Table of Contents

 

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 10-Q

 


 

(Mark one)

 

x       Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended September 30, 2011.

 

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)
000-54662 (CubeSmart, L.P.)

 


 

CUBESMART

CUBESMART, L.P.

(Exact Name of Registrant as Specified in its Charter)

 


 

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

 

20-1024732
34-1837021

(State or Other Jurisdiction of

 

(I.R.S. Employer

Incorporation or Organization)

 

Identification No.)

 

 

 

460 East Swedesford Road

 

 

Wayne, Pennsylvania

 

19087

(Address of Principal Executive Offices)

 

(Zip Code)

 

(610) 293-5700

(Registrant’s Telephone Number, Including Area Code)

 


 

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.

 

CubeSmart

Yes x No o

CubeSmart, L.P.

Yes x No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

CubeSmart

Yes x No o

CubeSmart, L.P.

Yes x No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

CubeSmart:

 

 

Large accelerated filer o

 

Accelerated filer x

 

 

 

Non-accelerated filer o

 

Smaller reporting company o

 

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).

 

CubeSmart

Yes o No x

CubeSmart, L.P.

Yes o No x

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

 

Class

 

Outstanding at November 4, 2011

common shares of CubeSmart, $.01 par value

 

122,565,406

 

 

 



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EXPLANATORY NOTE

 

This report combines the quarterly reports on Form 10-Q for the period ended September 30, 2011 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. Effective September 14, 2011, the Parent Company changed its name from “U-Store-It Trust” to “CubeSmart” and the Operating Partnership changed its name from “U-Store-It, L.P.” to “CubeSmart, L.P.” The Parent Company, the Operating Partnership and their consolidated subsidiaries are collectively referred to in this report as the “Company.” In addition, terms such as “we”, “us”, or “our” used in this report may refer to the Company, the Parent Company, or the Operating Partnership.

 

The Parent Company is the sole general partner of the Operating Partnership and, as of September 30, 2011, owned a 95.4% interest in the Operating Partnership. The remaining 4.6% interest consists of common units of limited partnership interest issued by the Operating Partnership to third parties in exchange for contributions of properties to the Operating Partnership. As the sole general partner of the Operating Partnership, the Parent Company has full and complete authority over the Operating Partnership’s day-to-day operations and management.

 

Management operates the Parent Company and the Operating Partnership as one enterprise. The management teams of the Parent Company and the Operating Partnership 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 stock, while the Operating Partnership is a partnership with no publicly traded equity. In the financial statements, this difference is primarily reflected in the equity (or capital for Operating Partnership) section of the consolidated balance sheets and in the consolidated statements of equity (or capital) and comprehensive income (loss). Apart from the different equity treatment, the consolidated financial statements of the Parent Company and the Operating Partnership are nearly identical.

 

The Company believes that combining the quarterly reports on Form 10-Q 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.

 

 

To help investors understand the significant differences between the Parent Company and the Operating Partnership, this report presents Item 1 —Financial Statements as separate sections for each of the Parent Company and the Operating Partnership.

 

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This report also includes separate Item 4—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 and 18 U.S.C. §1350.

 

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.

 

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TABLE OF CONTENTS

 

Part I. FINANCIAL INFORMATION

 

Item 1.

Financial Statements

7

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

28

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

40

Item 4.

Controls and Procedures

40

 

 

Part II. OTHER INFORMATION

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

42

Item 5.

Other Information

43

Item 6.

Exhibits

44

 

Filing Format

 

This combined Form 10-Q is being filed separately by CubeSmart and CubeSmart, L.P.

 

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Forward-Looking Statements

 

This Quarterly Report on Form 10-Q, or “this Report”, together with other statements and information publicly disseminated by the Parent Company and the Operating Partnership, contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements include statements concerning the Company’s plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions and other information that is not historical information.  In some cases, forward-looking statements can be identified by terminology such as “believes,” “expects,” “estimates,” “may,” “will,” “should,” “anticipates,” or “intends” or the negative of such terms or other comparable terminology, or by discussions of strategy.  Such statements are based on assumptions and expectations that may not be realized and are inherently subject to risks, uncertainties and other factors, many of which cannot be predicted with accuracy and some of which might not even be anticipated.  Although we believe the expectations reflected in these forward-looking statements are based on reasonable assumptions, future events and actual results, performance, transactions or achievements, financial and otherwise, may differ materially from the results, performance, transactions or achievements expressed or implied by the forward-looking statements.  As a result, you should not rely on or construe any forward-looking statements in this 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 the Parent Company’s Annual Report on Form 10-K for the year ended December 31, 2010, in Item 1A. “Risk Factors” in the Operating Partnership’s Registration Statement on Form 10, as amended, and in our other filings with the Securities and Exchange Commission (“SEC”).  These risks include, but are not limited 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 raise rental rates;

 

·         the execution of our business plan;

 

·         the availability of external sources of capital;

 

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

 

·         increases in interest rates and operating costs;

 

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

 

·         our ability to maintain our status 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

 

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·         other risks identified in the Parent Company’s Annual Report on Form 10-K, the Operating Partnership’s Registration Statement on Form 10, as amended, and, from time to time, in other reports that we file with the SEC or in other documents that we publicly disseminate.

 

Given these uncertainties 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 by securities laws.

 

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

 

CUBESMART AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

(unaudited)

 

 

 

September 30,

 

December 31,

 

 

 

2011

 

2010

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Storage facilities

 

$

1,740,880

 

$

1,743,021

 

Less: Accumulated depreciation

 

(307,675

)

(314,530

)

Storage facilities, net

 

1,433,205

 

1,428,491

 

Cash and cash equivalents

 

12,491

 

5,891

 

Restricted cash

 

11,228

 

10,250

 

Loan procurement costs, net of amortization

 

11,574

 

15,611

 

Investment in real estate ventures, at equity

 

15,438

 

 

Other assets, net

 

19,182

 

18,576

 

Total assets

 

$

1,503,118

 

$

1,478,819

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

 

 

 

Revolving credit facility

 

$

 

$

43,000

 

Unsecured term loans

 

300,000

 

200,000

 

Mortgage loans and notes payable

 

346,018

 

372,457

 

Accounts payable, accrued expenses and other liabilities

 

50,028

 

36,172

 

Distributions payable

 

7,293

 

7,275

 

Deferred revenue

 

9,326

 

8,873

 

Security deposits

 

476

 

489

 

Total liabilities

 

713,141

 

668,266

 

 

 

 

 

 

 

Noncontrolling interests in the Operating Partnership

 

42,521

 

45,145

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

Common shares $.01 par value, 200,000,000 shares authorized, 99,002,254 and 98,596,796 shares issued and outstanding at September 30, 2011 and December 31, 2010, respectively

 

990

 

986

 

Additional paid in capital

 

1,030,847

 

1,026,952

 

Accumulated other comprehensive loss

 

(9,484

)

(1,121

)

Accumulated deficit

 

(314,380

)

(302,601

)

Total CubeSmart shareholders’ equity

 

707,973

 

724,216

 

Noncontrolling interest in subsidiaries

 

39,483

 

41,192

 

Total equity

 

747,456

 

765,408

 

Total liabilities and equity

 

$

1,503,118

 

$

1,478,819

 

 

See accompanying notes to the unaudited consolidated financial statements.

 

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CUBESMART AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

 

 

 

 

 

 

 

 

 

 

REVENUES

 

 

 

 

 

 

 

 

 

Rental income

 

$

53,705

 

$

48,057

 

$

155,429

 

$

140,467

 

Other property related income

 

5,862

 

4,652

 

15,894

 

13,044

 

Property management fee income

 

878

 

1,048

 

2,634

 

1,682

 

Total revenues

 

60,445

 

53,757

 

173,957

 

155,193

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

Property operating expenses

 

24,940

 

23,111

 

74,054

 

67,511

 

Depreciation and amortization

 

16,042

 

14,789

 

46,862

 

45,919

 

General and administrative

 

5,476

 

6,597

 

18,350

 

19,308

 

Total operating expenses

 

46,458

 

44,497

 

139,266

 

132,738

 

OPERATING INCOME

 

13,987

 

9,260

 

34,691

 

22,455

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

 

Interest:

 

 

 

 

 

 

 

 

 

Interest expense on loans

 

(8,464

)

(9,648

)

(24,596

)

(29,324

)

Loan procurement amortization expense

 

(1,093

)

(1,559

)

(4,124

)

(4,718

)

Loan procurement amortization expense - early repayment of debt

 

 

 

(2,085

)

 

Interest income

 

7

 

19

 

21

 

616

 

Acquisition related costs

 

(374

)

(165

)

(629

)

(465

)

Equity in losses of real estate ventures

 

(24

)

 

(24

)

 

Other

 

1

 

(67

)

(200

)

(142

)

Total other expense

 

(9,947

)

(11,420

)

(31,637

)

(34,033

)

 

 

 

 

 

 

 

 

 

 

INCOME (LOSS) FROM CONTINUING OPERATIONS

 

4,040

 

(2,160

)

3,054

 

(11,578

)

 

 

 

 

 

 

 

 

 

 

DISCONTINUED OPERATIONS

 

 

 

 

 

 

 

 

 

Income from discontinued operations

 

361

 

1,045

 

3,411

 

2,882

 

Gain on disposition of discontinued operations

 

3,527

 

 

3,527

 

 

Total discontinued operations

 

3,888

 

1,045

 

6,938

 

2,882

 

NET INCOME (LOSS)

 

7,928

 

(1,115

)

9,992

 

(8,696

)

NET LOSS (INCOME) ATTRIBUTABLE TO NONCONTROLLING INTERESTS

 

 

 

 

 

 

 

 

 

Noncontrolling interests in the Operating Partnership

 

(329

)

76

 

(368

)

487

 

Noncontrolling interest in subsidiaries

 

(771

)

(441

)

(2,011

)

(1,267

)

NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY

 

$

6,828

 

$

(1,480

)

$

7,613

 

$

(9,476

)

 

 

 

 

 

 

 

 

 

 

Basic and diluted earnings (loss) per share from continuing operations attributable to common shareholders

 

$

0.03

 

$

(0.03

)

$

0.01

 

$

(0.13

)

Basic and diluted earnings per share from discontinued operations attributable to common shareholders

 

$

0.04

 

$

0.01

 

$

0.07

 

$

0.03

 

Basic and diluted earnings (loss) per share attributable to common shareholders

 

$

0.07

 

$

(0.02

)

$

0.08

 

$

(0.10

)

 

 

 

 

 

 

 

 

 

 

Weighted-average basic shares outstanding

 

98,895

 

93,724

 

98,836

 

93,154

 

Weighted-average diluted shares outstanding

 

100,284

 

93,724

 

100,264

 

93,154

 

 

 

 

 

 

 

 

 

 

 

AMOUNTS ATTRIBUTABLE TO THE COMPANY’S COMMON SHAREHOLDERS:

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

 

$

3,119

 

$

(2,476

)

$

994

 

$

(12,223

)

Total discontinued operations

 

3,709

 

996

 

6,619

 

2,747

 

Net income (loss)

 

$

6,828

 

$

(1,480

)

$

7,613

 

$

(9,476

)

 

See accompanying notes to the unaudited consolidated financial statements.

 

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CUBESMART AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

For the Nine-Month Periods Ended September 30, 2011 and 2010

(in thousands)

(unaudited)

 

 

 

Common Shares

 

Additional
Paid in

 

Accumulated Other
Comprehensive

 

Accumulated

 

Total
Shareholders’

 

Noncontrolling
Interest in

 

Total

 

Noncontrolling
Interests in the
Operating

 

 

 

Number

 

Amount

 

Capital

 

(Loss) Income

 

Deficit

 

Equity

 

Subsidiaries

 

Equity

 

Partnership

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2010

 

98,597

 

$

986

 

$

1,026,952

 

$

(1,121

)

$

(302,601

)

$

724,216

 

$

41,192

 

$

765,408

 

$

45,145

 

Contributions from noncontrolling interests in subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

3

 

3

 

 

 

Issuance of common shares, net

 

140

 

1

 

1,451

 

 

 

 

 

1,452

 

 

 

1,452

 

 

 

Issuance of restricted shares

 

233

 

3

 

 

 

 

 

 

 

3

 

 

 

3

 

 

 

Exercise of stock options

 

24

 

 

 

121

 

 

 

 

 

121

 

 

 

121

 

 

 

Conversion from units to shares

 

8

 

 

 

85

 

 

 

 

 

85

 

 

 

85

 

(85

)

Amortization of restricted shares

 

 

 

 

 

1,069

 

 

 

 

 

1,069

 

 

 

1,069

 

 

 

Share compensation expense

 

 

 

 

 

1,169

 

 

 

 

 

1,169

 

 

 

1,169

 

 

 

Net income

 

 

 

 

 

 

 

 

 

7,613

 

7,613

 

2,011

 

9,624

 

368

 

Adjustment for noncontrolling interest in Operating Partnership

 

 

 

 

 

 

 

 

 

1,509

 

1,509

 

 

 

1,509

 

(1,509

)

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized loss on interest rate swap

 

 

 

 

 

 

 

(8,504

)

 

 

(8,504

)

(276

)

(8,780

)

(409

)

Unrealized gain on foreign currency translation

 

 

 

 

 

 

 

141

 

 

 

141

 

5

 

146

 

6

 

Distributions

 

 

 

 

 

 

 

 

 

(20,901

)

(20,901

)

(3,452

)

(24,353

)

(995

)

Balance at September 30, 2011

 

99,002

 

$

990

 

$

1,030,847

 

$

(9,484

)

$

(314,380

)

$

707,973

 

$

39,483

 

$

747,456

 

$

42,521

 

 

 

 

Common Shares

 

Additional
Paid in

 

Accumulated Other
Comprehensive

 

Accumulated

 

Total
Shareholders’

 

Noncontrolling
Interest in

 

Total

 

Noncontrolling
Interests in the
Operating

 

 

 

Number

 

Amount

 

Capital

 

Loss

 

Deficit

 

Equity

 

Subsidiaries

 

Equity

 

Partnership

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

20

 

20

 

 

 

Issuance of restricted shares

 

201

 

2

 

 

 

 

 

 

 

2

 

 

 

2

 

 

 

Issuance of common shares

 

2,450

 

24

 

20,414

 

 

 

 

 

20,438

 

 

 

20,438

 

 

 

Exercise of stock options

 

56

 

 

 

194

 

 

 

 

 

194

 

 

 

194

 

 

 

Conversion from units to shares

 

73

 

1

 

674

 

 

 

 

 

675

 

 

 

675

 

(675

)

Amortization of restricted shares

 

 

 

 

 

1,256

 

 

 

 

 

1,256

 

 

 

1,256

 

 

 

Share compensation expense

 

 

 

 

 

1,430

 

 

 

 

 

1,430

 

 

 

1,430

 

 

 

Net (loss) income

 

 

 

 

 

 

 

 

 

(9,476

)

(9,476

)

1,267

 

(8,209

)

(487

)

Other comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized loss on foreign currency translation

 

 

 

 

 

 

 

(50

)

 

 

(50

)

(1

)

(51

)

(3

)

Distributions

 

 

 

 

 

 

 

 

 

(7,079

)

(7,079

)

(3,445

)

(10,524

)

(358

)

Balance at September 30, 2010

 

95,435

 

$

954

 

$

998,894

 

$

(924

)

$

(296,225

)

$

702,699

 

$

41,862

 

$

744,561

 

$

43,871

 

 

See accompanying notes to the unaudited consolidated financial statements.

 

9


 


Table of Contents

 

CUBESMART AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

 

 

 

Nine Months Ended September 30,

 

 

 

2011

 

2010

 

 

 

 

 

 

 

Operating Activities

 

 

 

 

 

Net income (loss)

 

$

9,992

 

$

(8,696

)

Adjustments to reconcile net income (loss) to cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

51,391

 

53,036

 

Gain on disposition of discontinued operations

 

(3,527

)

 

Equity compensation expense

 

2,238

 

2,686

 

Accretion of fair market value adjustment of debt

 

(69

)

(251

)

Equity in losses of real estate ventures

 

(24

)

 

Loan procurement amortization expense - early repayment of debt

 

2,085

 

 

Changes in other operating accounts:

 

 

 

 

 

Other assets

 

(1,810

)

(1,023

)

Restricted cash

 

(938

)

 

Accounts payable and accrued expenses

 

4,830

 

4,898

 

Other liabilities

 

207

 

297

 

Net cash provided by operating activities

 

$

64,375

 

$

50,947

 

 

 

 

 

 

 

Investing Activities

 

 

 

 

 

Acquisitions, additions and improvements to storage facilities

 

$

(81,978

)

$

(45,037

)

Investment in real estate ventures, at equity

 

(15,414

)

 

Proceeds from disposition of discontinued operations

 

42,799

 

 

Proceeds from repayment of notes receivable

 

 

20,112

 

(Increase) decrease in restricted cash

 

(40

)

853

 

Net cash used in investing activities

 

$

(54,633

)

$

(24,072

)

 

 

 

 

 

 

Financing Activities

 

 

 

 

 

Proceeds from :

 

 

 

 

 

Revolving credit facility

 

$

118,700

 

$

 

Unsecured Term Loans

 

200,000

 

 

Mortgage loans and notes payable

 

3,537

 

 

Principal payments on:

 

 

 

 

 

Revolving credit facility

 

(161,700

)

 

Unsecured Term Loans

 

(100,000

)

 

Mortgage loans and notes payable

 

(37,833

)

(112,576

)

Proceeds from issuance of common shares, net

 

1,452

 

20,438

 

Exercise of stock options

 

121

 

194

 

Contributions from noncontrolling interests in subsidiaries

 

3

 

20

 

Distributions paid to shareholders

 

(20,873

)

(7,006

)

Distributions paid to noncontrolling interests in Operating Partnership

 

(1,001

)

(362

)

Distributions paid to noncontrolling interests in subsidiaries

 

(3,452

)

(3,445

)

Loan procurement costs

 

(2,096

)

(3,703

)

Net cash used in financing activities

 

$

(3,142

)

$

(106,440

)

 

 

 

 

 

 

Increase (decrease) in cash and cash equivalents

 

6,600

 

(79,565

)

 

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

5,891

 

102,768

 

Cash and cash equivalents at end of period

 

$

12,491

 

$

23,203

 

 

 

 

 

 

 

Supplemental Cash Flow and Noncash Information

 

 

 

 

 

Cash paid for interest, net of interest capitalized

 

$

24,799

 

$

29,609

 

Supplemental disclosure of noncash activities:

 

 

 

 

 

Acquisition related contingent consideration

 

$

 

$

1,849

 

Foreign currency translation adjustment

 

$

152

 

$

(54

)

Derivative valuation adjustment

 

$

(9,189

)

$

 

Mortgage loan assumption at fair value

 

$

7,905

 

$

 

 

See accompanying notes to the unaudited consolidated financial statements.

 

10



Table of Contents

 

CUBESMART, L.P. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except common unit data)

(unaudited)

 

 

 

September 30,

 

December 31,

 

 

 

2011

 

2010

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Storage facilities

 

$

1,740,880

 

$

1,743,021

 

Less: Accumulated depreciation

 

(307,675

)

(314,530

)

Storage facilities, net

 

1,433,205

 

1,428,491

 

Cash and cash equivalents

 

12,491

 

5,891

 

Restricted cash

 

11,228

 

10,250

 

Loan procurement costs, net of amortization

 

11,574

 

15,611

 

Investment in real estate ventures, at equity

 

15,438

 

 

Other assets, net

 

19,182

 

18,576

 

Total assets

 

$

1,503,118

 

$

1,478,819

 

 

 

 

 

 

 

LIABILITIES AND CAPITAL

 

 

 

 

 

 

 

 

 

 

 

Revolving credit facility

 

$

 

$

43,000

 

Unsecured term loan

 

300,000

 

200,000

 

Mortgage loans and notes payable

 

346,018

 

372,457

 

Accounts payable, accrued expenses and other liabilities

 

50,028

 

36,172

 

Distributions payable

 

7,293

 

7,275

 

Deferred revenue

 

9,326

 

8,873

 

Security deposits

 

476

 

489

 

Total liabilities

 

713,141

 

668,266

 

 

 

 

 

 

 

Limited Partnership interest of third parties

 

42,521

 

45,145

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Capital

 

 

 

 

 

Operating Partner

 

717,457

 

725,337

 

Accumulated other comprehensive loss

 

(9,484

)

(1,121

)

Total CubeSmart L.P. capital

 

707,973

 

724,216

 

Noncontrolling interests in subsidiaries

 

39,483

 

41,192

 

Total capital

 

747,456

 

765,408

 

Total liabilities and capital

 

$

1,503,118

 

$

1,478,819

 

 

See accompanying notes to the unaudited consolidated financial statements.

 

11



Table of Contents

 

CUBESMART, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per common unit data)

(unaudited)

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

REVENUES

 

 

 

 

 

 

 

 

 

Rental income

 

$

53,705

 

$

48,057

 

$

155,429

 

$

140,467

 

Other property related income

 

5,862

 

4,652

 

15,894

 

13,044

 

Property management fee income

 

878

 

1,048

 

2,634

 

1,682

 

Total revenues

 

60,445

 

53,757

 

173,957

 

155,193

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

Property operating expenses

 

24,940

 

23,111

 

74,054

 

67,511

 

Depreciation and amortization

 

16,042

 

14,789

 

46,862

 

45,919

 

General and administrative

 

5,476

 

6,597

 

18,350

 

19,308

 

Total operating expenses

 

46,458

 

44,497

 

139,266

 

132,738

 

OPERATING INCOME

 

13,987

 

9,260

 

34,691

 

22,455

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

 

Interest:

 

 

 

 

 

 

 

 

 

Interest expense on loans

 

(8,464

)

(9,648

)

(24,596

)

(29,324

)

Loan procurement amortization expense

 

(1,093

)

(1,559

)

(4,124

)

(4,718

)

Loan procurement amortization expense - early repayment of debt

 

 

 

(2,085

)

 

Interest income

 

7

 

19

 

21

 

616

 

Acquisition related costs

 

(374

)

(165

)

(629

)

(465

)

Equity in losses of real estate ventures

 

(24

)

 

(24

)

 

Other

 

1

 

(67

)

(200

)

(142

)

Total other expense

 

(9,947

)

(11,420

)

(31,637

)

(34,033

)

 

 

 

 

 

 

 

 

 

 

INCOME (LOSS) FROM CONTINUING OPERATIONS

 

4,040

 

(2,160

)

3,054

 

(11,578

)

 

 

 

 

 

 

 

 

 

 

DISCONTINUED OPERATIONS

 

 

 

 

 

 

 

 

 

Income from discontinued operations

 

361

 

1,045

 

3,411

 

2,882

 

Gain of disposition of discontinued operations

 

3,527

 

 

3,527

 

 

Total discontinued operations

 

3,888

 

1,045

 

6,938

 

2,882

 

NET INCOME (LOSS)

 

7,928

 

(1,115

)

9,992

 

(8,696

)

NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS

 

 

 

 

 

 

 

 

 

Noncontrolling interest in subsidiaries

 

(771

)

(441

)

(2,011

)

(1,267

)

NET INCOME (LOSS) ATTRIBUTABLE TO CUBESMART L.P.

 

$

7,157

 

$

(1,556

)

$

7,981

 

$

(9,963

)

Limited Partnership interest of third parties

 

(329

)

76

 

(368

)

487

 

NET INCOME (LOSS) ATTRIBUTABLE TO OPERATING PARTNER

 

$

6,828

 

$

(1,480

)

$

7,613

 

$

(9,476

)

 

 

 

 

 

 

 

 

 

 

Basic and diluted income (loss) per unit from continuing operations attributable to common unitholders

 

$

0.03

 

$

(0.03

)

$

0.01

 

$

(0.13

)

Basic and diluted earnings per unit from discontinued operations attributable to common unitholders

 

$

0.04

 

$

0.01

 

$

0.07

 

$

0.03

 

Basic and diluted earnings (loss) per unit attributable to common unitholders

 

$

0.07

 

$

(0.02

)

$

0.08

 

$

(0.10

)

 

 

 

 

 

 

 

 

 

 

Weighted-average basic units outstanding

 

98,895

 

93,724

 

98,836

 

93,154

 

Weighted-average diluted units outstanding

 

100,284

 

93,724

 

100,264

 

93,154

 

 

 

 

 

 

 

 

 

 

 

AMOUNTS ATTRIBUTABLE TO THE OPERATING PARTNER

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

 

$

3,119

 

$

(2,476

)

$

994

 

$

(12,223

)

Total discontinued operations

 

3,709

 

996

 

6,619

 

2,747

 

Net income (loss)

 

$

6,828

 

$

(1,480

)

$

7,613

 

$

(9,476

)

 

See accompanying notes to the unaudited consolidated financial statements.

 

12



Table of Contents

 

CUBESMART, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CAPITAL AND COMPREHENSIVE INCOME (LOSS)

For the Nine-Month Periods Ended September 30, 2011 and 2010

(in thousands)

(unaudited)

 

 

 

Number of
OP Units

 

Operating

 

Accumulated Other
Comprehensive

 

Total
Cubesmart L.P.

 

Noncontrolling
Interest in

 

Total

 

Limited Partnership
interest

 

 

 

Oustanding

 

Partner

 

(Loss) Income

 

Capital

 

Subsidiaries

 

Capital

 

of third parties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2010

 

98,597

 

$

725,337

 

$

(1,121

)

$

724,216

 

$

41,192

 

$

765,408

 

$

45,145

 

Contributions from noncontrolling interests in subsidiaries

 

 

 

 

 

 

 

 

3

 

3

 

 

 

Issuance of common OP units, net

 

140

 

1,452

 

 

 

1,452

 

 

 

1,452

 

 

 

Issuance of restricted OP units

 

233

 

3

 

 

 

3

 

 

 

3

 

 

 

Exercise of OP unit options

 

24

 

121

 

 

 

121

 

 

 

121

 

 

 

Conversion from units to shares

 

8

 

85

 

 

 

85

 

 

 

85

 

(85

)

Amortization of restricted OP units

 

 

 

1,069

 

 

 

1,069

 

 

 

1,069

 

 

 

OP unit compensation expense

 

 

 

1,169

 

 

 

1,169

 

 

 

1,169

 

 

 

Net income

 

 

 

7,613

 

 

 

7,613

 

2,011

 

9,624

 

368

 

Adjustment for Limited Partnership interest of third parties

 

 

 

1,509

 

 

 

1,509

 

 

 

1,509

 

(1,509

)

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gain on interest rate swap

 

 

 

 

 

(8,504

)

(8,504

)

(276

)

(8,780

)

(409

)

Unrealized gain on foreign currency translation

 

 

 

 

 

141

 

141

 

5

 

146

 

6

 

Distributions

 

 

 

(20,901

)

 

 

(20,901

)

(3,452

)

(24,353

)

(995

)

Balance at September 30, 2011

 

99,002

 

$

717,457

 

$

(9,484

)

$

707,973

 

$

39,483

 

$

747,456

 

$

42,521

 

 

 

 

Number of
OP Units

 

Operating

 

Accumulated Other
Comprehensive

 

Total
Cubesmart L.P.

 

Noncontrolling
Interest in

 

Total

 

Limited Partnership
interest

 

 

 

Oustanding

 

Partner

 

Loss

 

Capital

 

Subsidiaries

 

Capital

 

of third parties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2009

 

92,655

 

$

696,183

 

$

(874

)

$

695,309

 

$

44,021

 

$

739,330

 

$

45,394

 

Contributions from noncontrolling interests in subsidiaries

 

 

 

 

 

 

 

 

20

 

20

 

 

 

Issuance of restricted OP units

 

201

 

2

 

 

 

2

 

 

 

2

 

 

 

Issuance of OP units, net

 

2,450

 

20,438

 

 

 

20,438

 

 

 

20,438

 

 

 

Exercise of OP unit options

 

56

 

194

 

 

 

194

 

 

 

194

 

 

 

Conversion from units to shares

 

73

 

675

 

 

 

675

 

 

 

675

 

(675

)

Amortization of restricted OP units

 

 

 

1,256

 

 

 

1,256

 

 

 

1,256

 

 

 

OP unit compensation expense

 

 

 

1,430

 

 

 

1,430

 

 

 

1,430

 

 

 

Net (loss) income

 

 

 

(9,476

)

 

 

(9,476

)

1,267

 

(8,209

)

(487

)

Other comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized loss on foreign currency translation

 

 

 

 

 

(50

)

(50

)

(1

)

(51

)

(3

)

Distributions

 

 

 

(7,079

)

 

 

(7,079

)

(3,445

)

(10,524

)

(358

)

Balance at September 30, 2010

 

$

95,435

 

$

703,623

 

$

(924

)

$

702,699

 

$

41,862

 

$

744,561

 

$

43,871

 

 

See accompanying notes to the unaudited consolidated financial statements.

 

13



Table of Contents

 

CUBESMART, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

 

 

 

Nine Months Ended September 30,

 

 

 

2011

 

2010

 

 

 

 

 

 

 

Operating Activities

 

 

 

 

 

Net income (loss)

 

$

9,992

 

$

(8,696

)

Adjustments to reconcile net income (loss) to cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

51,391

 

53,036

 

Gain on disposition of discontinued operations

 

(3,527

)

 

Equity compensation expense

 

2,238

 

2,686

 

Accretion of fair market value adjustment of debt

 

(69

)

(251

)

Equity in losses of real estate ventures

 

(24

)

 

Loan procurement amortization expense - early repayment of debt

 

2,085

 

 

Changes in other operating accounts:

 

 

 

 

 

Other assets

 

(1,810

)

(1,023

)

Restricted cash

 

(938

)

 

Accounts payable and accrued expenses

 

4,830

 

4,898

 

Other liabilities

 

207

 

297

 

Net cash provided by operating activities

 

$

64,375

 

$

50,947

 

 

 

 

 

 

 

Investing Activities

 

 

 

 

 

Acquisitions, additions and improvements to storage facilities

 

$

(81,978

)

$

(45,037

)

Investment in real estate ventures, at equity

 

(15,414

)

 

Proceeds from disposition of discontinued operations

 

42,799

 

 

Proceeds from repayment of notes receivable

 

 

20,112

 

(Increase) decrease in restricted cash

 

(40

)

853

 

Net cash used in investing activities

 

$

(54,633

)

$

(24,072

)

 

 

 

 

 

 

Financing Activities

 

 

 

 

 

Proceeds from :

 

 

 

 

 

Revolving credit facility

 

$

118,700

 

$

 

Unsecured Term Loans

 

200,000

 

 

Mortgage loans and notes payable

 

3,537

 

 

Principal payments on:

 

 

 

 

 

Revolving credit facility

 

(161,700

)

 

Unsecured Term Loans

 

(100,000

)

 

Mortgage loans and notes payable

 

(37,833

)

(112,576

)

Proceeds from issuance of common OP units, net

 

1,452

 

20,438

 

Exercise of OP unit options

 

121

 

194

 

Contributions from noncontrolling interests in subsidiaries

 

3

 

20

 

Distributions paid to OP unitholders

 

(20,873

)

(7,006

)

Distributions paid to Limited Partnership interest of third parties

 

(1,001

)

(362

)

Distributions paid to noncontrolling interests in subsidiaries

 

(3,452

)

(3,445

)

Loan procurement costs

 

(2,096

)

(3,703

)

Net cash used in financing activities

 

$

(3,142

)

$

(106,440

)

 

 

 

 

 

 

Increase (decrease) in cash and cash equivalents

 

6,600

 

(79,565

)

 

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

5,891

 

102,768

 

Cash and cash equivalents at end of period

 

$

12,491

 

$

23,203

 

 

 

 

 

 

 

Supplemental Cash Flow and Noncash Information

 

 

 

 

 

Cash paid for interest, net of interest capitalized

 

$

24,799

 

$

29,609

 

Supplemental disclosure of noncash activities:

 

 

 

 

 

Acquisition related contingent consideration

 

$

 

$

1,849

 

Foreign currency translation adjustment

 

$

152

 

$

(54

)

Derivative valuation adjustment

 

$

(9,189

)

$

 

Mortgage loan assumption at fair value

 

$

7,905

 

$

 

 

See accompanying notes to the unaudited consolidated financial statements.

 

14



Table of Contents

 

CUBESMART AND CUBESMART, L.P.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

1.  ORGANIZATION AND NATURE OF OPERATIONS

 

CubeSmart (the “Parent Company”) operates as a self-managed and self-administered real estate investment trust (“REIT”) with its operations conducted solely through CubeSmart, L.P. and its subsidiaries.  CubeSmart, L.P., a Delaware limited partnership (the “Operating Partnership”), operates through an umbrella partnership structure, with the Parent Company, a Maryland corporation, as its sole general partner.  Effective September 14, 2011, the Parent Company changed its name from “U-Store-It Trust” to “CubeSmart” and the Operating Partnership changed its name from “U-Store-It, L.P.” to “CubeSmart, L.P.”  In the notes 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 (collectively, the “Properties”) are located in 26 states throughout the United States and the District of Columbia and are presented under one reportable segment: we own, operate, develop, manage and acquire self-storage facilities.

 

As of September 30, 2011, the Parent Company owned approximately 95.4% of the partnership interests (“OP Units”) of the Operating Partnership.  The remaining OP Units, consisting exclusively of limited partner interests, are held by persons who contributed their interests in properties to us in exchange for OP Units.  Under the partnership agreement, these persons have the right to tender their OP Units for redemption to the Operating Partnership at any time for cash equal to the fair value of an equivalent number of common shares of the Parent Company.  In lieu of delivering cash, however, the Parent Company, 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 or “UPREIT.”

 

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC regarding interim financial reporting and, in the opinion of each of the Parent Company’s and Operating Company’s respective management, include all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of financial position, results of operations and cash flows for each respective company for the interim periods presented in accordance with generally accepted accounting principles in the United States (“GAAP”).  Accordingly, readers of this Quarterly Report on Form 10-Q should refer to the Parent Company’s audited financial statements prepared in accordance with GAAP, and the related notes thereto, for the year ended December 31, 2010, which are included in the Parent Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 and the Operating Partnership’s audited financial statements prepared in accordance with GAAP, and the related notes thereto, for the year ended December 31, 2010, which are included in the Operating Partnership’s Registration Statement on Form 10, as amended, as certain footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this report pursuant to the rules of the SEC.  The results of operations for each of the three and nine months ended September 30, 2011 and 2010 are not necessarily indicative of the results of operations to be expected for any future period or the full year.

 

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, as estimated by management, is

 

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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 an 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.

 

3.  STORAGE FACILITIES

 

The book value of the Company’s real estate assets is summarized as follows:

 

 

 

September 30,

 

December 31,

 

 

 

2011

 

2010

 

 

 

(in thousands)

 

 

 

 

 

 

 

Land and improvements

 

$

374,719

 

$

374,569

 

Buildings and improvements

 

1,293,528

 

1,273,938

 

Equipment

 

69,730

 

93,571

 

Construction in progress

 

2,903

 

943

 

Total

 

1,740,880

 

1,743,021

 

Less accumulated depreciation

 

(307,675

)

(314,530

)

Storage facilities, net

 

$

1,433,205

 

$

1,428,491

 

 

As assets become fully depreciated, the carrying values are removed from their respective asset category and accumulated depreciation.  During the nine months ended September 30, 2011 and 2010, $41.2 million and $65.2 million of assets, respectively, became fully depreciated and were removed from storage facilities and accumulated depreciation.

 

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The following table summarizes the Company’s acquisition and disposition activity during the period January 1, 2010 to September 30, 2011:

 

Facility/Portfolio

 

Location

 

Transaction Date

 

Number of Facilities

 

Purchase / Sales
Price (in thousands)

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

9

 

$

78,587

 

2011 Dispositions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Flagship Assets

 

Multiple locations in IN and OH

 

August 2011

 

18

 

$

43,500

 

 

 

 

 

 

 

 

 

 

 

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