U-Store-It Trust (YSI)

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)

 

 

 

(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.

 

 

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).

 

 

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.

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

 

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

 

 

 

Table of Contents

 

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.

 

2

Table of Contents

 

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.

 

3

Table of Contents

 

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.

 

4

Table of Contents

 

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

 

5

Table of Contents

 

·         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.

 

6

Table of Contents

 

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.

 

7

Table of Contents

 

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.

 

8

Table of Contents

 

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