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CubeSmart — Regulatory Filings 2012
Jan 19, 2012
30648_rns_2012-01-19_ae06fb57-7171-41f1-81c4-878ae29586d6.zip
Regulatory Filings
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8-K/A 1 a12-2763_18ka.htm 8-K/A
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549
FORM 8-K/A (Amendment No. 1)
Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 3, 2011
CUBESMART CUBESMART, L.P.
(Exact Name of Registrant as Specified in Its Charter)
| Maryland (CubeSmart) | 001-32324 | 20-1024732 |
|---|---|---|
| Delaware (CubeSmart, L.P.) | 000-54662 | 34-1837021 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
460 E. Swedesford Road, Suite 3000, Wayne, Pennsylvania 19087 (Address of Principal Executive Offices)
(610) 293-5700 (Registrants telephone number, including area code)
Not applicable (Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Explanatory Note
We refer to our Current Report on Form 8-K filed on November 9, 2011 (the Prior Form 8-K). As indicated in the Prior Form 8-K, on November 3, 2011, CubeSmart, L.P., a Delaware limited partnership (the Operating Partnership), the operating partnership through which CubeSmart, a Maryland real estate investment trust (CubeSmart or the Company and together with the Operating Partnership, we) operates, acquired 16 unencumbered properties from Storage Deluxe. We acquired these properties as part of our agreement to acquire from Storage Deluxe a portfolio of 22 open and operating self-storage facilities that contain an aggregate of approximately 1.6 million rentable square feet (the Storage Deluxe Acquisition). As indicated in the Prior Form 8-K, we anticipate closing on the acquisition of the remaining properties comprising the Storage Deluxe Acquisition during the first quarter of 2012, except that closing under two of these remaining properties may be further extended in order to secure certain third party consents.
We hereby amend the Prior Form 8-K to include in Item 9.01 thereof required financial statements, pro forma financial information and the consent of our independent registered public accounting firm, KPMG LLP. We are not affiliated with the seller of the properties, and the purchase price under the purchase agreement was determined by arms-length negotiation between us and Storage Deluxe. We based our determination of the purchase price on the expected cash flow, physical condition, location and tenancies of the properties. After reasonable inquiry, other than as disclosed in the notes to our pro forma financial statements included herein, we are not aware of any material factors relating to the properties that would cause the reported financial information not to be necessarily indicative of future operating results.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
| Page | |
|---|---|
| Report of Independent Registered Public Accounting Firm | F-1 |
| Combined Statement of Revenues and Certain Expenses | F-2 |
| Notes to Combined Statement of Revenues and Certain Expenses | F-3 |
(b) Pro Forma Financial Information.
| Page | |
|---|---|
| Unaudited Pro Forma Condensed Consolidated Financial Information of the Company | F-6 |
| Unaudited Pro Forma Condensed Consolidated Balance Sheet of the Company as of September 30, 2011 | F-7 |
| Unaudited Pro Forma Condensed Consolidated Statement of Operations of the Company for the Nine Months Ended September 30, 2011 | F-8 |
| Unaudited Pro Forma Condensed Consolidated Statement of Operations of the Company for the Year Ended December 31, 2010 | F-9 |
| Notes to Unaudited Pro Forma Condensed Consolidated Financial Information of the Company | F-10 |
| Unaudited Pro Forma Condensed Consolidated Financial Information of the Operating Partnership | F-13 |
| Unaudited Pro Forma Condensed Consolidated Balance Sheet of the Operating Partnership as of September 30, 2011 | F-14 |
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| Page | |
|---|---|
| Unaudited Pro Forma Condensed Consolidated Statement of Operations of the Operating Partnership for the Nine Months Ended September 30, 2011 | F-15 |
| Unaudited Pro Forma Condensed Consolidated Statement of Operations of the Operating Partnership for the Year Ended December 31, 2010 | F-16 |
| Notes to Unaudited Pro Forma Condensed Consolidated Financial Information of the Operating Partnership | F-17 |
(d) Exhibits.
23.1 Consent of KPMG LLP.
23.2 Consent of KPMG LLP.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| By: | /s/ Timothy M. Martin |
|---|---|
| Name: | Timothy M. Martin |
| Title: | Chief Financial Officer |
| Date: January 19, 2012 | |
| CUBESMART, L.P. | |
| By: CUBESMART, its general partner | |
| By: | /s/ Timothy M. Martin |
| Name: | Timothy M. Martin |
| Title: | Chief Financial Officer |
| Date: January 19, 2012 |
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Report of Independent Registered Public Accounting Firm
The Board of Trustees, Shareholders and Partners of CubeSmart and CubeSmart, L.P.:
We have audited the accompanying Combined Statement of Revenues and Certain Expenses (Historical Summary) of the Storage Deluxe Portfolio (the Properties) for the year ended December 31, 2010. This Historical Summary is the responsibility of management of CubeSmart and CubeSmart, L.P. Our responsibility is to express an opinion on the Historical Summary based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Historical Summary is free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Properties internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the Historical Summary, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Historical Summary. We believe that our audit provides a reasonable basis for our opinion.
The accompanying Historical Summary was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and for the inclusion in a Form 8-K/A of CubeSmart and CubeSmart, L.P., to be filed with the Securities and Exchange Commission, as described in note 2. It is not intended to be a complete presentation of the Properties revenues and expenses.
In our opinion, the Historical Summary referred to above presents fairly, in all material respects, the revenues and certain expenses described in note 2 of the Storage Deluxe Portfolio for the year ended December 31, 2010, in conformity with U.S. generally accepted accounting principles.
/s/ KPMG LLP
January 19, 2012
F-1
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STORAGE DELUXE PORTFOLIO
Combined Statement of Revenues and Certain Expenses
Nine-month period ended September 30, 2011 (unaudited) and year ended December 31, 2010
(amounts in thousands)
| ended | ||
| September 30, | Year ended | |
| 2011 | December 31, | |
| (unaudited) | 2010 | |
| Revenues: | ||
| Rental income | $ 23,899 | $ 29,933 |
| Other property related income | 4,042 | 4,910 |
| Total revenues | 27,941 | 34,843 |
| Certain Expenses: | ||
| Property operating expenses | 7,002 | 9,256 |
| Payroll expense | 2,836 | 3,382 |
| Interest expense | 3,194 | 1,400 |
| Total certain expenses | 13,032 | 14,038 |
| Excess of revenues over certain expenses | $ 14,909 | $ 20,805 |
See accompanying notes to Combined Statement of Revenues and Certain Expenses
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STORAGE DELUXE PORTFOLIO
Notes to Combined Statement of Revenues and Certain Expenses
Nine-month period ended September 30, 2011 (unaudited) and year ended December 31, 2010
(1) Business
The Storage Deluxe Portfolio (the Portfolio) consists of 22 self-storage properties (the Properties) located in New York, Connecticut and Pennsylvania. CubeSmart, through CubeSmart, L.P., acquired 16 properties in the Portfolio on November 3, 2011, from Storage Deluxe, an unaffiliated third party. Cubesmart anticipates closing on the acquisition of the remaining properties during the first quarter of 2012, except that closing under two of these remaining properties may be further extended in order to secure certain third party consents. One of the 16 properties acquired on November 3, 2011 was constructed during 2010 and 2011, and placed into service in September 2011. Therefore, operating results for 2010 and 2011 are not comparable and have been excluded from the 2010 results.
(2) Basis of Presentation
The Combined Statement of Revenues and Certain Expenses (Historical Summary) has been prepared for the purpose of complying with Rule 3-14 of Regulation S-X promulgated by the Securities and Exchange Commission (SEC) and for inclusion in the Current Report on Form 8-K/A of CubeSmart and CubeSmart, L.P. filed with the SEC and is not intended to be a complete presentation of the Properties revenues and expenses. The Historical Summary has been prepared on the accrual basis of accounting and requires management to make estimates and assumptions that affect the reported amounts of the revenues and expenses during the period presented. Actual results may differ from those estimates.
The unaudited Historical Summary for the nine months ended September 30, 2011 has been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The Historical Summary for the nine months ended September 30, 2011 is not necessarily indicative of the expected results for the entire year ended December 31, 2011.
(3) Revenues
The self-storage space at the Properties is leased to individual tenants under lease agreements, which generally are month-to-month. Management has determined that all of these leases are operating leases. Rental income is recognized in accordance with the terms of the leases. 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 in which it is earned.
(4) Certain Expenses
Certain expenses include only those expenses expected to be comparable to the proposed future operations of the Properties. These expenses, which include payroll, utilities, real estate taxes and interest expense related to assumed debt, are charged as incurred. Expenses such as management fees, general and administrative expense, depreciation and amortization expense are excluded from the Historical Summary.
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In connection with the acquisition, CubeSmart, through CubeSmart, L.P., assumed ground leases on four of the properties, and will assume one additional ground lease with the remaining closing. Ground lease expense is recognized on a straight-line basis over the lease term, and for the year ended December 31, 2010 was $1.1 million. Total future minimum rental payments due under operating leases, with remaining lease terms ranging from 35 to 44 years, as of December 31, 2010, were as follows (in thousands):
| 2011 | $ |
|---|---|
| 2012 | 1,117 |
| 2013 | 1,118 |
| 2014 | 1,131 |
| 2015 | 1,152 |
| 2016 and thereafter | 52,812 |
| Total | $ 58,439 |
(5) Interest Expense
Interest expense as of September 30, 2011 and December 31, 2010 consists of interest related to the following mortgage loans which will be assumed by the Company in connection with the acquisition (in thousands):
| September 30, 2011 (unaudited) | December 31, 2010 | |
|---|---|---|
| 135th Street | $ 29,819 | $ - |
| Bartow | 24,897 | - |
| Wilton | 13,317 | 13,457 |
| New Rochelle | 9,301 | 9,519 |
| Southern | 9,273 | 9,388 |
| Boston Road | 3,255 | 3,296 |
| $ 89,862 | $ 35,660 |
(a) 135 th Street
This mortgage loan, dated May 26, 2011, had an original balance of $30.0 million. The mortgage loan balance is approximately $29.9 million (unaudited) as of September 30, 2011. The loan bears an interest rate of 5.3%, has a maturity date of June 1, 2021, and has monthly payments of principal and interest totaling $180,660.
(b) Bartow
This mortgage loan, dated May 9, 2011, had an original balance of $25.0 million. The mortgage loan balance is approximately $24.9 million (unaudited) as of September 30, 2011. The loan bears an interest rate of 5.3%, has a maturity date of June 1, 2021, and has monthly payments of principal and interest totaling $138,826.
(c) Wilton Mortgage Loan
This mortgage loan was entered into prior to 2010 and had an original balance of $13.5 million. The mortgage loan balance is approximately $13.3 million (unaudited) and $13.5 million, as of September 30, 2011 and December 31, 2010, respectively. The loan bears an interest rate of 5.17%, has a maturity date of August 11, 2015, and has monthly payments of principal and interest totaling $73,880.
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(d) New Rochelle Mortgage Loan
This mortgage loan was entered into prior to 2010 and had an original balance of $10.8 million. The mortgage loan balance is approximately $9.3 million (unaudited) and $9.5 million, as of September 30, 2011 and December 31, 2010, respectively. The loan bears an interest rate of 5.9%, has a maturity date of January 1, 2015, and has monthly payments of principal and interest totaling $68,926.
(e) Southern Mortgage Loan
This mortgage loan, dated October 5, 2010, had an original balance of $9.4 million. The mortgage loan balance is approximately $9.3 million (unaudited) and $9.4 million, as of September 30, 2011 and December 31, 2010, respectively. The loan bears an interest rate of 5.45%, has a maturity date of November 1, 2020, and has monthly payments of principal and interest totaling $54,604.
(f) Boston Road Mortgage Loan
This mortgage loan, dated October 5, 2010, had an original balance of $3.3 million. The mortgage loan balance is approximately $3.3 million (unaudited) and $3.3 million, as of September 30, 2011 and December 31, 2010, respectively. The loan bears an interest rate of 5.45%, has a maturity date of November 1, 2020, and has monthly payments of principal and interest totaling $19,169.
(6) Subsequent Events
Subsequent to December 31, 2010 and through January 19, 2012, the date through which management evaluated subsequent events and on which date the Historical Summary was available to be issued, management did not identify any subsequent events requiring additional disclosure.
F-5
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CUBESMART
Pro Forma Condensed Consolidated Financial Information
Nine Months Ended September 30, 2011 and Year Ended December 31, 2010 (unaudited)
The following unaudited pro forma Condensed Consolidated Balance Sheet of CubeSmart (the Company) as of September 30, 2011 and unaudited pro forma Condensed Consolidated Statements of Operations of the Company for the year ended December 31, 2010 and the nine months ended September 30, 2011 have been prepared as if the acquisition from Storage Deluxe of a portfolio of 22 open and operating self-storage facilities (the Properties) had occurred on September 30, 2011 for the pro forma consolidated balance sheet and on January 1, 2010, for both pro forma condensed consolidated statements of operations. The unaudited pro forma financial information has been prepared as if proceeds from the Companys common and preferred offerings, borrowings from the Companys unsecured credit facility and assumption of debt encumbering certain acquired properties had occurred on September 30, 2011.
Such unaudited pro forma financial information should be read in conjunction with the historical consolidated financial statements of the Company, including the notes thereto, which were filed as part of the Companys Annual Report on Form 10-K for the year ended December 31, 2010 and the Quarterly Report on Form 10-Q for the nine months ended September 30, 2011. The unaudited pro forma financial information is provided for informational purposes only and is not necessarily indicative of the results of operations of the Company that would have been attained had the acquisitions of the Properties been completed on the dates indicated, nor does it purport to represent the Companys financial position or results of operations as of any future date or for any future period.
The unaudited pro forma financial information reflects only the acquisition of the Properties because those were the only significant property acquisitions completed during the period. Management believes all material adjustments necessary to reflect the effect of the acquisition of the Properties have been made to the unaudited pro forma financial information.
F-6
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CUBESMART
Pro Forma Condensed Consolidated Balance Sheet
As of September 30, 2011 (unaudited)
(amounts in thousands)
| Historical — (A) | Pro Forma Adjustments — (B) | Pro Forma | ||||
|---|---|---|---|---|---|---|
| ASSETS | ||||||
| Storage facilities | $ 1,740,880 | $ 534,067 | $ 2,274,947 | |||
| Less: Accumulated depreciation | (307,675 | ) | - | (307,675 | ) | |
| Storage facilities, net | 1,433,205 | 534,067 | 1,967,272 | |||
| Cash and cash equivalents | 12,491 | - | 12,491 | |||
| Restricted cash | 11,228 | - | 11,228 | |||
| Loan procurement costs, net of amortization | 11,574 | (2,245 | ) | 9,329 | ||
| Investment in real estate ventures, at equity | 15,438 | - | 15,438 | |||
| Other assets, net | 19,182 | 29,192 | 48,374 | |||
| Total assets | $ 1,503,118 | $ 561,014 | $ 2,064,132 | |||
| LIABILITIES AND EQUITY | ||||||
| Unsecured term loans | $ 300,000 | $ 198,380 | $ 498,380 | |||
| Mortgage loans and notes payable | 346,018 | 92,144 | 438,162 | |||
| Accounts payable, accrued expenses and other liabilities | 50,028 | - | 50,028 | |||
| Distributions payable | 7,293 | - | 7,293 | |||
| Deferred revenue | 9,326 | 1,186 | 10,512 | |||
| Security deposits | 476 | 62 | 538 | |||
| Total liabilities | 713,141 | 291,772 | 1,004,913 | |||
| - | ||||||
| Noncontrolling interests in the Operating Partnership | 42,521 | - | 42,521 | |||
| Commitments and contingencies | ||||||
| Equity | ||||||
| Preferred shares | - | 31 | 31 | |||
| Common shares | 990 | 230 | 1,220 | |||
| Additional paid in capital | 1,030,847 | 277,155 | 1,308,002 | |||
| Accumulated other comprehensive loss | (9,484 | ) | - | (9,484 | ) | |
| Accumulated deficit | (314,380 | ) | (8,174 | ) | (322,554 | ) |
| Total CubeSmart shareholders equity | 707,973 | 269,242 | 977,215 | |||
| Noncontrolling interest in subsidiaries | 39,483 | - | 39,483 | |||
| Total equity | 747,456 | 269,242 | 1,016,698 | |||
| Total liabilities and equity | $ 1,503,118 | $ 561,014 | $ 2,064,132 |
See accompanying notes to Unaudited Pro Forma Condensed Consolidated Financial Information
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CUBESMART
Pro Forma Condensed Consolidated Statement of Operations
Nine Months Ended September 30, 2011 (unaudited)
(amounts in thousands, except per share data)
| Historical — (C) | Pro Forma Adjustments — (D) | Pro Forma | ||||
|---|---|---|---|---|---|---|
| REVENUES | ||||||
| Rental income | $ 155,429 | $ 23,899 | $ 179,328 | |||
| Other property related income | 15,894 | 4,042 | 19,936 | |||
| Property management fee income | 2,634 | - | 2,634 | |||
| Total revenues | 173,957 | 27,941 | 201,898 | |||
| OPERATING EXPENSES | ||||||
| Property operating expenses | 74,054 | 9,838 | 83,892 | |||
| Depreciation and amortization | 46,862 | 18,946 | 65,808 | |||
| General and administrative | 18,350 | - | 18,350 | |||
| Total operating expenses | 139,266 | 28,784 | 168,050 | |||
| OPERATING INCOME | 34,691 | (843 | ) | 33,848 | ||
| OTHER INCOME (EXPENSE) | ||||||
| Interest: | ||||||
| Interest expense on loans | (24,596 | ) | (8,066 | ) | (32,662 | ) |
| Loan procurement amortization expense | (4,124 | ) | (400 | ) | (4,524 | ) |
| Loan procurement amortization expense - early repayment of debt | (2,085 | ) | - | (2,085 | ) | |
| Interest income | 21 | - | 21 | |||
| Acquisition related costs | (629 | ) | - | (629 | ) | |
| Equity in losses of real estate ventures | (24 | ) | - | (24 | ) | |
| Other | (200 | ) | - | (200 | ) | |
| Total other expense | (31,637 | ) | (8,466 | ) | (40,103 | ) |
| INCOME (LOSS) FROM CONTINUING OPERATIONS | 3,054 | (9,309 | ) | (6,255 | ) | |
| Noncontrolling interests in the Operating Partnership | (368 | ) | - | (368 | ) | |
| Noncontrolling interest in subsidiaries | (2,011 | ) | - | (2,011 | ) | |
| NET INCOME (LOSS) FROM CONTINUING OPERATIONS ATTRIBUTABLE TO THE COMPANY | ||||||
| 675 | (9,309 | ) | (8,634 | ) | ||
| Basic and diluted earnings (loss) per share from continuing operations attributable to common shareholders | $ 0.01 | $ (0.07 | ) | |||
| Weighted-average basic shares outstanding | 98,836 | 121,836 | ||||
| Weighted-average diluted shares outstanding | 100,264 | 121,836 |
See accompanying notes to Unaudited Pro Forma Condensed Consolidated Financial Information
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CUBESMART
Pro Forma Condensed Consolidated Statement of Operations
Year Ended December 31, 2010 (unaudited)
(amounts in thousands, except per share data)
| Historical — (E) | Pro Forma Adjustments — (F) | Pro Forma | ||||
|---|---|---|---|---|---|---|
| REVENUES | ||||||
| Rental income | $ 195,357 | $ 29,933 | $ 225,290 | |||
| Other property related income | 18,640 | 4,910 | 23,550 | |||
| Property management fee income | 2,829 | - | 2,829 | |||
| Total revenues | 216,826 | 34,843 | 251,669 | |||
| OPERATING EXPENSES | ||||||
| Property operating expenses | 93,696 | 12,638 | 106,334 | |||
| Depreciation and amortization | 62,945 | 53,546 | 116,491 | |||
| General and administrative | 25,406 | - | 25,406 | |||
| Total operating expenses | 182,047 | 66,184 | 248,231 | |||
| OPERATING INCOME | 34,779 | (31,341 | ) | 3,438 | ||
| OTHER INCOME (EXPENSE) | ||||||
| Interest: | ||||||
| Interest expense on loans | (37,794 | ) | (10,784 | ) | (48,578 | ) |
| Loan procurement amortization expense | (6,463 | ) | (535 | ) | (6,998 | ) |
| Loan procurement amortization expense- early repayment of debt | - | (6,082 | ) | (6,082 | ) | |
| Interest income | 621 | - | 621 | |||
| Acquisition related costs | (759 | ) | (2,092 | ) | (2,851 | ) |
| Other | (235 | ) | - | (235 | ) | |
| Total other expense | (44,630 | ) | (19,493 | ) | (64,123 | ) |
| LOSS FROM CONTINUING OPERATIONS | (9,851 | ) | (50,834 | ) | (60,685 | ) |
| Noncontrolling interests in the Operating Partnership | 381 | - | 381 | |||
| Noncontrolling interest in subsidiaries | (1,755 | ) | - | (1,755 | ) | |
| NET LOSS FROM CONTINUING OPERATIONS | ||||||
| ATTRIBUTABLE TO THE COMPANY | (11,225 | ) | (50,834 | ) | (62,059 | ) |
| Basic and diluted loss per share from continuing operations attributable to common shareholders | $ (0.12 | ) | $ (0.53 | ) | ||
| Weighted-average basic and diluted shares outstanding | 93,998 | 116,998 |
See accompanying notes to Unaudited Pro Forma Condensed Consolidated Financial Information
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CUBESMART
Notes to Pro Forma Condensed Consolidated Financial Information
Nine-month period ended September 30, 2011 and year ended December 31, 2010 (unaudited)
(A) Reflects the Companys Consolidated Balance Sheet as of September 30, 2011.
(B) Reflects adjustments related to the acquisition of the Properties. 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 each facility comprising the Properties along with current and projected occupancy and rental rate levels or appraised values, if available.
Allocations to the individual assets and liabilities comprising the Properties 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, we determine whether the acquisition includes intangible assets or liabilities. Substantially all of the leases in place at the Properties are at market rates, as the majority of the leases are month-to-month contracts. Accordingly, no portion of the purchase price has been allocated to above- or below-market lease intangibles. The actual amounts allocated to the classes of assets and liabilities comprising the Properties may differ materially from the pro forma amounts presented below (in thousands):
| Land | $ | |
|---|---|---|
| Buildings and improvements | 410,836 | |
| Equipment | 61,390 | |
| Intangible assets | 28,215 | |
| Assumed assets | 977 | |
| Assumed liabilities | (1,248 | ) |
| Closing costs | 2,092 | |
| Net purchase price paid | $ 564,103 |
· Intangible assets represent the difference between the portion of the Properties valued with existing in-place leases and the portion of the Properties valued as if vacant.
· The $564.1 million of cash required to fund the acquisition of the properties was generated from:
o borrowings made pursuant to our unsecured term loans.
o mortgages assumed related to six of the properties acquired totaling $92.1 million.
o additional common and preferred shares offered. Additional common share offering proceeds of $202.5 million, net of offering costs, are reflected as received as of September 30, 2011 (based on offering proceeds actually received as of October 31, 2011) and additional preferred share offering proceeds of $74.9 million, net of offering costs, are reflected as received as of September 30, 2011 (based on offering proceeds actually received as of November 2, 2011 and November 14, 2011).
· The adjustment to accumulated deficit includes closing costs of $2.1 million and loan procurement amortization expense early repayment of debt of $6.1 million.
· In connection with obtaining a new term loan facility, the Company paid additional deferred financing costs of $3.4 million and wrote off deferred financing fees related to the previous revolving credit facility of $6.1 million. Additionally, in connection with assuming the six property mortgages, the Company paid deferred financing costs of $0.5 million.
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(C) Reflects the Companys Consolidated Statement of Operations for the nine months ended September 30, 2011.
(D) Reflects adjustments related to the acquisition of the Properties as though the acquisition of the Properties had been consummated on January 1, 2010.
· Income and operating expenses for the nine months ended September 30, 2011 represent actual results based on information provided by the prior owner of the Properties.
· The Properties will be depreciated on a straight-line basis based upon estimated useful lives, which range from five to 39 years.
· In-place lease intangibles will be amortized on a straight-line basis over one year as a component of amortization expense. The purchase price allocation for pro forma financial statement purposes are preliminary and may be subject to change.
· The pro forma adjustments relating to incremental interest expense were based on a 3.09% average rate on the Companys unsecured term loan borrowings of $198.4 million and the rates on the six mortgage loans that will be assumed. The mortgage loans that will be assumed had the following terms as of September 30, 2011:
| Loan Amount (in thousands) | Rate | Maturity | |
|---|---|---|---|
| 135th Street | $ 29,819 | 5.30% | 6/1/2021 |
| Bartow | 24,897 | 5.30% | 6/1/2021 |
| Wilton | 13,317 | 5.17% | 8/11/2015 |
| New Rochelle | 9,301 | 5.90% | 1/1/2015 |
| Southern | 9,273 | 5.45% | 11/1/2020 |
| Boston Road | 3,255 | 5.45% | 11/1/2020 |
| Unamortized fair value adjustment | 2,282 | ||
| $ 92,144 |
· The pro forma weighted average shares of common stock outstanding for the nine months ended September 30, 2011 was calculated assuming all shares sold through November 14, 2011 were issued on January 1, 2010.
(E) Reflects the Companys Consolidated Statement of Operations for the year ended December 31, 2010.
(F) Reflects adjustments related to the acquisition of the Properties as though the acquisition of the Properties had been consummated on January 1, 2010.
· Income and operating expenses for the year ended December 31, 2010 represent actual results based on information provided by the prior owner of the Properties.
· The Properties will be depreciated on a straight-line basis based upon estimated useful lives, which range from five to 39 years.
F-11
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· In-place lease intangibles will be amortized on a straight-line basis over one year as a component of amortization expense. The purchase price allocation for pro forma financial statement purposes are preliminary and may be subject to change.
· Increase of acquisition costs associated with the property acquisitions included in (B). The pro forma Condensed Consolidated Statement of Operations assumes the acquisition of these properties took place on January 1, 2010.
· The pro forma adjustments relating to incremental interest expense were based on a 3.09% average rate on the Companys unsecured term loan borrowings of $198.4 million and the rates on the six mortgage loans that will be assumed. The mortgage loans that will be assumed have the following terms as of September 30, 2011:
| Loan Amount (in thousands) | Rate | Maturity | |
|---|---|---|---|
| 135th Street | $ 29,819 | 5.30% | 6/1/2021 |
| Bartow | 24,897 | 5.30% | 6/1/2021 |
| Wilton | 13,317 | 5.17% | 8/11/2015 |
| New Rochelle | 9,301 | 5.90% | 1/1/2015 |
| Southern | 9,273 | 5.45% | 11/1/2020 |
| Boston Road | 3,255 | 5.45% | 11/1/2020 |
| Unamortized fair value adjustment | 2,282 | ||
| $ 92,144 |
· Increase of loan procurement amortization expense early repayment of debt associated with write-off of deferred financing fees included in (B). The pro forma Condensed Consolidated Statement of Operations assumes the transaction took place on January 1, 2010.
· The pro forma weighted average shares of common stock outstanding for the year ended December 31, 2010 was calculated assuming all shares sold through November 14, 2011 were issued on January 1, 2010.
F-12
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CUBESMART, L.P.
Pro Forma Condensed Consolidated Financial Information
Nine Months Ended September 30, 2011 and Year Ended December 31, 2010 (unaudited)
The following unaudited pro forma Condensed Consolidated Balance Sheet of CubeSmart, L.P. (the Operating Partnership) as of September 30, 2011 and unaudited pro forma Condensed Consolidated Statements of Operations of the Operating Partnership for the year ended December 31, 2010 and the nine months ended September 30, 2011 have been prepared as if the acquisition from Storage Deluxe of a portfolio of 22 open and operating self-storage facilities (the Properties) had occurred on September 30, 2011 for the pro forma consolidated balance sheet and on January 1, 2010 for both pro forma condensed consolidated statements of operations. The unaudited pro forma financial information has been prepared as if proceeds from the Operating Partnerships common and preferred offerings, borrowings from the Operating Partnerships unsecured credit facility and assumption of debt encumbering certain acquired properties had occurred on September 30, 2011.
Such unaudited pro forma financial information should be read in conjunction with the historical consolidated financial statements of the Operating Partnership, including the notes thereto, which were filed as part of the Companys Registration Statement on Form 10, as amended, and the Quarterly Report on Form 10-Q for the nine months ended September 30, 2011. The unaudited pro forma financial information is provided for informational purposes only and is not necessarily indicative of the results of operations of the Operating Partnership that would have been attained had the acquisition of the Properties been completed on the dates indicated, nor does it purport to represent the Operating Partnerships financial position or results of operations as of any future date or for any future period.
The unaudited pro forma financial information reflects only the acquisition of the Properties because those were the only significant property acquisitions completed during the period. Management believes all material adjustments necessary to reflect the effect of the acquisition of the Properties have been made to the unaudited pro forma financial information.
F-13
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CUBESMART, L.P.
Pro Forma Condensed Consolidated Balance Sheet
As of September 30, 2011 (unaudited)
(amounts in thousands)
| Historical — (G) | Pro Forma Adjustments — (H) | Pro Forma | ||||
|---|---|---|---|---|---|---|
| ASSETS | ||||||
| Storage facilities | $ 1,740,880 | $ 534,067 | $ 2,274,947 | |||
| Less: Accumulated depreciation | (307,675 | ) | - | (307,675 | ) | |
| Storage facilities, net | 1,433,205 | 534,067 | 1,967,272 | |||
| Cash and cash equivalents | 12,491 | - | 12,491 | |||
| Restricted cash | 11,228 | - | 11,228 | |||
| Loan procurement costs, net of amortization | 11,574 | (2,245 | ) | 9,329 | ||
| Investment in real estate ventures, at equity | 15,438 | - | 15,438 | |||
| Other assets, net | 19,182 | 29,192 | 48,374 | |||
| Total assets | $ 1,503,118 | $ 561,014 | $ 2,064,132 | |||
| LIABILITIES AND CAPITAL | ||||||
| Unsecured term loans | $ 300,000 | $ 198,380 | $ 498,380 | |||
| Mortgage loans and notes payable | 346,018 | 92,144 | 438,162 | |||
| Accounts payable, accrued expenses and other liabilities | 50,028 | - | 50,028 | |||
| Distributions payable | 7,293 | - | 7,293 | |||
| Deferred revenue | 9,326 | 1,186 | 10,512 | |||
| Security deposits | 476 | 62 | 538 | |||
| Total liabilities | 713,141 | 291,772 | 1,004,913 | |||
| - | ||||||
| Limited Partnership interest of third parties | 42,521 | - | 42,521 | |||
| Commitments and contingencies | ||||||
| Capital | ||||||
| Operating Partner | 717,457 | 269,242 | 986,699 | |||
| Accumulated other comprehensive loss | (9,484 | ) | - | (9,484 | ) | |
| Total CubeSmart L.P. capital | 707,973 | 269,242 | 977,215 | |||
| Noncontrolling interest in subsidiaries | 39,483 | - | 39,483 | |||
| Total capital | 747,456 | 269,242 | 1,016,698 | |||
| Total liabilities and capital | $ 1,503,118 | $ 561,014 | $ 2,064,132 |
See accompanying notes to Unaudited Pro Forma Condensed Consolidated Financial Information
F-14
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CUBESMART, L.P.
Pro Forma Condensed Consolidated Statement of Operations
Nine Months Ended September 30, 2011 (unaudited)
(amounts in thousands, except per unit data)
| Historical — (I) | Pro Forma Adjustments — (J) | Pro Forma | ||||
|---|---|---|---|---|---|---|
| REVENUES | ||||||
| Rental income | $ 155,429 | $ 23,899 | $ 179,328 | |||
| Other property related income | 15,894 | 4,042 | 19,936 | |||
| Property management fee income | 2,634 | - | 2,634 | |||
| Total revenues | 173,957 | 27,941 | 201,898 | |||
| OPERATING EXPENSES | ||||||
| Property operating expenses | 74,054 | 9,838 | 83,892 | |||
| Depreciation and amortization | 46,862 | 18,946 | 65,808 | |||
| General and administrative | 18,350 | - | 18,350 | |||
| Total operating expenses | 139,266 | 28,784 | 168,050 | |||
| OPERATING INCOME | 34,691 | (843 | ) | 33,848 | ||
| OTHER INCOME (EXPENSE) | ||||||
| Interest: | ||||||
| Interest expense on loans | (24,596 | ) | (8,066 | ) | (32,662 | ) |
| Loan procurement amortization expense | (4,124 | ) | (400 | ) | (4,524 | ) |
| Loan procurement amortization expense - early repayment of debt | (2,085 | ) | - | (2,085 | ) | |
| Interest income | 21 | - | 21 | |||
| Acquisition related costs | (629 | ) | - | (629 | ) | |
| Equity in losses of real estate ventures | (24 | ) | - | (24 | ) | |
| Other | (200 | ) | - | (200 | ) | |
| Total other expense | (31,637 | ) | (8,466 | ) | (40,103 | ) |
| INCOME (LOSS) FROM CONTINUING OPERATIONS | 3,054 | (9,309 | ) | (6,255 | ) | |
| Limited Partnership interest of third parties | (368 | ) | - | (368 | ) | |
| Noncontrolling interest in subsidiaries | (2,011 | ) | - | (2,011 | ) | |
| NET INCOME (LOSS) FROM CONTINUING OPERATIONS ATTRIBUTABLE TO THE OPERATING PARTNER | 675 | (9,309 | ) | (8,634 | ) | |
| Basic and diluted earnings (loss) per unit from continuing operations attributable to common unitholders | $ 0.01 | $ (0.07 | ) | |||
| Weighted-average basic units outstanding | 98,836 | 121,836 | ||||
| Weighted-average diluted units outstanding | 100,264 | 121,836 |
See accompanying notes to Unaudited Pro Forma Condensed Consolidated Financial Information
F-15
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CUBESMART, L.P.
Pro Forma Condensed Consolidated Statement of Operations
Year Ended December 31, 2010 (unaudited)
(amounts in thousands, except per unit data)
| Historical — (K) | Pro Forma Adjustments — (L) | Pro Forma | ||||
|---|---|---|---|---|---|---|
| REVENUES | ||||||
| Rental income | $ 195,357 | $ 29,933 | $ 225,290 | |||
| Other property related income | 18,640 | 4,910 | 23,550 | |||
| Property management fee income | 2,829 | - | 2,829 | |||
| Total revenues | 216,826 | 34,843 | 251,669 | |||
| OPERATING EXPENSES | ||||||
| Property operating expenses | 93,696 | 12,638 | 106,334 | |||
| Depreciation and amortization | 62,945 | 53,546 | 116,491 | |||
| General and administrative | 25,406 | - | 25,406 | |||
| Total operating expenses | 182,047 | 66,184 | 248,231 | |||
| OPERATING INCOME | 34,779 | (31,341 | ) | 3,438 | ||
| OTHER INCOME (EXPENSE) | ||||||
| Interest: | ||||||
| Interest expense on loans | (37,794 | ) | (10,784 | ) | (48,578 | ) |
| Loan procurement amortization expense | (6,463 | ) | (535 | ) | (6,998 | ) |
| Loan procurement amortization expense-early repayment of debt | - | (6,082 | ) | (6,082 | ) | |
| Interest income | 621 | - | 621 | |||
| Acquisition related costs | (759 | ) | (2,092 | ) | (2,851 | ) |
| Other | (235 | ) | - | (235 | ) | |
| Total other expense | (44,630 | ) | (19,493 | ) | (64,123 | ) |
| LOSS FROM CONTINUING OPERATIONS | (9,851 | ) | (50,834 | ) | (60,685 | ) |
| Limited Partnership interest of third parties | 381 | - | 381 | |||
| Noncontrolling interest in subsidiaries | (1,755 | ) | - | (1,755 | ) | |
| NET LOSS FROM CONTINUING OPERATIONS ATTRIBUTABLE TO THE OPERATING PARTNER | (11,225 | ) | (50,834 | ) | (62,059 | ) |
| Basic and diluted loss per unit from continuing operations attributable to common unitholders | $ (0.12 | ) | $ (0.53 | ) | ||
| Weighted-average basic and diluted units outstanding | 93,998 | 116,998 |
See accompanying notes to Unaudited Pro Forma Condensed Consolidated Financial Information
F-16
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CUBESMART, L.P.
Notes to Pro Forma Condensed Consolidated Financial Information
Nine Months Ended September 30, 2011 and Year Ended December 31, 2010 (unaudited)
(G) Reflects the Operating Partnerships Consolidated Balance Sheet as of September 30, 2011.
(H) Reflects adjustments related to the acquisition of the Properties. 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 each facility comprising the Properties along with current and projected occupancy and rental rate levels or appraised values, if available.
Allocations to the individual assets and liabilities comprising the Properties 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, we determine whether the acquisition includes intangible assets or liabilities. Substantially all of the leases in place at the Properties are at market rates, as the majority of the leases are month-to-month contracts. Accordingly, no portion of the purchase price has been allocated to above- or below-market lease intangibles. The actual amounts allocated to the classes of assets and liabilities comprising the Properties may differ materially from the pro forma amounts presented below (in thousands):
| Land | $ | |
|---|---|---|
| Buildings and improvements | 410,836 | |
| Equipment | 61,390 | |
| Intangible assets | 28,215 | |
| Assumed assets | 977 | |
| Assumed liabilities | (1,248 | ) |
| Closing costs | 2,092 | |
| Net purchase price paid | $ 564,103 |
· Intangible assets represent the difference between the portion of the Properties valued with existing in-place leases and the portion of the Properties valued as if vacant.
· The $564.1 million of cash required to fund the acquisition of the properties was generated from:
o borrowings made pursuant to our unsecured term loans.
o mortgages assumed related to six of the properties acquired totaling $92.1 million.
o additional common and preferred units offered. Additional common unit offering proceeds of $202.5 million, net of offering costs, are reflected as received as of September 30, 2011 (based on offering proceeds actually received as of October 31, 2011) and additional preferred unit offering proceeds of $74.9 million, net of offering costs, are reflected as received as of September 30, 2011 (based on offering proceeds actually received as of November 2, 2011 and November 14, 2011).
· The adjustment to accumulated deficit includes closing costs of $2.1 million and loan procurement amortization expense early repayment of debt of $6.1 million.
· In connection with obtaining a new term loan facility, the Operating Partnership paid additional deferred financing costs of $3.4 million and wrote off deferred financing fees related to the previous revolving credit facility of $6.1 million. Additionally, in connection with assuming the six property mortgages, the Operating Partnership paid deferred financing costs of $0.5 million.
F-17
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(I) Reflects the Operating Partnerships Consolidated Statement of Operations for the nine months ended September 30, 2011.
(J) Reflects adjustments related to the acquisition of the Properties as though the acquisition of the Properties had been consummated on January 1, 2010.
· Income and operating expenses for the nine months ended September 30, 2011 represent actual results based on information provided by the prior owner of the Properties.
· The Properties will be depreciated on a straight-line basis based upon estimated useful lives, which range from five to 39 years.
· In-place lease intangibles will be amortized on a straight-line basis over one year as a component of amortization expense. The purchase price allocation for pro forma financial statement purposes are preliminary and may be subject to change.
· The pro forma adjustments relating to incremental interest expense were based on a 3.09% average rate on the Operating Partnerships unsecured term loan borrowings of $198.4 million and the rates on the six mortgage loans that will be assumed. The mortgage loans that will be assumed have the following terms as of September 30, 2011:
| Loan Amount (in thousands) | Rate | Maturity | |
|---|---|---|---|
| 135th Street | $ 29,819 | 5.30% | 6/1/2021 |
| Bartow | 24,897 | 5.30% | 6/1/2021 |
| Wilton | 13,317 | 5.17% | 8/11/2015 |
| New Rochelle | 9,301 | 5.90% | 1/1/2015 |
| Southern | 9,273 | 5.45% | 11/1/2020 |
| Boston Road | 3,255 | 5.45% | 11/1/2020 |
| Unamortized fair value adjustment | 2,282 | ||
| $ 92,144 |
· The pro forma weighted average units of common stock outstanding for the nine months ended September 30, 2011 was calculated assuming all units sold through November 14, 2011 were issued on January 1, 2010.
(K) Reflects the Operating Partnerships Consolidated Statement of Operations for the year ended December 31, 2010.
(L) Reflects adjustments related to the acquisition of the Properties as though the acquisition of the Properties had been consummated on January 1, 2010.
· Income and operating expenses for the year ended December 31, 2010 represent actual results based on information provided by the prior owner of the Properties.
· The Properties will be depreciated on a straight-line basis based upon estimated useful lives, which range from five to 39 years.
F-18
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· In-place lease intangibles will be amortized on a straight-line basis over one year as a component of amortization expense. The purchase price allocation for pro forma financial statement purposes are preliminary and may be subject to change.
· Increase of acquisition costs associated with the property acquisitions included in (B). The pro forma Condensed Consolidated Statement of Operations assumes the acquisition of these properties took place on January 1, 2010.
· The pro forma adjustments relating to incremental interest expense were based on a 3.09% average rate on the Operating Partnerships unsecured term loan borrowings of $198.4 million and the rates on the six mortgage loans that will be assumed. The mortgage loans that will be assumed have the following terms as of September 30, 2011:
| Loan Amount (in thousands) | Rate | Maturity | |
|---|---|---|---|
| 135th Street | $ 29,819 | 5.30% | 6/1/2021 |
| Bartow | 24,897 | 5.30% | 6/1/2021 |
| Wilton | 13,317 | 5.17% | 8/11/2015 |
| New Rochelle | 9,301 | 5.90% | 1/1/2015 |
| Southern | 9,273 | 5.45% | 11/1/2020 |
| Boston Road | 3,255 | 5.45% | 11/1/2020 |
| Unamortized fair value adjustment | 2,282 | ||
| $ 92,144 |
· Increase of loan procurement amortization expense early repayment of debt associated with write-off of deferred financing fees included in (H). The pro forma Condensed Consolidated Statement of Operations assumes the transaction took place on January 1, 2010.
· The pro forma weighted average units of common stock outstanding for the year ended December 31, 2010 was calculated assuming all units sold through November 14, 2011 were issued on January 1, 2010.
F-19
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EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 23.1 | Consent of KPMG LLP. |
| 23.2 | Consent of KPMG LLP. |
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