UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20102013
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 001-32324 (CubeSmart)
Commission file number 001-32324000-54662 (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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(Address of Principal Executive Offices) |
| (Zip Code) |
Registrant’s telephone number, including area code(610) 293-5700535-5000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Name of each exchange on which registered | ||
Common Shares, $0.01 par value per share, of CubeSmart |
| New York Stock Exchange |
7.75% Series A Cumulative Redeemable | New York Stock Exchange | |
Preferred Shares of Beneficial Interest, par value $.01 per share, of CubeSmart |
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Securities registered pursuant to Section 12(g) of the Act: NoneUnits 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 x NO ¨
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 o NO x
CubeSmart | Yes £ No x |
CubeSmart, L.P. | Yes £ 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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO o
CubeSmart | Yes x No £ |
CubeSmart, L.P. | Yes x No £ |
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
CubeSmart | Yes x No £ |
CubeSmart, L.P. | Yes x No £ |
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.o
CubeSmart | Yes x No £ |
CubeSmart, L.P. | Yes x No £ |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
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| Accelerated filer o | Non-accelerated filer o | Smaller |
CubeSmart, L.P.: | |||
Large accelerated filer o | Accelerated filer o | Non-accelerated filer x | Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o NO
CubeSmart | Yes o No x |
CubeSmart, L.P. | Yes o No x |
As of June 28, 2013, the last business day of CubeSmart’s most recently completed second fiscal quarter; the aggregate market value of common shares held by non-affiliates of CubeSmart was $2,148,192,535. As of February 25, 2014, the number of common shares of CubeSmart outstanding was 140,289,967.
As of June 30, 2010,28, 2013, the last business day of the registrant’sCubeSmart, L.P.’s most recently completed second fiscal quarter, the aggregate market value of common sharesthe 2,280,730 units of limited partnership (the “Units”) held by non-affiliates of CubeSmart, L.P. was $36,446,065 based upon the registrant was $693,467,344.
Aslast reported sale price of February 25, 2011$15.98 per share on the numberNew York Stock Exchange on June 28, 2013 of the common shares of CubeSmart, the registrant outstanding was 99,427,944.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 20112014 Annual Meeting of Shareholders of the RegistrantCubeSmart to be filed subsequently with the SEC are incorporated by reference into Part III of this report.
EXPLANATORY NOTE
This report combines the annual reports on Form 10-K for the year ended December 31, 2013 of CubeSmart (the “Parent Company” or “CubeSmart”) and CubeSmart, L.P. (the “Operating Partnership”). The Parent Company is a Maryland real estate investment trust, or REIT, that owns its assets and conducts its operations through the Operating Partnership, a Delaware limited partnership, and subsidiaries of the Operating Partnership. The Parent Company, the Operating Partnership and their consolidated subsidiaries are collectively referred to in this report as the “Company.” In addition, terms such as “we,” “us,” or “our” used in this report may refer to the Company, the Parent Company, and/or the Operating Partnership.
The Parent Company is the sole general partner of the Operating Partnership and, as of December 31, 2013, owned a 98.4% interest in the Operating Partnership. The remaining 1.6% interest consists of common units of limited partnership interest issued by the Operating Partnership to third parties in exchange for contributions of facilities to the Operating Partnership. As the sole general partner of the Operating Partnership, the Parent Company has full and complete authority over the Operating Partnership’s day-to-day operations and management.
Management operates the Parent Company and the Operating Partnership as one enterprise. The management teams of the Parent Company and the Operating Partnership are identical, and their constituents are officers of both the Parent Company and of the Operating Partnership.
There are few differences between the Parent Company and the Operating Partnership, which are reflected in the note disclosures in this report. The Company believes it is important to understand the differences between the Parent Company and the Operating Partnership in the context of how these entities operate as a consolidated enterprise. The Parent Company is a REIT, whose only material asset is its ownership of the partnership interests of the Operating Partnership. As a result, the Parent Company does not conduct business itself, other than acting as the sole general partner of the Operating Partnership, issuing public equity from time to time and guaranteeing the debt obligations of the Operating Partnership. The Operating Partnership holds substantially all the assets of the Company and, directly or indirectly, holds the ownership interests in the Company’s real estate ventures. The Operating Partnership conducts the operations of the Company’s business and is structured as a partnership with no publicly traded equity. Except for net proceeds from equity issuances by the Parent Company, which are contributed to the Operating Partnership in exchange for partnership units, the Operating Partnership generates the capital required by the Company’s business through the Operating Partnership’s operations, by the Operating Partnership’s direct or indirect incurrence of indebtedness or through the issuance of partnership units of the Operating Partnership or equity interests in subsidiaries of the Operating Partnership.
The substantive difference between the Parent Company’s and the Operating Partnership’s filings is the fact that the Parent Company is a REIT with public equity, while the Operating Partnership is a partnership with no publicly traded equity. In the financial statements, this difference is primarily reflected in the equity (or capital for Operating Partnership) section of the consolidated balance sheets and in the consolidated statements of equity (or capital). Apart from the different equity treatment, the consolidated financial statements of the Parent Company and the Operating Partnership are nearly identical.
The Company believes that combining the annual reports on Form 10-K of the Parent Company and the Operating Partnership into a single report will:
·facilitate a better understanding by the investors of the Parent Company and the Operating Partnership by enabling them to view the business as a whole in the same manner as management views and operates the business;
· �� remove duplicative disclosures and provide a more straightforward presentation in light of the fact that a substantial portion of the disclosure applies to both the Parent Company and the Operating Partnership; and
·create time and cost efficiencies through the preparation of one combined report instead of two separate reports.
In order to highlight the differences between the Parent Company and the Operating Partnership, the separate sections in this report for the Parent Company and the Operating Partnership specifically refer to the Parent Company and the Operating Partnership. In the sections that combine disclosures of the Parent Company and the Operating Partnership, this report refers to such disclosures as those of the Company. Although the Operating Partnership is generally the entity that directly or indirectly enters into contracts and real estate ventures and holds assets and debt, reference to the Company is appropriate because the business is one enterprise and the Parent Company operates the business through the Operating Partnership.
As general partner with control of the Operating Partnership, the Parent Company consolidates the Operating Partnership for financial reporting purposes, and the Parent Company does not have significant assets other than its investment in the Operating Partnership. Therefore, the assets and liabilities of the Parent Company and the Operating Partnership are the same on their respective financial statements. The separate discussions of the Parent Company and the Operating Partnership in this report should be read in conjunction with each other to understand the results of the Company’s operations on a consolidated basis and how management operates the Company.
This report also includes separate Item 9A - Controls and Procedures sections, signature pages and Exhibit 31 and 32 certifications for each of the Parent Company and the Operating Partnership in order to establish that the Chief Executive Officer and the Chief Financial Officer of the Parent Company and the Chief Executive Officer and the Chief Financial Officer of the Operating Partnership have made the requisite certifications and that the Parent Company and the Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934, as amended 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, andor this “Report”, together with other statements and information publicly disseminated by U- Store-It Trust (“we,” “us,” “our” or the “Company”), containsParent 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, (theor the “Exchange Act”).Act.” Forward-looking statements include statements concerning the Company’s plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions and other information that is not historical information. In some cases, forward-looking statements can be identified by terminology such as “believes,” “expects,” “estimates,” “may,” “will,” “should,” “anticipates,” or “intends” or the negative of such terms or other comparable terminology, or by discussions of strategy. Such statements are based on assumptions and expectations that may not be realized and are inherently subject to risks, uncertainties and other factors, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Although we believe the expectations reflected in these forward-looking statements are based on reasonable assumptions, future events and actual results, performance, transactions or achievements, financial and otherwise, may differ materially from the results, performance, transactions or achievements expressed or implied by the forward-looking statements. Risks,As a result, you should not rely on or construe any forward-looking statements in this Report, or which management may make orally or in writing from time to time, as predictions of future events or as guarantees of future performance. We caution you not to place undue reliance on forward-looking statements, which speak only as of the date of this Report or as of the dates otherwise indicated in the statements. All of our forward-looking statements, including those in this Report, are qualified in their entirety by this statement.
There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in or contemplated by this Report. Any forward-looking statements should be considered in light of the risks and uncertainties referred to in Item 1A. “Risk Factors” in this Report and in our other factors that might cause such differences, some of which could be material,filings with the Securities and Exchange Commission (“SEC”). These risks include, but are not limited to:to, the following:
· national and local economic, business, real estate and other market conditions;
· the competitive environment in which we operate, including our ability to maintain or raise occupancy and rental rates;
· the execution of our business plan;
· the availability of external sources of capital;
· financing risks, including the risk of over-leverage and the corresponding risk of default on our mortgage and other debt and potential inability to refinance existing indebtedness;
· increases in interest rates and operating costs;
· counterparty non-performance related to the use of derivative financial instruments;
· our ability to maintain our statusParent Company’s qualification as a real estate investment trust (“REIT”) for federal income tax purposes;
· acquisition and development risks;
· 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 our Annualthis Report on Form 10-K and, from time to time, in other reports that 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 Report, we caution readers not to place undue reliance on forward-looking statements. We undertake no obligation to publicly update or revise these forward-looking statements, whether as a result of new information, future events or otherwise except as may be required inby 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, 2010,2013, we owned 363366 self-storage facilities located in 2620 states and in the District of Columbia containing an aggregate of approximately 23.624.7 million rentable square feet. As of December 31, 2010,2013, approximately 76.3%88.3% of the rentable square footage at our owned facilities was leased to approximately 152,000 tenants,192,000 customers, and no single tenantcustomer represented a significant concentration of our revenues. As of December 31, 2013 we owned facilities in the District of Columbia and the following 20 states: Arizona, California, Colorado, Connecticut, Florida, Georgia, Illinois, Maryland, Massachusetts, Nevada, New Jersey, New Mexico, New York, North Carolina, Ohio, Pennsylvania, Tennessee, Texas, Utah and Virginia. In addition, as of December 31, 2010,2013, we managed 93 properties160 facilities for third parties, bringing the total number of propertiesfacilities we owned and/or managed to 456.526. As of December 31, 2013, we managed facilities in the following 23 states: Alabama, California, Colorado, Connecticut, Florida, Georgia, Illinois, Louisiana, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, New Hampshire, New Jersey, New York, North Carolina, 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 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 267,236, or approximately 74%64%, 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 syste ms.systems. Our goal is to provide customers with the highest standard of facilities and service in the industry. To that end, approximately 69%78% of our owned facilities include climate controlled units, compared to the national average of 36% reported by the 2010 Self-Storage Almanac.cubes.
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, 2010, we2013, owned an approximately 95.4%98.4% 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.
In addition, as of December 31, 2013, we owned an economic interest in one unconsolidated real estate venture that owned 35 self-storage facilities located in Texas (34) and North Carolina (1), containing an aggregate of approximately 2.4 million rentable square feet.
Acquisition and Disposition Activity
As of December 31, 20102013 and 2009,2012, we owned 363366 and 367381 facilities, respectively, that contained an aggregate of 23.624.7 million and 23.725.5 million rentable square feet with occupancy rates of 76.3%88.3% and 75.2%84.4%, respectively. As of December 31, 2010 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.Report. The following is a summary of our 20102013, 2012 and 20092011 acquisition and disposition activity:
Facility/Portfolio |
| Location |
| Transaction Date |
| Number of Facilities |
| Purchase / Sales |
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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 |
| New York, 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 |
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Inland Empire/Fayetteville Assets |
| Multiple locations in CA amd NC |
| December 2010 |
| 15 |
| 35,000 |
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| 16 |
| $ | 38,100 |
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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 1 |
| Multiple locations in CO |
| September 2009 |
| 6 |
| 17,300 |
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Baton Rouge Asset (Eminent Domain) |
| Baton Rouge, LA |
| September 2009 |
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North H Street Asset (Eminent Domain) |
| San Bernardino, CA |
| September 2009 |
| 1 |
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Boulder Assets (a) |
| Boulder, CO |
| September 2009 |
| 4 |
| 32,000 |
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Winner Assets 2 |
| 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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Facility/Portfolio |
| Location |
| Transaction Date |
| Number of |
| Purchase / Sale Price |
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2013 Acquisitions: |
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Gilbert Asset |
| Gilbert, AZ |
| March 2013 |
| 1 |
| $ | 6,900 |
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Evanston Asset |
| Evanston, IL |
| May 2013 |
| 1 |
| 8,300 |
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Delray Beach Asset |
| Delray Beach, FL |
| May 2013 |
| 1 |
| 7,150 |
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Miramar Asset |
| Miramar, FL |
| June 2013 |
| 1 |
| 9,000 |
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Stoneham Asset |
| Stoneham, MA |
| June 2013 |
| 1 |
| 10,600 |
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Maryland/New Jersey Assets |
| Multiple locations in MD and NJ |
| June 2013 |
| 5 |
| 52,400 |
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Staten Island Asset |
| Staten Island, NY |
| July 2013 |
| 1 |
| 13,000 |
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Lewisville Asset |
| Lewisville, TX |
| August 2013 |
| 1 |
| 10,975 |
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Chandler Asset |
| Chandler, AZ |
| September 2013 |
| 1 |
| 10,500 |
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Tempe Asset |
| Tempe, AZ |
| September 2013 |
| 1 |
| 4,300 |
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Clinton Asset |
| Clinton, MD |
| November 2013 |
| 1 |
| 15,375 |
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Katy Asset |
| Katy, TX |
| November 2013 |
| 1 |
| 9,700 |
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Richmond Asset |
| Richmond, TX |
| December 2013 |
| 1 |
| 10,497 |
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Dallas Asset |
| Dallas, TX |
| December 2013 |
| 1 |
| 6,925 |
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Elkridge Asset |
| Elkridge, MD |
| December 2013 |
| 1 |
| 8,200 |
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Fort Lauderdale Asset |
| Fort Lauderdale, FL |
| December 2013 |
| 1 |
| 6,000 |
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| 20 |
| $ | 189,822 |
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2013 Dispositions: |
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Texas/Indiana Assets |
| Multiple locations in TX and IN |
| March 2013 |
| 5 |
| $ | 11,400 |
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Tennessee Assets |
| Multiple locations in TN |
| August 2013 |
| 8 |
| 25,000 |
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California/Tennessee/Texas Assets |
| Multiple locations in CA, TN and TX |
| October/November 2013 |
| 22 |
| 90,000 |
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| 35 |
| $ | 126,400 |
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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 |
| |
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 |
| |
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 |
|
(a)We provided $17.6 million in seller financing to the buyer as partTable of the Boulder Assets disposition. This financing was subsequently repaid during 2010.Contents
(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 the State of California during 2011.
Facility/Portfolio |
| Location |
| Transaction Date |
| Number of |
| Purchase / Sale Price |
|
|
|
|
|
|
|
|
|
|
|
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 |
| 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 |
|
The comparability of our results of operations is affected by the timing of acquisition and disposition activities during the periods reported. At December 31, 20102013 and 2009,2012, we owned 363366 and 367381 self-storage facilities and related assets, respectively. The following table summarizes the change in number of owned self-storage facilities from January 1, 20092012 through December 31, 2010:2013:
|
| 2010 |
| 2009 |
|
|
|
|
|
|
|
Balance - January 1 |
| 367 |
| 387 |
|
Facilities acquired |
| — |
| — |
|
Facilities sold |
| — |
| (1 | ) |
Balance - March 31 |
| 367 |
| 386 |
|
Facilities acquired |
| — |
| — |
|
Facilities sold |
| — |
| (2 | ) |
Balance - June 30 |
| 367 |
| 384 |
|
Facilities acquired |
| 3 |
| — |
|
Facilities sold |
| — |
| (16 | ) |
Balance - September 30 |
| 370 |
| 368 |
|
Facilities acquired |
| 9 |
| — |
|
Facilities sold |
| (16 | ) | (1 | ) |
Balance - December 31 |
| 363 |
| 367 |
|
Financing Activities
The following summarizes certain financing activities during the year ended December 31, 2010:
|
|
|
|
|
|
|
| 2013 |
| 2012 |
|
|
|
|
|
|
|
Balance - January 1 |
| 381 |
| 370 |
|
Facilities acquired |
| 1 |
| 6 |
|
Facilities sold |
| (5 | ) | — |
|
Balance - March 31 |
| 377 |
| 376 |
|
Facilities acquired |
| 9 |
| 2 |
|
Facilities sold |
| — |
| (8 | ) |
Balance - June 30 |
| 386 |
| 370 |
|
Facilities acquired |
| 4 |
| 24 |
|
Facilities sold |
| (8 | ) | (7 | ) |
Balance - September 30 |
| 382 |
| 387 |
|
Facilities acquired |
| 6 |
| 5 |
|
Facilities sold |
| (22 | ) | (11 | ) |
Balance - December 31 |
| 366 |
| 381 |
|
Financing and Investing Activities |
|
|
|
The following summarizes certain financing and investing activities during the year ended December 31, 2013:
· Facility Acquisitions. During 2013, we acquired 20 self-storage facilities located throughout the United States for an aggregate purchase price of approximately $189.8 million. In connection with these acquisitions, we allocated a portion of the purchase price to the intangible value of in-place leases which aggregated to $13.5 million.
· Investment in Unconsolidated Real Estate Venture. On December 10, 2013, we acquired a 50% ownership interest in 35 self-storage facilities located in Texas (34) and North Carolina (1) through a newly-formed joint venture. The joint venture paid $315.7 million for these facilities. We and our unaffiliated partner in the joint venture each contributed 50% of the capital required to fund the acquisition. We refer to this joint venture elsewhere in this Report as “HHF.”
· Facility Dispositions. During 2013, we sold 35 self-storage facilities located throughout the United States for an aggregate sales price of approximately $126.4 million. In connection with these sales, we recorded gains that totaled $27.4 million.
· Credit Facility and Term Loan Amendments. On June 18, 2013, through amendments to its current unsecured term loans and revolving credit facility, the Company extended certain maturity dates, reduced pricing and adjusted certain covenants of its bank debt instruments.
· Unsecured Senior Note Issuance. On December 17, 2013, the Operating Partnership issued $250 million in aggregate principal amount of 4.375% unsecured senior notes due December 15, 2023.
· Term Loan Repayment. On December 17, 2013, we repaid a $100 million term loan that was scheduled to mature in 2014 under our Credit Facility.
· At-The-Market Equity Programs. During 2013, under our at-the-market programs, we sold a total of 5.7 million common shares at an average sales price of $17.92 per share, resulting in gross proceeds of $102.1 million under the programs. We incurred $1.8 million of offering costs in conjunction with the sales. At December 31, 2013, 6.4 million common shares remained available for sale under the program.
Business Strategy
Our business strategy consists of several elements:
· Maximize cash flow from our facilities — Our operating strategy focuses on maximizing sustainable rents at our facilities while achieving and sustaining occupancy targets. We utilize our operating systems and experienced personnel to manage the balance between rental rates, discounts, and physical occupancy with an objective of maximizing our rental revenue.
· Acquire facilities within targeted markets — During 2011,2014, we expectintend to completepursue 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. In the past, we have formed joint ventures with unaffiliated third parties, and in the future we may form additional joint ventures to facilitate the funding of future developments or acquisitions.
·Dispose of facilities not in targeted markets — During 2014, we intend to continue to opportunistically 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,Christopher P. Marr, our Chief Executive Officer, oversees our investment process. Our investment process involves six stages — identification, initial due diligence, economic assessment, investment committee approval (and when required, 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 fivethree miles around the facility, for theirits ability to support above-average demographic growth. We seek to increase our presence primarily in areas that we expect will experience growth, including areas within Illinois, Texas, Florida, California and the Northeastern and Middle Atlantic areas of the United States and areas within Georgia, Florida, Texas, Illinois and California and to enter newadditional markets should suitable opportunities arise.
· Quality of facility — We focus on self-storage facilities that have good visibility and are located near retail centers, which typically provide high traffic corridors and are generally located near residential communities and commercial customers.
· Growth potential — We target acquisitions that offer growth potential through increased operating efficiencies and, in some cases, through additional leasing efforts, renovations or expansions. In addition to acquiring single facilities, we seek to invest in portfolio acquisitions, including those offering significant potential for increased operating efficiency and the ability to spread our fixed costs across a large base of facilities.
Segment
We have one reportable segment: we own, operate, develop, manage and acquire self-storage facilities.
Concentration
Our self-storage facilities are located in major metropolitan areas as well as ruralsuburban areas and have numerous tenantscustomers per facility. No single tenantcustomer represented a significant concentration of our 20102013 revenues. Our facilities in New York, Florida, California, Texas and IllinoisCalifornia provided approximately 18%17%, 15%, 10% and 7%9%, respectively, of our total 20102013 revenues. Our facilities in New York, Florida, California and 2009Texas provided approximately 16%, 15%, 10% and 10%, respectively, of our total 2012 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 do not limit the amount of debt that we may incur, weWe 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, 2010,2013, 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, preferred shares and operating partnership units of the Operating Partnership held by third parties and (b) the carrying value of our total indebtedness) was approximately 38.5%32.8% compared to approximately 51.9%33.4% as of December 31, 2009.2012. Our ratio of debt to the depreciatedundepreciated cost of our real estatetotal assets as of December 31, 20102013 was approximately 43.1%41.3% compared to approximately 53.7%40.9% as of December 31, 2009.2012. We expect to finance additional investme ntsinvestments in self-storage facilities through the most attractive available sources of capital available at the time of the transaction, in a manner consistent with maintaining a strong financial position and future financial flexibility.flexibility, subject to limitations on incurrence of indebtedness in our unsecured credit facilities and the indenture that governs our unsecured notes. These capital sources may include borrowings under the revolving portion of our unsecured 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, additional issuances of debt securities and issuances of common or preferred units in our Operating Partnership in exchange for contributed propertiesfacilities 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
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 our facilities are well-positioned within their respective markets and we emphasi zeemphasize customer service, convenience, security and professionalism.
Our key competitors include local and regional operators as well as the other public self-storage REITS, including Public Storage, Sovran Self Storage, Inc. and Extra Space Storage Inc. These companies, some of which operate significantly more facilities than we do and have greater resources than we have, and other entities may 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 consummateacquire the acquisition of particular facilities and reduce the demand for self-storage space in areas whereat our facilities are located.facilities. Nevertheless, we believe that our experience in operating, managing, acquiring, developi ngdeveloping 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 the Americans with Disabilities Act of 1990 and applicable state accessibility act laws (collectively, the “ADA”), all places of public accommodation are required to meet federal requirements related to physical access and use by disabled persons. A number of other federal, state and local laws may also impose access and other similar requirements at our facilities. A failure to comply with the ADA or similar state or local requirements could result in the governmental imposition of fines or the award of damages to private litigants affected by the noncompliance. Although we believe that our facilities comply in all material respects with these requirements (or would be eligible for applicable exemptions from material requirements because of adaptive assistance provided), a determination that one or more of our facilities is not in compliance with the ADA or similar state or local requirements would result in the incurrence of additional costs associated with bringing the facilities into compliance.
Under various federal, state and local laws, ordinances and regulations, an owner or operator of real property may become liable for the costs of removal or remediation of hazardous substances released on or in its property. These laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release of such hazardous substances. The presence of hazardous substances, or the failure to properly remediate such substances, when released, may
adversely affect the property owner’s ability to sell the real estate or to borrow using the real estate as collateral, and may cause the property owner to incur substantial remediation costs. In addition to claims for cleanup costs, the presence of hazardous substances on a property could result in a claim by a private party for personal injury or a claim by an adjacent property owner or user for property damage. We may also become liable for the costs of removal or remediation of hazardous substances stored at the facilities by a customer even though storage of hazardous substances would be without our knowledge or approval and in violation of the customer’s storage lease agreement with us.
Our practice is to conduct or obtain environmental assessments in connection with the acquisition or development of facilities. Whenever the environmental assessment for one of our facilities indicates that a facility is impacted by soil or groundwater contamination from prior owners/operators or other sources, we work with our environmental consultants and, where appropriate, state governmental agencies, to ensure that the facility is either cleaned up, that no cleanup is necessary because the low level of contamination poses no significant risk to public health or the environment, or that the responsibility for cleanup rests with a third party. In certain cases, we have purchased environmental liability insurance coverage to indemnify us against claims for contamination or other adverse environmental conditions that may affect a property.
We are not aware of any environmental cleanup liability that we believe will have a material adverse effect on us. We cannot 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 facilities in our portfolio. We believe the policy specifications and insured limits are appropriate and adequate given the relative risk of loss, the cost of the coverage and industry practice. We do not carry insurance for losses such as loss from riots, war or acts of God, and, in some cases, environmental hazards, because such coverage is 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 onat our propert iesfacilities and director and officer liability insurance.
Offices
Our principal executive office isoffices are located at 460 E. Swedesford5 Old Lancaster Road, Suite 3000, Wayne,Malvern, PA 19087.19355. Our telephone number is (610) 293-5700. We believe that our current facilities are adequate for our present and future operations.535-5000.
Employees
As of December 31, 2010,2013, we employed 1,1721,442 employees, of whom 178194 were corporate executive and administrative personnel and 9941,248 were property levelproperty-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.Report.
Also available on our website, free of charge, are copies of our Code of Business Conduct and Ethics, our Corporate Governance Guidelines, and the charters for each of the committees of our Board 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. Swedesford5 Old Lancaster Road, Suite 3000, Wayne,Malvern, PA 19087.19355.
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 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.
Risks Related to our Business and Operations
Adverse macroeconomic and business conditions may significantly and negatively affect our revenues, profitabilityrental rates, occupancy levels and therefore our results of operations.
The United States has recently experienced an economic slowdownWe are susceptible to the effects of adverse macro-economic events that has resultedcan result in higher unemployment, shrinking demand for products, large-scale business failures and tight credit markets. Our results of operations may beare 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.
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,facilities, 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, Texas, California, Texas, Ohio, Tennessee,New Jersey, Illinois, and ArizonaConnecticut accounted for approximately 16%17%, 14%15%, 12%10%, 8%9%, 7%6%, 7%6% and 5%4%, respectively, of our total rentable square feet as of December 31, 2010.2013 revenues. As a result of this geographic concentration of our facilities, we are particularly susceptible to adverse market conditions in these areas. Any adverse economic or real estate developments in these markets, or in any of the other markets in which we operate, or any decrease in demand for self-storage space resulting from the local business climate could adversely affect our rental revenues, which could impair our ability to satisfy our debt service obligations and pay distributions to our shareholders.
We face risks associated with facility acquisitions.
We have in the past acquired, and intend at some time in the futureto continue to acquire individual and portfolios of self-storage facilities thatfacilities. These acquisitions would increase our size and may potentially alter our capital structure. Although we believe that thefuture acquisitions that we expect to undertake in the futurecomplete will enhance our future financial performance, the success of such transactionsacquisitions is subject to a number of factors, including the risks that:
·we may not be able to obtain financing for acquisitions on favorable terms;
· acquisitions may fail to perform as expected;
· the actual costs of repositioning or redeveloping acquired facilities may be higher than our estimates;
·we may be unable to obtain acquisition financing on favorable terms;
· acquisitions may be located in new markets where we may have limited knowledge and understanding of the local economy, an absence of business relationships in the area or an unfamiliarity with local governmental and permitting procedures;
· there is only limited recourse, or no recourse, to the former owners of newly acquired facilities for unknown or undisclosed liabilities such as the clean-up of undisclosed environmental contamination; claims by tenants,customers, 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 propertyfacility owners, propertyfacility owner associations, and easement holders for fees, assessments, taxes on other property-relatedfacility-related changes.
As a result, if a liability were asserted against us based upon ownership of an acquired facility, we might be required to pay significant sums to settle it, which could adversely affect our financial results and cash flow.
In addition, we do not always obtain third-party appraisals of acquired facilities (and instead rely on value determinations by our senior management) and the consideration we pay in exchange for those facilities may exceed the value determined by third-party appraisals.
We will incur costs and will face integration challenges when we acquire additional facilities.
As we acquire or develop additional self-storage facilities, we will be subject to risks associated with integrating and managing new facilities, including customer retention and mortgage default risks. In the case of a large portfolio purchase, we could experience strains in our existing information management 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 profitabilityincome may sufferdecline 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 facilitiesacquisitions into our portfolio could have an adverse effect on our operating costs and our ability to make distributions to our shareholders.
The acquisition of new facilities that lack operating history with us will give risemake it more difficult to difficulties in predictingpredict revenue potential.
We intend to continue to acquire additional facilities. These acquisitions could fail to perform in accordance with expectations. If we fail to accurately estimate occupancy levels, rental rates, operating costs or costs of improvements to bring an acquired facility up to the standards established for our intended market position, the performance of the facility may be below expectations. Acquired facilities may 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.
Our development activities may be more costly or difficult to complete than we anticipate.
We intend to continue to develop self-storage facilities where market conditions warrant such investment. Once made, these investments may not produce results in accordance with our expectations. Risks associated with development and construction activities include:
·the unavailability of favorable financing sources in the debt and equity markets;
·construction cost overruns, including on account of rising interest rates, diminished availability of materials and labor, and increases in the costs of materials and labor;
·construction delays and failure to achieve target occupancy levels and rental rates, resulting in a lower than projected return on our investment; and
·complications (including building moratoriums and anti-growth legislation) in obtaining necessary zoning, occupancy and other governmental permits.
We depend on external sources of capital that are outside of our control; the unavailability of capital from external sources could adversely affect our ability to acquire or develop facilities, satisfy our debt obligations and/or make distributions to shareholders.
We depend on external sources of capital to fund acquisitions and facility development, to satisfy our debt obligations and to make the required distributions to our shareholders in orderrequired to maintain our status as a REIT, which may orand these sources of capital may not be available on favorable terms, if at all. Our access to external sources of capital depends on a number of 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 external sources of capital, we may not be able to acquire or develop facilities when strategic opportunities exist, satisfy our debt obligations or make distributions to shareholders that would permit us to qualify as a REIT or avoid paying tax on our REIT taxable income.
Rising operating expenses could reduce our cash flow and funds available for future distributions.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 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.Report.
Certain of these matters are beyond our control and any significant difference between our expectations and actual results could have a material adverse effect on our cash flow and our ability to make distributions to shareholders.
If we are unable to promptly re-let our unitscubes 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 unitscubes at our self-storage facilities under month-to-month leases. Any delay in re-letting unitscubes 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.
PropertyFacility ownership through joint ventures may limit our ability to act exclusively in our interest.
We have in the past co-invested with, and we may continue to co-invest with, third parties through joint ventures. In any such joint venture, we may not be in a position to exercise sole decision-making authority regarding the facilities owned through joint ventures. Investments in joint ventures may, under certain circumstances, involve risks not present when a third party is not involved, including the possibility that joint venture partners might become bankrupt or fail to fund their share of required capital contributions. Joint venture partners may have business interests or goals that are inconsistent with our business interests or goals and may be in a position to take actions contrary to our policies or objectives. Such investments also have the potential risk of impasse on strategic decisions, such as a sale, in cases where neither we nor the joint venture partner would have full contro lcontrol over the joint venture. In other circumstances, joint venture partners may have the ability without our agreement to make certain major decisions, including decisions about sales, capital expenditures and/or financing. Any disputes that may arise between us and our joint venture partners could result in litigation or arbitration that could increase our expenses and distract our officers and/or Trustees from focusing their time and effort on our business. In addition, we might in certain
circumstances be liable for the actions of our joint venture partners, and the activities of a joint venture could adversely affect our ability to qualify as a REIT, even though we do not control the joint venture.
We face risks and significant competition associated with actions taken by our competitors.for customers and for acquisition and development opportunities.
Actions by our competitors may decrease or prevent increases of the occupancy and rental rates of our properties.facilities. We compete with numerous developers, owners and operators of self-storage facilities, including other REITs, some of which own or may in the future own propertiesfacilities similar to ours in the same submarkets in which our propertiesfacilities 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,customers, we may lose potential tenants,customers, and we may be pressured to reduce our rental rates below those we currently charge in order to retain tenantscustomers when our tenants’customers’ leases expire. As a result, our financial condition, cash flow, cash available for distribution, market price of our stockshares and ability to satisfy our debt service obligations could be materially adversely affected. In addition, increased competition for customers may require us to make capital improvements to our facilities that we would not have otherwise made. Any unbudgeted capital improvements we undertake may reduce cash available for distributions to our shareholders.
We also face significant competition for acquisitions and development opportunities. Some of our competitors have greater financial resources than we do and a greater ability to borrow funds to acquire facilities. These competitors may also be willing to accept more risk than we can prudently manage, including risks with respect to the geographic proximity of investments and the payment of higher facility acquisition prices. This competition for investments may reduce the number of suitable investment opportunities available to us, may increase acquisition costs and may reduce demand for self-storage space in certain areas where our facilities are located and, as a result, adversely affect our operating results.
We may become subject to litigation or threatened litigation which may divert management’s time and attention, require us to pay damages and expenses or restrict the operation of our business.
We may become subject to disputes with commercial parties with whom we maintain relationships or other parties with whom we do business. Any such dispute could result in litigation between us and the other parties. Whether or not any dispute actually proceeds to litigation, we may be required to devote significant management time and attention to its successful resolution (through litigation, 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.facilities. We maintain liability insurance with limits that we believe adequate to provide for the defense and/or payment of any damages arising from such lawsuits. There can be no assurance that such coverage will cover all costs and expenses from such suits.
Potential losses may not be covered by insurance, which could result in the loss of our investment in a facility and the future cash flows from the facility.
We carry comprehensive liability, fire, extended coverage and rental loss insurance covering all of the facilities in our portfolio. We believe the policy specifications and insured limits are appropriate and adequate given the relative risk of loss, the cost of the coverage and industry practice. We do not carry insurance for losses such as loss from riots, war or acts of God, and, in some cases, flooding and environmental hazards, because such coverage is not available or is not available at commercially reasonable rates. Some of our policies, such as those covering losses due to terrorism, hurricanes, floods and earthquakes, are insured subject to limitations involving large deductibles or co-payments and policy limits that may not be
sufficient to cover losses. If we experience a loss at a facility that is uninsured or that exceeds policy limits, we could lose the capital invested in that facility as well as the anticipated future cash flows from that facility. Inflation, changes in building codes and ordinances, environmental considerations, and other factors also might make it impractical or undesirable to use insurance proceeds to replace a facility after it has been damaged or destroyed. In addition, if the damaged facilities are subject to recourse indebtedness, we would continue to be liable for the indebtedness, even if these facilities were irreparably damaged.
Our insurance coverage may not comply fully with certain loan requirements.
Certain of our propertiesfacilities serve as collateral for our mortgage-backed debt, some of which waswe assumed in connection with our acquisition of facilities thatand requires us to maintain insurance at levels and on terms that are not commercially reasonable in the current insurance environment. We may be unable to obtain required insurance coverage if the cost and/or availability make it impractical or impossible to comply with debt covenants. If we cannot comply with a lender’s requirements, in any respect, the lender could declare a default, thatwhich could affect our ability to obtain future financing and could have a material adverse effect on our results of operations and cash flows and our ability to obtain future financing. In addition, we may be required to self-insure against certain losses or the Company’sour 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 upclean-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’sour 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,facilities, we are potentially liable for property damage or injuries to persons and property.
Our practice is to conduct or obtain environmental assessments in connection with the acquisition or development of additional facilities. We carry environmental insurance coverage on certain facilities in our portfolio. We obtain or examine environmental assessments from qualified and reputable environmental consulting firms (and intend to conduct such assessments prior to the acquisition or development of additional facilities). The environmental assessments received to date have not revealed, nor do we have actual knowledge of, any environmental liability that we believe will have a material adverse effect on us. However, we cannot assure you that anyour 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”),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 s imilarsimilar 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 attemptprocesses and Internet commerce, and many of our new customers come from the telephone or over the Internet. Moreover, the nature of our business involves the receipt and retention of personal information about our customers. We also rely extensively on third-party vendors to mitigate this risk through offsite backup proceduresretain data, process transactions and contracted data centers that include, in some cases, redundant operations, we could still be severely impacted by aprovide other systems services. These systems and our systems are subject to damage or interruption from power outages, computer and telecommunications failures, computer worms, viruses and other destructive or disruptive security breaches and catastrophic occurrence,events, such as a natural disaster or a terrorist attack.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. Experiencedexperienced 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 propertiesfacilities and with the real estate industry.
Our rental revenues and operating costs and the value of our real estate assets, and consequently the value of our securities, are subject to the risk that if our facilities do not generate revenues sufficient to meet our operating expenses, including debt service and capital expenditures, our cash flow and ability to pay distributions to our shareholders will be adversely affected. Events or conditions beyond our control that may adversely affect our operations or the value of our facilities include but are not limited to:
· downturns in the national, regional and local economic climate;
· 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;
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· 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 significantlyinfluenced by demand for self-storage space generally, and a decrease in such demandwould 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.
Because real estate is illiquid, we may not be able to sell propertiesfacilities when appropriate.
Real estate property investments generally cannot be sold quickly. Also, the tax laws applicable to REITs require that we hold our facilities for investment, rather than for sale in the ordinary course of business, which may cause us to forgo or defer sales of facilities that otherwise would be in our best interest. Therefore, we may not be able to dispose of facilities promptly, or on favorable terms, in response to economic or other market conditions, which may adversely affect our financial position.
Risks Related to our Qualification and Operation as a REIT
Failure to qualify as a REIT would subject us to U.S. federal income tax which would reduce the cash available for distribution to our shareholders.
We operate our business to qualify to be taxed as a REIT for federal income tax purposes. We have not requested and do not plan to request a ruling from the IRS that we qualify as a REIT, and the statements in this 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. The fact that we hold substantially all of our assets through the Operating Partnership and its subsidiaries and joint ventures further complicates the application of the REIT requirements for us. Even a technical or inadvertent mistake could jeopardize our REIT status and, given the highly complex nature of the rules governing REITs and the ongoing importance of factual determinations, we cannot provide any assurance that we will continue to qualify as a REIT. 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.
Failure of the Operating Partnership (or a subsidiary partnership)partnership or joint venture) to be treated as a partnership would have serious adverse consequences to outour shareholders.
If the IRS were to successfully challenge the tax status of the Operating Partnership or any of its subsidiary partnerships or joint ventures for federal income tax purposes, the Operating Partnership or the affected subsidiary partnership or joint venture would be taxable as a corporation. In such event we would cease to qualify as a REIT and the imposition of a corporate tax on the Operating Partnership, or a subsidiary partnership or joint venture would reduce the amount of cash available for distribution from the Operating Partnership to us and ultimately to our shareholders.
To maintain our REIT status, we may be forced to borrow funds on a short termshort-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, thatexcluding net capital gains, which may result in our having to make distributions at a disadvantageous time or to borrow funds at unfavorable rates. Compliance with this requirement may hinder our ability to operate solely on the basis of maximizing profits.
We will pay some taxes even if we qualify as a REIT, which will reduce the cash available for distribution to our shareholders.
Even if we qualify as a REIT for federal income tax purposes, we will be required to pay certain federal, state and local taxes on our income and property. For example, we will be subject to income tax to the extent we distribute less than 100% of our REIT taxable income, including capital gains. Additionally, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which dividends paid by us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years. Moreover, if we have net income from “prohibited transactions,” that income will be subject to a 100% penalty tax. In general, prohibited transactions are sales or other dispositions of property held primarily for sale to customers in the ordinary course of business. The determination as t oto 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 propertiesfacilities would not be prohibited transactions unless we comply with certain statutory safe-harbor provisions.
In addition, any net taxable income earned directly by our taxable REIT subsidiaries, or through entities that are disregarded for federal income tax purposes as entities separate from our taxable REIT subsidiaries, will be subject to federal and possibly state corporate income tax. We have elected to treat some of our subsidiaries as taxable REIT subsidiaries, including U-Store-It Mini Warehouse Co., 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 pa ymentspayments 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 and counterparty 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 capital stock,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 theour 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 propertiesfacilities 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
In addition,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 are likely towill 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. OverallAt 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 norterms; there can there be anyno assurance that we canwill be able to continue to issue common or preferred equity securities at a reasonable price. Our ability to finance new acquisitions and refinance future debt maturities could be adversely impacted by our inability to secure permanent financing on reasonable terms, if at all.
The terms and covenants relating to our indebtedness could adversely impact our economic performance.
Like other real estate companies that incur debt, we are subject to risks associated with debt financing, such as the insufficiency of cash flow to meet required debt service payment obligations and the inability to refinance existing indebtedness.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.facilities. Failure to make distributions to our shareholders could result in our failure to qualify as a REIT for federal income tax purposes. Furthermore, an increase in our interest expense could adversely affect our cash flow and ability to make distributions to shareholders. If we do not meet our debt service obligations, any facilities securing such indebtedness could be foreclosed on, which would have a material adverse effect on our cas hcash flow and ability to make distributions and, depending on the number of facilities foreclosed on, could threaten our continued viability.
Our credit facilityCredit 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 facilitythe 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 facilityCredit 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 ope rateoperate our business with a view toward compliance with such covenants, which might not produce optimal returns for shareholders. Similarly, the indenture under which we have issued unsecured senior notes contains customary financial covenants, including limitations on incurrence of additional indebtedness.
Increases in interest rates on variable rate indebtedness would increase our interest expense, which could adversely affect our cash flow and ability to make distributions to shareholders. Rising interest rates could also restrict our ability to refinance existing debt when it matures. In addition, an increase in interest rates could decrease the amounts that third parties
are willing to pay for our assets, thereby limiting our ability to alter our portfolio promptly in relation to economic or other conditions.
Our organizational documents contain no limitation on the amount of debt we may incur. As a result, we may become highly leveraged in the future.
Our organizational documents contain no limitations ondo 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 senior management team whose continued service is not guaranteed.
Our executive team, including our Named Executive Officers, havenamed 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 could adversely affect our operations and our future growth.
We are dependent upon our on-site personnel to maximize customer satisfaction; any difficulties we encounter in hiring, training and retaining skilled field personnel may adversely affect our rental revenues.
As of December 31, 2010,2013, we had 994 field1,248 property-level personnel involved in the management and operation of our facilities. The customer service, marketing skills and knowledge of local market demand and competitive dynamics of our facility managers are contributing factors to our ability to maximize our rental income and to achieve the highest sustainable rent levels at each of our facilities. We compete with various other companies in attracting and retaining qualified and skilled personnel. Competitive pressures may require that we enhance our pay and benefits package to compete effectively for such personnel. If there is an increase in these costs or if we fail to attract and retain qualified and skilled personnel, our business and operating results could be harmed.
Certain provisions of Maryland law could inhibit changes in control, which maydiscourage third parties from conducting a tender offer or seeking other change ofcontrol transactions that could involve a premium price for our shares or otherwisebenefit 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 13.3% 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 11.97% of our outstanding common shares, and an approximate 13.3%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 ourinvestment 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 andofficers 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 on our behalf, to the extent permitted by Maryland law. Accordingly, in the event that actions taken in good faith by any Trustee or officer impede our performance, our shareholders’ ability to recover damages from that Trustee or officer will be limited.
Our declaration of trust permits our Board of Trustees to issue preferred shares withterms that may discourage third parties from conducting a tender offer or seekingother change of control transactions that could involve a premium price for ourshares 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 addi tion,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 the issuance of 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 fluctuationsfluctuation and may continue to fluctuate or decline. Between 2009January 1, 2011 and December 31, 2010, our common stock has been particularly volatile as2013, the price of our common stockshares has ranged from a high of $9.62$19.48 (on October 18, 2013) to a low of $1.50.$8.04 (on October 7, 2011). 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 stockshare 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.
Overview
As of December 31, 2010,2013, we owned 363366 self-storage facilities that contain approximately 24.7 million rentable square feet and are located in 2620 states and the District of Columbia; and aggregating approximately 23.6 million rentable square feet.Columbia. The following table sets forth certain summary information regarding our facilities by state as of December 31, 2010.2013.
|
|
|
|
|
| Total |
| % of Total |
|
|
|
|
|
|
|
| Total |
| % of Total |
|
|
|
|
| Number of |
| Number of |
| Rentable |
| Rentable |
|
|
|
| Number of |
| Number of |
| Rentable |
| Rentable |
|
|
|
State |
| Facilities |
| Units |
| Square Feet |
| Square Feet |
| Occupancy |
|
| Facilities |
| Units |
| Square Feet |
| Square Feet |
| Occupancy |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Florida |
| 52 |
| 36,595 |
| 3,871,103 |
| 16.3 | % | 75.9 | % |
| 58 |
| 41,488 |
| 4,266,972 |
| 17.4% |
| 91.0% |
|
Texas |
| 49 |
| 25,244 |
| 3,191,131 |
| 12.9% |
| 87.7% |
| |||||||||||
California |
| 44 |
| 27,849 |
| 3,203,558 |
| 13.5 | % | 70.0 | % |
| 37 |
| 22,897 |
| 2,585,788 |
| 10.5% |
| 88.1% |
|
Texas |
| 44 |
| 21,374 |
| 2,718,409 |
| 11.5 | % | 79.9 | % | |||||||||||
New York |
| 31 |
| 35,211 |
| 2,219,593 |
| 9.0% |
| 86.4% |
| |||||||||||
Illinois |
| 28 |
| 14,346 |
| 1,662,180 |
| 6.7% |
| 90.3% |
| |||||||||||
Arizona |
| 27 |
| 13,998 |
| 1,459,919 |
| 5.9% |
| 84.3% |
| |||||||||||
New Jersey |
| 23 |
| 15,268 |
| 1,560,033 |
| 6.3% |
| 87.6% |
| |||||||||||
Connecticut |
| 20 |
| 9,065 |
| 1,040,489 |
| 4.2% |
| 88.6% |
| |||||||||||
Georgia |
| 16 |
| 9,695 |
| 1,184,811 |
| 4.8% |
| 88.8% |
| |||||||||||
Ohio |
| 33 |
| 15,336 |
| 1,873,017 |
| 7.8 | % | 75.9 | % |
| 14 |
| 8,084 |
| 928,434 |
| 3.8% |
| 89.8% |
|
Illinois |
| 27 |
| 13,875 |
| 1,608,368 |
| 6.8 | % | 82.0 | % | |||||||||||
Tennessee |
| 24 |
| 12,821 |
| 1,683,937 |
| 7.1 | % | 77.7 | % | |||||||||||
Arizona |
| 24 |
| 11,569 |
| 1,246,379 |
| 5.3 | % | 80.7 | % | |||||||||||
Connecticut |
| 17 |
| 7,091 |
| 847,311 |
| 3.6 | % | 78.0 | % | |||||||||||
New Jersey |
| 16 |
| 10,366 |
| 1,039,610 |
| 4.4 | % | 67.5 | % | |||||||||||
Georgia |
| 9 |
| 6,033 |
| 759,575 |
| 3.2 | % | 75.8 | % | |||||||||||
Indiana |
| 9 |
| 5,157 |
| 592,790 |
| 2.5 | % | 73.3 | % | |||||||||||
New York |
| 9 |
| 7,269 |
| 559,239 |
| 2.4 | % | 75.1 | % | |||||||||||
New Mexico |
| 9 |
| 3,408 |
| 387,340 |
| 1.6 | % | 82.4 | % | |||||||||||
Colorado |
| 8 |
| 4,061 |
| 492,344 |
| 2.1 | % | 83.9 | % | |||||||||||
North Carolina |
| 6 |
| 3,859 |
| 462,998 |
| 2.0 | % | 74.0 | % | |||||||||||
Maryland |
| 5 |
| 4,162 |
| 518,252 |
| 2.2 | % | 80.2 | % |
| 11 |
| 8,534 |
| 923,563 |
| 3.7% |
| 86.6% |
|
Virginia |
| 4 |
| 2,517 |
| 273,267 |
| 1.2 | % | 72.3 | % |
| 9 |
| 6,717 |
| 692,935 |
| 2.8% |
| 87.0% |
|
Michigan |
| 4 |
| 1,885 |
| 270,869 |
| 1.2 | % | 72.7 | % | |||||||||||
Colorado |
| 9 |
| 4,760 |
| 568,039 |
| 2.3% |
| 87.1% |
| |||||||||||
Pennsylvania |
| 7 |
| 4,828 |
| 513,990 |
| 2.1% |
| 88.0% |
| |||||||||||
North Carolina |
| 6 |
| 3,898 |
| 463,459 |
| 1.9% |
| 88.1% |
| |||||||||||
Tennessee |
| 5 |
| 3,270 |
| 467,159 |
| 1.9% |
| 90.8% |
| |||||||||||
Massachusetts |
| 5 |
| 2,968 |
| 268,554 |
| 1.1% |
| 80.0% |
| |||||||||||
Utah |
| 4 |
| 2,253 |
| 241,523 |
| 1.0 | % | 73.0 | % |
| 4 |
| 2,199 |
| 239,623 |
| 1.0% |
| 88.9% |
|
Massachusetts |
| 4 |
| 2,378 |
| 207,326 |
| 0.9 | % | 65.3 | % | |||||||||||
Louisiana |
| 3 |
| 1,415 |
| 195,017 |
| 0.8 | % | 80.1 | % | |||||||||||
Pennsylvania |
| 2 |
| 1,615 |
| 173,819 |
| 0.7 | % | 83.2 | % | |||||||||||
New Mexico |
| 3 |
| 1,614 |
| 181,974 |
| 0.7% |
| 89.7% |
| |||||||||||
Washington DC |
| 2 |
| 1,801 |
| 146,277 |
| 0.6% |
| 86.9% |
| |||||||||||
Nevada |
| 2 |
| 893 |
| 96,732 |
| 0.4 | % | 84.9 | % |
| 2 |
| 891 |
| 97,182 |
| 0.4% |
| 86.1% |
|
Alabama |
| 1 |
| 797 |
| 128,999 |
| 0.6 | % | 73.5 | % | |||||||||||
Washington DC |
| 1 |
| 752 |
| 63,085 |
| 0.3 | % | 89.9 | % | |||||||||||
Mississippi |
| 1 |
| 507 |
| 61,251 |
| 0.3 | % | 80.9 | % | |||||||||||
Wisconsin |
| 1 |
| 485 |
| 58,500 |
| 0.3 | % | 76.2 | % | |||||||||||
Total/Weighted Average |
| 363 |
| 206,322 |
| 23,634,618 |
| 100.0 | % | 76.3 | % |
| 366 |
| 236,776 |
| 24,662,105 |
| 100.0% |
| 88.3% |
|
Our Facilities
The following table sets forth certain additional information with respect to each of our facilities as of December 31, 2010.2013. Our ownership of each facility consists of a fee interest in the facility held by our Operating Partnership, or one of its subsidiaries, except for five of our Morris Township, NJ facility, that isfacilities, which are subject to a 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 |
| 128,999 |
| 73.5 | % | 797 |
| Y |
| 1.4 | % |
Chandler, AZ |
| 2005 |
| 1985 |
| 47,520 |
| 77.4 | % | 437 |
| Y |
| 6.9 | % |
Glendale, AZ |
| 1998 |
| 1987 |
| 56,850 |
| 78.6 | % | 517 |
| Y |
| 0.0 | % |
Green Valley, AZ |
| 2005 |
| 1985 |
| 25,100 |
| 62.2 | % | 253 |
| N |
| 8.2 | % |
Mesa I, AZ |
| 2006 |
| 1985 |
| 52,375 |
| 85.9 | % | 482 |
| N |
| 0.0 | % |
Mesa II, AZ |
| 2006 |
| 1981 |
| 45,445 |
| 87.3 | % | 383 |
| Y |
| 8.4 | % |
Mesa III, AZ |
| 2006 |
| 1986 |
| 58,264 |
| 75.1 | % | 489 |
| Y |
| 4.5 | % |
Phoenix I, AZ |
| 2006 |
| 1987 |
| 100,762 |
| 76.4 | % | 756 |
| Y |
| 8.8 | % |
Phoenix II, AZ |
| 2006 |
| 1974 |
| 45,270 |
| 89.0 | % | 402 |
| Y |
| 4.7 | % |
Scottsdale, AZ |
| 1998 |
| 1995 |
| 80,425 |
| 83.2 | % | 657 |
| Y |
| 9.6 | % |
Tempe, AZ |
| 2005 |
| 1975 |
| 53,890 |
| 77.8 | % | 403 |
| Y |
| 13.0 | % |
Tucson I, AZ |
| 1998 |
| 1974 |
| 59,350 |
| 82.2 | % | 483 |
| Y |
| 0.0 | % |
Tucson II, AZ |
| 1998 |
| 1988 |
| 43,950 |
| 82.7 | % | 528 |
| Y |
| 100.0 | % |
Tucson III, AZ |
| 2005 |
| 1979 |
| 49,822 |
| 84.6 | % | 481 |
| Y |
| 0.0 | % |
Tucson IV, AZ |
| 2005 |
| 1982 |
| 48,008 |
| 78.5 | % | 494 |
| Y |
| 3.6 | % |
Tucson V, AZ |
| 2005 |
| 1982 |
| 45,234 |
| 75.8 | % | 416 |
| Y |
| 3.0 | % |
Tucson VI, AZ |
| 2005 |
| 1982 |
| 40,766 |
| 81.5 | % | 408 |
| Y |
| 3.4 | % |
Tucson VII, AZ |
| 2005 |
| 1982 |
| 52,688 |
| 86.4 | % | 595 |
| Y |
| 2.0 | % |
Tucson VIII, AZ |
| 2005 |
| 1979 |
| 46,650 |
| 84.4 | % | 445 |
| Y |
| 0.0 | % |
Tucson IX, AZ |
| 2005 |
| 1984 |
| 67,648 |
| 74.1 | % | 604 |
| Y |
| 2.0 | % |
Tucson X, AZ |
| 2005 |
| 1981 |
| 46,350 |
| 73.0 | % | 421 |
| N |
| 0.0 | % |
Tucson XI, AZ |
| 2005 |
| 1974 |
| 42,800 |
| 84.1 | % | 423 |
| Y |
| 0.0 | % |
Tucson XII, AZ |
| 2005 |
| 1974 |
| 42,325 |
| 86.9 | % | 435 |
| Y |
| 4.8 | % |
Tucson XIII, AZ |
| 2005 |
| 1974 |
| 45,792 |
| 80.4 | % | 509 |
| Y |
| 0.0 | % |
Tucson XIV, AZ |
| 2005 |
| 1976 |
| 49,095 |
| 88.4 | % | 548 |
| Y |
| 8.8 | % |
Apple Valley I, CA |
| 1997 |
| 1984 |
| 73,440 |
| 59.3 | % | 527 |
| Y |
| 0.0 | % |
Apple Valley II, CA |
| 1997 |
| 1988 |
| 61,555 |
| 75.1 | % | 458 |
| Y |
| 5.3 | % |
Benecia, CA |
| 2005 |
| 1988/93/05 |
| 74,770 |
| 85.8 | % | 736 |
| Y |
| 0.0 | % |
Cathedral City, CA † |
| 2006 |
| 1982/92 |
| 109,340 |
| 59.2 | % | 708 |
| Y |
| 2.3 | % |
Citrus Heights, CA |
| 2005 |
| 1987 |
| 75,620 |
| 70.8 | % | 659 |
| Y |
| 0.0 | % |
Diamond Bar, CA |
| 2005 |
| 1988 |
| 103,034 |
| 75.0 | % | 898 |
| Y |
| 0.0 | % |
Escondido, CA |
| 2007 |
| 2002 |
| 142,870 |
| 80.0 | % | 1,228 |
| Y |
| 6.5 | % |
Fallbrook, CA |
| 1997 |
| 1985/88 |
| 46,620 |
| 87.5 | % | 449 |
| Y |
| 0.0 | % |
Lancaster, CA |
| 2001 |
| 1987 |
| 60,625 |
| 53.8 | % | 367 |
| N |
| 0.0 | % |
Long Beach, CA |
| 2006 |
| 1974 |
| 125,163 |
| 62.0 | % | 1,351 |
| Y |
| 0.0 | % |
Murrieta, CA |
| 2005 |
| 1996 |
| 49,815 |
| 83.5 | % | 421 |
| Y |
| 2.9 | % |
North Highlands, CA |
| 2005 |
| 1980 |
| 57,244 |
| 85.7 | % | 469 |
| Y |
| 0.0 | % |
Orangevale, CA |
| 2005 |
| 1980 |
| 50,392 |
| 75.1 | % | 525 |
| Y |
| 0.0 | % |
Palm Springs I, CA |
| 2006 |
| 1989 |
| 72,675 |
| 62.0 | % | 572 |
| Y |
| 0.0 | % |
Palm Springs II, CA † |
| 2006 |
| 1982/89 |
| 122,370 |
| 54.9 | % | 627 |
| Y |
| 8.5 | % |
Pleasanton, CA |
| 2005 |
| 2003 |
| 85,055 |
| 88.0 | % | 692 |
| Y |
| 0.0 | % |
Rancho Cordova, CA |
| 2005 |
| 1979 |
| 54,128 |
| 73.0 | % | 454 |
| Y |
| 0.0 | % |
Rialto I, CA |
| 1997 |
| 1987 |
| 57,411 |
| 59.7 | % | 505 |
| Y |
| 0.0 | % |
Rialto II, CA |
| 2006 |
| 1980 |
| 99,783 |
| 72.0 | % | 749 |
| N |
| 0.0 | % |
Riverside I, CA |
| 2006 |
| 1977 |
| 67,170 |
| 80.6 | % | 641 |
| Y |
| 0.0 | % |
Riverside II, CA |
| 2006 |
| 1985 |
| 85,196 |
| 50.9 | % | 828 |
| Y |
| 3.9 | % |
Roseville, CA |
| 2005 |
| 1979 |
| 59,869 |
| 78.2 | % | 549 |
| Y |
| 0.0 | % |
Sacramento I, CA |
| 2005 |
| 1979 |
| 51,114 |
| 77.9 | % | 540 |
| Y |
| 0.0 | % |
Sacramento II, CA |
| 2005 |
| 1986 |
| 61,856 |
| 61.7 | % | 551 |
| Y |
| 0.0 | % |
San Bernardino I, CA |
| 1997 |
| 1987 |
| 31,070 |
| 61.4 | % | 250 |
| N |
| 0.0 | % |
San Bernardino II, CA |
| 1997 |
| 1991 |
| 41,546 |
| 69.3 | % | 375 |
| Y |
| 0.0 | % |
San Bernardino IV, CA |
| 1997 |
| 1985/92 |
| 35,671 |
| 73.0 | % | 398 |
| N |
| 0.0 | % |
San Bernardino V, CA |
| 2005 |
| 2002/04 |
| 83,507 |
| 61.6 | % | 733 |
| Y |
| 11.8 | % |
San Bernardino VI, CA |
| 2006 |
| 1974 |
| 57,145 |
| 52.8 | % | 501 |
| Y |
| 4.2 | % |
San Bernardino VII, CA |
| 2006 |
| 1975 |
| 103,860 |
| 55.8 | % | 951 |
| Y |
| 0.0 | % |
San Bernardino VIII, CA |
| 2006 |
| 1978 |
| 78,729 |
| 82.0 | % | 623 |
| Y |
| 1.3 | % |
San Bernardino IX, CA |
| 2006 |
| 1977 |
| 95,129 |
| 52.5 | % | 890 |
| Y |
| 0.0 | % |
San Marcos, CA |
| 2005 |
| 1979 |
| 37,430 |
| 76.4 | % | 244 |
| Y |
| 0.0 | % |
Santa Ana, CA |
| 2006 |
| 1984 |
| 63,571 |
| 81.4 | % | 714 |
| Y |
| 2.4 | % |
South Sacramento, CA |
| 2005 |
| 1979 |
| 51,940 |
| 68.0 | % | 412 |
| Y |
| 0.0 | % |
Spring Valley, CA |
| 2006 |
| 1980 |
| 55,045 |
| 79.5 | % | 714 |
| Y |
| 0.0 | % |
Temecula I, CA |
| 1998 |
| 1985/2003 |
| 81,700 |
| 65.7 | % | 684 |
| Y |
| 46.4 | % |
Temecula II, CA |
| 2006 |
| 2003 |
| 84,398 |
| 80.3 | % | 627 |
| Y |
| 51.3 | % |
Thousand Palms, CA |
| 2006 |
| 1988/01 |
| 75,445 |
| 57.8 | % | 766 |
| Y |
| 27.1 | % |
Vista I, CA |
| 2001 |
| 1988 |
| 74,405 |
| 83.9 | % | 615 |
| Y |
| 0.0 | % |
Vista II, CA |
| 2005 |
| 2001/02/03 |
| 147,281 |
| 74.7 | % | 1,270 |
| Y |
| 2.3 | % |
Walnut, CA |
| 2005 |
| 1987 |
| 50,708 |
| 72.5 | % | 536 |
| Y |
| 9.2 | % |
West Sacramento, CA |
| 2005 |
| 1984 |
| 39,715 |
| 78.1 | % | 484 |
| Y |
| 0.0 | % |
Westminster, CA |
| 2005 |
| 1983/98 |
| 68,148 |
| 75.2 | % | 558 |
| Y |
| 0.0 | % |
Aurora, CO |
| 2005 |
| 1981 |
| 75,827 |
| 80.9 | % | 603 |
| Y |
| 0.0 | % |
Colorado Springs I, CO |
| 2005 |
| 1986 |
| 47,975 |
| 92.0 | % | 455 |
| Y |
| 0.0 | % |
Colorado Springs II, CO |
| 2006 |
| 2001 |
| 62,400 |
| 92.9 | % | 425 |
| Y |
| 0.0 | % |
Denver, CO |
| 2006 |
| 1997 |
| 59,200 |
| 83.2 | % | 451 |
| Y |
| 0.0 | % |
|
| Year Acquired/ |
| Year |
| Rentable |
|
|
|
|
| Manager |
| % Climate |
|
Facility Location |
| Developed (1) |
| Built |
| Square Feet |
| Occupancy (2) |
| Units |
| Apartment (3) |
| Controlled (4) |
|
Federal Heights, CO |
| 2005 |
| 1980 |
| 54,770 |
| 84.8 | % | 559 |
| Y |
| 0.0 | % |
Golden, CO |
| 2005 |
| 1985 |
| 86,580 |
| 81.6 | % | 623 |
| Y |
| 1.2 | % |
Littleton I , CO |
| 2005 |
| 1987 |
| 53,490 |
| 80.8 | % | 447 |
| Y |
| 37.4 | % |
Northglenn, CO |
| 2005 |
| 1980 |
| 52,102 |
| 77.2 | % | 498 |
| Y |
| 0.0 | % |
Bloomfield, CT |
| 1997 |
| 1987/93/94 |
| 48,700 |
| 71.6 | % | 436 |
| Y |
| 6.6 | % |
Branford, CT |
| 1995 |
| 1986 |
| 50,679 |
| 75.9 | % | 431 |
| Y |
| 2.2 | % |
Bristol, CT |
| 2005 |
| 1989/99 |
| 47,950 |
| 82.2 | % | 443 |
| N |
| 22.4 | % |
East Windsor, CT |
| 2005 |
| 1986/89 |
| 45,800 |
| 78.8 | % | 298 |
| N |
| 0.0 | % |
Enfield, CT |
| 2001 |
| 1989 |
| 52,875 |
| 87.9 | % | 369 |
| Y |
| 0.0 | % |
Gales Ferry, CT |
| 1995 |
| 1987/89 |
| 54,230 |
| 70.9 | % | 597 |
| N |
| 6.5 | % |
Manchester I, CT (6) |
| 2002 |
| 1999/00/01 |
| 47,125 |
| 76.0 | % | 459 |
| N |
| 37.6 | % |
Manchester II, CT |
| 2005 |
| 1984 |
| 52,725 |
| 72.4 | % | 394 |
| N |
| 0.0 | % |
Milford, CT |
| 1994 |
| 1975 |
| 44,885 |
| 82.4 | % | 376 |
| N |
| 4.0 | % |
Monroe, CT |
| 2005 |
| 1996/03 |
| 58,500 |
| 71.5 | % | 394 |
| N |
| 0.0 | % |
Mystic, CT |
| 1994 |
| 1975/86 |
| 50,725 |
| 82.9 | % | 560 |
| Y |
| 2.3 | % |
Newington I, CT |
| 2005 |
| 1978/97 |
| 42,520 |
| 68.4 | % | 247 |
| N |
| 0.0 | % |
Newington II, CT |
| 2005 |
| 1979/81 |
| 36,140 |
| 89.0 | % | 197 |
| N |
| 0.0 | % |
Old Saybrook I, CT |
| 2005 |
| 1982/88/00 |
| 86,950 |
| 86.1 | % | 716 |
| N |
| 5.9 | % |
Old Saybrook II, CT |
| 2005 |
| 1988/02 |
| 26,425 |
| 85.1 | % | 254 |
| N |
| 54.2 | % |
South Windsor, CT |
| 1994 |
| 1976 |
| 72,125 |
| 68.3 | % | 553 |
| Y |
| 1.1 | % |
Stamford, CT |
| 2005 |
| 1997 |
| 28,957 |
| 84.8 | % | 367 |
| N |
| 32.8 | % |
Washington, DC |
| 2008 |
| 2002 |
| 63,085 |
| 89.9 | % | 752 |
| Y |
| 96.5 | % |
Boca Raton, FL |
| 2001 |
| 1998 |
| 37,958 |
| 81.2 | % | 605 |
| N |
| 68.2 | % |
Boynton Beach I, FL |
| 2001 |
| 1999 |
| 61,977 |
| 81.4 | % | 763 |
| Y |
| 54.2 | % |
Boynton Beach II, FL |
| 2005 |
| 2001 |
| 61,727 |
| 66.9 | % | 580 |
| Y |
| 82.3 | % |
Bradenton I, FL |
| 2004 |
| 1979 |
| 68,391 |
| 63.9 | % | 635 |
| N |
| 2.7 | % |
Bradenton II, FL |
| 2004 |
| 1996 |
| 87,815 |
| 81.3 | % | 854 |
| Y |
| 40.1 | % |
Cape Coral, FL |
| 2000* |
| 2000 |
| 76,567 |
| 75.6 | % | 865 |
| Y |
| 83.5 | % |
Dania, FL |
| 1994 |
| 1988 |
| 58,270 |
| 69.9 | % | 497 |
| Y |
| 26.9 | % |
Dania Beach, FL (6) |
| 2004 |
| 1984 |
| 181,463 |
| 64.8 | % | 1,969 |
| N |
| 20.4 | % |
Davie, FL |
| 2001* |
| 2001 |
| 81,135 |
| 81.3 | % | 843 |
| Y |
| 55.6 | % |
Deerfield Beach, FL |
| 1998* |
| 1998 |
| 57,280 |
| 84.6 | % | 517 |
| Y |
| 38.8 | % |
Delray Beach, FL |
| 2001 |
| 1999 |
| 67,821 |
| 72.6 | % | 832 |
| Y |
| 39.3 | % |
Fernandina Beach, FL |
| 1996 |
| 1986 |
| 110,785 |
| 74.9 | % | 828 |
| Y |
| 35.7 | % |
Ft. Lauderdale, FL |
| 1999 |
| 1999 |
| 70,093 |
| 88.0 | % | 694 |
| Y |
| 46.8 | % |
Ft. Myers, FL |
| 1998 |
| 1998 |
| 67,558 |
| 60.3 | % | 592 |
| Y |
| 67.2 | % |
Jacksonville I, FL |
| 2005 |
| 2005 |
| 80,376 |
| 86.8 | % | 716 |
| N |
| 100.0 | % |
Jacksonville II, FL |
| 2007 |
| 2004 |
| 65,070 |
| 91.4 | % | 650 |
| N |
| 100.0 | % |
Jacksonville III, FL |
| 2007 |
| 2003 |
| 65,575 |
| 93.7 | % | 683 |
| N |
| 100.0 | % |
Jacksonville IV, FL |
| 2007 |
| 2006 |
| 77,515 |
| 78.7 | % | 701 |
| N |
| 100.0 | % |
Jacksonville V, FL |
| 2007 |
| 2004 |
| 82,165 |
| 80.4 | % | 702 |
| N |
| 82.4 | % |
Kendall, FL |
| 2007 |
| 2003 |
| 75,395 |
| 85.1 | % | 703 |
| N |
| 71.0 | % |
Lake Worth, FL † |
| 1998 |
| 1998/02 |
| 161,808 |
| 89.6 | % | 1,367 |
| Y |
| 37.2 | % |
Lakeland, FL |
| 1994 |
| 1988 |
| 49,095 |
| 79.3 | % | 491 |
| Y |
| 79.4 | % |
Lutz I, FL |
| 2004 |
| 2000 |
| 66,895 |
| 70.6 | % | 614 |
| Y |
| 37.0 | % |
Lutz II, FL |
| 2004 |
| 1999 |
| 69,232 |
| 78.3 | % | 538 |
| Y |
| 20.6 | % |
Margate I, FL † |
| 1994 |
| 1979/81 |
| 54,505 |
| 78.4 | % | 339 |
| N |
| 10.0 | % |
Margate II, FL † |
| 1996 |
| 1985 |
| 65,186 |
| 78.2 | % | 425 |
| Y |
| 28.8 | % |
Merrit Island, FL |
| 2000 |
| 2000 |
| 50,417 |
| 78.7 | % | 465 |
| Y |
| 56.7 | % |
Miami I, FL |
| 1995 |
| 1995 |
| 46,825 |
| 83.9 | % | 560 |
| Y |
| 52.1 | % |
Miami II, FL |
| 1994 |
| 1989 |
| 67,060 |
| 71.3 | % | 568 |
| Y |
| 8.0 | % |
Miami IV, FL |
| 2005 |
| 1988/03 |
| 150,590 |
| 71.3 | % | 1,523 |
| N |
| 86.9 | % |
Naples I, FL |
| 1996 |
| 1996 |
| 48,150 |
| 95.1 | % | 328 |
| Y |
| 26.6 | % |
Naples II, FL |
| 1997 |
| 1985 |
| 65,850 |
| 83.1 | % | 637 |
| Y |
| 44.6 | % |
Naples III, FL |
| 1997 |
| 1981/83 |
| 80,627 |
| 68.4 | % | 818 |
| Y |
| 23.8 | % |
Naples IV, FL |
| 1998 |
| 1990 |
| 40,475 |
| 75.3 | % | 435 |
| N |
| 43.3 | % |
Ocoee, FL |
| 2005 |
| 1997 |
| 76,130 |
| 80.1 | % | 627 |
| Y |
| 15.5 | % |
Orange City, FL |
| 2004 |
| 2001 |
| 59,586 |
| 80.2 | % | 648 |
| N |
| 39.1 | % |
Orlando I, FL (6) |
| 1997 |
| 1987 |
| 52,170 |
| 62.0 | % | 497 |
| Y |
| 4.9 | % |
Orlando II, FL |
| 2005 |
| 2002/04 |
| 63,084 |
| 87.0 | % | 580 |
| N |
| 74.2 | % |
Orlando III, FL |
| 2006 |
| 1988/90/96 |
| 104,140 |
| 65.6 | % | 791 |
| Y |
| 6.9 | % |
Orlando IV, FL |
| 2010 |
| 2009 |
| 76,615 |
| 44.8 | % | 645 |
| N |
| 64.4 | % |
Oviedo, FL |
| 2006 |
| 1988/1991 |
| 49,251 |
| 70.6 | % | 426 |
| Y |
| 3.2 | % |
Pembroke Pines, FL |
| 1997 |
| 1997 |
| 67,321 |
| 81.6 | % | 697 |
| Y |
| 63.2 | % |
Royal Palm Beach I, FL † |
| 1994 |
| 1988 |
| 98,961 |
| 61.1 | % | 675 |
| N |
| 54.5 | % |
Royal Palm Beach II, FL |
| 2007 |
| 2004 |
| 81,415 |
| 69.5 | % | 767 |
| N |
| 82.3 | % |
Sanford, FL |
| 2006 |
| 1988/2006 |
| 61,810 |
| 72.3 | % | 440 |
| Y |
| 28.6 | % |
Sarasota, FL |
| 1998 |
| 1998 |
| 71,102 |
| 65.2 | % | 525 |
| Y |
| 42.5 | % |
St. Augustine, FL |
| 1996 |
| 1985 |
| 59,725 |
| 71.9 | % | 698 |
| Y |
| 29.9 | % |
Stuart, FL |
| 1997 |
| 1995 |
| 86,883 |
| 64.4 | % | 978 |
| Y |
| 51.7 | % |
SW Ranches, FL |
| 2007 |
| 2004 |
| 64,955 |
| 81.8 | % | 648 |
| N |
| 85.3 | % |
Tampa, FL |
| 2007 |
| 2001/2002 |
| 83,738 |
| 83.6 | % | 796 |
| N |
| 28.5 | % |
West Palm Beach I, FL |
| 2001 |
| 1997 |
| 68,063 |
| 79.0 | % | 984 |
| Y |
| 47.2 | % |
|
| Year Acquired/ |
| Year |
| Rentable |
|
|
|
|
| Manager |
| % Climate |
|
Facility Location |
| Developed (1) |
| Built |
| Square Feet |
| Occupancy (2) |
| Units |
| Apartment (3) |
| Controlled (4) |
|
West Palm Beach II, FL |
| 2004 |
| 1996 |
| 94,503 |
| 84.8 | % | 836 |
| Y |
| 73.9 | % |
Alpharetta, GA |
| 2001 |
| 1996 |
| 90,485 |
| 77.5 | % | 665 |
| Y |
| 75.1 | % |
Austell , GA |
| 2006 |
| 2000 |
| 83,625 |
| 70.8 | % | 644 |
| Y |
| 66.0 | % |
Decatur, GA |
| 1998 |
| 1986 |
| 148,480 |
| 72.9 | % | 1,281 |
| Y |
| 2.3 | % |
Norcross, GA |
| 2001 |
| 1997 |
| 85,410 |
| 77.1 | % | 573 |
| Y |
| 55.8 | % |
Peachtree City, GA |
| 2001 |
| 1997 |
| 49,875 |
| 86.7 | % | 438 |
| N |
| 75.6 | % |
Smyrna, GA |
| 2001 |
| 2000 |
| 56,820 |
| 82.1 | % | 488 |
| Y |
| 100.0 | % |
Snellville, GA |
| 2007 |
| 1996/1997 |
| 80,000 |
| 85.3 | % | 755 |
| Y |
| 27.1 | % |
Suwanee I, GA |
| 2007 |
| 2000/2003 |
| 85,240 |
| 68.5 | % | 616 |
| Y |
| 28.7 | % |
Suwanee II, GA |
| 2007 |
| 2005 |
| 79,640 |
| 69.9 | % | 573 |
| N |
| 61.8 | % |
Addison, IL |
| 2004 |
| 1979 |
| 31,325 |
| 88.9 | % | 367 |
| Y |
| 0.0 | % |
Aurora, IL |
| 2004 |
| 1996 |
| 74,435 |
| 75.8 | % | 554 |
| Y |
| 6.9 | % |
Bartlett, IL |
| 2004 |
| 1987 |
| 51,425 |
| 83.2 | % | 411 |
| Y |
| 33.5 | % |
Bellwood, IL |
| 2001 |
| 1999 |
| 86,650 |
| 83.6 | % | 742 |
| Y |
| 52.1 | % |
Des Plaines, IL (6) |
| 2004 |
| 1978 |
| 74,400 |
| 89.1 | % | 637 |
| N |
| 0.0 | % |
Elk Grove Village, IL |
| 2004 |
| 1987 |
| 64,129 |
| 88.0 | % | 626 |
| Y |
| 5.5 | % |
Glenview, IL |
| 2004 |
| 1998 |
| 100,115 |
| 95.0 | % | 738 |
| Y |
| 100.0 | % |
Gurnee, IL |
| 2004 |
| 1987 |
| 80,300 |
| 78.7 | % | 722 |
| N |
| 34.1 | % |
Hanover, IL |
| 2004 |
| 1987 |
| 41,178 |
| 76.0 | % | 408 |
| Y |
| 0.4 | % |
Harvey, IL |
| 2004 |
| 1987 |
| 60,090 |
| 84.2 | % | 575 |
| Y |
| 3.0 | % |
Joliet, IL |
| 2004 |
| 1993 |
| 73,175 |
| 72.0 | % | 528 |
| Y |
| 100.0 | % |
Kildeer, IL |
| 2004 |
| 1988 |
| 46,275 |
| 89.0 | % | 429 |
| Y |
| 0.0 | % |
Lombard, IL |
| 2004 |
| 1981 |
| 58,188 |
| 85.3 | % | 548 |
| Y |
| 9.8 | % |
Mount Prospect, IL |
| 2004 |
| 1979 |
| 65,000 |
| 88.2 | % | 587 |
| Y |
| 12.7 | % |
Mundelein, IL |
| 2004 |
| 1990 |
| 44,700 |
| 79.6 | % | 490 |
| Y |
| 8.9 | % |
North Chicago, IL |
| 2004 |
| 1985 |
| 53,350 |
| 74.2 | % | 428 |
| N |
| 0.0 | % |
Plainfield I, IL |
| 2004 |
| 1998 |
| 53,800 |
| 88.7 | % | 401 |
| N |
| 3.3 | % |
Plainfield II, IL |
| 2005 |
| 2000 |
| 51,900 |
| 72.3 | % | 353 |
| N |
| 22.8 | % |
Schaumburg, IL |
| 2004 |
| 1988 |
| 31,160 |
| 88.3 | % | 321 |
| N |
| 5.6 | % |
Streamwood, IL |
| 2004 |
| 1982 |
| 64,305 |
| 73.9 | % | 567 |
| N |
| 4.4 | % |
Warrensville, IL |
| 2005 |
| 1977/89 |
| 48,796 |
| 77.6 | % | 378 |
| N |
| 0.0 | % |
Waukegan, IL |
| 2004 |
| 1977 |
| 79,500 |
| 79.1 | % | 691 |
| Y |
| 8.4 | % |
West Chicago, IL |
| 2004 |
| 1979 |
| 48,175 |
| 83.5 | % | 426 |
| Y |
| 0.0 | % |
Westmont, IL |
| 2004 |
| 1979 |
| 53,700 |
| 90.6 | % | 386 |
| Y |
| 0.0 | % |
Wheeling I, IL |
| 2004 |
| 1974 |
| 54,210 |
| 81.6 | % | 493 |
| N |
| 0.0 | % |
Wheeling II, IL |
| 2004 |
| 1979 |
| 67,825 |
| 68.7 | % | 603 |
| Y |
| 7.3 | % |
Woodridge, IL |
| 2004 |
| 1987 |
| 50,262 |
| 79.9 | % | 466 |
| Y |
| 6.7 | % |
Indianapolis I, IN |
| 2004 |
| 1987 |
| 43,600 |
| 76.9 | % | 326 |
| N |
| 0.0 | % |
Indianapolis II, IN |
| 2004 |
| 1997 |
| 44,900 |
| 75.9 | % | 454 |
| Y |
| 15.6 | % |
Indianapolis III, IN |
| 2004 |
| 1999 |
| 60,850 |
| 77.8 | % | 496 |
| Y |
| 32.8 | % |
Indianapolis IV, IN |
| 2004 |
| 1976 |
| 62,105 |
| 68.6 | % | 526 |
| Y |
| 0.0 | % |
Indianapolis V, IN |
| 2004 |
| 1999 |
| 74,825 |
| 88.7 | % | 584 |
| Y |
| 33.6 | % |
Indianapolis VI, IN |
| 2004 |
| 1976 |
| 73,003 |
| 68.7 | % | 717 |
| Y |
| 0.0 | % |
Indianapolis VII, IN |
| 2004 |
| 1992 |
| 91,777 |
| 71.5 | % | 808 |
| Y |
| 6.4 | % |
Indianapolis VIII, IN |
| 2004 |
| 1975 |
| 79,998 |
| 63.8 | % | 702 |
| Y |
| 0.0 | % |
Indianapolis IX, IN |
| 2004 |
| 1976 |
| 61,732 |
| 70.5 | % | 544 |
| Y |
| 0.0 | % |
Baton Rouge I, LA |
| 1997 |
| 1980 |
| 35,200 |
| 80.5 | % | 329 |
| N |
| 11.6 | % |
Baton Rouge II, LA |
| 1997 |
| 1980/1995 |
| 80,277 |
| 80.6 | % | 563 |
| Y |
| 40.5 | % |
Slidell, LA |
| 2001 |
| 1998 |
| 79,540 |
| 79.5 | % | 523 |
| Y |
| 46.6 | % |
Boston I, MA |
| 2010 |
| 555 |
| 33,993 |
| 51.1 | % | 592 |
| N |
| 98.5 | % |
Boston II, MA |
| 2002 |
| 2001 |
| 60,695 |
| 71.6 | % | 630 |
| Y |
| 100.0 | % |
Leominster, MA |
| 1998 |
| 1987/88/00 |
| 53,823 |
| 65.3 | % | 500 |
| Y |
| 38.5 | % |
Medford, MA |
| 2007 |
| 2001 |
| 58,815 |
| 67.1 | % | 656 |
| Y |
| 96.0 | % |
Baltimore, MD |
| 2001 |
| 1999/00 |
| 93,350 |
| 77.2 | % | 809 |
| Y |
| 45.3 | % |
California, MD |
| 2004 |
| 1998 |
| 77,865 |
| 86.7 | % | 723 |
| Y |
| 39.0 | % |
Gaithersburg, MD |
| 2005 |
| 1998 |
| 87,045 |
| 85.8 | % | 784 |
| Y |
| 42.0 | % |
Laurel, MD † |
| 2001 |
| 1978/99/00 |
| 162,792 |
| 73.8 | % | 1,020 |
| N |
| 41.1 | % |
Temple Hills, MD |
| 2001 |
| 2000 |
| 97,200 |
| 83.4 | % | 826 |
| Y |
| 68.8 | % |
Grand Rapids, MI |
| 1996 |
| 1976 |
| 87,381 |
| 66.3 | % | 525 |
| Y |
| 0.0 | % |
Portage, MI (6) |
| 1996 |
| 1980 |
| 50,280 |
| 92.6 | % | 386 |
| Y |
| 0.0 | % |
Romulus, MI |
| 1997 |
| 1997 |
| 42,050 |
| 73.8 | % | 339 |
| Y |
| 7.4 | % |
Wyoming, MI |
| 1996 |
| 1987 |
| 91,158 |
| 67.2 | % | 635 |
| N |
| 0.0 | % |
Gulfport, MS |
| 1997 |
| 1977/93 |
| 61,251 |
| 80.9 | % | 507 |
| Y |
| 33.5 | % |
Belmont, NC |
| 2001 |
| 1996/97/98 |
| 81,448 |
| 71.7 | % | 581 |
| N |
| 24.2 | % |
Burlington I, NC |
| 2001 |
| 1990/91/93/94/98 |
| 109,346 |
| 61.5 | % | 947 |
| N |
| 4.7 | % |
Burlington II, NC |
| 2001 |
| 1991 |
| 42,205 |
| 69.3 | % | 394 |
| Y |
| 12.0 | % |
Cary, NC |
| 2001 |
| 1993/94/97 |
| 112,324 |
| 75.2 | % | 793 |
| N |
| 7.3 | % |
Charlotte, NC |
| 1999 |
| 1999 |
| 69,000 |
| 86.0 | % | 736 |
| Y |
| 52.8 | % |
Raleigh, NC |
| 1998 |
| 1994/95 |
| 48,675 |
| 90.4 | % | 408 |
| N |
| 8.2 | % |
Brick, NJ |
| 1994 |
| 1981 |
| 51,725 |
| 71.1 | % | 431 |
| N |
| 0.0 | % |
Cherry Hill, NJ |
| 2010 |
| 2004 |
| 52,600 |
| 51.5 | % | 374 |
| Y |
| 0.0 | % |
Clifton, NJ |
| 2005 |
| 2001 |
| 105,550 |
| 78.1 | % | 1,018 |
| Y |
| 85.5 | % |
Facility Location |
| Year |
| Year Built |
| Rentable |
| Occupancy |
| Units |
| Manager |
| % |
|
Chandler I, AZ |
| 2005 |
| 1985 |
| 47,520 |
| 83.6% |
| 436 |
| Y |
| 11.4% |
|
Chandler II, AZ |
| 2013 |
| 2008 |
| 83,859 |
| 58.3% |
| 1,188 |
| N |
| 100.0% |
|
Gilbert, AZ |
| 2013 |
| 2010 |
| 57,430 |
| 86.2% |
| 454 |
| N |
| 84.0% |
|
Glendale, AZ |
| 1998 |
| 1987 |
| 56,807 |
| 87.5% |
| 515 |
| Y |
| 0.0% |
|
Green Valley, AZ |
| 2005 |
| 1985 |
| 25,200 |
| 82.5% |
| 257 |
| N |
| 0.0% |
|
Mesa I, AZ |
| 2006 |
| 1985 |
| 52,375 |
| 91.6% |
| 484 |
| N |
| 0.0% |
|
Mesa II, AZ |
| 2006 |
| 1981 |
| 45,461 |
| 83.3% |
| 392 |
| Y |
| 5.1% |
|
Mesa III, AZ |
| 2006 |
| 1986 |
| 58,264 |
| 88.0% |
| 497 |
| Y |
| 0.0% |
|
Phoenix I, AZ |
| 2006 |
| 1987 |
| 100,775 |
| 83.4% |
| 746 |
| Y |
| 0.0% |
|
Phoenix II, AZ |
| 2006 |
| 1974 |
| 83,415 |
| 88.7% |
| 808 |
| Y |
| 0.0% |
|
Scottsdale, AZ |
| 1998 |
| 1995 |
| 79,825 |
| 86.9% |
| 655 |
| Y |
| 0.0% |
|
Tempe I, AZ |
| 2005 |
| 1975 |
| 53,890 |
| 86.5% |
| 405 |
| Y |
| 0.0% |
|
Tempe II, AZ |
| 2013 |
| 2007 |
| 35,125 |
| 87.0% |
| 430 |
| N |
| 71.5% |
|
Tucson I, AZ |
| 1998 |
| 1974 |
| 59,500 |
| 82.9% |
| 480 |
| Y |
| 0.0% |
|
Tucson II, AZ |
| 1998 |
| 1988 |
| 43,850 |
| 87.7% |
| 534 |
| Y |
| 100.0% |
|
Tucson III, AZ |
| 2005 |
| 1979 |
| 49,832 |
| 86.4% |
| 483 |
| N |
| 0.0% |
|
Tucson IV, AZ |
| 2005 |
| 1982 |
| 48,040 |
| 86.4% |
| 486 |
| Y |
| 13.5% |
|
Tucson V, AZ |
| 2005 |
| 1982 |
| 45,134 |
| 79.8% |
| 418 |
| Y |
| 11.7% |
|
Tucson VI, AZ |
| 2005 |
| 1982 |
| 40,814 |
| 85.3% |
| 406 |
| Y |
| 13.2% |
|
Tucson VII, AZ |
| 2005 |
| 1982 |
| 52,638 |
| 87.8% |
| 591 |
| Y |
| 6.9% |
|
Tucson VIII, AZ |
| 2005 |
| 1979 |
| 46,550 |
| 83.5% |
| 439 |
| Y |
| 0.0% |
|
Tucson IX, AZ |
| 2005 |
| 1984 |
| 67,545 |
| 85.9% |
| 599 |
| Y |
| 6.2% |
|
Tucson X, AZ |
| 2005 |
| 1981 |
| 46,250 |
| 85.2% |
| 412 |
| N |
| 0.0% |
|
Tucson XI, AZ |
| 2005 |
| 1974 |
| 42,700 |
| 85.5% |
| 409 |
| Y |
| 0.0% |
|
Tucson XII, AZ |
| 2005 |
| 1974 |
| 42,225 |
| 85.2% |
| 425 |
| Y |
| 4.0% |
|
Tucson XIII, AZ |
| 2005 |
| 1974 |
| 45,800 |
| 82.8% |
| 496 |
| Y |
| 0.0% |
|
Tucson XIV, AZ |
| 2005 |
| 1976 |
| 49,095 |
| 90.3% |
| 553 |
| Y |
| 0.0% |
|
Benicia, CA |
| 2005 |
| 1988/93/2005 |
| 74,770 |
| 91.2% |
| 731 |
| Y |
| 0.0% |
|
Citrus Heights, CA |
| 2005 |
| 1987 |
| 75,620 |
| 86.8% |
| 677 |
| Y |
| 0.0% |
|
Diamond Bar, CA |
| 2005 |
| 1988 |
| 102,984 |
| 90.8% |
| 901 |
| Y |
| 0.0% |
|
Escondido, CA |
| 2007 |
| 2002 |
| 142,645 |
| 91.0% |
| 1,221 |
| Y |
| 11.6% |
|
Fallbrook, CA |
| 1997 |
| 1985/88 |
| 46,420 |
| 87.3% |
| 445 |
| Y |
| 0.0% |
|
Lancaster, CA |
| 2001 |
| 1987 |
| 60,675 |
| 91.4% |
| 337 |
| Y |
| 0.0% |
|
Long Beach, CA |
| 2006 |
| 1974 |
| 125,121 |
| 88.1% |
| 1,351 |
| Y |
| 0.0% |
|
Murrieta, CA |
| 2005 |
| 1996 |
| 49,855 |
| 80.9% |
| 427 |
| Y |
| 4.9% |
|
North Highlands, CA |
| 2005 |
| 1980 |
| 57,094 |
| 84.9% |
| 469 |
| Y |
| 0.0% |
|
Orangevale, CA |
| 2005 |
| 1980 |
| 50,392 |
| 90.8% |
| 525 |
| Y |
| 0.0% |
|
Pleasanton, CA |
| 2005 |
| 2003 |
| 85,045 |
| 86.1% |
| 693 |
| Y |
| 0.0% |
|
|
| Year Acquired/ |
| Year |
| Rentable |
|
|
|
|
| Manager |
| % Climate |
|
Facility Location |
| Developed (1) |
| Built |
| Square Feet |
| Occupancy (2) |
| Units |
| Apartment (3) |
| Controlled (4) |
|
Cranford, NJ |
| 1994 |
| 1987 |
| 91,250 |
| 72.6 | % | 852 |
| Y |
| 7.9 | % |
East Hanover, NJ |
| 1994 |
| 1983 |
| 107,579 |
| 64.4 | % | 970 |
| N |
| 1.6 | % |
Egg Harbor I, NJ |
| 2010 |
| 2005 |
| 39,425 |
| 37.3 | % | 284 |
| N |
| 11.5 | % |
Egg Harbor II, NJ |
| 2010 |
| 2002 |
| 71,175 |
| 37.5 | % | 706 |
| N |
| 16.4 | % |
Elizabeth, NJ |
| 2005 |
| 1925/97 |
| 38,830 |
| 77.3 | % | 673 |
| N |
| 0.0 | % |
Fairview, NJ |
| 1997 |
| 1989 |
| 27,925 |
| 68.5 | % | 449 |
| N |
| 100.0 | % |
Hamilton, NJ |
| 2006 |
| 1990 |
| 70,550 |
| 60.5 | % | 610 |
| Y |
| 0.0 | % |
Hoboken, NJ |
| 2005 |
| 1945/97 |
| 34,180 |
| 80.3 | % | 742 |
| N |
| 100.0 | % |
Linden, NJ |
| 1994 |
| 1983 |
| 100,325 |
| 62.9 | % | 1,117 |
| N |
| 2.8 | % |
Morris Township, NJ (5) |
| 1997 |
| 1972 |
| 71,776 |
| 72.4 | % | 565 |
| Y |
| 1.3 | % |
Parsippany, NJ |
| 1997 |
| 1981 |
| 66,325 |
| 84.2 | % | 566 |
| Y |
| 6.9 | % |
Randolph, NJ |
| 2002 |
| 1998/99 |
| 52,565 |
| 75.7 | % | 546 |
| Y |
| 82.5 | % |
Sewell, NJ |
| 2001 |
| 1984/98 |
| 57,830 |
| 83.5 | % | 463 |
| N |
| 5.3 | % |
Albuquerque I, NM |
| 2005 |
| 1985 |
| 65,927 |
| 83.3 | % | 610 |
| Y |
| 3.2 | % |
Albuquerque II, NM |
| 2005 |
| 1985 |
| 58,598 |
| 83.1 | % | 514 |
| Y |
| 4.1 | % |
Albuquerque III, NM |
| 2005 |
| 1986 |
| 57,536 |
| 87.3 | % | 503 |
| Y |
| 4.7 | % |
Carlsbad, NM |
| 2005 |
| 1975 |
| 39,999 |
| 95.2 | % | 341 |
| Y |
| 0.0 | % |
Deming, NM |
| 2005 |
| 1973/83 |
| 33,005 |
| 83.5 | % | 232 |
| Y |
| 0.0 | % |
Las Cruces, NM |
| 2005 |
| 1984 |
| 65,740 |
| 69.2 | % | 532 |
| Y |
| 2.1 | % |
Lovington, NM |
| 2005 |
| 1975 |
| 15,550 |
| 85.5 | % | 250 |
| Y |
| 0.0 | % |
Silver City, NM |
| 2005 |
| 1972 |
| 26,975 |
| 86.2 | % | 252 |
| Y |
| 0.0 | % |
Truth or Consequences, NM |
| 2005 |
| 1977/99/00 |
| 24,010 |
| 74.2 | % | 174 |
| Y |
| 0.0 | % |
Las Vegas I, NV † |
| 2006 |
| 1986 |
| 47,882 |
| 79.8 | % | 375 |
| Y |
| 5.6 | % |
Las Vegas II, NV |
| 2006 |
| 1997 |
| 48,850 |
| 89.9 | % | 518 |
| Y |
| 75.2 | % |
Jamaica, NY |
| 2001 |
| 2000 |
| 88,415 |
| 74.6 | % | 919 |
| Y |
| 30.7 | % |
Bronx, NY |
| 2010 |
| 1931/2004 |
| 66,865 |
| 74.7 | % | 1,333 |
| N |
| 100.0 | % |
Brooklyn, NY |
| 2010 |
| 1917/2004 |
| 56,970 |
| 76.6 | % | 861 |
| N |
| 100.0 | % |
Queens, NY |
| 2010 |
| 1962/2003 |
| 61,090 |
| 65.9 | % | 1,143 |
| N |
| 25.2 | % |
Wyckoff, NY |
| 2010 |
| 1910/2007 |
| 62,245 |
| 81.3 | % | 1,039 |
| N |
| 90.2 | % |
New Rochelle, NY |
| 2005 |
| 1998 |
| 48,431 |
| 80.1 | % | 399 |
| N |
| 15.0 | % |
North Babylon, NY |
| 1998 |
| 1988/99 |
| 78,188 |
| 79.5 | % | 650 |
| N |
| 9.0 | % |
Riverhead, NY |
| 2005 |
| 1985/86/99 |
| 38,240 |
| 71.2 | % | 326 |
| N |
| 0.0 | % |
Southold, NY |
| 2005 |
| 1989 |
| 58,795 |
| 70.5 | % | 599 |
| N |
| 3.0 | % |
Boardman, OH |
| 1980 |
| 1980/89 |
| 65,495 |
| 74.9 | % | 515 |
| Y |
| 24.0 | % |
Canton I, OH |
| 2005 |
| 1979/87 |
| 39,750 |
| 73.2 | % | 407 |
| N |
| 0.0 | % |
Canton II, OH |
| 2005 |
| 1997 |
| 26,200 |
| 88.9 | % | 192 |
| N |
| 0.0 | % |
Centerville I, OH |
| 2004 |
| 1976 |
| 80,690 |
| 68.2 | % | 619 |
| Y |
| 0.0 | % |
Centerville II, OH |
| 2004 |
| 1976 |
| 43,150 |
| 63.9 | % | 304 |
| N |
| 0.0 | % |
Cleveland I, OH |
| 2005 |
| 1997/99 |
| 46,000 |
| 87.6 | % | 338 |
| Y |
| 4.9 | % |
Cleveland II, OH |
| 2005 |
| 2000 |
| 58,425 |
| 53.2 | % | 568 |
| Y |
| 0.0 | % |
Columbus, OH |
| 2006 |
| 1999 |
| 72,155 |
| 73.1 | % | 607 |
| Y |
| 26.1 | % |
Dayton I, OH |
| 2004 |
| 1978 |
| 43,100 |
| 64.3 | % | 341 |
| N |
| 0.0 | % |
Dayton II, OH |
| 2005 |
| 1989/00 |
| 48,149 |
| 80.0 | % | 391 |
| Y |
| 1.7 | % |
Euclid I, OH |
| 1988* |
| 1988 |
| 46,710 |
| 71.6 | % | 423 |
| N |
| 22.3 | % |
Euclid II, OH |
| 1988* |
| 1988 |
| 47,275 |
| 59.5 | % | 376 |
| Y |
| 0.0 | % |
Grove City, OH |
| 2006 |
| 1997 |
| 89,290 |
| 75.1 | % | 772 |
| Y |
| 16.9 | % |
Hilliard, OH |
| 2006 |
| 1995 |
| 89,690 |
| 71.9 | % | 780 |
| Y |
| 24.5 | % |
Lakewood, OH |
| 1989* |
| 1989 |
| 39,337 |
| 81.2 | % | 456 |
| Y |
| 24.6 | % |
Louisville, OH |
| 2005 |
| 1988/90 |
| 53,900 |
| 74.5 | % | 387 |
| N |
| 0.0 | % |
Marblehead, OH |
| 2005 |
| 1988/98 |
| 52,300 |
| 78.8 | % | 378 |
| Y |
| 0.0 | % |
Mason, OH |
| 1998 |
| 1981 |
| 33,900 |
| 79.3 | % | 279 |
| Y |
| 0.0 | % |
Mentor, OH |
| 2005 |
| 1983/99 |
| 51,225 |
| 90.4 | % | 366 |
| N |
| 16.1 | % |
Miamisburg, OH |
| 2004 |
| 1975 |
| 59,930 |
| 66.4 | % | 430 |
| Y |
| 0.0 | % |
Middleburg Heights, OH |
| 1980* |
| 1980 |
| 93,025 |
| 88.5 | % | 669 |
| Y |
| 3.8 | % |
North Canton I, OH |
| 1979* |
| 1979 |
| 45,200 |
| 78.7 | % | 318 |
| Y |
| 0.0 | % |
North Canton II, OH |
| 1983* |
| 1983 |
| 44,140 |
| 80.0 | % | 346 |
| Y |
| 15.8 | % |
North Olmsted I, OH |
| 1979* |
| 1979 |
| 48,665 |
| 76.6 | % | 440 |
| Y |
| 7.0 | % |
North Olmsted II, OH |
| 1988* |
| 1988 |
| 47,850 |
| 75.6 | % | 397 |
| Y |
| 14.2 | % |
North Randall, OH |
| 1998* |
| 1998/02 |
| 80,099 |
| 84.9 | % | 799 |
| N |
| 90.8 | % |
Perry, OH |
| 2005 |
| 1992/97 |
| 63,700 |
| 75.7 | % | 420 |
| Y |
| 0.0 | % |
Reynoldsburg, OH |
| 2006 |
| 1979 |
| 66,895 |
| 71.9 | % | 664 |
| Y |
| 0.0 | % |
Strongsville, OH |
| 2007 |
| 1978 |
| 43,727 |
| 85.0 | % | 399 |
| Y |
| 100.0 | % |
Warrensville Heights, OH |
| 1980* |
| 1980/82/98 |
| 90,281 |
| 80.6 | % | 713 |
| Y |
| 0.0 | % |
Westlake, OH |
| 2005 |
| 2001 |
| 62,750 |
| 86.9 | % | 453 |
| Y |
| 6.1 | % |
Willoughby, OH |
| 2005 |
| 1997 |
| 34,064 |
| 70.4 | % | 266 |
| Y |
| 10.1 | % |
Youngstown, OH |
| 1977* |
| 1977 |
| 65,950 |
| 72.6 | % | 523 |
| Y |
| 1.2 | % |
Levittown, PA |
| 2001 |
| 2000 |
| 76,180 |
| 79.6 | % | 654 |
| Y |
| 36.3 | % |
Philadelphia, PA |
| 2001 |
| 1999 |
| 97,639 |
| 86.0 | % | 961 |
| N |
| 47.1 | % |
Alcoa, TN |
| 2005 |
| 1986 |
| 42,325 |
| 83.9 | % | 355 |
| Y |
| 0.0 | % |
Antioch, TN |
| 2005 |
| 1985/98 |
| 76,160 |
| 83.3 | % | 618 |
| Y |
| 8.5 | % |
Cordova I, TN |
| 2005 |
| 1987 |
| 54,125 |
| 72.5 | % | 386 |
| Y |
| 0.0 | % |
Facility Location |
| Year |
| Year Built |
| Rentable |
| Occupancy |
| Units |
| Manager |
| % |
|
Rancho Cordova, CA |
| 2005 |
| 1979 |
| 53,978 |
| 82.4% |
| 455 |
| Y |
| 0.0% |
|
Rialto I, CA |
| 2006 |
| 1987 |
| 57,391 |
| 85.8% |
| 437 |
| Y |
| 0.0% |
|
Rialto II, CA |
| 1997 |
| 1980 |
| 99,783 |
| 85.0% |
| 714 |
| Y |
| 0.0% |
|
Riverside I, CA |
| 2006 |
| 1977 |
| 67,120 |
| 86.2% |
| 639 |
| Y |
| 0.0% |
|
Riverside II, CA |
| 2006 |
| 1985 |
| 85,426 |
| 91.0% |
| 810 |
| Y |
| 5.5% |
|
Roseville, CA |
| 2005 |
| 1979 |
| 59,869 |
| 86.6% |
| 543 |
| Y |
| 0.0% |
|
Sacramento I, CA |
| 2005 |
| 1979 |
| 50,714 |
| 86.6% |
| 548 |
| Y |
| 0.0% |
|
Sacramento II, CA |
| 2005 |
| 1986 |
| 61,888 |
| 88.8% |
| 550 |
| Y |
| 0.0% |
|
San Bernardino I, CA |
| 1997 |
| 1987 |
| 31,070 |
| 81.2% |
| 236 |
| N |
| 0.0% |
|
San Bernardino II, CA |
| 1997 |
| 1991 |
| 41,546 |
| 84.4% |
| 373 |
| Y |
| 0.0% |
|
San Bernardino III, CA |
| 1997 |
| 1985/92 |
| 35,416 |
| 83.1% |
| 371 |
| N |
| 0.0% |
|
San Bernardino IV, CA |
| 2005 |
| 2002/04 |
| 83,057 |
| 85.6% |
| 679 |
| Y |
| 12.5% |
|
San Bernardino V, CA |
| 2006 |
| 1974 |
| 57,595 |
| 90.5% |
| 468 |
| Y |
| 7.0% |
|
San Bernardino VII, CA |
| 2006 |
| 1978 |
| 78,729 |
| 93.5% |
| 604 |
| Y |
| 2.1% |
|
San Bernardino VIII, CA |
| 2006 |
| 1977 |
| 95,604 |
| 80.5% |
| 812 |
| Y |
| 0.0% |
|
San Marcos, CA |
| 2005 |
| 1979 |
| 37,430 |
| 92.1% |
| 242 |
| Y |
| 0.0% |
|
Santa Ana, CA |
| 2006 |
| 1984 |
| 63,816 |
| 89.2% |
| 714 |
| Y |
| 3.9% |
|
South Sacramento, CA |
| 2005 |
| 1979 |
| 52,565 |
| 82.3% |
| 415 |
| Y |
| 0.0% |
|
Spring Valley, CA |
| 2006 |
| 1980 |
| 55,045 |
| 88.4% |
| 713 |
| Y |
| 0.0% |
|
Temecula I, CA |
| 1998 |
| 1985/2003 |
| 81,310 |
| 87.8% |
| 691 |
| Y |
| 45.5% |
|
Temecula II, CA |
| 2007 |
| 2003 |
| 84,318 |
| 86.7% |
| 634 |
| Y |
| 54.4% |
|
Vista I, CA |
| 2001 |
| 1988 |
| 74,405 |
| 94.0% |
| 622 |
| Y |
| 0.0% |
|
Vista II, CA |
| 2005 |
| 2001/02/03 |
| 147,941 |
| 91.8% |
| 1,276 |
| Y |
| 3.8% |
|
Walnut, CA |
| 2005 |
| 1987 |
| 50,708 |
| 90.3% |
| 537 |
| Y |
| 15.8% |
|
West Sacramento, CA |
| 2005 |
| 1984 |
| 40,015 |
| 93.7% |
| 478 |
| Y |
| 0.0% |
|
Westminster, CA |
| 2005 |
| 1983/98 |
| 68,428 |
| 91.9% |
| 559 |
| Y |
| 0.0% |
|
Aurora, CO |
| 2005 |
| 1981 |
| 75,867 |
| 89.3% |
| 617 |
| Y |
| 0.0% |
|
Colorado Springs I, CO |
| 2005 |
| 1986 |
| 47,975 |
| 82.1% |
| 462 |
| Y |
| 0.0% |
|
Colorado Springs II, CO |
| 2006 |
| 2001 |
| 62,400 |
| 78.8% |
| 433 |
| Y |
| 0.0% |
|
Denver I, CO |
| 2006 |
| 1997 |
| 59,200 |
| 89.7% |
| 449 |
| Y |
| 0.0% |
|
Denver II, CO |
| 2012 |
| 2007 |
| 74,435 |
| 92.3% |
| 675 |
| N |
| 94.8% |
|
Federal Heights, CO |
| 2005 |
| 1980 |
| 54,770 |
| 87.7% |
| 544 |
| Y |
| 0.0% |
|
Golden, CO |
| 2005 |
| 1985 |
| 87,800 |
| 87.0% |
| 641 |
| Y |
| 1.6% |
|
Littleton, CO |
| 2005 |
| 1987 |
| 53,490 |
| 88.3% |
| 442 |
| Y |
| 0.0% |
|
Northglenn, CO |
| 2005 |
| 1980 |
| 52,102 |
| 86.9% |
| 497 |
| Y |
| 0.0% |
|
Bloomfield, CT |
| 1997 |
| 1987/93/94 |
| 48,700 |
| 87.3% |
| 440 |
| Y |
| 8.6% |
|
Branford, CT |
| 1995 |
| 1986 |
| 50,679 |
| 86.3% |
| 434 |
| Y |
| 3.4% |
|
Bristol, CT |
| 2005 |
| 1989/99 |
| 47,725 |
| 84.5% |
| 452 |
| N |
| 29.7% |
|
East Windsor, CT |
| 2005 |
| 1986/89 |
| 46,016 |
| 93.6% |
| 300 |
| N |
| 0.3% |
|
|
| Year Acquired/ |
| Year |
| Rentable |
|
|
|
|
| Manager |
| % Climate |
|
Facility Location |
| Developed (1) |
| Built |
| Square Feet |
| Occupancy (2) |
| Units |
| Apartment (3) |
| Controlled (4) |
|
Cordova II, TN |
| 2006 |
| 1995 |
| 67,700 |
| 83.3 | % | 715 |
| Y |
| 7.1 | % |
Knoxville I, TN |
| 1997 |
| 1984 |
| 29,337 |
| 87.1 | % | 283 |
| Y |
| 6.8 | % |
Knoxville II, TN |
| 1997 |
| 1985 |
| 38,000 |
| 75.0 | % | 328 |
| Y |
| 6.9 | % |
Knoxville III, TN |
| 1998 |
| 1991 |
| 45,736 |
| 73.2 | % | 443 |
| Y |
| 6.9 | % |
Knoxville IV, TN |
| 1998 |
| 1983 |
| 58,752 |
| 64.6 | % | 438 |
| N |
| 1.1 | % |
Knoxville V, TN |
| 1998 |
| 1977 |
| 42,790 |
| 70.0 | % | 370 |
| N |
| 0.0 | % |
Knoxville VI, TN |
| 2005 |
| 1975 |
| 63,440 |
| 71.9 | % | 586 |
| Y |
| 0.0 | % |
Knoxville VII, TN |
| 2005 |
| 1983 |
| 55,094 |
| 67.2 | % | 442 |
| Y |
| 0.0 | % |
Knoxville VIII, TN |
| 2005 |
| 1978 |
| 95,868 |
| 65.6 | % | 761 |
| Y |
| 0.0 | % |
Memphis I, TN |
| 2001 |
| 1999 |
| 92,320 |
| 88.3 | % | 695 |
| N |
| 57.1 | % |
Memphis II, TN |
| 2001 |
| 2000 |
| 71,710 |
| 80.2 | % | 556 |
| N |
| 46.3 | % |
Memphis III, TN |
| 2005 |
| 1983 |
| 40,807 |
| 79.8 | % | 347 |
| Y |
| 6.4 | % |
Memphis IV, TN |
| 2005 |
| 1986 |
| 38,750 |
| 81.5 | % | 322 |
| Y |
| 4.3 | % |
Memphis V, TN |
| 2005 |
| 1981 |
| 60,120 |
| 84.7 | % | 498 |
| Y |
| 0.0 | % |
Memphis VI, TN |
| 2006 |
| 1985/93 |
| 108,771 |
| 85.1 | % | 874 |
| Y |
| 3.3 | % |
Memphis VII, TN |
| 2006 |
| 1980/85 |
| 115,253 |
| 68.3 | % | 578 |
| Y |
| 0.0 | % |
Memphis VIII, TN † |
| 2006 |
| 1990 |
| 96,060 |
| 72.6 | % | 553 |
| Y |
| 0.0 | % |
Nashville I, TN |
| 2005 |
| 1984 |
| 103,310 |
| 80.7 | % | 693 |
| Y |
| 0.0 | % |
Nashville II, TN |
| 2005 |
| 1986/00 |
| 83,584 |
| 82.7 | % | 633 |
| Y |
| 6.6 | % |
Nashville III, TN |
| 2006 |
| 1985 |
| 101,475 |
| 72.8 | % | 620 |
| Y |
| 5.2 | % |
Nashville IV, TN |
| 2006 |
| 1986/00 |
| 102,450 |
| 89.8 | % | 727 |
| Y |
| 7.0 | % |
Austin I, TX |
| 2005 |
| 2001 |
| 59,520 |
| 81.0 | % | 536 |
| Y |
| 58.8 | % |
Austin II, TX |
| 2006 |
| 2000/03 |
| 65,241 |
| 88.3 | % | 594 |
| Y |
| 38.9 | % |
Austin III, TX |
| 2006 |
| 2004 |
| 70,560 |
| 80.8 | % | 579 |
| Y |
| 85.4 | % |
Baytown, TX |
| 2005 |
| 1981 |
| 38,950 |
| 77.4 | % | 360 |
| Y |
| 0.0 | % |
Bryan, TX |
| 2005 |
| 1994 |
| 60,450 |
| 68.1 | % | 495 |
| Y |
| 0.0 | % |
College Station, TX |
| 2005 |
| 1993 |
| 26,550 |
| 69.8 | % | 346 |
| N |
| 0.0 | % |
Dallas, TX |
| 2005 |
| 2000 |
| 58,382 |
| 86.7 | % | 536 |
| Y |
| 28.5 | % |
Denton, TX |
| 2006 |
| 1996 |
| 60,836 |
| 83.5 | % | 462 |
| Y |
| 3.9 | % |
El Paso I, TX |
| 2005 |
| 1980 |
| 59,652 |
| 82.4 | % | 519 |
| Y |
| 0.9 | % |
El Paso II, TX |
| 2005 |
| 1980 |
| 48,704 |
| 92.5 | % | 413 |
| Y |
| 0.0 | % |
El Paso III, TX |
| 2005 |
| 1980 |
| 71,276 |
| 76.2 | % | 595 |
| Y |
| 2.0 | % |
El Paso IV, TX |
| 2005 |
| 1983 |
| 67,058 |
| 81.9 | % | 523 |
| Y |
| 3.2 | % |
El Paso V, TX |
| 2005 |
| 1982 |
| 62,300 |
| 74.4 | % | 398 |
| Y |
| 0.0 | % |
El Paso VI, TX |
| 2005 |
| 1985 |
| 36,570 |
| 91.6 | % | 258 |
| Y |
| 0.0 | % |
El Paso VII, TX † |
| 2005 |
| 1982 |
| 34,545 |
| 82.1 | % | 13 |
| N |
| 0.0 | % |
Fort Worth I, TX |
| 2005 |
| 2000 |
| 50,621 |
| 76.4 | % | 406 |
| Y |
| 26.6 | % |
Fort Worth II, TX |
| 2006 |
| 2003 |
| 72,925 |
| 83.5 | % | 655 |
| Y |
| 49.0 | % |
Frisco I, TX |
| 2005 |
| 1996 |
| 50,854 |
| 84.0 | % | 431 |
| Y |
| 17.5 | % |
Frisco II, TX |
| 2005 |
| 1998/02 |
| 71,299 |
| 83.5 | % | 511 |
| Y |
| 23.8 | % |
Frisco III, TX |
| 2006 |
| 2004 |
| 75,215 |
| 74.9 | % | 610 |
| Y |
| 88.0 | % |
Frisco IV, TX |
| 2010 |
| 2007 |
| 74,835 |
| 73.7 | % | 511 |
| Y |
| 16.4 | % |
Garland I, TX |
| 2006 |
| 1991 |
| 70,100 |
| 79.8 | % | 652 |
| Y |
| 4.4 | % |
Garland II, TX |
| 2006 |
| 2004 |
| 68,425 |
| 79.1 | % | 470 |
| Y |
| 39.6 | % |
Greenville I, TX |
| 2005 |
| 2001/04 |
| 59,385 |
| 73.4 | % | 451 |
| Y |
| 28.8 | % |
Greenville II, TX |
| 2005 |
| 2001 |
| 44,900 |
| 63.7 | % | 312 |
| N |
| 36.3 | % |
Houston I, TX |
| 2005 |
| 1981 |
| 100,630 |
| 79.8 | % | 626 |
| Y |
| 0.0 | % |
Houston II, TX |
| 2005 |
| 1977 |
| 71,300 |
| 79.0 | % | 391 |
| Y |
| 0.0 | % |
Houston III, TX |
| 2005 |
| 1984 |
| 61,120 |
| 70.4 | % | 462 |
| Y |
| 4.3 | % |
Houston IV, TX |
| 2005 |
| 1987 |
| 43,975 |
| 70.9 | % | 383 |
| Y |
| 6.1 | % |
Houston V, TX † |
| 2006 |
| 1980/1997 |
| 125,930 |
| 85.6 | % | 1,011 |
| Y |
| 55.1 | % |
Keller, TX |
| 2006 |
| 2000 |
| 61,885 |
| 79.5 | % | 486 |
| Y |
| 21.1 | % |
La Porte, TX |
| 2005 |
| 1984 |
| 44,850 |
| 81.0 | % | 429 |
| Y |
| 18.6 | % |
Lewisville, TX |
| 2006 |
| 1996 |
| 58,140 |
| 62.7 | % | 429 |
| Y |
| 20.2 | % |
Mansfield, TX |
| 2006 |
| 2003 |
| 63,075 |
| 81.3 | % | 495 |
| Y |
| 38.4 | % |
McKinney I, TX |
| 2005 |
| 1996 |
| 47,040 |
| 89.4 | % | 363 |
| Y |
| 9.0 | % |
McKinney II, TX |
| 2006 |
| 1996 |
| 70,050 |
| 80.2 | % | 539 |
| Y |
| 46.3 | % |
North Richland Hills, TX |
| 2005 |
| 2002 |
| 57,175 |
| 82.8 | % | 432 |
| Y |
| 47.6 | % |
Roanoke, TX |
| 2005 |
| 1996/01 |
| 59,300 |
| 83.7 | % | 448 |
| Y |
| 30.0 | % |
San Antonio I, TX |
| 2005 |
| 2005 |
| 73,330 |
| 84.2 | % | 573 |
| Y |
| 79.0 | % |
San Antonio II, TX |
| 2006 |
| 2005 |
| 73,230 |
| 89.2 | % | 670 |
| N |
| 82.3 | % |
San Antonio III, TX |
| 2007 |
| 2006 |
| 72,075 |
| 85.6 | % | 566 |
| N |
| 87.0 | % |
Sherman I, TX |
| 2005 |
| 1998 |
| 54,975 |
| 77.3 | % | 506 |
| Y |
| 21.1 | % |
Sherman II, TX |
| 2005 |
| 1996 |
| 48,425 |
| 78.3 | % | 391 |
| Y |
| 30.9 | % |
Spring, TX |
| 2006 |
| 1980/86 |
| 72,751 |
| 74.6 | % | 538 |
| N |
| 14.1 | % |
Murray I, UT |
| 2005 |
| 1976 |
| 60,180 |
| 69.9 | % | 647 |
| Y |
| 0.0 | % |
Murray II, UT † |
| 2005 |
| 1978 |
| 71,221 |
| 85.6 | % | 371 |
| Y |
| 2.6 | % |
Salt Lake City I, UT |
| 2005 |
| 1976 |
| 56,446 |
| 70.2 | % | 732 |
| Y |
| 0.0 | % |
Salt Lake City II, UT |
| 2005 |
| 1978 |
| 53,676 |
| 62.8 | % | 503 |
| Y |
| 0.0 | % |
Fredericksburg I, VA |
| 2005 |
| 2001/04 |
| 69,475 |
| 67.4 | % | 601 |
| N |
| 21.4 | % |
Fredericksburg II, VA |
| 2005 |
| 1998/01 |
| 61,257 |
| 65.9 | % | 558 |
| N |
| 100.0 | % |
McLearen, VA |
| 2010 |
| 2002 |
| 69,490 |
| 79.0 | % | 719 |
| Y |
| 91.2 | % |
Facility Location |
| Year |
| Year Built |
| Rentable |
| Occupancy |
| Units |
| Manager |
| % |
|
Enfield, CT |
| 2001 |
| 1989 |
| 52,875 |
| 91.9% |
| 369 |
| Y |
| 0.0% |
|
Gales Ferry, CT |
| 1995 |
| 1987/89 |
| 54,230 |
| 86.4% |
| 601 |
| N |
| 9.1% |
|
Manchester I, CT (6) |
| 2002 |
| 1999/2000/01 |
| 47,025 |
| 90.9% |
| 447 |
| N |
| 42.5% |
|
Manchester II, CT |
| 2005 |
| 1984 |
| 52,725 |
| 91.9% |
| 399 |
| N |
| 0.0% |
|
Milford, CT |
| 1996 |
| 1975 |
| 44,885 |
| 89.9% |
| 375 |
| Y |
| 6.9% |
|
Monroe, CT |
| 2005 |
| 1996/2003 |
| 58,500 |
| 86.6% |
| 392 |
| N |
| 0.0% |
|
Mystic, CT |
| 1996 |
| 1975/86 |
| 50,825 |
| 90.0% |
| 560 |
| Y |
| 4.4% |
|
Newington I, CT |
| 2005 |
| 1978/97 |
| 42,620 |
| 86.8% |
| 248 |
| N |
| 0.0% |
|
Newington II, CT |
| 2005 |
| 1979/81 |
| 36,140 |
| 88.8% |
| 194 |
| N |
| 0.0% |
|
Norwalk, CT |
| 2012 |
| 2009 |
| 30,242 |
| 90.9% |
| 347 |
| N |
| 100.0% |
|
Old Saybrook I, CT |
| 2005 |
| 1982/88/2000 |
| 86,950 |
| 89.7% |
| 720 |
| N |
| 10.8% |
|
Old Saybrook II, CT |
| 2005 |
| 1988/2002 |
| 26,425 |
| 91.6% |
| 252 |
| N |
| 71.3% |
|
Shelton, CT |
| 2011 |
| 2007 |
| 78,430 |
| 83.4% |
| 856 |
| Y |
| 93.9% |
|
South Windsor, CT |
| 1996 |
| 1976 |
| 72,075 |
| 86.0% |
| 546 |
| Y |
| 2.9% |
|
Stamford, CT |
| 2005 |
| 1997 |
| 28,907 |
| 91.0% |
| 363 |
| N |
| 38.6% |
|
Wilton, CT |
| 2012 |
| 1966 |
| 84,515 |
| 90.0% |
| 770 |
| Y |
| 67.0% |
|
Washington I, DC |
| 2008 |
| 2002 |
| 63,085 |
| 86.5% |
| 755 |
| Y |
| 97.1% |
|
Washington II, DC |
| 2011 |
| 1929/98 |
| 83,192 |
| 87.2% |
| 1,046 |
| N |
| 99.5% |
|
Boca Raton, FL |
| 2001 |
| 1998 |
| 37,958 |
| 93.5% |
| 605 |
| N |
| 70.2% |
|
Boynton Beach I, FL |
| 2001 |
| 1999 |
| 61,749 |
| 91.2% |
| 756 |
| Y |
| 61.7% |
|
Boynton Beach II, FL |
| 2005 |
| 2001 |
| 61,629 |
| 90.5% |
| 578 |
| Y |
| 88.6% |
|
Bradenton I, FL |
| 2004 |
| 1979 |
| 68,441 |
| 91.9% |
| 581 |
| N |
| 7.2% |
|
Bradenton II, FL |
| 2004 |
| 1996 |
| 87,988 |
| 89.4% |
| 832 |
| Y |
| 44.9% |
|
Cape Coral, FL |
| 2000* |
| 2000 |
| 76,627 |
| 90.6% |
| 852 |
| Y |
| 90.6% |
|
Coconut Creek, FL |
| 2012 |
| 2001 |
| 78,783 |
| 94.8% |
| 757 |
| N |
| 53.0% |
|
Dania Beach, FL (6) |
| 2004 |
| 1984 |
| 168,274 |
| 91.1% |
| 1,811 |
| N |
| 26.4% |
|
Dania, FL |
| 1996 |
| 1988 |
| 58,145 |
| 93.3% |
| 493 |
| Y |
| 53.7% |
|
Davie, FL |
| 2001* |
| 2001 |
| 80,985 |
| 93.1% |
| 833 |
| Y |
| 68.3% |
|
Deerfield Beach, FL |
| 1998* |
| 1998 |
| 57,230 |
| 94.3% |
| 517 |
| Y |
| 54.9% |
|
Delray Beach I, FL |
| 2001 |
| 1999 |
| 67,813 |
| 88.8% |
| 816 |
| Y |
| 45.5% |
|
Delray Beach II, FL |
| 2013 |
| 1987 |
| 75,834 |
| 88.6% |
| 1,180 |
| N |
| 95.3% |
|
Fernandina Beach, FL |
| 1996 |
| 1986 |
| 113,091 |
| 89.8% |
| 803 |
| Y |
| 42.1% |
|
Ft. Lauderdale I, FL |
| 1999 |
| 1999 |
| 70,063 |
| 96.0% |
| 696 |
| Y |
| 54.6% |
|
Ft. Lauderdale II, FL |
| 2013 |
| 2007 |
| 46,096 |
| 62.8% |
| 820 |
| N |
| 100.0% |
|
Ft. Myers, FL |
| 1999 |
| 1998 |
| 67,562 |
| 90.1% |
| 591 |
| Y |
| 84.3% |
|
Jacksonville I, FL |
| 2005 |
| 2005 |
| 80,215 |
| 93.6% |
| 706 |
| N |
| 100.0% |
|
Jacksonville II, FL |
| 2007 |
| 2004 |
| 65,045 |
| 88.3% |
| 659 |
| N |
| 100.0% |
|
Jacksonville III, FL |
| 2007 |
| 2003 |
| 65,590 |
| 84.5% |
| 675 |
| N |
| 100.0% |
|
Jacksonville IV, FL |
| 2007 |
| 2006 |
| 77,535 |
| 91.9% |
| 705 |
| N |
| 100.0% |
|
Jacksonville V, FL |
| 2007 |
| 2004 |
| 82,235 |
| 85.8% |
| 700 |
| N |
| 80.2% |
|
Lake Worth, FL † |
| 1998 |
| 1998/2002 |
| 161,934 |
| 94.3% |
| 1,355 |
| Y |
| 74.1% |
|
Lakeland, FL |
| 1994 |
| 1988 |
| 49,079 |
| 88.4% |
| 488 |
| Y |
| 83.1% |
|
Kendall, FL |
| 2007 |
| 2003 |
| 75,495 |
| 98.4% |
| 703 |
| N |
| 79.4% |
|
Leisure City, FL |
| 2012 |
| 2005 |
| 56,042 |
| 89.5% |
| 611 |
| N |
| 69.7% |
|
Lutz I, FL |
| 2004 |
| 2000 |
| 66,795 |
| 91.3% |
| 582 |
| Y |
| 43.5% |
|
Lutz II, FL |
| 2004 |
| 1999 |
| 69,232 |
| 90.2% |
| 530 |
| Y |
| 29.7% |
|
|
| Year Acquired/ |
| Year |
| Rentable |
|
|
|
|
| Manager |
| % Climate |
|
Facility Location |
| Developed (1) |
| Built |
| Square Feet |
| Occupancy (2) |
| Units |
| Apartment (3) |
| Controlled (4) |
|
Mannasas, VA |
| 2010 |
| 1998 |
| 73,045 |
| 76.0 | % | 639 |
| Y |
| 51.1 | % |
Milwaukee, WI |
| 2004 |
| 1988 |
| 58,500 |
| 76.2 | % | 485 |
| Y |
| 0.0 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total/Weighted Average (363 Facilities) |
|
|
|
|
| 23,634,618 |
| 76.3 | % | 206,322 |
|
|
|
|
|
Facility Location |
| Year |
| Year Built |
| Rentable |
| Occupancy |
| Units |
| Manager |
| % |
|
Margate I, FL † |
| 1996 |
| 1979/81 |
| 54,385 |
| 88.5% |
| 338 |
| N |
| 20.8% |
|
Margate II, FL † |
| 1996 |
| 1985 |
| 65,180 |
| 83.8% |
| 425 |
| Y |
| 60.1% |
|
Merritt Island, FL |
| 2002 |
| 2000 |
| 50,291 |
| 92.1% |
| 465 |
| Y |
| 66.4% |
|
Miami I, FL |
| 1996 |
| 1995 |
| 46,275 |
| 95.4% |
| 555 |
| Y |
| 68.8% |
|
Miami II, FL |
| 1996 |
| 1989 |
| 67,010 |
| 89.6% |
| 570 |
| Y |
| 18.5% |
|
Miami III, FL |
| 2005 |
| 1988/2003 |
| 150,735 |
| 93.7% |
| 1,519 |
| N |
| 91.1% |
|
Miami IV, FL |
| 2011 |
| 2007 |
| 76,337 |
| 97.3% |
| 928 |
| N |
| 100.0% |
|
Miramar, FL |
| 2013 |
| 2009 |
| 75,655 |
| 91.1% |
| 744 |
| N |
| 97.1% |
|
Naples I, FL |
| 1996 |
| 1996 |
| 48,150 |
| 93.0% |
| 318 |
| Y |
| 45.9% |
|
Naples II, FL |
| 1997 |
| 1985 |
| 65,850 |
| 88.1% |
| 625 |
| Y |
| 56.2% |
|
Naples III, FL |
| 1997 |
| 1981/83 |
| 79,960 |
| 94.0% |
| 784 |
| Y |
| 49.5% |
|
Naples IV, FL |
| 1998 |
| 1990 |
| 40,575 |
| 93.8% |
| 431 |
| N |
| 64.0% |
|
Ocoee, FL |
| 2005 |
| 1997 |
| 76,050 |
| 92.9% |
| 618 |
| Y |
| 21.8% |
|
Orange City, FL |
| 2004 |
| 2001 |
| 59,580 |
| 90.4% |
| 644 |
| N |
| 52.6% |
|
Orlando II, FL |
| 2005 |
| 2002/04 |
| 63,084 |
| 88.5% |
| 579 |
| N |
| 81.6% |
|
Orlando III, FL |
| 2006 |
| 1988/90/96 |
| 101,330 |
| 87.5% |
| 825 |
| Y |
| 22.0% |
|
Orlando IV, FL |
| 2010 |
| 2009 |
| 76,565 |
| 88.8% |
| 636 |
| N |
| 68.7% |
|
Orlando V, FL |
| 2012 |
| 2008 |
| 75,358 |
| 87.8% |
| 637 |
| N |
| 90.8% |
|
Oviedo, FL |
| 2006 |
| 1988/91 |
| 49,276 |
| 92.4% |
| 427 |
| Y |
| 3.7% |
|
Pembroke Pines, FL |
| 1997 |
| 1997 |
| 67,321 |
| 96.8% |
| 694 |
| Y |
| 77.9% |
|
Royal Palm Beach II, FL |
| 2007 |
| 2004 |
| 81,405 |
| 90.3% |
| 759 |
| N |
| 90.0% |
|
Sanford, FL |
| 2006 |
| 1988/2006 |
| 61,810 |
| 93.1% |
| 437 |
| Y |
| 35.3% |
|
Sarasota, FL |
| 1999 |
| 1998 |
| 71,152 |
| 91.9% |
| 528 |
| Y |
| 60.0% |
|
St. Augustine, FL |
| 1996 |
| 1985 |
| 59,725 |
| 89.9% |
| 698 |
| Y |
| 26.3% |
|
Stuart, FL |
| 1997 |
| 1995 |
| 87,240 |
| 90.4% |
| 949 |
| Y |
| 62.8% |
|
SW Ranches, FL |
| 2007 |
| 2004 |
| 64,955 |
| 93.3% |
| 647 |
| N |
| 88.8% |
|
Tampa, FL |
| 2007 |
| 2001/02 |
| 83,838 |
| 88.3% |
| 787 |
| N |
| 34.1% |
|
West Palm Beach I, FL |
| 2001 |
| 1997 |
| 68,061 |
| 90.1% |
| 972 |
| Y |
| 52.4% |
|
West Palm Beach II, FL |
| 2004 |
| 1996 |
| 94,503 |
| 93.6% |
| 834 |
| Y |
| 76.6% |
|
West Palm Beach III, FL |
| 2012 |
| 2008 |
| 77,851 |
| 91.6% |
| 880 |
| Y |
| 89.8% |
|
Alpharetta, GA |
| 2001 |
| 1996 |
| 90,501 |
| 87.6% |
| 662 |
| Y |
| 80.3% |
|
Atlanta, GA |
| 2012 |
| 2008 |
| 66,675 |
| 81.0% |
| 623 |
| N |
| 100.0% |
|
Austell, GA |
| 2006 |
| 2000 |
| 83,625 |
| 89.6% |
| 657 |
| Y |
| 64.3% |
|
Decatur, GA |
| 1998 |
| 1986 |
| 145,280 |
| 89.1% |
| 1,239 |
| Y |
| 2.5% |
|
Duluth, GA |
| 2011 |
| 2009 |
| 70,885 |
| 89.2% |
| 586 |
| N |
| 100.0% |
|
Lawrenceville, GA |
| 2011 |
| 1999 |
| 73,765 |
| 88.9% |
| 599 |
| Y |
| 27.6% |
|
Norcross I, GA |
| 2001 |
| 1997 |
| 85,420 |
| 90.1% |
| 586 |
| Y |
| 66.0% |
|
Norcross II, GA |
| 2011 |
| 1996 |
| 52,295 |
| 95.6% |
| 396 |
| Y |
| 61.8% |
|
Norcross III, GA |
| 2012 |
| 2007 |
| 47,270 |
| 94.8% |
| 492 |
| Y |
| 100.0% |
|
Norcross IV, GA |
| 2012 |
| 2005 |
| 57,505 |
| 84.2% |
| 504 |
| Y |
| 88.7% |
|
Peachtree City I, GA |
| 2001 |
| 1997 |
| 49,875 |
| 87.0% |
| 443 |
| N |
| 75.5% |
|
Peachtree City II, GA |
| 2012 |
| 2005 |
| 60,250 |
| 91.1% |
| 430 |
| N |
| 43.1% |
|
Smyrna, GA |
| 2001 |
| 2000 |
| 57,015 |
| 89.5% |
| 489 |
| Y |
| 99.2% |
|
Facility Location |
| Year |
| Year Built |
| Rentable |
| Occupancy |
| Units |
| Manager |
| % |
|
Snellville, GA |
| 2007 |
| 1996/97 |
| 80,000 |
| 92.3% |
| 752 |
| Y |
| 21.9% |
|
Suwanee I, GA |
| 2007 |
| 2000/03 |
| 84,860 |
| 83.8% |
| 664 |
| Y |
| 27.6% |
|
Suwanee II, GA |
| 2007 |
| 2005 |
| 79,590 |
| 89.2% |
| 573 |
| N |
| 65.7% |
|
Addison, IL |
| 2004 |
| 1979 |
| 31,325 |
| 85.6% |
| 367 |
| Y |
| 0.0% |
|
Aurora, IL |
| 2004 |
| 1996 |
| 73,985 |
| 90.1% |
| 557 |
| Y |
| 8.6% |
|
Bartlett, IL |
| 2004 |
| 1987 |
| 51,425 |
| 90.8% |
| 405 |
| Y |
| 32.4% |
|
Hanover, IL |
| 2004 |
| 1987 |
| 41,190 |
| 88.3% |
| 414 |
| Y |
| 2.2% |
|
Bellwood, IL |
| 2001 |
| 1999 |
| 86,650 |
| 86.2% |
| 739 |
| Y |
| 50.7% |
|
Des Plaines, IL (6) |
| 2004 |
| 1978 |
| 71,520 |
| 89.8% | �� | 605 |
| N |
| 0.0% |
|
Elk Grove Village, IL |
| 2004 |
| 1987 |
| 64,129 |
| 87.0% |
| 620 |
| Y |
| 7.2% |
|
Evanston, IL |
| 2013 |
| 2009 |
| 58,050 |
| 95.4% |
| 593 |
| N |
| 100.0% |
|
Glenview, IL |
| 2004 |
| 1998 |
| 100,115 |
| 90.0% |
| 738 |
| Y |
| 100.0% |
|
Gurnee, IL |
| 2004 |
| 1987 |
| 80,300 |
| 94.9% |
| 707 |
| Y |
| 37.0% |
|
Harvey, IL |
| 2004 |
| 1987 |
| 60,090 |
| 86.1% |
| 575 |
| Y |
| 0.0% |
|
Joliet, IL |
| 2004 |
| 1993 |
| 72,865 |
| 91.4% |
| 533 |
| Y |
| 24.7% |
|
Kildeer, IL |
| 2004 |
| 1988 |
| 46,485 |
| 88.1% |
| 420 |
| Y |
| 0.0% |
|
Lombard, IL |
| 2004 |
| 1981 |
| 57,739 |
| 88.7% |
| 534 |
| Y |
| 4.5% |
|
Mount Prospect, IL |
| 2004 |
| 1979 |
| 64,750 |
| 91.7% |
| 582 |
| Y |
| 10.3% |
|
Mundelein, IL |
| 2004 |
| 1990 |
| 44,700 |
| 92.7% |
| 487 |
| Y |
| 12.3% |
|
North Chicago, IL |
| 2004 |
| 1985 |
| 53,400 |
| 90.5% |
| 423 |
| N |
| 0.0% |
|
Plainfield I, IL |
| 2004 |
| 1998 |
| 53,900 |
| 90.2% |
| 405 |
| N |
| 8.8% |
|
Plainfield II, IL |
| 2005 |
| 2000 |
| 51,900 |
| 92.8% |
| 355 |
| N |
| 32.5% |
|
Schaumburg, IL |
| 2004 |
| 1988 |
| 31,160 |
| 86.6% |
| 319 |
| N |
| 5.3% |
|
Streamwood, IL |
| 2004 |
| 1982 |
| 64,305 |
| 90.5% |
| 557 |
| N |
| 7.5% |
|
Warrenville, IL |
| 2005 |
| 1977/89 |
| 48,796 |
| 90.2% |
| 377 |
| N |
| 0.0% |
|
Waukegan, IL |
| 2004 |
| 1977 |
| 79,500 |
| 89.8% |
| 673 |
| Y |
| 8.0% |
|
West Chicago, IL |
| 2004 |
| 1979 |
| 48,175 |
| 89.3% |
| 432 |
| Y |
| 0.0% |
|
Westmont, IL |
| 2004 |
| 1979 |
| 53,450 |
| 93.0% |
| 376 |
| Y |
| 0.0% |
|
Wheeling I, IL |
| 2004 |
| 1974 |
| 54,210 |
| 90.1% |
| 491 |
| N |
| 0.0% |
|
Wheeling II, IL |
| 2004 |
| 1979 |
| 67,825 |
| 91.9% |
| 601 |
| Y |
| 9.8% |
|
Woodridge, IL |
| 2004 |
| 1987 |
| 50,241 |
| 92.2% |
| 461 |
| Y |
| 17.3% |
|
Boston I, MA |
| 2010 |
| 1950 |
| 33,286 |
| 78.2% |
| 584 |
| N |
| 30.7% |
|
Boston II, MA |
| 2002 |
| 2001 |
| 60,420 |
| 85.7% |
| 626 |
| Y |
| 98.7% |
|
Leominster, MA |
| 1998 |
| 1987/88/2000 |
| 54,023 |
| 87.7% |
| 503 |
| Y |
| 50.5% |
|
Medford, MA |
| 2007 |
| 2001 |
| 58,725 |
| 83.6% |
| 656 |
| Y |
| 97.1% |
|
Stoneham, MA |
| 2013 |
| 2009/11 |
| 62,100 |
| 65.5% |
| 599 |
| N |
| 100.0% |
|
Baltimore, MD |
| 2001 |
| 1999/2000 |
| 93,550 |
| 88.2% |
| 807 |
| Y |
| 48.5% |
|
Beltsville, MD |
| 2013 |
| 2006 |
| 63,707 |
| 85.5% |
| 649 |
| N |
| 9.7% |
|
California, MD |
| 2004 |
| 1998 |
| 77,840 |
| 88.1% |
| 721 |
| Y |
| 41.1% |
|
Clinton, MD |
| 2013 |
| 2008/10 |
| 84,025 |
| 85.7% |
| 903 |
| N |
| 50.9% |
|
District Heights, MD |
| 2011 |
| 2007 |
| 78,720 |
| 87.0% |
| 955 |
| Y |
| 96.1% |
|
Elkridge, MD |
| 2013 |
| 1999 |
| 63,675 |
| 71.5% |
| 606 |
| N |
| 91.3% |
|
Gaithersburg, MD |
| 2005 |
| 1998 |
| 87,045 |
| 90.4% |
| 785 |
| Y |
| 45.4% |
|
Hyattsville, MD |
| 2013 |
| 2006 |
| 52,665 |
| 78.9% |
| 602 |
| N |
| 9.3% |
|
Laurel, MD † |
| 2001 |
| 1978/99/2000 |
| 162,796 |
| 92.2% |
| 1,024 |
| N |
| 64.0% |
|
Temple Hills, MD |
| 2001 |
| 2000 |
| 97,250 |
| 88.3% |
| 827 |
| Y |
| 70.6% |
|
Upper Marlboro, MD |
| 2013 |
| 2006 |
| 62,290 |
| 83.3% |
| 655 |
| N |
| 5.5% |
|
Facility Location |
| Year |
| Year Built |
| Rentable |
| Occupancy |
| Units |
| Manager |
| % |
|
Belmont, NC |
| 2001 |
| 1996/97/98 |
| 81,850 |
| 88.5% |
| 593 |
| N |
| 21.5% |
|
Burlington I, NC |
| 2001 |
| 1990/91/93/94/98 |
| 109,396 |
| 86.8% |
| 952 |
| N |
| 8.4% |
|
Burlington II, NC |
| 2001 |
| 1991 |
| 42,205 |
| 86.1% |
| 394 |
| Y |
| 16.4% |
|
Cary, NC |
| 2001 |
| 1993/94/97 |
| 112,333 |
| 89.4% |
| 797 |
| N |
| 11.9% |
|
Charlotte, NC |
| 2002 |
| 1999 |
| 69,000 |
| 88.3% |
| 743 |
| Y |
| 44.2% |
|
Raleigh, NC |
| 1998 |
| 1994/95 |
| 48,675 |
| 88.3% |
| 419 |
| Y |
| 11.4% |
|
Bordentown, NJ |
| 2012 |
| 2006 |
| 50,600 |
| 81.3% |
| 383 |
| N |
| 27.0% |
|
Brick, NJ |
| 1996 |
| 1981 |
| 51,725 |
| 84.7% |
| 433 |
| N |
| 0.0% |
|
Cherry Hill I, NJ |
| 2010 |
| 2004 |
| 51,600 |
| 93.6% |
| 376 |
| Y |
| 0.0% |
|
Cherry Hill II, NJ |
| 2012 |
| 2004 |
| 64,850 |
| 84.6% |
| 610 |
| N |
| 74.2% |
|
Clifton, NJ |
| 2005 |
| 2001 |
| 105,450 |
| 91.6% |
| 1,013 |
| Y |
| 92.4% |
|
Cranford, NJ |
| 1996 |
| 1987 |
| 91,280 |
| 91.9% |
| 855 |
| Y |
| 8.0% |
|
East Hanover, NJ |
| 1996 |
| 1983 |
| 107,679 |
| 81.9% |
| 966 |
| N |
| 3.4% |
|
Egg Harbor I, NJ |
| 2010 |
| 2005 |
| 35,425 |
| 96.3% |
| 287 |
| N |
| 14.2% |
|
Egg Harbor II, NJ |
| 2010 |
| 2002 |
| 70,400 |
| 83.9% |
| 685 |
| N |
| 19.9% |
|
Elizabeth, NJ |
| 2005 |
| 1925/97 |
| 38,830 |
| 91.5% |
| 674 |
| N |
| 0.0% |
|
Fairview, NJ |
| 1997 |
| 1989 |
| 27,876 |
| 90.0% |
| 444 |
| N |
| 98.4% |
|
Freehold, NJ |
| 2012 |
| 2002 |
| 81,470 |
| 94.4% |
| 746 |
| Y |
| 65.8% |
|
Hamilton, NJ |
| 2006 |
| 1990 |
| 70,550 |
| 90.5% |
| 606 |
| Y |
| 0.0% |
|
Hoboken, NJ |
| 2005 |
| 1945/97 |
| 34,180 |
| 86.6% |
| 743 |
| N |
| 99.3% |
|
Linden, NJ |
| 1996 |
| 1983 |
| 100,425 |
| 92.8% |
| 1,118 |
| N |
| 5.3% |
|
Lumberton, NJ |
| 2012 |
| 2004 |
| 95,975 |
| 79.9% |
| 771 |
| Y |
| 32.5% |
|
Morris Township, NJ (6) |
| 1997 |
| 1972 |
| 71,976 |
| 88.5% |
| 564 |
| Y |
| 5.7% |
|
Parsippany, NJ |
| 1997 |
| 1981 |
| 66,325 |
| 90.4% |
| 566 |
| Y |
| 19.4% |
|
Rahway, NJ |
| 2013 |
| 2006 |
| 83,171 |
| 87.1% |
| 982 |
| N |
| 92.2% |
|
Randolph, NJ |
| 2002 |
| 1998/99 |
| 52,565 |
| 87.2% |
| 539 |
| Y |
| 91.1% |
|
Sewell, NJ |
| 2001 |
| 1984/98 |
| 57,826 |
| 88.4% |
| 454 |
| N |
| 9.4% |
|
Somerset, NJ |
| 2012 |
| 2000 |
| 57,585 |
| 87.7% |
| 514 |
| N |
| 82.8% |
|
Whippany, NJ |
| 2013 |
| 2007 |
| 92,270 |
| 78.4% |
| 939 |
| N |
| 85.8% |
|
Albuquerque I, NM |
| 2005 |
| 1985 |
| 65,927 |
| 87.6% |
| 607 |
| Y |
| 13.8% |
|
Albuquerque II, NM |
| 2005 |
| 1985 |
| 58,511 |
| 93.2% |
| 524 |
| Y |
| 15.8% |
|
Albuquerque III, NM |
| 2005 |
| 1986 |
| 57,536 |
| 88.6% |
| 483 |
| Y |
| 12.0% |
|
Las Vegas I, NV † |
| 2006 |
| 1986 |
| 48,332 |
| 83.2% |
| 369 |
| Y |
| 13.3% |
|
Las Vegas II, NV |
| 2006 |
| 1997 |
| 48,850 |
| 88.9% |
| 522 |
| Y |
| 65.6% |
|
Bronx I, NY |
| 2010 |
| 1931/2004 |
| 68,698 |
| 90.3% |
| 1,316 |
| N |
| 97.4% |
|
Bronx II, NY (5) |
| 2011 |
| 2006 |
| 90,170 |
| 91.4% |
| 829 |
| N |
| 98.8% |
|
Bronx III, NY |
| 2011 |
| 2007 |
| 106,065 |
| 83.9% |
| 2,034 |
| N |
| 99.1% |
|
Bronx IV, NY (5) |
| 2011 |
| 2007 |
| 75,080 |
| 90.4% |
| 1,310 |
| N |
| 99.2% |
|
Bronx V, NY (5) |
| 2011 |
| 2007 |
| 54,733 |
| 87.3% |
| 1,099 |
| N |
| 99.6% |
|
Bronx VI, NY (5) |
| 2011 |
| 2011 |
| 39,495 |
| 91.2% |
| 1,096 |
| N |
| 97.4% |
|
Bronx VII, NY (5) |
| 2012 |
| 2005 |
| 78,625 |
| 85.3% |
| 1,524 |
| N |
| 100.0% |
|
Bronx VIII, NY |
| 2012 |
| 1928 |
| 30,550 |
| 83.7% |
| 545 |
| N |
| 99.8% |
|
Bronx IX, NY |
| 2012 |
| 1973 |
| 148,570 |
| 87.7% |
| 3,016 |
| Y |
| 99.5% |
|
Bronx X, NY |
| 2012 |
| 2001 |
| 159,780 |
| 86.8% |
| 2,758 |
| Y |
| 74.7% |
|
Brooklyn I, NY |
| 2010 |
| 1917/2004 |
| 57,020 |
| 87.3% |
| 861 |
| N |
| 99.8% |
|
Facility Location |
| Year |
| Year Built |
| Rentable |
| Occupancy |
| Units |
| Manager |
| % |
|
Brooklyn II, NY |
| 2010 |
| 1962/2003 |
| 60,920 |
| 89.4% |
| 1,146 |
| N |
| 18.8% |
|
Brooklyn III, NY |
| 2011 |
| 2006 |
| 41,635 |
| 85.6% |
| 851 |
| N |
| 100.0% |
|
Brooklyn IV, NY |
| 2011 |
| 2006 |
| 37,467 |
| 83.0% |
| 793 |
| N |
| 99.9% |
|
Brooklyn V, NY |
| 2011 |
| 2007 |
| 47,010 |
| 88.4% |
| 885 |
| N |
| 100.0% |
|
Brooklyn VI, NY |
| 2011 |
| 2007 |
| 75,980 |
| 83.8% |
| 1,417 |
| N |
| 97.5% |
|
Brooklyn VII, NY |
| 2011 |
| 2006 |
| 72,685 |
| 86.7% |
| 1,399 |
| N |
| 99.9% |
|
Jamaica I, NY |
| 2001 |
| 2000 |
| 88,485 |
| 90.7% |
| 920 |
| Y |
| 21.4% |
|
Jamaica II, NY |
| 2011 |
| 2010 |
| 91,245 |
| 87.9% |
| 1,472 |
| N |
| 99.9% |
|
New Rochelle I, NY |
| 2005 |
| 1998 |
| 46,068 |
| 76.1% |
| 400 |
| N |
| 25.1% |
|
New Rochelle II, NY |
| 2012 |
| 1917 |
| 63,145 |
| 88.9% |
| 1,024 |
| Y |
| 52.9% |
|
North Babylon, NY |
| 1998 |
| 1988/99 |
| 78,188 |
| 92.3% |
| 652 |
| N |
| 11.6% |
|
Riverhead, NY |
| 2005 |
| 1985/86/99 |
| 38,340 |
| 89.8% |
| 328 |
| N |
| 0.0% |
|
Southold, NY |
| 2005 |
| 1989 |
| 59,451 |
| 95.3% |
| 604 |
| N |
| 4.8% |
|
Staten Island, NY |
| 2013 |
| 1900/2011 |
| 96,823 |
| 49.7% |
| 918 |
| N |
| 39.8% |
|
Tuckahoe, NY |
| 2011 |
| 2007 |
| 51,343 |
| 85.6% |
| 758 |
| N |
| 99.7% |
|
West Hempstead, NY |
| 2012 |
| 2002 |
| 84,507 |
| 89.2% |
| 899 |
| Y |
| 35.3% |
|
White Plains, NY |
| 2011 |
| 1938 |
| 86,400 |
| 89.7% |
| 1,506 |
| N |
| 26.4% |
|
Woodhaven, NY |
| 2011 |
| 2008 |
| 50,665 |
| 90.0% |
| 1,029 |
| N |
| 99.9% |
|
Wyckoff, NY |
| 2010 |
| 1910/2007 |
| 61,835 |
| 87.6% |
| 1,042 |
| N |
| 96.2% |
|
Yorktown, NY |
| 2011 |
| 2006 |
| 78,615 |
| 92.5% |
| 780 |
| Y |
| 79.3% |
|
Cleveland I, OH |
| 2005 |
| 1997/99 |
| 46,000 |
| 93.7% |
| 339 |
| Y |
| 7.3% |
|
Cleveland II, OH |
| 2005 |
| 2000 |
| 58,425 |
| 89.2% |
| 571 |
| Y |
| 0.0% |
|
Columbus, OH |
| 2006 |
| 1999 |
| 71,905 |
| 89.2% |
| 604 |
| Y |
| 26.1% |
|
Grove City, OH |
| 2006 |
| 1997 |
| 89,290 |
| 87.3% |
| 773 |
| Y |
| 15.1% |
|
Hilliard, OH |
| 2006 |
| 1995 |
| 89,690 |
| 88.7% |
| 777 |
| Y |
| 25.2% |
|
Lakewood, OH |
| 1989* |
| 1989 |
| 39,337 |
| 93.2% |
| 455 |
| Y |
| 37.9% |
|
Middleburg Heights, OH |
| 1980* |
| 1980 |
| 93,200 |
| 89.8% |
| 687 |
| Y |
| 5.1% |
|
North Olmsted I, OH |
| 1979* |
| 1979 |
| 48,665 |
| 96.3% |
| 444 |
| Y |
| 10.5% |
|
North Olmsted II, OH |
| 1988* |
| 1988 |
| 47,850 |
| 86.1% |
| 397 |
| Y |
| 24.1% |
|
North Randall, OH |
| 1998* |
| 1998/2002 |
| 80,239 |
| 88.2% |
| 795 |
| N |
| 92.1% |
|
Reynoldsburg, OH |
| 2006 |
| 1979 |
| 67,295 |
| 88.7% |
| 666 |
| Y |
| 0.0% |
|
Strongsville, OH |
| 2007 |
| 1978 |
| 43,507 |
| 91.5% |
| 400 |
| Y |
| 100.0% |
|
Warrensville Heights, OH |
| 1980* |
| 1980/82/98 |
| 90,281 |
| 89.2% |
| 723 |
| Y |
| 0.0% |
|
Westlake, OH |
| 2005 |
| 2001 |
| 62,750 |
| 91.3% |
| 453 |
| Y |
| 8.6% |
|
Conshohocken, PA |
| 2012 |
| 2003 |
| 81,470 |
| 90.9% |
| 730 |
| Y |
| 39.6% |
|
Exton, PA |
| 2012 |
| 2006 |
| 57,750 |
| 89.4% |
| 543 |
| N |
| 73.2% |
|
Langhorne, PA |
| 2012 |
| 2001 |
| 65,050 |
| 82.8% |
| 669 |
| Y |
| 30.3% |
|
Levittown, PA |
| 2001 |
| 2000 |
| 76,180 |
| 90.0% |
| 656 |
| Y |
| 34.7% |
|
Montgomeryville, PA |
| 2012 |
| 2003 |
| 84,145 |
| 88.2% |
| 773 |
| Y |
| 38.2% |
|
Norristown, PA |
| 2011 |
| 2005 |
| 52,031 |
| 84.3% |
| 495 |
| N |
| 86.1% |
|
Philadelphia, PA |
| 2001 |
| 1999 |
| 97,364 |
| 88.5% |
| 962 |
| N |
| 45.3% |
|
Antioch, TN |
| 2005 |
| 1985/98 |
| 76,190 |
| 89.7% |
| 617 |
| Y |
| 7.4% |
|
Nashville I, TN |
| 2005 |
| 1984 |
| 103,560 |
| 86.9% |
| 695 |
| Y |
| 0.0% |
|
Nashville II, TN |
| 2005 |
| 1986/2000 |
| 83,384 |
| 89.1% |
| 628 |
| Y |
| 12.7% |
|
Nashville III, TN |
| 2006 |
| 1985 |
| 101,575 |
| 94.8% |
| 597 |
| Y |
| 8.5% |
|
Facility Location |
| Year |
| Year Built |
| Rentable |
| Occupancy |
| Units |
| Manager |
| % |
|
Nashville IV, TN |
| 2006 |
| 1986/2000 |
| 102,450 |
| 93.1% |
| 733 |
| Y |
| 10.1% |
|
Allen, TX |
| 2012 |
| 2003 |
| 62,290 |
| 93.5% |
| 514 |
| Y |
| 55.6% |
|
Austin I, TX |
| 2005 |
| 2001 |
| 59,520 |
| 87.0% |
| 534 |
| Y |
| 63.4% |
|
Austin II, TX |
| 2006 |
| 2000/03 |
| 65,151 |
| 88.2% |
| 592 |
| Y |
| 45.8% |
|
Austin III, TX |
| 2006 |
| 2004 |
| 70,535 |
| 90.5% |
| 570 |
| Y |
| 92.7% |
|
Bryan, TX |
| 2005 |
| 1994 |
| 60,450 |
| 85.6% |
| 495 |
| Y |
| 0.0% |
|
Carrollton, TX |
| 2012 |
| 2002 |
| 77,440 |
| 91.4% |
| 539 |
| Y |
| 39.9% |
|
College Station, TX |
| 2005 |
| 1993 |
| 26,550 |
| 81.9% |
| 346 |
| N |
| 0.0% |
|
Cypress, TX |
| 2012 |
| 1998 |
| 57,711 |
| 85.8% |
| 441 |
| Y |
| 45.8% |
|
Dallas I, TX |
| 2005 |
| 2000 |
| 58,582 |
| 91.7% |
| 532 |
| Y |
| 37.8% |
|
Dallas II, TX |
| 2013 |
| 1996 |
| 79,155 |
| 77.1% |
| 603 |
| N |
| 27.8% |
|
Denton, TX |
| 2006 |
| 1996 |
| 60,846 |
| 84.5% |
| 461 |
| Y |
| 3.2% |
|
El Paso I, TX |
| 2005 |
| 1980 |
| 59,852 |
| 84.0% |
| 512 |
| Y |
| 6.2% |
|
El Paso II, TX |
| 2005 |
| 1980 |
| 48,704 |
| 82.7% |
| 408 |
| Y |
| 0.0% |
|
El Paso III, TX |
| 2005 |
| 1980 |
| 71,152 |
| 77.5% |
| 584 |
| Y |
| 5.3% |
|
El Paso IV, TX |
| 2005 |
| 1983 |
| 66,906 |
| 86.6% |
| 515 |
| Y |
| 2.9% |
|
El Paso V, TX |
| 2005 |
| 1982 |
| 62,290 |
| 81.1% |
| 405 |
| Y |
| 0.0% |
|
El Paso VI, TX |
| 2005 |
| 1985 |
| 36,620 |
| 88.7% |
| 254 |
| Y |
| 0.0% |
|
El Paso VII, TX |
| 2005 |
| 1982 |
| 33,945 |
| 40.1% |
| 13 |
| N |
| 0.0% |
|
Fort Worth I, TX |
| 2005 |
| 2000 |
| 50,521 |
| 89.1% |
| 405 |
| Y |
| 38.8% |
|
Fort Worth II, TX |
| 2006 |
| 2003 |
| 72,900 |
| 90.2% |
| 653 |
| Y |
| 68.5% |
|
Frisco I, TX |
| 2005 |
| 1996 |
| 50,754 |
| 89.5% |
| 428 |
| Y |
| 25.6% |
|
Frisco II, TX |
| 2005 |
| 1998/2002 |
| 71,099 |
| 90.1% |
| 513 |
| Y |
| 28.9% |
|
Frisco III, TX |
| 2006 |
| 2004 |
| 74,915 |
| 87.9% |
| 614 |
| Y |
| 92.4% |
|
Frisco IV, TX † |
| 2010 |
| 2007 |
| 75,035 |
| 86.2% |
| 511 |
| Y |
| 21.3% |
|
Garland I, TX |
| 2006 |
| 1991 |
| 70,100 |
| 90.3% |
| 679 |
| Y |
| 4.3% |
|
Garland II, TX |
| 2006 |
| 2004 |
| 68,425 |
| 93.7% |
| 469 |
| Y |
| 53.9% |
|
Houston III, TX |
| 2005 |
| 1984 |
| 60,820 |
| 95.1% |
| 459 |
| Y |
| 9.1% |
|
Houston IV, TX |
| 2005 |
| 1987 |
| 43,750 |
| 93.2% |
| 381 |
| Y |
| 10.2% |
|
Houston V, TX † |
| 2006 |
| 1980/97 |
| 126,065 |
| 90.5% |
| 1,011 |
| Y |
| 61.4% |
|
Houston VI, TX |
| 2011 |
| 2002 |
| 54,680 |
| 94.5% |
| 588 |
| Y |
| 99.8% |
|
Houston VII, TX |
| 2012 |
| 2004 |
| 47,227 |
| 95.4% |
| 533 |
| N |
| 100.0% |
|
Houston VIII, TX |
| 2012 |
| 1989 |
| 54,213 |
| 89.3% |
| 498 |
| N |
| 68.9% |
|
Houston IX, TX |
| 2012 |
| 1992 |
| 51,197 |
| 95.9% |
| 429 |
| Y |
| 48.3% |
|
Katy, TX |
| 2013 |
| 2009 |
| 71,308 |
| 82.4% |
| 578 |
| N |
| 88.6% |
|
Keller, TX |
| 2006 |
| 2000 |
| 61,885 |
| 90.7% |
| 486 |
| Y |
| 23.2% |
|
Lewisville I, TX |
| 2006 |
| 1996 |
| 58,140 |
| 91.8% |
| 429 |
| Y |
| 22.3% |
|
Lewisville II, TX |
| 2013 |
| 2003 |
| 127,509 |
| 88.4% |
| 1,197 |
| N |
| 27.4% |
|
Mansfield I, TX |
| 2006 |
| 2003 |
| 63,025 |
| 85.4% |
| 481 |
| Y |
| 43.1% |
|
Mansfield II, TX |
| 2012 |
| 2002 |
| 57,775 |
| 91.7% |
| 483 |
| Y |
| 68.2% |
|
McKinney I, TX |
| 2005 |
| 1996 |
| 47,020 |
| 94.0% |
| 360 |
| Y |
| 12.2% |
|
McKinney II, TX |
| 2006 |
| 1996 |
| 70,050 |
| 92.3% |
| 537 |
| Y |
| 47.3% |
|
North Richland Hills, TX |
| 2005 |
| 2002 |
| 57,200 |
| 86.3% |
| 433 |
| Y |
| 60.5% |
|
Pearland, TX |
| 2012 |
| 1985 |
| 72,060 |
| 84.9% |
| 460 |
| N |
| 45.9% |
|
Roanoke, TX |
| 2005 |
| 1996/2001 |
| 59,420 |
| 92.8% |
| 447 |
| Y |
| 30.7% |
|
Richmond, TX |
| 2013 |
| 1998 |
| 125,275 |
| 87.3% |
| 535 |
| N |
| 29.8% |
|
Facility Location |
| Year |
| Year Built |
| Rentable |
| Occupancy |
| Units |
| Manager |
| % |
|
San Antonio I, TX |
| 2005 |
| 2005 |
| 73,309 |
| 83.5% |
| 575 |
| Y |
| 89.4% |
|
San Antonio II, TX |
| 2006 |
| 2005 |
| 73,230 |
| 83.6% |
| 670 |
| N |
| 91.5% |
|
San Antonio III, TX |
| 2007 |
| 2006 |
| 71,775 |
| 84.7% |
| 565 |
| N |
| 93.7% |
|
Spring, TX |
| 2006 |
| 1980/86 |
| 72,751 |
| 90.4% |
| 534 |
| Y |
| 26.7% |
|
Murray I, UT |
| 2005 |
| 1976 |
| 60,280 |
| 87.3% |
| 621 |
| Y |
| 0.0% |
|
Murray II, UT † |
| 2005 |
| 1978 |
| 71,221 |
| 92.7% |
| 371 |
| Y |
| 5.4% |
|
Salt Lake City I, UT |
| 2005 |
| 1976 |
| 56,446 |
| 85.0% |
| 725 |
| Y |
| 0.0% |
|
Salt Lake City II, UT |
| 2005 |
| 1978 |
| 51,676 |
| 89.6% |
| 482 |
| Y |
| 0.0% |
|
Alexandria, VA |
| 2012 |
| 2000 |
| 114,650 |
| 86.8% |
| 1,153 |
| Y |
| 97.2% |
|
Burke Lake, VA |
| 2011 |
| 2003 |
| 91,747 |
| 82.2% |
| 898 |
| Y |
| 81.6% |
|
Fairfax, VA |
| 2012 |
| 1999 |
| 73,650 |
| 88.7% |
| 683 |
| N |
| 88.3% |
|
Fredericksburg I, VA |
| 2005 |
| 2001/04 |
| 69,475 |
| 88.3% |
| 610 |
| N |
| 21.9% |
|
Fredericksburg II, VA |
| 2005 |
| 1998/2001 |
| 61,207 |
| 84.1% |
| 561 |
| N |
| 87.0% |
|
Leesburg, VA |
| 2011 |
| 2001/04 |
| 85,503 |
| 89.5% |
| 890 |
| Y |
| 83.9% |
|
McLearen, VA |
| 2010 |
| 2002 |
| 68,960 |
| 88.6% |
| 722 |
| Y |
| 90.9% |
|
Manassas, VA |
| 2010 |
| 1998 |
| 73,045 |
| 84.3% |
| 639 |
| Y |
| 64.7% |
|
Vienna, VA |
| 2012 |
| 2000 |
| 54,698 |
| 92.2% |
| 561 |
| Y |
| 97.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total/Weighted Average (366 facilities) |
|
|
|
|
| 24,662,105 |
| 88.3% |
| 236,791 |
|
|
|
|
|
* 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, 2010, there was2013, facilities in our portfolio included an aggregate of approximately 420,000277,000 rentable square feet of commercial space at these facilities.space.
(1) Represents the year acquired for those facilities we acquired from a third party or the year developed for those facilities developed by us.we developed.
(2) Represents occupied square feet divided by total rentable square feet at December 31, 2010.2013.
(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 lease the land pursuant to a ground leaseleases that expires in 2013, but have eight five-yearexpire between 2052 and 2061, subject to renewal options.
(6) We have ground leases for certain small parcels of land adjacent to these facilities that expire between 20102014 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, 2010,2013, and for each of the previous three years, grouped by the year during which we first owned or operated the facility.
Our Facilities by Year Acquired - Average Occupied Square Feet (1)
|
|
|
| Rentable Square |
| Average Occupancy |
| ||||
Year Acquired (2) |
| # of Facilities |
| Feet |
| 2010 |
| 2009 |
| 2008 |
|
2007 and earlier |
| 350 |
| 22,811,295 |
| 76.7 | % | 76.0 | % | 79.8 | % |
2008 |
| 1 |
| 84,975 |
| 80.1 | % | 72.3 | % | 69.5 | % |
2009 |
| — |
| — |
| — |
| — |
| — |
|
2010 |
| 12 |
| 738,348 |
| 67.7 | % | — |
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
All Facilities Owned as of December 31, 2010 |
| 363 |
| 23,634,618 |
| 76.7 | % | 75.9 | % | 79.8 | % |
Our Facilities by Year Acquired - Average Occupancy
|
|
|
| Rentable Square |
| Average Occupancy |
| ||||
Year Acquired (1) |
| # of Facilities |
| Feet |
| 2013 |
| 2012 |
| 2011 |
|
2010 and earlier |
| 283 |
| 18,734,001 |
| 88.3% |
| 82.7% |
| 79.2% |
|
2011 |
| 26 |
| 1,796,173 |
| 88.5% |
| 82.3% |
| 78.7% |
|
2012 |
| 37 |
| 2,635,909 |
| 87.6% |
| 83.8% |
| — |
|
2013 |
| 20 |
| 1,496,022 |
| 80.6% |
| — |
| — |
|
All Facilities Owned as of December 31, 2013 |
| 366 |
| 24,662,105 |
| 88.0% |
| 82.8% |
| 79.2% |
|
Facilities by Year Acquired - Annual Rent Per Occupied Square Foot (1)(2)
|
|
|
| Rent per Square Foot |
| |||||||
Year Acquired (2) |
| # of Facilities |
| 2010 |
| 2009 |
| 2008 |
| |||
|
|
|
|
|
|
|
|
|
| |||
2007 and earlier |
| 350 |
| $ | 11.57 |
| $ | 11.73 |
| $ | 11.49 |
|
2008 |
| 1 |
| 21.59 |
| 22.13 |
| 21.12 |
| |||
2009 |
| — |
| — |
| — |
| — |
| |||
2010 |
| 12 |
| 13.50 |
| — |
| — |
| |||
|
|
|
|
|
|
|
|
|
| |||
All Facilities Owned as of December 31, 2010 |
| 363 |
| $ | 11.66 |
| $ | 11.76 |
| $ | 11.52 |
|
|
|
|
| Rent per Square Foot |
| |||||||
Year Acquired (1) |
| # of Facilities |
| 2013 |
| 2012 |
| 2011 |
| |||
|
|
|
|
|
|
|
|
|
| |||
2010 and earlier |
| 283 |
| $ | 12.43 |
| $ | 12.42 |
| $ | 12.59 |
|
2011 |
| 26 |
| 24.48 |
| 24.01 |
| 22.80 |
| |||
2012 |
| 37 |
| 18.15 |
| 15.55 |
| — |
| |||
2013 |
| 20 |
| 12.44 |
| — |
| — |
| |||
All Facilities Owned as of December 31, 2013 |
| 366 |
| $ | 13.93 |
| $ | 13.67 |
| $ | 13.48 |
|
Facilities by Year Acquired - Average Occupied Square Feet (3)
|
|
|
| Average Occupied Square Feet |
| ||||
Year Acquired (2) |
| # of Facilities |
| 2010 |
| 2009 |
| 2008 |
|
|
|
|
|
|
|
|
|
|
|
2007 and earlier |
| 350 |
| 17,512,913 |
| 17,982,611 |
| 18,961,704 |
|
2008 |
| 1 |
| 67,973 |
| 61,113 |
| 58,844 |
|
2009 |
| — |
| — |
| — |
| — |
|
2010 |
| 12 |
| 480,918 |
| — |
| — |
|
|
|
|
|
|
|
|
|
|
|
All Facilities Owned as of December 31, 2010 |
| 363 |
| 18,061,804 |
| 18,043,724 |
| 19,020,548 |
|
|
|
|
| Average Occupied Square Feet |
| ||||
Year Acquired (1) |
| # of Facilities |
| 2013 |
| 2012 |
| 2011 |
|
|
|
|
|
|
|
|
|
|
|
2010 and earlier |
| 283 |
| 16,487,436 |
| 15,517,599 |
| 14,884,230 |
|
2011 |
| 26 |
| 1,590,812 |
| 1,476,913 |
| 1,409,521 |
|
2012 |
| 37 |
| 2,309,401 |
| 2,199,295 |
| — |
|
2013 |
| 20 |
| 1,191,148 |
| — |
| — |
|
All Facilities Owned as of December 31, 2013 |
| 366 |
| 21,578,797 |
| 19,193,807 |
| 16,293,751 |
|
Facilities by Year Acquired - Total Revenues (dollars in thousands) (4)
|
|
|
| Total Revenues |
| |||||||
Year Acquired (2) |
| # of Facilities |
| 2010 |
| 2009 |
| 2008 |
| |||
|
|
|
|
|
|
|
|
|
| |||
2007 and earlier |
| 350 |
| $ | 209,222 |
| $ | 215,245 |
| $ | 222,748 |
|
2008 |
| 1 |
| 1,527 |
| 1,404 |
| 1,309 |
| |||
2009 |
| — |
| — |
| — |
| — |
| |||
2010 |
| 12 |
| 1,663 |
| — |
| — |
| |||
|
|
|
|
|
|
|
|
|
| |||
All Facilities Owned as of December 31, 2010 |
| 363 |
| $ | 212,412 |
| $ | 216,649 |
| $ | 224,057 |
|
|
|
|
| Total Revenues |
| |||||||
Year Acquired (1) |
| # of Facilities |
| 2013 |
| 2012 |
| 2011 |
| |||
|
|
|
|
|
|
|
|
|
| |||
2010 and earlier |
| 283 |
| $ | 216,914 |
| $ | 202,386 |
| $ | 194,831 |
|
2011 |
| 26 |
| 41,005 |
| 36,945 |
| 9,548 |
| |||
2012 |
| 37 |
| 43,926 |
| 19,028 |
| — |
| |||
2013 |
| 20 |
| 7,048 |
| — |
| — |
| |||
All Facilities Owned as of December 31, 2013 |
| 366 |
| $ | 308,893 |
| $ | 258,359 |
| $ | 204,379 |
|
(1)For facilities developed by us, “Year Acquired” represents the year in which we acquired such facilities 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 $15.7 million, $15.0 million and late fees$12.0 million, for the periods ended December 31, 2013, 2012 and revenues from auctions, but does not include ancillary revenues generated at our facilities.2011.
(2) 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.
(3)Represents the average of the aggregate month-end occupied square feet for the twelve-month period for each group of facilities.
(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.
Unconsolidated Real Estate Venture
On December 10, 2013, we acquired a 50% ownership interest in 35 self-storage facilities located in Texas (34) and North Carolina (1) through the newly-formed HHF joint venture. These facilities contain an aggregate of 2.4 million rentable square feet. The joint venture paid $315.7 million for these facilities. We and our joint venture partner each contributed 50% of the equity capital required to fund the acquisition. We account for our investment in the HHF joint venture using the equity method. See note 5 to the consolidated financial statements.
Planned Renovations and Improvements
We have a capital improvement and property renovation program that includes office upgrades, adding climate control atto selected units,cubes, construction of parking areas safety and security enhancements, and generalother facility upgrades. For 2011,2014, we anticipate spending approximately $7 million to $9$11 million associated with these capital expenditures and expect to enhance the safety and improve the aesthetic appeal of our facilities.expenditures.
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 provisions for potential liabilities, if any, arising from any such matters. However, litigation is inherently unpredictable, and the costs and other effects of pending or future litigation, governmental investigations, legal and administrative cases and proceedings (whether civil or criminal), settlements, judgments and investigations, claims and changes in any such matters, could have a material adverse effect on our business, financial condition and operating results.
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 amended their complaint in 2010 to include the Company as a defendant. 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. Wh ile management currently believes that resolving this matter will not have a material adverse impact on our business, financial condition or operating results, litigation, as noted above, is subject to inherent uncertainties and management’s view of this matter may change in the future.
ITEM 4. REMOVED AND RESERVEDMINING SAFETY DISCLOSURES
Not applicable.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDERMATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
As of December 31, 2010,2013, there were approximately 5278 registered record holders of ourthe Parent Company’s common shares. This figure doesshares and 12 holders (other than the Parent Company) of the Operating Partnership’s common units. These figures do not include beneficial owners who hold shares in nominee name. There is no established trading market for these units of the Operating Partnership. The following table shows the high and low closing prices per share for our common shares,share, as reported by the New York Stock Exchange, and the cash dividends declared with respect to such shares:
|
| High |
| Low |
| Cash Dividends |
|
|
|
|
|
| Cash Dividends |
| ||||||
2009 |
|
|
|
|
|
|
| |||||||||||||
|
| High |
| Low |
| Declared |
| |||||||||||||
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 |
|
2010 |
|
|
|
|
|
|
| |||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
2013 |
|
|
|
|
|
|
| |||||||||||||
First quarter |
| $ | 7.70 |
| $ | 6.31 |
| $ | 0.025 |
|
| $ | 15.92 |
| $ | 14.24 |
| $ | 0.110 |
|
Second quarter |
| $ | 8.98 |
| $ | 7.25 |
| $ | 0.025 |
|
| $ | 17.57 |
| $ | 15.48 |
| $ | 0.110 |
|
Third quarter |
| $ | 8.86 |
| $ | 6.88 |
| $ | 0.025 |
|
| $ | 17.96 |
| $ | 15.94 |
| $ | 0.110 |
|
Fourth quarter |
| $ | 9.56 |
| $ | 8.19 |
| $ | 0.070 |
|
| $ | 19.48 |
| $ | 15.12 |
| $ | 0.130 |
|
For each quarter in 2012 and 2013, 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 ourthe Parent Company’s common shareholders a statement detailing the tax characterization of dividends paid during the preceding year as ordinary income, capital gain or return of capital. The characterization of the Parent Company’s dividends for 2013 consisted of a 55.9082% ordinary income distribution and a 44.0918% capital gain distribution from earnings and profits.
Distributions to 7.75% Series A Cumulative Redeemable Preferred Shareholders are usually taxable as ordinary income, although a portion of the distribution may be designated as capital gain or may constitute a tax-free return of capital. Annually, we provide each of the Parent Company’s preferred shareholders a statement detailing preferred distributions paid during the preceding year and their characterization as ordinary income, capital gain or return of capital. The characterization of our preferred dividends for 2010 was 100%2013 consisted of a 65.7893% ordinary income distribution.distribution and a 34.2107% 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,Credit Facility, we are restricted from paying distributions on ourthe Parent Company’s common shares that would exceed an amount equal toin excess of the greater of (i) 95% of our funds from operations, and (ii) such amount as may be necessary to maintain our REIT status.
To the extent that we make distributions in excess of our earnings and profits, as computed for federal income tax purposes, these distributions will represent a return of capital, rather than a dividend, for federal income tax purposes. Distributions that are treated as a return of capital for federal income tax purposes generally will not be taxable as a dividend to a U.S. shareholder, but will reduce the shareholder’s basis in its shares (but not below zero) and therefore can result in the shareholder having a higher gain upon a subsequent sale of such shares. Return of capital distributions in excess of a shareholder’s basis generally will be treated as gain from the sale of such shares for federal income tax purposes.
Share Performance Graph
The SEC requires us to present a chart comparing the cumulative total shareholder return, assuming reinvestment of dividends, on our common shares with the cumulative total shareholder return of (i) a broad equity index and (ii) a published industry or peer group index. The following chart compares the yearly cumulative total shareholder return for our common shares with the cumulative shareholder return of companies on (i) the S&P 500 Index, (ii) the Russell 2000 and (iii) the NAREIT All Equity REIT Index as provided by NAREIT for the period beginning December 31, 20052008 and ending December 31, 2010.2013.
|
| Period Ending |
|
| Period Ending |
| ||||||||||||||||||||
Index |
| 12/31/05 |
| 12/31/06 |
| 12/31/07 |
| 12/31/08 |
| 12/31/09 |
| 12/31/10 |
|
| 12/31/08 |
| 12/31/09 |
| 12/31/10 |
| 12/31/11 |
| 12/31/12 |
| 12/31/13 |
|
U-Store-It Trust |
| 100.00 |
| 103.33 |
| 49.25 |
| 25.62 |
| 43.25 |
| 57.05 |
| |||||||||||||
CubeSmart |
| 100.00 |
| 168.81 |
| 222.65 |
| 255.96 |
| 362.99 |
| 408.40 |
| |||||||||||||
S&P 500 |
| 100.00 |
| 115.79 |
| 122.16 |
| 76.96 |
| 97.33 |
| 111.99 |
|
| 100.00 |
| 126.46 |
| 145.51 |
| 148.59 |
| 172.37 |
| 228.19 |
|
Russell 2000 |
| 100.00 |
| 118.37 |
| 116.51 |
| 77.15 |
| 98.11 |
| 124.46 |
|
| 100.00 |
| 127.17 |
| 161.32 |
| 154.59 |
| 179.86 |
| 249.69 |
|
NAREIT All Equity REIT Index |
| 100.00 |
| 135.06 |
| 113.87 |
| 70.91 |
| 90.76 |
| 116.12 |
|
| 100.00 |
| 127.99 |
| 163.76 |
| 177.32 |
| 212.26 |
| 218.32 |
|
The following table provides information about repurchases of the Company’s common shares during the three-month period ended December 31, 2010.
|
| Total Number of |
| Average Price Paid |
| Total Number of |
| Maximum Number |
| |
|
|
|
|
|
|
|
|
|
| |
October |
| 171 |
| $ | 8.43 |
| N/A |
| 3,000,000 |
|
November |
| N/A |
| N/A |
| N/A |
| 3,000,000 |
| |
December |
| 544 |
| $ | 8.79 |
| N/A |
| 3,000,000 |
|
|
|
|
|
|
|
|
|
|
| |
Total |
| 715 |
|
|
| N/A |
| 3,000,000 |
|
(1) Represents common shares withheld by the Company upon the vesting of restricted shares to cover employee tax obligations.
(2) On JuneSeptember 27, 2007, the Parent Company announced that the Board of Trustees approved a share repurchase program for up to 3.0 million of the Parent Company’s outstanding common shares. Unless terminated earlier by resolution of the Board of Trustees, the program will expire when the number of authorized shares has been repurchased. The Parent Company has made no repurchases under this program.program to date and there were no other repurchases of the Parent Company’s common shares during the year ended December 31, 2013.
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 informationdata for the five-year period ended December 31, 20102013 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.Report.
|
| For the year ended December 31, |
|
| For the year ended December 31, |
| ||||||||||||||||||||||||||
|
| 2010 |
| 2009 |
| 2008 |
| 2007 |
| 2006 |
|
| 2013 |
| 2012 |
| 2011 |
| 2010 |
| 2009 |
| ||||||||||
|
| (Dollars and shares in thousands, except per share data) |
|
| (Dollars and shares in thousands, except per share data) |
| ||||||||||||||||||||||||||
REVENUES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Rental income |
| $ | 195,357 |
| $ | 194,590 |
| $ | 202,200 |
| $ | 186,330 |
| $ | 171,059 |
|
| $ | 281,250 |
| $ | 236,160 |
| $ | 188,249 |
| $ | 165,631 |
| $ | 164,541 |
|
Other property related income |
| 18,640 |
| 16,086 |
| 15,130 |
| 15,148 |
| 13,344 |
|
| 32,365 |
| 25,821 |
| 18,987 |
| 15,697 |
| 13,389 |
| ||||||||||
Other - related party |
| — |
| — |
| — |
| 365 |
| 457 |
| |||||||||||||||||||||
Property management fee income |
| 2,829 |
| 56 |
| — |
| — |
| — |
|
| 4,780 |
| 4,341 |
| 3,768 |
| 2,829 |
| 56 |
| ||||||||||
Total revenues |
| 216,826 |
| 210,732 |
| 217,330 |
| 201,843 |
| 184,860 |
|
| 318,395 |
| 266,322 |
| 211,004 |
| 184,157 |
| 177,986 |
| ||||||||||
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Property operating expenses |
| 93,696 |
| 91,380 |
| 92,533 |
| 86,358 |
| 75,921 |
|
| 118,222 |
| 103,488 |
| 87,570 |
| 78,581 |
| 77,083 |
| ||||||||||
Property operating expenses - related party |
| — |
| — |
| — |
| 59 |
| 69 |
| |||||||||||||||||||||
Depreciation and amortization |
| 62,945 |
| 69,125 |
| 71,974 |
| 63,183 |
| 58,043 |
|
| 112,313 |
| 109,830 |
| 61,972 |
| 53,410 |
| 57,185 |
| ||||||||||
Asset write-off |
| — |
| — |
| — |
| — |
| 305 |
| |||||||||||||||||||||
Lease abandonment |
| — |
| — |
| — |
| 1,316 |
| — |
| |||||||||||||||||||||
General and administrative |
| 25,406 |
| 22,569 |
| 24,964 |
| 21,966 |
| 21,675 |
|
| 29,563 |
| 26,131 |
| 24,693 |
| 25,406 |
| 22,569 |
| ||||||||||
General and administrative - related party |
| — |
| — |
| — |
| 337 |
| 613 |
| |||||||||||||||||||||
Total operating expenses |
| 182,047 |
| 183,074 |
| 189,471 |
| 173,219 |
| 156,626 |
|
| 260,098 |
| 239,449 |
| 174,235 |
| 157,397 |
| 156,837 |
| ||||||||||
OPERATING INCOME |
| 34,779 |
| 27,658 |
| 27,859 |
| 28,624 |
| 28,234 |
|
| 58,297 |
| 26,873 |
| 36,769 |
| 26,760 |
| 21,149 |
| ||||||||||
OTHER INCOME (EXPENSE) |
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
OTHER (EXPENSE) INCOME |
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Interest: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Interest expense on loans |
| (37,794 | ) | (45,269 | ) | (52,014 | ) | (54,108 | ) | (45,628 | ) |
| (40,424 | ) | (40,318 | ) | (32,787 | ) | (37,367 | ) | (44,828 | ) | ||||||||||
Loan procurement amortization expense |
| (6,463 | ) | (2,339 | ) | (1,929 | ) | (1,772 | ) | (1,972 | ) |
| (2,058 | ) | (3,279 | ) | (5,028 | ) | (6,463 | ) | (2,339 | ) | ||||||||||
Early extinguishment of debt |
| — |
| — |
| — |
| — |
| (1,907 | ) | |||||||||||||||||||||
Interest income |
| 621 |
| 681 |
| 153 |
| 401 |
| 1,336 |
| |||||||||||||||||||||
Loan procurement amortization expense - early repayment of debt |
| (414 | ) | — |
| (8,167 | ) | — |
| — |
| |||||||||||||||||||||
Acquisition related costs |
| (759 | ) | — |
| — |
| — |
| — |
|
| (3,849 | ) | (3,086 | ) | (3,823 | ) | (759 | ) | — |
| ||||||||||
Equity in losses of real estate ventures |
| (1,151 | ) | (745 | ) | (281 | ) | — |
| — |
| |||||||||||||||||||||
Gain from remeasurement of investment in real estate venture |
| — |
| 7,023 |
| — |
| — |
| — |
| |||||||||||||||||||||
Other |
| (235 | ) | (33 | ) | 94 |
| 118 |
| 191 |
|
| 8 |
| 256 |
| (83 | ) | 386 |
| 648 |
| ||||||||||
Total other expense |
| (44,630 | ) | (46,960 | ) | (53,696 | ) | (55,361 | ) | (47,980 | ) |
| (47,888 | ) | (40,149 | ) | (50,169 | ) | (44,203 | ) | (46,519 | ) | ||||||||||
LOSS FROM CONTINUING OPERATIONS |
| (9,851 | ) | (19,302 | ) | (25,837 | ) | (26,737 | ) | (19,746 | ) | |||||||||||||||||||||
INCOME (LOSS) FROM CONTINUING OPERATIONS |
| 10,409 |
| (13,276 | ) | (13,400 | ) | (17,443 | ) | (25,370 | ) | |||||||||||||||||||||
DISCONTINUED OPERATIONS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Income from discontinued operations |
| 2,006 |
| 4,831 |
| 9,219 |
| 9,973 |
| 10,422 |
|
| 4,145 |
| 7,093 |
| 11,944 |
| 9,598 |
| 10,899 |
| ||||||||||
Net gain on disposition of discontinued operations |
| 1,826 |
| 14,139 |
| 19,720 |
| 2,517 |
| — |
| |||||||||||||||||||||
Gain from disposition of discontinued operations |
| 27,440 |
| 9,811 |
| 3,903 |
| 1,826 |
| 14,139 |
| |||||||||||||||||||||
Total discontinued operations |
| 3,832 |
| 18,970 |
| 28,939 |
| 12,490 |
| 10,422 |
|
| 31,585 |
| 16,904 |
| 15,847 |
| 11,424 |
| 25,038 |
| ||||||||||
NET (LOSS) INCOME |
| (6,019 | ) | (332 | ) | 3,102 |
| (14,247 | ) | (9,324 | ) | |||||||||||||||||||||
NET LOSS (INCOME) ATTRIBUTABLE TO NONCONROLLING INTERESTS |
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
NET INCOME (LOSS) |
| 41,994 |
| 3,628 |
| 2,447 |
| (6,019 | ) | (332 | ) | |||||||||||||||||||||
NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS |
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Noncontrolling interests in the Operating Partnership |
| 381 |
| 60 |
| (310 | ) | 1,170 |
| 773 |
|
| (588 | ) | 107 |
| (35 | ) | 381 |
| 60 |
| ||||||||||
Noncontrolling interest in subsidiaries |
| (1,755 | ) | (665 | ) | — |
| — |
| — |
|
| 42 |
| (1,918 | ) | (2,810 | ) | (1,755 | ) | (665 | ) | ||||||||||
NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY |
| $ | (7,393 | ) | $ | (937 | ) | $ | 2,792 |
| $ | (13,077 | ) | $ | (8,551 | ) | ||||||||||||||||
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY |
| 41,448 |
| 1,817 |
| (398 | ) | (7,393 | ) | (937 | ) | |||||||||||||||||||||
Distribution to preferred shareholders |
| (6,008 | ) | (6,008 | ) | (1,218 | ) | — |
| — |
| |||||||||||||||||||||
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY’S COMMON SHAREHOLDERS |
| $ | 35,440 |
| $ | (4,191 | ) | $ | (1,616 | ) | $ | (7,393 | ) | $ | (937 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Basic and diluted loss per share from continuing operations attributable to common shareholders |
| $ | (0.12 | ) | $ | (0.27 | ) | $ | (0.41 | ) | $ | (0.43 | ) | $ | (0.32 | ) | ||||||||||||||||
Basic and diluted earnings per share from discontinued operations attributable to common shareholders |
| $ | 0.04 |
| $ | 0.26 |
| $ | 0.46 |
| $ | 0.21 |
| $ | 0.17 |
| ||||||||||||||||
Basic and diluted (loss) earnings per share attributable to common shareholders |
| $ | (0.08 | ) | $ | (0.01 | ) | $ | 0.05 |
| $ | (0.22 | ) | $ | (0.15 | ) | ||||||||||||||||
Basic earnings (loss) per share from continuing operations attributable to common shareholders |
| $ | 0.03 |
| $ | (0.17 | ) | $ | (0.16 | ) | $ | (0.19 | ) | $ | (0.34 | ) | ||||||||||||||||
Basic earnings per share from discontinued operations attributable to common shareholders |
| $ | 0.23 |
| $ | 0.14 |
| $ | 0.14 |
| $ | 0.11 |
| $ | 0.33 |
| ||||||||||||||||
Basic earnings (loss) per share attributable to common shareholders |
| $ | 0.26 |
| $ | (0.03 | ) | $ | (0.02 | ) | $ | (0.08 | ) | $ | (0.01 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Weighted-average basic and diluted shares outstanding (1) |
| 93,998 |
| 70,988 |
| 57,621 |
| 57,497 |
| 57,287 |
| |||||||||||||||||||||
Diluted earnings (loss) per share from continuing operations attributable to common shareholders |
| $ | 0.03 |
| $ | (0.17 | ) | $ | (0.16 | ) | $ | (0.19 | ) | $ | (0.34 | ) | ||||||||||||||||
Diluted earnings per share from discontinued operations attributable to common shareholders |
| $ | 0.23 |
| $ | 0.14 |
| $ | 0.14 |
| $ | 0.11 |
| $ | 0.33 |
| ||||||||||||||||
Diluted earnings (loss) per share attributable to common shareholders |
| $ | 0.26 |
| $ | (0.03 | ) | $ | (0.02 | ) | $ | (0.08 | ) | $ | (0.01 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Weighted-average basic shares outstanding (1) |
| 135,191 |
| 124,548 |
| 102,976 |
| 93,998 |
| 70,988 |
| |||||||||||||||||||||
Weighted-average diluted shares outstanding (1) |
| 137,742 |
| 124,548 |
| 102,976 |
| 93,998 |
| 70,988 |
| |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
AMOUNTS ATTRIBUTABLE TO THE COMPANY’S COMMON SHAREHOLDERS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Loss from continuing operations |
| $ | (11,049 | ) | $ | (18,921 | ) | $ | (23,803 | ) | $ | (24,542 | ) | $ | (18,108 | ) | ||||||||||||||||
Income (loss) from continuing operations |
| $ | 4,392 |
| $ | (20,689 | ) | $ | (16,734 | ) | $ | (18,223 | ) | $ | (23,947 | ) | ||||||||||||||||
Total discontinued operations |
| 3,656 |
| 17,984 |
| 26,595 |
| 11,465 |
| 9,557 |
|
| 31,048 |
| 16,498 |
| 15,118 |
| 10,830 |
| 23,010 |
| ||||||||||
Net (loss) income |
| $ | (7,393 | ) | $ | (937 | ) | $ | 2,792 |
| $ | (13,077 | ) | $ | (8,551 | ) | ||||||||||||||||
Net income (loss) |
| $ | 35,440 |
| $ | (4,191 | ) | $ | (1,616 | ) | $ | (7,393 | ) | $ | (937 | ) |
|
| At December 31, |
| |||||||||||||||||||||||||||||
|
| At December 31, |
|
| 2013 |
| 2012 |
| 2011 |
| 2010 |
| 2009 |
| ||||||||||||||||||
|
| 2010 |
| 2009 |
| 2008 |
| 2007 |
| 2006 |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Balance Sheet Data (in thousands): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Storage facilities, net |
| $ | 1,428,491 |
| $ | 1,430,533 |
| $ | 1,559,958 |
| $ | 1,647,118 |
| $ | 1,566,815 |
|
| $ | 2,155,170 |
| $ | 2,089,707 |
| $ | 1,788,720 |
| $ | 1,428,491 |
| $ | 1,430,533 |
|
Total assets |
| 1,478,819 |
| 1,598,870 |
| 1,597,659 |
| 1,687,831 |
| 1,615,339 |
|
| 2,358,624 |
| 2,150,319 |
| 1,875,979 |
| 1,478,819 |
| 1,598,870 |
| ||||||||||
Unsecured senior notes |
| 500,000 |
| 250,000 |
| — |
| — |
| — |
| |||||||||||||||||||||
Revolving credit facility |
| 43,000 |
| — |
| 172,000 |
| 219,000 |
| 90,500 |
|
| 38,600 |
| 45,000 |
| — |
| 43,000 |
| — |
| ||||||||||
Unsecured term loan |
| 200,000 |
| — |
| 200,000 |
| 200,000 |
| 200,000 |
| |||||||||||||||||||||
Unsecured term loans |
| 400,000 |
| 500,000 |
| 400,000 |
| 200,000 |
| — |
| |||||||||||||||||||||
Secured term loan |
| — |
| 200,000 |
| 57,419 |
| 47,444 |
| — |
|
| — |
| — |
| — |
| — |
| 200,000 |
| ||||||||||
Mortgage loans and notes payable |
| 372,457 |
| 569,026 |
| 548,085 |
| 561,057 |
| 588,930 |
|
| 200,218 |
| 228,759 |
| 358,441 |
| 372,457 |
| 569,026 |
| ||||||||||
Total liabilities |
| 668,266 |
| 814,146 |
| 1,028,705 |
| 1,083,230 |
| 930,948 |
|
| 1,229,142 |
| 1,112,420 |
| 830,925 |
| 668,266 |
| 814,146 |
| ||||||||||
Noncontrolling interest in the Operating Partnership |
| 45,145 |
| 45,394 |
| 46,026 |
| 48,982 |
| 107,606 |
| |||||||||||||||||||||
U-Store-It Trust shareholders’ equity |
| 724,216 |
| 695,309 |
| 522,928 |
| 555,619 |
| 576,785 |
| |||||||||||||||||||||
Noncontrolling interests in the Operating Partnership |
| 36,275 |
| 47,990 |
| 49,732 |
| 45,145 |
| 45,394 |
| |||||||||||||||||||||
Total CubeSmart shareholders’ equity |
| 1,092,276 |
| 989,791 |
| 955,913 |
| 724,216 |
| 695,309 |
| |||||||||||||||||||||
Noncontrolling interests in subsidiaries |
| 41,192 |
| 44,021 |
| — |
| — |
| — |
|
| 931 |
| 118 |
| 39,409 |
| 41,192 |
| 44,021 |
| ||||||||||
Total liabilities and equity |
| 1,478,819 |
| 1,598,870 |
| 1,597,659 |
| 1,687,831 |
| 1,615,339 |
|
| 2,358,624 |
| 2,150,319 |
| 1,875,979 |
| 1,478,819 |
| 1,598,870 |
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Other Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Number of facilities |
| 363 |
| 367 |
| 387 |
| 409 |
| 399 |
|
| 366 |
| 381 |
| 370 |
| 363 |
| 367 |
| ||||||||||
Total rentable square feet (in thousands) |
| 23,635 |
| 23,749 |
| 24,973 |
| 26,119 |
| 25,436 |
|
| 24,662 |
| 25,485 |
| 24,420 |
| 23,635 |
| 23,749 |
| ||||||||||
Occupancy percentage |
| 76.3 | % | 75.2 | % | 78.9 | % | 79.5 | % | 78.2 | % |
| 88.3 | % | 84.4 | % | 78.4 | % | 76.3 | % | 75.2 | % | ||||||||||
Cash dividends declared per share (2) |
| $ | 0.145 |
| $ | 0.10 |
| $ | 0.565 |
| $ | 1.05 |
| $ | 1.16 |
|
| $ | 0.460 |
| $ | 0.350 |
| $ | 0.290 |
| $ | 0.145 |
| $ | 0.100 |
|
(1) Excludes operating partnershipOperating Partnership units issued at our IPO and in connection with the acquisition of facilities subsequent to our IPO. Operating partnershipPartnership units have been excluded from the earnings per share calculations as the related income or loss is presented in Noncontrolling interests in the Operating Partnership.
(2) The CompanyWe announced full quarterly 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 per common share on December 13, 2007, February 27, 2008, May 7, 2008, and August 6, 2008; dividends of $0.025 per common share on December 11, 2008, January 22,February 25, 2009, April 22,May 26, 2009, July 22, 2009, October 22,August 5, 2009, December 5,10, 2009, February 24, 2010, June 2, 2010, and August 4, 2010; and dividends of $0.07$0.070 per common share on December 14, 2010.2010, February 23, 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; dividends of $0.110 and $0.484 per common and preferred shares, respectively, on December 10, 2012, February 21, 2013, May 29, 2013, and August 7, 2013, and dividends of $0.130 and $0.484 per common and preferred shares, respectively, on December 19, 2013.
CUBESMART, L.P.
The following table sets forth selected financial and operating data on a historical consolidated basis for the Operating Partnership. The selected historical financial data for the five-year period ended December 31, 2013 was derived from the Operating Partnership’s financial 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 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, |
| |||||||||||||
|
| 2013 |
| 2012 |
| 2011 |
| 2010 |
| 2009 |
| |||||
|
| (Dollars and shares in thousands, except per unit data) |
| |||||||||||||
REVENUES |
|
|
|
|
|
|
|
|
|
|
| |||||
Rental income |
| $ | 281,250 |
| $ | 236,160 |
| $ | 188,249 |
| $ | 165,631 |
| $ | 164,541 |
|
Other property related income |
| 32,365 |
| 25,821 |
| 18,987 |
| 15,697 |
| 13,389 |
| |||||
Property management fee income |
| 4,780 |
| 4,341 |
| 3,768 |
| 2,829 |
| 56 |
| |||||
Total revenues |
| 318,395 |
| 266,322 |
| 211,004 |
| 184,157 |
| 177,986 |
| |||||
OPERATING EXPENSES |
| �� |
|
|
|
|
|
|
|
|
| |||||
Property operating expenses |
| 118,222 |
| 103,488 |
| 87,570 |
| 78,581 |
| 77,083 |
| |||||
Depreciation and amortization |
| 112,313 |
| 109,830 |
| 61,972 |
| 53,410 |
| 57,185 |
| |||||
General and administrative |
| 29,563 |
| 26,131 |
| 24,693 |
| 25,406 |
| 22,569 |
| |||||
Total operating expenses |
| 260,098 |
| 239,449 |
| 174,235 |
| 157,397 |
| 156,837 |
| |||||
OPERATING INCOME |
| 58,297 |
| 26,873 |
| 36,769 |
| 26,760 |
| 21,149 |
| |||||
OTHER (EXPENSE) INCOME |
|
|
|
|
|
|
|
|
|
|
| |||||
Interest: |
|
|
|
|
|
|
|
|
|
|
| |||||
Interest expense on loans |
| (40,424 | ) | (40,318 | ) | (32,787 | ) | (37,367 | ) | (44,828 | ) | |||||
Loan procurement amortization expense |
| (2,058 | ) | (3,279 | ) | (5,028 | ) | (6,463 | ) | (2,339 | ) | |||||
Loan procurement amortization expense - early repayment of debt |
| (414 | ) | — |
| (8,167 | ) | — |
| — |
| |||||
Acquisition related costs |
| (3,849 | ) | (3,086 | ) | (3,823 | ) | (759 | ) | — |
| |||||
Equity in losses of real estate ventures |
| (1,151 | ) | (745 | ) | (281 | ) | — |
| — |
| |||||
Gain from remeasurement of investment in real estate venture |
| — |
| 7,023 |
| — |
| — |
| — |
| |||||
Other |
| 8 |
| 256 |
| (83 | ) | 386 |
| 648 |
| |||||
Total other expense |
| (47,888 | ) | (40,149 | ) | (50,169 | ) | (44,203 | ) | (46,519 | ) | |||||
INCOME (LOSS) FROM CONTINUING OPERATIONS |
| 10,409 |
| (13,276 | ) | (13,400 | ) | (17,443 | ) | (25,370 | ) | |||||
DISCONTINUED OPERATIONS |
|
|
|
|
|
|
|
|
|
|
| |||||
Income from discontinued operations |
| 4,145 |
| 7,093 |
| 11,944 |
| 9,598 |
| 10,899 |
| |||||
Gain from disposition of discontinued operations |
| 27,440 |
| 9,811 |
| 3,903 |
| 1,826 |
| 14,139 |
| |||||
Total discontinued operations |
| 31,585 |
| 16,904 |
| 15,847 |
| 11,424 |
| 25,038 |
| |||||
NET INCOME (LOSS) |
| 41,994 |
| 3,628 |
| 2,447 |
| (6,019 | ) | (332 | ) | |||||
NET LOSS (INCOME) ATTRIBUTABLE TO NONCONROLLING INTERESTS |
|
|
|
|
|
|
|
|
|
|
| |||||
Noncontrolling interest in subsidiaries |
| 42 |
| (1,918 | ) | (2,810 | ) | (1,755 | ) | (665 | ) | |||||
NET INCOME (LOSS) ATTRIBUTABLE TO CUBESMART L.P. |
| 42,036 |
| 1,710 |
| (363 | ) | (7,774 | ) | (997 | ) | |||||
Operating Partnership interests of third parties |
| (588 | ) | 107 |
| (35 | ) | 381 |
| 60 |
| |||||
NET INCOME (LOSS) ATTRIBUTABLE TO OPERATING PARTNER |
| 41,448 |
| 1,817 |
| (398 | ) | (7,393 | ) | (937 | ) | |||||
Distribution to preferred unitholders |
| (6,008 | ) | (6,008 | ) | (1,218 | ) | — |
| — |
| |||||
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON UNITHOLDERS |
| $ | 35,440 |
| $ | (4,191 | ) | $ | (1,616 | ) | $ | (7,393 | ) | $ | (937 | ) |
|
|
|
|
|
|
|
|
|
|
|
| |||||
Basic earnings (loss) per unit from continuing operations attributable to common unitholders |
| $ | 0.03 |
| $ | (0.17 | ) | $ | (0.16 | ) | $ | (0.19 | ) | $ | (0.34 | ) |
Basic earnings per unit from discontinued operations attributable to common unitholders |
| $ | 0.23 |
| $ | 0.14 |
| $ | 0.14 |
| $ | 0.11 |
| $ | 0.33 |
|
Basic earnings (loss) per unit attributable to common unitholders |
| $ | 0.26 |
| $ | (0.03 | ) | $ | (0.02 | ) | $ | (0.08 | ) | $ | (0.01 | ) |
|
|
|
|
|
|
|
|
|
|
|
| |||||
Diluted earnings (loss) per unit from continuing operations attributable to common unitholders |
| $ | 0.03 |
| $ | (0.17 | ) | $ | (0.16 | ) | $ | (0.19 | ) | $ | (0.34 | ) |
Diluted earnings per unit from discontinued operations attributable to common unitholders |
| $ | 0.23 |
| $ | 0.14 |
| $ | 0.14 |
| $ | 0.11 |
| $ | 0.33 |
|
Diluted earnings (loss) per unit attributable to common unitholders |
| $ | 0.26 |
| $ | (0.03 | ) | $ | (0.02 | ) | $ | (0.08 | ) | $ | (0.01 | ) |
|
|
|
|
|
|
|
|
|
|
|
| |||||
Weighted-average basic units outstanding (1) |
| 135,191 |
| 124,548 |
| 102,976 |
| 93,998 |
| 70,988 |
| |||||
Weighted-average diluted units outstanding (1) |
| 137,742 |
| 124,548 |
| 102,976 |
| 93,998 |
| 70,988 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
AMOUNTS ATTRIBUTABLE TO COMMON UNITHOLDERS: |
|
|
|
|
|
|
|
|
|
|
| |||||
Income (loss) from continuing operations |
| $ | 4,392 |
| $ | (20,689 | ) | $ | (16,734 | ) | $ | (18,223 | ) | $ | (23,947 | ) |
Total discontinued operations |
| 31,048 |
| 16,498 |
| 15,118 |
| 10,830 |
| 23,010 |
| |||||
Net income (loss) |
| $ | 35,440 |
| $ | (4,191 | ) | $ | (1,616 | ) | $ | (7,393 | ) | $ | (937 | ) |
|
| At December 31, |
| |||||||||||||
|
| 2013 |
| 2012 |
| 2011 |
| 2010 |
| 2009 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Balance Sheet Data (in thousands): |
|
|
|
|
|
|
|
|
|
|
| |||||
Storage facilities, net |
| $ | 2,155,170 |
| $ | 2,089,707 |
| $ | 1,788,720 |
| $ | 1,428,491 |
| $ | 1,430,533 |
|
Total assets |
| 2,358,624 |
| 2,150,319 |
| 1,875,979 |
| 1,478,819 |
| 1,598,870 |
| |||||
Unsecured senior notes |
| 500,000 |
| 250,000 |
| — |
| — |
| — |
| |||||
Revolving credit facility |
| 38,600 |
| 45,000 |
| — |
| 43,000 |
| — |
| |||||
Unsecured term loans |
| 400,000 |
| 500,000 |
| 400,000 |
| 200,000 |
| — |
| |||||
Secured term loan |
| — |
| — |
| — |
| — |
| 200,000 |
| |||||
Mortgage loans and notes payable |
| 200,218 |
| 228,759 |
| 358,441 |
| 372,457 |
| 569,026 |
| |||||
Total liabilities |
| 1,229,142 |
| 1,112,420 |
| 830,925 |
| 668,266 |
| 814,146 |
| |||||
Operating Partnership interests of third parties |
| 36,275 |
| 47,990 |
| 49,732 |
| 45,145 |
| 45,394 |
| |||||
Total CubeSmart L.P. Capital |
| 1,092,276 |
| 989,791 |
| 955,913 |
| 724,216 |
| 695,309 |
| |||||
Noncontrolling interests in subsidiaries |
| 931 |
| 118 |
| 39,409 |
| 41,192 |
| 44,021 |
| |||||
Total liabilities and capital |
| 2,358,624 |
| 2,150,319 |
| 1,875,979 |
| 1,478,819 |
| 1,598,870 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Other Data: |
|
|
|
|
|
|
|
|
|
|
| |||||
Number of facilities |
| 366 |
| 381 |
| 370 |
| 363 |
| 367 |
| |||||
Total rentable square feet (in thousands) |
| 24,662 |
| 25,485 |
| 24,420 |
| 23,635 |
| 23,749 |
| |||||
Occupancy percentage |
| 88.3 | % | 84.4 | % | 78.4 | % | 76.3 | % | 75.2 | % | |||||
Cash dividends declared per unit (2) |
| $ | 0.460 |
| $ | 0.350 |
| $ | 0.290 |
| $ | 0.145 |
| $ | 0.100 |
|
(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 Operating Partnership interest of third parties.
35(2)We announced full quarterly dividends of $0.025 per common share on February 25, 2009, May 26, 2009, August 5, 2009, December 10, 2009, February 24, 2010, June 2, 2010, and August 4, 2010; dividends of $0.070 per common share on December 14, 2010, February 23, 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; dividends of $0.110 and $0.484 per common and preferred shares, respectively, on December 10, 2012, February 21, 2013, May 29, 2013, and August 7, 2013, and dividends of $0.130 and $0.484 per common and preferred shares, respectively, on December 19, 2013.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS
The following discussion should be read in conjunction with the financial statementsand notes thereto appearing elsewhere in this report. The Company makes certainReport. Some of the statements we make in this section that are forward-looking statements within the meaning ofthe federal securities laws. For a complete discussion of forward-looking statements,see the section in this reportReport entitled “Forward-Looking Statements.” Certain riskfactors may cause actual results, performance or achievements to differ materiallyfrom those expressed or implied by the following discussion. For a discussion of suchrisk factors, see the section in this reportReport entitled “Risk Factors.”
Overview
The Company isWe are 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. The Parent Company has elected to be taxed as a REIT for U.S. federal income tax purposes. AtAs of December 31, 20102013 and 2009,December 31, 2012, the Company owned 363366 and 367381 self-storage facilities, respectively, totaling approximately 23.6 million and 23.724.7 million rentable square feet and 25.5 million rentable square feet, respectively. As of December 31, 2013, we owned facilities in the District of Columbia and the following 20 states: Arizona, California, Colorado, Connecticut, Florida, Georgia, Illinois, Maryland, Massachusetts, Nevada, New Jersey, New Mexico, New York, North Carolina, Ohio, Pennsylvania, Tennessee, Texas, Utah and Virginia. In addition, as of December 31, 2010, the Company2013, we managed 93 properties160 facilities for third parties bringing the total number of properties which itfacilities we owned and/or managed to 456.526. As of December 31, 2013, we managed facilities for third parties in the following 23 states: Alabama, California, Colorado, Connecticut, Florida, Georgia, Illinois, Louisiana, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, New Hampshire, New Jersey, New York, North Carolina, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, and Virginia.
The Company derivesIn addition, as of December 31, 2013, we owned an economic interest in one unconsolidated real estate venture that owned 35 self-storage facilities located in Texas (34) and North Carolina (1), containing an aggregate of approximately 2.4 million rentable square feet.
We derive revenues principally from rents received from its customers who rent unitscubes at itsour 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 have a decentralizedOur approach to the management and operation of our facilities which places an emphasis oncombines centralized marketing, revenue management and other operational support with local market leveloperations teams that provide market-level oversight and control. We believe this approach allows us to respond quickly and effectively to changes in local market conditions, and to maximize revenues by managing rental rates and occupancy levels.
The CompanyWe 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 toWe continue our focus on maximizing 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 hasWe have one reportable segment: we own, operate, develop, manage and acquire self-storage facilities.
Our self-storage facilities are located in major metropolitan and rural areas and have numerous tenantscustomers per facility. No single tenantcustomer represents a significant concentration of our revenues. TheOur facilities in New York, Florida, California, Texas, and IllinoisCalifornia provided approximately 18%17%, 15%, 10% and 7%9%, respectively, of total revenues for the year ended December 31, 2010.2013.
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.Report. Certain of the accounting policies used in the preparation of these consolidated financial statements are particularly important for an understanding of the financial position and results of operations presented in the historical consolidated financial statements included in this report.Report. A summary of significant accounting policies is also provided in the notes to our consolidated financial statements (See Notenote 2 to the consolidated
financial statements). These policies require the application of judgment and assumptions by management and, as a result, are subject to a degree of uncertainty. Due to this uncertainty, actual results could differ materially from estimates calculated and utilized by management.
Basis of Presentation
The accompanying consolidated financial statements include all of the accounts of the Company, and its majority-owned and/or controlled subsidiaries. The portion of these entities not owned by the Company is presented as noncontrolling interests as of and during the periods presented. All significant intercompany accounts and transactions have been eliminated in consolidation.
When the Company obtains an economic interest in an entity, the Company evaluates the entity to determine if the entity is deemed a variable interest entity (“VIE”), and if the Company is deemed to be the primary beneficiary, in accordance with authoritative guidance issued by the Financial Accounting Standards Board (“FASB”) on the consolidation of VIEs. When an entity is not deemed to be a VIE, the Company considers the provisions of additional FASB guidance to determine whether a general partner, or the general partners as a group, controls a limited partnership or similar entity when the limited partners have certain rights. The Company consolidates (i) entities that are VIEs and of which the Company is deemed to be the primary beneficiary and (ii) entities that are non-VIEs which the Company control scontrols 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 4039 years. Expenditures for significant renovations or improvements that extend the useful life of assets are capitalized. Repairs and maintenance costs are expensed as incurred.
When facilities are acquired, the purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed based on estimated fair values. When a portfolio of facilities is acquired, the purchase price is allocated to the individual facilities based upon an income approach or a cash flow analysis using appropriate risk adjusted capitalization rates, which take into account the relative size, age and location of the individual facility along with current and projected occupancy and rental rate levels or appraised values, if available. Allocations to the individual assets and liabilities are based upon comparable market sales information for land, buildings and improvements and estimates of depreciated replacement cost of equipment.
In allocating the purchase price for an acquisition, the Company determines whether the acquisition includes intangible assets or liabilities. The Company allocates a portion of the purchase price to an intangible asset 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 tenantcustomer relationships, because the Company does not have any concentrations of significant tenantscustomers and the average tenantcustomer turnover is fairly frequent.
During 2008, the Company acquired a self storage facility and allocated approximately $1.0 million to the intangible value of the in-place leases. This asset represents the value of in-place leases at the time of acquisition and was fully amortized at December 31, 2009.
On April 28, 2010, the Company acquired 85 management contracts from United Stor-All Management, LLC (“United Stor-All”). The Company accounted for this acquisition as a business combination. The Company recorded the fair value of the assets acquired which includes the intangible value related to the management contracts as other assets, net on the Company’s consolidated balance sheet. The average estimated life of the intangible value of the management contracts is 56 months and the amortization expense that was recognized during 2010 was approximately $0.9 million.
During the year ended December 31, 2010, the Company acquired 12 self-storage facilities located throughout the United States. In connection with these acquisitions, the Company allocated a portion of the purchase price to the intangible value of in-place leases which aggregated $3.7 million. The estimated life of these in-place leases is 12 months and the amortization expense that was recognized during 2010 was approximately $0.7 million.
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’sfacility’s basis is recoverable. If a property’sfacility’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 2010, 2009 and 2008.
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; 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. PropertiesFacilities classified as held for sale are reported at the lesser of carrying value or fair value less estimated costs to sell.
Revenue Recognition
Management has determined that all our leases with tenantscustomers are operating leases. Rental income is recognized in accordance with the terms of the lease agreements or contracts, which generally are month-to-month.
The Company recognizes gains onfrom disposition of propertiesfacilities 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. In accordance with authoritative guidance issued by the FASB 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, i ncludingincluding beginning balances, activity for the period and ending balances for shareholders’ equity,equity/capital, noncontrolling interests and total equity.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 Parent Company elected to be taxed as a real estate investment trust under Sections 856-860 of the Internal Revenue Code beginning with the period from October 21, 2004 (commencement of operations) through December 31, 2004. In management’s opinion, the requirements to maintain these elections are being met. Accordingly, no provision for federal income taxes has been reflected in the consolidated financial statements other than for operations conducted through our taxable REIT subsidiaries.
Earnings and profits, which determine the taxability of distributions to shareholders, differ from net income reported for financial reporting purposes due to differences in cost basis, the estimated useful lives used to compute depreciation, and the allocation of net income and loss for financial versus tax reporting purposes.
The Parent Company is subject to a 4% federal excise tax if sufficient taxable income is not distributed within prescribed time limits. The excise tax equals 4% of the annual amount, if any, by which the sum of (a) 85% of the Parent Company’s ordinary income, and (b) 95% of the Parent Company’s net capital gaingains, and c) 100% of prior year taxable income exceeds cash distributions and certain taxes paid by the Parent Company.
Recent Accounting Pronouncements
TheIn February 2013, the FASB issued authoritative guidance onan amendment to the accounting standard for transfersthe reporting of financial assetsin June 2009, which we adopted on a prospective basis beginning January 1, 2010.amounts reclassified out of accumulated other comprehensive income (“AOCI”). The guidanceamendment requires entities to provide more information regarding salesdisclose for items reclassified out of securitized financial assetsAOCI and similar transactions, particularly ifinto net income in their entirety, the entity has continuing exposureeffect of the reclassification on each affected income statement line item and for AOCI items that are not reclassified in their entirety into net income, a cross reference to the risks related to transferred financial assets. It also eliminates the conceptother required GAAP disclosures. This amendment became effective for fiscal years and interim periods beginning after December 15, 2012. The adoption of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets and requires additional disclosures. The applicationthis guidance in 2013 did not have ana material impact on ourthe Company’s consolidated financial position or results of operations or cash flows.as its impact was limited to disclosure requirements (see note 9).
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 posit ion, 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. The Company considers itsWe consider our same-store portfolio to consist of only those facilities owned and operated on a stabilized basis at the beginning and at the end of the applicable years presented. Same-storeWe consider a facility to be stabilized once it has achieved an occupancy rate that we believe, based on our assessment of market-specific data, is representative of similar self-storage assets in the applicable market for a full year measured as of the most recent January 1 and has not been significantly damaged by natural disaster or undergone significant renovation. We believe that same-store results are 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. At December 31, 2013, we owned 298 same-store facilities and 68 non same-store facilities, of which 37 were 2012 acquisitions, 20 were 2013 acquisitions and 11 were facilities that were not stabilized, either because the facilities had not achieved the requisite occupancy rates or had been damaged by natural disaster or had undergone significant renovation. For analytical presentation, all percentages are calculated using the numbers presented in the financial statements contained in this Report.
The Company’sOur results of operations are affected by the acquisition and disposition activity during the 2010, 2009,2013, 2012, and 20082011 periods as listeddescribed below. At December 31, 2010, 2009,2013, 2012, and 2008, the Company2011, we owned 363, 367,366, 381, and 387370 self-storage facilities and related assets, respectively.
· In 2010, 122013, we acquired 20 self-storage facilities were acquired for approximately $85.1$189.8 million (the “2010“2013 Acquisitions”) and 16we sold 35 self-storage facilities were sold for approximately $38.1$126.4 million (the “2010“2013 Dispositions”).
·In 2012, we acquired 37 self-storage facilities for approximately $432.3 million (the “2012 Acquisitions”) and we sold 26 self-storage facilities for approximately $60.0 million (the “2012 Dispositions”).
· In 2009, 202011, we acquired 27 self-storage facilities were sold for approximately $90.9$467.1 million (the “2009“2011 Acquisitions”) and we sold 19 self-storage facilities for approximately $45.2 million (the “2011 Dispositions”).
·Comparison of the Year Ended December 31, 2013 to the Year Ended December 31, 2012 (dollars in thousands)
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| Eliminations |
| Total Portfolio |
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REVENUES: |
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Rental income |
| $ | 221,015 |
| $ | 207,416 |
| $ | 13,599 |
| 7 | % | $ | 60,235 |
| $ | 28,744 |
| $ | — |
| $ | — |
| $ | 281,250 |
| $ | 236,160 |
| $ | 45,090 |
| 19 | % |
Other property related income |
| 23,780 |
| 20,575 |
| 3,205 |
| 16 | % | 5,993 |
| 3,274 |
| 2,592 |
| 1,972 |
| 32,365 |
| 25,821 |
| 6,544 |
| 25 | % | ||||||||||
Property management fee income |
| — |
| — |
| — |
| — |
| — |
| — |
| 4,780 |
| 4,341 |
| 4,780 |
| 4,341 |
| 439 |
| 10 | % | ||||||||||
Total revenues |
| 244,795 |
| 227,991 |
| 16,804 |
| 7 | % | 66,228 |
| 32,018 |
| 7,372 |
| 6,313 |
| 318,395 |
| 266,322 |
| 52,073 |
| 20 | % | ||||||||||
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OPERATING EXPENSES: |
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Property operating expenses |
| 80,903 |
| 78,045 |
| 2,858 |
| 4 | % | 23,015 |
| 11,599 |
| 14,304 |
| 13,844 |
| 118,222 |
| 103,488 |
| 14,734 |
| 14 | % | ||||||||||
NET OPERATING INCOME: |
| 163,892 |
| 149,946 |
| 13,946 |
| 9 | % | 43,213 |
| 20,419 |
| (6,932 | ) | (7,531 | ) | 200,173 |
| 162,834 |
| 37,339 |
| 23 | % | ||||||||||
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Property count |
| 298 |
| 298 |
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| 68 |
| 48 |
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| 366 |
| 346 |
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Total square footage |
| 19,801 |
| 19,801 |
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| 4,861 |
| 3,365 |
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| 24,662 |
| 23,166 |
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Period End Occupancy (1) |
| 88.9 | % | 85.1 | % |
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| 85.6 | % | 82.4 | % |
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| 88.3 | % | 84.7 | % |
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Period Average Occupancy (2) |
| 88.4 | % | 83.1 | % |
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Realized annual rent per occupied sq ft (3) |
| $ | 12.62 |
| $ | 12.61 |
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Depreciation and amortization |
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| 112,313 |
| 109,830 |
| 2,483 |
| 2 | % | ||||||||||
General and administrative |
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| 29,563 |
| 26,131 |
| 3,432 |
| 13 | % | ||||||||||
Subtotal |
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| 141,876 |
| 135,961 |
| 5,915 |
| 4 | % | ||||||||||
Operating income |
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| 58,297 |
| 26,873 |
| 31,424 |
| 117 | % | ||||||||||
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Other (expense) income: |
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Interest: |
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Interest expense on loans |
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| (40,424 | ) | (40,318 | ) | 106 |
| 0 | % | ||||||||||
Loan procurement amortization expense |
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| (2,058 | ) | (3,279 | ) | 1,221 |
| 37 | % | ||||||||||
Loan procurement amortization expense - early repayment of debt |
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| (414 | ) | — |
| (414 | ) | -100 | % | ||||||||||
Acquisition related costs |
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| (3,849 | ) | (3,086 | ) | (763 | ) | -25 | % | ||||||||||
Equity in losses of real estate ventures |
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| (1,151 | ) | (745 | ) | (406 | ) | -54 | % | ||||||||||
Gain from remeasurement of investment in real estate venture |
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| — |
| 7,023 |
| (7,023 | ) | -100 | % | ||||||||||
Other |
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| 8 |
| 256 |
| (248 | ) | -97 | % | ||||||||||
Total other expense |
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| (47,888 | ) | (40,149 | ) | 7,739 | ) | -19 | % | ||||||||||
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INCOME (LOSS) FROM CONTINUING OPERATIONS |
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| 10,409 |
| (13,276 | ) | 23,685 |
| 178 | % | ||||||||||
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DISCONTINUED OPERATIONS |
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Income from discontinued operations |
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| 4,145 |
| 7,093 |
| (2,948 | ) | -42 | % | ||||||||||
Gain from disposition of discontinued operations |
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| 27,440 |
| 9,811 |
| 17,629 |
| 180 | % | ||||||||||
Total discontinued operations |
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| 31,585 |
| 16,904 |
| 14,681 |
| 87 | % | ||||||||||
NET INCOME |
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| 41,994 |
| 3,628 |
| 38,366 |
| 1057 | % | ||||||||||
NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS |
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Noncontrolling interests in the Operating Partnership |
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| (588 | ) | 107 |
| (695 | ) | -650 | % | ||||||||||
Noncontrolling interests in subsidiaries |
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| 42 |
| (1,918 | ) | 1,960 |
| 102 | % | ||||||||||
NET INCOME ATTRIBUTABLE TO THE COMPANY |
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| $ | 41,448 |
| $ | 1,817 |
| $ | 39,631 |
| 2181 | % | |||||||
Distribution to preferred shareholders |
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| (6,008 | ) | (6,008 | ) | — |
| 0 | % | ||||||||||
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY’S COMMON SHAREHOLDERS |
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| $ | 35,440 |
| $ | (4,191 | ) | $ | 39,631 |
| -946 | % | |||||||
(1) In 2008, one self-storage facility was acquiredRepresents occupancy at December 31 of the respective year.
(2)Represents the weighted average occupancy for approximately $13.3 million (the “2008 Acquisition”) and 23 self-storage facilities were soldthe period.
(3)Realized annual rent per occupied square foot is computed by dividing rental income by the weighted average occupied square feet for approximately $62.0 million (the “2008 Dispositions”).the period.
39Revenues
Rental income increased from $236.2 million in 2012 to $281.3 million in 2013, an increase of $45.1 million, or 19%. This increase is primarily attributable to $31.5 million of additional income from the facilities acquired in 2012 and 2013 and an increase in average occupancy on the same-store portfolio which contributed to the $13.6 million increase in rental income during 2013 as compared to 2012.
Other property related income consists of late fees, administrative charges, tenant insurance commissions, sales of storage supplies and other ancillary revenues. Other property related income increased from $25.8 million in 2012 to $32.4 million in 2013, an increase of $6.6 million, or 25%. This increase is primarily attributable to increased fee revenue and insurance commissions of $6.5 million during the year ended December 31, 2013 as compared to the year ended December 31, 2012, driven by a $3.2 million increase in same-store property related income mainly attributable to increased insurance penetration and higher commission percentages. Additionally, the 2012 and 2013 acquisitions contributed $2.7 million to the increase in other property related income.
Property management fee income increased to $4.8 million in 2013 from $4.3 million during 2012, an increase of $0.5 million, or 10%. This increase is attributable to an increase in management fees related to the third-party management business (160 facilities as of December 31, 2013 compared to 133 facilities as of December 31, 2012).
Operating Expenses
Property operating expenses increased from $103.5 million in 2012 to $118.2 million in 2013, an increase of $14.7 million, or 14%. This increase is primarily attributable to $11.4 million of increased expenses associated with newly acquired facilities in 2013 and 2012. Additionally, property operating expenses on the same-store portfolio increased $2.9 million primarily due to an increase of $1.9 million in property taxes and $1.1 million in payroll related expenses.
General and administrative
General and administrative expenses increased from $26.1 million for the year ending December 31, 2012 to $29.6 million for the year ending December 31, 2013, an increase of $3.5 million, or 13%. The increase in primarily attributable to $1.5 million in additional share based compensation expense and $1.1 million in additional payroll expenses.
Other (expense) income
Interest expense increased from $40.3 million during the year ended December 31, 2012 to $40.4 million during the year ended December 31, 2013, an increase of $0.1 million. The increase is attributable to a lower weighted average interest rate, offset by a higher amount of outstanding debt in 2013. The weighted average effective interest rate of our outstanding debt decreased from 4.31% for the year ended December 31, 2012 to 3.93% for the year ended December 31, 2013 as a result of the repayment of certain secured indebtedness and amendments to our Term Loan Facility and Credit Facility that reduced our borrowing costs.
Loan procurement amortization expense decreased from $3.3 million during 2012 to $2.1 million during 2013, a decrease of $1.2 million, or 37%. This decrease is the result of lower amortization expense on loan procurement costs related to several fixed-rate mortgages that were repaid during 2012 and 2013.
Loan procurement amortization expense — early repayment of debt was $0.4 million for the year ended December 31, 2013 due to the write-off of unamortized deferred financing costs associated with $100 million of our Term Loan Facility. There was no corresponding transaction during the year ended December 31, 2012.
Gain from remeasurement of investment in real estate venture was $7.0 million for the year ended December 31, 2012, with no comparable gains during 2013. In 2012, the Company purchased the remaining 50% ownership in a consolidated joint venture. As a result of the transaction, the Company remeasured its original 50% interest and recorded a gain of approximately $7.0 million, which is reflected in Gain from remeasurement of investment in real estate venture.
Discontinued Operations
Income from discontinued operations decreased from $7.1 million for the year ended December 31, 2012 to $4.1 million for the year ended December 31, 2013. The income during the 2013 period represents the results of operations during the year for the 35 assets sold during 2013 for the period the assets were owned by the Company. Income during the 2012 period represents the results of operations during the year for the 35 assets sold during 2013 and the 26 assets sold during 2012 for the period the assets were owned by the Company. Gains from disposition of discontinued operations increased from $9.8 million during 2012 to $27.4 million during 2013. These gains are determined on a transactional basis and accordingly are not comparable across reporting periods.
Comparison of the Year Ended December 31, 20102012 to the Year Ended December 31, 20092011 (dollars in thousands)
(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.
Revenues
Rental income increased from $194.6$188.2 million in 20092011 to $195.4$236.2 million in 2010,2012, an increase of $0.8 million.$48.0 million, or 25%. This increase is primarily attributable to $42.9 million of additional income from the 2010 acquisitions of approximately $1.6facilities acquired in 2011 and 2012 and a $5.1 million in 2010 with no similar incomethe same-store portfolio. The increase in 2009,the same-store portfolio is primarily related to increased occupancy levels offset by a decrease in the realized annual rent per square foot of 1% related to the same-store property portfolio which resulted in a $0.6 million decrease in same-store rental income.lower asking rents.
Other property related income increased from $16.1$19.0 million in 20092011 to $18.6$25.8 million in 2010,2012, an increase of $2.5$6.8 million, or 16%36%. This increase is primarily attributable to increased fee revenue and insurance commissions related toof $4.2 million on the facilities acquired in 2011 and 2012 and a $2.3 million increase in fee revenue and insurance commissions as a result of higher occupancy on the same-store properties of $1.3 million and an increase in other property related income of $1.4 million related to the 2010 Acquisitions and other non-same store revenue during 2010 as compared to 2009.portfolio.
Property management fee income increased to $2.8$4.3 million in 20102012 from $56,000$3.8 million during 2009,2011, an increase of $2.8 million.$0.5 million, or 15%. This increase is attributable to an increase in management fees related to the third party management business which included 93(133 facilities as of December 31, 20102012 compared to eight103 facilities as of December 31, 2009.2011).
Operating Expenses
Property operating expenses increased from $91.4$87.6 million in 20092011 to $93.7$103.5 million in 2010,2012, an increase of $2.3$15.9 million, or 3%18%. This increase is primarily attributable to $1.3$14.4 million of increased expenses associated with non same-store propertiesnewly acquired facilities and additional$1.8 million of increased costs incurred to supportmanage the growth of the third party management business, offset by a $0.7 million decrease in same-store expenses primarily attributable to a $0.5 million decrease in real estate tax expense in the 2010 as compared to 2009.
Table of Contentstotal portfolio.
Depreciation and amortization decreasedincreased from $69.1$62.0 million in 20092011 to $62.9$109.8 million in 2010, a decrease of $6.2 million, or 9%. This decrease is primarily attributable to depreciation expense recognized in 2009 related to assets that became fully depreciated during 2009, with no similar activity on these fully depreciated assets in 2010.
General and administrative expenses increased from $22.6 million in 2009 to $25.4 million in 2010,2012, an increase of $2.8$47.9 million, or 13%77%. This increase is primarily attributable to costsdepreciation and amortization expense related to additional personnel coststhe 2011 and 2012 acquisitions, including an increase in amortization of lease intangibles of $25.2 million recognized during 2010 to support operational functions of the Company as well as non-recurring contract related costs incurred in conjunction with amendments to employment agreements with members of our senior management.2012 period.
Other Income (Expenses)(expense) income
Interest expense decreasedincreased from $45.3$32.8 million in 20092011 to $37.8$40.3 million in 2010, a decrease2012, an increase of $7.5 million, or 17%23%. Approximately $3.9 million ofThe increase is attributable to higher average outstanding debt during 2012 primarily resulting from debt associated with the reducedStorage Deluxe acquisition and other 2012 acquisitions. This increase was offset by lower interest expense related to $175 millionthe repayment of net mortgage loan repaymentsseveral fixed-rate mortgages during the periodyear. These repayments utilized proceeds from January 1, 2009 through December 31, 2010. Interest expense also decreased by approximately $3.6 million as a resultthe unsecured senior note offering in 2012 and had higher effective rates than the effective interest rate of reduced average outstanding credit facility borrowings and lower interest rates during 2010 as compared to 2009.the senior notes.
Loan procurement amortization expense increased from $2.3was $3.3 million in 2009for the year ended December 31, 2012, compared to $6.5$13.2 million in 2010, an increase of $4.2 million, or 176%. The increasefor the year ended December 31, 2011. This decrease is attributable to the amortization of additional costs incurred in relation to the amendment of the credit facility in 2010, and a full year of amortization of costs related to the creditwrite-off of unamortized loan procurement costs associated with our prior facility and the 17 secured financings entered intowhich was replaced in 2009.its entirety in December of 2011.
Acquisition related costs increased $0.8Gain from remeasurement of investment in real estate venture was $7.0 million during 2010for the year ended December 31, 2012, with no comparable costs in 2009 as a result ofgains during the acquisition of 12 self-storage facilities, in addition to the acquisition of 85 management contracts from United Stor-All, during 2010, compared to no acquisition activity during 2009.
Discontinued Operations
Gains on disposition of discontinued operations decreased from $14.1 million in the 2009 period to $1.8 million in the 2010 period, a decrease of $12.3 million. Gains during 20092011 period. This gain is related to the saleinterest remeasurement from the purchase of the 20 assets sold during 2009, and gains during 2010 related to the 16 assets sold during 2010.
Noncontrolling Interestsremaining 50% ownership in Subsidiaries
Noncontrolling interests in subsidiaries increased to $1.8 million in the 2010 period from $0.7 million in the 2009 period. This increase is primarily a result of a full year of activity related to the operations of aconsolidated 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 shareholders.
Comparison of the Year Ended December 31, 2009 to the Year Ended December 31, 2008 (dollars in thousands)
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| Non Same-Store |
| Other/ |
|
|
|
|
|
|
|
|
| |||||||||||||||||
|
| Same-Store Property Portfolio |
| Properties |
| Eliminations |
| Total Portfolio |
| |||||||||||||||||||||||||||||
|
|
|
|
|
| Increase/ |
| % |
|
|
|
|
|
|
|
|
|
|
|
|
| Increase/ |
|
|
| |||||||||||||
|
| 2009 |
| 2008 |
| (Decrease) |
| Change |
| 2009 |
| 2008 |
| 2009 |
| 2008 |
| 2009 |
| 2008 |
| (Decrease) |
| Change |
| |||||||||||||
REVENUES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Rental income |
| $ |
| 190,343 |
| $ | 198,659 |
| $ | (8,316 | ) | -4 | % | $ |
| 4,247 |
| $ | 3,541 |
| $ | — |
| $ | — |
| $ |
| 194,590 |
| $ | 202,200 |
| $ | (7,610 | ) | -4 | % |
Other property related income |
| 15,362 |
| 14,773 |
| 589 |
| 4 | % | 724 |
| 357 |
| — |
| — |
| 16,086 |
| 15,130 |
| 956 |
| 6 | % | |||||||||||||
Property management fee income |
| — |
| — |
| — |
| — |
| — |
| — |
| 56 |
| — |
| 56 |
| — |
| 56 |
| 100 | % | |||||||||||||
Total revenues |
| 205,705 |
| 213,432 |
| (7,727 | ) | -4 | % | 4,971 |
| 3,898 |
| 56 |
| — |
| 210,732 |
| 217,330 |
| (6,598 | ) | -3 | % | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
OPERATING EXPENSES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Property operating expenses |
| 81,432 |
| 82,486 |
| (1,054 | ) | -1 | % | 2,405 |
| 2,064 |
| 7,543 |
| 7,983 |
| 91,380 |
| 92,533 |
| (1,153 | ) | -1 | % | |||||||||||||
NET OPERATING INCOME: |
| 124,273 |
| 130,946 |
| (6,673 | ) | -5 | % | 2,566 |
| 1,834 |
| (7,487 | ) | (7,983 | ) | 119,352 |
| 124,797 |
| (5,445 | ) | -4 | % | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 69,125 |
| 71,974 |
| (2,849 | ) | -4 | % | |||||||||||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 22,569 |
| 24,964 |
| (2,395 | ) | -10 | % | |||||||||||||
Subtotal |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 91,694 |
| 96,938 |
| (5,244 | ) | -5 | % | |||||||||||||
Operating income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 27,658 |
| 27,859 |
| (201 | ) | -1 | % | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Other Income (Expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Interest: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Interest expense on loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (45,269 | ) | (52,014 | ) | 6,745 |
| -13 | % | |||||||||||||
Loan procurement amortization expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (2,339 | ) | (1,929 | ) | (410 | ) | 21 | % | |||||||||||||
Interest income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 681 |
| 153 |
| 528 |
| 345 | % | |||||||||||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (33 | ) | 94 |
| (127 | ) | -135 | % | |||||||||||||
Total other expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (46,960 | ) | (53,696 | ) | 6,736 |
| -13 | % | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
LOSS FROM CONTINUING OPERATIONS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (19,302 | ) | (25,837 | ) | 6,535 |
| 25 | % | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
DISCONTINUED OPERATIONS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Income from discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4,831 |
| 9,219 |
| (4,388 | ) | -48 | % | |||||||||||||
Net gain on disposition of discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 14,139 |
| 19,720 |
| (5,581 | ) | -28 | % | |||||||||||||
Total discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 18,970 |
| 28,939 |
| (9,969 | ) | -34 | % | |||||||||||||
NET INCOME (LOSS) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (332 | ) | 3,102 |
| (3,434 | ) | -111 | % | |||||||||||||
NET LOSS (INCOME) ATTRIBUTABLE TO NONCONTROLLING INTERESTS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Noncontrolling interests in the Operating Partnership |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 60 |
| (310 | ) | 370 |
| 119 | % | |||||||||||||
Noncontrolling interests in subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (665 | ) | — |
| (665 | ) | -100 | % | |||||||||||||
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | (937 | ) | $ | 2,792 |
| $ | (3,729 | ) | -134 | % | ||||||||||
Revenues
Rental income decreased from $202.2 million in 2008 to $194.6 million in 2009, a decrease of $7.6 million, or 4%. This decrease is primarily attributable to a decrease of rental income from the same-store properties of $8.3 million due to decreased realized rent per occupied square foot of 4.9% during 2009 as compared to 2008, offset by an increase in rental income of $0.7 million from non same-store properties.
Other property related income increased from $15.1 million in 2008 to $16.1 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.
Property management fee income increased to $56,000 during 2009 with no comparable income during 2008. This increase is attributable to an increase in management fees related to the third party management business, which began in 2009 and included eight facilities as of December 31, 2009.
Operating Expenses
Property operating expenses decreased from $92.5 million in 2008 to $91.4 million in 2009, a decrease of $1.1 million, or 1%. $1.1 million of the decrease is attributable to a same-store expense decline primarily related to a $0.4 million decrease in repairs and maintenance expense and a $0.4 million decrease in utility expenses.
Depreciation and amortization expense decreased from $72.0 million in 2008 to $69.1 million in 2009, a decrease of $2.9 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 additional depreciation expense during 2009 of $3.9 million as compared to 2008 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 $2.1 million in severance related costs incurred during 2008 that the Company did not incur during 2009.
Other Income (Expenses)
Interest expense decreased from $52.0 million in 2008 to $45.3 million in 2009, a decrease of $6.7 million, or 13%. The decrease is attributable to lower interest rates on borrowings under the Company’s bank term loan and credit facility as well as lower outstanding borrowings on the credit facility during 2009 as compared to 2008.
Loan procurement amortization expense increased from $1.9 million in 2008 to $2.3 million in 2009, an increase of $0.4 million, or 21%. The increase is attributable to additional costs incurred in relation to the company’s new credit facility and 17 secured financings entered into in 2009.
Interest income increased to $0.7 million in 2009 from $0.2 million in 2008. This increase is primarily attributable to interest income earned on proceeds from the secondary offering completed in August 2009.2012.
Discontinued Operations
Gains onfrom disposition of discontinued operations decreasedincreased from $19.7$3.9 million in 2008the 2011 period to $14.1$9.8 million in 2009, a decreasethe 2012 period, an increase of $5.6$5.9 million, as a result ofor 151%. Gains during 2011 related to the sale of 2319 assets, while gains during 2012 related to the 2008 period as compared to 20 asset sales during the 2009 period.sale of 26 assets.
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 expense, lease abandonment charge, and general and administrative expense;expense, and deducting from net income: income from discontinued operations, gains on disposition of discontinued operations, other income, gains from remeasurement of investments in real estate venture 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 real estate and related impairment charges, plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures.
Management uses FFO as a key performance indicator in evaluating the operations of our facilities. Given the nature of our business as a real estate owner and operator, we consider FFO a key measure of our operating performance that is not specifically defined by accounting principles generally accepted in the United States. We believe that FFO is useful to management and investors as a starting point in measuring our operational performance because FFO excludes various items included in net income that do not relate to or are not indicative of our operating performance such as gains (or losses) from sales of real estate, gains on remeasurement of investments in real estate ventures, impairments of depreciable assets, and depreciation, which can make periodic and peer analyses of operating performance more difficult. Our computation of FFO may not be comparable to FFO reported by other REITs or real estate companies.
FFO should not be considered as an alternative to net income (determined in accordance with GAAP) as an indication of our performance. FFO does not represent cash generated from operating activities determined in accordance with GAAP and is not a measure of liquidity or an indicator of our ability to make cash distributions. We believe that to further understand our performance, FFO should be compared with our reported net income and considered in addition to cash flows computed in accordance with GAAP, as presented in our Consolidated Financial Statements.
FFO, as adjusted
FFO, as adjusted represents FFO as defined above, excluding the effects of acquisition related costs, gains or losses from early extinguishment of debt, and non-recurring items, which we believe are not indicative of the Company’s operating results. We present FFO, as adjusted because we believe it is a helpful measure in understanding our results of operations insofar as we believe that the items noted above that are included in FFO, but excluded from FFO, as adjusted are not indicative of our ongoing operating results. We also believe that the analyst community considers our FFO, as adjusted (or similar measures using different terminology) when evaluating us. Because other REITs or real estate companies may not compute FFO, as adjusted in the same manner as we do, and may use different terminology, our computation of FFO, as adjusted may not be comparable to FFO, as adjusted reported by other REITs or real estate companies.
The following table presents a reconciliation of net income (loss) to FFO and FFO, as adjusted, for the years ended December 31, 2013 and 2012 (in thousands):
For the Year Ended December 31, | |||||||
|
| 2013 |
| 2012 |
| ||
|
|
|
|
|
| ||
Net income (loss) attributable to the Company’s common shareholders |
| $ | 35,440 |
| $ | (4,191 | ) |
|
|
|
|
|
| ||
Add (deduct): |
|
|
|
|
| ||
Real estate depreciation and amortization: |
|
|
|
|
| ||
Real property - continuing operations |
| 110,157 |
| 108,405 |
| ||
Real property - discontinued operations |
| 2,703 |
| 5,548 |
| ||
Company’s share of unconsolidated real estate ventures |
| 1,080 |
| 1,540 |
| ||
Noncontrolling interest’s share of consolidated real estate ventures |
| — |
| (1,049 | ) | ||
Gains from sale of real estate |
| (27,440 | ) | (9,811 | ) | ||
Gain from remeasurement of investment in real estate venture |
| — |
| (7,023 | ) | ||
Noncontrolling interests in the Operating Partnership |
| 588 |
| (107 | ) | ||
|
|
|
|
|
| ||
FFO |
| $ | 122,528 |
| $ | 93,312 |
|
|
|
|
|
|
| ||
Add: |
|
|
|
|
| ||
Loan procurement amortization expense - early repayment of debt |
| 414 |
| — |
| ||
Acquisition related costs (1) |
| 4,170 |
| 3,086 |
| ||
|
|
|
|
|
| ||
FFO, as adjusted |
| $ | 127,112 |
| $ | 96,398 |
|
|
|
|
|
|
| ||
Weighted-average diluted shares and units outstanding |
| 140,051 |
| 131,021 |
|
(1) Acquisition related costs for the year ended December 31, 2013 include $0.3 million of acquisition related costs that are included in the Company’s share of equity in losses of real estate ventures.
Cash Flows
Comparison of the Year Ended December 31, 20102013 to the Year Ended December 31, 20092012
A comparison of cash flow related to operating, investing and financing activities for the years ended December 31, 20102013 and 20092012 is as follows:
|
| Year Ended December 31, |
|
|
|
| Year Ended December 31, |
|
|
| ||||||||||
Net cash flow provided by (used in): |
| 2010 |
| 2009 |
| Change |
| |||||||||||||
Net cash provided by (used in): |
| 2013 |
| 2012 |
| Change |
| |||||||||||||
|
| (in thousands) |
|
|
|
| (in thousands) |
|
|
| ||||||||||
Operating activities |
| $ | 71,517 |
| $ | 62,214 |
| $ | 9,303 |
|
| $ | 142,862 |
| $ | 118,428 |
| $ | 24,434 |
|
Investing activities |
| $ | (44,783 | ) | $ | 98,852 |
| $ | (143,635 | ) |
| $ | (282,924 | ) | $ | (271,936 | ) | $ | (10,988 | ) |
Financing activities |
| $ | (123,611 | ) | $ | (62,042 | ) | $ | (61,569 | ) |
| $ | 138,743 |
| $ | 148,934 |
| $ | (10,191 | ) |
Cash flows provided by operating activities for the yearyears ended December 31, 20102013 and 20092012 were $71.5$142.9 million and $62.2$118.4 million, respectively, an increase of $9.3$24.5 million. The increaseOur increased cash flow from operating activities is primarily relatesattributable to timing differences associated with a $3.2 million increaseour 2012 and 2013 acquisitions and increased net operating income levels on the same-store portfolio in accounts payable and accrued expense activity and a $3.9 million decrease in restricted cash activity during 2010the 2013 period as compared to 2009the 2012 period.
Cash used in investing activities was $282.9 million in 2013 and increased NOI levels$271.9 million in 2012. Cash used in 2013 relates to the acquisition of 20 facilities in 2013 for an aggregate purchase price of $189.8 million, net of $8.9 million of assumed debt. Cash used to fund these 2013 acquisitions was offset by $123.8 million in net cash proceeds from the disposition of 35 facilities during 2010 asthe year. Cash used in investing activities in 2013 also reflects our $157.5 million investment in the HHF joint venture, with no similar transaction in 2012. Cash used in investing activities in 2012 relates to our acquisition of 28 facilities in 2012 for an aggregate purchase price of $330.3 million, net of $107.0 million of assumed debt and to our acquisition of nine facilities through our purchase of the equity interest of our partner in the HSREV real estate venture. Cash used to fund these acquisitions was offset by $52.6 million in net cash proceeds from our disposition of 26 facilities during the year. This decrease in net investment activity from 2012 to 2013 was offset by cash used for development activities of $54.0 million in 2013, compared to 2009.$4.2 million used for development activities in 2012.
Cash provided by (used in) investingfinancing activities decreased from $98.9to $138.7 million in 2009 to ($44.8)2013 from $148.9 million in 2010,2012, a decrease of $143.6$10.2 million. The decrease primarily relates to decreased property dispositionsProceeds from the revolving portion of the Credit Facility and unsecured term loans were $636.2 million in 2010 (aggregate proceeds of $37.3 million related to 16 facilities)2013 compared to 2009 (aggregate$503.0 million during 2012. This increase in cash proceeds of $68.3 million related to 20 facilities), net proceeds received from the formation of YSI HART Limited Partnership in August 2009 of approximately $48.7 million, with no similar transactions during 2010, as well as higher acquisition activity in 2010 (12 facilities for an aggregate cost of $84.7 million) relative to no acquisitions during 2009. The decrease was offset by principal payments on the revolving portion of the Credit Facility, unsecured term loans and mortgages that totaled $779.1 million in 2013 compared to $594.3 million in 2012, (with the 2013 payments including a $100 million repayment of notes receivablea term loan scheduled to mature in 2014. We also received proceeds of $20.1 million during 2010.
Cash used in financing activities increased from $62.0 million in 2009 to $123.6 million in 2010, an increase of $61.6 million. The increase primarily relates to higher common share issuance activity in 2009 compared to 2010 (proceeds of $170.9$247.5 million and $47.6$249.6 million respectively),from our issuance of unsecured senior notes in 2013 and increased distributions paid to shareholders, and non-controlling interests of $5.9 million during 2010 as compared to 2009 due to additional outstanding shares during 2010, offset by decreased net debt repayments of $54.8 million and loan procurement costs of $12.6 million in 2010 as compared to 2009.2012, respectively.
Comparison of the Year Ended December 31, 20092012 to the Year Ended December 31, 20082011
A comparison of cash flow related to operating, investing and financing activities for the years ended December 31, 20092012 and 20082011 is as follows:
|
| Year Ended December 31, |
|
|
|
| Year Ended December 31, |
|
|
| ||||||||||
Net cash flow provided by (used in): |
| 2009 |
| 2008 |
| Change |
| |||||||||||||
Net cash provided by (used in): |
| 2012 |
| 2011 |
| Change |
| |||||||||||||
|
| (in thousands) |
|
|
|
| (in thousands) |
|
|
| ||||||||||
Operating activities |
| $ | 62,214 |
| $ | 67,012 |
| $ | (4,798 | ) |
| $ | 118,428 |
| $ | 84,327 |
| $ | 34,101 |
|
Investing activities |
| $ | 98,852 |
| $ | 27,177 |
| $ | 71,675 |
|
| $ | (271,936 | ) | $ | (442,100 | ) | $ | 170,164 |
|
Financing activities |
| $ | (62,042 | ) | $ | (94,962 | ) | $ | 32,920 |
|
| $ | 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 2011 and 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 facilities purchased during the year with a purchase price totaling $330.3 million, net of $107.0 million of assumed debt and nine facilities 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 facilities during the year. Cash used in 2011 relates to the acquisition of 27 facilities purchased during the year with a purchase price totaling $467.1 million (which includes 16 Storage Deluxe facilities 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 the revolving portion of our Credit Facility and unsecured term loans were $503.0 million in 2012 compared to $656.7 million during 2011, and principal payments on the revolving portion of our 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 issuance of unsecured senior notes of $249.6 million.
Cash flows provided by operating activities for the year ended December 31, 2009 and 2008 were $62.2 million and $67.0 million, respectively, a decrease of $4.8 million. The decrease primarily relates to reduced levels of net operating income in 2009 as compared to 2008 and a $1.0 million decrease in other assets during 2009 as compared to 2008 as a result of the timing of certain payments, offset by a $2.4 million reduction in general and administrative expenses during 2009 as compared to 2008.
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 2009 as compared to 2008; net proceeds received from the closing of the a joint venture in August 2009 of approximately $48.7 million with no similar transactions during 2008; as well as higher acquisition activity in 2008 (one facility for a purchase price of $13.3 million) relative to 2009 (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 2009 as compared to 2008, an increase of $16.1 million in loan procurement costs related to the origination of 17 new secured financings during 2009; and the new secured term loan in December 2009; offset by proceeds of approximately $170.9 million from the issuance of common shares in 2009, and distributions paid to shareholders and unit holders at $0.72 per share in 2008 as compared to similar distributions paid at $0.10 per share during 2009.
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 and fees earned from managing facilities. Therefore, our ability to generate cash from operations is dependent on the rents that we are able to charge and collect from our customers. We believe that the facilities in which we invest —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.long term.
Our short-term liquidity needs consist primarily of funds necessary to pay operating expenses associated with our facilities, refinancing of certain mortgage indebtedness, interest expense and scheduled principal payments on debt, expected distributions to limited partners and shareholders, capital expenditures and recurring capital expenditures.the development of new facilities. These funding requirements will vary from year to year, in some cases significantly. WeIn the 2014 fiscal year, we expect recurring capital expenditures in the 2011 fiscal year to be approximately $7 million to $9$11 million and costs associated with the development of new facilities to be approximately $37 million to $41 million. In addition, ourOur currently scheduled principal payments on debt, including borrowings outstanding on the credit facilityCredit Facility and unsecured term loan,Term Loan Facility, are approximately $8.9$5.2 million in 2011.2014.
Our most restrictive debtfinancial covenants limit the amount of additional leverage we can add; however, we believe cash flow from operations, access to equity financing, including through our “at the market” equity program, and access toavailable borrowings under our credit facilityCredit Facility are adequate to executeallow for the execution of our current business plan and remain in compliance with our debt covenants.
Our liquidity needs beyond 20112014 consist primarily of contractual obligations which include repayments of indebtedness at maturity, as well as potential discretionary expenditures such as (i) non-recurring capital expenditures; (ii) redevelopment of operating facilities; (iii) acquisitions of additional facilities; and (iv) development of new facilities. We will have to satisfy the portion of our needs not covered by cash flow from operations through either additional borrowings, including borrowings under our revolving credit facility,Credit Facility, sales of common or preferred shares of the Parent Company and common or preferred units of the Operating Partnership and/or cash generated through facility dispositions and joint venture transactions.
Notwithstanding the discussion above, weWe 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, 2010,2013, we had approximately $5.9$3.2 million in available cash and cash equivalents. In addition, we had approximately $207.0$261.2 million of availability for borrowings under our revolving credit facility.Credit Facility.
Unsecured Senior Notes
On December 17, 2013, the Operating Partnership issued $250 million in aggregate principal amount of unsecured senior notes due December 15, 2023 (the “2023 Senior Notes”) which bear interest at a rate of 4.375%. On June 26, 2012, the Operating Partnership issued $250 million in aggregate principal amount of unsecured senior notes due July 15, 2022 (the “2022 Senior Notes”) which bear interest at a rate of 4.80%. The 2023 Senior Notes along with the 2022 Senior Notes are collectively referred to as the “Senior Notes.” 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 more than 1.5:1 after giving effect to the incurrence of the debt. The indenture also restricts the ability of the Operating Partnership and its subsidiaries to incur secured debt unless the Operating Partnership and its consolidated subsidiaries comply with a secured debt leverage ratio not to exceed 40% after giving effect to the incurrence of the debt. The indenture also contains other financial and customary covenants, including a covenant not to own unencumbered assets with a value less than 150% of the unsecured indebtedness of the Operating Partnership and its consolidated subsidiaries. The Operating Partnership is currently in compliance with all of the financial covenants under the Senior Notes.
Bank Credit Facilities
On December 8, 2009,June 20, 2011, we entered into a three-year, $450 million senior secured credit facility (the “2009 Credit Facility”), consisting of a $200 million securedan unsecured term loan and a $250 million secured revolving credit facility. The 2009 Credit Facility was collateralized by mortgages on “borrowing base properties” (as defined in the 2009 Credit Facility agreement). The 2009 Credit Facility replaced the prior, three-year $450 million unsecured credit facilityagreement (the “2006 Credit“Term Loan Facility”), which was entered into in November 2006, and consisted of a $200$100 million unsecured term loan with a five-year maturity (“Term Loan A”) and $250a $100 million in unsecured revolving loans. All borrowings under the 2006 Credit Facility were repaid in December 2009.
On September 29, 2010, we amended the 2009 Credit Facility. The amended credit facility (the “Credit Facility”) consists of a $200 million unsecured term loan andwith a $250 million unsecured revolving credit facility. The Credit Facility has a three-year term expiring on December 7, 2013, is unsecured, and borrowings on the facility incur interest based on a borrowing spread based on the our leverage levels plus LIBOR.seven-year maturity (“Term Loan B”). We incurred $2.5costs of $2.1 million of costs in connection with executing this amendment which wasthe agreement and capitalized and is includedsuch costs as a component of loan procurement costs, net of amortization on the our consolidated balance sheet.
On December 9, 2011, we entered into a credit facility (the “Credit Facility”) comprised of a $100 million unsecured term loan maturing in December 2014 (“Term Loan C”); a $200 million unsecured term loan maturing in March 2017 (“Term Loan D”); and a $300 million unsecured revolving facility maturing in December 2015 (“Revolver”). We incurred costs of $3.4 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.
On June 18, 2013, we amended both the Term Loan Facility and Credit Facility. With respect to the Term Loan Facility, among other things, the amendment extended the maturity and decreased the pricing of Term Loan A, while Term Loan B remained unchanged by the amendment. Pricing on the Term Loan Facility depends on our unsecured debt credit ratings. At our current Baa3/BBB- level, amounts drawn under Term Loan A are priced at 1.50% over LIBOR, with no LIBOR floor, while amounts drawn under Term Loan B are priced at 2.00% over LIBOR, with no LIBOR floor.
|
|
|
| Term Loan Facility |
| Term Loan Facility |
| ||||
|
| Amount |
| Maturity Date |
| LIBOR Spread |
| Maturity Date |
| LIBOR Spread |
|
Term Loan A |
| $100 million |
| June 2016 |
| 1.85 | % | June 2018 |
| 1.50 | % |
Term Loan B |
| $100 million |
| June 2018 |
| 2.00 | % | June 2018 |
| 2.00 | % |
With respect to the Credit Facility, among other things, the amendment extended the maturities of the Revolver and Term Loan D and decreased the pricing of the Revolver, Term Loan C and Term Loan D. Pricing on the Credit Facility depends on our unsecured debt credit ratings. At our current Baa3/BBB- level, amounts drawn under the Revolver are priced at 1.60% over LIBOR, inclusive of a facility fee of 0.30%, with no LIBOR floor, while amounts drawn under Term Loan C and Term Loan D are priced at 1.50% over LIBOR, with no LIBOR floor.
|
|
|
| Credit Facility |
| Credit Facility |
| ||||
|
| Amount |
| Maturity Date |
| LIBOR Spread |
| Maturity Date |
| LIBOR Spread |
|
Revolver |
| $300 million |
| December 2015 |
| 1.80 | % | June 2017 |
| 1.60 | % |
Term Loan C (1) |
| $100 million |
| December 2014 |
| 1.75 | % | December 2014 |
| 1.50 | % |
Term Loan D |
| $200 million |
| March 2017 |
| 1.75 | % | January 2019 |
| 1.50 | % |
(1)On December 17, 2013, the Company repaid the $100 million balance under Term Loan C that was scheduled to mature in December 2014.
We incurred costs of $2.1 million in connection with amending the agreements and capitalized such costs as a component of loan procurement costs, net of amortization on the consolidated balance sheet. Unamortized costs, along with costs incurred in connection with the amendments, are amortized as an adjustment to interest expense over the remaining term of the modified facilities. In connection with the repayment of Term Loan C, we recognized loan procurement amortization expense — early repayment of debt of $0.4 million related to the write-off of unamortized loan procurement costs associated with the term loan.
As of December 31, 2010, $200.02013, $200 million of unsecured term loan borrowings and $43.0were outstanding under the Term Loan Facility, $200 million of unsecured term loan borrowings were outstanding under the Credit Facility, $38.6 million of unsecured revolving credit facility borrowings were outstanding under the Credit Facility. AvailabilityFacility, and $261.2 million was available for borrowing on the unsecured revolving portion of the Credit Facility. The available balance under the unsecured revolving portion of the Credit Facility is reduced by an outstanding letter of credit facility was $207.0of $0.2 million. In connection with a portion of the unsecured borrowings, we maintained interest rate swaps as of December 31, 2013 that fixed 30-day LIBOR (see note 10). As of December 31, 2010,2013, borrowings under the Credit Facility and Term Loan Facility, as amended and after giving effect to the interest rate swaps, had aan effective weighted average interest rate of 3.8%3.22%.
The Term Loan Facility and the term loans under our Credit Facility were fully drawn at December 31, 2013 and no further borrowings may be made under the term loans. Our ability to borrow under the amended creditrevolving facility is subject to our ongoing compliance with the followingcertain 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,In addition, under the Credit Facility and Term Loan Facility, we are restricted from paying distributions on ourthe Parent Company’s common shares that would exceed an amount equal toin excess of 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.
The indenture under which we have issued unsecured senior notes contains financial covenants which include:
· Maximum total indebtedness to total asset value of 60.0% at any time;
· Maximum total secured indebtedness to total asset value of 40.0% at any time; and
· Minimum fixed charge coverage ratio of 1.50:1.00.
We are currently in compliance with all of our financial covenants and we anticipate beingremaining in compliance with all of our covenantsfinancial covenants.
At The Market Equity Program
Pursuant to our previous sales agreement with Cantor Fitzgerald & Co. (the “Previous Sales Agent”), dated April 3, 2009, as amended on January 26, 2011 and September 16, 2011 (as amended, the “Previous Sales Agreement”), we had a program to enable us to sell up to 20 million common shares in “at the market” offerings. On May 7, 2013, we terminated the Previous Sales Agreement with the Previous Sales Agent and entered into separate Equity Distribution Agreements (the “Equity Distribution Agreements”) with each of Wells Fargo Securities LLC; BMO Capital Markets Corp.; Jefferies LLC; Merrill Lynch, Pierce, Fenner & Smith Incorporated; and RBC Capital Markets, LLC (collectively, the “Sales Agents”). Pursuant to the Equity Distribution Agreements, we may sell, from time to time, up to 12 million common shares of beneficial interest through the termSales Agents.
During 2013, we sold a total of 5.7 million common shares under the Credit Facility.agreements at an average sales price of $17.92 per share, resulting in gross proceeds of $102.1 million under the program. We incurred $1.8 million of offering costs in conjunction with the 2013 sales. We used proceeds from the sales conducted during the year ended December 31, 2013 to fund acquisitions of storage facilities and for general corporate purposes. As of December 31, 2013, 6.4 million common shares remained available for issuance under the Equity Distribution Agreements.
Other Material Changes in Financial Position
|
| December 31, |
| Increase |
| |||||
|
| 2010 |
| 2009 |
| (decrease) |
| |||
|
| (in thousands) |
| |||||||
Selected Assets |
|
|
|
|
|
|
| |||
Storage facilities, net |
| $ | 1,428,491 |
| $ | 1,430,533 |
| $ | (2,042 | ) |
Cash and cash equivalents |
| $ | 5,891 |
| $ | 102,768 |
| $ | (96,877 | ) |
Notes receivable, net |
| $ | — |
| $ | 20,112 |
| $ | (20,112 | ) |
|
|
|
|
|
|
|
| |||
Selected Liabilities |
|
|
|
|
|
|
| |||
Revolving credit facility |
| $ | 43,000 |
| $ | — |
| $ | 43,000 |
|
Unecured term loan |
| $ | 200,000 |
| $ | — |
| $ | 200,000 |
|
Secured term loan |
| $ | — |
| $ | 200,000 |
| $ | (200,000 | ) |
Mortgage loans and notes payable |
| $ | 372,457 |
| $ | 569,026 |
| $ | (196,569 | ) |
|
| December 31, |
| Increase |
| |||||
|
| 2013 |
| 2012 |
| (decrease) |
| |||
|
|
|
| (in thousands) |
|
|
| |||
Selected Assets |
|
|
|
|
|
|
| |||
Storage facilities, net |
| $ | 2,155,170 |
| $ | 2,089,707 |
| $ | 65,463 |
|
Investment in real estate ventures, at equity |
| $ | 156,310 |
| $ | — |
| $ | 156,310 |
|
|
|
|
|
|
|
|
| |||
Selected Liabilities |
|
|
|
|
|
|
| |||
Unsecured senior notes |
| $ | 500,000 |
| $ | 250,000 |
| $ | 250,000 |
|
Unsecured term loans |
| $ | 400,000 |
| $ | 500,000 |
| $ | (100,000 | ) |
Mortgage loans and notes payable |
| $ | 200,218 |
| $ | 228,759 |
| $ | (28,541 | ) |
Storage facilities, net decreased $2.0increased $65.5 million during 2010 primarily as a result of $64.4 million of depreciation expense recognized during 2010 and $37.4 million related to the disposition of 16 facilities during 2010, offset by the acquisition of 1220 facilities, for $84.7 million and fixed asset additions. Cashadditions and cash equivalents decreased $96.9development during the year. Investment in real estate ventures, at equity increased by $156.3 million primarilyon account of our formation of the HHF joint venture in December 2013.
Unsecured senior notes increased $250 million due to funding the 2010 acquisitions and the repaymentissuance of several mortgages$250 million in aggregate principal amount of unsecured senior notes due December 15, 2023 during 2010, offset2013. Unsecured term loan borrowings decreased by proceeds from the 2010 dispositions. Notes receivable, net consisted of multiple promissory notes received in conjunction with storage facility dispositions and were fully repaid during 2010.
Our revolving credit facility increased $43.0$100 million as a result of borrowings related to payments for the 2010 acquisitions and the repayment of multiple mortgages in 2010. The unsecured term loan increased $200$100 million and the secured term loan balance decreased $200 million due to the amendment of the Credit Facility in September 2010.outstanding indebtedness under Term Loan C. Mortgage loans and notes payable decreased $196.6$28.5 million due to scheduled principal payments and the repayment of several mortgages during the year.
Contractual Obligations
The following table summarizes our known contractual obligations as of December 31, 20102013 (in thousands):
|
| Payments Due by Period |
| |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2019 and |
| |||||||
|
| Total |
| 2014 |
| 2015 |
| 2016 |
| 2017 |
| 2018 |
| thereafter |
| |||||||
Mortgage loans and notes payable (a) |
| $ | 196,544 |
| $ | 5,214 |
| $ | 95,397 |
| $ | 21,342 |
| $ | 1,915 |
| $ | 2,026 |
| $ | 70,650 |
|
Revolving credit facility and unsecured term loans |
| 438,600 |
|
|
|
|
|
|
| 38,600 |
| 200,000 |
| 200,000 |
| |||||||
Unsecured senior notes |
| 500,000 |
|
|
|
|
|
|
|
|
|
|
| 500,000 |
| |||||||
Interest payments |
| 311,263 |
| 48,198 |
| 46,441 |
| 41,108 |
| 37,482 |
| 33,236 |
| 104,798 |
| |||||||
Ground leases |
| 71,401 |
| 1,329 |
| 1,336 |
| 1,329 |
| 1,329 |
| 1,242 |
| 64,836 |
| |||||||
Related party office leases |
| 499 |
| 499 |
|
|
|
|
|
|
|
|
|
|
| |||||||
Software and service contracts |
| 1,111 |
| 1,111 |
|
|
|
|
|
|
|
|
|
|
| |||||||
Construction commitments |
| 54,251 |
| 39,756 |
| 14,495 |
|
|
|
|
|
|
|
|
| |||||||
|
| $ | 1,573,669 |
| $ | 96,107 |
| $ | 157,669 |
| $ | 63,779 |
| $ | 79,326 |
| $ | 236,504 |
| $ | 940,284 |
|
(a) Amounts do not include unamortized discounts/premiums.
(b) Interest on variable rate debt calculated using LIBOR as of December 31, 2010, plus a spread of 3.50%.
We expect that theto satisfy contractual obligations owed in 2011 will be satisfied by2014 through a combination of cash generated from operations and from draws on the revolving credit facility.portion of our 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’sOur 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 of derivative financial instruments such as interest rate swaps or caps to mitigate our interest rate risk on a related financial instrument or to effectively lock the interest rate on a portion of our variable rate debt. The analysis below presents the sensitivity of the market value of our financial instruments to selected changes in market interest rates. The range of changes chosen reflects our view of changes which are reasonably possible over a one-year period. Market values are the present value of projected future cash flows based on the market interest rates chosen.
Our financial instruments consist of both fixed and variable rate debt. As of December 31, 2010,2013 our consolidated debt consisted of $372.5$1,100.2 million inof outstanding mortgages, unsecured senior notes and unsecured term loans that are subject to fixed rate loans payable, $200.0 million in arates, including variable rate unsecured term loan and $43.0debt that is effectively fixed through our use of interest rate swaps. There was also $38.6 million in the unsecured revolvingof outstanding credit facility. All financial instruments were entered into for other than trading purposes and the net market value of these financial instruments is referredfacility 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 interest 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 $2.4$0.4 million a year. If market interest 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 $2.4$0.4 million a year.
If market interest rates of interest increase by 1%,100 basis points, the fair value of our outstanding fixed-rate mortgage debt and unsecured term loans would decrease by approximately $9.3$60.1 million. If market interest rates of interest decrease by 1%,100 basis points, the fair value of our outstanding fixed-rate mortgage debt and unsecured term loans would increase by approximately $9.7$64.7 million.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial statements required by this item appear with an Index to Financial Statements and Schedules, starting on page F-1 of this report.Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL 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, weReport, the 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 CEO and the CFO have concluded that our disclosure controls and procedures are effective.
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 designed at a reasonable assurance level and are effective to provide reasonable assurance that information required to be disclosed by usthe Parent Company in reports that we fileit files or submitsubmits 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 ourthe Parent Company’s management, including our CEOits chief executive officer and CFO,chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There has been no change in ourthe Parent Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during its most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
Management’s report on internal control over financial reporting of the Parent Company is set forth on page F-2 of this Report, and is incorporated herein by reference. The effectiveness of the Parent Company’s internal control over financial reporting as of December 31, 2013 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in its report which is included herein.
Controls and Procedures (Operating Partnership)
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Report, the Operating Partnership carried out an evaluation, under the supervision and with the participation of its management, including the Operating Partnership’s chief executive officer and chief financial officer, of the effectiveness of the design and operation of the Operating Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) under the Exchange Act).
Based on that evaluation, the Operating Partnership’s chief executive officer and chief financial officer have concluded that the Operating Partnership’s disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information required to be disclosed by the Operating Partnership in reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to the Operating Partnership’s management, including the Operating Partnership’s chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There has been no change in the Operating Partnership’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, ourthe Operating Partnership’s internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
Management’s report on internal control over financial reporting of the Operating Partnership is set forth on page F-2F-3 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, 2013 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 Parent Company’s Proxy Statement for the Annual Shareholders Meeting to be held in 20112014 (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 MANAGEMENTAND RELATED SHAREHOLDER MATTERS
The following table sets forth certain information regarding our equity compensation plans as of December 31, 2010.2013.
Plan Category |
| Number of securities to |
| Weighted-average |
| Number of securities remaining |
|
| Number of securities to |
| Weighted-average |
| Number of securities remaining |
| ||
|
| (a) |
| (b) |
| (c) |
|
| (a) |
| (b) |
| (c) |
| ||
Equity compensation plans approved by shareholders |
| 5,013,760 | (1) | $ | 10.38 | (2) | 4,902,492 |
|
| 4,904,613 | (1) | $ | 10.99 | (2) | 2,704,442 |
|
Equity compensation plans not approved by shareholders |
| — |
| — |
| — |
|
| — |
| — |
| — |
| ||
Total |
| 5,013,760 |
| $ | 10.38 |
| 4,902,492 |
|
| 4,904,613 |
| $ | 10.99 |
| 2,704,442 |
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(1) Excludes 671,8221,107,905 shares subject to outstanding restricted share unit awards.
(2) This number reflects the weighted-average exercise price of outstanding options and has been calculated exclusive of outstanding restricted unit awards.
The information regarding security ownership of certain beneficial owners and management required by this item is hereby incorporated by reference to the material appearing in the Parent Company’s Proxy Statement under the caption “Security Ownership of Management” and “Security Ownership of Beneficial Owners.”
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND TRUSTEE INDEPENDENCE
The information required by this item is hereby incorporated by reference to the material appearing in the Parent Company’s Proxy Statement under the captions “Corporate Governance- Independence of Trustees,” “Policies and Procedures Regarding Review, Approval or Ratification of Transactions With Related Persons,” and “Transactions With Related Persons.”
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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| Third Amended and Restated Bylaws of CubeSmart, effective September 14, 2012, incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on September 16, 2012. | |
3.5* | Certificate of Limited Partnership of U-Store-It, L.P., incorporated by reference to Exhibit 3.1 to CubeSmart, L.P.’s Registration Statement on Form 10, filed on July 15, 2012. | |
3.6* | 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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4.2* | Form of Certificate for CubeSmart’s 7.75% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, incorporated by reference to Exhibit 4.1 to CubeSmart’s Form 8-A, filed on October 31, 2011. | |
4.3* | Indenture, dated as of September 16, 2011, among CubeSmart, L.P., CubeSmart and U.S. Bank National Association, incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-3, filed on September 16, 2011. | |
4.4* | First Supplemental Indenture, dated as of June 26, 2012, among the Company, the Operating Partnership and U.S. Bank National Association, incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on June 26, 2012. | |
4.5* | Form of $250 million aggregate principal amount of 4.80% senior note due July 15, 2022, incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on June 26, 2012. | |
4.6* | Form of CubeSmart Notation of Guarantee, incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed on June 26, 2012. | |
4.7* | Second Supplemental Indenture, dated as of December 17, 2013, among the Company, the Operating Partnership and U.S. Bank National Association, incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on December | |
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| 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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| Amended and Restated Executive Employment Agreement, dated June 29, 2010, by and between U-Store-It Trust and Dean Jernigan, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on July 2, 2010. |
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| Amended and Restated Executive Employment Agreement, dated January 24, 2011, by and between U-Store-It Trust and Christopher P. Marr, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on January 27, 2011. |
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| Amended and Restated Executive Employment Agreement, dated June 29, 2010, by and between U-Store-It Trust and Timothy M. Martin, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on July 2, 2010. |
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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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| Amended and Restated Noncompetition Agreement, dated as of June 29, 2010, by and between U-Store-It Trust and Timothy M. Martin, incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on July 2, 2010. |
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| Amended and Restated Noncompetition Agreement, dated as of January 24, 2011, by and between U-Store-It Trust and Christopher P. Marr, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on January 27, 2011. |
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| Amended and Restated Noncompetition Agreement, dated as of June 29, 2010, by and between U-Store-It Trust and Dean Jernigan, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, 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, effective June 2, |
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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, 2009. |
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| Amendment No. 1 to Sales Agreement, dated January 26, 2011, by and among U-Store-It Trust, U-Store It, L.P. and Cantor Fitzgerald & Co., incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed January 27, 2011. |
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10.34* | Term Loan Agreement dated as of June 20, 2011 by and among U-Store-It, L.P., as Borrower, U-Store-It Trust, and Wells Fargo Securities, LLC and PNC Capital Markets LLC, as joint lead arrangers and joint bookrunners, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on June 23, 2011. |
10.35* | Amendment No. 2 to the Sales Agreement, dated September 16, 2011 among CubeSmart, CubeSmart, L.P. and Cantor Fitzgerald & Co., incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on September 16, 2011. | |
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, incorporated herein by reference to Exhibit 10.42 to the Company’s Annual Report on Form 10-K, filed on February 28, 2013. | |
10.43*† | Form of Non-Qualified Share Option Agreement under the CubeSmart 2007 Equity Incentive Plan, incorporated herein by reference to Exhibit 10.43 to the Company’s Annual Report on Form 10-K, filed on February 28, 2013. | |
10.44* † | 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, | |
10.47*† | Form of Restricted Share Unit Award Agreement (2-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, incorporated herein by reference to Exhibit 10.47 to the Company’s Annual Report on Form 10-K, filed on February 28, 2013. |
10.48*† | Form of Performance-Vested Restricted Share Unit Award Agreement under the CubeSmart 2007 Equity Incentive Plan, incorporated herein by reference to Exhibit 10.48 to the Company’s Annual Report on Form 10-K, filed on February 28, 2013. | |
10.49* | Waiver of Ownership Limitation, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed on May 6, 2013. | |
10.50* | Form of Equity Distribution Agreement, dated May 7, 2013, by and among CubeSmart, CubeSmart, L.P. and each of Wells Fargo Securities, LLC, BMO Capital Markets Corp., Jefferies LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBC Capital Markets, LLC, incorporated by reference to Exhibit 1.1. to the Company’s Current Report on Form 8-K, filed on May 7, 2013. | |
10.51* | Second Amendment to Credit Agreement dated as of June 18, 2013 by and among CubeSmart, L.P., CubeSmart, Wells Fargo Bank, National Association, as Administrative Agent and each of the lenders, incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed on June 18, 2013. | |
10.52* | Second Amendment to Term Loan Agreement dated as of June 18, 2013 by and among CubeSmart, L.P., CubeSmart, Wells Fargo Bank, National Association, as Administrative Agent and each of the lenders, incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K, filed on June 18, 2013. | |
10.53*† | Advisory Agreement, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed on November 8, 2013. | |
10.54* | Purchase and Sale Agreement, dated as of October 28, 2013, by and among the Sellers listed therein and CubeSmart, L.P., incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 10, 2013. | |
10.55* | Purchase and Sale Agreement, dated as of October 28, 2013, by and among the Sellers listed therein and CubeSmart, L.P., incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on December 10, 2013. | |
10.56*† | Executive Employment Agreement, entered into as of January 24, 2014 and effective as of January 1, 2014, by and between CubeSmart and Christopher P. Marr., incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed on January 28, 2014. | |
10.57† | Form of Non-Qualified Share Option Agreement (3-Year Vesting) under the CubeSmart 2004 Equity Incentive Plan. | |
10.58† | Form of Non-Qualified Share Option Agreement for Executive Officers (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan. | |
10.59† | Form of Non-Qualified Share Option Agreement (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan. | |
10.60† | Form of Performance Share Award Agreement for Executive Officers (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan. | |
10.61† | Form of Performance Share Award Agreement (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan. | |
10.62† | Form of Restricted Share Award Agreement (3-Year Vesting) under the CubeSmart 2004 Equity Incentive Plan. | |
10.63† | Form of Restricted Share Award Agreement for Executive Officers (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan. | |
10.64† | Form of Restricted Share Award Agreement (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan. | |
10.65† | Form of Restricted Share Award Agreement (5-Year Vesting) under the CubeSmart 2004 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 |
23.2 | Consent of KPMG LLP relating to financial statements of CubeSmart, L.P. | |
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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, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statement of Equity, (iv) the Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements, detailed tagged and filed herewith. |
*Incorporated herein by reference as above indicated.
†Denotes a management contract or compensatory plan, contract or arrangement.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this reportReport 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: February 28, 2014 |
Date: March 1, 2011
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this reportReport has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
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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/ |
| Chief Executive Officer and Trustee |
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| (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/ |
| Trustee |
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/s/ Marianne M. Keler |
| Trustee |
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Marianne M. Keler |
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/s/ |
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John |
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/s/ Jeffrey F. Rogatz |
| Trustee |
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Jeffrey F. Rogatz |
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/s/ Deborah Ratner Salzberg | Trustee | February 28, 2014 | ||
Deborah Ratner Salzberg |
FINANCIAL STATEMENTS
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS
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Consolidated Financial Statements of |
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Management’s Report on CubeSmart Internal Control Over Financial Reporting | F-2 | |
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Management’s Report on CubeSmart, L.P. Internal Control Over Financial Reporting | F-3 | |
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Reports of Independent Registered Public Accounting |
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CubeSmart and Subsidiaries Consolidated Balance Sheets as of December 31, |
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F-10 | ||
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CubeSmart, L.P. and Subsidiaries Consolidated Balance Sheets as of December 31, 2013 and 2012 | F-13 | |
F-14 | ||
F-15 | ||
F-16 | ||
F-17 | ||
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MANAGEMENT’S REPORT ON CUBESMART INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of the CompanyCubeSmart (the “REIT”) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Under Section 404 of the Sarbanes-Oxley Act of 2002, the Company’sREIT’s management is required to assess the effectiveness of the Company’sREIT’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’sREIT’s internal control over financial reporting is effective.
The Company’sREIT’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’sREIT’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;REIT;
· provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that the receipts and expenditures of the CompanyREIT are being made only in accordance with the authorization of the Company’sREIT’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’sREIT’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’sREIT’s management, including the principal executive officer and principal financial officer, wemanagement conducted a review, evaluation and assessment of the effectiveness of our internal control over financial reporting as of December 31, 2010,2013, based uponon criteria established in Internal Control - Integrated Framework (1992) issued by 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, 2010, our2013, the REIT’s internal control over financial reporting was effective based on the COSO framework.
The effectiveness of our internal control over financial reporting as of December 31, 2010,2013, has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report that appears herein.
March 1, 2011February 28, 2014
MANAGEMENT’S REPORT ON CUBESMART, L.P. INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of CubeSmart, L.P. (the “Partnership”) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Under Section 404 of the Sarbanes-Oxley Act of 2002, the Partnership’s management is required to assess the effectiveness of the Partnership’s internal control over financial reporting as of the end of each fiscal year, and report on the basis of that assessment whether the Partnership’s internal control over financial reporting is effective.
The Partnership’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. The Partnership’s internal control over financial reporting includes those policies and procedures that:
·pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and the disposition of the assets of the Partnership;
·provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that the receipts and expenditures of the Partnership are being made only in accordance with the authorization of the Partnership’s management and its Board of Trustees; and
·provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Partnership’s assets that could have a material effect on the financial statements.
There are inherent limitations in the effectiveness of any system of internal control, including the possibility of human error and the circumvention or overriding of controls. Accordingly, even an effective internal control system can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of an internal control system may vary over time.
Under the supervision, and with the participation, of the Partnership’s management, including the principal executive officer and principal financial officer, management conducted a review, evaluation and assessment of the effectiveness of our internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In performing its assessment of the effectiveness of internal control over financial reporting, management has concluded that, as of December 31, 2013, the Partnership’s internal control over financial reporting was effective based on the COSO framework.
The effectiveness of our internal control over financial reporting as of December 31, 2013, has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report that appears herein.
February 28, 2014
Report of Independent Registered Public Accounting Firm
The Board of Trustees and Shareholders of
CubeSmart:
We have audited the accompanying consolidated balance sheets of CubeSmart as of December 31, 2013 and 2012, and the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2013. In connection with our audits of the consolidated financial statements, we have also audited the financial statement Schedule III. These consolidated financial statements and financial statement schedule are the responsibility of CubeSmart’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of CubeSmart as of December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2013, 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’s internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 28, 2014, expressed an unqualified opinion on the effectiveness of CubeSmart’s internal control over financial reporting.
/s/ KPMG LLP | |
Philadelphia, Pennsylvania | |
February 28, 2014 |
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, 2013 and 2012, and the related consolidated statements of operations, comprehensive income (loss), capital, and cash flows for each of the years in the three-year period ended December 31, 2013. In connection with our audits of the consolidated financial statements, we have also audited the financial statement Schedule III. These consolidated financial statements and financial statement schedule are the responsibility of CubeSmart, L.P.’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of CubeSmart, L.P. as of December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2013, 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, 2013, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 28, 2014, expressed an unqualified opinion on the effectiveness of CubeSmart, L.P.’s internal control over financial reporting.
/s/ KPMG LLP | |
Philadelphia, Pennsylvania | |
February 28, 2014 |
Report of Independent Registered Public Accounting Firm
The Board of Trustees and Shareholders of
U-Store-It Trust:CubeSmart:
We have audited U-Store-It Trust and subsidiaries’CubeSmart’s internal control over financial reporting as of December 31, 2010,2013, based on criteria established in Internal Control - Integrated Framework (1992)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) pr ovideprovide 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, 2010,2013, based on criteria established in Internal Control - Integrated Framework (1992) 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, 20102013 and 2009,2012, and the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2010,2013, and our report dated March 1, 2011February 28, 2014 expressed an unqualified opinion on those consolidated financial statements.
/s/ KPMG LLP
| |
Philadelphia, Pennsylvania | |
February 28, 2014 |
Report 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 sheets of U-Store-It Trust and subsidiariesCubeSmart, L.P’s internal control over financial reporting as of December 31, 2010 and 2009, and2013, based on criteria established in Internal Control - Integrated Framework (1992) issued by the related consolidated statementsCommittee of operations, equity, and cash flows for eachSponsoring Organizations of the years in the three-year period ended December 31, 2010. In connection with our auditTreadway Commission (COSO). CubeSmart, L.P.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the consolidatedeffectiveness of internal control over financial statements, we have also audited the financial statement schedule for 2010 as listedreporting, included in the accompanying index. These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management.Management’s Report on CubeSmart L.P. 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 audits.audit.
We conducted our auditsaudit 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 audits provideaudit 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 consolidated financial statements referred to above present fairly,CubeSmart, L.P. maintained, in all material respects, theeffective internal control over financial position of U-Store-It Trust and subsidiariesreporting as of December 31, 2010 and 2009 and2013, based on criteria established in Internal Control - Integrated Framework (1992) issued by the resultsCommittee of their operations and their cash flows for eachSponsoring Organizations of the years in the three-year period ended December 31, 2010, 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.Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), U-Store-It Trust’s internal control over financial reportingthe consolidated balance sheets of CubeSmart, L.P. as of December 31, 2010, based on criteria established in Internal Control - Integrated Framework issued by2013 and 2012, and the Committeerelated consolidated statements of Sponsoring Organizationsoperations, comprehensive income (loss), capital, and cash flows for each of the Treadway Commission (COSO),years in the three-year period ended December 31, 2013, and our report dated March 1, 2011February 28, 2014 expressed an unqualified opinion on the effectiveness of the Company’s internal control overthose consolidated financial reporting.statements.
/s/ KPMG LLP
Philadelphia, Pennsylvania
March 1, 2011
/s/ KPMG LLP | |
Philadelphia, Pennsylvania | |
February 28, 2014 |
U-STORE-IT TRUSTCUBESMART AND SUBSIDIARIES
(in thousands, except share data)
|
| December 31, |
| December 31, |
|
| December 31, |
| ||||||
|
| 2010 |
| 2009 |
|
| 2013 |
| 2012 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
ASSETS |
|
|
|
|
|
|
|
|
|
| ||||
Storage facilities |
| $ | 1,743,021 |
| $ | 1,774,542 |
|
| $ | 2,553,706 |
| $ | 2,443,022 |
|
Less: Accumulated depreciation |
| (314,530 | ) | (344,009 | ) |
| (398,536 | ) | (353,315 | ) | ||||
Storage facilities, net |
| 1,428,491 |
| 1,430,533 |
| |||||||||
Storage facilities, net (including VIE assets of $34,559 and $11,586) |
| 2,155,170 |
| 2,089,707 |
| |||||||||
Cash and cash equivalents |
| 5,891 |
| 102,768 |
|
| 3,176 |
| 4,495 |
| ||||
Restricted cash |
| 10,250 |
| 16,381 |
|
| 4,025 |
| 6,070 |
| ||||
Loan procurement costs, net of amortization |
| 15,611 |
| 18,366 |
|
| 12,687 |
| 8,253 |
| ||||
Notes receivable, net |
| — |
| 20,112 |
| |||||||||
Investment in real estate venture, at equity |
| 156,310 |
| — |
| |||||||||
Other assets, net |
| 18,576 |
| 10,710 |
|
| 27,256 |
| 41,794 |
| ||||
Total assets |
| $ | 1,478,819 |
| $ | 1,598,870 |
|
| $ | 2,358,624 |
| $ | 2,150,319 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
| |||||||||
Unsecured senior notes |
| $ | 500,000 |
| $ | 250,000 |
| |||||||
Revolving credit facility |
| $ | 43,000 |
| $ | — |
|
| 38,600 |
| 45,000 |
| ||
Unsecured term loan |
| 200,000 |
| — |
| |||||||||
Secured term loan |
| — |
| 200,000 |
| |||||||||
Unsecured term loans |
| 400,000 |
| 500,000 |
| |||||||||
Mortgage loans and notes payable |
| 372,457 |
| 569,026 |
|
| 200,218 |
| 228,759 |
| ||||
Accounts payable, accrued expenses and other liabilities |
| 36,172 |
| 33,767 |
|
| 57,599 |
| 60,708 |
| ||||
Distributions payable |
| 7,275 |
| 2,448 |
|
| 19,955 |
| 16,419 |
| ||||
Deferred revenue |
| 8,873 |
| 8,449 |
|
| 12,394 |
| 11,090 |
| ||||
Security deposits |
| 489 |
| 456 |
|
| 376 |
| 444 |
| ||||
Total liabilities |
| 668,266 |
| 814,146 |
|
| 1,229,142 |
| 1,112,420 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
Noncontrolling interests in the Operating Partnership |
| 45,145 |
| 45,394 |
|
| 36,275 |
| 47,990 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
Equity |
|
|
|
|
|
|
|
|
|
| ||||
Common shares $.01 par value, 200,000,000 shares authorized, 98,596,796 and 92,654,979 shares issued and outstanding at December 31, 2010 and December 31, 2009, respectively |
| 986 |
| 927 |
| |||||||||
Additional paid in capital |
| 1,026,952 |
| 974,926 |
| |||||||||
7.75% Series A Preferred shares $.01 par value, 3,220,000 shares authorized, 3,100,000 shares issued and outstanding at December 31, 2013 and December 31, 2012, respectively |
| 31 |
| 31 |
| |||||||||
Common shares $.01 par value, 200,000,000 shares authorized, 139,328,366 and 131,794,547 shares issued and outstanding at December 31, 2013 and December 31, 2012, respectively |
| 1,393 |
| 1,318 |
| |||||||||
Additional paid-in capital |
| 1,542,703 |
| 1,418,463 |
| |||||||||
Accumulated other comprehensive loss |
| (1,121 | ) | (874 | ) |
| (11,014 | ) | (19,796 | ) | ||||
Accumulated deficit |
| (302,601 | ) | (279,670 | ) |
| (440,837 | ) | (410,225 | ) | ||||
Total U-Store-It Trust shareholders’ equity |
| 724,216 |
| 695,309 |
| |||||||||
Total CubeSmart shareholders’ equity |
| 1,092,276 |
| 989,791 |
| |||||||||
Noncontrolling interests in subsidiaries |
| 41,192 |
| 44,021 |
|
| 931 |
| 118 |
| ||||
Total equity |
| 765,408 |
| 739,330 |
|
| 1,093,207 |
| 989,909 |
| ||||
Total liabilities and equity |
| $ | 1,478,819 |
| $ | 1,598,870 |
|
| $ | 2,358,624 |
| $ | 2,150,319 |
|
See accompanying notes to the consolidated financial statements.
U-STORE-IT TRUSTCUBESMART AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF
OPERATIONS
(in thousands, except per share data)
|
| For the year ended December 31, |
|
| For the year ended December 31, |
| ||||||||||||||
|
| 2010 |
| 2009 |
| 2008 |
|
| 2013 |
| 2012 |
| 2011 |
| ||||||
|
| (Dollars and shares in thousands, except per share data) |
|
|
|
|
|
|
|
| ||||||||||
REVENUES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Rental income |
| $ | 195,357 |
| $ | 194,590 |
| $ | 202,200 |
|
| $ | 281,250 |
| $ | 236,160 |
| $ | 188,249 |
|
Other property related income |
|
| 18,640 |
|
| 16,086 |
|
| 15,130 |
|
| 32,365 |
| 25,821 |
| 18,987 |
| |||
Property management fee income |
|
| 2,829 |
|
| 56 |
|
| — |
|
| 4,780 |
| 4,341 |
| 3,768 |
| |||
Total revenues |
|
| 216,826 |
|
| 210,732 |
|
| 217,330 |
|
| 318,395 |
| 266,322 |
| 211,004 |
| |||
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Property operating expenses |
|
| 93,696 |
|
| 91,380 |
|
| 92,533 |
|
| 118,222 |
| 103,488 |
| 87,570 |
| |||
Depreciation and amortization |
|
| 62,945 |
|
| 69,125 |
|
| 71,974 |
|
| 112,313 |
| 109,830 |
| 61,972 |
| |||
General and administrative |
|
| 25,406 |
|
| 22,569 |
|
| 24,964 |
|
| 29,563 |
| 26,131 |
| 24,693 |
| |||
Total operating expenses |
|
| 182,047 |
|
| 183,074 |
|
| 189,471 |
|
| 260,098 |
| 239,449 |
| 174,235 |
| |||
OPERATING INCOME |
|
| 34,779 |
|
| 27,658 |
|
| 27,859 |
|
| 58,297 |
| 26,873 |
| 36,769 |
| |||
OTHER INCOME (EXPENSE) |
|
|
|
|
|
|
|
|
|
| ||||||||||
OTHER (EXPENSE) INCOME |
|
|
|
|
|
|
| |||||||||||||
Interest: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Interest expense on loans |
|
| (37,794 | ) |
| (45,269 | ) |
| (52,014 | ) |
| (40,424 | ) | (40,318 | ) | (32,787 | ) | |||
Loan procurement amortization expense |
|
| (6,463 | ) |
| (2,339 | ) |
| (1,929 | ) |
| (2,058 | ) | (3,279 | ) | (5,028 | ) | |||
Interest income |
|
| 621 |
|
| 681 |
|
| 153 |
| ||||||||||
Loan procurement amortization expense - early repayment of debt |
| (414 | ) | — |
| (8,167 | ) | |||||||||||||
Acquisition related costs |
|
| (759 | ) |
| — |
|
| — |
|
| (3,849 | ) | (3,086 | ) | (3,823 | ) | |||
Equity in losses of real estate ventures |
| (1,151 | ) | (745 | ) | (281 | ) | |||||||||||||
Gain from remeasurement of investment in real estate venture |
| — |
| 7,023 |
| — |
| |||||||||||||
Other |
|
| (235 | ) |
| (33 | ) |
| 94 |
|
| 8 |
| 256 |
| (83 | ) | |||
Total other expense |
|
| (44,630 | ) |
| (46,960 | ) |
| (53,696 | ) |
| (47,888 | ) | (40,149 | ) | (50,169 | ) | |||
LOSS FROM CONTINUING OPERATIONS |
|
| (9,851 | ) |
| (19,302 | ) |
| (25,837 | ) | ||||||||||
|
|
|
|
|
|
|
| |||||||||||||
INCOME (LOSS) FROM CONTINUING OPERATIONS |
| 10,409 |
| (13,276 | ) | (13,400 | ) | |||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
DISCONTINUED OPERATIONS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Income from discontinued operations |
|
| 2,006 |
|
| 4,831 |
|
| 9,219 |
|
| 4,145 |
| 7,093 |
| 11,944 |
| |||
Net gain on disposition of discontinued operations |
|
| 1,826 |
|
| 14,139 |
|
| 19,720 |
| ||||||||||
Gain from disposition of discontinued operations |
| 27,440 |
| 9,811 |
| 3,903 |
| |||||||||||||
Total discontinued operations |
|
| 3,832 |
|
| 18,970 |
|
| 28,939 |
|
| 31,585 |
| 16,904 |
| 15,847 |
| |||
NET (LOSS) INCOME |
|
| (6,019 | ) |
| (332 | ) |
| 3,102 |
| ||||||||||
NET (INCOME) LOSS ATTRIBUTABLE TO NONCONROLLING INTERESTS |
|
|
|
|
|
|
|
|
|
| ||||||||||
NET INCOME |
| 41,994 |
| 3,628 |
| 2,447 |
| |||||||||||||
NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS |
|
|
|
|
|
|
| |||||||||||||
Noncontrolling interests in the Operating Partnership |
|
| 381 |
|
| 60 |
|
| (310 | ) |
| (588 | ) | 107 |
| (35 | ) | |||
Noncontrolling interest in subsidiaries |
|
| (1,755 | ) |
| (665 | ) |
| — |
|
| 42 |
| (1,918 | ) | (2,810 | ) | |||
NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY |
| $ | (7,393 | ) | $ | (937 | ) | $ | 2,792 |
| ||||||||||
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY |
| 41,448 |
| 1,817 |
| (398 | ) | |||||||||||||
Distribution to preferred shareholders |
| (6,008 | ) | (6,008 | ) | (1,218 | ) | |||||||||||||
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY’S COMMON SHAREHOLDERS |
| $ | 35,440 |
| $ | (4,191 | ) | $ | (1,616 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Basic and diluted loss per share from continuing operations attributable to common shareholders |
| $ | (0.12 | ) | $ | (0.27 | ) | $ | (0.41 | ) | ||||||||||
Basic and diluted earnings per share from discontinued operations attributable to common shareholders |
| $ | 0.04 |
| $ | 0.26 |
| $ | 0.46 |
| ||||||||||
Basic and diluted (loss) earnings per share attributable to common shareholders |
| $ | (0.08 | ) | $ | (0.01 | ) | $ | 0.05 |
| ||||||||||
Basic earnings (loss) per share from continuing operations attributable to common shareholders |
| $ | 0.03 |
| $ | (0.17 | ) | $ | (0.16 | ) | ||||||||||
Basic earnings per share from discontinued operations attributable to common shareholders |
| $ | 0.23 |
| $ | 0.14 |
| $ | 0.14 |
| ||||||||||
Basic earnings (loss) per share attributable to common shareholders |
| $ | 0.26 |
| $ | (0.03 | ) | $ | (0.02 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Weighted-average basic and diluted shares outstanding |
|
| 93,998 |
|
| 70,988 |
|
| 57,621 |
| ||||||||||
Diluted earnings (loss) per share from continuing operations attributable to common shareholders |
| $ | 0.03 |
| $ | (0.17 | ) | $ | (0.16 | ) | ||||||||||
Diluted earnings per share from discontinued operations attributable to common shareholders |
| $ | 0.23 |
| $ | 0.14 |
| $ | 0.14 |
| ||||||||||
Diluted earnings (loss) per share attributable to common shareholders |
| $ | 0.26 |
| $ | (0.03 | ) | $ | (0.02 | ) | ||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Weighted-average basic shares outstanding |
| 135,191 |
| 124,548 |
| 102,976 |
| |||||||||||||
Weighted-average diluted shares outstanding |
| 137,742 |
| 124,548 |
| 102,976 |
| |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
AMOUNTS ATTRIBUTABLE TO THE COMPANY’S COMMON SHAREHOLDERS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Loss from continuing operations |
| $ | (11,049 | ) | $ | (18,921 | ) | $ | (23,803 | ) | ||||||||||
Income (loss) from continuing operations |
| $ | 4,392 |
| $ | (20,689 | ) | $ | (16,734 | ) | ||||||||||
Total discontinued operations |
|
| 3,656 |
|
| 17,984 |
|
| 26,595 |
|
| 31,048 |
| 16,498 |
| 15,118 |
| |||
Net (loss) income |
| $ | (7,393 | ) | $ | (937 | ) | $ | 2,792 |
| ||||||||||
Net income (loss) |
| $ | 35,440 |
| $ | (4,191 | ) | $ | (1,616 | ) |
See accompanying notes to the consolidated financial statements.
U-STORE-IT TRUSTCUBESMART AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
|
| Year Ended December 31, |
| |||||||
|
| 2013 |
| 2012 |
| 2011 |
| |||
|
|
|
|
|
|
|
| |||
NET INCOME |
| $ | 41,994 |
| $ | 3,628 |
| $ | 2,447 |
|
Other comprehensive income (loss): |
|
|
|
|
|
|
| |||
Unrealized gains (losses) on interest rate swaps |
| 2,636 |
| (13,548 | ) | (14,477 | ) | |||
Reclassification of realized losses on interest rate swaps |
| 6,266 |
| 6,082 |
| 2,083 |
| |||
Unrealized gain on foreign currency translation |
| 56 |
| 172 |
| 151 |
| |||
OTHER COMPREHENSIVE INCOME (LOSS) |
| 8,958 |
| (7,294 | ) | (12,243 | ) | |||
COMPREHENSIVE INCOME (LOSS) |
| 50,952 |
| (3,666 | ) | (9,796 | ) | |||
Comprehensive (income) loss attributable to noncontrolling interests in the Operating Partnership |
| (740 | ) | 445 |
| 503 |
| |||
Comprehensive loss (income) attributable to noncontrolling interest in subsidiaries |
| 18 |
| (1,927 | ) | (2,815 | ) | |||
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY |
| $ | 50,230 |
| $ | (5,148 | ) | $ | (12,108 | ) |
See accompanying notes to the consolidated financial statements.
CUBESMART AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(in thousands)
|
| Common Shares |
| Additional |
| Accumulated Other |
| Accumulated |
| Total |
| Noncontrolling |
| Total |
| Noncontrolling Interests in the |
|
| Common |
| Preferred |
| Additional |
| Accumulated |
| Accumulated |
| Total |
| Noncontrolling |
| Total |
| Noncontrolling |
| ||||||||||||||||||||||||||||||
|
| Number |
| Amount |
| Capital |
| Loss |
| Deficit |
| Equity |
| Subsidiaries |
| Equity |
| Partnership |
|
| Number |
| Amount |
| Number |
| Amount |
| Capital |
| (Loss) Income |
| Deficit |
| Equity |
| Subsidiaries |
| Equity |
| Partnership |
| ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2007 |
| 57,577 |
| $ |
| 576 |
| $ |
| 797,940 |
| $ |
| (1,664 | ) | $ |
| (241,233 | ) | $ |
| 555,619 |
| $ |
| — |
| $ |
| 555,619 |
| $ | 48,982 |
| ||||||||||||||||||||||||||||||||
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 interest 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 |
| 46 |
|
|
|
|
|
|
|
|
| — |
|
|
| — |
|
|
|
| 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 |
|
|
|
|
| 1,297 |
|
|
|
|
| 1,297 |
|
|
| 1,297 |
|
|
|
|
|
|
|
|
|
|
|
| 1,677 |
|
|
|
|
| 1,677 |
|
|
| 1,677 |
|
|
| ||||||||||||||||||||||||
Share compensation expense |
|
|
|
|
| 1,425 |
|
|
|
|
| 1,425 |
|
|
| 1,425 |
|
|
|
|
|
|
|
|
|
|
|
| 1,527 |
|
|
|
|
| 1,527 |
|
|
| 1,527 |
|
|
| ||||||||||||||||||||||||
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 |
| ||||||||||||||||||||||||||||||||
Contributions from noncontrolling interests in subsidiaries |
|
|
|
|
|
|
|
|
|
|
| — |
| 44,739 |
| 44,739 |
| (90 | ) | |||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common shares, net |
| 34,677 |
| 347 |
| 170,501 |
|
|
|
|
| 170,848 |
|
|
| 170,848 |
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||
Issuance of restricted shares |
| 85 |
| 1 |
|
|
|
|
|
|
| 1 |
|
|
| 1 |
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||
Conversion from units to shares |
| 270 |
| 3 |
|
|
|
|
|
|
| 3 |
|
|
| 3 |
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||
Amortization of restricted shares |
|
|
|
|
| 1,631 |
|
|
|
|
| 1,631 |
|
|
| 1,631 |
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||
Share compensation expense |
|
|
|
|
| 1,765 |
|
|
|
|
| 1,765 |
|
|
| 1,765 |
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||
Net income (loss) |
|
|
|
|
|
|
|
|
| (937 | ) | (937 | ) | 665 |
| (272 | ) | (60 | ) | |||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||
Unrealized gain on interest rate swap |
|
|
|
|
|
|
| 6,153 |
|
|
| 6,153 |
|
|
| 6,153 |
| 1 |
| |||||||||||||||||||||||||||||||||||||||||||||||
Adjustment for noncontrolling interests in the Operating Partnership |
|
|
|
|
|
|
|
|
|
|
|
|
| (7,082 | ) | (7,082 | ) |
|
| (7,082 | ) | 7,082 |
| |||||||||||||||||||||||||||||||||||||||||||
Net (loss) income |
|
|
|
|
|
|
|
|
|
|
|
|
| (398 | ) | (398 | ) | 2,810 |
| 2,412 |
| 35 |
| |||||||||||||||||||||||||||||||||||||||||||
Other comprehensive (loss) income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||
Unrealized losses on interest rate swaps |
|
|
|
|
|
|
|
|
|
|
| (11,849 | ) |
|
| (11,849 | ) |
|
| (11,849 | ) | (545 | ) | |||||||||||||||||||||||||||||||||||||||||||
Unrealized gain on foreign currency translation |
|
|
|
|
|
|
| 526 |
|
|
| 526 |
|
|
| 526 |
| 27 |
|
|
|
|
|
|
|
|
|
|
|
| 139 |
|
|
| 139 |
| 5 |
| 144 |
| 7 |
| ||||||||||||||||||||||||
Distributions |
|
|
|
|
|
|
|
|
| (7,609 | ) | (7,609 | ) | (1,383 | ) | (8,992 | ) | (510 | ) | |||||||||||||||||||||||||||||||||||||||||||||||
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 |
|
|
|
|
|
|
|
|
|
|
| — |
| 15 |
| 15 |
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||
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 |
| ||||||||||||||||||||||||||||||||||
Issuance of common shares, net |
| 5,610 |
| 56 |
| 47,517 |
|
|
|
|
| 47,573 |
|
|
| 47,573 |
|
|
|
| 7,900 |
| 79 |
|
|
|
|
| 102,000 |
|
|
|
|
| 102,079 |
|
|
| 102,079 |
|
|
| ||||||||||||||||||||||||
Issuance of restricted shares |
| 203 |
| 2 |
|
|
|
|
|
|
| 2 |
|
|
| 2 |
|
|
|
| 246 |
| 2 |
|
|
|
|
|
|
|
|
|
|
| 2 |
|
|
| 2 |
|
|
| ||||||||||||||||||||||||
Conversion from units to shares |
| 73 |
| 1 |
| 674 |
|
|
|
|
| 675 |
|
|
| 675 |
| (675 | ) |
| 1,380 |
| 14 |
|
|
|
|
| 19,233 |
|
|
|
|
| 19,247 |
|
|
| 19,247 |
| (19,247 | ) | ||||||||||||||||||||||||
Exercise of stock options |
| 56 |
|
|
| 194 |
|
|
|
|
| 194 |
|
|
| 194 |
|
|
|
| 210 |
| 2 |
|
|
|
|
| 1,627 |
|
|
|
|
| 1,629 |
|
|
| 1,629 |
|
|
| ||||||||||||||||||||||||
Amortization of restricted shares |
|
|
|
|
| 1,759 |
|
|
|
|
| 1,759 |
|
|
| 1,759 |
|
|
|
|
|
|
|
|
|
|
|
| 3,352 |
|
|
|
|
| 3,352 |
|
|
| 3,352 |
|
|
| ||||||||||||||||||||||||
Share compensation expense |
|
|
|
|
| 1,882 |
|
|
|
|
| 1,882 |
|
|
| 1,882 |
|
|
|
|
|
|
|
|
|
|
|
| 1,198 |
|
|
|
|
| 1,198 |
|
|
| 1,198 |
|
|
| ||||||||||||||||||||||||
Adjustment for noncontrolling interest in operating partnership |
|
|
|
|
|
|
|
|
| (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 |
| |||||||||||||||||||||||||||||||||
Acquisition of noncontrolling interest |
|
|
|
|
|
|
|
|
| (18,452 | ) |
|
|
|
| (18,452 | ) | (38,532 | ) | (56,984 | ) | (132 | ) | |||||||||||||||||||||||||||||||||||||||||||
Adjustment for noncontrolling interests in the Operating Partnership |
|
|
|
|
|
|
|
|
|
|
|
|
| (19,520 | ) | (19,520 | ) |
|
| (19,520 | ) | 19,520 |
| |||||||||||||||||||||||||||||||||||||||||||
Net income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
| 1,817 |
| 1,817 |
| 1,918 |
| 3,735 |
| (107 | ) | |||||||||||||||||||||||||||||||||||||||||||
Other comprehensive (loss) income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||
Unrealized losses on interest rate swaps |
|
|
|
|
|
|
|
|
|
|
| (7,124 | ) |
|
| (7,124 | ) |
|
| (7,124 | ) | (342 | ) | |||||||||||||||||||||||||||||||||||||||||||
Unrealized gain on foreign currency translation |
|
|
|
|
|
|
|
|
|
|
| 159 |
|
|
| 159 |
| 9 |
| 168 |
| 4 |
| |||||||||||||||||||||||||||||||||||||||||||
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 |
| ||||||||||||||||||||||||||||||||||
Contributions from noncontrolling interest in subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 831 |
| 831 |
|
|
| |||||||||||||||||||||||||||||||||||||||||||
Issuance of common shares, net |
| 5,700 |
| 57 |
|
|
|
|
| 100,230 |
|
|
|
|
| 100,287 |
|
|
| 100,287 |
|
|
| |||||||||||||||||||||||||||||||||||||||||||
Issuance of restricted shares |
| 301 |
| 3 |
|
|
|
|
|
|
|
|
|
|
| 3 |
|
|
| 3 |
|
|
| |||||||||||||||||||||||||||||||||||||||||||
Conversion from units to shares |
| 1,018 |
| 10 |
|
|
|
|
| 14,688 |
|
|
|
|
| 14,698 |
|
|
| 14,698 |
| (14,698 | ) | |||||||||||||||||||||||||||||||||||||||||||
Exercise of stock options |
| 514 |
| 5 |
|
|
|
|
| 3,705 |
|
|
|
|
| 3,710 |
|
|
| 3,710 |
|
|
| |||||||||||||||||||||||||||||||||||||||||||
Amortization of restricted shares |
|
|
|
|
|
|
|
|
| 4,747 |
|
|
|
|
| 4,747 |
|
|
| 4,747 |
|
|
| |||||||||||||||||||||||||||||||||||||||||||
Share compensation expense |
|
|
|
|
|
|
|
|
| 870 |
|
|
|
|
| 870 |
|
|
| 870 |
|
|
| |||||||||||||||||||||||||||||||||||||||||||
Adjustment for noncontrolling interests in the Operating Partnership |
|
|
|
|
|
|
|
|
|
|
|
|
| (3,292 | ) | (3,292 | ) |
|
| (3,292 | ) | 3,292 |
| |||||||||||||||||||||||||||||||||||||||||||
Net income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
| 41,448 |
| 41,448 |
| (42 | ) | 41,406 |
| 588 |
| |||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||
Unrealized gains on interest rate swaps |
|
|
|
|
|
|
|
|
|
|
| 8,751 |
|
|
| 8,751 |
|
|
| 8,751 |
| 151 |
| |||||||||||||||||||||||||||||||||||||||||||
Unrealized gain on foreign currency translation |
|
|
|
|
|
|
|
|
|
|
| 31 |
|
|
| 31 |
| 24 |
| 55 |
| 1 |
| |||||||||||||||||||||||||||||||||||||||||||
Preferred share distributions |
|
|
|
|
|
|
|
|
|
|
|
|
| (6,008 | ) | (6,008 | ) |
|
| (6,008 | ) |
|
| |||||||||||||||||||||||||||||||||||||||||||
Common share distributions |
|
|
|
|
|
|
|
|
|
|
|
|
| (62,760 | ) | (62,760 | ) |
|
| (62,760 | ) | (1,049 | ) | |||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2013 |
| 139,328 |
| $ | 1,393 |
| 3,100 |
| $ | 31 |
| $ | 1,542,703 |
| $ | (11,014 | ) | $ | (440,837 | ) | $ | 1,092,276 |
| $ | 931 |
| $ | 1,093,207 |
| $ | 36,275 |
|
See accompanying notes to the consolidated financial statements.
U-STORE-IT TRUSTCUBESMART AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
|
| For the Year Ended December 31, |
|
| For the Year Ended December 31, |
| ||||||||||||||
|
| 2010 |
| 2009 |
| 2008 |
|
| 2013 |
| 2012 |
| 2011 |
| ||||||
Operating Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net (loss) income |
| $ | (6,019 | ) | $ | (332 | ) | $ | 3,102 |
| ||||||||||
Adjustments to reconcile net (loss) income to cash provided by operating activities: |
|
|
|
|
|
|
| |||||||||||||
Net income |
| $ | 41,994 |
| $ | 3,628 |
| $ | 2,447 |
| ||||||||||
Adjustments to reconcile net income to cash provided by operating activities: |
|
|
|
|
|
|
| |||||||||||||
Depreciation and amortization |
| 70,850 |
| 75,908 |
| 80,132 |
|
| 117,074 |
| 118,573 |
| 73,702 |
| ||||||
Gain on disposition of discontinued operations |
| (1,826 | ) | (14,139 | ) | (19,720 | ) | |||||||||||||
Gain from disposition of discontinued operations |
| (27,440 | ) | (9,811 | ) | (3,903 | ) | |||||||||||||
Gain from remeasurement of investment in real estate venture |
| — |
| (7,023 | ) | — |
| |||||||||||||
Equity compensation expense |
| 3,641 |
| 3,396 |
| 2,722 |
|
| 5,617 |
| 4,550 |
| 3,204 |
| ||||||
Accretion of fair market value adjustment of debt |
| (255 | ) | (463 | ) | (446 | ) |
| (1,018 | ) | (707 | ) | (89 | ) | ||||||
Loan procurement amortization expense - early repayment of debt |
| 414 |
| — |
| 8,167 |
| |||||||||||||
Equity in losses of real estate ventures |
| 1,151 |
| 745 |
| 281 |
| |||||||||||||
Changes in other operating accounts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Other assets |
| (427 | ) | 388 |
| 1,425 |
|
| (1,156 | ) | (2,125 | ) | (585 | ) | ||||||
Restricted cash |
| 3,889 |
| — |
| — |
|
| 567 |
| 3,545 |
| (853 | ) | ||||||
Accounts payable and accrued expenses |
| 1,437 |
| (1,797 | ) | (7 | ) |
| 4,564 |
| 6,899 |
| 2,634 |
| ||||||
Other liabilities |
| 227 |
| (747 | ) | (196 | ) |
| 1,095 |
| 154 |
| (678 | ) | ||||||
Net cash provided by operating activities |
| $ | 71,517 |
| $ | 62,214 |
| $ | 67,012 |
|
| $ | 142,862 |
| $ | 118,428 |
| $ | 84,327 |
|
|
|
|
|
|
|
|
| |||||||||||||
Investing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Acquisitions, additions and improvements to storage facilities |
| (104,441 | ) | (17,882 | ) | (30,738 | ) | |||||||||||||
Insurance settlements |
| — |
| — |
| 1,447 |
| |||||||||||||
Proceeds from sales of properties, net |
| 37,304 |
| 68,257 |
| 56,867 |
| |||||||||||||
Acquisitions of storage facilities |
| (181,612 | ) | (220,791 | ) | (445,320 | ) | |||||||||||||
Additions and improvements to storage facilities |
| (20,320 | ) | (22,395 | ) | (25,868 | ) | |||||||||||||
Development costs |
| (53,979 | ) | (4,227 | ) | — |
| |||||||||||||
Cash paid for remaining interest in real estate venture |
| — |
| (81,158 | ) | — |
| |||||||||||||
Investment in real estate venture, at equity |
| (157,461 | ) | — |
| (15,462 | ) | |||||||||||||
Cash distributed from real estate venture |
| — |
| 909 |
| — |
| |||||||||||||
Proceeds from sales of facilities, net |
| 123,780 |
| 52,630 |
| 44,460 |
| |||||||||||||
Proceeds from notes receivable |
| 20,112 |
| — |
| — |
|
| 5,192 |
| — |
| — |
| ||||||
Proceeds from sales to noncontrolling interests |
| — |
| 48,641 |
| — |
| |||||||||||||
Decrease (increase) in restricted cash |
| 2,242 |
| (164 | ) | (399 | ) | |||||||||||||
Net cash (used in) provided by investing activities |
| $ | (44,783 | ) | $ | 98,852 |
| $ | 27,177 |
| ||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Change in restricted cash |
| 1,476 |
| 3,096 |
| 90 |
| |||||||||||||
Net cash used in investing activities |
| $ | (282,924 | ) | $ | (271,936 | ) | $ | (442,100 | ) | ||||||||||
Financing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Proceeds from: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Unsecured senior notes |
| 247,488 |
| 249,638 |
| — |
| |||||||||||||
Revolving credit facility |
| 95,000 |
| 9,500 |
| 57,300 |
|
| 636,200 |
| 403,000 |
| 256,700 |
| ||||||
Secured term loans |
| — |
| 200,000 |
| 9,975 |
| |||||||||||||
Unsecured term loans |
| — |
| 100,000 |
| 400,000 |
| |||||||||||||
Mortgage loans and notes payable |
| — |
| 116,615 |
| — |
|
| — |
| — |
| 3,537 |
| ||||||
Principal payments on: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Revolving credit facility |
| (52,000 | ) | (181,500 | ) | (104,300 | ) |
| (642,600 | ) | (358,000 | ) | (299,700 | ) | ||||||
Unsecured term loans |
| — |
| (200,000 | ) | — |
|
| (100,000 | ) | — |
| (200,000 | ) | ||||||
Secured term loans |
| — |
| (57,419 | ) | — |
| |||||||||||||
Mortgage loans and notes payable |
| (196,205 | ) | (95,211 | ) | (12,526 | ) |
| (36,496 | ) | (236,340 | ) | (39,321 | ) | ||||||
Loan procurement costs |
| (4,400 | ) | (2,145 | ) | (5,484 | ) | |||||||||||||
Settlement of hedge transactions |
| — |
| (195 | ) | — |
| |||||||||||||
Proceeds from issuance of common shares, net |
| 47,573 |
| 170,852 |
| — |
|
| 100,290 |
| 102,079 |
| 204,019 |
| ||||||
Proceeds from issuance of preferred shares, net |
| — |
| — |
| 74,848 |
| |||||||||||||
Exercise of stock options |
| 194 |
| — |
| — |
|
| 3,710 |
| 1,629 |
| 121 |
| ||||||
Contributions from noncontrolling interests in subsidiaries |
| 15 |
| — |
| — |
|
| 831 |
| — |
| 1 |
| ||||||
Distributions paid to shareholders |
| (9,407 | ) | (6,736 | ) | (41,621 | ) | |||||||||||||
Cash paid for acquisition of noncontrolling interest |
| — |
| (61,113 | ) | — |
| |||||||||||||
Distributions paid to common shareholders |
| (59,159 | ) | (39,755 | ) | (27,849 | ) | |||||||||||||
Distributions paid to preferred shareholders |
| (6,008 | ) | (5,724 | ) | — |
| |||||||||||||
Distributions paid to noncontrolling interests in Operating Partnership |
| (482 | ) | (508 | ) | (3,656 | ) |
| (1,113 | ) | (1,454 | ) | (1,322 | ) | ||||||
Distributions paid to noncontrolling interest in subsidiaries |
| (4,591 | ) | (1,383 | ) | — |
|
| — |
| (2,686 | ) | (4,599 | ) | ||||||
Loan procurement costs |
| (3,708 | ) | (16,252 | ) | (134 | ) | |||||||||||||
Net cash (used in) financing activities |
| $ | (123,611 | ) | $ | (62,042 | ) | $ | (94,962 | ) | ||||||||||
|
|
|
|
|
|
|
| |||||||||||||
(Decrease) increase in cash and cash equivalents |
| (96,877 | ) | 99,024 |
| (773 | ) | |||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Net cash provided by financing activities |
| $ | 138,743 |
| $ | 148,934 |
| $ | 360,951 |
| ||||||||||
Change in cash and cash equivalents |
| (1,319 | ) | (4,574 | ) | 3,178 |
| |||||||||||||
Cash and cash equivalents at beginning of year |
| 102,768 |
| 3,744 |
| 4,517 |
|
| 4,495 |
| 9,069 |
| 5,891 |
| ||||||
Cash and cash equivalents at end of year |
| $ | 5,891 |
| $ | 102,768 |
| $ | 3,744 |
|
| $ | 3,176 |
| $ | 4,495 |
| $ | 9,069 |
|
|
|
|
|
|
|
|
| |||||||||||||
Supplemental Cash Flow and Noncash Information |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Cash paid for interest, net of interest capitalized |
| $ | 38,346 |
| $ | 43,764 |
| $ | 52,291 |
|
| $ | 43,130 |
| $ | 33,578 |
| $ | 33,265 |
|
Supplemental disclosure of noncash activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Acquisition related contingent consideration |
| $ | 1,777 |
| $ | — |
| $ | — |
| ||||||||||
Notes receivable originated upon disposition of property |
| $ | — |
| $ | 17,600 |
| $ | 2,612 |
| ||||||||||
Consolidation of real estate venture |
| $ | — |
| $ | 13,527 |
| $ | — |
| ||||||||||
Derivative valuation adjustment |
| $ | — |
| $ | 6,153 |
| $ | (4,608 | ) |
| $ | 8,902 |
| $ | (7,271 | ) | $ | (12,394 | ) |
Foreign currency translation adjustment |
| $ | (268 | ) | $ | 553 |
| $ | (1,281 | ) |
| $ | 56 |
| $ | 172 |
| $ | 151 |
|
Discount on issuance of unsecured senior notes |
| $ | 2,512 |
| $ | 362 |
| $ | — |
| ||||||||||
Mortgage loan assumption - acquisitions of storage facilities |
| $ | 8,866 |
| $ | 107,011 |
| $ | 21,827 |
|
See accompanying notes to the consolidated financial statements.
U-STORE-IT TRUSTCUBESMART, L.P. AND SUBSIDIARIES
(in thousands)
|
| December 31, |
| ||||
|
| 2013 |
| 2012 |
| ||
|
|
|
|
|
| ||
ASSETS |
|
|
|
|
| ||
Storage facilities |
| $ | 2,553,706 |
| $ | 2,443,022 |
|
Less: Accumulated depreciation |
| (398,536 | ) | (353,315 | ) | ||
Storage facilities, net (including VIE assets of $34,559 and $11,586) |
| 2,155,170 |
| 2,089,707 |
| ||
Cash and cash equivalents |
| 3,176 |
| 4,495 |
| ||
Restricted cash |
| 4,025 |
| 6,070 |
| ||
Loan procurement costs, net of amortization |
| 12,687 |
| 8,253 |
| ||
Investment in real estate venture, at equity |
| 156,310 |
| — |
| ||
Other assets, net |
| 27,256 |
| 41,794 |
| ||
Total assets |
| $ | 2,358,624 |
| $ | 2,150,319 |
|
|
|
|
|
|
| ||
LIABILITIES AND CAPITAL |
|
|
|
|
| ||
Unsecured senior notes |
| $ | 500,000 |
| $ | 250,000 |
|
Revolving credit facility |
| 38,600 |
| 45,000 |
| ||
Unsecured term loan |
| 400,000 |
| 500,000 |
| ||
Mortgage loans and notes payable |
| 200,218 |
| 228,759 |
| ||
Accounts payable, accrued expenses and other liabilities |
| 57,599 |
| 60,708 |
| ||
Distributions payable |
| 19,955 |
| 16,419 |
| ||
Deferred revenue |
| 12,394 |
| 11,090 |
| ||
Security deposits |
| 376 |
| 444 |
| ||
Total liabilities |
| 1,229,142 |
| 1,112,420 |
| ||
|
|
|
|
|
| ||
Limited Partnership interests of third parties |
| 36,275 |
| 47,990 |
| ||
|
|
|
|
|
| ||
Commitments and contingencies |
|
|
|
|
| ||
|
|
|
|
|
| ||
Capital |
|
|
|
|
| ||
Operating Partner |
| 1,103,290 |
| 1,009,587 |
| ||
Accumulated other comprehensive loss |
| (11,014 | ) | (19,796 | ) | ||
Total CubeSmart, L.P. capital |
| 1,092,276 |
| 989,791 |
| ||
Noncontrolling interests in subsidiaries |
| 931 |
| 118 |
| ||
Total capital |
| 1,093,207 |
| 989,909 |
| ||
Total liabilities and capital |
| $ | 2,358,624 |
| $ | 2,150,319 |
|
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, |
| |||||||
|
| 2013 |
| 2012 |
| 2011 |
| |||
|
|
|
|
|
|
|
| |||
REVENUES |
|
|
|
|
|
|
| |||
Rental income |
| $ | 281,250 |
| $ | 236,160 |
| $ | 188,249 |
|
Other property related income |
| 32,365 |
| 25,821 |
| 18,987 |
| |||
Property management fee income |
| 4,780 |
| 4,341 |
| 3,768 |
| |||
Total revenues |
| 318,395 |
| 266,322 |
| 211,004 |
| |||
OPERATING EXPENSES |
|
|
|
|
|
|
| |||
Property operating expenses |
| 118,222 |
| 103,488 |
| 87,570 |
| |||
Depreciation and amortization |
| 112,313 |
| 109,830 |
| 61,972 |
| |||
General and administrative |
| 29,563 |
| 26,131 |
| 24,693 |
| |||
Total operating expenses |
| 260,098 |
| 239,449 |
| 174,235 |
| |||
OPERATING INCOME |
| 58,297 |
| 26,873 |
| 36,769 |
| |||
OTHER (EXPENSE) INCOME |
|
|
|
|
|
|
| |||
Interest: |
|
|
|
|
|
|
| |||
Interest expense on loans |
| (40,424 | ) | (40,318 | ) | (32,787 | ) | |||
Loan procurement amortization expense |
| (2,058 | ) | (3,279 | ) | (5,028 | ) | |||
Loan procurement amortization expense - early repayment of debt |
| (414 | ) | — |
| (8,167 | ) | |||
Acquisition related costs |
| (3,849 | ) | (3,086 | ) | (3,823 | ) | |||
Equity in losses of real estate ventures |
| (1,151 | ) | (745 | ) | (281 | ) | |||
Gain from remeasurement of investment in real estate venture |
| — |
| 7,023 |
| — |
| |||
Other |
| 8 |
| 256 |
| (83 | ) | |||
Total other expense |
| (47,888 | ) | (40,149 | ) | (50,169 | ) | |||
|
|
|
|
|
|
|
| |||
INCOME (LOSS) FROM CONTINUING OPERATIONS |
| 10,409 |
| (13,276 | ) | 13,400 | ) | |||
|
|
|
|
|
|
|
| |||
DISCONTINUED OPERATIONS |
|
|
|
|
|
|
| |||
Income from discontinued operations |
| 4,145 |
| 7,093 |
| 11,944 |
| |||
Gain from disposition of discontinued operations |
| 27,440 |
| 9,811 |
| 3,903 |
| |||
Total discontinued operations |
| 31,585 |
| 16,904 |
| 15,847 |
| |||
NET INCOME |
| 41,994 |
| 3,628 |
| 2,447 |
| |||
NET LOSS (INCOME) ATTRIBUTABLE TO NONCONTROLLING INTERESTS |
|
|
|
|
|
|
| |||
Noncontrolling interest in subsidiaries |
| 42 |
| (1,918 | ) | (2,810 | ) | |||
NET INCOME (LOSS) ATTRIBUTABLE TO CUBESMART L.P. |
| 42,036 |
| 1,710 |
| (363 | ) | |||
Operating Partnership interests of third parties |
| (588 | ) | 107 |
| (35 | ) | |||
NET INCOME (LOSS) ATTRIBUTABLE TO OPERATING PARTNER |
| 41,448 |
| 1,817 |
| (398 | ) | |||
Distribution to preferred unitholders |
| (6,008 | ) | (6,008 | ) | (1,218 | ) | |||
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON UNITHOLDERS |
| $ | 35,440 |
| $ | (4,191 | ) | $ | (1,616 | ) |
|
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per unit from continuing operations attributable to common unitholders |
| $ | 0.03 |
| $ | (0.17 | ) | $ | (0.16 | ) |
Basic earnings per unit from discontinued operations attributable to common unitholders |
| $ | 0.23 |
| $ | 0.14 |
| $ | 0.14 |
|
Basic earnings (loss) per unit attributable to common unitholders |
| $ | 0.26 |
| $ | (0.03 | ) | $ | (0.02 | ) |
|
|
|
|
|
|
|
| |||
Diluted earnings (loss) per unit from continuing operations attributable to common unitholders |
| $ | 0.03 |
| $ | (0.17 | ) | $ | (0.16 | ) |
Diluted earnings per unit from discontinued operations attributable to common unitholders |
| $ | 0.23 |
| $ | 0.14 |
| $ | 0.14 |
|
Diluted earnings (loss) per unit attributable to common unitholders |
| $ | 0.26 |
| $ | (0.03 | ) | $ | (0.02 | ) |
|
|
|
|
|
|
|
| |||
Weighted-average basic units outstanding |
| 135,191 |
| 124,548 |
| 102,976 |
| |||
Weighted-average diluted units outstanding |
| 137,742 |
| 124,548 |
| 102,976 |
| |||
|
|
|
|
|
|
|
| |||
AMOUNTS ATTRIBUTABLE TO COMMON UNITHOLDERS: |
|
|
|
|
|
|
| |||
Income (loss) from continuing operations |
| $ | 4,392 |
| $ | (20,689 | ) | $ | (16,734 | ) |
Total discontinued operations |
| 31,048 |
| 16,498 |
| 15,118 |
| |||
Net income (loss) |
| $ | 35,440 |
| $ | (4,191 | ) | $ | (1,616 | ) |
See accompanying notes to the consolidated financial statements.
CUBESMART, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
|
| Year Ended December 31, |
| |||||||
|
| 2013 |
| 2012 |
| 2011 |
| |||
|
|
|
|
|
|
|
| |||
NET INCOME |
| $ | 41,994 |
| $ | 3,628 |
| $ | 2,447 |
|
Other comprehensive income (loss): |
|
|
|
|
|
|
| |||
Unrealized gains (losses) on interest rate swaps |
| 2,636 |
| (13,548 | ) | (14,477 | ) | |||
Reclassification of realized losses on interest rate swaps |
| 6,266 |
| 6,082 |
| 2,083 |
| |||
Unrealized gain on foreign currency translation |
| 56 |
| 172 |
| 151 |
| |||
OTHER COMPREHENSIVE INCOME (LOSS) |
| 8,958 |
| (7,294 | ) | (12,243 | ) | |||
COMPREHENSIVE INCOME (LOSS) |
| 50,952 |
| (3,666 | ) | (9,796 | ) | |||
Comprehensive (income) loss attributable to Operating Partnership interests of third parties |
| (740 | ) | 445 |
| 503 |
| |||
Comprehensive loss (income) attributable to noncontrolling interest in subsidiaries |
| 18 |
| (1,927 | ) | (2,815 | ) | |||
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO OPERATING PARTNER |
| $ | 50,230 |
| $ | (5,148 | ) | $ | (12,108 | ) |
See accompanying notes to the consolidated financial statements.
CUBESMART, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CAPITAL
(in thousands)
|
| Number of |
| Number of |
| Operating Partner |
| Accumulated Other |
| Total Cubesmart |
| Noncontrolling |
| Total |
| Operating |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Balance at December 31, 2010 |
| 98,597 |
| — |
| $ | 725,337 |
| $ | (1,121 | ) | $ | 724,216 |
| $ | 41,192 |
| $ | 765,408 |
| $ | 45,145 |
|
Contributions from noncontrolling interest 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 |
|
|
| ||||||
Conversion from OP units to shares |
| 63 |
|
|
| 624 |
|
|
| 624 |
|
|
| 624 |
| (624 | ) | ||||||
Exercise of OP unit options |
| 24 |
|
|
| 121 |
|
|
| 121 |
|
|
| 121 |
|
|
| ||||||
Amortization of restricted OP units |
|
|
|
|
| 1,677 |
|
|
| 1,677 |
|
|
| 1,677 |
|
|
| ||||||
OP unit compensation expense |
|
|
|
|
| 1,527 |
|
|
| 1,527 |
|
|
| 1,527 |
|
|
| ||||||
Adjustment for Operating Partnership interests of third parties |
|
|
|
|
| (7,082 | ) |
|
| (7,082 | ) |
|
| (7,082 | ) | 7,082 |
| ||||||
Net (loss) income |
|
|
|
|
| (398 | ) |
|
| (398 | ) | 2,810 |
| 2,412 |
| 35 |
| ||||||
Other comprehensive (loss) income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Unrealized losses on interest rate swaps |
|
|
|
|
|
|
| (11,849 | ) | (11,849 | ) |
|
| (11,849 | ) | (545 | ) | ||||||
Unrealized gain on foreign currency translation |
|
|
|
|
|
|
| 139 |
| 139 |
| 5 |
| 144 |
| 7 |
| ||||||
Preferred OP unit distributions |
|
|
|
|
| (1,218 | ) |
|
| (1,218 | ) |
|
| (1,218 | ) |
|
| ||||||
Common OP 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 |
|
Issuance of common OP units, net |
| 7,900 |
|
|
| 102,079 |
|
|
| 102,079 |
|
|
| 102,079 |
|
|
| ||||||
Issuance of restricted OP units |
| 246 |
|
|
| 2 |
|
|
| 2 |
|
|
| 2 |
|
|
| ||||||
Conversion from OP units to shares |
| 1,380 |
|
|
| 19,247 |
|
|
| 19,247 |
|
|
| 19,247 |
| (19,247 | ) | ||||||
Exercise of OP unit options |
| 210 |
|
|
| 1,629 |
|
|
| 1,629 |
|
|
| 1,629 |
|
|
| ||||||
Amortization of restricted OP units |
|
|
|
|
| 3,352 |
|
|
| 3,352 |
|
|
| 3,352 |
|
|
| ||||||
OP unit compensation expense |
|
|
|
|
| 1,198 |
|
|
| 1,198 |
|
|
| 1,198 |
|
|
| ||||||
Acquisition of noncontrolling interest |
|
|
|
|
| (18,452 | ) |
|
| (18,452 | ) | (38,532 | ) | (56,984 | ) | (132 | ) | ||||||
Adjustment for Operating Partnership interests of third parties |
|
|
|
|
| (19,520 | ) |
|
| (19,520 | ) |
|
| (19,520 | ) | 19,520 |
| ||||||
Net income (loss) |
|
|
|
|
| 1,817 |
|
|
| 1,817 |
| 1,918 |
| 3,735 |
| (107 | ) | ||||||
Other comprehensive (loss) income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Unrealized losses on interest rate swaps |
|
|
|
|
|
|
| (7,124 | ) | (7,124 | ) |
|
| (7,124 | ) | (342 | ) | ||||||
Unrealized gain on foreign currency translation |
|
|
|
|
|
|
| 159 |
| 159 |
| 9 |
| 168 |
| 4 |
| ||||||
Preferred OP unit distributions |
|
|
|
|
| (6,008 | ) |
|
| (6,008 | ) |
|
| (6,008 | ) |
|
| ||||||
Common OP 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 |
|
Contributions from noncontrolling interests in subsidiaries |
|
|
|
|
|
|
|
|
|
|
| 831 |
| 831 |
|
|
| ||||||
Issuance of common OP units, net |
| 5,700 |
|
|
| 100,287 |
|
|
| 100,287 |
|
|
| 100,287 |
|
|
| ||||||
Issuance of restricted OP units |
| 301 |
|
|
| 3 |
|
|
| 3 |
|
|
| 3 |
|
|
| ||||||
Conversion from OP units to shares |
| 1,018 |
|
|
| 14,698 |
|
|
| 14,698 |
|
|
| 14,698 |
| (14,698 | ) | ||||||
Exercise of OP unit options |
| 514 |
|
|
| 3,710 |
|
|
| 3,710 |
|
|
| 3,710 |
|
|
| ||||||
Amortization of restricted OP units |
|
|
|
|
| 4,747 |
|
|
| 4,747 |
|
|
| 4,747 |
|
|
| ||||||
OP unit compensation expense |
|
|
|
|
| 870 |
|
|
| 870 |
|
|
| 870 |
|
|
| ||||||
Adjustment for Operating Partnership interests of third parties |
|
|
|
|
| (3,292 | ) |
|
| (3,292 | ) |
|
| (3,292 | ) | 3,292 |
| ||||||
Net income (loss) |
|
|
|
|
| 41,448 |
|
|
| 41,448 |
| (42 | ) | 41,406 |
| 588 |
| ||||||
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Unrealized gains on interest rate swaps |
|
|
|
|
|
|
| 8,751 |
| 8,751 |
|
|
| 8,751 |
| 151 |
| ||||||
Unrealized gain on foreign currency translation |
|
|
|
|
|
|
| 31 |
| 31 |
| 24 |
| 55 |
| 1 |
| ||||||
Preferred OP unit distributions |
|
|
|
|
| (6,008 | ) |
|
| (6,008 | ) |
|
| (6,008 | ) |
|
| ||||||
Common OP unit distributions |
|
|
|
|
| (62,760 | ) |
|
| (62,760 | ) |
|
| (62,760 | ) | (1,049 | ) | ||||||
Balance at December 31, 2013 |
| 139,328 |
| 3,100 |
| $ | 1,103,290 |
| $ | (11,014 | ) | $ | 1,092,276 |
| $ | 931 |
| $ | 1,093,207 |
| $ | 36,275 |
|
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, |
| |||||||
|
| 2013 |
| 2012 |
| 2011 |
| |||
Operating Activities |
|
|
|
|
|
|
| |||
Net income |
| $ | 41,994 |
| $ | 3,628 |
| $ | 2,447 |
|
Adjustments to reconcile net income to cash provided by operating activities: |
|
|
|
|
|
|
| |||
Depreciation and amortization |
| 117,074 |
| 118,573 |
| 73,702 |
| |||
Gain from disposition of discontinued operations |
| (27,440 | ) | (9,811 | ) | (3,903 | ) | |||
Gain from remeasurement of investment in real estate venture |
| — |
| (7,023 | ) | — |
| |||
Equity compensation expense |
| 5,617 |
| 4,550 |
| 3,204 |
| |||
Accretion of fair market value adjustment of debt |
| (1,018 | ) | (707 | ) | (89 | ) | |||
Loan procurement amortization expense - early repayment of debt |
| 414 |
| — |
| 8,167 |
| |||
Equity in losses of real estate ventures |
| 1,151 |
| 745 |
| 281 |
| |||
Changes in other operating accounts: |
|
|
|
|
|
|
| |||
Other assets |
| (1,156 | ) | (2,125 | ) | (585 | ) | |||
Restricted cash |
| 567 |
| 3,545 |
| (853 | ) | |||
Accounts payable and accrued expenses |
| 4,564 |
| 6,899 |
| 2,634 |
| |||
Other liabilities |
| 1,095 |
| 154 |
| (678 | ) | |||
Net cash provided by operating activities |
| $ | 142,862 |
| $ | 118,428 |
| $ | 84,327 |
|
Investing Activities |
|
|
|
|
|
|
| |||
Acquisitions of storage facilities |
| (181,612 | ) | (220,791 | ) | (445,320 | ) | |||
Additions and improvements to storage facilities |
| (20,320 | ) | (22,395 | ) | (25,868 | ) | |||
Development costs |
| (53,979 | ) | (4,227 | ) | — |
| |||
Cash paid for remaining interest in real estate venture |
| — |
| (81,158 | ) | — |
| |||
Investment in real estate venture, at equity |
| (157,461 | ) | — |
| (15,462 | ) | |||
Cash distributions from real estate venture |
| — |
| 909 |
| — |
| |||
Proceeds from sales of facilities, net |
| 123,780 |
| 52,630 |
| 44,460 |
| |||
Proceeds from notes receivable |
| 5,192 |
| — |
| — |
| |||
Change in restricted cash |
| 1,476 |
| 3,096 |
| 90 |
| |||
Net cash used in investing activities |
| $ | (282,924 | ) | $ | (271,936 | ) | $ | (442,100 | ) |
Financing Activities |
|
|
|
|
|
|
| |||
Proceeds from: |
|
|
|
|
|
|
| |||
Unsecured senior notes |
| 247,488 |
| 249,638 |
| — |
| |||
Revolving credit facility |
| 636,200 |
| 403,000 |
| 256,700 |
| |||
Unsecured term loans |
| — |
| 100,000 |
| 400,000 |
| |||
Mortgage loans and notes payable |
| — |
| — |
| 3,537 |
| |||
Principal payments on: |
|
|
|
|
|
|
| |||
Revolving credit facility |
| (642,600 | ) | (358,000 | ) | (299,700 | ) | |||
Unsecured term loans |
| (100,000 | ) | — |
| (200,000 | ) | |||
Mortgage loans and notes payable |
| (36,496 | ) | (236,340 | ) | (39,321 | ) | |||
Loan procurement costs |
| (4,400 | ) | (2,145 | ) | (5,484 | ) | |||
Settlement of hedge transactions |
| — |
| (195 | ) | — |
| |||
Proceeds from issuance of common OP units |
| 100,290 |
| 102,079 |
| 204,019 |
| |||
Proceeds from issuance of preferred OP units |
| — |
| — |
| 74,848 |
| |||
Exercise of OP unit options |
| 3,710 |
| 1,629 |
| 121 |
| |||
Contributions from noncontrolling interests in subsidiaries |
| 831 |
| — |
| 1 |
| |||
Cash paid for acquisition of noncontrolling interest |
| — |
| (61,113 | ) | — |
| |||
Distributions paid to common OP unitholders |
| (60,272 | ) | (41,209 | ) | (29,171 | ) | |||
Distributions paid to preferred OP unitholders |
| (6,008 | ) | (5,724 | ) | — |
| |||
Distributions paid to noncontrolling interests in subsidiaries |
| — |
| (2,686 | ) | (4,599 | ) | |||
Net cash provided by financing activities |
| $ | 138,743 |
| $ | 148,934 |
| $ | 360,951 |
|
Change in cash and cash equivalents |
| (1,319 | ) | (4,574 | ) | 3,178 |
| |||
Cash and cash equivalents at beginning of year |
| 4,495 |
| 9,069 |
| 5,891 |
| |||
Cash and cash equivalents at end of year |
| $ | 3,176 |
| $ | 4,495 |
| $ | 9,069 |
|
Supplemental Cash Flow and Noncash Information |
|
|
|
|
|
|
| |||
Cash paid for interest, net of interest capitalized |
| $ | 43,130 |
| $ | 33,578 |
| $ | 33,265 |
|
Supplemental disclosure of noncash activities: |
|
|
|
|
|
|
| |||
Consolidation of real estate venture |
| $ | — |
| $ | 13,527 |
| $ | — |
|
Derivative valuation adjustment |
| $ | 8,902 |
| $ | (7,271 | ) | $ | (12,394 | ) |
Foreign currency translation adjustment |
| $ | 56 |
| $ | 172 |
| $ | 151 |
|
Discount on issuance of unsecured senior notes |
| $ | 2,512 |
| $ | 362 |
| $ | — |
|
Mortgage loan assumption - acquisitions of storage facilites |
| $ | 8,866 |
| $ | 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”, “us” or the “Company”), is a self-administeredoperations conducted solely through CubeSmart, L.P. and self-managed real estate investment trust, or REIT, that specializes in acquiring, developing, managing and operating self-storage properties for business and personal use under month-to-month leases. The Company’s self-storage facilities (collectively, the “Properties”) are located in 26 states throughout the United States, and in the District of Columbia and the UK and are managed under one reportable segment: we own, operate, develop, manage and acquire self-storage facilities. The Company owns substantially all of its assets and conducts its operations through U-Store-It,subsidiaries. CubeSmart, L.P., a Delaware limited partnership (the “Operating Partnership”). The, operates through an umbrella partnership structure, with the Parent Company, isa Maryland REIT, as its sole general partner. In the sole genera l partner ofnotes to the consolidated financial statements, we use the terms the “Company,” “we,” or “our” to refer to the Parent Company and the Operating Partnership together, unless the context indicates otherwise. The Company’s self-storage facilities are located in 20 states throughout the United States and asthe District of Columbia and are presented under one reportable segment: the Company owns, operates, develops, manages and acquires self-storage facilities.
As of December 31, 20102013, the Parent Company owned a 95.4% interest in the Operating Partnership. The Company manages its owned assets through YSI Management, LLC (the “Management Company”), a wholly owned subsidiaryapproximately 98.4% of the Operating Partnership, and manages assets owned by third parties through Storage Asset Management, LLC, also a wholly owned subsidiarypartnership interests (“OP Units”) of the Operating Partnership. The Company owns four subsidiaries thatremaining OP Units, consisting exclusively of limited partner interests, are held by persons who contributed their interests in facilities to us in exchange for OP Units. Under the partnership agreement, these persons have electedthe right to be treated as taxable REIT subsidiaries.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 general, a taxable REIT subsidiary, which is treated as a corporation for U.S. federal income tax purposes, may perform non-customary services for tenants, hold assets thatlieu of delivering cash, however, the Parent Company, as the Operating Partnership’s general partner, may, at its option, choose to acquire any OP Units so tendered by issuing common shares in exchange for the tendered OP Units. If the Parent Company so chooses, its common shares will be exchanged for OP Units on a one-for-one basis. This one-for-one exchange ratio is subject to adjustment to prevent dilution. With each such exchange or redemption, the Parent Company’s percentage ownership in the Operating Partnership will increase. In addition, whenever the Parent Company issues common or other classes of its shares, it contributes the net proceeds it receives from the issuance to the Operating Partnership and the Operating Partnership issues to the Parent Company an equal number of OP Units or other partnership interests having preferences and rights that mirror the preferences and rights of the shares issued. This structure is commonly referred to as an umbrella partnership REIT 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 VIEs. When an entity is not deemed to be a VIE, the Company considers the provisions of additional FASB guidance to determine whether a general partner, or the general partners as a group, controls a limited partnership or similar entity when the limited partners have certain rights. The Company consolidates (i) entities that are VIEs and of which the Company is deemed to be the primary beneficiary, and (ii) entities that are non-VIEs which the Company controls and which the limited partners do not have the ability to diss olvedissolve or remove the Company without cause nor substantive participating rights.
Noncontrolling 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 theclassification 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 onaccounting for derivative financial instruments indexed to, and
potentially settled in, a Company’s own stock to evaluate whether the Company controls the actions or events necessary to issue the maximum number of shares that could be required to be delivered under share settlement of the contract. The guidance also requires that noncontrolling interests are adjusted each period so that the carrying value equals the greater of its carrying value based on the accumulation of historical cost or its redemption fair value.
The consolidated results of the Company include results attributable to units of the Operating Partnership that are not owned by the Company. These interests were issued in the form of 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, as the Company does not have the ability to settle in unregistered shares .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,interests, the Company hasOperating Partnership reflected these interests at their carryingredemption value as ofat December 31, 2010.2013, 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 $3.3 million at December 31, 2013. Disclosure of such redemption provisions is provided in note 12.
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. 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. 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.
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 im pactimpact 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. Ordinaryfacility. Acquisition 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. The costs to develop self-storage facilities are capitalized to construction in progress while the project is under development.
Purchase Price Allocation
When facilities are acquired, the purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed based on estimated fair values. When a portfolio of facilities is acquired, the purchase price is allocated to the individual facilities based upon the fair value determined using an income approach or a cash flow analysis using appropriate risk adjusted capitalization rates, which take into account the relative size, age and location of the individual facility along with current and projected occupancy and rental rate levels or appraised values, if available. Allocations to the individual assets and liabilities are based upon comparable market sales information for land, buildings and improvements and estimates of depreciated replacement cost of equipment.
In allocating the purchase price for an acquisition, the Company determines whether the acquisition includes intangible assets or liabilities. The Company allocates a portion of the purchase price to an intangible asset 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 aboveabove- or
below-market lease intangibles. To date, no intangible asset has been recorded for the value of tenantcustomer relationships, because the Company does not have any concentrations of significant tenantscustomers and the average tenantcustomer turnover is fairly frequent.
On April 28, 2010, the Company acquired 85 management contracts from United Stor-All Management, LLC (“United Stor-All”). The Company accounted for this acquisition as a business combination. The Company recorded the fair value of the assets acquired which includes the intangible value related to the management contracts as other assets, net on the Company’s consolidated balance sheet. The average estimated life of the intangible value of the management contracts is 56 months and the amortization expense that was recognized during 2010 was approximately $0.9 million.
During 2008, the Company acquired a self storage facility and allocated approximately $1.0 million to the intangible value of the in-place leases. This asset represented the value of in-place leases at the time of acquisition and was fully amortized at December 31, 2009.
During the year ended December 31, 2010, the Company acquired 12 self-storage facilities located throughout the United States. In connection with these acquisitions, the Company allocated a portion of the purchase price to the intangible value of in-place leases which aggregated $3.7 million. The estimated life of these in-place leases is 12 months and the amortization expense that was recognized during 2010 was approximately $0.7 million.
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 4039 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’sfacility’s basis is recoverable. If a property’sfacility’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 2010, 2009 and 2008.
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; 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. PropertiesFacilities classified as held for sale are reported at the lesser of carrying value or fair value less estimated costs to sell.
During 2010, the Company sold 16 self-storage facilities throughout California and North Carolina. During 2009, the Company sold 20 self-storage facilities, including one property that was held for sale as of December 31, 2008. These 2009 sales occurred in multiple states including California, Colorado, Florida, Louisiana, New Jersey, New Mexico and Ohio. During 2008, the Company sold 23 storage facilities in multiple states including Alabama, Florida, Louisiana, Mississippi, New Jersey, New York and Ohio. These sales have been accounted for as discontinued operations and, accordingly, the accompanying financial statements and notes reflect the results of operations of the storage facilities sold as discontinued operations (see Note 10).
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 were $24.5$17.3 million and $26.4$11.7 million at December 31, 20102013 and 2009,2012, respectively, and are reported net of accumulated amortization of $8.8$4.6 million and $8.0$3.4 million as of December 31, 20102013 and 2009,2012, respectively. The costs are amortized over the estimated life of the related debt using the effective interest method and reported as loan procurement amortization expense.
Other Assets
Other assets consist primarilyare comprised of accounts receivable from tenants, prepaid expenses and intangible assets. Accounts receivable were $3.2 million and $2.3 millionthe following as of December 31, 20102013 and 2009, respectively. The Company recorded an allowance of approximately $0.6 million and $0.4 million, respectively, related to accounts receivable as of December 31, 2010 and 2009. The net carrying value of intangible assets as of December 31, 2010 was $8.1 million.2012 (in thousands):
|
| December 31, |
| ||||
|
| 2013 |
| 2012 |
| ||
|
|
|
|
|
| ||
Intangible assets, net of accumulated amortization |
| $ | 9,463 |
| $ | 21,670 |
|
Deposits on future settlements |
| 1,287 |
| — |
| ||
Accounts receivable |
| 4,957 |
| 10,209 |
| ||
Prepaid insurance |
| 1,304 |
| 1,805 |
| ||
Prepaid real estate taxes |
| 1,893 |
| 1,556 |
| ||
Other |
| 8,352 |
| 6,554 |
| ||
|
|
|
|
|
| ||
Total |
| $ | 27,256 |
| $ | 41,794 |
|
Notes Receivable
As of December 31, 2009, notes receivable of $20.1 million included three promissory notes originated in conjunction withvarious 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. All promissory notes were repaid during 2010.
Environmental Costs
Our practice is to conduct or obtain environmental assessments in connection with the acquisition or development of additional facilities. Whenever the environmental assessment for one of our facilities indicates that a facility is impacted by soil or groundwater contamination from prior owners/operators or other sources, we will work with our environmental consultants and where appropriate, state governmental agencies, to ensure that the facility is either cleaned up, that no cleanup is necessary because the low level of contamination poses no significant risk to public health or the environment, or that the responsibility for cleanup rests with a third party.
Revenue Recognition
Management has determined that all of our leases are operating leases. Rental income is recognized in accordance with the terms of the leases, which generally are month-to-month.
The Company recognizes gains onfrom disposition of propertiesfacilities only upon closing in accordance with the guidance on sales of real estate. Payments received from purchasers prior to closing are recorded as deposits. Profit on real estate sold is recognized using the full accrual method upon closing when the collectability of the sales price is reasonably assured and the Company is not obligated to perform significant activities after the sale. Profit may be deferred in whole or part until the sale meets the requirements of profit recognition on sales under this guidance.
Advertising and Marketing Costs
The Company incurs advertising and marketing costs primarily attributable to internet marketing campaigns and other media advertisements. The Company incurred $6.6$7.6 million, $6.5$8.1 million and $6.5$6.9 million in advertising and marketing expenses for the years ended 2010, 20092013, 2012 and 2008,2011, respectively.
Equity Offering Costs
Underwriting discounts and commissions, financial advisory fees and offering costs are reflected as a reduction to additional paid-in capital. For the years ended December 31, 2013, 2012 and 2011, the Company recognized $1.8 million, $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 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 $0.9 million for the year ended December 31, 2013, $0.2 million for the year ended December 31, 2012 and $0.1 million during each offor the yearsyear ended 2010, 2009 and 2008.December 31, 2011.
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. As of December 31, 2010, the Company had an interest rate cap agreement that effectively limited the LIBOR component of the interest rate on $150 million of credit facility borrowings to 1.50% per annum through January 2011. Additionally, the Company had interest rate swap agreements for notional pri ncipalprincipal amounts aggregating $300$400 million at December 31, 2008 that matured on November 20, 2009.2013 and 2012, which are included in accounts payable, accrued expenses and other liabilities.
Income Taxes
The Company has elected to be taxed as a real estate investment trust under Sections 856-860 of the Internal Revenue Code beginning withsince the period from October 21, 2004 (commencementCompany’s commencement of operations) through December 31,operations in 2004. In management’s opinion, the requirements to maintain these elections are being met. Accordingly, no provision for federal income taxes has been reflected in the consolidated financial statements other than for operations conducted through our taxable REIT subsidiaries.
Earnings and profits, which determine the taxability of distributions to shareholders, differ from net income reported for financial reporting purposes due to differences in cost basis, the estimated useful lives used to compute depreciation, and the allocation of net income and loss for financial versus tax reporting purposes. The net tax basis in the Company’s assets was $1.5$2.2 billion as of December 31, 20102013 and $1.3$1.9 billion as of December 31, 2009.2012.
Distributions to shareholders are usually taxable as ordinary income, although a portion of the distribution may be designated as capital gain or may constitute a tax-free return of capital. Annually, the Company provides each of its shareholders a statement detailing the tax characterization of dividends paid during the preceding year as ordinary income, capital gain or return of capital. The characterization of the Company’s distributionsdividends for 2010 was 100%2013 consisted of a 55.9082% ordinary income dividends.distribution and a 44.0918% capital gain distribution from earnings and profits.
Distributions to 7.75% Series A Cumulative Redeemable Preferred Shareholders are usually taxable as ordinary income, although a portion of the distribution may be designated as capital gain or may constitute a tax-free return of capital. Annually, the Company provides each of its shareholders a statement detailing preferred distributions paid during the preceding year and their characterization as ordinary income, capital gain or return of capital. The characterization of our preferred dividends for 2013 consisted of a 65.7893% ordinary income distribution and a 34.2107% capital gain distribution from earnings and profits.
The Company is subject to a 4% federal excise tax if sufficient taxable income is not distributed within prescribed time limits. The excise tax equals 4% of the annual amount, if any, by which the sum of (a) 85% of the Company’s ordinary income, 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 2010, 2009,2013, 2012, or 2008.2011.
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 related to expenses which are deductible for tax purposes in future periods of $0.3$0.7 million and $0.5 million, respectively, as of December 31, 20102013 and 2009.2012.
Earnings per Share and Unit
Basic earnings per share isand unit are calculated based on the weighted average number of common shares and restricted shares outstanding during the period. Diluted earnings per share and unit is calculated by further adjusting for the dilutive impact of share options, unvested restricted shares and contingently issuable shares outstanding during the period using the treasury stock method. Potentially dilutive securities calculated under the treasury stock method of 1,177,000, 547,000were 2,551,000, 2,000,000 and 94,0001,378,000 in 2010, 20092013, 2012 and 2008, respectively,2011, respectively. The amounts in 2012 and 2011 were not included in the calculation of diluted earnings per share and unit, as they were identified as anti-dilutive.the impact of inclusion was anti-dilutive for those years.
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 1.552371.657413 and 1.622 121.625924 U.S. Dollars per Pound at December 31, 20102013 and December 31, 2009,2012, respectively, and an average exchange rate of 1.545761.588598, 1.585074 and 1.564761.603770 U.S. Dollars per Pound for the years ended December 31, 20102013, 2012 and 2011, respectively. Accordingly, the Company recorded an unrealized gain on foreign currency translation of $0.1 million for the year ended December 31, 2009, respectively.2013 and $0.2 million for each of the years ended December 31, 2012 and 2011.
Investments in Unconsolidated Real Estate Ventures
The Company accounts for its investments in unconsolidated real estate ventures under the equity method of accounting. Under the equity method, investments in unconsolidated joint ventures are recorded initially at cost, as investments in real estate ventures, and subsequently adjusted for equity in earnings (losses), cash contributions, less distributions. On a periodic basis, management also assesses whether there are any indicators that the value of the Company’s investments in unconsolidated real estate ventures may be other than temporarily impaired. An investment is impaired only if the fair value of the investment is less than the carrying value of the investment and the decline is other than temporary. To the extent impairment 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.
Recent Accounting Pronouncements
In February 2013, the Financial Accounting Standards Board (“FASB”) issued an amendment to the accounting standard for the reporting of amounts reclassified out of accumulated other comprehensive income (“AOCI”). 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 guidanceamendment requires entities to provide more information regarding salesdisclose for items reclassified out of securitized financial assetsAOCI and similar transactions, particularly ifinto net income in their entirety, the entity has continuing exposureeffect of the reclassification on each affected income statement line item and for AOCI items that are not reclassified in their entirety into net income, a cross reference to the risks related to transferred financial assets. It also eliminates the conceptother required GAAP disclosures. This amendment became effective for fiscal years and interim periods beginning after December 15, 2012. The adoption of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets and requires additional disclosures. The applicationthis guidance in 2013 did not have ana material impact on ourthe Company’s consolidated financial position or results of operations or cash flows.as its impact was limited to disclosure requirements (see note 9).
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 posit ion, results of operations or cash flows.
Concentration of Credit Risk
The Company’s storage facilities are located in major metropolitan and rural areas and have numerous tenantscustomers per facility. No single tenantcustomer represents a significant concentration of our revenues. The facilities in New York, Florida, Texas, and California provided total revenues of approximately 17%, 15%, 10% and 9%, respectively, for the year ended December 31, 2013. The facilities in New York, Florida, California, and Texas provided total revenues of approximately 16%, 15%, 10% and 10%, respectively, for the year ended December 31, 2012. The facilities in Florida, California, Texas and Illinois provided total revenues of approximately 18%17%, 15%12%, 10% and 7%, respectively, for the yearsyear ended December 31, 2010 and 2009.
3. STORAGE FACILITIES
The following summarizes the real estate assets of the Company as of December 31, 2010 and December 31, 2009:
|
| December 31, |
| December 31, |
| ||
|
| 2010 |
| 2009 |
| ||
|
| (in thousands) |
| ||||
Land |
| $ | 374,569 |
| $ | 369,842 |
|
Buildings and improvements |
| 1,273,938 |
| 1,243,047 |
| ||
Equipment |
| 93,571 |
| 157,452 |
| ||
Construction in progress |
| 943 |
| 4,201 |
| ||
Total |
| 1,743,021 |
| 1,774,542 |
| ||
Less accumulated depreciation |
| (314,530 | ) | (344,009 | ) | ||
Storage facilities — net |
| $ | 1,428,491 |
| $ | 1,430,533 |
|
The Company completed the following acquisitions, dispositions and consolidations for the years ended December 31, 2010, 2009 and 2008:2011.
Facility/Portfolio |
| Location |
| Transaction Date |
| Number of Facilities |
| Purchase / Sales |
| |
|
|
|
|
|
|
|
|
|
| |
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 amd NC |
| December 2010 |
| 15 |
| 35,000 |
| |
|
|
|
|
|
| 16 |
| $ | 38,100 |
|
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 1 |
| 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 2 |
| 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 |
|
3. STORAGE FACILITIES
The book value of the Company’s real estate assets is summarized as follows:
|
| December 31, |
| ||||
|
| 2013 |
| 2012 |
| ||
|
| (in thousands) |
| ||||
Land |
| $ | 465,680 |
| $ | 462,626 |
|
Buildings and improvements |
| 1,888,823 |
| 1,828,388 |
| ||
Equipment |
| 158,000 |
| 143,836 |
| ||
Construction in progress |
| 41,203 |
| 8,172 |
| ||
Storage facilities |
| 2,553,706 |
| 2,443,022 |
| ||
Less accumulated depreciation |
| (398,536 | ) | (353,315 | ) | ||
Storage facilities, net |
| $ | 2,155,170 |
| $ | 2,089,707 |
|
The following table summarizes the Company’s acquisition and disposition activity for the years ended December 31, 2013, 2012 and 2011:
Facility/Portfolio |
| Location |
| Transaction Date |
| Number of |
| Purchase / Sale Price |
| |
|
|
|
|
|
|
|
|
|
| |
2013 Acquisitions: |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| |
Gilbert Asset |
| Gilbert, AZ |
| March 2013 |
| 1 |
| $ | 6,900 |
|
Evanston Asset |
| Evanston, IL |
| May 2013 |
| 1 |
| 8,300 |
| |
Delray Beach Asset |
| Delray Beach, FL |
| May 2013 |
| 1 |
| 7,150 |
| |
Miramar Asset |
| Miramar, FL |
| June 2013 |
| 1 |
| 9,000 |
| |
Stoneham Asset |
| Stoneham, MA |
| June 2013 |
| 1 |
| 10,600 |
| |
Maryland/New Jersey Assets |
| Multiple locations in MD and NJ |
| June 2013 |
| 5 |
| 52,400 |
| |
Staten Island Asset |
| Staten Island, NY |
| July 2013 |
| 1 |
| 13,000 |
| |
Lewisville Asset |
| Lewisville, TX |
| August 2013 |
| 1 |
| 10,975 |
| |
Chandler Asset |
| Chandler, AZ |
| September 2013 |
| 1 |
| 10,500 |
| |
Tempe Asset |
| Tempe, AZ |
| September 2013 |
| 1 |
| 4,300 |
| |
Clinton Asset |
| Clinton, MD |
| November 2013 |
| 1 |
| 15,375 |
| |
Katy Asset |
| Katy, TX |
| November 2013 |
| 1 |
| 9,700 |
| |
Richmond Asset |
| Richmond, TX |
| December 2013 |
| 1 |
| 10,497 |
| |
Dallas Asset |
| Dallas, TX |
| December 2013 |
| 1 |
| 6,925 |
| |
Elkridge Asset |
| Elkridge, MD |
| December 2013 |
| 1 |
| 8,200 |
| |
Fort Lauderdale Asset |
| Fort Lauderdale, FL |
| December 2013 |
| 1 |
| 6,000 |
| |
|
|
|
|
|
| 20 |
| $ | 189,822 |
|
|
|
|
|
|
|
|
|
|
| |
2013 Dispositions: |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| |
Texas/Indiana Assets |
| Multiple locations in TX and IN |
| March 2013 |
| 5 |
| $ | 11,400 |
|
Tennessee Assets |
| Multiple locations in TN |
| August 2013 |
| 8 |
| 25,000 |
| |
California/Tennessee/Texas Assets |
| Multiple locations in CA, TN and TX |
| October/November 2013 |
| 22 |
| 90,000 |
| |
|
|
|
|
|
| 35 |
| $ | 126,400 |
|
|
|
|
|
|
|
|
|
|
| |
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 20 | 12 | 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 |
| |
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 |
|
(a)The Company provided $17.6 million in seller financing to the buyer as part of the Boulder Assets disposition, which was subsequently repaid during 2010.
(b)Approximately one third of the Baton Rouge Asset was taken in conjunction with eminent domain proceedings. The Company continues to own and operate the remaining two thirds of the asset and include the asset in the Company’s total portfolio property count.
(c)The entirety of the North H Street Asset was taken in conjunction with eminent domain proceedings and the Company removed this asset from its total portfolio asset count. The Company expects to finalize compensatory terms with the State of California in 2011.
Facility/Portfolio |
| Location |
| Transaction Date |
| Number of |
| Purchase / Sale Price |
|
|
|
|
|
|
|
|
|
|
|
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 |
| 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 |
|
4. ACQUISITIONSINVESTMENT ACTIVITY
On April 28, 2010,2013 Acquisitions
During 2013, the Company acquired 85 management contracts from United Stor-All Management, LLC (“United Stor-All”). The Company accounted for this acquisition as a business combination. The 85 management contracts relate to20 self-storage facilities located in 16 statesthroughout the United States for an aggregate purchase price of approximately $189.8 million. In connection with these acquisitions, the Company allocated a portion of the purchase price to the intangible value of in-place leases which aggregated $13.5 million. The estimated life of these in-place leases was 12 months and the Districtamortization expense that was recognized during the year ended December 31, 2013 was approximately $5.3 million. In connection with one of Columbia. Thethe acquired facilities, the Company assumed mortgage debt, and recorded the debt at a fair value of $8.9 million, which included an outstanding principal balance totaling $8.5 million and a net premium of $0.4 million in addition to the face value of the assumed debt to reflect the fair value of the assetsdebt at the time of assumption.
The following table summarizes the Company’s revenue and earnings of the 2013 and 2012 acquisitions from the respective acquisition dates in the year they were acquired, which includesincluded in the intangible value relatedconsolidated statements of operations for the years ended December 31, 2013 and 2012:
|
| Year ended December 31, |
| ||||
|
| 2013 |
| 2012 |
| ||
|
| (in thousands) |
| ||||
Total revenue |
| $ | 7,048 |
| $ | 19,028 |
|
Net loss |
| (4,228 | ) | (11,464 | ) | ||
Development
During the second quarter of 2013, the Company entered into contracts for the construction of a self-storage facility located in Bronx, NY. Construction is expected to be completed during the management contracts as other assets, netfirst quarter of 2014. At December 31, 2013, development costs for this project totaled $15.6 million. These costs are capitalized to construction in progress while the project is under development and are reflected in Storage facilities on the Company’s consolidated balance sheet. Thesheets.
During 2012, the Company commenced construction of 5 Old Lancaster Road located in Malvern, PA, a suburb of Philadelphia. Upon completion, the mixed-use facility will be comprised of rentable storage space and office space for the Company’s estimatecorporate headquarters. During the fourth quarter of 2013, the Company relocated its corporate headquarters to 5 Old Lancaster Road. Construction is expected to be completed on the portion of the fair valuebuilding comprised of rentable storage space during the acquired assetsfirst quarter of 2014. At December 31, 2013 and liabilities utilized Level 3 inputs2012, development costs for this mixed-use project totaled $21.4 million and considered$4.7 million, respectively.
During the probabilityfourth quarter of 2013, the expected periodCompany entered into contracts under newly-formed joint ventures for the contracts would remainconstruction of three self-storage facilities located in place, including estimated renewal periods,New York and the amount of the discounted estimated future contingent paymentsone self-storage facility located in Virginia (see note 12). Construction for all projects is expected to be made. The Company paid $4.1 millioncompleted during 2015. At December 31, 2013, development costs for these projects totaled $16.9 million. These costs are capitalized to construction in cash forprogress while the c ontractsprojects are under development and recognized $1.8 millionare reflected in contingent consideration. The Company records changes in the fair value of the contingent consideration liability in earnings. The Company has recognized $0.9 million of amortization during 2010. The Company expensed $0.3 million in transaction related costs during the quarter ended June 30, 2010 that are included in acquisition related costsStorage facilities on the Company’s consolidated statement of operations. The average estimated life of the intangible value of the management contracts is 56 months.balance sheets.
2012 Acquisitions
During 2012, as part of the quarter ended March 31, 2008,$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 facilities with a self storage facilitypurchase price of approximately $201.9 million. The six facilities purchased are located in New York and Connecticut. In connection with the acquisitions, the Company allocated approximately $1.0 milliona portion of the purchase price to the intangible value of in-place leases which aggregated $12.3 million. The estimated life of these in-place leases was 12 months and the in-place leases. This asset representedamortization expense that was recognized during 2013 and 2012 was approximately $4.4 million and $7.9 million, respectively. In connection with the six acquired facilities, the Company assumed mortgage debt, and recorded the debt at a fair value of in-place leases$93.1 million, which included an outstanding principal balance totaling $88.9 million and a net premium of $4.2 million in addition to the face value of the assumed debt to reflect the fair values of the debt at the time of acquisition. The estimated lifeassumption.
On September 28, 2012, the Company purchased, from its joint venture partner, the remaining 50% ownership in a partnership that owned nine storage facilities in Pennsylvania, Virginia, New York, New Jersey and Florida, collectively the HSRE Venture (“HSREV”), for cash of this asset at$21.7 million. In addition, upon taking control of these assets, the timeCompany repaid $59.3 million of acquisition was 12 months. The Company recognized amortization expensemortgage loans related to this asset of $0.1 million and $0.9 million during 2009 and 2008, respectively.
During 2010,the facilities. Following the purchase, the Company acquired 12 selfwholly owned the nine storage facilities which were unencumbered and had a fair value of $102 million at acquisition. In connection with this acquisition, the Company allocated an aggregatea portion of approximately $3.7 millionthe fair value to the intangible value of in-place leases which aggregated $8.3 million. The estimated life of these in-place leases was 12 months and the in-place leases. These assets representamortization expense that was recognized during 2013 and 2012 was approximately $6.2 million and $2.1 million, respectively.
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 purchase price to the intangible value of in-place leases which aggregated $13.2 million. The estimated life of these in-place leases was 12 months and the amortization expense that was recognized during 2013 and 2012 was approximately $8.4 million and $4.8 million, respectively. In connection with two of the acquired facilities, the Company assumed mortgage debt, and recorded the debt at a fair value of $13.9 million, which included an outstanding principal balance totaling $13.4 million and a net premium of $0.5 million in addition to the face value of the assumed debt to reflect the fair values of the debt at the time of acquisition. The Company recognized amortization expense related to these assets of $0.7 million during 2010.
Refer to Note 3 for facility details of the 2010, 2009 and 2008 acquisitions.assumption.
5. SECURED CREDIT FACILITY,INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES
On December 10, 2013, the Company acquired a 50% ownership interest in 35 self-storage facilities located in Texas (34) and North Carolina (1) through a newly-formed joint venture (“HHF”). HHF paid $315.7 million for these facilities. The Company and the unaffiliated joint venture partner, collectively the “HHF Partners,” each contributed cash equal to 50% of the capital required to fund the acquisition. HHF was not consolidated as the entity was not determined to be a VIE and the HHF Partners have equal ownership and voting rights in the entity. The Company accounts for its unconsolidated interest in the real estate venture using the equity method. The Company’s investment in HHF is included in Investment in real estate venture, at equity on the Company’s consolidated balance sheets and earnings attributed to HHF are presented in Equity in losses of real estate ventures on the Company’s consolidated statements of operations.
On September 26, 2011, the Company contributed $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 accounted for the unconsolidated interests in its real estate venture 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 explained in note 4, 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 facilities. As noted above, the Company previously accounted for its investment in HSREV using the equity method. As a result, the Company’s original 50% interest was remeasured during 2012 and the Company recorded a gain of approximately $7.0 million, which is reflected in Gain from 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 HHF venture as of December 31, 2013 (in thousands):
|
| December 31, |
| |
|
| 2013 |
| |
Assets |
|
|
| |
Net property |
| $ | 313,622 |
|
Other assets |
| 623 |
| |
Total Assets |
| $ | 314,245 |
|
|
|
|
| |
Liabilities and equity |
|
|
| |
Other liabilities |
| $ | 1,625 |
|
Debt |
| — |
| |
Equity: |
|
|
| |
CubeSmart |
| 156,310 |
| |
Joint venture partner |
| 156,310 |
| |
Total Liabilities and equity |
| $ | 314,245 |
|
There were no unconsolidated real estate venture assets at December 31, 2012.
The following is a summary of results of operations of the real estate ventures for the years ended December 31, 2013, 2012 and 2011 (in thousands).
|
| Year ended December 31, |
| |||||||
|
| 2013 |
| 2012 |
| 2011 |
| |||
|
|
|
|
|
|
|
| |||
Revenue |
| $ | 1,600 |
| $ | 7,229 |
| $ | 9,354 |
|
Operating expenses |
| 1,742 |
| 3,010 |
| 3,879 |
| |||
Interest expense, net |
| — |
| 2,690 |
| 3,969 |
| |||
Depreciation and amortization |
| 2,160 |
| 2,691 |
| 4,115 |
| |||
Net loss |
| (2,302 | ) | (1,162 | ) | (2,609 | ) | |||
Company’s share of net loss |
| (1,151 | ) | (745 | ) | (281 | ) | |||
The results of operations above include the periods from December 13, 2013 (date of acquisition) through December 31, 2013 for HHF, and the periods from September 26, 2011 (date of acquisition) through September 28, 2012 for HSREV, the date of the Company’s acquisition of the remaining 50% interest.
6. UNSECURED SENIOR NOTES
On December 17, 2013, the Operating Partnership issued $250 million in aggregate principal amount of 4.375% unsecured senior notes due December 15, 2023 (the “2023 Senior Notes”). On June 26, 2012, the Operating Partnership issued $250 million in aggregate principal amount of unsecured senior notes due July 15, 2022 (the “2022 Senior Notes”) which bear interest at a rate of 4.80%. The 2023 Senior Notes along with the 2022 Senior Notes are collectively referred to as the “Senior Notes.” The indenture under which the Senior Notes were issued restricts the ability of the Operating Partnership and its subsidiaries to incur debt unless the Operating Partnership and its consolidated subsidiaries comply with a leverage ratio not to exceed 60% and an interest coverage ratio of more than 1.5:1 after giving effect to the incurrence of the debt. The indenture also restricts the ability of the Operating Partnership and its subsidiaries to incur secured debt unless the Operating Partnership and its consolidated subsidiaries comply with a secured debt leverage ratio not to exceed 40% after giving effect to the incurrence of the debt. The indenture also contains other financial and customary covenants, including a covenant not to own unencumbered assets with a value less than 150% of the unsecured indebtedness of the Operating Partnership and its consolidated subsidiaries. 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,June 20, 2011, the Company and its Operating Partnership entered into a three-year, $450 million senior secured credit facility (the “Secured Credit Facility”), consisting of a $200 million securedan unsecured term loan and a $250 million secured revolving credit facility. The Secured Credit Facility was collateralized by mortgages on “borrowing base properties” (as defined in the Secured Credit Facility agreement). The Secured Credit Facility replaced the prior, three-year $450 million unsecured credit facility,agreement (the “Term Loan Facility”) which was entered into in November 2006, and consisted of a $200$100 million unsecured term loan with a five-year maturity (“Term Loan A”) and $250a $100 million in unsecured revolving loans. All borrowings under the unsecured credit facility were repaid in December 2009.
On September 29, 2010, the Company amended the Secured Credit Facility. The amended credit facility (the “Credit Facility”) consists of a $200 million unsecured term loan andwith a $250 million unsecured revolving credit facility. The Credit Facility has a three-year term expiring on December 7, 2013, is unsecured, and borrowings on the facility incur interest based on a borrowing spread based on the Company’s leverage levels plus LIBOR.seven-year maturity (“Term Loan B”). The Company incurred $2.5costs of $2.1 million in connection with executing this amendmentthe agreement and capitalized such costs as a component of loan procurement costs, net of amortization on the Company’s consolidated balance sheet.
AtOn December 31, 2010, $200.09, 2011, the Company entered into a credit facility (the “Credit Facility”) comprised of a $100 million of unsecured term loan borrowingsmaturing in December 2014 (“Term Loan C”); a $200 million unsecured term loan maturing in March 2017 (“Term Loan D”); and $43.0a $300 million of unsecured revolving facility maturing in December 2015 (“Revolver”). The Company incurred costs of $3.4 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.
On June 18, 2013, the Company amended both the Term Loan Facility and Credit Facility. With respect to the Term Loan Facility, among other things, the amendment extended the maturity and decreased the pricing of Term Loan A, while Term Loan B remained unchanged by the amendment. Pricing on the Term Loan Facility depends on the Company’s unsecured debt credit facility were outstandingratings. At the Company’s current Baa3/BBB- level, amounts drawn under Term Loan A are priced at 1.50% over LIBOR, with no LIBOR floor, while amounts drawn under Term Loan B are priced at 2.00% over LIBOR, with no LIBOR floor.
|
|
|
| Term Loan Facility |
| Term Loan Facility |
| ||||
|
| Amount |
| Maturity Date |
| LIBOR Spread |
| Maturity Date |
| LIBOR Spread |
|
Term Loan A |
| $100 million |
| June 2016 |
| 1.85 | % | June 2018 |
| 1.50 | % |
Term Loan B |
| $100 million |
| June 2018 |
| 2.00 | % | June 2018 |
| 2.00 | % |
With respect to the Credit Facility, among other things, the amendment extended the maturities of the Revolver and $207.0 million was available for borrowingTerm Loan D and decreased the pricing of the Revolver, Term Loan C and Term Loan D. Pricing on the Credit Facility depends on the Company’s unsecured debt credit ratings. At the Company’s current Baa3/BBB- level, amounts drawn under the Credit Facility. Revolver are priced at 1.60% over LIBOR, inclusive of a facility fee of 0.30%, with no LIBOR floor, while amounts drawn under Term Loan C and Term Loan D are priced at 1.50% over LIBOR, with no LIBOR floor.
|
|
|
| Credit Facility |
| Credit Facility |
| ||||
|
| Amount |
| Maturity Date |
| LIBOR Spread |
| Maturity Date |
| LIBOR Spread |
|
Revolver |
| $300 million |
| December 2015 |
| 1.80 | % | June 2017 |
| 1.60 | % |
Term Loan C (1) |
| $100 million |
| December 2014 |
| 1.75 | % | December 2014 |
| 1.50 | % |
Term Loan D |
| $200 million |
| March 2017 |
| 1.75 | % | January 2019 |
| 1.50 | % |
(1)On December 17, 2013, the Company repaid the $100 million balance under Term Loan C that was scheduled to mature in December 2014.
The Company incurred costs of $2.1 million in connection with amending the agreements and capitalized such costs as a component of loan procurement costs, net of amortization on the consolidated balance sheet. Unamortized costs, along with costs incurred in connection with the amendments, are amortized as an adjustment to interest expense over the remaining term of the modified facilities. In connection with the repayment of Term Loan C, the Company recognized loan procurement amortization expense — early repayment of debt of $0.4 million related to the write-off of unamortized loan procurement costs associated with the term loan.
As of December 31, 2010,2013, $200 million of unsecured term loan borrowings were outstanding under the Term Loan Facility, $200 million of unsecured term loan borrowings were outstanding under the Credit Facility, $38.6 million of unsecured revolving credit facility borrowings were outstanding under the Credit Facility and $261.2 million was available for borrowing on the unsecured revolving portion of the Credit Facility. The available balance under the unsecured revolving portion of the Credit Facility is reduced by an outstanding letter of credit of $0.2 million. In connection with a portion of the unsecured borrowings, the Company had interest rate swaps as of December 31, 2013 that fix 30-day LIBOR (see note 10). As of December 31, 2013, borrowings under the Credit Facility and Term Loan Facility, as amended and after giving effect to the interest rate swaps, had aan effective weighted average interest rate of 3.8%3.22%.
The Term Loan Facility and the term loans under the Credit Facility were fully drawn at December 31, 2013 and no further borrowings may be made under the 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 the Parent Company’s common shares in excess of the greater of (i) 95% of funds from operations, and (ii) such amount as may be necessary to maintain the Parent Company’s REIT status.
The Company is currently in compliance with all covenants.of its financial covenants and anticipates being in compliance with all of its financial covenants through the terms of the Credit Facility and Term Loan Facility.
6.8. MORTGAGE LOANS AND NOTES PAYABLE
The Company’s mortgage loans and notes payable are summarized as follows:
|
| Carrying Value as of: |
|
|
|
|
| ||||
|
| December 31, |
| December 31, |
| Effective |
| Maturity |
| ||
Mortgage Loan |
| 2010 |
| 2009 |
| Interest Rate |
| Date |
| ||
|
| (in thousands) |
|
|
|
|
| ||||
YSI 1 |
| $ | — |
| $ | 83,342 |
| 5.19 | % | May-10 |
|
YSI 4 |
| — |
| 6,065 |
| 5.25 | % | Jul-10 |
| ||
YSI 26 |
| — |
| 9,475 |
| 5.00 | % | Aug-10 |
| ||
YSI 25 |
| — |
| 7,975 |
| 5.00 | % | Oct-10 |
| ||
YSI 2 |
| — |
| 83,480 |
| 5.33 | % | Jan-11 |
| ||
YSI 12 |
| 1,477 |
| 1,520 |
| 5.97 | % | Sep-11 |
| ||
YSI 13 |
| 1,270 |
| 1,307 |
| 5.97 | % | Sep-11 |
| ||
YSI 6 |
| 76,137 |
| 77,370 |
| 5.13 | % | Aug-12 |
| ||
YASKY |
| 80,000 |
| 80,000 |
| 4.96 | % | Sep-12 |
| ||
YSI 14 |
| 1,759 |
| 1,812 |
| 5.97 | % | Jan-13 |
| ||
YSI 7 |
| 3,100 |
| 3,163 |
| 6.50 | % | Jun-13 |
| ||
YSI 8 |
| 1,771 |
| 1,808 |
| 6.50 | % | Jun-13 |
| ||
YSI 9 |
| 1,948 |
| 1,988 |
| 6.50 | % | Jun-13 |
| ||
YSI 17 |
| 4,121 |
| 4,246 |
| 6.32 | % | Jul-13 |
| ||
YSI 27 |
| 499 |
| 516 |
| 5.59 | % | Nov-13 |
| ||
YSI 30 |
| 7,316 |
| 7,567 |
| 5.59 | % | Nov-13 |
| ||
YSI 11 |
| 2,420 |
| 2,486 |
| 5.87 | % | Dec-13 |
| ||
USIFB |
| 3,726 |
| 3,834 |
| 4.80 | % | Dec-13 |
| ||
YSI 5 |
| 3,193 |
| 3,281 |
| 5.25 | % | Jan-14 |
| ||
YSI 28 |
| 1,555 |
| 1,598 |
| 5.59 | % | Feb-14 |
| ||
YSI 34 |
| 14,823 |
| 14,955 |
| 8.00 | % | Jun-14 |
| ||
YSI 37 |
| 2,210 |
| 2,244 |
| 7.25 | % | Aug-14 |
| ||
YSI 40 |
| 2,520 |
| 2,581 |
| 7.25 | % | Aug-14 |
| ||
YSI 44 |
| 1,095 |
| 1,121 |
| 7.00 | % | Sep-14 |
| ||
YSI 41 |
| 3,879 |
| 3,976 |
| 6.60 | % | Sep-14 |
| ||
YSI 38 |
| 3,973 |
| 4,078 |
| 6.35 | % | Oct-14 |
| ||
YSI 45 |
| 5,443 |
| 5,527 |
| 6.75 | % | Oct-14 |
| ||
YSI 46 |
| 3,430 |
| 3,486 |
| 6.75 | % | Oct-14 |
| ||
YSI 43 |
| 2,919 |
| 2,994 |
| 6.50 | % | Nov-14 |
| ||
YSI 48 |
| 25,270 |
| 25,652 |
| 7.25 | % | Nov-14 |
| ||
YSI 50 |
| 2,322 |
| 2,380 |
| 6.75 | % | Dec-14 |
| ||
YSI 10 |
| 4,091 |
| 4,166 |
| 5.87 | % | Jan-15 |
| ||
YSI 15 |
| 1,877 |
| 1,920 |
| 6.41 | % | Jan-15 |
| ||
YSI 20 |
| 62,459 |
| 64,258 |
| 5.97 | % | Nov-15 |
| ||
YSI 31 |
| 13,660 |
| 13,891 |
| 6.75 | % | Jun-19 | (a) | ||
YSI 35 |
| 4,499 |
| 4,499 |
| 6.90 | % | Jul-19 | (a) | ||
YSI 32 |
| 6,058 |
| 6,160 |
| 6.75 | % | Jul-19 | (a) | ||
YSI 33 |
| 11,370 |
| 11,570 |
| 6.42 | % | Jul-19 |
| ||
YSI 42 |
| 3,184 |
| 3,263 |
| 6.88 | % | Sep-19 | (a) | ||
YSI 39 |
| 3,931 |
| 3,991 |
| 6.50 | % | Sep-19 | (a) | ||
YSI 47 |
| 3,176 |
| 3,250 |
| 6.63 | % | Jan-20 | (a) | ||
Unamortized fair value adjustment |
| (24 | ) | 231 |
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
| ||
Total mortgage loans and notes payable |
| $ | 372,457 |
| $ | 569,026 |
|
|
|
|
|
|
| Carrying Value as of: |
|
|
|
|
| ||||
|
| December 31, |
| December 31, |
| Effective |
| Maturity |
| ||
Mortgage Loan |
| 2013 |
| 2012 |
| Interest Rate |
| Date |
| ||
|
| (in thousands) |
|
|
|
|
| ||||
YSI 7 |
| $ | — |
| $ | 2,962 |
| 6.50 | % | Jun-13 |
|
YSI 8 |
| — |
| 1,692 |
| 6.50 | % | Jun-13 |
| ||
YSI 9 |
| — |
| 1,862 |
| 6.50 | % | Jun-13 |
| ||
YSI 17 |
| — |
| 3,846 |
| 6.32 | % | Jul-13 |
| ||
YSI 27 |
| — |
| 461 |
| 5.59 | % | Nov-13 |
| ||
YSI 30 |
| — |
| 6,765 |
| 5.59 | % | Nov-13 |
| ||
USIFB |
| — |
| 7,221 |
| 3.57 | % | Dec-13 |
| ||
YSI 11 |
| — |
| 2,276 |
| 5.87 | % | Jan-14 |
| ||
YSI 5 |
| — |
| 3,001 |
| 5.25 | % | Jan-14 |
| ||
YSI 28 |
| — |
| 1,460 |
| 5.59 | % | Mar-14 |
| ||
YSI 10 |
| 3,839 |
| 3,928 |
| 5.87 | % | Jan-15 |
| ||
YSI 15 |
| 1,733 |
| 1,784 |
| 6.41 | % | Jan-15 |
| ||
YSI 52 |
| 4,548 |
| 4,721 |
| 5.63 | % | Jan-15 |
| ||
YSI 58 |
| 8,676 |
| 8,974 |
| 2.97 | % | Jan-15 |
| ||
YSI 29 |
| 12,853 |
| 13,060 |
| 3.69 | % | Aug-15 |
| ||
YSI 13 |
| 8,500 |
| — |
| 3.00 | % | Oct-15 |
| ||
YSI 20 |
| 56,373 |
| 58,524 |
| 5.97 | % | Nov-15 |
| ||
YSI 59 |
| 9,418 |
| 9,603 |
| 4.82 | % | Mar-16 |
| ||
YSI 60 |
| 3,670 |
| 3,725 |
| 5.04 | % | Aug-16 |
| ||
YSI 51 |
| 7,219 |
| 7,325 |
| 5.15 | % | Sep-16 |
| ||
YSI 35 |
| 4,274 |
| 4,373 |
| 6.90 | % | Jul-19 | (a) | ||
YSI 33 |
| 10,688 |
| 10,930 |
| 6.42 | % | Jul-19 |
| ||
YSI 26 |
| 8,945 |
| 9,102 |
| 4.56 | % | Nov-20 |
| ||
YSI 57 |
| 3,140 |
| 3,195 |
| 4.61 | % | Nov-20 |
| ||
YSI 55 |
| 24,145 |
| 24,502 |
| 4.85 | % | Jun-21 |
| ||
YSI 24 |
| 28,523 |
| 29,141 |
| 4.64 | % | Jun-21 |
| ||
Unamortized fair value adjustment |
| 3,674 |
| 4,326 |
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
| ||
Total mortgage loans and notes payable |
| $ | 200,218 |
| $ | 228,759 |
|
|
|
|
|
(a) These borrowings haveThis borrowing has a fixed interest rate for the first five years of theirthe term, whichand the rate then resets and remains constant over the final five years of the loan term.
As of December 31, 20102013 and 2009,2012, the Company’s mortgage loans payable were secured by certain of its self-storage facilities with net book values of approximately $540$371 million and $776$440 million, respectively. The following table represents the future principal payment requirements on the outstanding mortgage loans and notes payable at December 31, 20102013 (in thousands):
2011 |
| $ | 8,893 |
| ||||
2012 |
| 159,984 |
| |||||
2013 |
| 29,966 |
| |||||
2014 |
| 91,058 |
|
| $ | 5,214 |
| |
2015 |
| 60,095 |
|
| 95,397 |
| ||
2016 and thereafter |
| 22,485 |
| |||||
2016 |
| 21,342 |
| |||||
2017 |
| 1,915 |
| |||||
2018 |
| 2,026 |
| |||||
2019 and thereafter |
| 70,650 |
| |||||
Total mortgage payments |
| 372,481 |
|
| 196,544 |
| ||
Plus: Unamortized fair value adjustment |
| (24 | ) |
| 3,674 |
| ||
Total mortgage indebtedness |
| $ | 372,457 |
|
| $ | 200,218 |
|
The Company currently intends to fund its 2011 future2014 principal payment requirements from cash provided by operating activities.
7. 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 $51activities, new debt originations, and/or additional borrowings under our unsecured Credit Facility ($261.2 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% interest in HART. The Company is the managing partner of HART and the manager of the properties owned by HART in exchange for a market rate management fee.
The Company determined that HART is a variable interest entity, and that the Company is the primary beneficiary. Accordingly, the Company consolidates the assets, liabilities and results of operations of HART. The 50% interest that is owned by Heitman is reflected as noncontrolling interest in subsidiaries within permanent equity, separate from the Company’s equity on the consolidated balance sheets. At December 31, 2010, HART had total assets of $89.5 million, including $87.3 million of storage facilities, net and total liabilities of $2.3 million.
USIFB, LLP (“the Venture”) was formed to own, operate, acquire and develop self-storage facilities in England. The Company owns a 97% interest in the Venture through a wholly-owned subsidiary and the Venture commenced operations at two facilities in London, England during 2008. The Company determined that the Venture is a variable interest entity, and that the Company is the primary beneficiary. Accordingly, the Company consolidates the assets, liabilities and results of operations of the Venture. At December 31, 2010, the Venture had total assets of $11.3 million and total liabilities of $4.0 million including a mortgage loan of $3.7 million secured by storage facilities with a net book value of $3.5 million. At December 31, 2010, the Venture’s creditors had no recourse to the general credit of the Company.
Operating Partnership Ownership
The Company has followed the FASB guidance regarding the classification and measurement of redeemable securities. Under this guidance, securities that are redeemable for cash or other assets, at the option of the holder and not solely within the control of the issuer, must be classified outside of permanent equity. This classification results 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 redemption by delivery of its own shares, the Company considered the guidance regarding accounting for derivative financial instruments indexed to, and potentially settled in, a company’s own shares, to evaluate whether the Company controls the actions or events necessary to presume share settlement. The guidance also requires that noncontrolling interests classified outside of permanent equity be adjusted each period to the greater of the carrying value based on the accumulation of historical cost or the redemption 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 4.6% of all outstanding Operating Partnership unitsavailable as of December 31, 2010 and 4.9% of all outstanding Operating Partnership units as of December 31, 2009. The interests in the Operating Partnership represented by these units were a component of the consideration that the Company paid to acquire certain self-storage facilities. The holders of the units are limited partners in the Operating Partnership and have the right to require the Operating Partnership to redeem part or all of their units for, at the Company’s option, an equivalent number of common shares of the Company or cash based upon the fair value of an equivalent number of common shares of the Company. However, the partnership agreement contains certain provisions that could result in a settlement outside the control of the Company, as the Company does not have the ability to settle in unregistered shares. Accordingly, consistent with the guidance, the Company will record these noncontrolling interests outside of permanent equity in the consolidated balance sheets. Net income or loss related to these noncontrolling interests is excluded from net income or loss attributable to the Company in the consolidated statements of operations.
The per unit cash redemption amount would equal the average of the closing prices of the Company’s common shares on the New York Stock Exchange for the 10 trading days ending prior to the Company’s receipt of the redemption notice for the applicable unit. At December 31, 2010 and December 31, 2009, 4,737,136 and 4,809,636 units were outstanding, respectively, and the calculated aggregate redemption value of outstanding Operating Partnership units based upon the Company’s average closing share prices. Based on the Company’s evaluation of the redemption value of the redeemable noncontrolling interest, the Company has reflected these interests at their redemption value as of December 31, 2010, as the estimated redemption value exceeded their carrying value at December 31, 2010, by recording a $1.5 million increase to non-controlling interests w ith a corresponding decrease to shareholders’ equity. As of December 31, 2009, the carrying value of the noncontrolling interests exceeded the estimated redemption value so no adjustment was required.
8. RELATED PARTY TRANSACTIONS
Corporate Office Leases
Subsequent to its entry into lease agreements with related parties for office space, the Operating Partnership entered into sublease agreements with various unrelated tenants for the related office space. Each of these properties is part of Airport Executive Park, a 50-acre office and flex development located in Cleveland, Ohio, which is owned by 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 |
|
(1)Our Operating 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.
In addition to monthly rent, the office lease agreements provide that our Operating Partnership reimburse 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, 2010 and December 31, 2009 were approximately $0.5 million and $0.3 million, respectively.
Total future minimum rental payments due in accordance with the related party lease agreements and total future cash receipts due from our subtenants as of December 31, 2010 are as follows:
|
| Due to Related Party |
| Due from Subtenant |
| ||
|
| Amount |
| Amount |
| ||
|
| (in thousands) |
| ||||
|
|
|
|
|
| ||
2011 |
| $ | 475 |
| $ | 314 |
|
2012 |
| 475 |
| 314 |
| ||
2013 |
| 499 |
| 314 |
| ||
2014 |
| 499 |
| 315 |
| ||
|
| $ | 1,948 |
| $ | 1,257 |
|
Other
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 was recorded as a component of other assets. The Company sold the asset on September 10, 2010.2013).
9. FAIR VALUE OF FINANCIAL INSTRUMENTSACCUMULATED OTHER COMPREHENSIVE LOSS
The fair values of financial instruments, including cash and cash equivalents, accounts receivable and accounts payable approximates their respective book values at December 31, 2010 and 2009. The Company had fixed interest rate loans with a carrying value of $372.5 million and $569.0 million at December 31, 2010 and 2009, respectively. The estimated fair values of these fixed rate loans were $351.8 million and $530.7 million at December 31, 2010 and 2009, respectively. The Company had variable interest rate loans with a carrying value of $243.0 million and $200.0 million at December 31, 2010 and 2009, respectively. The estimated fair values of the variable interest rate loans approximate their carrying values due to their floating rate nature and market spreads. These estimates are based on discounted cash flow analyses assuming market intere st rates for comparable obligations at December 31, 2010 and 2009.
10. DISCONTINUED OPERATIONS
For the years ended December 31, 2010, 2009 and 2008, discontinued operations relates to 16 properties that the Company sold during 2010, 20 properties that the Company sold during 2009 (one of which was held-for-sale at December 31, 2008), and 23 properties that the Company sold during 2008 (see Note 3). Each of the sales during 2010, 2009, and 2008 resulted in the recognition of a gain, which in the aggregate totaled $1.8 million, $14.1 million, and $19.7 million, respectively.
The following table summarizes the revenue and expense informationchanges in accumulated other comprehensive loss by component for the period the Company owned the properties classified as discontinued operations during the yearsyear ended December 31, 2010, 2009 and 2008 (in2013 (dollars in thousands):
|
| Unrealized losses |
| Unrealized loss on |
| Total |
| |||
|
|
|
|
|
|
|
| |||
Balance at December 31, 2012 |
| $ | (18,973 | ) | $ | (823 | ) | $ | (19,796 | ) |
Other comprehensive gain before reclassifications |
| 2,591 |
| 31 |
| 2,622 |
| |||
Amounts reclassified from accumulated other comprehensive loss |
| 6,160 | (a) | — |
| 6,160 |
| |||
Net current-period other comprehensive income |
| 8,751 |
| 31 |
| 8,782 |
| |||
|
|
|
|
|
|
|
| |||
Balance at December 31, 2013 |
| $ | (10,222 | ) | $ | (792 | ) | $ | (11,014 | ) |
|
| For the year ended December 31, |
| |||||||
|
| 2010 |
| 2009 |
| 2008 |
| |||
|
|
|
|
|
|
|
| |||
REVENUES |
|
|
|
|
|
|
| |||
Rental income |
| $ | 5,707 |
| $ | 13,496 |
| $ | 23,775 |
|
Other property related income |
| 591 |
| 1,131 |
| 1,829 |
| |||
Total revenues |
| 6,298 |
| 14,627 |
| 25,604 |
| |||
OPERATING EXPENSES |
|
|
|
|
|
|
| |||
Property operating expenses |
| 2,581 |
| 5,352 |
| 9,499 |
| |||
Depreciation and amortization |
| 1,711 |
| 4,444 |
| 6,886 |
| |||
Total operating expenses |
| 4,292 |
| 9,796 |
| 16,385 |
| |||
OPERATING INCOME |
| 2,006 |
| 4,831 |
| 9,219 |
| |||
Income from discontinued operations |
| 2,006 |
| 4,831 |
| 9,219 |
| |||
Net gain on disposition of discontinued operations |
| 1,826 |
| 14,139 |
| 19,720 |
| |||
Income from discontinued operations |
| $ | 3,832 |
| $ | 18,970 |
| $ | 28,939 |
|
11. COMMITMENTS AND CONTINGENCIES
The Company currently owns one self-storage facility subject to a ground lease and five self-storage facilities having parcels of land that are subject to ground leases. The Company recorded ground rent expense of approximately $0.2 millionSee note 10 for eachadditional information about the effects of the years ended December 31, 2010, 2009 and 2008, respectively. Total future minimum rental payments under non-cancelable ground leases are $0.1 million for the years ended December 31, 2011 through December 31, 2014.
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.amounts reclassified.
12.10. 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 hed gehedge 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 sheetssheet at fair value and the related gains or losses are deferred in shareholders’ equity as Accumulated Other Comprehensive Loss.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 statementsstatement of operations realized and unrealized gains and losses in respect of the derivative.
F-22The following table summarizes the terms and fair values of the Company’s derivative financial instruments at December 31, 2013 and December 31, 2012, respectively (dollars in thousands):
Hedge |
|
|
| Notional |
|
|
|
|
|
|
| Year Ended December 31, |
| |||||
Product |
| Hedge Type (a) |
| Amount |
| Strike |
| Effective Date |
| Maturity |
| 2013 |
| 2012 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Swap |
| Cash flow |
| $ | 40,000 |
| 1.8025 | % | 6/20/2011 |
| 6/20/2016 |
| $ | (1,265 | ) | $ | (1,873 | ) |
Swap |
| Cash flow |
| $ | 40,000 |
| 1.8025 | % | 6/20/2011 |
| 6/20/2016 |
| (1,265 | ) | (1,875 | ) | ||
Swap |
| Cash flow |
| $ | 20,000 |
| 1.8025 | % | 6/20/2011 |
| 6/20/2016 |
| (632 | ) | (937 | ) | ||
Swap |
| Cash flow |
| $ | 75,000 |
| 1.3360 | % | 12/30/2011 |
| 3/31/2017 |
| (1,132 | ) | (2,378 | ) | ||
Swap |
| Cash flow |
| $ | 50,000 |
| 1.3360 | % | 12/30/2011 |
| 3/31/2017 |
| (752 | ) | (1,583 | ) | ||
Swap |
| Cash flow |
| $ | 50,000 |
| 1.3360 | % | 12/30/2011 |
| 3/31/2017 |
| (754 | ) | (1,583 | ) | ||
Swap |
| Cash flow |
| $ | 25,000 |
| 1.3375 | % | 12/30/2011 |
| 3/31/2017 |
| (380 | ) | (799 | ) | ||
Swap |
| Cash flow |
| $ | 40,000 |
| 2.4590 | % | 6/20/2011 |
| 6/20/2018 |
| (1,820 | ) | (3,433 | ) | ||
Swap |
| Cash flow |
| $ | 40,000 |
| 2.4725 | % | 6/20/2011 |
| 6/20/2018 |
| (1,842 | ) | (3,470 | ) | ||
Swap |
| Cash flow |
| $ | 20,000 |
| 2.4750 | % | 6/20/2011 |
| 6/20/2018 |
| (921 | ) | (1,734 | ) | ||
|
|
|
| $ | 400,000 |
|
|
|
|
|
|
| $ | (10,763 | ) | $ | (19,665 | ) |
Table of Contents(a)Hedging unsecured variable rate debt by fixing 30-day LIBOR.
The Company measures its derivative instruments at fair value and records them in the balance sheet as either an asset or liability. As of December 31, 2010,2013 and 2012, all derivative instruments were included in accounts payable, accrued expenses and other liabilities in the Company had anaccompanying 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 cap agreement that effectively limited the LIBOR componentswap reflects a reclassification of the interest rate on $150$6.2 million of credit facility borrowingsunrealized losses from accumulated other comprehensive loss as an increase to 1.50% per annum through January 2011.interest expense during 2013. The following table includes all other hedge activity during 2009 and 2010 (dollarsCompany estimates that $6.1 million will be reclassified as an increase to interest expense in thousands).2014.
Hedge |
|
|
| Notional |
|
|
|
|
|
|
| |
Product |
| Hedge Type |
| Amount |
| Strike |
| Effective Date |
| Maturity |
| |
|
|
|
|
|
|
|
|
|
|
|
| |
Swap |
| Cash flow |
| $ | 50,000 |
| 4.7725 | % | 8/24/2007 |
| 11/20/2009 |
|
Swap |
| Cash flow |
| 25,000 |
| 4.7160 | % | 9/4/2007 |
| 11/20/2009 |
| |
Swap |
| Cash flow |
| 25,000 |
| 2.3400 | % | 3/28/2008 |
| 11/20/2009 |
| |
Swap |
| Cash flow |
| 200,000 |
| 2.7625 | % | 5/28/2008 |
| 11/20/2009 |
| |
13.11. FAIR VALUE MEASUREMENTS
As stated in Note 2 “Summary of Significant Accounting Policies” on January 1, 2008, theThe Company adoptedapplies the methods of determining 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 financialFinancial assets and liabilities carried at fair value as of December 31, 20102013 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 |
| $ | — |
| $ | 10,763 |
| $ | — |
|
|
|
|
|
|
|
|
| |||
Total liabilities at fair value |
| $ | — |
| $ | 10,763 |
| $ | — |
|
Financial assets and liabilities carried at fair value as of December 31, 2012 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 |
| $ | — |
| $ | 19,665 |
| $ | — |
|
|
|
|
|
|
|
|
| |||
Total liabilities at fair value |
| $ | — |
| $ | 19,665 |
| $ | — |
|
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 2013 that would reduce the amount owed by the Company. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with the Company’s derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and the counterparties. However, as of December 31, 2013, the Company has assessed the significance of the effect of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.
During 2012, the Company recorded a nonrecurring Level 3 fair value measurement gain of approximately $7.0 million resulting from the remeasurement of its investment in HSREV (see note 5). 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 facility. 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 approximate their respective carrying values at December 31, 2013 and 2012. The aggregate carrying value of the Company’s debt was $1,138.8 million and $1,023.8 million at December 31, 2013 and 2012, respectively. The estimated fair value of the Company’s debt was $1,140.9 million and $1,017.3 million at December 31, 2013 and 2012, respectively. These estimates were based on a discounted cash flow analysis assuming market interest rates for comparable obligations at December 31, 2013 and 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 2009.credit spreads consistent with the maturity of the debt obligation with similar credit policies, which is classified within level 2 of the fair value hierarchy. Rates and credit spreads take into consideration general market conditions and maturity.
12. NONCONTROLLING INTERESTS
Interests in Consolidated Real Estate Joint Ventures
251 Jamaica Ave, LLC (“Jamaica Ave”) was formed to own, operate, and develop a self-storage facility in New York, NY. The Company owns a 51% interest in Jamaica Ave and 49% is owned by another member (“Jamaica Ave Member”). The facility is expected to commence operations during 2015. The Jamaica Ave member has an option to put its ownership interest in the venture to the Company for $12.5 million within a year after the construction of the facility is substantially complete. Additionally, the Company has a one-year option to call the ownership interest of Jamaica Ave Member for $12.5 million starting for a year period beginning on the second anniversary of the facility’s construction being substantially complete. The Company determined that Jamaica Ave is a variable interest entity, and that the Company is the primary beneficiary. Accordingly, the Company consolidates the assets, liabilities, and results of operations of Jamaica Ave. At December 31, 2013, Jamaica Ave had total assets of $6.3 million.
The Company formed two entities, collectively known as “SNL”, with a partner to own, operate and develop two self-storage facilities in the boroughs of New York, NY. The Company owns 90% of SNL and the facilities are expected to commence operations during 2015. The Company consolidates the assets, liabilities, and results of operations of SNL. At December 31, 2013, SNL had total assets of $3.8 million and total liabilities of $0.1 million.
Shirlington Rd, LLC (“SRLLC”) was formed to own, operate, and develop a self-storage facility in Northern Virginia. The Company owns a 90% interest in SRLLC and the facility is expected to commence operations during 2015. The Company consolidates the assets, liabilities, and results of operations of SRLLC. At December 31, 2013, SRLLC had total assets of $13.6 million and total liabilities of $9.1 million. The Company provided a $9.0 million loan secured by a mortgage on the real estate assets of SRLLC. The loan and any related interest was eliminated during consolidation.
USIFB, LLP (“USIFB”) was formed to own, operate, acquire and develop self-storage facilities in England. The Company owns a 97% interest in the USIFB through a wholly-owned subsidiary and USIFB commenced operations at two facilities in London, England during 2008. The Company determined that USIFB is a variable interest entity, and that the Company is the primary beneficiary. Accordingly, the Company consolidates the assets, liabilities and results of operations of USIFB. At December 31, 2013, USIFB had total assets of $11.8 million and total liabilities of $7.1 million. On December 31, 2013 the Company provided a $6.8 million (£4.1 million) loan secured by a mortgage on real estate assets of USIFB. The loan and any related interest was eliminated during consolidation.
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 facilities with an agreed upon value of approximately $102 million to such limited partnership. In exchange for its contribution of those facilities, the Company received a cash distribution from HART of approximately $51 million and retained a 50% interest in HART. The Company was the managing partner of HART and managed the facilities owned by HART in exchange for a market rate management fee. The Company determined that HART was a variable interest entity, and that the Company was the primary beneficiary. Accordingly, the Company consolidated the assets, liabilities and results of operations of HART. The 50% interest that was owned by Heitman was reflected as noncontrolling interest in subsidiaries within permanent equity, separate from the Company’s equity on the consolidated balance 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 Company wholly owns the facilities 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.
Operating Partnership Ownership
The Company follows guidance regarding the classification and measurement of redeemable securities. Under this guidance, securities that are redeemable for cash or other assets, at the option of the holder and not solely within the control of the issuer, must be classified outside of permanent equity/capital. This classification results in certain outside ownership interests being included as redeemable noncontrolling interests outside of permanent equity/capital in the consolidated balance sheets. The Company makes this determination based on terms in applicable agreements, specifically in relation to redemption provisions.
Additionally, with respect to redeemable ownership interests in the Operating Partnership held by third parties for which CubeSmart has a choice to settle the redemption by delivery of its own shares, the Operating Partnership considered the guidance regarding accounting for derivative financial instruments indexed to, and potentially settled in, a company’s own shares, to evaluate whether CubeSmart controls the actions or events necessary to presume share settlement. The guidance also requires that noncontrolling interests classified outside of permanent capital be adjusted each period to the greater of the carrying value based on the accumulation of historical cost or the redemption value.
Approximately 1.6% and 2.4% of the outstanding OP Units as of December 31, 2013 and December 31, 2012, respectively, were not owned by CubeSmart, the sole general partner. The interests in the Operating Partnership represented by these OP Units were a component of the consideration that the Operating Partnership paid to acquire certain self-storage facilities. The holders of the OP Units are limited partners in the Operating Partnership and have the right to require CubeSmart to redeem all or part of their OP Units for, at the general partner’s option, an equivalent number of common shares of CubeSmart or cash based upon the fair value of an equivalent number of common shares of CubeSmart. However, the partnership agreement contains certain provisions that could result in a settlement outside the control of CubeSmart and the Operating Partnership, as CubeSmart does not have the ability to settle in unregistered shares. Accordingly, consistent with the guidance, the Operating Partnership will record the OP Units owned by third parties outside of permanent capital in the consolidated balance sheets. Net income or loss related to the OP Units owned by third parties is excluded from net income or loss attributable to Operating Partner in the consolidated statements of operations.
At December 31, 2013 and 2012, 2,275,730 and 3,293,730 OP units, respectively, were outstanding. The per Unit cash redemption amount of the outstanding OP units was calculated based upon the average of the closing prices of the common shares of CubeSmart on the New York Stock Exchange for the final 10 trading days of the year. Based on the Company’s evaluation of the redemption value of the redeemable noncontrolling interests, the Company has reflected these interests at their redemption value at December 31, 2013 and 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 $3.3 million and $19.5 million at December 31, 2013 and 2012, respectively.
13. RELATED PARTY TRANSACTIONS
Affiliated Real Estate Investments
The Company provides management services to certain joint ventures and other related party facilities. Management agreements provide generally for management fees of between 5-6% of cash collected of total revenue of the facilities. Total management fees for unconsolidated joint ventures or other entities of which the Company had an ownership interest in for the years ending December 31, 2013, 2012, and 2011 respectively, were $0.1 million, $0.2 million and $0.1 million, respectively.
The management agreements for certain joint ventures, other related parties and third-party facilities provide for the reimbursement to the Company for certain expenses incurred to manage the facilities. These amounts consist of amounts due for management fees, payroll, and other expenses incurred on behalf of the facilities. The amounts due to the Company were $2.1 million and $1.3 million as of December 31, 2013 and 2012, respectively. Additionally, as discussed in note 12 the Company has outstanding mortgage loans receivable from consolidated joint ventures of $15.8 million as of December 31, 2013 that are eliminated for consolidation purposes. The Company believes that all of these related-party receivables are fully collectible.
Corporate Office Leases
Subsequent to its entry into lease agreements with related parties for office space, the Operating Partnership entered into sublease agreements with various unrelated tenants for the related office space. Each of these properties is part of Airport Executive Park, a 50-acre office and flex development located in Cleveland, Ohio, which is owned by 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 |
| Maturity Date |
| Fixed Minimum |
| Fixed |
| ||
The Parkview Building — 6745 Engle Road; and 6751 Engle Road |
| 21,900 |
| 12/31/2014 |
| $ | 25,673 |
| $ | 31,205 |
|
6745 Engle Road — Suite 100 |
| 2,212 |
| 12/31/2014 |
| $ | 3,051 |
| $ | 3,709 |
|
6745 Engle Road — Suite 110 |
| 1,731 |
| 12/31/2014 |
| $ | 2,387 |
| $ | 2,901 |
|
6751 Engle Road — Suites C and D |
| 3,000 |
| 12/31/2014 |
| $ | 3,137 |
| $ | 3,771 |
|
(1)Our Operating 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.
In addition to monthly rent, the office lease agreements provide that our Operating Partnership reimburse for certain maintenance and improvements to the leased office space. The aggregate amount of lease payments incurred under these lease agreements for each of the years ended December 31, 2013 and December 31, 2012 was approximately $0.5 million.
Total future minimum rental payments due in accordance with the related party lease agreements are $0.5 million and total future cash receipts due from our subtenants are $0.3 million as of December 31, 2013.
14. COMMITMENTS AND CONTINGENCIES
The Company currently owns five operating self-storage facilities and one self-storage facility currently under development that are subject to ground leases and four other operating self-storage facilities having portions of land that are subject to ground leases. The Company recorded ground rent expense of approximately $2.2 million, $1.2 million, and $0.3 million for the years ended December 31, 2013, 2012 and 2011, respectively. Total future minimum rental payments under non-cancelable ground leases are as follows:
|
| Ground Lease |
| |
|
| Amount |
| |
|
| (in thousands) |
| |
|
|
|
| |
2014 |
| $ | 1,329 |
|
2015 |
| 1,336 |
| |
2016 |
| 1,329 |
| |
2017 |
| 1,329 |
| |
2018 |
| 1,242 |
| |
2019 and thereafter |
| 64,836 |
| |
|
| $ | 71,401 |
|
The Company has development agreements for the construction of five new self-storage facilities (see note 4), which will require payments of approximately $54.3 million, due in installments upon completion of certain construction milestones, during 2014 and 2015.
The Company has been named as a defendant in lawsuits in the ordinary course of business. In most instances, these claims are covered by the Company’s liability insurance coverage. Management believes that the ultimate settlement of the suits will not have a material adverse effect on the Company’s financial statements.
15. SHARE-BASED COMPENSATION PLANS
On June 2, 2010 the Company’s shareholders approved an amendment and restatement of the Company’s 2007 Equity Incentive Plan, a share-based employee compensation plan originally approved by shareholders on May 8, 2007 (as amended and restated, the “2007 Plan”). On October 19, 2004, the Company’s sole shareholder approved a share-based employee compensation plan, the 2004 Equity Incentive Plan (the “2004 Plan” and collectively with the 2007 Plan, the “Plans”). The purpose of the Plans is to attract and retain highly qualified executive officers, Trustees and key employees and other persons and to motivate such officers, Trustees, key employees and other persons to serve the Company and its affiliates to expend maximum effort to improve the business results and earnings of the Company, by providing to such persons an opportunity to acquire or increase a direct proprietary interest in the operations and future success of the Company. To this end, the Plans provide for the grant of share options, share appreciation rights, restricted shares, share units, unrestricted shares, dividend equivalent rights and cash awards. Any of these awards may, but need not, be made as performance incentives to reward attainment of annual or long-term performance goals. Share options granted under the Plans may be non-qualified share options or incentive share options.
The Plans are administered by the Compensation Committee of the Company’s Board of Trustees (the “Compensation Committee”), which is appointed by the Board of Trustees. The Compensation Committee interprets the Plans and, subject to its right to delegate authority to grant awards, determines the terms and provisions of option grants and share awards.
The 2007 Plan uses a “Fungible Units” methodology for computing the maximum number of common shares available for issuance under the 2007 Plan. The Fungible Units methodology assigns weighted values to different types of awards under the 2007 Plan without assigning specific numerical limits for different types of awards. Upon shareholder approval of the
amendment and restatement of the 2007 planPlan 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 the 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, 2012.2013. 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, 20102011 and ending December 31, 2012.2013. The three ratios would correspond to the three calendar years in the three-year period ending December 31, 2012,2013, 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 shares.units.
With respect to the 2004 Plan, a total of 3,000,0003 million common shares are reserved for issuance under the 2004 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. 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. 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 2004 Plan, unless the 2004 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 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 2010, 2009,2013, 2012, and 20082011 were estimated at the time the options were granted using the Black-Scholes option-pricing model applying the following weighted average assumptions:
Assumptions: |
| 2010 |
| 2009 |
| 2008 |
|
| 2013 |
| 2012 |
| 2011 |
| ||||||
Risk-free interest rate |
| 3.7 | % | 2.6 | % | 3.4 | % |
| 1.0 | % | 2.0 | % | 3.3 | % | ||||||
Expected dividend yield |
| 5.4 | % | 5.5 | % | 6.9 | % |
| 3.3 | % | 4.5 | % | 4.8 | % | ||||||
Volatility (a) |
| 57.60 | % | 46.49 | % | 27.3 | % |
| 42.00 | % | 52.22 | % | 54.60 | % | ||||||
Weighted average expected life of the options (b) |
| 9.9 years |
| 9.8 years |
| 9.0 years |
|
| 6.0 years |
| 9.59 years |
| 9.9 years |
| ||||||
Weighted average grate date fair value of options granted per share |
| $ | 2.60 |
| $ | 1.02 |
| $ | 1.09 |
| ||||||||||
Weighted average grant date fair value of options granted per share |
| $ | 4.28 |
| $ | 3.94 |
| $ | 3.40 |
|
(a) Expected volatility is based upon the level of volatility historically experienced.
(b) Expected life is based upon our expectations of stockshare 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 stockshare price volatility. Volatility for the 2008, 2009,2011, 2012, and 20102013 grants was based on the trading history of the Company’s shares.
In 2010, 2009,2013, 2012, and 2008,2011, the Company recognized compensation expense related to options issued to employees and executives of approximately $1.9$0.9 million, $1.8$1.2 million and $1.4$1.5 million, respectively, which was recorded in general and administrative expense. Approximately 575,000182,297 share options were issued during 20102013 for which the fair value of the options at their respective grant dates was approximately $1.5$0.8 million, which vest over three and five years. As of December 31, 2010,2013, the Company had approximately $2.0$0.9 million of unrecognized option compensation cost related to all grants that will be recorded over the next fivefour years.
The table below summarizes the option activity under the Plan for the years ended December 31, 2010, 20092013, 2012 and 2008:2011:
|
|
|
|
|
| Weighted Average |
|
|
|
|
|
| Weighted Average |
| ||
|
| Number of Shares |
| Weighted Average |
| Remaining |
|
| Number of Shares |
| Weighted Average |
| Remaining |
| ||
|
| Under Option |
| Exercise Price |
| Contractual Term |
|
| Under Option |
| Strike Price |
| Contractual Term |
| ||
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 |
| ||||||||
Options granted |
| 574,556 |
| 7.32 |
| 9.06 |
|
| 182,297 |
| 14.84 |
| 9.08 |
| ||
Options canceled |
| (50,875 | ) | 12.71 |
| — |
|
| (24,000 | ) | 13.57 |
| — |
| ||
Options exercised |
| (56,225 | ) | 3.46 |
| 8.11 |
|
| (511,548 | ) | 7.24 |
| 4.53 |
| ||
Balance at December 31, 2010 |
| 5,013,760 |
| $ | 10.38 |
| 7.18 |
| ||||||||
Balance at December 31, 2013 |
| 4,904,613 |
| $ | 10.99 |
| 4.66 |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Vested or expected to vest at December 31, 2010 |
| 5,013,760 |
| $ | 10.38 |
| 7.18 |
| ||||||||
Exercisable at December 31, 2010 |
| 2,652,755 |
| $ | 13.12 |
| 6.60 |
| ||||||||
Vested or expected to vest at December 31, 2013 |
| 4,904,613 |
| $ | 10.99 |
| 4.66 |
| ||||||||
Exercisable at December 31, 2013 |
| 4,462,447 |
| $ | 10.87 |
| 4.31 |
|
At December 31, 2010,2013, the aggregate intrinsic value of options outstanding, of options that vested or expected to vest and of options that were exercisable was approximately $9.3$28.5 million. The aggregate intrinsic value of options exercised was approximately $0.2$4.8 million for the year ended December 31, 2010.
Table of Contents2013.
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 387,000219,000 restricted shares and share units were issued during 20102013 for which the fair value of the restricted shares and share units at their respective grant dates was approximately $2.8$3.4 million, which vest over three andto five years. During 2009,2012, approximately 402,000595,000 restricted shares and share units were issued for which the fair value of the restricted shares and share units at their respective grant dates was approximately $1.5$6.9 million. As of December 31, 20102013 the Company had approximately $2.2$3.2 million of remaining unrecognized restricted share and share unit compensation costs that will be recognized over the next four 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:
Assumptions: |
| 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 grant date fair value of units granted |
| $ | 4.14 |
|
The Monte Carlo pricing model was not used to value the 2010 and 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. The compensation expense recognized related to these awards and remaining unrecognized compensation costs are included in the amounts disclosed above.
In 2010, 20092013, 2012 and 2008,2011, the Company recognized compensation expense related to restricted shares and share units issued to employees and Trustees of approximately $1.8$5.4 million, $1.6$3.9 million, and $1.3$2.2 million, respectively; these amounts were recorded in general and administrative expense. The following table presents non-vested restricted share and share unit activity during 2010:2013:
|
| Number of Non- |
|
|
| Vested Restricted |
|
|
| Shares and Share Units |
|
Non-Vested at January 1, |
|
|
|
Granted |
|
|
|
Vested |
| ( | ) |
Forfeited |
| ( | ) |
Non-Vested at December 31, |
|
|
|
On January 25, 2013, 41,503 restricted share units were granted to certain executives. The restricted share units were granted in the form of deferred share units with a market condition, entitling the holders thereof to receive common shares at a future date. The deferred share units will be awarded based on the Company’s total return to shareholders with respect to a specified peer group consisting of publicly traded REITs over a three-year period. The fair value of the restricted share units on the grant date was approximately $0.8 million. The Company used a Monte Carlo simulation analysis to estimate the fair value of the awards. The restricted share units will cliff vest upon the third anniversary of the effective date, or December 31, 2015. The compensation expense recognized related to these awards and remaining unrecognized compensation costs are included in the amounts disclosed above.
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 REITs over a three-year period. The fair value of the restricted share units on the grant date was approximately $0.8 million. The Company used a Monte Carlo simulation analysis to estimate the fair value of the awards. The restricted share units will cliff vest upon the third anniversary of the effective date, or December 31, 2014. The compensation expense recognized related to these awards and remaining unrecognized compensation costs are included in the amounts disclosed above.
On May 30, 2012, 274,668 restricted share units were granted to our former 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 share 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 cliff vested on December 31, 2013. The compensation expense recognized related to these awards and remaining unrecognized compensation costs are included in the amounts disclosed above.
15.16. EARNINGS PER SHARE AND UNIT AND SHAREHOLDERS’ EQUITY AND CAPITAL
Earnings (loss) per common share and shareholders’ equity
The following is a summary of the elements used in calculating basic and diluted earnings (loss) per common share:
|
| For the year ended December 31, |
|
| For the year ended December 31, |
| ||||||||||||||
|
| 2010 |
| 2009 |
| 2008 |
|
| 2013 |
| 2012 |
| 2011 |
| ||||||
|
| (Dollars and shares in thousands, except per share amounts) |
|
| (Dollars and shares in thousands, except per share amounts) |
| ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Loss from continuing operations |
| $ | (9,851 | ) | $ | (19,302 | ) | $ | (25,837 | ) | ||||||||||
Income (loss) from continuing operations |
| $ | 10,409 |
| $ | (13,276 | ) | $ | (13,400 | ) | ||||||||||
Noncontrolling interests in the Operating Partnership |
| 557 |
| 1,046 |
| 2,034 |
|
| (51 | ) | 513 |
| 694 |
| ||||||
Noncontrolling interest in subsidiaries |
| (1,755 | ) | (665 | ) | — |
|
| 42 |
| (1,918 | ) | (2,810 | ) | ||||||
Loss from continuing operations attributable to the Company’s common shareholders |
| $ | (11,049 | ) | $ | (18,921 | ) | $ | (23,803 | ) | ||||||||||
Distribution to preferred shares (1) |
| (6,008 | ) | (6,008 | ) | (1,218 | ) | |||||||||||||
Income (loss) from continuing operations attributable to the Company’s common shareholders |
| $ | 4,392 |
| $ | (20,689 | ) | $ | (16,734 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Total discontinued operations |
| 3,832 |
| 18,970 |
| 28,939 |
|
| 31,585 |
| 16,904 |
| 15,847 |
| ||||||
Noncontrolling interests in the Operating Partnership |
| (176 | ) | (986 | ) | (2,344 | ) |
| (537 | ) | (406 | ) | (729 | ) | ||||||
Total discontinued operations attributable to the Company’s common shareholders |
| $ | 3,656 |
| $ | 17,984 |
| $ | 26,595 |
|
| $ | 31,048 |
| $ | 16,498 |
| $ | 15,118 |
|
Net income (loss) attributable to the Company |
| $ | (7,393 | ) | $ | (937 | ) | $ | 2,792 |
| ||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Net income (loss) attributable to the Company’s common shareholders |
| $ | 35,440 |
| $ | (4,191 | ) | $ | (1,616 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Weighted-average shares outstanding |
| 93,998 |
| 70,988 |
| 57,621 |
|
| 135,191 |
| 124,548 |
| 102,976 |
| ||||||
Share options and restricted share units (1) |
| — |
| — |
| — |
| |||||||||||||
Weighted-average diluted shares outstanding (2) |
| 93,998 |
| 70,988 |
| 57,621 |
| |||||||||||||
Share options and restricted share units (2) |
| 2,551 |
| — |
| — |
| |||||||||||||
Weighted-average diluted shares outstanding (3) |
| 137,742 |
| 124,548 |
| 102,976 |
| |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Income (loss) per Common Share: |
|
|
|
|
|
|
| |||||||||||||
Earnings (loss) per common share: |
|
|
|
|
|
|
| |||||||||||||
Continuing operations |
| $ | (0.12 | ) | $ | (0.27 | ) | $ | (0.41 | ) |
| $ | 0.03 |
| $ | (0.17 | ) | $ | (0.16 | ) |
Discontinued operations |
| 0.04 |
| 0.26 |
| 0.46 |
|
| 0.23 |
| 0.14 |
| 0.14 |
| ||||||
Basic and diluted earnings (loss) per share |
| $ | (0.08 | ) | $ | (0.01 | ) | $ | 0.05 |
| ||||||||||
Basic and diluted earnings (loss) per common share |
| $ | 0.26 |
| $ | (0.03 | ) | $ | (0.02 | ) |
Earnings (loss) per common unit and capital
The following is a summary of the elements used in calculating basic and diluted earnings (loss) per common unit:
|
| For the year ended December 31, |
| |||||||
|
| 2013 |
| 2012 |
| 2011 |
| |||
|
| (Dollars and units in thousands, except per unit amounts) |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations |
| $ | 10,409 |
| $ | (13,276 | ) | $ | (13,400 | ) |
Operating Partnership interests of third parties |
| (51 | ) | 513 |
| 694 |
| |||
Noncontrolling interest in subsidiaries |
| 42 |
| (1,918 | ) | (2,810 | ) | |||
Distribution to preferred unitholders (1) |
| (6,008 | ) | (6,008 | ) | (1,218 | ) | |||
Income (loss) from continuing operations attributable to common unitholders |
| $ | 4,392 |
| $ | (20,689 | ) | $ | (16,734 | ) |
|
|
|
|
|
|
|
| |||
Total discontinued operations |
| 31,585 |
| 16,904 |
| 15,847 |
| |||
Operating Partnership interests of third parties |
| (537 | ) | (406 | ) | (729 | ) | |||
Total discontinued operations attributable to common unitholders |
| $ | 31,048 |
| $ | 16,498 |
| $ | 15,118 |
|
|
|
|
|
|
|
|
| |||
Net income (loss) attributable to common unitholders |
| $ | 35,440 |
| $ | (4,191 | ) | $ | (1,616 | ) |
|
|
|
|
|
|
|
| |||
Weighted-average units outstanding |
| 135,191 |
| 124,548 |
| 102,976 |
| |||
Unit options and restricted share units (2) |
| 2,551 |
| — |
| — |
| |||
Weighted-average diluted units outstanding (3) |
| 137,742 |
| 124,548 |
| 102,976 |
| |||
|
|
|
|
|
|
|
| |||
Earnings (loss) per common unit: |
|
|
|
|
|
|
| |||
Continuing operations |
| $ | 0.03 |
| $ | (0.17 | ) | $ | (0.16 | ) |
Discontinued operations |
| 0.23 |
| 0.14 |
| 0.14 |
| |||
Basic and diluted earnings (loss) per common unit |
| $ | 0.26 |
| $ | (0.03 | ) | $ | (0.02 | ) |
(1) For the yearsyear ended December 31, 2010, 20092013, 2012 and 2008,2011, the potentially dilutive sharesCompany declared cash dividends per preferred share/unit of approximately 1,177,000, 547,000,$1.938, $1.938 and 94,000 respectively, were not included in the earnings per share calculation as their effect is antidilutive.$0.393, respectively.
(2) For the years ended December 31, 2010, 20092012 and 2008,2011, the potentially dilutive shares/units of approximately 2,000,000, and 1,378,000 respectively, were not included in the earnings per share/unit calculation as their effect is antidilutive.
(3) For the years ended December 31, 2013, 2012 and 2011, the Company declared cash dividends per sharecommon share/unit of $0.145, $0.10$0.460, $0.350 and $0.565,$0.290, respectively.
The Operating Partnership units and common sharesunits 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 sharesunits on a one-for-one basis. Outstanding noncontrolling interest units in the Operating Partnership were 4,737,136, 4,809,6362,275,730, 3,293,730 and 5,079,9284,674,136 as of December 31, 2010, 20092013, 2012 and 2008,2011, respectively. There were 98,596,796139,328,366 and 131,794,547 common sharesunits outstanding as of December 31, 2010.2013 and 2012, respectively.
Issuance of Common and Preferred Shares
On August 19,Pursuant to our previous sales agreement with Cantor Fitzgerald & Co. (the “Previous Sales Agent”), dated April 3, 2009, as amended on January 26, 2011 and September 16, 2011 (as amended, the “Previous Sales Agreement”), the Company sold 32.2had a program to enable it to sell up to 20 million common shares in “at the market” offerings. On May 7, 2013, the Company terminated the Previous Sales Agreement with the Previous Sales Agent and entered into separate Equity Distribution Agreements (the “Equity Distribution Agreements”) with each of Wells Fargo Securities LLC; BMO Capital Markets Corp.; Jefferies LLC; Merrill Lynch, Pierce, Fenner & Smith Incorporated; and RBC Capital Markets, LLC (collectively, the “Sales Agents”). Pursuant to the Equity Distribution Agreements, the Company may sell, from time to time, up to 12 million common shares of beneficial interest for net proceeds of approximately $161.9 million. In April 2009,through the Company commenced the sale of up to 10 million common shares pursuant to a continuous offering program, which was amended in January 2011 to include the sale of up to 15 million common shares. Pursuant to the program, we may sell shares in amounts and at times to be determined by us. Actual sales will be determined by a variety of factors to be determined by us, including market conditions, the trading price of our common shares and determinations by us of the appropriate sources of funding. In connection with the offering program, the Company engaged a sales agent who receives compensation equal to up to three percent of the gross sales price per common share for any shares sold pursuant to the program. During the year ended December 31, 2010 we sold 5.6 million shares under the program at an average sales price of $8.62 per share resulting in net proceeds of $47.6 million ($57.6 million of net proceeds and 8.1 million shares sold with an average sales price of $7.28 since program inception in 2009). The Company used the net proceeds to fund the acquisition of storage facilities and for general corporate purposes.Sales Agents.
During 2013, the Company sold a total of 5.7 million common shares under the agreements at an average sales price of $17.92 per share, resulting in gross proceeds of $102.1 million under the program. The Company incurred $1.8 million of offering costs in conjunction with the 2013 sales. The proceeds from the sales conducted during the year ended December 31, 2013 were used to fund acquisitions of storage facilities and for general corporate purposes. As of December 31, 2013, 6.4 million common shares remained available for issuance under the Equity Distribution Agreements.
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, 20102013 or 2009.2012. The Company had net deferred tax assets of $0.3 million and $0.5$0.7 million, which are included in other assets, as of December 31, 20102013 and 2009, respectively.2012. 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, |
|
| For the year ended December 31, |
| ||||||
|
| 2010 |
| 2009 |
| 2008 |
|
| 2013 |
| 2012 |
|
Effective income tax rate |
|
|
|
|
|
|
|
|
|
|
|
|
Statutory federal income tax rate |
| 34 | % | 34 | % | 34 | % |
| 34 | % | 34 | % |
State and local income taxes |
| 4 | % | 4 | % | 4 | % |
| 4 | % | 4 | % |
Effective income tax rate |
| 38 | % | 38 | % | 38 | % |
| 38 | % | 38 | % |
|
| As of December 31, |
| ||||||||||||||||
|
| 2010 |
| 2009 |
| 2008 |
| ||||||||||||
|
| (dollars in thousands) |
| ||||||||||||||||
|
| Assets |
| Liabilities |
| Assets |
| Liabilities |
| Assets |
| Liabilities |
| ||||||
Deferred taxes |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Share based compensation |
| $ | 2,971 |
| $ | 2,689 |
| $ | 2,177 |
| $ | 1,933 |
| $ | 1,325 |
| $ | 1,185 |
|
Other |
| 34 |
| — |
| 258 |
| — |
| 324 |
| — |
| ||||||
Deferred taxes |
| $ | 3,005 |
| $ | 2,689 |
| $ | 2,435 |
| $ | 1,933 |
| $ | 1,649 |
| $ | 1,185 |
|
The following table discloses the Company’s deferred tax assets and liabilities as of December 31, 2013 and 2012, which are included in other assets on the consolidated balance sheets:
|
| As of December 31, |
| ||||||||||
|
| 2013 |
| 2012 |
| ||||||||
|
| (in thousands) |
| ||||||||||
|
| Assets |
| Liabilities |
| Assets |
| Liabilities |
| ||||
Deferred taxes |
|
|
|
|
|
|
|
|
| ||||
Share based compensation |
| $ | 2,379 |
| $ | 2,175 |
| $ | 3,684 |
| $ | 3,347 |
|
Other |
| 461 |
| — |
| 400 |
| — |
| ||||
Deferred taxes |
| $ | 2,840 |
| $ | 2,175 |
| $ | 4,084 |
| $ | 3,347 |
|
18. DISCONTINUED OPERATIONS
For the years ended December 31, 2013, 2012 and 2011, discontinued operations relates to 35 facilities that the Company sold during 2013, 26 facilities that the Company sold during 2012, and 19 facilities that the Company sold during 2011. Each of the sales during 2013, 2012 and 2011 resulted in the recognition of a gain, which totaled $27.4 million, $9.8 million, and $3.9 million, respectively.
The following table summarizes the revenue and expense information for the period the Company owned the facilities classified as discontinued operations during the years ended December 31, 2013, 2012 and 2011 (in thousands):
|
| For the year ended December 31, |
| |||||||
|
| 2013 |
| 2012 |
| 2011 |
| |||
|
|
|
|
|
|
|
| |||
REVENUES |
|
|
|
|
|
|
| |||
Rental income |
| $ | 10,795 |
| $ | 21,077 |
| $ | 27,958 |
|
Other property related income |
| 1,583 |
| 2,703 |
| 5,138 |
| |||
Total revenues |
| 12,378 |
| 23,780 |
| 33,096 |
| |||
OPERATING EXPENSES |
|
|
|
|
|
|
| |||
Property operating expenses |
| 5,318 |
| 10,742 |
| 13,630 |
| |||
Depreciation and amortization |
| 2,703 |
| 5,548 |
| 7,110 |
| |||
Total operating expenses |
| 8,021 |
| 16,290 |
| 20,740 |
| |||
OPERATING INCOME |
| 4,357 |
| 7,490 |
| 12,356 |
| |||
OTHER (EXPENSE) INCOME |
|
|
|
|
|
|
| |||
Interest expense on loans |
| (212 | ) | (397 | ) | (412 | ) | |||
Gain from disposition of discontinued operations |
| 27,440 |
| 9,811 |
| 3,903 |
| |||
Income from discontinued operations |
| $ | 31,585 |
| $ | 16,904 |
| $ | 15,847 |
|
17.19. PRO FORMA FINANCIAL INFORMATION (UNAUDITED)
During 2010, the Company completed an acquisition accounted for as a business combination of 85 management contracts from United Stor-All. Additionally, during the year ended December 31, 2010,2013, the Company acquired 1220 self-storage facilities for an aggregate purchase price of approximately $85.1 million. There were no acquisitions during 2009$189.8 million (see note 4)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, 2009during 2013 and 2012 as if each had occurred as of January 1, 2009.2012 and 2011, 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 yearsyear ended December 31, 20102013 and 20092012 based on the assumptions described above:
|
| Year ended December 31, |
| ||||
|
| 2013 |
| 2012 |
| ||
|
| (unaudited) |
| ||||
|
| (in thousands, except per share data) |
| ||||
|
|
|
|
|
| ||
Pro forma revenue |
| $ | 328,501 |
| $ | 306,006 |
|
Pro forma income from continuing operations |
| 40,616 |
| 15,784 |
| ||
Earnings (loss) per common share from continuing operations: |
|
|
|
|
| ||
Basic and diluted — as reported |
| $ | 0.03 |
| $ | (0.17 | ) |
Basic and diluted — as pro forma |
| 0.25 |
| 0.06 |
|
|
| 2010 |
| 2009 |
| ||
|
| (unaudited) |
| ||||
|
| (in thousands, except per share data) |
| ||||
|
|
|
|
|
| ||
Pro forma revenue |
| $ | 224,586 |
| $ | 222,953 |
|
Pro forma loss from continuing operations |
| (10,880 | ) | (21,296 | ) | ||
Loss per common share from continuing operations: |
|
|
|
|
| ||
Basic and diluted — as reported |
| $ | (0.12 | ) | $ | (0.27 | ) |
Basic and diluted — as pro forma |
| (0.12 | ) | (0.28 | ) |
18.20. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
The following is a summary of quarterly financial information for the years ended December 31, 20102013 and 20092012 (in thousands, except per share data):
|
| Three months ended |
|
| Three months ended |
| ||||||||||||||||||||
|
| March 31, |
| June 30, |
| September 30, |
| December 31, |
|
| March 31, |
| June 30, |
| September 30, |
| December 31, |
| ||||||||
|
| 2010 |
| 2010 |
| 2010 |
| 2010 |
|
| 2013 |
| 2013 |
| 2013 |
| 2013 |
| ||||||||
Total revenues |
| $ | 51,564 |
| $ | 53,163 |
| $ | 55,487 |
| $ | 56,612 |
|
| $ | 74,655 |
| $ | 78,289 |
| $ | 82,487 |
| $ | 82,964 |
|
Total operating expenses |
| 44,165 |
| 46,529 |
| 45,683 |
| 45,670 |
|
| 65,756 |
| 64,377 |
| 65,785 |
| 64,180 |
| ||||||||
Net income (loss) attributable to the Company |
| (3,475 | ) | (4,521 | ) | (1,480 | ) | 2,083 |
| |||||||||||||||||
Basic and diluted earnings (loss) per share |
| (0.04 | ) | (0.05 | ) | (0.02 | ) | 0.02 |
| |||||||||||||||||
Net (loss) income attributable to the Company |
| (392 | ) | 2,550 |
| 16,342 |
| 22,948 |
| |||||||||||||||||
Basic and diluted (loss) earnings per share |
| (0.01 | ) | 0.01 |
| 0.11 |
| 0.15 |
|
|
| Three months ended |
| |||||||||||||||||||||||
|
| Three months ended |
|
| March 31, |
| June 30, |
| September 30, |
| December 31, |
| ||||||||||||||
|
| March 31, |
| June 30, |
| September 30, |
| December 31, |
|
| 2012 |
| 2012 |
| 2012 |
| 2012 |
| ||||||||
|
| 2009 |
| 2009 |
| 2009 |
| 2009 |
|
|
|
|
|
|
|
|
|
| ||||||||
Total revenues |
| $ | 53,263 |
| $ | 52,625 |
| $ | 53,082 |
| $ | 51,762 |
|
| $ | 60,548 |
| $ | 63,649 |
| $ | 69,050 |
| $ | 73,075 |
|
Total operating expenses |
| 45,906 |
| 47,135 |
| 45,467 |
| 44,566 |
|
| 54,754 |
| 57,644 |
| 62,492 |
| 64,559 |
| ||||||||
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 | ) | |||||||||||||||||
Net (loss) income attributable to the Company |
| (3,843 | ) | 2,543 |
| 1,636 |
| 1,481 |
| |||||||||||||||||
Basic and diluted (loss) earnings per share |
| (0.04 | ) | 0.01 |
| 0.00 |
| 0.00 |
|
The summationsum of quarterly earnings per share amounts do not necessarily equal the full year amounts. The above information was updated to reclassify amounts to discontinued operations (see note 10)18).
19. COMPREHENSIVE INCOME (LOSS)21. SUBSEQUENT EVENTS
|
| Year Ended December 31, |
| |||||||
|
| 2010 |
| 2009 |
| 2008 |
| |||
|
| (in thousands) |
| |||||||
NET INCOME (LOSS) |
| $ | (6,019 | ) | $ | (332 | ) | $ | 3,102 |
|
Other comprehensive income (loss): |
|
|
|
|
|
|
| |||
Unrealized gain (loss) on derivative financial instruments |
| — |
| 6,153 |
| (4,608 | ) | |||
Unrealized gain (loss) on foreign currency translation |
| (268 | ) | 553 |
| (1,281 | ) | |||
COMPREHENSIVE INCOME (LOSS) |
| $ | (6,287 | ) | $ | 6,374 |
| $ | (2,787 | ) |
Subsequent to December 31, 2013, the Company acquired one facility in California, one facility in Connecticut, three facilities in Florida and two facilities in Maryland for an aggregate purchase price of $73.0 million, net of $26.0 million of assumed debt associated with two facilities in Florida and two facilities in Maryland.
U-STORE-IT
CUBESMART
SCHEDULE III
REAL ESTATE AND RELATED DEPRECIATIONDECEMBER
December 31, 2010
2013
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
| Gross Carrying Amount |
|
|
|
|
| |||||||||||||||||||||||||
|
|
|
|
|
| Initial Cost |
|
|
| at December 31, 2010 |
|
|
|
|
|
|
|
|
|
| Initial Cost |
| Costs |
| Gross Carrying Amount at |
|
|
|
|
| ||||||||||||
Description |
| Square |
| Encumbrances |
| Land |
| Building |
| Costs |
| Land |
| Building and |
| Total |
| Accumulated |
| Year Acquired / |
|
| Square |
| Encumbrances |
| Land |
| Buildings |
| Subsequent |
| Land |
| Buildings |
| Total |
| Accumulated |
| Year |
|
Mobile, AL |
| 128,999 |
|
| (A) | 226 |
| 2,524 |
| 1,373 |
| 301 |
| 3,429 |
| 3,730 |
| 1,287 |
| 1997 |
| |||||||||||||||||||||
Chandler, AZ |
| 47,520 |
|
|
| 327 |
| 1,257 |
| 268 |
| 327 |
| 1,325 |
| 1,652 |
| 267 |
| 2005 |
| |||||||||||||||||||||
Chandler I, AZ |
| 47,520 |
|
|
| 327 |
| 1,257 |
| 266 |
| 327 |
| 1,368 |
| 1,695 |
| 389 |
| 2005 |
| |||||||||||||||||||||
Chandler II, AZ |
| 83,859 |
|
|
| 1,518 |
| 7,485 |
| 6 |
| 1,518 |
| 7,491 |
| 9,009 |
| 414 |
| 2013 |
| |||||||||||||||||||||
Gilbert, AZ |
| 57,430 |
|
|
| 951 |
| 4,688 |
| 8 |
| 951 |
| 4,696 |
| 5,647 |
| 1,267 |
| 2013 |
| |||||||||||||||||||||
Glendale, AZ |
| 56,850 |
|
| (O) | 201 |
| 2,265 |
| 956 |
| 418 |
| 2,957 |
| 3,375 |
| 999 |
| 1998 |
|
| 56,807 |
|
|
| 201 |
| 2,265 |
| 1,006 |
| 418 |
| 2,721 |
| 3,139 |
| 1,228 |
| 1998 |
|
Green Valley, AZ |
| 25,100 |
|
|
| 298 |
| 1,153 |
| 165 |
| 298 |
| 1,147 |
| 1,445 |
| 226 |
| 2005 |
|
| 25,200 |
|
|
| 298 |
| 1,153 |
| 129 |
| 298 |
| 1,072 |
| 1,370 |
| 288 |
| 2005 |
|
Mesa I, AZ |
| 52,375 |
|
|
| 920 |
| 2,739 |
| 151 |
| 921 |
| 2,886 |
| 3,807 |
| 853 |
| 2006 |
|
| 52,375 |
|
|
| 920 |
| 2,739 |
| 173 |
| 921 |
| 2,466 |
| 3,387 |
| 668 |
| 2006 |
|
Mesa II, AZ |
| 45,445 |
|
|
| 731 |
| 2,176 |
| 175 |
| 731 |
| 2,347 |
| 3,078 |
| 716 |
| 2006 |
|
| 45,461 |
|
|
| 731 |
| 2,176 |
| 181 |
| 731 |
| 2,042 |
| 2,773 |
| 544 |
| 2006 |
|
Mesa III, AZ |
| 58,264 |
|
|
| 706 |
| 2,101 |
| 168 |
| 706 |
| 2,265 |
| 2,971 |
| 687 |
| 2006 |
|
| 58,264 |
|
|
| 706 |
| 2,101 |
| 168 |
| 706 |
| 1,885 |
| 2,591 |
| 521 |
| 2006 |
|
Phoenix I, AZ |
| 100,762 |
|
| (O) | 1,134 |
| 3,376 |
| 324 |
| 1,135 |
| 3,696 |
| 4,831 |
| 1,099 |
| 2006 |
|
| 100,775 |
|
|
| 1,134 |
| 3,376 |
| 316 |
| 1,135 |
| 3,043 |
| 4,178 |
| 842 |
| 2006 |
|
Phoenix II, AZ |
| 45,270 |
|
| (O) | 756 |
| 2,251 |
| 282 |
| 756 |
| 2,530 |
| 3,286 |
| 728 |
| 2006 |
|
| 83,415 |
|
|
| 756 |
| 2,251 |
| 1,498 |
| 847 |
| 3,053 |
| 3,900 |
| 679 |
| 2006/2011 |
|
Scottsdale, AZ |
| 80,425 |
|
| (O) | 443 |
| 4,879 |
| 1,709 |
| 883 |
| 6,069 |
| 6,952 |
| 2,031 |
| 1998 |
|
| 79,825 |
|
|
| 443 |
| 4,879 |
| 1,691 |
| 883 |
| 5,472 |
| 6,355 |
| 2,457 |
| 1998 |
|
Tempe, AZ |
| 53,890 |
|
| (A) | 749 |
| 2,159 |
| 204 |
| 749 |
| 2,095 |
| 2,844 |
| 379 |
| 2005 |
| |||||||||||||||||||||
Tempe I, AZ |
| 53,890 |
|
|
| 749 |
| 2,159 |
| 194 |
| 749 |
| 2,049 |
| 2,798 |
| 530 |
| 2005 |
| |||||||||||||||||||||
Tempe II, AZ |
| 35,125 |
|
|
| 588 |
| 2,898 |
| 12 |
| 588 |
| 2,910 |
| 3,498 |
| 495 |
| 2013 |
| |||||||||||||||||||||
Tucson I, AZ |
| 59,350 |
|
| (O) | 188 |
| 2,078 |
| 936 |
| 384 |
| 2,789 |
| 3,173 |
| 930 |
| 1998 |
|
| 59,500 |
|
|
| 188 |
| 2,078 |
| 950 |
| 384 |
| 2,574 |
| 2,958 |
| 1,149 |
| 1998 |
|
Tucson II, AZ |
| 43,950 |
| 2,919 |
| 188 |
| 2,078 |
| 924 |
| 391 |
| 2,767 |
| 3,158 |
| 914 |
| 1998 |
|
| 43,850 |
|
|
| 188 |
| 2,078 |
| 1,019 |
| 391 |
| 2,621 |
| 3,012 |
| 1,102 |
| 1998 |
|
Tucson III, AZ |
| 49,822 |
|
| (B) | 532 |
| 2,048 |
| 160 |
| 533 |
| 1,909 |
| 2,442 |
| 347 |
| 2005 |
|
| 49,832 |
|
| (A) | 532 |
| 2,048 |
| 225 |
| 533 |
| 1,912 |
| 2,445 |
| 504 |
| 2005 |
|
Tucson IV, AZ |
| 48,008 |
|
| (B) | 674 |
| 2,595 |
| 176 |
| 675 |
| 2,396 |
| 3,071 |
| 441 |
| 2005 |
|
| 48,040 |
|
| (A) | 674 |
| 2,595 |
| 249 |
| 675 |
| 2,423 |
| 3,098 |
| 641 |
| 2005 |
|
Tucson V, AZ |
| 45,234 |
|
| (B) | 515 |
| 1,980 |
| 250 |
| 515 |
| 1,942 |
| 2,457 |
| 359 |
| 2005 |
|
| 45,134 |
|
| (A) | 515 |
| 1,980 |
| 324 |
| 515 |
| 1,948 |
| 2,463 |
| 503 |
| 2005 |
|
Tucson VI, AZ |
| 40,766 |
|
| (B) | 440 |
| 1,692 |
| 170 |
| 440 |
| 1,615 |
| 2,055 |
| 316 |
| 2005 |
|
| 40,814 |
|
| (A) | 440 |
| 1,692 |
| 193 |
| 430 |
| 1,588 |
| 2,018 |
| 425 |
| 2005 |
|
Tucson VII, AZ |
| 52,688 |
|
| (B) | 670 |
| 2,576 |
| 224 |
| 670 |
| 2,425 |
| 3,095 |
| 448 |
| 2005 |
|
| 52,638 |
|
| (A) | 670 |
| 2,576 |
| 224 |
| 670 |
| 2,389 |
| 3,059 |
| 653 |
| 2005 |
|
Tucson VIII, AZ |
| 46,650 |
|
| (B) | 589 |
| 2,265 |
| 117 |
| 589 |
| 2,053 |
| 2,642 |
| 370 |
| 2005 |
|
| 46,550 |
|
| (A) | 589 |
| 2,265 |
| 263 |
| 589 |
| 2,177 |
| 2,766 |
| 558 |
| 2005 |
|
Tucson IX, AZ |
| 67,648 |
|
| (B) | 724 |
| 2,786 |
| 296 |
| 725 |
| 2,680 |
| 3,405 |
| 488 |
| 2005 |
|
| 67,545 |
|
| (A) | 724 |
| 2,786 |
| 346 |
| 725 |
| 2,616 |
| 3,341 |
| 708 |
| 2005 |
|
Tucson X, AZ |
| 46,350 |
|
| (B) | 424 |
| 1,633 |
| 217 |
| 425 |
| 1,609 |
| 2,034 |
| 302 |
| 2005 |
|
| 46,250 |
|
| (A) | 424 |
| 1,633 |
| 198 |
| 425 |
| 1,522 |
| 1,947 |
| 411 |
| 2005 |
|
Tucson XI, AZ |
| 42,800 |
|
| (B) | 439 |
| 1,689 |
| 308 |
| 439 |
| 1,750 |
| 2,189 |
| 317 |
| 2005 |
|
| 42,700 |
|
| (A) | 439 |
| 1,689 |
| 382 |
| 439 |
| 1,782 |
| 2,221 |
| 490 |
| 2005 |
|
Tucson XII, AZ |
| 42,325 |
|
| (B) | 671 |
| 2,582 |
| 189 |
| 672 |
| 2,397 |
| 3,069 |
| 432 |
| 2005 |
|
| 42,225 |
|
| (A) | 671 |
| 2,582 |
| 280 |
| 672 |
| 2,449 |
| 3,121 |
| 632 |
| 2005 |
|
Tucson XIII, AZ |
| 45,792 |
|
| (B) | 587 |
| 2,258 |
| 162 |
| 587 |
| 2,092 |
| 2,679 |
| 382 |
| 2005 |
|
| 45,800 |
|
| (A) | 587 |
| 2,258 |
| 252 |
| 587 |
| 2,148 |
| 2,735 |
| 564 |
| 2005 |
|
Tucson XIV, AZ |
| 49,095 |
|
| (O) | 707 |
| 2,721 |
| 227 |
| 708 |
| 2,553 |
| 3,261 |
| 468 |
| 2005 |
|
| 49,095 |
|
|
| 707 |
| 2,721 |
| 452 |
| 708 |
| 2,639 |
| 3,347 |
| 683 |
| 2005 |
|
Apple Valley I, CA |
| 73,440 |
|
|
| 140 |
| 1,570 |
| 1,571 |
| 476 |
| 2,775 |
| 3,251 |
| 910 |
| 1997 |
| |||||||||||||||||||||
Apple Valley II, CA |
| 61,555 |
|
| (C) | 160 |
| 1,787 |
| 1,196 |
| 431 |
| 2,681 |
| 3,112 |
| 914 |
| 1997 |
| |||||||||||||||||||||
Benicia, CA |
| 74,770 |
|
| (O) | 2,392 |
| 7,028 |
| 173 |
| 2,392 |
| 6,205 |
| 8,597 |
| 1,092 |
| 2005 |
|
| 74,770 |
|
|
| 2,392 |
| 7,028 |
| 133 |
| 2,392 |
| 6,088 |
| 8,480 |
| 1,590 |
| 2005 |
|
Cathedral City, CA |
| 109,340 |
|
| (O) | 2,194 |
| 10,046 |
| 223 |
| 2,195 |
| 9,283 |
| 11,478 |
| 2,658 |
| 2006 |
| |||||||||||||||||||||
Citrus Heights, CA |
| 75,620 |
|
| (B) | 1,633 |
| 4,793 |
| 208 |
| 1,634 |
| 4,319 |
| 5,953 |
| 820 |
| 2005 |
|
| 75,620 |
|
| (A) | 1,633 |
| 4,793 |
| 210 |
| 1,634 |
| 4,262 |
| 5,896 |
| 1,150 |
| 2005 |
|
Diamond Bar, CA |
| 103,034 |
|
| (O) | 2,522 |
| 7,404 |
| 240 |
| 2,524 |
| 6,594 |
| 9,118 |
| 1,235 |
| 2005 |
|
| 102,984 |
|
|
| 2,522 |
| 7,404 |
| 159 |
| 2,524 |
| 6,471 |
| 8,995 |
| 1,766 |
| 2005 |
|
Escondido, CA |
| 142,870 |
|
| (M) | 3,040 |
| 11,804 |
| 38 |
| 3,040 |
| 11,058 |
| 14,098 |
| 1,999 |
| 2007 |
|
| 142,645 |
|
|
| 3,040 |
| 11,804 |
| 147 |
| 3,040 |
| 9,597 |
| 12,637 |
| 1,915 |
| 2007 |
|
Fallbrook, CA |
| 46,620 |
|
|
| 133 | �� | 1,492 |
| 1,492 |
| 432 |
| 2,663 |
| 3,095 |
| 863 |
| 1997 |
|
| 46,420 |
|
|
| 133 |
| 1,492 |
| 1,733 |
| 432 |
| 2,726 |
| 3,158 |
| 1,061 |
| 1997 |
|
Lancaster, CA |
| 60,625 |
|
| (C) | 390 |
| 2,247 |
| 953 |
| 556 |
| 2,769 |
| 3,325 |
| 756 |
| 2001 |
|
| 60,675 |
|
|
| 390 |
| 2,247 |
| 953 |
| 556 |
| 2,700 |
| 3,256 |
| 929 |
| 2001 |
|
Long Beach, CA |
| 125,163 |
|
| (O) | 3,138 |
| 14,368 |
| 480 |
| 3,138 |
| 14,844 |
| 17,982 |
| 3,892 |
| 2006 |
|
| 125,121 |
|
|
| 3,138 |
| 14,368 |
| 406 |
| 3,138 |
| 12,863 |
| 16,001 |
| 3,245 |
| 2006 |
|
Murrieta, CA |
| 49,815 |
|
| (M) | 1,883 |
| 5,532 |
| 199 |
| 1,903 |
| 4,926 |
| 6,829 |
| 883 |
| 2005 |
|
| 49,855 |
|
|
| 1,883 |
| 5,532 |
| 131 |
| 1,903 |
| 4,798 |
| 6,701 |
| 1,255 |
| 2005 |
|
North Highlands, CA |
| 57,244 |
|
| (B) | 868 |
| 2,546 |
| 262 |
| 868 |
| 2,442 |
| 3,310 |
| 473 |
| 2005 |
|
| 57,094 |
|
| (A) | 868 |
| 2,546 |
| 336 |
| 868 |
| 2,437 |
| 3,305 |
| 656 |
| 2005 |
|
Orangevale, CA |
| 50,392 |
|
| (B) | 1,423 |
| 4,175 |
| 280 |
| 1,423 |
| 3,860 |
| 5,283 |
| 707 |
| 2005 |
|
| 50,392 |
|
| (A) | 1,423 |
| 4,175 |
| 255 |
| 1,423 |
| 3,769 |
| 5,192 |
| 1,022 |
| 2005 |
|
Palm Springs I, CA |
| 72,675 |
|
| (O) | 1,565 |
| 7,164 |
| 130 |
| 1,566 |
| 7,290 |
| 8,856 |
| 1,940 |
| 2006 |
| |||||||||||||||||||||
Palm Springs II, CA |
| 122,370 |
|
| (O) | 2,131 |
| 9,758 |
| 375 |
| 2,132 |
| 10,124 |
| 12,256 |
| 2,685 |
| 2006 |
| |||||||||||||||||||||
Pleasanton, CA |
| 85,055 |
|
|
| 2,799 |
| 8,222 |
| 60 |
| 2,799 |
| 7,117 |
| 9,916 |
| 1,236 |
| 2005 |
|
| 85,045 |
|
|
| 2,799 |
| 8,222 |
| 51 |
| 2,799 |
| 7,030 |
| 9,829 |
| 1,838 |
| 2005 |
|
Rancho Cordova, CA |
| 54,128 |
|
| (B) | 1,094 |
| 3,212 |
| 239 |
| 1,095 |
| 2,992 |
| 4,087 |
| 581 |
| 2005 |
|
| 53,978 |
|
| (A) | 1,094 |
| 3,212 |
| 231 |
| 1,095 |
| 2,935 |
| 4,030 |
| 796 |
| 2005 |
|
Rialto I, CA |
| 57,411 |
|
| (M) | 899 |
| 4,118 |
| 173 |
| 899 |
| 4,287 |
| 5,186 |
| 1,135 |
| 2006 |
|
| 57,391 |
|
|
| 899 |
| 4,118 |
| 174 |
| 899 |
| 3,722 |
| 4,621 |
| 941 |
| 2006 |
|
Rialto II, CA |
| 99,783 |
|
|
| 277 |
| 3,098 |
| 1,745 |
| 672 |
| 4,390 |
| 5,062 |
| 1,556 |
| 1997 |
|
| 99,783 |
|
|
| 277 |
| 3,098 |
| 1,703 |
| 672 |
| 4,025 |
| 4,697 |
| 1,783 |
| 1997 |
|
Riverside I, CA |
| 67,170 |
|
| (M) | 1,351 |
| 6,183 |
| 236 |
| 1,351 |
| 6,415 |
| 7,766 |
| 1,695 |
| 2006 |
|
| 67,120 |
|
|
| 1,351 |
| 6,183 |
| 390 |
| 1,351 |
| 5,741 |
| 7,092 |
| 1,424 |
| 2006 |
|
Riverside II, CA |
| 85,196 |
|
| (O) | 1,170 |
| 5,359 |
| 346 |
| 1,170 |
| 5,701 |
| 6,871 |
| 1,510 |
| 2006 |
|
| 85,426 |
|
|
| 1,170 |
| 5,359 |
| 318 |
| 1,170 |
| 4,943 |
| 6,113 |
| 1,246 |
| 2006 |
|
Roseville, CA |
| 59,869 |
|
| (B) | 1,284 |
| 3,767 |
| 375 |
| 1,284 |
| 3,605 |
| 4,889 |
| 673 |
| 2005 |
|
| 59,869 |
|
| (A) | 1,284 |
| 3,767 |
| 310 |
| 1,284 |
| 3,493 |
| 4,777 |
| 960 |
| 2005 |
|
Sacramento I, CA |
| 51,114 |
|
| (B) | 1,152 |
| 3,380 |
| 230 |
| 1,152 |
| 3,126 |
| 4,278 |
| 600 |
| 2005 |
|
| 50,714 |
|
| (A) | 1,152 |
| 3,380 |
| 223 |
| 1,152 |
| 3,055 |
| 4,207 |
| 838 |
| 2005 |
|
Sacramento II, CA |
| 61,856 |
|
| (B) | 1,406 |
| 4,128 |
| 147 |
| 1,407 |
| 3,686 |
| 5,093 |
| 690 |
| 2005 |
|
| 61,888 |
|
| (A) | 1,406 |
| 4,128 |
| 212 |
| 1,407 |
| 3,691 |
| 5,098 |
| 992 |
| 2005 |
|
San Bernardino I, CA |
| 31,070 |
|
| (A) | 51 |
| 572 |
| 1,145 |
| 182 |
| 1,480 |
| 1,662 |
| 436 |
| 1997 |
|
| 31,070 |
|
|
| 51 |
| 572 |
| 1,148 |
| 182 |
| 1,403 |
| 1,585 |
| 526 |
| 1997 |
|
San Bernardino II, CA |
| 41,546 |
|
| (A) | 112 |
| 1,251 |
| 1,161 |
| 306 |
| 2,042 |
| 2,348 |
| 682 |
| 1997 |
|
| 41,546 |
|
|
| 112 |
| 1,251 |
| 1,177 |
| 306 |
| 1,900 |
| 2,206 |
| 801 |
| 1997 |
|
San Bernardino III, CA |
| 35,416 |
|
|
| 98 |
| 1,093 |
| 1,189 |
| 242 |
| 1,800 |
| 2,042 |
| 690 |
| 1997 |
| |||||||||||||||||||||
San Bernardino IV, CA |
| 35,671 |
|
| (A) | 98 |
| 1,093 |
| 969 |
| 242 |
| 1,728 |
| 1,970 |
| 580 |
| 1997 |
|
| 83,057 |
|
|
| 1,872 |
| 5,391 |
| 84 |
| 1,872 |
| 4,758 |
| 6,630 |
| 1,279 |
| 2005 |
|
San Bernardino V, CA |
| 83,507 |
|
| (C) | 1,872 |
| 5,391 |
| 55 |
| 1,872 |
| 4,783 |
| 6,655 |
| 891 |
| 2005 |
|
| 57,595 |
|
|
| 783 |
| 3,583 |
| 440 |
| 783 |
| 3,496 |
| 4,279 |
| 892 |
| 2006 |
|
San Bernardino VI, CA |
| 57,145 |
|
| (M) | 783 |
| 3,583 |
| 447 |
| 783 |
| 4,026 |
| 4,809 |
| 1,037 |
| 2006 |
| |||||||||||||||||||||
San Bernardino VII, CA |
| 103,860 |
|
| (M) | 1,205 |
| 5,518 |
| 252 |
| 1,205 |
| 5,316 |
| 6,521 |
| 1,529 |
| 2006 |
|
| 78,729 |
|
|
| 1,475 |
| 6,753 |
| 250 |
| 1,290 |
| 6,257 |
| 7,547 |
| 1,590 |
| 2006 |
|
San Bernardino VIII, CA |
| 78,729 |
|
| (M) | 1,475 |
| 6,753 |
| 322 |
| 1,476 |
| 7,070 |
| 8,546 |
| 1,867 |
| 2006 |
|
| 95,604 |
|
|
| 1,691 |
| 7,741 |
| 393 |
| 1,692 |
| 6,192 |
| 7,884 |
| 2,465 |
| 2006 |
|
San Bernardino IX, CA |
| 95,129 |
|
| (O) | 1,691 |
| 7,741 |
| 286 |
| 1,692 |
| 7,191 |
| 8,883 |
| 2,100 |
| 2006 |
| |||||||||||||||||||||
San Bernardino X, CA |
| 37,430 |
|
|
| 775 |
| 2,288 |
| 121 |
| 776 |
| 2,078 |
| 2,854 |
| 381 |
| 2005 |
| |||||||||||||||||||||
San Marcos, CA |
| 37,430 |
|
|
| 775 |
| 2,288 |
| 116 |
| 776 |
| 2,040 |
| 2,816 |
| 554 |
| 2005 |
| |||||||||||||||||||||
Santa Ana, CA |
| 63,571 |
|
| (O) | 1,223 |
| 5,600 |
| 233 |
| 1,223 |
| 5,829 |
| 7,052 |
| 1,534 |
| 2006 |
|
| 63,816 |
|
|
| 1,223 |
| 5,600 |
| 256 |
| 1,223 |
| 5,082 |
| 6,305 |
| 1,288 |
| 2006 |
|
South Sacramento, CA |
| 51,940 |
|
| (B) | 790 |
| 2,319 |
| 242 |
| 791 |
| 2,227 |
| 3,018 |
| 431 |
| 2005 |
|
| 52,565 |
|
| (A) | 790 |
| 2,319 |
| 231 |
| 791 |
| 2,154 |
| 2,945 |
| 587 |
| 2005 |
|
Spring Valley, CA |
| 55,045 |
|
| (M) | 1,178 |
| 5,394 |
| 517 |
| 1,178 |
| 5,907 |
| 7,085 |
| 1,502 |
| 2006 |
|
| 55,045 |
|
|
| 1,178 |
| 5,394 |
| 524 |
| 1,178 |
| 5,174 |
| 6,352 |
| 1,323 |
| 2006 |
|
Temecula I, CA |
| 81,700 |
|
|
| 660 |
| 4,735 |
| 1,142 |
| 899 |
| 5,255 |
| 6,154 |
| 1,437 |
| 1998 |
|
| 81,310 |
|
|
| 660 |
| 4,735 |
| 1,210 |
| 899 |
| 5,388 |
| 6,287 |
| 1,219 |
| 1998 |
|
Temecula II, CA |
| 84,398 |
|
| (M) | 3,080 |
| 5,839 |
| 147 |
| 3,080 |
| 5,876 |
| 8,956 |
| 1,066 |
| 2007 |
|
| 84,318 |
|
|
| 3,080 |
| 5,839 |
| 192 |
| 3,080 |
| 5,102 |
| 8,182 |
| 1,018 |
| 2007 |
|
Thousand Palms, CA |
| 75,445 |
|
| (O) | 1,493 |
| 6,835 |
| 383 |
| 1,493 |
| 7,214 |
| 8,707 |
| 1,939 |
| 2006 |
| |||||||||||||||||||||
Vista I, CA |
| 74,405 |
|
|
| 711 |
| 4,076 |
| 2,081 |
| 1,118 |
| 5,247 |
| 6,365 |
| 1,294 |
| 2001 |
|
| 74,405 |
|
|
| 711 |
| 4,076 |
| 2,275 |
| 1,118 |
| 5,424 |
| 6,542 |
| 1,757 |
| 2001 |
|
Vista II, CA |
| 147,281 |
|
| (O) | 4,629 |
| 13,599 |
| 198 |
| 4,629 |
| 11,877 |
| 16,506 |
| 2,056 |
| 2005 |
|
| 147,941 |
|
|
| 4,629 |
| 13,599 |
| 139 |
| 4,629 |
| 11,707 |
| 16,336 |
| 3,056 |
| 2005 |
|
Walnut, CA |
| 50,708 |
|
| (O) | 1,578 |
| 4,635 |
| 184 |
| 1,595 |
| 4,143 |
| 5,738 |
| 743 |
| 2005 |
|
| 50,708 |
|
|
| 1,578 |
| 4,635 |
| 224 |
| 1,595 |
| 4,120 |
| 5,715 |
| 1,070 |
| 2005 |
|
West Sacramento, CA |
| 40,015 |
|
| (B) | 1,222 |
| 3,590 |
| 148 |
| 1,222 |
| 3,189 |
| 4,411 |
| 835 |
| 2005 |
| |||||||||||||||||||||
Westminster, CA |
| 68,428 |
|
|
| 1,740 |
| 5,142 |
| 291 |
| 1,743 |
| 4,550 |
| 6,293 |
| 1,252 |
| 2005 |
| |||||||||||||||||||||
Aurora, CO |
| 75,867 |
|
| (A) | 1,343 |
| 2,986 |
| 274 |
| 1,343 |
| 2,726 |
| 4,069 |
| 715 |
| 2005 |
| |||||||||||||||||||||
Colorado Springs I, CO |
| 47,975 |
|
|
| 771 |
| 1,717 |
| 329 |
| 771 |
| 1,704 |
| 2,475 |
| 434 |
| 2005 |
| |||||||||||||||||||||
Colorado Springs II, CO |
| 62,400 |
| 1,733 |
| 657 |
| 2,674 |
| 207 |
| 656 |
| 2,394 |
| 3,050 |
| 600 |
| 2006 |
| |||||||||||||||||||||
Denver I, CO |
| 59,200 |
|
|
| 673 |
| 2,741 |
| 183 |
| 671 |
| 2,434 |
| 3,105 |
| 661 |
| 2006 |
| |||||||||||||||||||||
Denver II, CO |
| 74,435 |
|
|
| 1,430 |
| 7,053 |
| 36 |
| 1,430 |
| 7,088 |
| 8,518 |
| 283 |
| 2012 |
| |||||||||||||||||||||
Federal Heights, CO |
| 54,770 |
|
| (A) | 878 |
| 1,953 |
| 234 |
| 879 |
| 1,793 |
| 2,672 |
| 456 |
| 2005 |
| |||||||||||||||||||||
Golden, CO |
| 87,800 |
|
| (A) | 1,683 |
| 3,744 |
| 382 |
| 1,684 |
| 3,456 |
| 5,140 |
| 886 |
| 2005 |
| |||||||||||||||||||||
Littleton, CO |
| 53,490 |
|
| (A) | 1,268 |
| 2,820 |
| 197 |
| 1,268 |
| 2,509 |
| 3,777 |
| 634 |
| 2005 |
| |||||||||||||||||||||
Northglenn, CO |
| 52,102 |
|
| (A) | 862 |
| 1,917 |
| 360 |
| 862 |
| 1,863 |
| 2,725 |
| 460 |
| 2005 |
| |||||||||||||||||||||
Bloomfield, CT |
| 48,700 |
|
|
| 78 |
| 880 |
| 2,278 |
| 360 |
| 2,584 |
| 2,944 |
| 1,010 |
| 1997 |
| |||||||||||||||||||||
Branford, CT |
| 50,679 |
|
|
| 217 |
| 2,433 |
| 1,271 |
| 504 |
| 3,011 |
| 3,515 |
| 1,600 |
| 1995 |
| |||||||||||||||||||||
Bristol, CT |
| 47,725 |
|
|
| 1,819 |
| 3,161 |
| 58 |
| 1,819 |
| 2,754 |
| 4,573 |
| 825 |
| 2005 |
| |||||||||||||||||||||
East Windsor, CT |
| 46,016 |
|
|
| 744 |
| 1,294 |
| 447 |
| 744 |
| 1,470 |
| 2,214 |
| 433 |
| 2005 |
| |||||||||||||||||||||
Enfield, CT |
| 52,875 |
|
|
| 424 |
| 2,424 |
| 386 |
| 473 |
| 2,219 |
| 2,692 |
| 856 |
| 2001 |
| |||||||||||||||||||||
Gales Ferry, CT |
| 54,230 |
|
|
| 240 |
| 2,697 |
| 1,440 |
| 489 |
| 3,461 |
| 3,950 |
| 1,474 |
| 1995 |
|
|
|
|
|
|
|
|
|
|
|
|
| Gross Carrying Amount |
|
|
|
|
| ||||
|
|
|
|
|
| Initial Cost |
| Costs |
| at December 31, 2009 |
|
|
|
|
| ||||||
Description |
| Square |
| Encumbrances |
| Land |
| Building and |
| Subsequent to |
| Land |
| Building and |
| Total |
| Accumulated |
| Year Acquired / |
|
West Sacramento, CA |
| 39,715 |
|
| (I) | 1,222 |
| 3,590 |
| 163 |
| 1,222 |
| 3,241 |
| 4,463 |
| 563 |
| 2005 |
|
Westminster, CA |
| 68,148 |
|
|
| 1,740 |
| 5,142 |
| 241 |
| 1,743 |
| 4,649 |
| 6,392 |
| 878 |
| 2005 |
|
Aurora, CO |
| 75,827 |
|
| (B) | 1,343 |
| 2,986 |
| 249 |
| 1,343 |
| 2,742 |
| 4,085 |
| 497 |
| 2005 |
|
Colorado Springs I, CO |
| 47,975 |
|
| (O) | 771 |
| 1,717 |
| 297 |
| 771 |
| 1,728 |
| 2,499 |
| 310 |
| 2005 |
|
Colorado Springs II, CO |
| 62,400 |
| 1,877 |
| 657 |
| 2,674 |
| 199 |
| 656 |
| 2,870 |
| 3,526 |
| 763 |
| 2006 |
|
Denver, CO |
| 59,200 |
|
| (O) | 673 |
| 2,741 |
| 167 |
| 674 |
| 2,903 |
| 3,577 |
| 849 |
| 2006 |
|
Federal Heights, CO |
| 54,770 |
|
| (B) | 878 |
| 1,953 |
| 190 |
| 879 |
| 1,819 |
| 2,698 |
| 325 |
| 2005 |
|
Golden, CO |
| 86,580 |
|
| (B) | 1,683 |
| 3,744 |
| 333 |
| 1,684 |
| 3,462 |
| 5,146 |
| 600 |
| 2005 |
|
Littleton I , CO |
| 53,490 |
|
| (B) | 1,268 |
| 2,820 |
| 162 |
| 1,268 |
| 2,516 |
| 3,784 |
| 434 |
| 2005 |
|
Northglenn, CO |
| 52,102 |
|
| (B) | 862 |
| 1,917 |
| 180 |
| 862 |
| 1,777 |
| 2,639 |
| 324 |
| 2005 |
|
Bloomfield, CT |
| 48,700 |
|
| (O) | 78 |
| 880 |
| 2,208 |
| 360 |
| 2,780 |
| 3,140 |
| 903 |
| 1997 |
|
Branford, CT |
| 50,679 |
|
|
| 217 |
| 2,433 |
| 1,203 |
| 504 |
| 2,924 |
| 3,428 |
| 930 |
| 1995 |
|
Bristol, CT |
| 47,950 |
|
| (C) | 1,819 |
| 3,161 |
| 93 |
| 1,819 |
| 2,800 |
| 4,619 |
| 581 |
| 2005 |
|
East Windsor, CT |
| 45,800 |
|
| (A) | 744 |
| 1,294 |
| 347 |
| 744 |
| 1,433 |
| 2,177 |
| 301 |
| 2005 |
|
Enfield, CT |
| 52,875 |
|
|
| 424 |
| 2,424 |
| 369 |
| 473 |
| 2,232 |
| 2,705 |
| 620 |
| 2001 |
|
Gales Ferry, CT |
| 54,230 |
|
| (O) | 240 |
| 2,697 |
| 1,409 |
| 489 |
| 3,492 |
| 3,981 |
| 1,200 |
| 1995 |
|
Manchester I, CT (6) |
| 47,125 |
|
|
| 540 |
| 3,096 |
| 365 |
| 563 |
| 2,759 |
| 3,322 |
| 732 |
| 2002 |
|
Manchester II, CT |
| 52,725 |
|
| (C) | 996 |
| 1,730 |
| 173 |
| 996 |
| 1,652 |
| 2,648 |
| 337 |
| 2005 |
|
Milford, CT |
| 44,885 |
|
| (O) | 87 |
| 1,050 |
| 1,073 |
| 274 |
| 1,918 |
| 2,192 |
| 727 |
| 1994 |
|
Monroe, CT |
| 58,500 |
|
| (C) | 2,004 |
| 3,483 |
| 573 |
| 2,004 |
| 3,545 |
| 5,549 |
| 777 |
| 2005 |
|
Mystic, CT |
| 50,725 |
|
| (O) | 136 |
| 1,645 |
| 1,794 |
| 410 |
| 3,148 |
| 3,558 |
| 1,191 |
| 1994 |
|
Newington I, CT |
| 42,520 |
|
| (C) | 1,059 |
| 1,840 |
| 150 |
| 1,059 |
| 1,724 |
| 2,783 |
| 348 |
| 2005 |
|
Newington II, CT |
| 36,140 |
|
| (C) | 911 |
| 1,584 |
| 176 |
| 911 |
| 1,529 |
| 2,440 |
| 319 |
| 2005 |
|
Old Saybrook I, CT |
| 86,950 |
|
| (C) | 3,092 |
| 5,374 |
| 368 |
| 3,092 |
| 4,977 |
| 8,069 |
| 1,040 |
| 2005 |
|
Old Saybrook II, CT |
| 26,425 |
|
| (C) | 1,135 |
| 1,973 |
| 212 |
| 1,135 |
| 1,900 |
| 3,035 |
| 398 |
| 2005 |
|
South Windsor, CT |
| 72,125 |
|
|
| 90 |
| 1,127 |
| 1,118 |
| 272 |
| 2,043 |
| 2,315 |
| 748 |
| 1994 |
|
Stamford, CT |
| 28,957 |
|
| (C) | 1,941 |
| 3,374 |
| 78 |
| 1,941 |
| 2,961 |
| 4,902 |
| 610 |
| 2005 |
|
Washington, DC |
| 63,085 |
|
| (I) | 871 |
| 12,759 |
| 306 |
| 894 |
| 12,020 |
| 12,914 |
| 1,910 |
| 2008 |
|
Boca Raton, FL |
| 37,958 |
|
|
| 529 |
| 3,054 |
| 1,482 |
| 813 |
| 3,655 |
| 4,468 |
| 935 |
| 2001 |
|
Boynton Beach I, FL |
| 61,977 |
|
| (C) | 667 |
| 3,796 |
| 1,646 |
| 958 |
| 4,403 |
| 5,361 |
| 1,152 |
| 2001 |
|
Boynton Beach II, FL |
| 61,727 |
|
| (A) | 1,030 |
| 2,968 |
| 231 |
| 1,030 |
| 2,821 |
| 3,851 |
| 528 |
| 2005 |
|
Bradenton I, FL |
| 68,391 |
|
| (O) | 1,180 |
| 3,324 |
| 175 |
| 1,180 |
| 3,079 |
| 4,259 |
| 604 |
| 2004 |
|
Bradenton II, FL |
| 87,815 |
|
| (O) | 1,931 |
| 5,561 |
| 364 |
| 1,931 |
| 5,227 |
| 7,158 |
| 1,024 |
| 2004 |
|
Cape Coral, FL |
| 76,567 |
|
|
| 472 |
| 2,769 |
| 2,447 |
| 830 |
| 4,415 |
| 5,245 |
| 1,394 |
| 2000 |
|
Dania Beach, FL (6) |
| 181,463 |
|
| (O) | 3,584 |
| 10,324 |
| 985 |
| 3,584 |
| 9,978 |
| 13,562 |
| 1,883 |
| 2004 |
|
Dania, FL |
| 58,270 |
|
| (O) | 205 |
| 2,068 |
| 1,389 |
| 481 |
| 3,149 |
| 3,630 |
| 1,189 |
| 1994 |
|
Davie, FL |
| 81,135 |
|
|
| 1,268 |
| 7,183 |
| 745 |
| 1,373 |
| 6,035 |
| 7,408 |
| 1,292 |
| 2001 |
|
Deerfield Beach, FL |
| 57,280 |
|
| (A) | 946 |
| 2,999 |
| 1,964 |
| 1,311 |
| 4,542 |
| 5,853 |
| 1,254 |
| 1998 |
|
Delray Beach, FL |
| 67,821 |
|
| (A) | 798 |
| 4,539 |
| 635 |
| 883 |
| 4,215 |
| 5,098 |
| 1,167 |
| 2001 |
|
Fernandina Beach, FL |
| 110,785 |
|
| (O) | 189 |
| 2,111 |
| 4,894 |
| 523 |
| 6,658 |
| 7,181 |
| 1,946 |
| 1996 |
|
Ft. Lauderdale, FL |
| 70,093 |
|
|
| 937 |
| 3,646 |
| 2,361 |
| 1,384 |
| 5,443 |
| 6,827 |
| 1,497 |
| 1999 |
|
Ft. Myers, FL |
| 67,558 |
|
| (A) | 303 |
| 3,329 |
| 605 |
| 328 |
| 3,463 |
| 3,791 |
| 1,129 |
| 1998 |
|
Jacksonville I, FL |
| 80,376 |
|
| (O) | 1,862 |
| 5,362 |
| 43 |
| 1,862 |
| 4,739 |
| 6,601 |
| 757 |
| 2005 |
|
Jacksonville II, FL |
| 65,070 |
|
|
| 950 |
| 7,004 |
| 34 |
| 950 |
| 6,371 |
| 7,321 |
| 1,157 |
| 2007 |
|
Jacksonville III, FL |
| 65,575 |
|
| (O) | 860 |
| 7,409 |
| 834 |
| 1,670 |
| 6,861 |
| 8,531 |
| 1,242 |
| 2007 |
|
Jacksonville IV, FL |
| 77,515 |
|
| (O) | 870 |
| 8,049 |
| 49 |
| 870 |
| 8,054 |
| 8,924 |
| 1,462 |
| 2007 |
|
Jacksonville V, FL |
| 82,165 |
|
| (O) | 1,220 |
| 8,210 |
| 89 |
| 1,220 |
| 7,763 |
| 8,983 |
| 1,403 |
| 2007 |
|
Lake Worth, FL |
| 161,808 |
|
|
| 183 |
| 6,597 |
| 6,755 |
| 183 |
| 11,728 |
| 11,911 |
| 3,696 |
| 1998 |
|
Lakeland, FL |
| 49,095 |
|
| (A) | 81 |
| 896 |
| 992 |
| 256 |
| 1,384 |
| 1,640 |
| 449 |
| 1994 |
|
Kendall, FL |
| 75,395 |
|
| (I) | 2,350 |
| 8,106 |
| 65 |
| 2,350 |
| 7,403 |
| 9,753 |
| 1,338 |
| 2007 |
|
Lutz I, FL |
| 66,895 |
|
| (O) | 901 |
| 2,478 |
| 146 |
| 901 |
| 2,303 |
| 3,204 |
| 447 |
| 2004 |
|
Lutz II, FL |
| 69,232 |
|
|
| 992 |
| 2,868 |
| 226 |
| 992 |
| 2,725 |
| 3,717 |
| 554 |
| 2004 |
|
Margate I, FL |
| 54,505 |
|
| (A) | 161 |
| 1,763 |
| 1,804 |
| 399 |
| 3,278 |
| 3,677 |
| 1,192 |
| 1994 |
|
Margate II, FL |
| 65,186 |
|
| (O) | 132 |
| 1,473 |
| 1,732 |
| 383 |
| 2,918 |
| 3,301 |
| 1,008 |
| 1996 |
|
Merrit Island, FL |
| 50,417 |
|
| (A) | 716 |
| 2,983 |
| 492 |
| 796 |
| 2,815 |
| 3,611 |
| 653 |
| 2000 |
|
Miami I, FL |
| 46,825 |
|
|
| 179 |
| 1,999 |
| 1,730 |
| 484 |
| 3,150 |
| 3,634 |
| 1,056 |
| 1995 |
|
Miami II, FL |
| 67,060 |
|
| (C) | 253 |
| 2,544 |
| 1,417 |
| 561 |
| 3,626 |
| 4,187 |
| 1,410 |
| 1994 |
|
Miami IV, FL |
| 150,590 |
|
| (O) | 4,577 |
| 13,185 |
| 469 |
| 4,577 |
| 12,038 |
| 16,615 |
| 1,991 |
| 2005 |
|
Naples I, FL |
| 48,150 |
| 1,095 |
| 90 |
| 1,010 |
| 2,422 |
| 270 |
| 3,105 |
| 3,375 |
| 988 |
| 1996 |
|
Naples II, FL |
| 65,850 |
|
| (C) | 148 |
| 1,652 |
| 4,231 |
| 558 |
| 5,446 |
| 6,004 |
| 1,763 |
| 1997 |
|
Naples III, FL |
| 80,627 |
|
| (A) | 139 |
| 1,561 |
| 3,947 |
| 598 |
| 4,563 |
| 5,161 |
| 1,607 |
| 1997 |
|
Naples IV, FL |
| 40,475 |
|
| (O) | 262 |
| 2,980 |
| 532 |
| 407 |
| 3,332 |
| 3,739 |
| 1,212 |
| 1998 |
|
Ocoee, FL |
| 76,130 |
| 3,184 |
| 1,286 |
| 3,705 |
| 107 |
| 1,286 |
| 3,344 |
| 4,630 |
| 601 |
| 2005 |
|
Orange City, FL |
| 59,586 |
|
| (O) | 1,191 |
| 3,209 |
| 95 |
| 1,191 |
| 2,896 |
| 4,087 |
| 556 |
| 2004 |
|
Orlando I, FL (6) |
| 52,170 |
|
| (O) | 187 |
| 2,088 |
| 558 |
| 240 |
| 2,554 |
| 2,794 |
| 1,140 |
| 1997 |
|
Orlando II, FL |
| 63,084 |
|
| (C) | 1,589 |
| 4,576 |
| 87 |
| 1,589 |
| 4,099 |
| 5,688 |
| 737 |
| 2005 |
|
Orlando III, FL |
| 104,140 |
|
| (O) | 1,209 |
| 7,768 |
| 257 |
| 1,209 |
| 8,021 |
| 9,230 |
| 2,056 |
| 2006 |
|
Orlando IV, FL |
| 76,615 |
|
|
| 633 |
| 3,587 |
| 32 |
| 633 |
| 3,619 |
| 4,252 |
| 17 |
| 2010 |
|
Oviedo, FL |
| 49,251 |
|
| (O) | 440 |
| 2,824 |
| 407 |
| 440 |
| 3,227 |
| 3,667 |
| 841 |
| 2006 |
|
Pembroke Pines, FL |
| 67,321 |
|
|
| 337 |
| 3,772 |
| 2,658 |
| 953 |
| 5,774 |
| 6,727 |
| 1,945 |
| 1997 |
|
Royal Palm Beach I, FL |
| 98,961 |
|
|
| 205 |
| 2,148 |
| 2,692 |
| 741 |
| 4,238 |
| 4,979 |
| 1,702 |
| 1994 |
|
Royal Palm Beach II, FL |
| 81,415 |
|
| (O) | 1,640 |
| 8,607 |
| 69 |
| 1,640 |
| 8,163 |
| 9,803 |
| 1,473 |
| 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
| Gross Carrying Amount |
|
|
|
|
| ||||
|
|
|
|
|
| Initial Cost |
|
|
| at December 31, 2010 |
|
|
|
|
| ||||||
Description |
| Square |
| Encumbrances |
| Land |
| Building and |
| Costs |
| Land |
| Building and |
| Total |
| Accumulated |
| Year Acquired / |
|
Sanford, FL |
| 61,810 |
|
| (O) | 453 |
| 2,911 |
| 129 |
| 453 |
| 3,036 |
| 3,489 |
| 798 |
| 2006 |
|
Sarasota, FL |
| 71,102 |
|
| (A) | 333 |
| 3,656 |
| 1,203 |
| 529 |
| 4,166 |
| 4,695 |
| 1,319 |
| 1998 |
|
St. Augustine, FL |
| 59,725 |
|
| (O) | 135 |
| 1,515 |
| 3,224 |
| 383 |
| 4,462 |
| 4,845 |
| 1,512 |
| 1996 |
|
Stuart, FL |
| 86,883 |
|
| (C) | 324 |
| 3,625 |
| 2,762 |
| 685 |
| 5,974 |
| 6,659 |
| 1,997 |
| 1997 |
|
SW Ranches, FL |
| 64,955 |
| 3,931 |
| 1,390 |
| 7,598 |
| 41 |
| 1,390 |
| 6,748 |
| 8,138 |
| 1,222 |
| 2007 |
|
Tampa, FL |
| 83,738 |
|
|
| 2,670 |
| 6,249 |
| 102 |
| 2,670 |
| 5,816 |
| 8,486 |
| 1,071 |
| 2007 |
|
West Palm Beach I, FL |
| 68,063 |
|
| (O) | 719 |
| 3,420 |
| 1,535 |
| 835 |
| 4,038 |
| 4,873 |
| 1,097 |
| 2001 |
|
West Palm Beach II, FL |
| 94,503 |
|
|
| 2,129 |
| 8,671 |
| 254 |
| 2,129 |
| 7,435 |
| 9,564 |
| 1,459 |
| 2004 |
|
Alpharetta, GA |
| 90,485 |
|
|
| 806 |
| 4,720 |
| 927 |
| 967 |
| 4,132 |
| 5,099 |
| 1,005 |
| 2001 |
|
Austell , GA |
| 83,625 |
| 2,210 |
| 1,635 |
| 4,711 |
| 161 |
| 1,643 |
| 4,860 |
| 6,503 |
| 1,123 |
| 2006 |
|
Decatur, GA |
| 148,480 |
|
| (O) | 616 |
| 6,776 |
| 157 |
| 616 |
| 6,856 |
| 7,472 |
| 2,545 |
| 1998 |
|
Norcross, GA |
| 85,410 |
|
|
| 514 |
| 2,930 |
| 749 |
| 632 |
| 2,992 |
| 3,624 |
| 742 |
| 2001 |
|
Peachtree City, GA |
| 49,875 |
|
| (O) | 435 |
| 2,532 |
| 543 |
| 529 |
| 2,489 |
| 3,018 |
| 631 |
| 2001 |
|
Smyrna, GA |
| 56,820 |
|
|
| 750 |
| 4,271 |
| 169 |
| 750 |
| 3,494 |
| 4,244 |
| 863 |
| 2001 |
|
Snellville, GA |
| 80,000 |
|
| (O) | 1,660 |
| 4,781 |
| 152 |
| 1,660 |
| 4,929 |
| 6,589 |
| 1,032 |
| 2007 |
|
Suwanee I, GA |
| 85,240 |
|
| (O) | 1,737 |
| 5,010 |
| 145 |
| 1,737 |
| 5,151 |
| 6,888 |
| 1,077 |
| 2007 |
|
Suwanee II, GA |
| 79,640 |
|
| (O) | 800 |
| 6,942 |
| — |
| 622 |
| 6,626 |
| 7,248 |
| 1,199 |
| 2007 |
|
Addison, IL |
| 31,325 |
|
| (O) | 428 |
| 3,531 |
| 226 |
| 428 |
| 3,315 |
| 3,743 |
| 636 |
| 2004 |
|
Aurora, IL |
| 74,435 |
|
| (O) | 644 |
| 3,652 |
| 114 |
| 644 |
| 3,311 |
| 3,955 |
| 635 |
| 2004 |
|
Bartlett, IL |
| 51,425 |
|
| (O) | 931 |
| 2,493 |
| 164 |
| 931 |
| 2,340 |
| 3,271 |
| 446 |
| 2004 |
|
Hanover, IL |
| 41,178 |
|
| (C) | 1,126 |
| 2,197 |
| 163 |
| 1,126 |
| 2,078 |
| 3,204 |
| 400 |
| 2004 |
|
Bellwood, IL |
| 86,650 |
|
| (C) | 1,012 |
| 5,768 |
| 644 |
| 1,012 |
| 5,189 |
| 6,201 |
| 1,352 |
| 2001 |
|
Des Plaines, IL (6) |
| 74,400 |
| 3,430 |
| 1,564 |
| 4,327 |
| 281 |
| 1,564 |
| 4,058 |
| 5,622 |
| 781 |
| 2004 |
|
Elk Grove Village, IL |
| 64,129 |
|
| (O) | 1,446 |
| 3,535 |
| 230 |
| 1,446 |
| 3,297 |
| 4,743 |
| 651 |
| 2004 |
|
Glenview, IL |
| 100,115 |
|
| (O) | 3,740 |
| 10,367 |
| 169 |
| 3,740 |
| 9,255 |
| 12,995 |
| 1,780 |
| 2004 |
|
Gurnee, IL |
| 80,300 |
|
| (O) | 1,521 |
| 5,440 |
| 244 |
| 1,521 |
| 5,007 |
| 6,528 |
| 986 |
| 2004 |
|
Harvey, IL |
| 60,090 |
|
| (O) | 869 |
| 3,635 |
| 169 |
| 869 |
| 3,342 |
| 4,211 |
| 630 |
| 2004 |
|
Joliet, IL |
| 73,175 |
|
| (O) | 547 |
| 4,704 |
| 182 |
| 547 |
| 4,292 |
| 4,839 |
| 814 |
| 2004 |
|
Kildeer, IL |
| 46,275 |
|
|
| 2,102 |
| 2,187 |
| 15 |
| 1,997 |
| 2,027 |
| 4,024 |
| 386 |
| 2004 |
|
Lombard, IL |
| 58,188 |
|
| (O) | 1,305 |
| 3,938 |
| 612 |
| 1,305 |
| 4,065 |
| 5,370 |
| 816 |
| 2004 |
|
Mount Prospect, IL |
| 65,000 |
|
|
| 1,701 |
| 3,114 |
| 249 |
| 1,701 |
| 2,976 |
| 4,677 |
| 561 |
| 2004 |
|
Mundelein, IL |
| 44,700 |
|
| (O) | 1,498 |
| 2,782 |
| 142 |
| 1,498 |
| 2,568 |
| 4,066 |
| 500 |
| 2004 |
|
North Chicago, IL |
| 53,350 |
|
| (O) | 1,073 |
| 3,006 |
| 246 |
| 1,073 |
| 2,872 |
| 3,945 |
| 565 |
| 2004 |
|
Plainfield I, IL |
| 53,800 |
|
| (O) | 1,770 |
| 1,715 |
| 222 |
| 1,770 |
| 1,698 |
| 3,468 |
| 333 |
| 2004 |
|
Plainfield II, IL |
| 51,900 |
|
| (O) | 694 |
| 2,000 |
| 123 |
| 694 |
| 1,840 |
| 2,534 |
| 339 |
| 2005 |
|
Schaumburg, IL |
| 31,160 |
|
| (O) | 538 |
| 645 |
| 135 |
| 538 |
| 671 |
| 1,209 |
| 134 |
| 2004 |
|
Streamwood, IL |
| 64,305 |
|
| (A) | 1,447 |
| 1,662 |
| 240 |
| 1,447 |
| 1,665 |
| 3,112 |
| 333 |
| 2004 |
|
Warrensville, IL |
| 48,796 |
|
| (A) | 1,066 |
| 3,072 |
| 152 |
| 1,066 |
| 2,829 |
| 3,895 |
| 507 |
| 2005 |
|
Waukegan, IL |
| 79,500 |
|
| (O) | 1,198 |
| 4,363 |
| 250 |
| 1,198 |
| 4,054 |
| 5,252 |
| 777 |
| 2004 |
|
West Chicago, IL |
| 48,175 |
|
| (C) | 1,071 |
| 2,249 |
| 196 |
| 1,071 |
| 2,159 |
| 3,230 |
| 418 |
| 2004 |
|
Westmont, IL |
| 53,700 |
|
| (O) | 1,155 |
| 3,873 |
| 94 |
| 1,155 |
| 3,477 |
| 4,632 |
| 666 |
| 2004 |
|
Wheeling I, IL |
| 54,210 |
|
| (A) | 857 |
| 3,213 |
| 242 |
| 857 |
| 3,043 |
| 3,900 |
| 590 |
| 2004 |
|
Wheeling II, IL |
| 67,825 |
|
|
| 793 |
| 3,816 |
| 359 |
| 793 |
| 3,698 |
| 4,491 |
| 700 |
| 2004 |
|
Woodridge, IL |
| 50,262 |
| 2,322 |
| 943 |
| 3,397 |
| 184 |
| 943 |
| 3,149 |
| 4,092 |
| 604 |
| 2004 |
|
Indianapolis I, IN |
| 43,600 |
|
| (O) | 1,871 |
| 1,230 |
| 5 |
| 1,726 |
| 1,206 |
| 2,932 |
| 242 |
| 2004 |
|
Indianapolis II, IN |
| 44,900 |
|
| (O) | 669 |
| 2,434 |
| 137 |
| 669 |
| 2,228 |
| 2,897 |
| 428 |
| 2004 |
|
Indianapolis III, IN |
| 60,850 |
|
| (O) | 1,229 |
| 2,834 |
| 125 |
| 1,229 |
| 2,606 |
| 3,835 |
| 505 |
| 2004 |
|
Indianapolis IV, IN |
| 62,105 |
|
| (O) | 641 |
| 3,154 |
| 29 |
| 552 |
| 2,864 |
| 3,416 |
| 558 |
| 2004 |
|
Indianapolis V, IN |
| 74,825 |
|
| (O) | 2,138 |
| 3,633 |
| 175 |
| 2,138 |
| 3,351 |
| 5,489 |
| 652 |
| 2004 |
|
Indianapolis VI, IN |
| 73,003 |
|
| (A) | 406 |
| 3,496 |
| 211 |
| 406 |
| 3,260 |
| 3,666 |
| 626 |
| 2004 |
|
Indianapolis VII, IN |
| 91,777 |
|
| (O) | 908 |
| 4,755 |
| 500 |
| 908 |
| 4,653 |
| 5,561 |
| 907 |
| 2004 |
|
Indianapolis VIII, IN |
| 79,998 |
|
| (O) | 887 |
| 3,548 |
| 215 |
| 887 |
| 3,306 |
| 4,193 |
| 633 |
| 2004 |
|
Indianapolis IX, IN |
| 61,732 |
|
| (O) | 1,133 |
| 4,103 |
| 168 |
| 1,133 |
| 3,748 |
| 4,881 |
| 722 |
| 2004 |
|
Baton Rouge I, LA |
| 35,200 |
|
| (O) | 112 |
| 1,248 |
| 538 |
| 139 |
| 1,569 |
| 1,708 |
| 466 |
| 1997 |
|
Baton Rouge II, LA |
| 80,277 |
|
| (A) | 118 |
| 1,181 |
| 1,827 |
| 331 |
| 2,606 |
| 2,937 |
| 927 |
| 1997 |
|
Slidell, LA |
| 79,540 |
|
|
| 188 |
| 3,175 |
| 1,639 |
| 795 |
| 3,591 |
| 4,386 |
| 860 |
| 2001 |
|
Boston I, MA |
| 33,993 |
|
|
| 538 |
| 3,048 |
| 34 |
| 538 |
| 3,083 |
| 3,621 |
| 31 |
| 2010 |
|
Boston II, MA |
| 60,695 |
|
|
| 1,516 |
| 8,628 |
| 312 |
| 1,516 |
| 7,144 |
| 8,660 |
| 1,754 |
| 2002 |
|
Leominster, MA |
| 53,823 |
|
|
| 90 |
| 1,519 |
| 2,416 |
| 338 |
| 3,539 |
| 3,877 |
| 1,092 |
| 1998 |
|
Medford, MA |
| 58,815 |
| 3,176 |
| 1,330 |
| 7,165 |
| 66 |
| 1,330 |
| 6,664 |
| 7,994 |
| 1,205 |
| 2007 |
|
Baltimore, MD |
| 93,350 |
|
| (C) | 1,050 |
| 5,997 |
| 993 |
| 1,173 |
| 5,666 |
| 6,839 |
| 1,558 |
| 2001 |
|
California, MD |
| 77,865 |
|
| (O) | 1,486 |
| 4,280 |
| 123 |
| 1,486 |
| 3,870 |
| 5,356 |
| 743 |
| 2004 |
|
Gaithersburg, MD |
| 87,045 |
|
|
| 3,124 |
| 9,000 |
| 367 |
| 3,124 |
| 8,258 |
| 11,382 |
| 1,514 |
| 2005 |
|
Laurel, MD |
| 162,792 |
|
|
| 1,409 |
| 8,035 |
| 3,476 |
| 1,928 |
| 9,545 |
| 11,473 |
| 2,400 |
| 2001 |
|
Temple Hills, MD |
| 97,200 |
|
|
| 1,541 |
| 8,788 |
| 2,194 |
| 1,800 |
| 9,236 |
| 11,036 |
| 2,335 |
| 2001 |
|
Grand Rapids, MI |
| 87,381 |
|
| (A) | 185 |
| 1,821 |
| 1,466 |
| 325 |
| 2,848 |
| 3,173 |
| 1,049 |
| 1996 |
|
Portage, MI (6) |
| 50,280 |
|
| (O) | 104 |
| 1,160 |
| 844 |
| 237 |
| 1,688 |
| 1,925 |
| 603 |
| 1996 |
|
Romulus, MI |
| 42,050 |
|
| (A) | 308 |
| 1,743 |
| 658 |
| 418 |
| 1,927 |
| 2,345 |
| 445 |
| 1997 |
|
Wyoming, MI |
| 91,158 |
|
| (A) | 191 |
| 2,135 |
| 1,140 |
| 354 |
| 2,791 |
| 3,145 |
| 1,042 |
| 1996 |
|
Gulfport, MS |
| 61,251 |
|
| (C) | 172 |
| 1,928 |
| 1,006 |
| 338 |
| 2,719 |
| 3,057 |
| 976 |
| 1997 |
|
Belmont, NC |
| 81,448 |
|
| (O) | 385 |
| 2,196 |
| 663 |
| 451 |
| 2,293 |
| 2,744 |
| 609 |
| 2001 |
|
Burlington I, NC |
| 109,346 |
|
| (A) | 498 |
| 2,837 |
| 460 |
| 498 |
| 2,732 |
| 3,230 |
| 741 |
| 2001 |
|
Burlington II, NC |
| 42,205 |
|
| (O) | 320 |
| 1,829 |
| 307 |
| 340 |
| 1,748 |
| 2,088 |
| 458 |
| 2001 |
|
Cary, NC |
| 112,324 |
|
| (A) | 543 |
| 3,097 |
| 441 |
| 543 |
| 3,317 |
| 3,860 |
| 977 |
| 2001 |
|
Charlotte, NC |
| 69,000 |
|
|
| 782 |
| 4,429 |
| 1,391 |
| 1,068 |
| 4,704 |
| 5,772 |
| 1,064 |
| 1999 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Costs |
| Gross Carrying Amount |
|
|
|
|
| ||||||
|
|
|
|
|
| Initial Cost |
| Subsequent |
| at December 31, 2010 |
|
|
|
|
| ||||||
Description |
| Square Footage |
| Encumbrances |
| Land |
| Building and |
| to |
| Land |
| Building and |
| Total |
| Accumulated |
| Year Acquired / |
|
Raleigh, NC |
| 48,675 |
|
| (O) | 209 |
| 2,398 |
| 229 |
| 296 |
| 2,498 |
| 2,794 |
| 901 |
| 1998 |
|
Brick, NJ |
| 51,725 |
|
| (O) | 234 |
| 2,762 |
| 1,332 |
| 485 |
| 3,818 |
| 4,303 |
| 1,517 |
| 1994 |
|
Cherry Hill, NJ |
| 52,600 |
|
|
| 222 |
| 1,260 |
| 3 |
| 222 |
| 1,263 |
| 1,485 |
| 14 |
| 2010 |
|
Clifton, NJ |
| 105,550 |
|
| (A) | 4,346 |
| 12,520 |
| 171 |
| 4,346 |
| 11,154 |
| 15,500 |
| 1,905 |
| 2005 |
|
Cranford, NJ |
| 91,250 |
|
| (G) | 290 |
| 3,493 |
| 2,182 |
| 779 |
| 5,159 |
| 5,938 |
| 1,936 |
| 1994 |
|
East Hanover, NJ |
| 107,579 |
|
|
| 504 |
| 5,763 |
| 3,903 |
| 1,315 |
| 8,831 |
| 10,146 |
| 3,326 |
| 1994 |
|
Egg Harbor, NJ |
| 39,425 |
|
|
| 104 |
| 592 |
| 1 |
| 104 |
| 592 |
| 696 |
| 6 |
| 2010 |
|
Egg Harbor, NJ |
| 71,175 |
|
|
| 284 |
| 1,608 |
| 1 |
| 284 |
| 1,609 |
| 1,893 |
| 16 |
| 2010 |
|
Elizabeth, NJ |
| 38,830 |
|
|
| 751 |
| 2,164 |
| 277 |
| 751 |
| 2,169 |
| 2,920 |
| 406 |
| 2005 |
|
Fairview, NJ |
| 27,925 |
|
| (G) | 246 |
| 2,759 |
| 326 |
| 246 |
| 3,019 |
| 3,265 |
| 1,222 |
| 1997 |
|
Hamilton, NJ |
| 70,550 |
|
| (O) | 1,885 |
| 5,430 |
| 258 |
| 1,893 |
| 5,676 |
| 7,569 |
| 1,306 |
| 2006 |
|
Hoboken, NJ |
| 34,180 |
|
| (G) | 1,370 |
| 3,947 |
| 558 |
| 1,370 |
| 4,016 |
| 5,386 |
| 749 |
| 2005 |
|
Linden, NJ |
| 100,325 |
|
| (O) | 517 |
| 6,008 |
| 1,979 |
| 1,043 |
| 7,419 |
| 8,462 |
| 2,734 |
| 1994 |
|
Morris Township, NJ (5) |
| 71,776 |
|
|
| 500 |
| 5,602 |
| 2,564 |
| 1,072 |
| 7,558 |
| 8,630 |
| 2,787 |
| 1997 |
|
Parsippany, NJ |
| 66,325 |
|
| (G) | 475 |
| 5,322 |
| 1,963 |
| 844 |
| 6,823 |
| 7,667 |
| 2,501 |
| 1997 |
|
Randolph, NJ |
| 52,565 |
|
|
| 855 |
| 4,872 |
| 1,259 |
| 1,108 |
| 4,848 |
| 5,956 |
| 1,208 |
| 2002 |
|
Sewell, NJ |
| 57,830 |
|
|
| 484 |
| 2,766 |
| 1,170 |
| 706 |
| 3,124 |
| 3,830 |
| 824 |
| 2001 |
|
Albuquerque I, NM |
| 65,927 |
|
| (B) | 1,039 |
| 3,395 |
| 212 |
| 1,039 |
| 3,070 |
| 4,109 |
| 596 |
| 2005 |
|
Albuquerque II, NM |
| 58,598 |
|
| (B) | 1,163 |
| 3,801 |
| 204 |
| 1,163 |
| 3,406 |
| 4,569 |
| 639 |
| 2005 |
|
Albuquerque IV, NM |
| 57,536 |
|
| (B) | 664 |
| 2,171 |
| 226 |
| 664 |
| 2,043 |
| 2,707 |
| 391 |
| 2005 |
|
Carlsbad, NM |
| 39,999 |
|
|
| 490 |
| 1,613 |
| 100 |
| 491 |
| 1,461 |
| 1,952 |
| 295 |
| 2005 |
|
Deming, NM |
| 33,005 |
|
|
| 338 |
| 1,114 |
| 159 |
| 339 |
| 1,098 |
| 1,437 |
| 228 |
| 2005 |
|
Las Cruces, NM |
| 65,740 |
|
|
| 965 |
| 3,268 |
| 214 |
| 969 |
| 3,152 |
| 4,121 |
| 581 |
| 2005 |
|
Lovington, NM |
| 15,550 |
|
|
| 222 |
| 740 |
| — |
| 169 |
| 564 |
| 733 |
| 111 |
| 2005 |
|
Silver City, NM |
| 26,975 |
|
|
| 153 |
| 504 |
| 125 |
| 153 |
| 545 |
| 698 |
| 122 |
| 2005 |
|
Truth or Consequences, NM |
| 24,010 |
|
|
| 10 |
| 34 |
| 83 |
| 11 |
| 100 |
| 111 |
| 39 |
| 2005 |
|
Las Vegas I, NV |
| 47,882 |
|
| (O) | 1,851 |
| 2,986 |
| 279 |
| 1,851 |
| 3,258 |
| 5,109 |
| 839 |
| 2006 |
|
Las Vegas II, NV |
| 48,850 |
|
| (O) | 3,354 |
| 5,411 |
| 173 |
| 3,355 |
| 5,579 |
| 8,934 |
| 1,438 |
| 2006 |
|
Jamaica, NY |
| 88,415 |
|
|
| 2,043 |
| 11,658 |
| 1,067 |
| 2,043 |
| 10,248 |
| 12,291 |
| 2,305 |
| 2001 |
|
Bronx, NY |
| 66,865 |
|
|
| 2,014 |
| 11,411 |
| 76 |
| 2,014 |
| 11,487 |
| 13,501 |
| 347 |
| 2010 |
|
Brooklyn, NY |
| 56,970 |
|
|
| 1,795 |
| 10,172 |
| 14 |
| 1,795 |
| 10,186 |
| 11,981 |
| — |
| 2010 |
|
Queens, NY |
| 61,090 |
|
|
| 1,601 |
| 9,073 |
| 95 |
| 1,601 |
| 9,168 |
| 10,769 |
| 111 |
| 2010 |
|
Wyckoff, NY |
| 62,245 |
|
|
| 1,961 |
| 11,113 |
| 32 |
| 1,961 |
| 11,145 |
| 13,106 |
| — |
| 2010 |
|
New Rochelle, NY |
| 48,431 |
|
| (A) | 1,673 |
| 4,827 |
| 125 |
| 1,673 |
| 4,343 |
| 6,016 |
| 777 |
| 2005 |
|
North Babylon, NY |
| 78,188 |
|
|
| 225 |
| 2,514 |
| 4,034 |
| 568 |
| 5,887 |
| 6,455 |
| 1,915 |
| 1998 |
|
Riverhead, NY |
| 38,240 |
|
| (H) | 1,068 |
| 1,149 |
| 159 |
| 1,068 |
| 1,120 |
| 2,188 |
| 235 |
| 2005 |
|
Southold, NY |
| 58,795 |
|
| (H) | 2,079 |
| 2,238 |
| 209 |
| 2,079 |
| 2,093 |
| 4,172 |
| 437 |
| 2005 |
|
Boardman, OH |
| 65,495 |
|
|
| 64 |
| 745 |
| 2,217 |
| 287 |
| 2,210 |
| 2,497 |
| 1,080 |
| 1980 |
|
Canton I, OH |
| 39,750 |
|
| (O) | 138 |
| 679 |
| 305 |
| 137 |
| 888 |
| 1,025 |
| 179 |
| 2005 |
|
Canton II, OH |
| 26,200 |
|
| (O) | 122 |
| 595 |
| 124 |
| 120 |
| 643 |
| 763 |
| 144 |
| 2005 |
|
Centerville I, OH |
| 80,690 |
|
| (O) | 471 |
| 3,705 |
| 162 |
| 471 |
| 3,402 |
| 3,873 |
| 660 |
| 2004 |
|
Centerville II, OH |
| 43,150 |
|
| (C) | 332 |
| 1,757 |
| 173 |
| 332 |
| 1,701 |
| 2,033 |
| 333 |
| 2004 |
|
Cleveland I, OH |
| 46,000 |
|
|
| 525 |
| 2,592 |
| 121 |
| 524 |
| 2,392 |
| 2,916 |
| 486 |
| 2005 |
|
Cleveland II, OH |
| 58,425 |
|
| (O) | 290 |
| 1,427 |
| 175 |
| 289 |
| 1,407 |
| 1,696 |
| 301 |
| 2005 |
|
Columbus, OH |
| 72,155 |
|
| (O) | 1,234 |
| 3,151 |
| 98 |
| 1,239 |
| 3,240 |
| 4,479 |
| 806 |
| 2006 |
|
Dayton I, OH |
| 43,100 |
|
| (C) | 323 |
| 2,070 |
| 131 |
| 323 |
| 1,934 |
| 2,257 |
| 379 |
| 2004 |
|
Dayton II, OH |
| 48,149 |
|
| (O) | 441 |
| 2,176 |
| 188 |
| 440 |
| 2,094 |
| 2,534 |
| 417 |
| 2005 |
|
Euclid I, OH |
| 46,710 |
|
| (O) | 200 |
| 1,053 |
| 1,980 |
| 317 |
| 2,899 |
| 3,216 |
| 1,717 |
| 1988 |
|
Euclid II, OH |
| 47,275 |
|
| (O) | 359 |
| — |
| 1,721 |
| 461 |
| 1,599 |
| 2,060 |
| 493 |
| 1988 |
|
Grove City, OH |
| 89,290 |
|
| (O) | 1,756 |
| 4,485 |
| 107 |
| 1,761 |
| 4,583 |
| 6,344 |
| 1,127 |
| 2006 |
|
Hilliard, OH |
| 89,690 |
|
| (O) | 1,361 |
| 3,476 |
| 141 |
| 1,366 |
| 3,608 |
| 4,974 |
| 878 |
| 2006 |
|
Lakewood, OH |
| 39,337 |
|
|
| 405 |
| 854 |
| 460 |
| 405 |
| 1,251 |
| 1,656 |
| 761 |
| 1989 |
|
Louisville, OH |
| 53,900 |
|
| (O) | 257 |
| 1,260 |
| 157 |
| 255 |
| 1,251 |
| 1,506 |
| 256 |
| 2005 |
|
Marblehead, OH |
| 52,300 |
|
| (O) | 374 |
| 1,843 |
| 170 |
| 373 |
| 1,791 |
| 2,164 |
| 377 |
| 2005 |
|
Mason, OH |
| 33,900 |
|
| (O) | 127 |
| 1,419 |
| 109 |
| 149 |
| 1,483 |
| 1,632 |
| 590 |
| 1998 |
|
Mentor, OH |
| 51,225 |
|
|
| 206 |
| 1,011 |
| 1,435 |
| 204 |
| 2,316 |
| 2,520 |
| 404 |
| 2005 |
|
Miamisburg, OH |
| 59,930 |
|
| (O) | 375 |
| 2,410 |
| 268 |
| 375 |
| 2,360 |
| 2,735 |
| 445 |
| 2004 |
|
Middleburg Heights, OH |
| 93,025 |
|
| (O) | 63 |
| 704 |
| 2,031 |
| 332 |
| 2,323 |
| 2,655 |
| 728 |
| 1980 |
|
North Canton I, OH |
| 45,200 |
|
| (O) | 209 |
| 846 |
| 553 |
| 299 |
| 735 |
| 1,034 |
| 436 |
| 1979 |
|
North Canton II, OH |
| 44,140 |
|
| (O) | 70 |
| 1,226 |
| 44 |
| 239 |
| 1,061 |
| 1,300 |
| 307 |
| 1983 |
|
North Olmsted I, OH |
| 48,665 |
|
| (O) | 63 |
| 704 |
| 1,242 |
| 214 |
| 1,660 |
| 1,874 |
| 578 |
| 1979 |
|
North Olmsted II, OH |
| 47,850 |
|
|
| 290 |
| 1,129 |
| 1,076 |
| 469 |
| 1,991 |
| 2,460 |
| 1,125 |
| 1988 |
|
North Randall, OH |
| 80,099 |
|
|
| 515 |
| 2,323 |
| 2,922 |
| 898 |
| 4,399 |
| 5,297 |
| 1,260 |
| 1998 |
|
Perry, OH |
| 63,700 |
|
| (O) | 290 |
| 1,427 |
| 124 |
| 288 |
| 1,365 |
| 1,653 |
| 287 |
| 2005 |
|
Reynoldsburg, OH |
| 66,895 |
|
| (O) | 1,290 |
| 3,295 |
| 201 |
| 1,295 |
| 3,487 |
| 4,782 |
| 847 |
| 2006 |
|
Strongsville, OH |
| 43,727 |
|
| (O) | 570 |
| 3,486 |
| 174 |
| 570 |
| 3,344 |
| 3,914 |
| 583 |
| 2007 |
|
Warrensville Heights, OH |
| 90,281 |
|
|
| 525 |
| 766 |
| 2,859 |
| 935 |
| 3,183 |
| 4,118 |
| 1,014 |
| 1980 |
|
Westlake, OH |
| 62,750 |
|
| (O) | 509 |
| 2,508 |
| 133 |
| 508 |
| 2,313 |
| 2,821 |
| 465 |
| 2005 |
|
Willoughby, OH |
| 34,064 |
|
| (O) | 239 |
| 1,178 |
| 212 |
| 238 |
| 1,227 |
| 1,465 |
| 245 |
| 2005 |
|
Youngstown, OH |
| 65,950 |
|
| (A) | 67 |
| — |
| 1,751 |
| 204 |
| 1,207 |
| 1,411 |
| 530 |
| 1977 |
|
Levittown, PA |
| 76,180 |
|
|
| 926 |
| 5,296 |
| 889 |
| 926 |
| 5,218 |
| 6,144 |
| 1,455 |
| 2001 |
|
Philadelphia, PA |
| 97,639 |
|
|
| 1,461 |
| 8,334 |
| 1,212 |
| 1,461 |
| 6,876 |
| 8,337 |
| 1,674 |
| 2001 |
|
Alcoa, TN |
| 42,325 |
|
| (E) | 254 |
| 2,113 |
| 123 |
| 254 |
| 1,942 |
| 2,196 |
| 358 |
| 2005 |
|
|
|
|
|
|
|
|
|
|
| Costs |
| Gross Carrying Amount |
|
|
|
|
| ||||
|
|
|
|
|
| Initial Cost |
| Subsequent |
| at December 31, 2010 |
|
|
|
|
| ||||||
Description |
| Square Footage |
| Encumbrances |
| Land |
| Building and |
| to |
| Land |
| Building and |
| Total |
| Accumulated |
| Year Acquired / |
|
Antioch, TN |
| 76,160 |
|
| (O) | 588 |
| 4,906 |
| 278 |
| 588 |
| 4,517 |
| 5,105 |
| 780 |
| 2005 |
|
Cordova I, TN |
| 54,125 |
|
|
| 296 |
| 2,482 |
| 167 |
| 297 |
| 2,303 |
| 2,600 |
| 447 |
| 2005 |
|
Cordova II, TN |
| 67,700 |
| 2,520 |
| 429 |
| 3,580 |
| 263 |
| 429 |
| 3,839 |
| 4,268 |
| 991 |
| 2006 |
|
Knoxville I, TN |
| 29,337 |
|
| (L) | 99 |
| 1,113 |
| 231 |
| 102 |
| 1,317 |
| 1,419 |
| 511 |
| 1997 |
|
Knoxville II, TN |
| 38,000 |
|
| (L) | 117 |
| 1,308 |
| 319 |
| 129 |
| 1,590 |
| 1,719 |
| 587 |
| 1997 |
|
Knoxville III, TN |
| 45,736 |
|
| (O) | 182 |
| 2,053 |
| 729 |
| 331 |
| 2,593 |
| 2,924 |
| 888 |
| 1998 |
|
Knoxville IV, TN |
| 58,752 |
|
| (O) | 158 |
| 1,771 |
| 753 |
| 310 |
| 2,343 |
| 2,653 |
| 768 |
| 1998 |
|
Knoxville V, TN |
| 42,790 |
|
| (L) | 134 |
| 1,493 |
| 426 |
| 235 |
| 1,790 |
| 2,025 |
| 733 |
| 1998 |
|
Knoxville VI, TN |
| 63,440 |
|
| (E) | 439 |
| 3,653 |
| 186 |
| 440 |
| 3,337 |
| 3,777 |
| 606 |
| 2005 |
|
Knoxville VII, TN |
| 55,094 |
|
| (E) | 312 |
| 2,594 |
| 213 |
| 312 |
| 2,448 |
| 2,760 |
| 457 |
| 2005 |
|
Knoxville VIII, TN |
| 95,868 |
|
| (E) | 585 |
| 4,869 |
| 239 |
| 586 |
| 4,444 |
| 5,030 |
| 806 |
| 2005 |
|
Memphis I, TN |
| 92,320 |
|
| (C) | 677 |
| 3,880 |
| 1,349 |
| 677 |
| 4,384 |
| 5,061 |
| 1,109 |
| 2001 |
|
Memphis II, TN |
| 71,710 |
|
| (K) | 395 |
| 2,276 |
| 420 |
| 395 |
| 2,198 |
| 2,593 |
| 560 |
| 2001 |
|
Memphis III, TN |
| 40,807 |
|
|
| 212 |
| 1,779 |
| 203 |
| 213 |
| 1,734 |
| 1,947 |
| 352 |
| 2005 |
|
Memphis IV, TN |
| 38,750 |
|
|
| 160 |
| 1,342 |
| 234 |
| 160 |
| 1,387 |
| 1,547 |
| 285 |
| 2005 |
|
Memphis V, TN |
| 60,120 |
|
|
| 209 |
| 1,753 |
| 545 |
| 210 |
| 2,052 |
| 2,262 |
| 395 |
| 2005 |
|
Memphis VI, TN |
| 108,771 |
|
| (K) | 462 |
| 3,851 |
| 315 |
| 462 |
| 4,162 |
| 4,624 |
| 1,078 |
| 2006 |
|
Memphis VII, TN |
| 115,253 |
|
| (O) | 215 |
| 1,792 |
| 480 |
| 215 |
| 2,267 |
| 2,482 |
| 590 |
| 2006 |
|
Memphis VIII, TN |
| 96,060 |
|
| (O) | 355 |
| 2,959 |
| 347 |
| 355 |
| 3,299 |
| 3,654 |
| 869 |
| 2006 |
|
Nashville I, TN |
| 103,310 |
|
|
| 405 |
| 3,379 |
| 422 |
| 405 |
| 3,340 |
| 3,745 |
| 600 |
| 2005 |
|
Nashville II, TN |
| 83,584 |
|
|
| 593 |
| 4,950 |
| 202 |
| 593 |
| 4,478 |
| 5,071 |
| 767 |
| 2005 |
|
Nashville III, TN |
| 101,475 |
|
|
| 416 |
| 3,469 |
| 168 |
| 416 |
| 3,620 |
| 4,036 |
| 1,021 |
| 2006 |
|
Nashville IV, TN |
| 102,450 |
| 5,443 |
| 992 |
| 8,274 |
| 248 |
| 992 |
| 8,519 |
| 9,511 |
| 2,334 |
| 2006 |
|
Austin I, TX |
| 59,520 |
|
|
| 2,239 |
| 2,038 |
| 186 |
| 2,410 |
| 1,774 |
| 4,184 |
| 368 |
| 2005 |
|
Austin II, TX |
| 65,241 |
|
| (I) | 734 |
| 3,894 |
| 188 |
| 738 |
| 4,073 |
| 4,811 |
| 995 |
| 2006 |
|
Austin III, TX |
| 70,560 |
|
|
| 1,030 |
| 5,468 |
| 139 |
| 1,035 |
| 5,597 |
| 6,632 |
| 1,274 |
| 2006 |
|
Baytown, TX |
| 38,950 |
|
| (O) | 946 |
| 863 |
| 202 |
| 948 |
| 941 |
| 1,889 |
| 162 |
| 2005 |
|
Bryan, TX |
| 60,450 |
|
| (O) | 1,394 |
| 1,268 |
| 117 |
| 1,396 |
| 1,214 |
| 2,610 |
| 239 |
| 2005 |
|
College Station, TX |
| 26,550 |
|
| (D) | 812 |
| 740 |
| 112 |
| 813 |
| 744 |
| 1,557 |
| 146 |
| 2005 |
|
Dallas, TX |
| 58,382 |
|
| (F) | 2,475 |
| 2,253 |
| 288 |
| 2,475 |
| 2,232 |
| 4,707 |
| 417 |
| 2005 |
|
Denton, TX |
| 60,836 |
| 1,948 |
| 553 |
| 2,936 |
| 162 |
| 569 |
| 3,077 |
| 3,646 |
| 699 |
| 2006 |
|
El Paso I, TX |
| 59,652 |
|
| (B) | 1,983 |
| 1,805 |
| 254 |
| 1,984 |
| 1,808 |
| 3,792 |
| 340 |
| 2005 |
|
El Paso II, TX |
| 48,704 |
|
| (B) | 1,319 |
| 1,201 |
| 154 |
| 1,320 |
| 1,188 |
| 2,508 |
| 222 |
| 2005 |
|
El Paso III, TX |
| 71,276 |
|
| (B) | 2,408 |
| 2,192 |
| 167 |
| 2,409 |
| 2,060 |
| 4,469 |
| 376 |
| 2005 |
|
El Paso IV, TX |
| 67,058 |
|
| (B) | 2,073 |
| 1,888 |
| 0 |
| 2,074 |
| 1,629 |
| 3,703 |
| 313 |
| 2005 |
|
El Paso V, TX |
| 62,300 |
|
|
| 1,758 |
| 1,617 |
| 124 |
| 1,761 |
| 1,516 |
| 3,277 |
| 280 |
| 2005 |
|
El Paso VI, TX |
| 36,570 |
|
|
| 660 |
| 607 |
| 143 |
| 662 |
| 660 |
| 1,322 |
| 127 |
| 2005 |
|
El Paso VII, TX |
| 34,545 |
|
|
| 563 |
| 517 |
| 73 |
| 565 |
| 514 |
| 1,079 |
| 103 |
| 2005 |
|
Fort Worth I, TX |
| 50,621 |
|
| (F) | 1,253 |
| 1,141 |
| 152 |
| 1,253 |
| 1,132 |
| 2,385 |
| 211 |
| 2005 |
|
Fort Worth II, TX |
| 72,925 |
|
| (F) | 868 |
| 4,607 |
| 183 |
| 874 |
| 4,780 |
| 5,654 |
| 1,169 |
| 2006 |
|
Frisco I, TX |
| 50,854 |
|
| (A) | 1,093 |
| 3,148 |
| 97 |
| 1,093 |
| 2,852 |
| 3,945 |
| 510 |
| 2005 |
|
Frisco II, TX |
| 71,299 |
| 3,193 |
| 1,564 |
| 4,507 |
| 130 |
| 1,564 |
| 4,077 |
| 5,641 |
| 735 |
| 2005 |
|
Frisco III, TX |
| 75,215 |
|
| (F) | 1,147 |
| 6,088 |
| 164 |
| 1,154 |
| 6,242 |
| 7,396 |
| 1,521 |
| 2006 |
|
Frisco IV, TX |
| 74,835 |
|
|
| 719 |
| 4,072 |
| 2 |
| 719 |
| 4,074 |
| 4,793 |
| 307 |
| 2010 |
|
Garland I, TX |
| 70,100 |
| 3,100 |
| 751 |
| 3,984 |
| 383 |
| 767 |
| 4,348 |
| 5,115 |
| 969 |
| 2006 |
|
Garland II, TX |
| 68,425 |
|
| (F) | 862 |
| 4,578 |
| 123 |
| 862 |
| 4,696 |
| 5,558 |
| 1,011 |
| 2006 |
|
Greenville I, TX |
| 59,385 |
|
| (O) | 1,848 |
| 1,682 |
| 83 |
| 1,848 |
| 1,533 |
| 3,381 |
| 277 |
| 2005 |
|
Greenville II, TX |
| 44,900 |
|
| (O) | 1,337 |
| 1,217 |
| 86 |
| 1,337 |
| 1,133 |
| 2,470 |
| 202 |
| 2005 |
|
Houston I, TX |
| 100,630 |
|
| (O) | 1,420 |
| 1,296 |
| 224 |
| 1,422 |
| 1,339 |
| 2,761 |
| 248 |
| 2005 |
|
Houston II, TX |
| 71,300 |
|
| (O) | 1,510 |
| 1,377 |
| 18 |
| 1,512 |
| 1,203 |
| 2,715 |
| 249 |
| 2005 |
|
Houston III, TX |
| 61,120 |
| 499 |
| 575 |
| 524 |
| 206 |
| 576 |
| 652 |
| 1,228 |
| 133 |
| 2005 |
|
Houston IV, TX |
| 43,975 |
|
| (D) | 960 |
| 875 |
| 150 |
| 961 |
| 901 |
| 1,862 |
| 160 |
| 2005 |
|
Houston V, TX |
| 125,930 |
| 4,121 |
| 1,153 |
| 6,122 |
| 394 |
| 1,156 |
| 6,505 |
| 7,661 |
| 1,441 |
| 2006 |
|
Keller, TX |
| 61,885 |
| 2,420 |
| 890 |
| 4,727 |
| 118 |
| 890 |
| 4,841 |
| 5,731 |
| 1,192 |
| 2006 |
|
La Porte, TX |
| 44,850 |
|
| (O) | 842 |
| 761 |
| 312 |
| 843 |
| 966 |
| 1,809 |
| 217 |
| 2005 |
|
Lewisville, TX |
| 58,140 |
| 1,771 |
| 476 |
| 2,525 |
| 313 |
| 492 |
| 2,819 |
| 3,311 |
| 646 |
| 2006 |
|
Mansfield, TX |
| 63,075 |
|
| (F) | 837 |
| 4,443 |
| 110 |
| 843 |
| 4,542 |
| 5,385 |
| 1,109 |
| 2006 |
|
McKinney I, TX |
| 47,040 |
| 1,270 |
| 1,632 |
| 1,486 |
| 127 |
| 1,634 |
| 1,405 |
| 3,039 |
| 243 |
| 2005 |
|
McKinney II, TX |
| 70,050 |
| 4,091 |
| 855 |
| 5,076 |
| 116 |
| 857 |
| 5,186 |
| 6,043 |
| 1,278 |
| 2006 |
|
North Richland Hills, TX |
| 57,175 |
|
| (F) | 2,252 |
| 2,049 |
| 155 |
| 2,252 |
| 1,924 |
| 4,176 |
| 360 |
| 2005 |
|
Roanoke, TX |
| 59,300 |
|
| (F) | 1,337 |
| 1,217 |
| 115 |
| 1,337 |
| 1,162 |
| 2,499 |
| 219 |
| 2005 |
|
San Antonio I, TX |
| 73,330 |
|
| (O) | 2,895 |
| 2,635 |
| 197 |
| 2,895 |
| 2,475 |
| 5,370 |
| 431 |
| 2005 |
|
San Antonio II, TX |
| 73,230 |
|
| (O) | 1,047 |
| 5,558 |
| 89 |
| 1,052 |
| 5,639 |
| 6,691 |
| 1,209 |
| 2006 |
|
San Antonio III, TX |
| 72,075 |
|
| (O) | 996 |
| 5,286 |
| 90 |
| 996 |
| 5,372 |
| 6,368 |
| 1,067 |
| 2007 |
|
Sherman I, TX |
| 54,975 |
| 1,477 |
| 1,904 |
| 1,733 |
| 96 |
| 1,906 |
| 1,587 |
| 3,493 |
| 281 |
| 2005 |
|
Sherman II, TX |
| 48,425 |
| 1,759 |
| 1,337 |
| 1,217 |
| 148 |
| 1,337 |
| 1,196 |
| 2,533 |
| 218 |
| 2005 |
|
|
|
|
|
|
|
|
|
|
|
|
| Gross Carrying Amount at |
|
|
|
|
| ||||
|
|
|
|
|
| Initial Cost |
| Costs |
| December 31, 2013 |
|
|
|
|
| ||||||
Description |
| Square |
| Encumbrances |
| Land |
| Buildings |
| Subsequent |
| Land |
| Buildings |
| Total |
| Accumulated |
| Year |
|
Manchester I, CT |
| 47,025 |
|
|
| 540 |
| 3,096 |
| 351 |
| 563 |
| 2,674 |
| 3,237 |
| 1,080 |
| 2002 |
|
Manchester II, CT |
| 52,725 |
|
|
| 996 |
| 1,730 |
| 246 |
| 996 |
| 1,669 |
| 2,665 |
| 480 |
| 2005 |
|
Milford, CT |
| 44,885 |
|
|
| 87 |
| 1,050 |
| 1,122 |
| 274 |
| 1,701 |
| 1,975 |
| 806 |
| 1996 |
|
Monroe, CT |
| 58,500 |
|
|
| 2,004 |
| 3,483 |
| 570 |
| 2,004 |
| 3,369 |
| 5,373 |
| 1,040 |
| 2005 |
|
Mystic, CT |
| 50,825 |
|
|
| 136 |
| 1,645 |
| 1,842 |
| 410 |
| 2,755 |
| 3,165 |
| 1,354 |
| 1996 |
|
Newington I, CT |
| 42,620 |
|
|
| 1,059 |
| 1,840 |
| 156 |
| 1,059 |
| 1,702 |
| 2,761 |
| 502 |
| 2005 |
|
Newington II, CT |
| 36,140 |
|
|
| 911 |
| 1,584 |
| 228 |
| 911 |
| 1,539 |
| 2,450 |
| 449 |
| 2005 |
|
Norwalk, CT |
| 30,242 |
|
|
| 646 |
| 3,187 |
| 45 |
| 646 |
| 3,232 |
| 3,878 |
| 145 |
| 2012 |
|
Old Saybrook I, CT |
| 86,950 |
|
|
| 3,092 |
| 5,374 |
| 434 |
| 3,092 |
| 4,954 |
| 8,046 |
| 1,491 |
| 2005 |
|
Old Saybrook II, CT |
| 26,425 |
|
|
| 1,135 |
| 1,973 |
| 216 |
| 1,135 |
| 1,861 |
| 2,996 |
| 569 |
| 2005 |
|
Shelton, CT |
| 78,430 |
|
|
| 1,449 |
| 8,221 |
| 175 |
| 1,449 |
| 7,313 |
| 8,762 |
| 605 |
| 2011 |
|
South Windsor, CT |
| 72,075 |
|
|
| 90 |
| 1,127 |
| 1,204 |
| 272 |
| 1,944 |
| 2,216 |
| 841 |
| 1996 |
|
Stamford, CT |
| 28,907 |
|
|
| 1,941 |
| 3,374 |
| 76 |
| 1,941 |
| 2,915 |
| 4,856 |
| 866 |
| 2005 |
|
Wilton, CT |
| 84,515 |
| 12,853 |
| 2,409 |
| 12,261 |
| 148 |
| 2,421 |
| 12,469 |
| 14,890 |
| 723 |
| 2012 |
|
Washington I, DC |
| 63,085 |
|
| (B) | 871 |
| 12,759 |
| 389 |
| 894 |
| 10,466 |
| 11,360 |
| 1,962 |
| 2008 |
|
Washington II, DC |
| 83,192 |
|
|
| 3,152 |
| 13,612 |
| 104 |
| 3,154 |
| 11,941 |
| 15,095 |
| 760 |
| 2011 |
|
Boca Raton, FL |
| 37,958 |
|
|
| 529 |
| 3,054 |
| 1,552 |
| 813 |
| 3,699 |
| 4,512 |
| 1,231 |
| 2001 |
|
Boynton Beach I, FL |
| 61,749 |
|
|
| 667 |
| 3,796 |
| 1,679 |
| 958 |
| 4,386 |
| 5,344 |
| 1,495 |
| 2001 |
|
Boynton Beach II, FL |
| 61,629 |
|
|
| 1,030 |
| 2,968 |
| 320 |
| 1,030 |
| 2,852 |
| 3,882 |
| 754 |
| 2005 |
|
Bradenton I, FL |
| 68,441 |
|
|
| 1,180 |
| 3,324 |
| 218 |
| 1,180 |
| 3,022 |
| 4,202 |
| 830 |
| 2004 |
|
Bradenton II, FL |
| 87,988 |
|
|
| 1,931 |
| 5,561 |
| 885 |
| 1,931 |
| 5,351 |
| 7,282 |
| 1,461 |
| 2004 |
|
Cape Coral, FL |
| 76,627 |
|
|
| 472 |
| 2,769 |
| 2,508 |
| 830 |
| 4,344 |
| 5,174 |
| 1,745 |
| 2000 |
|
Coconut Creek, FL |
| 78,783 |
|
|
| 1,189 |
| 5,863 |
| 86 |
| 1,189 |
| 5,949 |
| 7,138 |
| 237 |
| 2012 |
|
Dania Beach, FL |
| 168,274 |
|
|
| 3,584 |
| 10,324 |
| 1,112 |
| 3,584 |
| 9,939 |
| 13,523 |
| 2,743 |
| 2004 |
|
Dania, FL |
| 58,145 |
|
|
| 205 |
| 2,068 |
| 1,427 |
| 481 |
| 2,797 |
| 3,278 |
| 1,353 |
| 1996 |
|
Davie, FL |
| 80,985 |
|
|
| 1,268 |
| 7,183 |
| 798 |
| 1,373 |
| 5,717 |
| 7,090 |
| 2,459 |
| 2001 |
|
Deerfield Beach, FL |
| 57,230 |
|
|
| 946 |
| 2,999 |
| 1,999 |
| 1,311 |
| 4,509 |
| 5,820 |
| 1,598 |
| 1998 |
|
Delray Beach I, FL |
| 67,813 |
|
|
| 798 |
| 4,539 |
| 671 |
| 883 |
| 4,210 |
| 5,093 |
| 1,503 |
| 2001 |
|
Delray Beach II, FL |
| 75,834 |
|
|
| 957 |
| 4,718 |
| 19 |
| 957 |
| 4,737 |
| 5,694 |
| 1,467 |
| 2013 |
|
Fernandina Beach, FL |
| 113,091 |
|
|
| 378 |
| 4,222 |
| 3,656 |
| 643 |
| 7,000 |
| 7,643 |
| 2,362 |
| 1996 |
|
Ft. Lauderdale I, FL |
| 70,063 |
|
|
| 937 |
| 3,646 |
| 2,419 |
| 1,384 |
| 5,430 |
| 6,814 |
| 1,955 |
| 1999 |
|
Ft. Lauderdale II, FL |
| 46,096 |
|
|
| 862 |
| 4,250 |
| 0 |
| 862 |
| 4,251 |
| 5,113 |
| 1,800 |
| 2013 |
|
Ft. Myers, FL |
| 67,562 |
|
|
| 303 |
| 3,329 |
| 730 |
| 328 |
| 3,440 |
| 3,768 |
| 1,385 |
| 1999 |
|
Jacksonville I, FL |
| 80,215 |
|
|
| 1,862 |
| 5,362 |
| 63 |
| 1,862 |
| 4,744 |
| 6,606 |
| 1,154 |
| 2005 |
|
Jacksonville II, FL |
| 65,045 |
|
|
| 950 |
| 7,004 |
| 85 |
| 950 |
| 5,536 |
| 6,486 |
| 1,098 |
| 2007 |
|
Jacksonville III, FL |
| 65,590 |
|
|
| 860 |
| 7,409 |
| 974 |
| 1,670 |
| 5,982 |
| 7,652 |
| 1,191 |
| 2007 |
|
Jacksonville IV, FL |
| 77,535 |
|
|
| 870 |
| 8,049 |
| 1,015 |
| 1,651 |
| 6,989 |
| 8,640 |
| 1,393 |
| 2007 |
|
Jacksonville V, FL |
| 82,235 |
|
|
| 1,220 |
| 8,210 |
| 294 |
| 1,220 |
| 6,795 |
| 8,015 |
| 1,350 |
| 2007 |
|
Lake Worth, FL |
| 161,934 |
|
|
| 183 |
| 6,597 |
| 7,012 |
| 183 |
| 10,929 |
| 11,112 |
| 4,591 |
| 1998 |
|
Lakeland, FL |
| 49,079 |
|
|
| 81 |
| 896 |
| 1,065 |
| 256 |
| 1,378 |
| 1,634 |
| 791 |
| 1994 |
|
Kendall, FL |
| 75,495 |
|
| (B) | 2,350 |
| 8,106 |
| 178 |
| 2,350 |
| 6,511 |
| 8,861 |
| 1,293 |
| 2007 |
|
Leisure City, FL |
| 56,042 |
|
|
| 409 |
| 2,018 |
| 108 |
| 409 |
| 2,125 |
| 2,534 |
| 87 |
| 2012 |
|
Lutz I, FL |
| 66,795 |
|
|
| 901 |
| 2,478 |
| 209 |
| 901 |
| 2,301 |
| 3,202 |
| 621 |
| 2004 |
|
Lutz II, FL |
| 69,232 |
|
|
| 992 |
| 2,868 |
| 310 |
| 992 |
| 2,715 |
| 3,707 |
| 720 |
| 2004 |
|
Margate I, FL |
| 54,385 |
|
|
| 161 |
| 1,763 |
| 1,817 |
| 399 |
| 2,930 |
| 3,329 |
| 1,377 |
| 1996 |
|
Margate II, FL |
| 65,180 |
|
|
| 132 |
| 1,473 |
| 1,793 |
| 383 |
| 2,655 |
| 3,038 |
| 1,183 |
| 1996 |
|
Merritt Island, FL |
| 50,291 |
|
|
| 716 |
| 2,983 |
| 596 |
| 796 |
| 2,843 |
| 3,639 |
| 865 |
| 2002 |
|
Miami I, FL |
| 46,275 |
|
|
| 179 |
| 1,999 |
| 1,768 |
| 484 |
| 3,080 |
| 3,564 |
| 1,695 |
| 1996 |
|
Miami II, FL |
| 67,010 |
|
|
| 253 |
| 2,544 |
| 1,439 |
| 561 |
| 3,168 |
| 3,729 |
| 1,609 |
| 1996 |
|
Miami III, FL |
| 150,735 |
|
|
| 4,577 |
| 13,185 |
| 682 |
| 4,577 |
| 12,043 |
| 16,620 |
| 2,976 |
| 2005 |
|
Miami IV, FL |
| 76,337 |
|
|
| 1,852 |
| 10,494 |
| 863 |
| 1,963 |
| 9,796 |
| 11,759 |
| 854 |
| 2011 |
|
Miramar, FL |
| 75,655 |
|
|
| 1,206 |
| 5,944 |
| 16 |
| 1,206 |
| 5,961 |
| 7,167 |
| 649 |
| 2013 |
|
Naples I, FL |
| 48,150 |
|
|
| 90 |
| 1,010 |
| 2,487 |
| 270 |
| 3,122 |
| 3,392 |
| 1,338 |
| 1996 |
|
Naples II, FL |
| 65,850 |
|
|
| 148 |
| 1,652 |
| 4,291 |
| 558 |
| 5,250 |
| 5,808 |
| 2,124 |
| 1997 |
|
Naples III, FL |
| 79,960 |
|
|
| 139 |
| 1,561 |
| 4,072 |
| 598 |
| 4,326 |
| 4,924 |
| 2,063 |
| 1997 |
|
Naples IV, FL |
| 40,575 |
|
|
| 262 |
| 2,980 |
| 561 |
| 407 |
| 2,958 |
| 3,365 |
| 1,424 |
| 1998 |
|
Ocoee, FL |
| 76,050 |
|
|
| 1,286 |
| 3,705 |
| 170 |
| 1,286 |
| 3,358 |
| 4,644 |
| 854 |
| 2005 |
|
Orange City, FL |
| 59,580 |
|
|
| 1,191 |
| 3,209 |
| 192 |
| 1,191 |
| 2,913 |
| 4,104 |
| 799 |
| 2004 |
|
Orlando II, FL |
| 63,084 |
|
|
| 1,589 |
| 4,576 |
| 137 |
| 1,589 |
| 4,074 |
| 5,663 |
| 1,058 |
| 2005 |
|
Orlando III, FL |
| 101,330 |
|
|
| 1,209 |
| 7,768 |
| 637 |
| 1,209 |
| 7,018 |
| 8,227 |
| 1,489 |
| 2006 |
|
Orlando IV, FL |
| 76,565 |
|
|
| 633 |
| 3,587 |
| 95 |
| 633 |
| 3,178 |
| 3,811 |
| 311 |
| 2010 |
|
Orlando V, FL |
| 75,358 |
|
|
| 950 |
| 4,685 |
| 80 |
| 950 |
| 4,765 |
| 5,715 |
| 165 |
| 2012 |
|
Oviedo, FL |
| 49,276 |
|
|
| 440 |
| 2,824 |
| 503 |
| 440 |
| 2,660 |
| 3,100 |
| 592 |
| 2006 |
|
Pembroke Pines, FL |
| 67,321 |
|
|
| 337 |
| 3,772 |
| 2,719 |
| 953 |
| 5,349 |
| 6,302 |
| 3,131 |
| 1997 |
|
Royal Palm Beach II, FL |
| 81,405 |
|
|
| 1,640 |
| 8,607 |
| 201 |
| 1,640 |
| 7,147 |
| 8,787 |
| 1,420 |
| 2007 |
|
Sanford, FL |
| 61,810 |
|
|
| 453 |
| 2,911 |
| 147 |
| 453 |
| 2,521 |
| 2,974 |
| 542 |
| 2006 |
|
Sarasota, FL |
| 71,152 |
|
|
| 333 |
| 3,656 |
| 1,307 |
| 529 |
| 4,175 |
| 4,704 |
| 1,633 |
| 1999 |
|
St. Augustine, FL |
| 59,725 |
|
|
| 135 |
| 1,515 |
| 3,327 |
| 383 |
| 4,282 |
| 4,665 |
| 1,816 |
| 1996 |
|
Stuart, FL |
| 87,240 |
|
|
| 324 |
| 3,625 |
| 2,927 |
| 685 |
| 5,621 |
| 6,306 |
| 2,455 |
| 1997 |
|
SW Ranches, FL |
| 64,955 |
|
|
| 1,390 |
| 7,598 |
| 131 |
| 1,390 |
| 5,867 |
| 7,257 |
| 1,168 |
| 2007 |
|
Tampa, FL |
| 83,838 |
|
|
| 2,670 |
| 6,249 |
| 107 |
| 2,670 |
| 5,002 |
| 7,672 |
| 996 |
| 2007 |
|
West Palm Beach I, FL |
| 68,061 |
|
|
| 719 |
| 3,420 |
| 1,534 |
| 835 |
| 3,979 |
| 4,814 |
| 1,409 |
| 2001 |
|
West Palm Beach II, FL |
| 94,503 |
|
|
| 2,129 |
| 8,671 |
| 262 |
| 2,129 |
| 7,630 |
| 9,759 |
| 2,110 |
| 2004 |
|
West Palm Beach III, FL |
| 77,851 |
|
|
| 804 |
| 3,962 |
| 15 |
| 804 |
| 3,976 |
| 4,780 |
| 136 |
| 2012 |
|
Alpharetta, GA |
| 90,501 |
|
|
| 806 |
| 4,720 |
| 980 |
| 967 |
| 4,102 |
| 5,069 |
| 1,298 |
| 2001 |
|
Atlanta, GA |
| 66,675 |
|
|
| 822 |
| 4,053 |
| 29 |
| 822 |
| 4,082 |
| 4,904 |
| 173 |
| 2012 |
|
Austell, GA |
| 83,625 |
|
|
| 1,635 |
| 4,711 |
| 176 |
| 1,643 |
| 4,233 |
| 5,876 |
| 940 |
| 2006 |
|
Decatur, GA |
| 145,280 |
|
|
| 616 |
| 6,776 |
| 207 |
| 616 |
| 6,078 |
| 6,694 |
| 3,057 |
| 1998 |
|
Duluth, GA |
| 70,885 |
|
|
| 373 |
| 2,044 |
| 160 |
| 373 |
| 1,880 |
| 2,253 |
| 149 |
| 2011 |
|
Lawrenceville, GA |
| 73,765 |
|
|
| 546 |
| 2,903 |
| 313 |
| 546 |
| 2,800 |
| 3,346 |
| 222 |
| 2011 |
|
Norcross I, GA |
| 85,420 |
|
|
| 514 |
| 2,930 |
| 783 |
| 632 |
| 2,983 |
| 3,615 |
| 1,178 |
| 2001 |
|
Norcross II, GA |
| 52,295 |
|
|
| 366 |
| 2,025 |
| 151 |
| 366 |
| 1,892 |
| 2,258 |
| 149 |
| 2011 |
|
Norcross III, GA |
| 47,270 |
|
|
| 938 |
| 4,625 |
| 39 |
| 938 |
| 4,665 |
| 5,603 |
| 272 |
| 2012 |
|
Norcross IV, GA |
| 57,505 |
|
|
| 576 |
| 2,839 |
| 24 |
| 576 |
| 2,863 |
| 3,439 |
| 121 |
| 2012 |
|
Peachtree City I, GA |
| 49,875 |
|
|
| 435 |
| 2,532 |
| 622 |
| 529 |
| 2,525 |
| 3,054 |
| 827 |
| 2001 |
|
Peachtree City II, GA |
| 60,250 |
|
|
| 398 |
| 1,963 |
| 11 |
| 398 |
| 1,974 |
| 2,372 |
| 84 |
| 2012 |
|
Smyrna, GA |
| 57,015 |
|
|
| 750 |
| 4,271 |
| 237 |
| 750 |
| 3,478 |
| 4,228 |
| 1,106 |
| 2001 |
|
Snellville, GA |
| 80,000 |
|
|
| 1,660 |
| 4,781 |
| 279 |
| 1,660 |
| 4,400 |
| 6,060 |
| 904 |
| 2007 |
|
Suwanee I, GA |
| 84,860 |
|
|
| 1,737 |
| 5,010 |
| 205 |
| 1,737 |
| 4,520 |
| 6,257 |
| 948 |
| 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
| Gross Carrying Amount |
|
|
|
|
| ||||
|
|
|
|
|
| Initial Cost |
| Costs |
| at December 31, 2010 |
|
|
|
|
| ||||||
Description |
| Square |
| Encumbrances |
| Land |
| Building |
| Subsequent to |
| Land |
| Building and |
| Total |
| Accumulated |
| Year Acquired / |
|
Spring, TX |
| 72,751 |
|
| (O) | 580 |
| 3,081 |
| 114 |
| 580 |
| 3,192 |
| 3,772 |
| 798 |
| 2006 |
|
Murray I, UT |
| 60,180 |
|
| (B) | 3,851 |
| 1,016 |
| 263 |
| 3,845 |
| 1,117 |
| 4,962 |
| 215 |
| 2005 |
|
Murray II, UT |
| 71,221 |
|
| (B) | 2,147 |
| 567 |
| 322 |
| 2,148 |
| 794 |
| 2,942 |
| 158 |
| 2005 |
|
Salt Lake City I, UT |
| 56,446 |
|
| (B) | 2,695 |
| 712 |
| 237 |
| 2,696 |
| 839 |
| 3,535 |
| 173 |
| 2005 |
|
Salt Lake City II, UT |
| 53,676 |
|
| (B) | 2,074 |
| 548 |
| 206 |
| 2,075 |
| 668 |
| 2,743 |
| 139 |
| 2005 |
|
Fredericksburg I, VA |
| 69,475 |
|
| (J) | 1,680 |
| 4,840 |
| 257 |
| 1,680 |
| 4,500 |
| 6,180 |
| 714 |
| 2005 |
|
Fredericksburg II, VA |
| 61,257 |
|
| (J) | 1,757 |
| 5,062 |
| 330 |
| 1,758 |
| 4,767 |
| 6,525 |
| 752 |
| 2005 |
|
McLearen, VA |
| 69,490 |
|
|
| 1,482 |
| 8,400 |
| — |
| 1,482 |
| 8,400 |
| 9,882 |
| — |
| 2010 |
|
Mannasas, VA |
| 73,045 |
|
|
| 860 |
| 4,872 |
| 6 |
| 860 |
| 4,879 |
| 5,739 |
| 97 |
| 2010 |
|
Milwaukee, WI |
| 58,500 |
|
| (O) | 375 |
| 4,333 |
| 134 |
| 375 |
| 3,908 |
| 4,283 |
| 762 |
| 2004 |
|
USIFB |
| — |
|
|
|
|
|
|
| 11,668 |
| — |
| 11,668 |
| 11,668 |
| 493 |
|
|
|
Corporate Office |
|
|
|
|
|
|
|
|
| 8,672 |
| — |
| 8,672 |
| 8,672 |
| 2,922 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 23,634,618 |
|
|
| 351,390 |
| 1,283,657 |
| 231,889 |
| 374,569 |
| 1,368,452 |
| 1,743,021 |
| 314,530 |
|
|
|
|
|
|
|
|
| Initial Cost |
| Costs |
| Gross Carrying Amount at |
|
|
|
|
| ||||||
Description |
| Square |
| Encumbrances |
| Land |
| Buildings |
| Subsequent |
| Land |
| Buildings |
| Total |
| Accumulated |
| Year |
|
Suwanee II, GA |
| 79,590 |
|
|
| 800 |
| 6,942 |
| 33 |
| 622 |
| 5,771 |
| 6,393 |
| 1,150 |
| 2007 |
|
Addison, IL |
| 31,325 |
|
|
| 428 |
| 3,531 |
| 316 |
| 428 |
| 3,347 |
| 3,775 |
| 907 |
| 2004 |
|
Aurora, IL |
| 73,985 |
|
|
| 644 |
| 3,652 |
| 148 |
| 644 |
| 3,280 |
| 3,924 |
| 894 |
| 2004 |
|
Bartlett, IL |
| 51,425 |
|
|
| 931 |
| 2,493 |
| 261 |
| 931 |
| 2,372 |
| 3,303 |
| 634 |
| 2004 |
|
Hanover, IL |
| 41,190 |
|
|
| 1,126 |
| 2,197 |
| 244 |
| 1,126 |
| 2,102 |
| 3,228 |
| 565 |
| 2004 |
|
Bellwood, IL |
| 86,650 |
|
|
| 1,012 |
| 5,768 |
| 779 |
| 1,012 |
| 5,249 |
| 6,261 |
| 1,779 |
| 2001 |
|
Des Plaines, IL |
| 71,520 |
|
|
| 1,564 |
| 4,327 |
| 464 |
| 1,564 |
| 4,152 |
| 5,716 |
| 1,115 |
| 2004 |
|
Elk Grove Village, IL |
| 64,129 |
|
|
| 1,446 |
| 3,535 |
| 267 |
| 1,446 |
| 3,274 |
| 4,720 |
| 920 |
| 2004 |
|
Evanston, IL |
| 58,050 |
|
|
| 1,103 |
| 5,440 |
| 2 |
| 1,103 |
| 5,442 |
| 6,545 |
| 917 |
| 2013 |
|
Glenview, IL |
| 100,115 |
|
|
| 3,740 |
| 10,367 |
| 377 |
| 3,740 |
| 9,279 |
| 13,019 |
| 2,524 |
| 2004 |
|
Gurnee, IL |
| 80,300 |
|
|
| 1,521 |
| 5,440 |
| 256 |
| 1,521 |
| 4,933 |
| 6,454 |
| 1,375 |
| 2004 |
|
Harvey, IL |
| 60,090 |
|
|
| 869 |
| 3,635 |
| 203 |
| 869 |
| 3,299 |
| 4,168 |
| 897 |
| 2004 |
|
Joliet, IL |
| 72,865 |
|
|
| 547 |
| 4,704 |
| 204 |
| 547 |
| 4,249 |
| 4,796 |
| 1,161 |
| 2004 |
|
Kildeer, IL |
| 46,485 |
|
|
| 2,102 |
| 2,187 |
| 214 |
| 1,997 |
| 2,200 |
| 4,197 |
| 565 |
| 2004 |
|
Lombard, IL |
| 57,739 |
|
|
| 1,305 |
| 3,938 |
| 656 |
| 1,305 |
| 3,993 |
| 5,298 |
| 1,125 |
| 2004 |
|
Mount Prospect, IL |
| 64,750 |
|
|
| 1,701 |
| 3,114 |
| 322 |
| 1,701 |
| 2,984 |
| 4,685 |
| 801 |
| 2004 |
|
Mundelein, IL |
| 44,700 |
|
|
| 1,498 |
| 2,782 |
| 220 |
| 1,498 |
| 2,590 |
| 4,088 |
| 694 |
| 2004 |
|
North Chicago, IL |
| 53,400 |
|
|
| 1,073 |
| 3,006 |
| 348 |
| 1,073 |
| 2,869 |
| 3,942 |
| 786 |
| 2004 |
|
Plainfield I, IL |
| 53,900 |
|
|
| 1,770 |
| 1,715 |
| 234 |
| 1,740 |
| 1,657 |
| 3,397 |
| 439 |
| 2004 |
|
Plainfield II, IL |
| 51,900 |
|
|
| 694 |
| 2,000 |
| 150 |
| 694 |
| 1,817 |
| 2,511 |
| 462 |
| 2005 |
|
Schaumburg, IL |
| 31,160 |
|
|
| 538 |
| 645 |
| 164 |
| 538 |
| 673 |
| 1,211 |
| 178 |
| 2004 |
|
Streamwood, IL |
| 64,305 |
|
|
| 1,447 |
| 1,662 |
| 312 |
| 1,447 |
| 1,662 |
| 3,109 |
| 455 |
| 2004 |
|
Warrenville, IL |
| 48,796 |
|
|
| 1,066 |
| 3,072 |
| 150 |
| 1,066 |
| 2,790 |
| 3,856 |
| 722 |
| 2005 |
|
Waukegan, IL |
| 79,500 |
|
|
| 1,198 |
| 4,363 |
| 319 |
| 1,198 |
| 4,029 |
| 5,227 |
| 1,105 |
| 2004 |
|
West Chicago, IL |
| 48,175 |
|
|
| 1,071 |
| 2,249 |
| 250 |
| 1,071 |
| 2,141 |
| 3,212 |
| 587 |
| 2004 |
|
Westmont, IL |
| 53,450 |
|
|
| 1,155 |
| 3,873 |
| 196 |
| 1,155 |
| 3,529 |
| 4,684 |
| 946 |
| 2004 |
|
Wheeling I, IL |
| 54,210 |
|
|
| 857 |
| 3,213 |
| 301 |
| 857 |
| 3,042 |
| 3,899 |
| 833 |
| 2004 |
|
Wheeling II, IL |
| 67,825 |
|
|
| 793 |
| 3,816 |
| 423 |
| 793 |
| 3,688 |
| 4,481 |
| 1,005 |
| 2004 |
|
Woodridge, IL |
| 50,241 |
|
|
| 943 |
| 3,397 |
| 170 |
| 943 |
| 3,091 |
| 4,034 |
| 846 |
| 2004 |
|
Boston I, MA |
| 33,286 |
|
|
| 538 |
| 3,048 |
| 81 |
| 538 |
| 2,705 |
| 3,243 |
| 272 |
| 2010 |
|
Boston II, MA |
| 60,420 |
|
|
| 1,516 |
| 8,628 |
| 328 |
| 1,516 |
| 7,120 |
| 8,636 |
| 2,356 |
| 2002 |
|
Leominster, MA |
| 54,023 |
|
|
| 90 |
| 1,519 |
| 2,426 |
| 338 |
| 3,356 |
| 3,694 |
| 1,597 |
| 1998 |
|
Medford, MA |
| 58,725 |
|
|
| 1,330 |
| 7,165 |
| 231 |
| 1,330 |
| 5,918 |
| 7,248 |
| 1,143 |
| 2007 |
|
Stoneham, MA |
| 62,100 |
|
|
| 1,558 |
| 7,679 |
| 2 |
| 1,558 |
| 7,681 |
| 9,239 |
| 1,113 |
| 2013 |
|
Baltimore, MD |
| 93,550 |
|
|
| 1,050 |
| 5,997 |
| 1,280 |
| 1,173 |
| 5,854 |
| 7,027 |
| 2,081 |
| 2001 |
|
Beltsville, MD |
| 63,707 |
|
|
| 1,277 |
| 6,295 |
| 25 |
| 1,277 |
| 6,320 |
| 7,597 |
| 2,002 |
| 2013 |
|
California, MD |
| 77,840 |
|
|
| 1,486 |
| 4,280 |
| 162 |
| 1,486 |
| 3,850 |
| 5,336 |
| 1,049 |
| 2004 |
|
Clinton, MD |
| 84,025 |
| 8,500 |
| 2,182 |
| 10,757 |
| 8 |
| 2,182 |
| 10,765 |
| 12,947 |
| 957 |
| 2013 |
|
District Heights, MD |
| 78,720 |
|
|
| 1,527 |
| 8,313 |
| 451 |
| 1,527 |
| 7,639 |
| 9,166 |
| 563 |
| 2011 |
|
Elkridge, MD |
| 63,675 |
|
|
| 1,155 |
| 5,695 |
| 0 |
| 1,155 |
| 5,695 |
| 6,850 |
| 334 |
| 2013 |
|
Gaithersburg, MD |
| 87,045 |
|
|
| 3,124 |
| 9,000 |
| 385 |
| 3,124 |
| 8,126 |
| 11,250 |
| 2,192 |
| 2005 |
|
Hyattsville, MD |
| 52,665 |
|
|
| 1,113 |
| 5,485 |
| 27 |
| 1,113 |
| 5,513 |
| 6,626 |
| 2,040 |
| 2013 |
|
Laurel, MD |
| 162,796 |
|
|
| 1,409 |
| 8,035 |
| 3,589 |
| 1,928 |
| 9,521 |
| 11,449 |
| 3,220 |
| 2001 |
|
Temple Hills, MD |
| 97,250 |
|
|
| 1,541 |
| 8,788 |
| 2,228 |
| 1,800 |
| 9,170 |
| 10,970 |
| 3,671 |
| 2001 |
|
Upper Marlboro, MD |
| 62,290 |
|
|
| 1,309 |
| 6,455 |
| 46 |
| 1,309 |
| 6,501 |
| 7,810 |
| 3,516 |
| 2013 |
|
Belmont, NC |
| 81,850 |
|
|
| 385 |
| 2,196 |
| 693 |
| 451 |
| 2,209 |
| 2,660 |
| 763 |
| 2001 |
|
Burlington I, NC |
| 109,396 |
|
|
| 498 |
| 2,837 |
| 567 |
| 498 |
| 2,771 |
| 3,269 |
| 982 |
| 2001 |
|
Burlington II, NC |
| 42,205 |
|
|
| 320 |
| 1,829 |
| 350 |
| 340 |
| 1,747 |
| 2,087 |
| 591 |
| 2001 |
|
Cary, NC |
| 112,333 |
|
|
| 543 |
| 3,097 |
| 520 |
| 543 |
| 3,345 |
| 3,888 |
| 1,294 |
| 2001 |
|
Charlotte, NC |
| 69,000 |
|
|
| 782 |
| 4,429 |
| 1,433 |
| 1,068 |
| 4,668 |
| 5,736 |
| 1,435 |
| 2002 |
|
Raleigh, NC |
| 48,675 |
|
|
| 209 |
| 2,398 |
| 312 |
| 296 |
| 2,240 |
| 2,536 |
| 1,067 |
| 1998 |
|
Bordentown, NJ |
| 50,600 |
|
|
| 457 |
| 2,255 |
| 19 |
| 457 |
| 2,274 |
| 2,731 |
| 97 |
| 2012 |
|
Brick, NJ |
| 51,725 |
|
|
| 234 |
| 2,762 |
| 1,424 |
| 485 |
| 3,386 |
| 3,871 |
| 1,724 |
| 1996 |
|
Cherry Hill I, NJ |
| 51,600 |
|
|
| 222 |
| 1,260 |
| 78 |
| 222 |
| 1,156 |
| 1,378 |
| 119 |
| 2010 |
|
Cherry Hill II, NJ |
| 64,850 |
|
|
| 471 |
| 2,323 |
| 54 |
| 471 |
| 2,377 |
| 2,848 |
| 84 |
| 2012 |
|
Clifton, NJ |
| 105,450 |
|
|
| 4,346 |
| 12,520 |
| 216 |
| 4,340 |
| 11,057 |
| 15,397 |
| 2,815 |
| 2005 |
|
Cranford, NJ |
| 91,280 |
|
|
| 290 |
| 3,493 |
| 2,369 |
| 779 |
| 4,697 |
| 5,476 |
| 2,249 |
| 1996 |
|
East Hanover, NJ |
| 107,679 |
|
|
| 504 |
| 5,763 |
| 3,925 |
| 1,315 |
| 7,832 |
| 9,147 |
| 3,899 |
| 1996 |
|
Egg Harbor I, NJ |
| 35,425 |
|
|
| 104 |
| 510 |
| 26 |
| 104 |
| 525 |
| 629 |
| 53 |
| 2010 |
|
Egg Harbor II, NJ |
| 70,400 |
|
|
| 284 |
| 1,608 |
| 172 |
| 284 |
| 1,560 |
| 1,844 |
| 164 |
| 2010 |
|
Elizabeth, NJ |
| 38,830 |
|
|
| 751 |
| 2,164 |
| 392 |
| 751 |
| 2,239 |
| 2,990 |
| 574 |
| 2005 |
|
Fairview, NJ |
| 27,876 |
|
|
| 246 |
| 2,759 |
| 436 |
| 246 |
| 2,616 |
| 2,862 |
| 1,434 |
| 1997 |
|
Freehold, NJ |
| 81,470 |
|
|
| 1,086 |
| 5,355 |
| 72 |
| 1,086 |
| 5,426 |
| 6,512 |
| 219 |
| 2012 |
|
Hamilton, NJ |
| 70,550 |
|
|
| 1,885 |
| 5,430 |
| 243 |
| 1,893 |
| 4,941 |
| 6,834 |
| 1,095 |
| 2006 |
|
Hoboken, NJ |
| 34,180 |
|
|
| 1,370 |
| 3,947 |
| 619 |
| 1,370 |
| 3,975 |
| 5,345 |
| 1,068 |
| 2005 |
|
Linden, NJ |
| 100,425 |
|
|
| 517 |
| 6,008 |
| 2,142 |
| 1,043 |
| 6,670 |
| 7,713 |
| 3,611 |
| 1996 |
|
Lumberton, NJ |
| 95,975 |
|
|
| 987 |
| 4,864 |
| 60 |
| 987 |
| 4,924 |
| 5,911 |
| 210 |
| 2012 |
|
Morris Township, NJ |
| 71,976 |
|
|
| 500 |
| 5,602 |
| 2,657 |
| 1,072 |
| 6,682 |
| 7,754 |
| 4,567 |
| 1997 |
|
Parsippany, NJ |
| 66,325 |
|
|
| 475 |
| 5,322 |
| 1,981 |
| 844 |
| 6,008 |
| 6,852 |
| 3,044 |
| 1997 |
|
Rahway, NJ |
| 83,171 |
|
|
| 1,486 |
| 7,326 |
| 2 |
| 1,486 |
| 7,328 |
| 8,814 |
| 1,665 |
| 2013 |
|
Randolph, NJ |
| 52,565 |
|
|
| 855 |
| 4,872 |
| 1,291 |
| 1,108 |
| 4,829 |
| 5,937 |
| 1,671 |
| 2002 |
|
Sewell, NJ |
| 57,826 |
|
|
| 484 |
| 2,766 |
| 1,298 |
| 706 |
| 3,213 |
| 3,919 |
| 1,097 |
| 2001 |
|
Somerset, NJ |
| 57,585 |
|
|
| 1,243 |
| 6,129 |
| 55 |
| 1,243 |
| 6,184 |
| 7,427 |
| 245 |
| 2012 |
|
Whippany, NJ |
| 92,270 |
|
|
| 2,153 |
| 10,615 |
| 23 |
| 2,153 |
| 10,638 |
| 12,791 |
| 246 |
| 2013 |
|
Albuquerque I, NM |
| 65,927 |
|
| (A) | 1,039 |
| 3,395 |
| 269 |
| 1,039 |
| 3,080 |
| 4,119 |
| 852 |
| 2005 |
|
Albuquerque II, NM |
| 58,511 |
|
| (A) | 1,163 |
| 3,801 |
| 254 |
| 1,163 |
| 3,433 |
| 4,596 |
| 951 |
| 2005 |
|
Albuquerque III, NM |
| 57,536 |
|
| (A) | 664 |
| 2,171 |
| 310 |
| 664 |
| 2,093 |
| 2,757 |
| 573 |
| 2005 |
|
Las Vegas I, NV |
| 48,332 |
|
|
| 1,851 |
| 2,986 |
| 397 |
| 1,851 |
| 2,972 |
| 4,823 |
| 844 |
| 2006 |
|
Las Vegas II, NV |
| 48,850 |
|
|
| 3,354 |
| 5,411 |
| 297 |
| 3,355 |
| 5,127 |
| 8,482 |
| 1,466 |
| 2006 |
|
Bronx I, NY |
| 68,698 |
|
|
| 2,014 |
| 11,411 |
| 670 |
| 2,014 |
| 10,488 |
| 12,502 |
| 1,083 |
| 2010 |
|
Bronx II, NY |
| 90,170 |
|
|
| 0 |
| 31,561 |
| 82 |
| 0 |
| 31,109 |
| 31,109 |
| 1,718 |
| 2011 |
|
Bronx III, NY |
| 106,065 |
|
|
| 6,017 |
| 33,999 |
| 93 |
| 6,017 |
| 29,745 |
| 35,762 |
| 2,316 |
| 2011 |
|
Bronx IV, NY |
| 75,080 |
|
|
| 0 |
| 22,830 |
| 88 |
| 0 |
| 20,264 |
| 20,264 |
| 1,292 |
| 2011 |
|
Bronx V, NY |
| 54,733 |
|
|
| 0 |
| 17,564 |
| 151 |
| 0 |
| 15,604 |
| 15,604 |
| 1,067 |
| 2011 |
|
Bronx VI, NY |
| 39,495 |
|
|
| 0 |
| 15,095 |
| 70 |
| 0 |
| 13,134 |
| 13,134 |
| 1,117 |
| 2011 |
|
Bronx VII, NY |
| 78,625 |
| 8,945 |
| 0 |
| 22,512 |
| 54 |
| 0 |
| 22,676 |
| 22,676 |
| 1,320 |
| 2012 |
|
Bronx VIII, NY |
| 30,550 |
| 3,140 |
| 1,245 |
| 6,137 |
| 103 |
| 1,251 |
| 6,270 |
| 7,521 |
| 361 |
| 2012 |
|
Bronx IX, NY |
| 148,570 |
| 24,145 |
| 7,967 |
| 39,279 |
| 494 |
| 7,967 |
| 39,771 |
| 47,738 |
| 2,123 |
| 2012 |
|
Bronx X, NY |
| 159,780 |
| 28,523 |
| 9,090 |
| 44,816 |
| 228 |
| 9,090 |
| 45,044 |
| 54,134 |
| 2,041 |
| 2012 |
|
Brooklyn I, NY |
| 57,020 |
|
|
| 1,795 |
| 10,172 |
| 204 |
| 1,795 |
| 8,960 |
| 10,755 |
| 924 |
| 2010 |
|
Brooklyn II, NY |
| 60,920 |
|
|
| 1,601 |
| 9,073 |
| 417 |
| 1,601 |
| 8,192 |
| 9,793 |
| 837 |
| 2010 |
|
Brooklyn III, NY |
| 41,635 |
|
|
| 3,195 |
| 15,657 |
| 70 |
| 3,195 |
| 15,809 |
| 19,004 |
| 818 |
| 2011 |
|
Brooklyn IV, NY |
| 37,467 |
|
|
| 2,500 |
| 12,252 |
| 127 |
| 2,500 |
| 12,442 |
| 14,942 |
| 716 |
| 2011 |
|
Brooklyn V, NY |
| 47,010 |
|
|
| 2,207 |
| 10,814 |
| 68 |
| 2,207 |
| 10,936 |
| 13,143 |
| 853 |
| 2011 |
|
Brooklyn VI, NY |
| 75,980 |
|
|
| 4,016 |
| 19,680 |
| 49 |
| 4,016 |
| 19,836 |
| 23,852 |
| 1,482 |
| 2011 |
|
|
|
|
|
|
| Initial Cost |
| Costs |
| Gross Carrying Amount at |
|
|
|
|
| ||||||
Description |
| Square |
| Encumbrances |
| Land |
| Buildings |
| Subsequent |
| Land |
| Buildings |
| Total |
| Accumulated |
| Year |
|
Brooklyn VII, NY |
| 72,685 |
|
|
| 5,816 |
| 28,498 |
| 94 |
| 5,816 |
| 28,756 |
| 34,572 |
| 1,839 |
| 2011 |
|
Jamaica I, NY |
| 88,485 |
|
|
| 2,043 |
| 11,658 |
| 1,542 |
| 2,043 |
| 10,577 |
| 12,620 |
| 3,867 |
| 2001 |
|
Jamaica II, NY |
| 91,245 |
|
|
| 5,496 |
| 26,930 |
| 116 |
| 5,496 |
| 27,189 |
| 32,685 |
| 1,797 |
| 2011 |
|
New Rochelle I, NY |
| 46,068 |
|
|
| 1,673 |
| 4,827 |
| 390 |
| 1,673 |
| 4,568 |
| 6,241 |
| 1,137 |
| 2005 |
|
New Rochelle II, NY |
| 63,145 |
| 8,676 |
| 3,167 |
| 2,713 |
| 248 |
| 3,762 |
| 18,794 |
| 22,556 |
| 1,053 |
| 2012 |
|
North Babylon, NY |
| 78,188 |
|
|
| 225 |
| 2,514 |
| 4,071 |
| 568 |
| 5,497 |
| 6,065 |
| 2,383 |
| 1998 |
|
Riverhead, NY |
| 38,340 |
|
|
| 1,068 |
| 1,149 |
| 190 |
| 1,068 |
| 1,106 |
| 2,174 |
| 330 |
| 2005 |
|
Southold, NY |
| 59,451 |
|
|
| 2,079 |
| 2,238 |
| 240 |
| 2,079 |
| 2,073 |
| 4,152 |
| 633 |
| 2005 |
|
Staten Island, NY |
| 96,823 |
|
|
| 1,919 |
| 9,463 |
| 3 |
| 1,919 |
| 9,466 |
| 11,385 |
| 707 |
| 2013 |
|
Tuckahoe, NY |
| 51,343 |
|
|
| 1,516 |
| 13,236 |
| 149 |
| 1,516 |
| 7,614 |
| 9,130 |
| 1,051 |
| 2011 |
|
West Hempstead, NY |
| 84,507 |
|
|
| 2,237 |
| 11,030 |
| 101 |
| 2,237 |
| 11,130 |
| 13,367 |
| 444 |
| 2012 |
|
White Plains, NY |
| 86,400 |
|
|
| 3,295 |
| 18,049 |
| 833 |
| 3,295 |
| 16,391 |
| 19,686 |
| 1,389 |
| 2011 |
|
Woodhaven, NY |
| 50,665 |
|
|
| 2,028 |
| 11,285 |
| 45 |
| 2,028 |
| 10,032 |
| 12,060 |
| 680 |
| 2011 |
|
Wyckoff, NY |
| 61,835 |
|
|
| 1,961 |
| 11,113 |
| 172 |
| 1,961 |
| 9,803 |
| 11,764 |
| 933 |
| 2010 |
|
Yorktown, NY |
| 78,615 |
|
|
| 2,710 |
| 13,338 |
| 48 |
| 2,710 |
| 13,399 |
| 16,109 |
| 713 |
| 2011 |
|
Cleveland I, OH |
| 46,000 |
|
|
| 525 |
| 2,592 |
| 145 |
| 524 |
| 2,388 |
| 2,912 |
| 669 |
| 2005 |
|
Cleveland II, OH |
| 58,425 |
|
|
| 290 |
| 1,427 |
| 170 |
| 289 |
| 1,346 |
| 1,635 |
| 379 |
| 2005 |
|
Columbus, OH |
| 71,905 |
|
|
| 1,234 |
| 3,151 |
| 41 |
| 1,239 |
| 2,716 |
| 3,955 |
| 691 |
| 2006 |
|
Grove City, OH |
| 89,290 |
|
|
| 1,756 |
| 4,485 |
| 158 |
| 1,761 |
| 4,025 |
| 5,786 |
| 983 |
| 2006 |
|
Hilliard, OH |
| 89,690 |
|
|
| 1,361 |
| 3,476 |
| 190 |
| 1,366 |
| 3,178 |
| 4,544 |
| 776 |
| 2006 |
|
Lakewood, OH |
| 39,337 |
|
|
| 405 |
| 854 |
| 513 |
| 405 |
| 1,235 |
| 1,640 |
| 848 |
| 1989 |
|
Middleburg Heights, OH |
| 93,200 |
|
|
| 63 |
| 704 |
| 2,161 |
| 332 |
| 2,257 |
| 2,589 |
| 1,014 |
| 1980 |
|
North Olmsted I, OH |
| 48,665 |
|
|
| 63 |
| 704 |
| 1,322 |
| 214 |
| 1,586 |
| 1,800 |
| 789 |
| 1979 |
|
North Olmsted II, OH |
| 47,850 |
|
|
| 290 |
| 1,129 |
| 1,127 |
| 469 |
| 1,993 |
| 2,462 |
| 1,331 |
| 1988 |
|
North Randall, OH |
| 80,239 |
|
|
| 515 |
| 2,323 |
| 3,021 |
| 898 |
| 4,196 |
| 5,094 |
| 1,720 |
| 1998 |
|
Reynoldsburg, OH |
| 67,295 |
|
|
| 1,290 |
| 3,295 |
| 233 |
| 1,295 |
| 3,074 |
| 4,369 |
| 764 |
| 2006 |
|
Strongsville, OH |
| 43,507 |
|
|
| 570 |
| 3,486 |
| 329 |
| 570 |
| 2,982 |
| 3,552 |
| 596 |
| 2007 |
|
Warrensville Heights, OH |
| 90,281 |
|
|
| 525 |
| 766 |
| 2,885 |
| 935 |
| 3,065 |
| 4,000 |
| 1,224 |
| 1980 |
|
Westlake, OH |
| 62,750 |
|
|
| 509 |
| 2,508 |
| 189 |
| 508 |
| 2,309 |
| 2,817 |
| 660 |
| 2005 |
|
Conshohocken, PA |
| 81,470 |
|
|
| 1,726 |
| 8,508 |
| 79 |
| 1,726 |
| 8,588 |
| 10,314 |
| 345 |
| 2012 |
|
Exton, PA |
| 57,750 |
|
|
| 541 |
| 2,668 |
| 83 |
| 541 |
| 2,751 |
| 3,292 |
| 95 |
| 2012 |
|
Langhorne, PA |
| 65,050 |
|
|
| 1,019 |
| 5,023 |
| 32 |
| 1,019 |
| 5,055 |
| 6,074 |
| 201 |
| 2012 |
|
Levittown, PA |
| 76,180 |
|
|
| 926 |
| 5,296 |
| 1,146 |
| 926 |
| 5,430 |
| 6,356 |
| 1,968 |
| 2001 |
|
Malvern, PA |
| — |
|
|
| 2,959 |
| 18,198 |
| — |
| 2,959 |
| 18,198 |
| 21,157 |
| 41 |
| 2013 |
|
Montgomeryville, PA |
| 84,145 |
|
|
| 975 |
| 4,809 |
| 100 |
| 975 |
| 4,908 |
| 5,883 |
| 199 |
| 2012 |
|
Norristown, PA |
| 52,031 |
|
|
| 777 |
| 3,709 |
| 469 |
| 777 |
| 4,282 |
| 5,059 |
| 223 |
| 2011 |
|
Philadelphia, PA |
| 97,364 |
|
|
| 1,461 |
| 8,334 |
| 1,615 |
| 1,461 |
| 6,771 |
| 8,232 |
| 2,557 |
| 2001 |
|
Antioch, TN |
| 76,190 |
|
|
| 588 |
| 4,906 |
| 247 |
| 588 |
| 4,386 |
| 4,974 |
| 1,130 |
| 2005 |
|
Nashville I, TN |
| 103,560 |
|
|
| 405 |
| 3,379 |
| 428 |
| 405 |
| 3,229 |
| 3,634 |
| 855 |
| 2005 |
|
Nashville II, TN |
| 83,384 |
|
|
| 593 |
| 4,950 |
| 174 |
| 593 |
| 4,434 |
| 5,027 |
| 1,162 |
| 2005 |
|
Nashville III, TN |
| 101,575 |
|
|
| 416 |
| 3,469 |
| 168 |
| 416 |
| 3,305 |
| 3,721 |
| 842 |
| 2006 |
|
Nashville IV, TN |
| 102,450 |
|
|
| 992 |
| 8,274 |
| 336 |
| 992 |
| 7,370 |
| 8,362 |
| 1,871 |
| 2006 |
|
Allen, TX |
| 62,290 |
| 3,670 |
| 714 |
| 3,519 |
| 54 |
| 714 |
| 3,573 |
| 4,287 |
| 159 |
| 2012 |
|
Austin I, TX |
| 59,520 |
|
|
| 2,239 |
| 2,038 |
| 141 |
| 2,410 |
| 1,854 |
| 4,264 |
| 483 |
| 2005 |
|
Austin II, TX |
| 65,151 |
|
| (B) | 734 |
| 3,894 |
| 227 |
| 738 |
| 3,559 |
| 4,297 |
| 854 |
| 2006 |
|
Austin III, TX |
| 70,535 |
|
|
| 1,030 |
| 5,468 |
| 186 |
| 1,035 |
| 4,995 |
| 6,030 |
| 1,134 |
| 2006 |
|
Bryan, TX |
| 60,450 |
|
|
| 1,394 |
| 1,268 |
| 134 |
| 1,396 |
| 1,181 |
| 2,577 |
| 317 |
| 2005 |
|
Carrollton, TX |
| 77,440 |
|
|
| 661 |
| 3,261 |
| 37 |
| 661 |
| 3,298 |
| 3,959 |
| 105 |
| 2012 |
|
College Station, TX |
| 26,550 |
|
|
| 812 |
| 740 |
| 113 |
| 813 |
| 703 |
| 1,516 |
| 181 |
| 2005 |
|
Cypress, TX |
| 57,711 |
|
|
| 360 |
| 1,773 |
| 32 |
| 360 |
| 1,806 |
| 2,166 |
| 81 |
| 2012 |
|
Dallas I, TX |
| 58,582 |
|
|
| 2,475 |
| 2,253 |
| 329 |
| 2,475 |
| 2,135 |
| 4,610 |
| 540 |
| 2005 |
|
Dallas II, TX |
| 79,155 |
|
|
| 940 |
| 4,635 |
| — |
| 940 |
| 4,635 |
| 5,575 |
| 476 |
| 2013 |
|
Denton, TX |
| 60,846 |
|
|
| 553 |
| 2,936 |
| 194 |
| 569 |
| 2,654 |
| 3,223 |
| 595 |
| 2006 |
|
El Paso I, TX |
| 59,852 |
|
| (A) | 1,983 |
| 1,805 |
| 221 |
| 1,984 |
| 1,697 |
| 3,681 |
| 449 |
| 2005 |
|
El Paso II, TX |
| 48,704 |
|
| (A) | 1,319 |
| 1,201 |
| 186 |
| 1,320 |
| 1,169 |
| 2,489 |
| 306 |
| 2005 |
|
El Paso III, TX |
| 71,152 |
|
| (A) | 2,408 |
| 2,192 |
| 213 |
| 2,409 |
| 2,073 |
| 4,482 |
| 540 |
| 2005 |
|
El Paso IV, TX |
| 66,906 |
|
| (A) | 2,073 |
| 1,888 |
| 28 |
| 2,074 |
| 1,604 |
| 3,678 |
| 505 |
| 2005 |
|
El Paso V, TX |
| 62,290 |
|
|
| 1,758 |
| 1,617 |
| 141 |
| 1,761 |
| 1,498 |
| 3,259 |
| 397 |
| 2005 |
|
El Paso VI, TX |
| 36,620 |
|
|
| 660 |
| 607 |
| 145 |
| 662 |
| 618 |
| 1,280 |
| 165 |
| 2005 |
|
El Paso VII, TX |
| 33,945 |
|
|
| 563 |
| 517 |
| 144 |
| 565 |
| 550 |
| 1,115 |
| 9 |
| 2005 |
|
Fort Worth I, TX |
| 50,521 |
|
|
| 1,253 |
| 1,141 |
| 180 |
| 1,253 |
| 1,087 |
| 2,340 |
| 271 |
| 2005 |
|
Fort Worth II, TX |
| 72,900 |
|
|
| 868 |
| 4,607 |
| 260 |
| 874 |
| 4,200 |
| 5,074 |
| 1,000 |
| 2006 |
|
Frisco I, TX |
| 50,754 |
|
|
| 1,093 |
| 3,148 |
| 86 |
| 1,093 |
| 2,796 |
| 3,889 |
| 722 |
| 2005 |
|
Frisco II, TX |
| 71,099 |
|
|
| 1,564 |
| 4,507 |
| 92 |
| 1,564 |
| 3,988 |
| 5,552 |
| 1,034 |
| 2005 |
|
Frisco III, TX |
| 74,915 |
|
|
| 1,147 |
| 6,088 |
| 232 |
| 1,154 |
| 5,515 |
| 6,669 |
| 1,310 |
| 2006 |
|
Frisco IV, TX |
| 75,035 |
|
|
| 719 |
| 4,072 |
| 106 |
| 719 |
| 3,620 |
| 4,339 |
| 375 |
| 2010 |
|
Garland I, TX |
| 70,100 |
|
|
| 751 |
| 3,984 |
| 396 |
| 767 |
| 3,794 |
| 4,561 |
| 884 |
| 2006 |
|
Garland II, TX |
| 68,425 |
|
|
| 862 |
| 4,578 |
| 198 |
| 862 |
| 4,179 |
| 5,041 |
| 910 |
| 2006 |
|
Houston III, TX |
| 60,820 |
|
|
| 575 |
| 524 |
| 283 |
| 576 |
| 694 |
| 1,270 |
| 189 |
| 2005 |
|
Houston IV, TX |
| 43,750 |
|
|
| 960 |
| 875 |
| 307 |
| 961 |
| 988 |
| 1,949 |
| 234 |
| 2005 |
|
Houston V, TX |
| 126,065 |
|
|
| 1,153 |
| 6,122 |
| 572 |
| 1,156 |
| 5,833 |
| 6,989 |
| 1,277 |
| 2006 |
|
Houston VI, TX |
| 54,680 |
|
|
| 575 |
| 524 |
| 5,706 |
| 983 |
| 4,909 |
| 5,892 |
| 403 |
| 2011 |
|
Houston VII, TX |
| 47,227 |
|
|
| 681 |
| 3,355 |
| 75 |
| 681 |
| 3,430 |
| 4,111 |
| 210 |
| 2012 |
|
Houston VIII, TX |
| 54,213 |
|
|
| 1,294 |
| 6,377 |
| 98 |
| 1,294 |
| 6,476 |
| 7,770 |
| 290 |
| 2012 |
|
Houston IX, TX |
| 51,197 |
|
|
| 296 |
| 1,459 |
| 50 |
| 296 |
| 1,509 |
| 1,805 |
| 67 |
| 2012 |
|
Katy, TX |
| 71,308 |
|
|
| 1,329 |
| 6,552 |
| 0 |
| 1,329 |
| 6,553 |
| 7,882 |
| 905 |
| 2013 |
|
Keller, TX |
| 61,885 |
|
|
| 890 |
| 4,727 |
| 127 |
| 890 |
| 4,269 |
| 5,159 |
| 1,023 |
| 2006 |
|
Lewisville I, TX |
| 58,140 |
|
|
| 476 |
| 2,525 |
| 291 |
| 492 |
| 2,402 |
| 2,894 |
| 546 |
| 2006 |
|
Lewisville II, TX |
| 127,509 |
|
|
| 1,464 |
| 7,217 |
| 18 |
| 1,464 |
| 7,235 |
| 8,699 |
| 542 |
| 2013 |
|
Mansfield I, TX |
| 63,025 |
|
|
| 837 |
| 4,443 |
| 178 |
| 843 |
| 4,044 |
| 4,887 |
| 951 |
| 2006 |
|
Mansfield II, TX |
| 57,775 |
|
|
| 662 |
| 3,261 |
| 40 |
| 662 |
| 3,300 |
| 3,962 |
| 166 |
| 2012 |
|
McKinney I, TX |
| 47,020 |
|
|
| 1,632 |
| 1,486 |
| 125 |
| 1,634 |
| 1,373 |
| 3,007 |
| 352 |
| 2005 |
|
McKinney II, TX |
| 70,050 |
| 3,839 |
| 855 |
| 5,076 |
| 153 |
| 857 |
| 4,604 |
| 5,461 |
| 1,095 |
| 2006 |
|
North Richland Hills, TX |
| 57,200 |
|
|
| 2,252 |
| 2,049 |
| 115 |
| 2,252 |
| 1,799 |
| 4,051 |
| 464 |
| 2005 |
|
Pearland, TX |
| 72,060 |
|
|
| 450 |
| 2,216 |
| 47 |
| 450 |
| 2,264 |
| 2,714 |
| 102 |
| 2012 |
|
Roanoke, TX |
| 59,420 |
|
|
| 1,337 |
| 1,217 |
| 79 |
| 1,337 |
| 1,097 |
| 2,434 |
| 285 |
| 2005 |
|
Richmond, TX |
| 125,275 |
|
|
| 1,437 |
| 7,083 |
| — |
| 1,437 |
| 7,083 |
| 8,520 |
| 265 |
| 2013 |
|
|
|
|
|
|
| Initial Cost |
| Costs |
| Gross Carrying Amount at |
|
|
|
|
| ||||||
Description |
| Square |
| Encumbrances |
| Land |
| Buildings |
| Subsequent |
| Land |
| Buildings |
| Total |
| Accumulated |
| Year |
|
San Antonio I, TX |
| 73,309 |
|
|
| 2,895 |
| 2,635 |
| 260 |
| 2,895 |
| 2,364 |
| 5,259 |
| 592 |
| 2005 |
|
San Antonio II, TX |
| 73,230 |
|
|
| 1,047 |
| 5,558 |
| 142 |
| 1,052 |
| 5,007 |
| 6,059 |
| 1,095 |
| 2006 |
|
San Antonio III, TX |
| 71,775 |
|
|
| 996 |
| 5,286 |
| 215 |
| 996 |
| 4,780 |
| 5,776 |
| 1,014 |
| 2007 |
|
Spring, TX |
| 72,751 |
|
|
| 580 |
| 3,081 |
| 156 |
| 580 |
| 2,789 |
| 3,369 |
| 666 |
| 2006 |
|
Murray I, UT |
| 60,280 |
|
| (A) | 3,847 |
| 1,017 |
| 418 |
| 3,848 |
| 1,221 |
| 5,069 |
| 324 |
| 2005 |
|
Murray II, UT |
| 71,221 |
|
| (A) | 2,147 |
| 567 |
| 411 |
| 2,148 |
| 819 |
| 2,967 |
| 249 |
| 2005 |
|
Salt Lake City I, UT |
| 56,446 |
|
| (A) | 2,695 |
| 712 |
| 427 |
| 2,696 |
| 962 |
| 3,658 |
| 240 |
| 2005 |
|
Salt Lake City II, UT |
| 51,676 |
|
| (A) | 2,074 |
| 548 |
| 355 |
| 1,931 |
| 738 |
| 2,669 |
| 195 |
| 2005 |
|
Alexandria, VA |
| 114,650 |
| 9,418 |
| 2,812 |
| 13,865 |
| 109 |
| 2,812 |
| 13,974 |
| 16,786 |
| 630 |
| 2012 |
|
Burke Lake, VA |
| 91,747 |
| 7,219 |
| 2,093 |
| 10,940 |
| 1,018 |
| 2,093 |
| 10,362 |
| 12,455 |
| 961 |
| 2011 |
|
Fairfax, VA |
| 73,650 |
|
|
| 2,276 |
| 11,220 |
| 111 |
| 2,276 |
| 11,331 |
| 13,607 |
| 449 |
| 2012 |
|
Fredericksburg I, VA |
| 69,475 |
|
| (C) | 1,680 |
| 4,840 |
| 277 |
| 1,680 |
| 4,444 |
| 6,124 |
| 1,052 |
| 2005 |
|
Fredericksburg II, VA |
| 61,207 |
|
| (C) | 1,757 |
| 5,062 |
| 293 |
| 1,758 |
| 4,663 |
| 6,421 |
| 1,123 |
| 2005 |
|
Leesburg, VA |
| 85,503 |
| 4,548 |
| 1,746 |
| 9,894 |
| 68 |
| 1,746 |
| 8,674 |
| 10,420 |
| 574 |
| 2011 |
|
McLearen, VA |
| 68,960 |
|
|
| 1,482 |
| 8,400 |
| 143 |
| 1,482 |
| 7,388 |
| 8,870 |
| 704 |
| 2010 |
|
Manassas, VA |
| 73,045 |
|
|
| 860 |
| 4,872 |
| 73 |
| 860 |
| 4,282 |
| 5,142 |
| 431 |
| 2010 |
|
Vienna, VA |
| 54,698 |
|
|
| 2,300 |
| 11,340 |
| 61 |
| 2,300 |
| 11,402 |
| 13,702 |
| 456 |
| 2012 |
|
Divisional Offices |
| — |
|
|
|
|
|
|
| 168 |
| — |
| 168 |
| 168 |
| 26 |
|
|
|
USIFB |
| — |
|
|
|
|
|
|
| 12,753 |
| — |
| 12,752 |
| 12,752 |
| 1,247 |
|
|
|
|
| 24,662,105 |
|
|
| 444,764 |
| 1,893,779 |
| 217,815 |
| 465,680 |
| 1,888,823 |
| 2,354,503 |
| 379,704 |
|
|
|
Notes (In thousands):
(A) This facility is part of Yasky Loan portfolio, with a balance of $80,000 as of December 31, 2010.
(B) This facility is part of the YSI 20 Loan portfolio, with a balance of $62,459$56,373 as of December 31, 2010.2013.
(C) This facility is part of the YSI 6 Loan portfolio, with a balance of $76,137 as of December 31, 2010.
(D) This facility is part of the YSI 28 Loan portfolio, with a balance of $1555 as of December 31, 2010.
(E) This facility is part of the YSI 30 Loan portfolio, with a balance of $7,316 as of December 31, 2010.
(F) This facility is part of the YSI 34 Loan protfolio, with a balance of $14,823 as of December 31, 2010
(G) This facility is part of the YSI 31 Loan portfolio, with a balance of $13,660 as of December 31, 2010.
(H) This facility is part of the YSI 32 Loan portfolio, with a balance of $6,058 as of December 31, 2010.
(I)(B) This facility is part of the YSI 33 Loan portfolio, with a balance of $11,370$10,688 as of December 31, 2010.2013.
(J)(C) This facility is part of the YSI 35 Loan portfolio, with a balance of $4,499$4,274 as of December 31, 2010.2013.
(K) This facility is part of the YSI 41 Loan portfolio, with a balance of $3,879 as of December 31, 2010.
(L) This facility is part of the YSI 38 Loan portfolio, with a balance of $3,973 as of December 31, 2010.
(M) This facility is part of the YSI 48 Loan portfolio, with a balance of $25,270 as of December 31, 2010.
(N)(D) 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.
(O) This facility is part
Activity in real estate facilities during 2010, 2009,2013, 2012, and 20082011 was as follows (in thousands):
|
| 2010 |
| 2009 |
| 2008 |
|
| 2013 |
| 2012 |
| |||||
Storage facilities |
|
|
|
|
|
|
| ||||||||||
Storage facilities* |
|
|
|
|
| ||||||||||||
Balance at beginning of year |
| $ | 1,774,542 |
| $ | 1,888,123 |
| $ | 1,916,396 |
|
| $ | 2,443,022 |
| $ | 2,107,469 |
|
Acquisitions & improvements |
| 96,612 |
| 13,345 |
| 30,295 |
|
| 219,751 |
| 335,644 |
| |||||
Fully depreciated assets |
| (79,211 | ) | (40,859 | ) | — |
|
| (14,398 | ) | (25,415 | ) | |||||
Real estate venture |
| — |
| 93,679 |
| ||||||||||||
Dispositions and other |
| (49,865 | ) | (89,668 | ) | (59,168 | ) |
| (127,700 | ) | (71,265 | ) | |||||
Contstruction in progress |
| 943 |
| 3,601 |
| 600 |
| ||||||||||
Construction in progress |
| 33,031 |
| 2,910 |
| ||||||||||||
Balance at end of year |
| $ | 1,743,021 |
| $ | 1,774,542 |
| $ | 1,888,123 |
|
| $ | 2,553,706 |
| $ | 2,443,022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Accumulated depreciation |
|
|
|
|
|
|
| ||||||||||
Accumulated depreciation* |
|
|
|
|
| ||||||||||||
Balance at beginning of year |
| $ | 344,009 |
| $ | 328,165 |
| $ | 269,278 |
|
| $ | 353,315 |
| $ | 318,749 |
|
Depreciation expense |
| 64,387 |
| 73,569 |
| 77,580 |
|
| 87,708 |
| 79,955 |
| |||||
Fully depreciated assets |
| (79,211 | ) | (40,503 | ) | — |
|
| (14,398 | ) | (25,415 | ) | |||||
Dispositions and other |
| (14,655 | ) | (17,222 | ) | (18,693 | ) |
| (28,089 | ) | (19,974 | ) | |||||
Balance at end of year |
| $ | 314,530 |
| $ | 344,009 |
| $ | 328,165 |
|
| $ | 398,536 |
| $ | 353,315 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Net Storage facility assets |
| $ | 1,428,491 |
| $ | 1,430,533 |
| $ | 1,559,958 |
| |||||||
Storage facilities, net |
| $ | 2,155,170 |
| $ | 2,089,707 |
|
* These amounts include equipment that is housed at the Company’s storage facilities.