0001104659-13-062000.txt : 20130809 0001104659-13-062000.hdr.sgml : 20130809 20130809080212 ACCESSION NUMBER: 0001104659-13-062000 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20130808 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130809 DATE AS OF CHANGE: 20130809 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CubeSmart CENTRAL INDEX KEY: 0001298675 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 201024732 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32324 FILM NUMBER: 131024455 BUSINESS ADDRESS: STREET 1: 460 E. SWEDESFORD ROAD STREET 2: SUITE 3000 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 610-293-5700 MAIL ADDRESS: STREET 1: 460 E. SWEDESFORD ROAD STREET 2: SUITE 3000 CITY: WAYNE STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: U-Store-It Trust DATE OF NAME CHANGE: 20040727 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CubeSmart, L.P. CENTRAL INDEX KEY: 0001300485 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54462 FILM NUMBER: 131024456 BUSINESS ADDRESS: STREET 1: 460 E. SWEDESFORD ROAD STREET 2: SUITE 3000 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 610-293-5700 MAIL ADDRESS: STREET 1: 460 E. SWEDESFORD ROAD STREET 2: SUITE 3000 CITY: WAYNE STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: U-Store-It L P DATE OF NAME CHANGE: 20041115 FORMER COMPANY: FORMER CONFORMED NAME: Acquiport Amsdell I L P DATE OF NAME CHANGE: 20040812 8-K 1 a13-18226_18k.htm 8-K

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): August 9, 2013 (August 8, 2013)

 

CUBESMART

CUBESMART L.P.

(Exact Name of Registrant as Specified in Its Charter)

 

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

 

001-32324
000-54662

 

20-1024732
34-1837021

(State or Other Jurisdiction of
Incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

460 E. Swedesford Road
Suite 3000
Wayne, Pennsylvania 19087

(Address of Principal Executive Offices)

 

(610) 293-5700

(Registrant’s 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):

 

¨                                    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨                                    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨                                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨                                    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 2.02    Results of Operations and Financial Condition.

 

On August 8, 2013, CubeSmart (the “Company”) announced its financial results for the three and six months ended June 30, 2013. A copy of the Company’s earnings press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 7.01    Regulation FD Disclosure.

 

The information included in this Current Report on Form 8-K (including Exhibit 99.1 hereto) shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

 

The Company believes that certain statements in the information attached as Exhibit 99.1 may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are made on the basis of management’s views and assumptions regarding future events and business performance as of the time the statements are made. Actual results may differ materially from those expressed or implied. Information concerning factors that could cause actual results to differ materially from those in forward-looking statements is contained from time to time in the Company’s filings with the Securities and Exchange Commission.

 

Item 9.01    Financial Statements and Exhibits.

 

(a)             Not applicable.

 

(b)             Not applicable.

 

(c)             Not applicable.

 

(d)             Exhibits. The following exhibit is being furnished herewith to this Current Report on Form 8-K.

 

Exhibit
No.

 

Description

99.1

 

CubeSmart Earnings Press Release, dated August 8, 2013, announcing the financial results for the three and six months ended June 30, 2013

 

2



 

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.

 

 

CUBESMART

 

 

 

By:

/s/ Timothy M. Martin

 

Name:

Timothy M. Martin

 

Title:

Chief Financial Officer

 

 

 

 

 

CUBESMART L.P.

 

 

 

By:

/s/ Timothy M. Martin

 

Name:

Timothy M. Martin

 

Title:

Chief Financial Officer

 

 

Date: August 9, 2013

 

 

3



 

EXHIBIT INDEX

 

Exhibit
No.

 

Description

99.1

 

CubeSmart Earnings Press Release, dated August 8, 2013, announcing the financial results for the three and six months ended June 30, 2013

 

4


EX-99.1 2 a13-18226_1ex99d1.htm EX-99.1

Exhibit 99.1

 

News Release - August 8, 2013

 

CubeSmart Reports Second Quarter 2013 Results; FFO per Share Grows 28%; Same-Store NOI Increases 13.1%; Same-Store Occupancy Ends Quarter at 90%

 

WAYNE, PA — (MARKET WIRE) — August 8, 2013 — CubeSmart (NYSE: CUBE) today announced its operating results for the three months ended June 30, 2013.

 

CubeSmart Chief Executive Officer Dean Jernigan commented, “Self-storage industry fundamentals remain incredibly attractive and, combined with our deep and sophisticated platform, have supported the continuation of strong results for the Company.”

 

Key Highlights for the Quarter

 

·                  Reported funds from operations (“FFO”) per share, as adjusted, of $0.23, representing a year-over-year increase of 28%.

·                  Increased same-store (328 facilities) net operating income (“NOI”) 13.1% year over year, driven by 9.0% revenue growth and a 1.5% increase in property operating expenses.

·                  Ended the quarter with same-store occupancy of 90.0%, up from 84.1% at June 30, 2012; gained 630 basis points year over year in average same-store occupancy for the quarter.

·                  Closed on nine property acquisitions totaling $87.5 million, including locations in Illinois, Florida, Massachusetts, Maryland, and New Jersey.

·                  Amended the Company’s existing credit facility and term loan agreements involving $800 million of existing unsecured bank financing to achieve improved pricing and an elongated maturity profile.

 

Funds from Operations

 

FFO, as adjusted, was $31.6 million for the second quarter of 2013, compared with $22.6 million for the second quarter of 2012.  FFO per share, as adjusted, increased 28% to $0.23 for the second quarter of 2013, compared with $0.18 for the same period last year.

 

“Our operational strength during the quarter was broad-based, with all of our regional markets benefiting from healthy occupancy and revenue gains,” said Christopher Marr, President, Chief Operating Officer, and Chief Investment Officer.  “Notably, our same-store portfolio occupancy of 90 percent at quarter end — an all-time high — marks an important milestone for the Company and was accompanied by reduced promotional activity and positive pricing momentum.  In addition to our strong organic growth, we have continued to execute on our external growth initiatives, with year-to-date acquisition and disposition volumes that are at the upper end of our annual guidance targets and are consistent with our disciplined investment objectives.”

 

Investment Activity

 

The Company acquired nine assets for $87.5 million during the three months ended June 30, 2013.  These acquisitions included two assets in Florida, one in Illinois, one in Massachusetts, three in Maryland, and two in New Jersey.

 

Second Quarter 2013

 

 

1



 

Subsequent to quarter end, the Company acquired one asset in the New York City borough of Staten Island for $13.0 million.  In total for the year to date, the Company has acquired 11 assets for $107.4 million.

 

The Company sold no assets during the quarter.  Subsequent to quarter end, the Company exited the Knoxville, TN market with the disposition of 8 properties for proceeds of $25.0 million.  Year to date, the Company has sold 13 assets for $36.4 million.

 

Third-Party Management

 

During the quarter, the Company was awarded one new management contract.  At June 30, 2013, the Company managed 133 properties totaling 8.0 million square feet.  Year to date through June 30, 2013, the Company has been awarded 10 new management contracts and has acquired eight assets from the third-party management platform.

 

Same-Store Results

 

The Company’s same-store portfolio at June 30, 2013 represented 328 facilities containing approximately 21.8 million rentable square feet and included approximately 84.3% of the aggregate rentable square feet of the Company’s 386 owned facilities.  These same-store facilities represented approximately 80.8% of property net operating income for the quarter ended June 30, 2013.

 

Same-store physical occupancy at period end for the second quarter of 2013 was 90.0%, compared with 84.1% for the same quarter of last year.  Same-store net rental income for the second quarter of 2013 increased 7.6%, same-store total revenues increased 9.0%, and same-store operating expenses increased 1.5% from the same quarter in 2012.  Same-store net operating income increased 13.1%, as compared with the same period in 2012.

 

Operating Results

 

The Company’s total owned portfolio at June 30, 2013 represented 386 facilities containing 25.8 million rentable square feet and had a physical occupancy of 89.7%.

 

Total revenues increased $15.0 million and total property operating expenses increased $3.2 million in the second quarter of 2013, as compared with the same period in 2012.  Increases in total revenues are primarily attributable to increased occupancy levels in the same-store portfolio and revenues generated from property acquisitions.  Increases in total property operating expenses are attributable to the impact of newly acquired properties and a modest increase in same-store expenses.

 

Interest expense increased from $9.3 million during the three months ended June 30, 2012 to $10.7 million during the three months ended June 30, 2013, an increase of $1.4 million.

 

The Company reported net income attributable to the Company’s common shareholders of $1.0 million, or $0.01 per common share, in the second quarter of both 2013 and 2012.

 

2



 

Balance Sheet

 

In June, the Company amended its existing credit facility and term loan agreements involving $800 million of existing unsecured bank financing, as detailed in the Company’s press release dated June 18, 2013.  The amendments provided for a combination of lower borrowing spreads and maturity extensions for certain loans under the agreements.  The Company incurred capitalized costs of $2.1 million in connection with the amendment of the agreements.

 

In May, the Company entered into a new “at-the-market” equity program, entering into separate equity distribution agreements with five sales agents.  Pursuant to the agreements, the Company may, from time to time, sell up to 12 million common shares of beneficial interest through the sales agents.  The Company’s prior “at-the-market” equity program was discontinued in connection with entering into the new plan.  During the quarter, the Company sold 1.1 million common shares of beneficial interest through this program at an average sales price of $17.19 per share, resulting in net proceeds of $19.0 million.  At June 30, 2013, the Company had 10.9 million shares available for issuance under the existing equity distribution agreements.

 

Quarterly Dividend

 

On May 29, 2013, the Company declared a dividend of $0.11 per common share.  The dividend was paid on July 15, 2013 to common shareholders of record on July 1, 2013.

 

Also on May 29, 2013, the Company declared a dividend of $0.484375 for the 7.75% Series A Cumulative Redeemable Preferred Shares.  The dividend was paid on July 15, 2013 to holders of record on July 1, 2013.

 

2013 Financial Outlook

 

“Following exceptional operating performance through our rental season and enhanced visibility into the second half of the year, we are raising our annual FFO guidance range,” noted Chief Financial Officer Tim Martin.  “Embedded within this adjustment are increases to our annual same-store revenue and NOI growth expectations, which continue to be fueled by substantial year-over-year occupancy gains.  Additionally, with recently amended credit facility and term loan agreements as well as an expanded at-the-market equity program, we continue to deliver on our balance sheet objectives and remain well-positioned to fund our external growth with broad and attractive access to capital.”

 

The Company is adjusting its previously issued estimates as well as underlying assumptions, and now expects that its fully diluted FFO per share for 2013 will be between $0.86 and $0.90 (previously between $0.81 and $0.86), and that its fully diluted earnings per share for the period will be between $0.04 and $0.08.  The Company’s estimate is based on the following key assumptions:

 

·                  For 2013, a same-store pool consisting of 328 assets totaling 21.8 million square feet

·                  Same-store net operating income (“NOI”) growth of 7.5% to 8.5% over 2012 (previously 5.75% to 6.75%), driven by revenue growth of 6.5% to 7.0% (previously 5.5% to 6.0%) and expense growth of 4.0% to 4.5% (previously 4.0% to 5.0%)

·                  General and administrative expenses of approximately $29.0 million to $30.0 million

 

3



 

Due to uncertainty related to the timing and terms of transactions, the impact of anticipated investment activity is excluded from guidance.

 

2013 Full Year Guidance

 

Range or Value

 

Earnings per diluted share allocated to common shareholders

 

$

0.04

 

to

 

$

0.08

 

Plus: real estate depreciation and amortization

 

0.82

 

 

 

0.82

 

FFO per diluted share

 

$

0.86

 

to

 

$

0.90

 

 

The Company estimates that its fully diluted FFO per share for the quarter ending September 30, 2013 will be between $0.23 and $0.24, and that its fully diluted earnings per share for the period will be between $0.03 and $0.04.

 

3rd Quarter 2013 Guidance

 

Range or Value

 

Earnings per diluted share allocated to common shareholders

 

$

0.03

 

to

 

$

0.04

 

Plus: real estate depreciation and amortization

 

0.20

 

 

 

0.20

 

FFO per diluted share

 

$

0.23

 

to

 

$

0.24

 

 

Conference Call

 

Management will host a conference call at 11:00 a.m. ET on Friday, August 9, 2013 to discuss financial results for the three months ended June 30, 2013.

 

A live webcast of the conference call will be available online from the investor relations page of the Company’s corporate website at www.CubeSmart.com.  The dial-in numbers are 1-888-317-6016 for domestic callers, +1-412-317-6016 for international callers and 1-855-669-9657 for callers in Canada.  After the live webcast, the call will remain available on CubeSmart’s website for 30 days.  In addition, a telephonic replay of the call will be available through September 9, 2013. The replay dial-in number is 1-877-344-7529 for domestic callers and +1-412-317-0088 for international callers. The conference number for both is 10031534.

 

Supplemental operating and financial data as of June 30, 2013 is available on the Company’s corporate website under Investor Relations - Financial Information - Financial Reports.

 

About CubeSmart

 

CubeSmart is a self-administered and self-managed real estate investment trust.  The Company’s self-storage facilities are designed to offer affordable, easily accessible and secure storage space for residential and commercial customers.  According to the 2012 Self-Storage Almanac, CubeSmart is one of the top four owners and operators of self-storage facilities in the United States.

 

Non-GAAP Performance Measurements

 

Funds from operations (“FFO”) is a widely used performance measure for real estate companies and is provided here as a supplemental measure of operating performance.  The April 2002 National Policy Bulletin of the National Association of Real Estate Investment Trusts (the “White Paper”), as amended, defines FFO as net income (computed in accordance with GAAP), excluding gains (or losses) from sales of property and real estate related impairment charges,

 

4



 

plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures.

 

Management uses FFO as a key performance indicator in evaluating the operations of the Company’s facilities. Given the nature of its business as a real estate owner and operator, the Company considers FFO a key measure of its operating performance that is not specifically defined by accounting principles generally accepted in the United States. The Company believes that FFO is useful to management and investors as a starting point in measuring its operational performance because it excludes various items included in net income that do not relate to or are not indicative of its operating performance such as gains (or losses) from sales of property, gains on remeasurement of investment in real estate ventures, impairments of depreciable assets, and depreciation, which can make periodic and peer analyses of operating performance more difficult. FFO should not be considered as an alternative to net income (determined in accordance with GAAP) as an indicator of the Company’s financial performance, is not an alternative to cash flow from operating activities (determined in accordance with GAAP) as a measure of the Company’s liquidity, and is not indicative of funds available to fund the Company’s cash needs, including its ability to make distributions.

 

FFO, as adjusted represents FFO as defined above, excluding the effects of acquisition related costs, gains or losses from early extinguishment of debt, and other one-time items, which we believe are not indicative of the Company’s operating results.

 

We define net operating income, which we refer to as “NOI,” as total continuing revenues less continuing property operating expenses. NOI also can be calculated by adding back to net income (loss): interest expense on loans, loan procurement amortization expense, loan procurement amortization expense — early repayment of debt, acquisition related costs, equity in losses of real estate entities, amounts attributable to noncontrolling interests, other expense, depreciation and amortization expense, general and administrative expense, and deducting from net income: income from discontinued operations, gains on disposition of discontinued operations, other income, gain on remeasurement of investment in real estate ventures, and interest income. NOI is not a measure of performance calculated in accordance with GAAP.

 

Management uses NOI as a measure of operating performance at each of our facilities, and for all of our facilities in the aggregate. NOI should not be considered as a substitute for operating income, net income, cash flows provided by operating, investing and financing activities, or other income statement or cash flow statement data prepared in accordance with GAAP.

 

Forward-Looking Statements

 

This presentation, together with other statements and information publicly disseminated by CubeSmart (“we,” “us,” “our” or the “Company”), contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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

 

5



 

the forward-looking statements. Risks, uncertainties and other factors that might cause such differences, some of which could be material, include, but are not limited to:

 

·         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;

 

·         risks of investing through joint ventures;

 

·         changes in real estate and zoning laws or regulations;

 

·         risks related to natural disasters;

 

·         potential environmental and other liabilities;

 

·         other factors affecting the real estate industry generally or the self-storage industry in particular; and

 

·         other risks identified in Item 1A of our Annual Report on Form 10-K and, from time to time, in other reports we file with the Securities and Exchange Commission (the “SEC”) or in other documents that we publicly disseminate.

 

Given these uncertainties, 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 in securities laws.

 

Contact:

CubeSmart

Daniel Ruble

Investor Relations

(610) 293-5700

 

6



 

CUBESMART AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

 

 

 

June 30,

 

December 31,

 

 

 

2013

 

2012

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Storage facilities

 

$

2,536,592

 

$

2,443,022

 

Less: Accumulated depreciation

 

(386,924

)

(353,315

)

Storage facilities, net

 

2,149,668

 

2,089,707

 

Cash and cash equivalents

 

4,021

 

4,495

 

Restricted cash

 

4,540

 

6,070

 

Loan procurement costs, net of amortization

 

9,421

 

8,253

 

Other assets, net

 

30,072

 

41,794

 

Total assets

 

$

2,197,722

 

$

2,150,319

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

 

 

 

Unsecured senior notes

 

$

250,000

 

$

250,000

 

Revolving credit facility

 

110,000

 

45,000

 

Unsecured term loans

 

500,000

 

500,000

 

Mortgage loans and notes payable

 

214,453

 

228,759

 

Accounts payable, accrued expenses and other liabilities

 

54,241

 

60,708

 

Distributions payable

 

16,550

 

16,419

 

Deferred revenue

 

12,682

 

11,090

 

Security deposits

 

427

 

444

 

Total liabilities

 

1,158,353

 

1,112,420

 

 

 

 

 

 

 

Noncontrolling interests in the Operating Partnership

 

36,446

 

47,990

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

7.75% Series A Preferred shares $.01 par value, 3,220,000 shares authorized, 3,100,000 shares issued and outstanding at June 30, 2013 and December 31, 2012

 

31

 

31

 

Common shares $.01 par value, 200,000,000 shares authorized, 134,430,071 and 131,794,547 shares issued and outstanding at June 30, 2013 and December 31, 2012, respectively

 

1,344

 

1,318

 

Additional paid in capital

 

1,457,271

 

1,418,463

 

Accumulated other comprehensive loss

 

(11,794

)

(19,796

)

Accumulated deficit

 

(444,044

)

(410,225

)

Total CubeSmart shareholders’ equity

 

1,002,808

 

989,791

 

Noncontrolling interest in subsidiaries

 

115

 

118

 

Total equity

 

1,002,923

 

989,909

 

Total liabilities and equity

 

$

2,197,722

 

$

2,150,319

 

 

7



 

CUBESMART AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share data)

 

 

 

Three Months Ended June 30,

 

Six months ended June 30,

 

 

 

2013

 

2012

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

REVENUES

 

 

 

 

 

 

 

 

 

Rental income

 

$

72,231

 

$

59,424

 

$

141,849

 

$

116,741

 

Other property related income

 

8,854

 

6,741

 

16,548

 

12,517

 

Property management fee income

 

1,217

 

1,103

 

2,362

 

2,123

 

Total revenues

 

82,302

 

67,268

 

160,759

 

131,381

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

Property operating expenses

 

29,955

 

26,707

 

60,776

 

52,650

 

Depreciation and amortization

 

29,241

 

27,077

 

59,073

 

52,160

 

General and administrative

 

7,515

 

6,278

 

15,128

 

12,722

 

Total operating expenses

 

66,711

 

60,062

 

134,977

 

117,532

 

OPERATING INCOME

 

15,591

 

7,206

 

25,782

 

13,849

 

OTHER (EXPENSE) INCOME

 

 

 

 

 

 

 

 

 

Interest:

 

 

 

 

 

 

 

 

 

Interest expense on loans

 

(10,683

)

(9,280

)

(21,050

)

(18,570

)

Loan procurement amortization expense

 

(497

)

(1,114

)

(973

)

(1,917

)

Acquisition related costs

 

(1,648

)

(313

)

(1,763

)

(863

)

Equity in losses of real estate ventures

 

 

(210

)

 

(461

)

Other

 

(187

)

(107

)

(260

)

(178

)

Total other expense

 

(13,015

)

(11,024

)

(24,046

)

(21,989

)

 

 

 

 

 

 

 

 

 

 

INCOME (LOSS) FROM CONTINUING OPERATIONS

 

2,576

 

(3,818

)

1,736

 

(8,140

)

 

 

 

 

 

 

 

 

 

 

DISCONTINUED OPERATIONS

 

 

 

 

 

 

 

 

 

(Loss) income from discontinued operations

 

(8

)

967

 

176

 

2,031

 

Gain on disposition of discontinued operations

 

 

6,206

 

228

 

6,206

 

Total discontinued operations

 

(8

)

7,173

 

404

 

8,237

 

NET LOSS

 

2,568

 

3,355

 

2,140

 

97

 

NET LOSS (INCOME) ATTRIBUTABLE TO NONCONTROLLING INTERESTS

 

 

 

 

 

 

 

 

 

Noncontrolling interests in the Operating Partnership

 

(18

)

(38

)

17

 

111

 

Noncontrolling interest in subsidiaries

 

 

(774

)

1

 

(1,508

)

NET LOSS ATTRIBUTABLE TO THE COMPANY

 

2,550

 

2,543

 

2,158

 

(1,300

)

Distribution to Preferred Shareholders

 

(1,502

)

(1,502

)

(3,004

)

(3,004

)

NET LOSS ATTRIBUTABLE TO THE COMPANY’S COMMON SHAREHOLDERS

 

$

1,048

 

$

1,041

 

$

(846

)

$

(4,304

)

 

 

 

 

 

 

 

 

 

 

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

 

$

0.01

 

$

(0.05

)

$

(0.01

)

$

(0.10

)

Basic earnings per share from discontinued operations attributable to common shareholders

 

 

0.06

 

 

0.06

 

Basic earnings (loss) per share attributable to common shareholders

 

$

0.01

 

$

0.01

 

$

(0.01

)

$

(0.04

)

 

 

 

 

 

 

 

 

 

 

Diluted earnings (loss) per share from continuing operations attributable to common shareholders

 

$

0.01

 

$

(0.05

)

$

(0.01

)

$

(0.10

)

Diluted earnings per share from discontinued operations attributable to common shareholders

 

 

0.06

 

 

0.06

 

Diluted earnings (loss) per share attributable to common shareholders

 

$

0.01

 

$

0.01

 

$

(0.01

)

$

(0.04

)

 

 

 

 

 

 

 

 

 

 

Weighted-average basic shares outstanding

 

133,677

 

122,599

 

133,316

 

122,433

 

Weighted-average diluted shares outstanding

 

136,329

 

122,599

 

133,316

 

122,433

 

 

 

 

 

 

 

 

 

 

 

AMOUNTS ATTRIBUTABLE TO THE COMPANY’S COMMON SHAREHOLDERS:

 

 

 

 

 

 

 

 

 

Earnings (loss) from continuing operations

 

$

1,056

 

$

(5,960

)

$

(1,243

)

$

(12,343

)

Total discontinued operations

 

(8

)

7,001

 

397

 

8,039

 

Net earnings (loss)

 

$

1,048

 

$

1,041

 

$

(846

)

$

(4,304

)

 

8



 

Same-store facility results (328 facilities)

(in thousands, except percentage and per square foot data)

 

 

 

Three months ended
June 30,

 

Percent

 

 

 

2013

 

2012

 

Change

 

 

 

 

 

 

 

 

 

REVENUES

 

 

 

 

 

 

 

Net rental income

 

$

58,317

 

$

54,195

 

7.6

%

Other property related income

 

6,744

 

5,511

 

22.4

%

Total revenues

 

65,061

 

59,706

 

9.0

%

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

Property taxes

 

6,755

 

6,516

 

3.7

%

Personnel expense

 

6,471

 

6,170

 

4.9

%

Advertising

 

1,769

 

1,959

 

-9.7

%

Repair and maintenance

 

814

 

791

 

2.9

%

Utilities

 

2,107

 

2,016

 

4.5

%

Property insurance

 

688

 

693

 

-0.7

%

Other expenses

 

2,916

 

3,059

 

-4.7

%

 

 

 

 

 

 

 

 

Total operating expenses

 

21,520

 

21,204

 

1.5

%

 

 

 

 

 

 

 

 

Net operating income (1)

 

$

43,541

 

$

38,502

 

13.1

%

 

 

 

 

 

 

 

 

Gross margin

 

66.9

%

64.5

%

 

 

 

 

 

 

 

 

 

 

Period end occupancy (2)

 

90.0

%

84.1

%

 

 

 

 

 

 

 

 

 

 

Period average occupancy (3)

 

88.2

%

81.9

%

 

 

 

 

 

 

 

 

 

 

Total rentable square feet

 

21,786

 

21,786

 

 

 

 

 

 

 

 

 

 

 

Realized annual rent per occupied square foot (4)

 

$

12.14

 

$

12.14

 

0.0

%

 

 

 

 

 

 

 

 

Scheduled annual rent per square foot (5)

 

$

13.27

 

$

12.89

 

2.9

%

 

 

 

 

 

 

 

 

Reconciliation of Same-Store Net Operating Income to Operating Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Same-store net operating income (1)

 

$

43,541

 

$

38,502

 

 

 

Non same-store net operating income (1)

 

10,346

 

3,507

 

 

 

Indirect property overhead (6)

 

(1,540

)

(1,448

)

 

 

Depreciation and amortization

 

(29,241

)

(27,077

)

 

 

General and administrative expense

 

(7,515

)

(6,278

)

 

 

 

 

 

 

 

 

 

 

Operating Income

 

$

15,591

 

$

7,206

 

 

 

 


(1)                                 Net operating income (NOI) is a non-GAAP (generally accepted accounting principles) financial measure that excludes from operating income the impact of depreciation and general & administrative expense.

(2)                                 Represents occupancy at June 30 of the respective year.

(3)                                 Represents the weighted average occupancy for the period.

(4)                                 Realized annual rent per occupied square foot is computed by dividing rental income by the weighted average occupied square feet for the period.

(5)                                 Scheduled annual rent per square foot represents annualized asking rents per available square foot for the period.

(6)                                 Includes property management income earned in conjunction with managed properties.

 

9



 

Same-store facility results (328 facilities)

(in thousands, except percentage and per square foot data)

 

 

 

Six months ended
June 30,

 

Percent

 

 

 

2013

 

2012

 

Change

 

 

 

 

 

 

 

 

 

REVENUES

 

 

 

 

 

 

 

Net rental income

 

$

114,971

 

$

107,959

 

6.5

%

Other property related income

 

12,652

 

10,330

 

22.5

%

Total revenues

 

127,623

 

118,289

 

7.9

%

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

Property taxes

 

13,796

 

13,219

 

4.4

%

Personnel expense

 

13,095

 

12,579

 

4.1

%

Advertising

 

3,133

 

3,344

 

-6.3

%

Repair and maintenance

 

1,578

 

1,502

 

5.1

%

Utilities

 

4,408

 

4,200

 

5.0

%

Property insurance

 

1,407

 

1,388

 

1.4

%

Other expenses

 

6,259

 

5,985

 

4.6

%

 

 

 

 

 

 

 

 

Total operating expenses

 

43,676

 

42,217

 

3.5

%

 

 

 

 

 

 

 

 

Net operating income (1)

 

$

83,947

 

$

76,072

 

10.4

%

 

 

 

 

 

 

 

 

Gross margin

 

65.8

%

64.3

%

 

 

 

 

 

 

 

 

 

 

Period end occupancy (2)

 

90.0

%

84.1

%

 

 

 

 

 

 

 

 

 

 

Period average occupancy (3)

 

86.7

%

80.5

%

 

 

 

 

 

 

 

 

 

 

Total rentable square feet

 

21,786

 

21,786

 

 

 

 

 

 

 

 

 

 

 

Realized annual rent per occupied square foot (4)

 

$

12.17

 

$

12.31

 

-1.1

%

 

 

 

 

 

 

 

 

Scheduled annual rent per square foot (5)

 

$

13.16

 

$

13.15

 

0.1

%

 

 

 

 

 

 

 

 

Reconciliation of Same-Store Net Operating Income to Operating Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Same-store net operating income (1)

 

$

83,947

 

$

76,072

 

 

 

Non same-store net operating income (1)

 

19,622

 

5,905

 

 

 

Indirect property overhead (6)

 

(3,586

)

(3,246

)

 

 

Depreciation and amortization

 

(59,073

)

(52,160

)

 

 

General and administrative expense

 

(15,128

)

(12,722

)

 

 

 

 

 

 

 

 

 

 

Operating Income

 

$

25,782

 

$

13,849

 

 

 

 


(1)                       Net operating income (NOI) is a non-GAAP (generally accepted accounting principles) financial measure that excludes from operating income the impact of depreciation and general & administrative expense.

(2)                       Represents occupancy at June 30 of the respective year.

(3)                       Represents the weighted average occupancy for the period.

(4)                       Realized annual rent per occupied square foot is computed by dividing rental income by the weighted average occupied square feet for the period.

(5)                       Scheduled annual rent per square foot represents annualized asking rents per available square foot for the period.

(6)                       Includes property management income earned in conjunction with managed properties.

 

10



 

Non-GAAP Measure — Computation of Funds From Operations

(in thousands, except per share data)

 

 

 

Three months ended

 

Six months ended

 

 

 

June 30,

 

June 30,

 

 

 

2013

 

2012

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to common shareholders

 

$

1,048

 

$

1,041

 

$

(846

)

$

(4,304

)

 

 

 

 

 

 

 

 

 

 

Add (deduct):

 

 

 

 

 

 

 

 

 

Real estate depreciation and amortization:

 

 

 

 

 

 

 

 

 

Real property - continuing operations

 

28,860

 

26,662

 

58,322

 

51,434

 

Real property - discontinued operations

 

 

666

 

57

 

1,297

 

Company’s share of unconsolidated real estate ventures

 

 

513

 

 

1,027

 

Noncontrolling interest’s share of consolidated real estate ventures

 

 

(424

)

 

(858

)

Gains on sale of real estate

 

 

(6,206

)

(228

)

(6,206

)

Noncontrolling interests in the Operating Partnership

 

18

 

38

 

(17

)

(111

)

 

 

 

 

 

 

 

 

 

 

FFO

 

$

29,926

 

$

22,290

 

$

57,288

 

$

42,279

 

 

 

 

 

 

 

 

 

 

 

Add:

 

 

 

 

 

 

 

 

 

Acquisition related costs

 

1,648

 

313

 

1,763

 

863

 

 

 

 

 

 

 

 

 

 

 

FFO, as adjusted

 

$

31,574

 

$

22,603

 

$

59,051

 

$

43,142

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per share attributable to common shareholders - basic and diluted

 

$

0.01

 

$

0.01

 

$

(0.01

)

$

(0.04

)

FFO per share and unit - fully diluted

 

$

0.22

 

$

0.17

 

$

0.41

 

$

0.33

 

FFO, as adjusted per share and unit - fully diluted

 

$

0.23

 

$

0.18

 

$

0.43

 

$

0.34

 

 

 

 

 

 

 

 

 

 

 

Weighted-average basic shares outstanding

 

133,677

 

122,599

 

133,316

 

122,433

 

Weighted-average diluted shares outstanding

 

136,329

 

122,599

 

133,316

 

122,433

 

Weighted-average diluted shares and units outstanding

 

138,610

 

128,760

 

138,220

 

128,156

 

 

 

 

 

 

 

 

 

 

 

Dividend per common share and unit

 

$

0.11

 

$

0.08

 

$

0.22

 

$

0.16

 

Payout ratio of FFO, as adjusted

 

48

%

44

%

51

%

47

%

 

11


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