NONCONTROLLING INTERESTS | 12. NONCONTROLLING INTERESTS Interests in Consolidated Real Estate Joint Ventures Noncontrolling interests in subsidiaries represent the ownership interests of third parties in the Company’s consolidated real estate ventures. The Company has determined that these ventures are variable interest entities, and that the Company is the primary beneficiary. Accordingly, the Company consolidates the assets, liabilities, and results of operations of the real estate ventures in the table below (dollars in thousands): Date Opened / CubeSmart Number Estimated Ownership September 30, 2017 Development Ventures of Stores Location Opening Interest Total Assets Total Liabilities CS 1158 McDonald Ave, LLC ("McDonald Ave") (1) 1 Brooklyn, NY Q3 2019 (est.) 51% $ 16,736 $ 1,405 CS SJM E 92nd Street, LLC ("92nd St") (3) 1 New York, NY Q2 2019 (est.) 90% 853 783 CS 160 East 22nd St, LLC ("22nd St") (1) 1 Bayonne, NJ Q1 2019 (est.) 51% 3,320 1,755 2225 46th St, LLC ("46th St") (1) 1 Queens, NY Q4 2018 (est.) 51% 22,559 7,073 CS SDP Waltham, LLC ("Waltham") (3) 1 Waltham, MA Q4 2018 (est.) 90% 4,647 431 2880 Exterior St, LLC ("Exterior St") (1) 1 Bronx, NY Q3 2018 (est.) 51% 54,423 27,519 3068 Cropsey Avenue, LLC ("Cropsey Ave") (1) 1 Brooklyn, NY Q4 2017 (est.) 51% 43,303 21,120 444 55 th Street Holdings, LLC ("55th St") (2) 1 New York, NY Q3 2017 90% 81,669 34,537 186 Jamaica Avenue, LLC ("Jamaica Ave") (3) 1 Brooklyn, NY Q4 2015 90% 18,281 13,012 Shirlington Rd, LLC ("SRLLC") (3) 1 Arlington, VA Q2 2015 90% 16,301 12,881 10 $ 262,092 $ 120,516 (1) The noncontrolling members of McDonald Ave, 22nd St, 46th St, Exterior St, and Cropsey Ave have the option to put their ownership interest in the ventures to the Company for $10.0 million, $11.5 million, $14.2 million, $37.8 million and $20.4 million, respectively, within the one-year period after construction of each store is substantially complete. Additionally, the Company has a one-year option to call the ownership interest of the noncontrolling members of McDonald Ave, 22nd St, 46th St, Exterior St, and Cropsey Ave for $10.0 million, $11.5 million, $14.2 million, $37.8 million and $20.4 million, respectively, beginning on the second anniversary of the respective store’s construction being substantially complete. The Company is accreting the respective liabilities during the development periods and, as of September 30, 2017, has accrued $1.1 million, $1.6 million, $6.6 million, $26.0 million and $18.1 million related to McDonald Ave, 22 nd St, 46th St, Exterior St, and Cropsey Ave, respectively. (2) In connection with the acquired property, 55th St assumed mortgage debt that was recorded at a fair value of $35.0 million, which fair value includes an outstanding principal balance totaling $32.5 million and a net premium of $2.5 million to reflect the estimated fair value of the debt at the time of assumption. The loan accrues interest at a fixed rate of 4.68%, matures on June 7, 2023, and is fully guaranteed by the Company. (3) The Company has a related party loan commitment to these ventures to fund all or a portion of the construction costs. As of September 30, 2017, the Company has fully funded its $12.8 million loan commitment to Jamaica Ave and $12.8 million of a total $14.6 million loan commitment to SRLLC, which are included in the total liability amounts within the table above. These loans and related interest were eliminated during consolidation. As of September 30, 2017, the Company has not funded any of its $10.8 million or $6.2 million loan commitments to Waltham and 92nd St, respectively. See note 4 for details regarding the Company’s June 2, 2017 acquisition of the noncontrolling interest in a previously consolidated joint venture that developed and owned a store in Brooklyn, NY. Operating Partnership Ownership The Company follows guidance regarding the classification and measurement of redeemable securities. Under this guidance, securities that are redeemable for cash or other assets, at the option of the holder and not solely within the control of the issuer, must be classified outside of permanent equity/capital. This classification results in certain outside ownership interests being included as redeemable noncontrolling interests outside of permanent equity/capital in the consolidated balance sheets. The Company makes this determination based on terms in applicable agreements, specifically in relation to redemption provisions. Additionally, with respect to redeemable ownership interests in the Operating Partnership held by third parties for which CubeSmart has a choice to settle the redemption by delivery of its own shares, the Operating Partnership considered the guidance regarding accounting for derivative financial instruments indexed to, and potentially settled in, a company’s own shares, to evaluate whether CubeSmart controls the actions or events necessary to presume share settlement. The guidance also requires that noncontrolling interests classified outside of permanent capital be adjusted each period to the greater of the carrying value based on the accumulation of historical cost or the redemption value. Approximately 1.0% and 1.1% of the outstanding OP Units as of September 30, 2017 and December 31, 2016, 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 properties. The holders of the OP Units are limited partners in the Operating Partnership and have the right to require CubeSmart to redeem all or part of their OP Units for, at the general partner’s option, an equivalent number of common shares of CubeSmart or cash based upon the fair value of an equivalent number of common shares of CubeSmart. However, the partnership agreement contains certain provisions that could result in a settlement outside the control of CubeSmart and the Operating Partnership, as CubeSmart does not have the ability to settle in unregistered shares. Accordingly, consistent with the guidance, the Operating Partnership will record the OP Units owned by third parties outside of permanent capital in the consolidated balance sheets. Net income or loss related to the OP Units owned by third parties is excluded from net income or loss attributable to Operating Partner in the consolidated statements of operations. On April 12, 2017, the Company acquired a store in Illinois for $11.2 million. In conjunction with the closing, the Company paid $9.7 million and issued 58,000 Class C OP units to pay the remaining consideration. On May 9, 2017, the Company acquired a store in Maryland for $18.2 million and assumed an existing mortgage loan with an outstanding balance of approximately $5.9 million. In conjunction with the closing, the Company issued 440,160 OP Units, valued at approximately $12.3 million, to pay the remaining consideration. On May 14, 2015, the Company closed on the acquisition of real property that has been developed into a self-storage property in Washington, D.C. In conjunction with the closing, the Company issued 20,408 OP Units, valued at approximately $0.5 million to pay a portion of the consideration. On April 18, 2016, upon the completion of certain milestones, the Company issued 61,224 additional OP Units, valued at approximately $1.5 million, to pay the remaining consideration. The store commenced operations during the third quarter of 2017. As of September 30, 2017 and December 31, 2016, 1,878,253 and 2,032,394 OP units, respectively, were held by third parties. The per unit cash redemption amount of the outstanding OP units was calculated based upon the average of the closing prices of the common shares of CubeSmart on the New York Stock Exchange for the final 10 trading days of the quarter. Based on the Company’s evaluation of the redemption value of the redeemable noncontrolling interest, the Company has reflected these interests at their redemption value at September 30, 2017 and December 31, 2016. The Operating Partnership recorded a decrease to OP Units owned by third parties and a corresponding increase to capital of $1.8 million and $7.4 million at September 30, 2017 and December 31, 2016, respectively. |