0001298675cube:~~SacramentoIICAMember2019-01-012019-12-31~~SheltonCTMember2020-01-012020-12-31

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

☒

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2019~~2020

☐

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)

Commission file number 000-54462 (CubeSmart, L.P.)

CUBESMART

CUBESMART, L.P.

(Exact Name of Registrant as Specified in Its Charter)

Maryland (CubeSmart)		20-1024732 (CubeSmart)
Delaware (CubeSmart, L.P.)		34-1837021 (CubeSmart, L.P.)
(State or Other Jurisdiction of		(IRS Employer
Incorporation or Organization)		Identification No.)

5 Old Lancaster Road		19355
Malvern, Pennsylvania		(Zip Code)
(Address of Principal Executive Offices)

Registrant’s telephone number, including area code (610) 535-5000

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Shares, $0.01 par value per share, of CubeSmart		CUBE		New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: Units of General Partnership Interest of CubeSmart, L.P.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

CubeSmart	Yes	☒	No	☐
CubeSmart, L.P.	Yes	☒	No	☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

CubeSmart	Yes	◻	No	⌧
CubeSmart, L.P.	Yes	◻	No	⌧

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

CubeSmart	Yes	☒	No	☐
CubeSmart, L.P.	Yes	☒	No	☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).

CubeSmart	Yes	⌧	No	◻
CubeSmart, L.P.	Yes	⌧	No	◻

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



CubeSmart:
Large accelerated filer	☒	Accelerated filer	☐	Non-accelerated filer	☐	Smaller reporting company	☐	Emerging growth company	☐
CubeSmart, L.P.:
Large accelerated filer	☐	Accelerated filer	☐	Non-accelerated filer	☒	Smaller reporting company	☐	Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


CubeSmart	◻
CubeSmart, L.P.	◻

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.


CubeSmart ⌧
CubeSmart, L.P. ⌧

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


CubeSmart	Yes	☐	No	☒
CubeSmart, L.P.	Yes	☐	No	☒

As of June ~~28, 2019,~~30, 2020, the last business day of CubeSmart’s most recently completed second fiscal quarter, the aggregate market value of common shares held by non-affiliates of CubeSmart was ~~$6,407,986,013.~~$5,228,744,387. As of February ~~19, 2020,~~24, 2021, the number of common shares of CubeSmart outstanding was ~~193,582,271.~~

199,699,623.

As of June ~~28, 2019,~~30, 2020, the last business day of CubeSmart, L.P.’s most recently completed second fiscal quarter, the aggregate market value of the ~~1,865,570~~1,872,308 units of limited partnership (the “OP Units”) held by non-affiliates of CubeSmart, L.P. was ~~$62,384,661~~$50,533,593 based upon the last reported sale price of ~~$33.44~~$26.99 per share on the New York Stock Exchange on June ~~28, 2019~~30, 2020 of the common shares of CubeSmart, the sole general partner of CubeSmart, L.P. (For this computation, the market value of all OP Units beneficially owned by CubeSmart has been excluded.)

Documents incorporated by reference: Portions of the Proxy Statement for the ~~2020~~2021 Annual Meeting of Shareholders of CubeSmart to be filed subsequently with the SEC are incorporated by reference into Part III of this report.

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EXPLANATORY NOTE

This report combines the annual reports on Form 10-K for the year ended December 31, ~~2019~~2020 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. 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 and/or the Operating Partnership.

The Parent Company is the sole general partner of the Operating Partnership and, as of December 31, ~~2019,~~2020, owned a ~~99.0%~~96.4% interest in the Operating Partnership. The remaining ~~1.0%~~3.6% 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 a 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 of 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 equity, 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 the Operating Partnership) section of the consolidated balance sheets and in the consolidated statements of equity (or capital). 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 annual reports on Form 10-K 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.

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

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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.

This report also includes separate Item 9A - Controls and Procedures sections, signature pages and Exhibits 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, as amended (the “Exchange Act”) and 18 U.S.C. §1350.

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TABLE OF CONTENTS

PART I		5

Item 1.	Business	6

Item 1A.	Risk Factors	1215

Item 1B.	Unresolved Staff Comments	2628

Item 2.	Properties	2629

Item 3.	Legal Proceedings	2831

Item 4.	Mining Safety Disclosures	2831

PART II		2831

Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters, and Issuer Purchases of Equity Securities	2831

Item 6.	Selected Financial Data	3033

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3534

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	4644

Item 8.	Financial Statements and Supplementary Data	4745

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	4745

Item 9A.	Controls and Procedures	4745

Item 9B.	Other Information	4846

PART III		4846

Item 10.	Trustees, Executive Officers, and Corporate Governance	4846

Item 11.	Executive Compensation	4847

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	4847

Item 13.	Certain Relationships and Related Transactions, and Trustee Independence	4947

Item 14.	Principal Accountant Fees and Services	4947

PART IV		4947

Item 15.	Exhibits and Financial Statement Schedules	4947

Item 16.	Form 10-K Summary	5553

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PART I

Forward-Looking Statements

This Annual Report on Form 10-K, 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 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 or persons acting on their behalf 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 such forward-looking 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 this Report and in our other filings with the Securities and Exchange Commission (“SEC”). These risks include, but are not limited to, the following:

●

adverse changes in the national and local economic, business, real estate and other market conditions;

●

the effect of competition from existing and new self-storage properties and operators on our ability to maintain or raise occupancy and rental rates;

●

the failure to execute our business plan;

●

adverse impacts from the COVID-19 pandemic, other pandemics, quarantines and stay at home orders, including the impact on our ability to operate our self-storage properties, the demand for self-storage, rental rates and fees and rent collection levels;

●

reduced availability and increased costs 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 or future indebtedness;

●

increases in interest rates and operating costs;

●

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

●

risks related to our ability to maintain the Parent Company’s qualification as a REIT for federal income tax purposes;

●

the failure of acquisitions and developments to close on expected terms, or at all, or to perform as expected;

●

increases in taxes, fees and assessments from state and local jurisdictions;

●

the failure of our joint venture partners to fulfill their obligations to us or their pursuit of actions that are inconsistent with our objectives;

●

reductions in asset valuations and related impairment charges;

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●

cyber security breaches, cyber attacks or a failure of our networks, systems or technology, which could adversely impact our business, customer and employee relationships;

●

changes in real estate, zoning, use and occupancy laws or regulations;

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●

risks related to or a consequence of natural disasters or acts of violence, pandemics, active shooters, terrorism, insurrection or war that affect the markets in which we operate;

●

potential environmental and other liabilities;

●

governmental, administrative and executive orders and laws, which could adversely impact our business operations and customer and employee relationships;

●

uninsured or uninsurable losses and the ability to obtain insurance coverage against risks and losses;

●

~~our~~the ability to attract and retain talent in the current labor market;

●

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

●

other risks identified in this Report 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. Because of the factors referred to above, the future events discussed in or incorporated by reference in this Report may not occur and actual results, performance or achievement could differ materially from that anticipated or implied in the forward-looking statements.

ITEM 1. BUSINESS

Overview

We are a self-administered and self-managed real estate company focused primarily on the ownership, operation, management, acquisition and development of self-storage properties in the United States.

As of December 31, ~~2019,~~2020, we owned ~~523~~543 self-storage properties located in 24 states and in the District of Columbia containing an aggregate of approximately ~~36.6~~38.5 million rentable square feet. As of December 31, ~~2019,~~2020, approximately ~~89.5%~~92.3% of the rentable square footage at our owned stores was leased to approximately ~~306,000~~340,000 customers, and no single customer represented a significant concentration of our revenues. As of December 31, ~~2019,~~2020, we owned stores in the District of Columbia and the following 24 states: Arizona, California, Colorado, Connecticut, Florida, Georgia, Illinois, Indiana, Maryland, Massachusetts, Minnesota, Nevada, New Jersey, New Mexico, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah and Virginia. In addition, as of December 31, ~~2019,~~2020, we managed ~~649~~723 stores for third parties (including 91105 stores containing an aggregate of approximately ~~6.3~~7.5 million net rentable square feet as part of ~~four~~five separate unconsolidated real estate ventures) bringing the total number of stores we owned and/or managed to ~~1,172.~~1,266. As of December 31, ~~2019,~~2020, we managed stores for third parties in the District of Columbia and the following 38 states: Alabama, Arizona, California, Colorado, Connecticut, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Nevada, New Hampshire, New Jersey, New Mexico, New York, North Carolina, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia, Washington and Wisconsin.

Our self-storage properties are designed to offer affordable and easily-accessible storage space for our residential and commercial customers. Our customers rent storage cubes for their exclusive use, typically on a month-to-month basis. Additionally, some of our stores offer outside storage areas for vehicles and boats. Our stores are designed to accommodate both residential and commercial customers, with features such as wide aisles and load-bearing capabilities for large truck access. All of our stores have a storage associate available to assist our customers during business hours, and ~~302,~~309, or approximately ~~57.7%~~56.9%, of our owned stores have a manager who resides in an apartment at the store. Our customers can access their storage cubes during business hours, and some of our stores provide customers with 24-hour access through computer-controlled access systems. Our goal is to provide customers with the highest standard of physical attributes and service in the industry. To that end, ~~442,~~462, or approximately ~~84.5%~~85.1%, of our owned stores include climate-controlled cubes.

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The Parent Company was formed in July 2004 as a Maryland REIT. The Parent Company owns its assets and conducts its business through the Operating Partnership, and its subsidiaries. The Parent Company controls the Operating Partnership as its sole general partner and, as of December 31, ~~2019,~~2020, owned a ~~99.0%~~96.4% interest in the Operating Partnership. The Operating Partnership was formed in July 2004 as a Delaware limited partnership and has been engaged in virtually all aspects of the self-storage business, including the development, acquisition, management, ownership and operation of self-storage properties.

Impact of COVID-19 on the Consolidated Financial Statements and Business Operations

Since the first quarter of 2020, the world has been impacted by the spread of a novel strain of coronavirus, its variants and the disease that they cause known as COVID-19, which has limited our ability to operate our business using traditional means. Since mid-March, federal, state and local government agencies in the markets within which we operate have issued public health responses aimed at reducing the spread of COVID-19, which include quarantines, stay-at-home orders and similar mandates for many individuals to substantially restrict daily activities and for many businesses to curtail or cease normal operations. As a result, the United States has experienced, among other things, an unprecedented increase in unemployment, significant volatility within its debt and equity capital markets and extreme economic contraction.

Despite the operating restrictions placed on many businesses by governmental mandates that promote distancing, self-storage has been designated as an essential business. Accordingly, our stores have remained open throughout the pandemic to allow for customers to move in, move out, pay rent and access their belongings at all locations. Additionally, with the health and welfare of its teammates and customers in mind, we have implemented SmartRental^TM, a contactless online rental process that eliminates the need for face-to-face interaction, and shifted our corporate headquarters, divisional offices and sales center to remote work.

In late March 2020, in response to the pandemic and certain state and local government orders, we paused all rate increases to existing customers and suspended our normal delinquency processes temporarily, which impacted revenue growth. In May 2020, as permitted by governmental mandates, we began resuming our delinquency and rental rate increase processes on a jurisdiction by jurisdiction basis. To date, we have not experienced any material degradation in rent collections or occupancy, however future customer behavior and their ability to pay rent will be determined by the duration and scope of the pandemic; actions that have been and continue to be taken by governmental entities, individuals and businesses in response to the pandemic; and the continued impact on economic activity from the pandemic and actions taken in response thereto.

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Acquisition and Disposition Activity

As of December 31, ~~2019~~2020 and ~~2018,~~2019, we owned ~~523~~543 and ~~493~~523 stores, respectively, that contained an aggregate of ~~36.6~~38.5 million and ~~34.6~~36.6 million rentable square feet with occupancy levels of ~~89.5%~~92.3% and ~~89.0%~~89.5%, respectively. A complete listing of, and additional information about, our stores is included in Item 2 of this Report. The following is a summary of our 2020, 2019 ~~2018~~ and ~~2017~~2018 acquisition and disposition activity:

Number of

Purchase / Sale Price

Asset/Portfolio

Market

Transaction Date

Stores

(in thousands)

2019 Acquisitions:

Maryland Asset

Baltimore / DC

March 2019

1

$
22,000

Florida Assets

Florida Markets - Other

April 2019

2

19,000

Arizona Asset

Phoenix

May 2019

1

1,550

HVP III Assets

Various (see note 4)

June 2019

18

128,250
⁽¹⁾
Georgia Asset

Atlanta

August 2019

1

14,600

South Carolina Asset

Charleston

August 2019

1

3,300

Texas Asset

Texas Markets - Major

October 2019

1

7,300

Florida Assets

Florida Markets - Other

November 2019

3

32,100

California Asset

Los Angeles

December 2019

1

18,500

29

$
246,600

2019 Disposition:

Texas Asset

Texas Markets - Major

October 2019

1

$
4,146

1

$
4,146

2018 Acquisitions:

Texas Asset

Texas Markets - Major

January 2018

1

$
12,200

Texas Asset

Texas Markets - Major

May 2018

1

19,000

Metro DC Asset

Baltimore / DC

July 2018

1

34,200

Nevada Asset

Las Vegas

September 2018

1

14,350

North Carolina Asset

Charlotte

September 2018

1

11,000

California Asset

Los Angeles

October 2018

1

53,250

Texas Asset

Texas Markets - Major

October 2018

1

23,150

California Asset

San Diego

November 2018

1

19,118

New York Asset

New York / Northern NJ

November 2018

1

37,000

Illinois Asset

Chicago

December 2018

1

4,250

10

$
227,518

2018 Dispositions:

Arizona Assets

Phoenix

November 2018

2

$
17,502

2

$
17,502

2017 Acquisitions:

Illinois Asset

Chicago

April 2017

1

$
11,200

Maryland Asset

Baltimore / DC

May 2017

1

18,200

California Asset

Sacramento

May 2017

1

3,650

Texas Asset

Texas Markets - Major

October 2017

1

4,050

Florida Asset

Florida Markets - Other

October 2017

1

14,500

Illinois Asset

Chicago

November 2017

1

11,300

Florida Asset

Florida Markets - Other

December 2017

1

17,750

7

$
80,650

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			Number of	Purchase / Sale Price
Asset/Portfolio	Metropolitan Statistical Area	Transaction Date	Stores	(in thousands)

2020 Acquisitions:

Texas Asset	San Antonio, TX	February 2020	1	$	9,025
Maryland Asset	Baltimore-Towson, MD	April 2020	1		17,200
New Jersey Asset	New York-Northern New Jersey-Long Island, NY-NJ-PA	April 2020	1		48,450
Florida Asset	Palm Bay-Melbourne-Titusville, FL	November 2020	1		3,900
Texas Asset	Austin-Round Rock, TX	November 2020	1		10,750
Texas Asset	Dallas-Fort Worth-Arlington, TX	November 2020	1		10,150
Nevada Asset	Las Vegas-Paradise, NV	December 2020	1		16,800
New York Asset	New York-Northern New Jersey-Long Island, NY-NJ-PA	December 2020	1		6,750
Storage Deluxe Assets	New York-Northern New Jersey-Long Island, NY-NJ-PA	December 2020	8		540,000
Florida Assets	Orlando-Kissimmee, FL / Deltona-Daytona Beach-Ormond Beach, FL	December 2020	3		45,500
Florida Asset	Tampa-St. Petersburg-Clearwater, FL	December 2020	1		10,000
Virginia Asset	Washington-Arlington-Alexandria, DC-VA-MD-WV	December 2020	1		17,350
			21	$	735,875

2020 Disposition:

New York Asset	New York-Northern New Jersey-Long Island, NY-NJ-PA	December 2020	1	$	12,750
			1	$	12,750
2019 Acquisitions:

Maryland Asset	Baltimore-Towson, MD	March 2019	1	$	22,000
Florida Assets	Cape Coral-Fort Myers, FL	April 2019	2		19,000
Arizona Asset	Phoenix-Mesa-Scottsdale, AZ	May 2019	1		1,550
HVP III Assets	Various (see note 4)	June 2019	18		128,250	⁽¹⁾
Georgia Asset	Atlanta-Sandy Springs-Marietta, GA	August 2019	1		14,600
South Carolina Asset	Charleston-North Charleston, SC	August 2019	1		3,300
Texas Asset	Dallas-Fort Worth-Arlington, TX	October 2019	1		7,300
Florida Assets	Orlando-Kissimmee, FL	November 2019	3		32,100
California Asset	Los Angeles-Long Beach-Santa Ana, CA	December 2019	1		18,500
			29	$	246,600

2019 Disposition:

Texas Asset	College Station-Bryan, TX	October 2019	1	$	4,146
			1	$	4,146

2018 Acquisitions:

Texas Asset	Austin-Round Rock, TX	January 2018	1	$	12,200
Texas Asset	Houston-Sugar Land-Baytown, TX	May 2018	1		19,000
Metro DC Asset	Washington-Arlington-Alexandria, DC-VA-MD-WV	July 2018	1		34,200
Nevada Asset	Las Vegas-Paradise, NV	September 2018	1		14,350
North Carolina Asset	Charlotte-Gastonia-Concord, NC-SC	September 2018	1		11,000
California Asset	Los Angeles-Long Beach-Santa Ana, CA	October 2018	1		53,250
Texas Asset	Houston-Sugar Land-Baytown, TX	October 2018	1		23,150
California Asset	San Diego-Carlsbad-San Marcos, CA	November 2018	1		19,118
New York Asset	New York-Northern New Jersey-Long Island, NY-NJ-PA	November 2018	1		37,000
Illinois Asset	Chicago-Naperville-Joliet, IL-IN-WI	December 2018	1		4,250
			10	$	227,518

2018 Dispositions:

Arizona Assets	Phoenix-Mesa-Scottsdale, AZ	November 2018	2	$	17,502
			2	$	17,502

(1)

Amount represents the purchase price for 90% of the ownership interest in 191 III CUBE LLC (“HVP III”), which at the time of the acquisition owned 18 storage properties (see note 4).

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The comparability of our results of operations is affected by the timing of acquisition and disposition activities during the periods reported. As of December 31, 2020, 2019 ~~2018~~ and ~~2017,~~2018, we owned 543, 523 ~~493~~ and ~~484~~493 self-storage properties and related assets, respectively. The following table summarizes the change in number of owned stores from January 1, ~~2017~~2018 through December 31, ~~2019:~~2020:


	2019	2018	2017	2020	2019	2018

Balance - January 1	493	484	475	523	493	484
Stores acquired	1	1	—	1	1	1
Stores developed	—	—	1
Balance - March 31	494	485	476	524	494	485
Stores acquired	21	1	3	2	21	1
Stores developed	2	—	—	1	2	—
Stores combined ⁽¹⁾	(1)	—	(1)	—	(1)	—
Balance - June 30	516	486	478	527	516	486
Stores acquired	2	3	—	—	2	3
Stores developed	1	1	2	—	1	1
Balance - September 30	519	490	480	527	519	490
Stores acquired	5	5	4	18	5	5
Stores developed	—	—	1
Stores combined ⁽¹⁾	—	—	(1)	(1)	—	—
Stores sold	(1)	(2)	—	(1)	(1)	(2)
Balance - December 31	523	493	484	543	523	493

(1)

On May ~~16, 2017, October 2, 2017~~24, 2019 and ~~May 24, 2019,~~November 10, 2020, we acquired stores located in ~~Sacramento, CA, Keller, TX and~~ Tempe, AZ and Merritt Island, FL for approximately ~~$3.7 million, $4.1~~$1.6 million and ~~$1.6~~$3.9 million, respectively. In each case, the store acquired is located ~~directly adjacent~~in near proximity to an existing wholly-owned store. Given their proximity to each other, each acquired store has been combined with the existing ~~adjacent~~ store in our store count, as well as for operational and reporting purposes.

Financing and Investing Activities

The following summarizes certain financing and investing activities during the year ended December 31, ~~2019:~~2020:

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Store Acquisitions. During ~~2019,~~2020, we acquired 11a portfolio of eight self-storage properties located in ~~Arizona (1), California (1),~~the outer boroughs of New York City (the “Storage Deluxe Assets”) for an aggregate purchase price of $540.0 million. We also acquired 13 additional stores during 2020 which are located in Florida (5)~~, Georgia (1)~~, Maryland (1), ~~South Carolina~~Nevada (1), New Jersey (1), New York (1), Texas (3) and ~~Texas~~Virginia (1), for an aggregate purchase price of approximately $118.3 million. Additionally, on June 6, 2019, we acquired our partner’s 90% ownership interest in 191 III CUBE LLC (“HVP III”), an unconsolidated real estate venture in which we previously owned a 10% noncontrolling interest, for $128.3 million. As of the date of acquisition, HVP III owned 18 stores located in Georgia (1), Massachusetts (7), North Carolina (1), South Carolina (7) and Tennessee (2). As of December 31, 2019, we had two stores under contract for an aggregate purchase price of $57.5$195.9 million.

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Development Activity. During ~~2019,~~2020, we completed construction and opened for operation ~~three~~a joint venture ~~properties~~property located in ~~Massachusetts (1), New Jersey (1) and~~ New York ~~(1).~~for a total cost of $45.9 million. As of December 31, ~~2019,~~2020, we had ~~five~~six joint venture development properties under construction located in Massachusetts (1), New York (2), Pennsylvania (1) and Virginia ~~(1)~~(2), which are expected to be completed by the second quarter of ~~2021.~~2022. As of December 31, ~~2019,~~2020, we had invested ~~$58.6~~$71.6 million of an expected ~~$131.9~~$143.8 million, related to these ~~five~~six projects.

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Consolidated Development Joint Venture ~~Buy-outs.~~Buy-out. During ~~2019,~~2020, we acquired the noncontrolling members’ interest in ~~six~~a previously consolidated development joint ~~ventures~~venture for ~~an aggregate~~$10.0 million, of which $1.0 million was paid in cash. The Operating Partnership issued 276,497 OP Units that were valued at approximately $9.0 million as consideration for the remainder of the purchase ~~price of $94.6 million.~~price. The ~~stores are~~store is located in ~~Massachusetts (1), New Jersey (1) and~~ New York ~~(4)~~ and ~~are~~is wholly-owned by the Company as of December 31, ~~2019.~~2020.

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Store Disposition. On ~~October 7, 2019,~~December 22, 2020, we sold a store in ~~Texas~~New York for a sales price of ~~approximately $4.1~~$12.8 million. We recorded a ~~$1.5~~$6.7 million gain in connection with the sale.

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Unconsolidated Real Estate Venture Activity. During ~~2019,~~2020, 191 IV CUBE Southeast LLC, ana newly-formed unconsolidated real estate venture in which we own a ~~20%~~10% interest, acquired ~~eight~~14 stores for an aggregate purchase price of ~~$122.5~~$135.3 million, of which we contributed ~~$10.2~~$5.6 million. The acquired stores are located in Florida (2), Georgia (8) and South Carolina (4).

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Unsecured Senior Note Activity. On October 6, 2020, the Operating Partnership issued $450.0 million in aggregate principal amount of unsecured senior notes due February 15, 2031, which bear interest at a rate of 2.000% per annum (the “2031 Notes”). On October

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~~The acquired stores are located~~30, 2020, with net proceeds from our issuance of the 2031 Notes, we redeemed, in Florida (1), Minnesota (1), Pennsylvania (1) and Texas (5). Additionally, on June 5, 2019, HVP III sold 50 stores located in Florida (3), Georgia (4), Michigan (17), North Carolina (3), South Carolina (15) and Tennessee (8), to an unaffiliated third party buyer for an aggregate sales pricefull, our $250.0 million of ~~$293.5 million. The venture recorded gains which aggregated to approximately $106.7 million in connection with the sale.~~

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~~Debt Offerings.~~ ~~On January 30, 2019, we issued $350.0 million in aggregate principal amount of unsecured~~outstanding 4.800% senior notes due February 15, 2029, which bear interest at a rate of 4.375% per annum. Net proceeds from the offering were used to repay all of the outstanding indebtedness under the $200.0 million unsecured term loan portion of our credit facility that was scheduled to mature in January 2019. The remaining proceeds from the offering were used to repay a portion of the outstanding indebtedness under the revolving portion of our credit facility.Additionally, on October 11, 2019, we issued $350.0 million in aggregate principal amount of unsecured senior notes due February 15, 2030 which bear interest at a rate of 3.000% per annum. Net proceeds from the offering were used to repay all of the outstanding indebtedness under the revolving portion of our credit facility and for working capital and other corporate purposes.

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~~Credit Facility Amendment.~~ On June 19, 2019, we amended and restated, in its entirety, our credit facility which, subsequent to the amendment and restatement, is comprised of a $750.0 million unsecured revolving facility (the “Revolver”) maturing on June 19, 2024. At our current Baa2/BBB level, amounts drawn under the Revolver are priced at 1.10% over LIBOR, inclusive of a facility fee of 0.15%.

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~~Term Loan Repayments.~~ During 2019, we repaid all $200.0 million of outstanding indebtedness under the unsecured term loan portion of our credit facility that was scheduled to mature in January 2019 and all $100.0 million of outstanding indebtedness under the unsecured term loan portion of our term loan facility that was scheduled to mature in January 2020.2022.

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Mortgage Loan ~~Repayment.~~Activity. During ~~2019,~~2020, we repaid two mortgage loans with an aggregate outstanding principal balance of $10.3 million. Additionally, in connection with the acquisition of the Storage Deluxe Assets, we assumed six mortgage loans with an aggregate outstanding principal amount of $154.4 million at the time of acquisition, one ~~mortgage loan for $9.0 million.~~of which had an outstanding principal balance of $33.2 million and was repaid immediately.

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At-The-Market Equity Program Activity. During ~~2019,~~2020, under our at-the-market equity program, we sold a total of ~~5.9~~3.6 million common shares at an average sales price of ~~$33.64~~$33.69 per share, resulting in net proceeds of ~~$196.3~~$120.7 million for the year, after deducting offering costs. As of December 31, ~~2019, 4.6~~2020, 10.9 million common shares remained available for sale under the program. We used the proceeds from the ~~2019~~2020 sales under the program to fund the acquisition and development of self-storage properties and for general corporate purposes.

Business Strategy

Our business strategy consists of several elements:

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Maximize cash flow from our stores — Our operating strategy focuses on maximizing sustainable rents at our stores while achieving and sustaining occupancy targets. We utilize our operating systems and experienced personnel to manage the balance between rental rates, discounts and physical occupancy with an objective of maximizing our rental revenue.

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Acquire stores within targeted markets — During ~~2020,~~2021, we intend to pursue selective acquisitions in markets that we believe have high barriers to entry, strong demographic fundamentals and demand for storage in excess of storage capacity. We believe the self-storage industry will continue to afford us opportunities for growth through acquisitions due to the highly fragmented composition of the industry. In the past, we have formed joint ventures with unaffiliated third parties, and in the future we may form additional joint ventures, to facilitate the funding of future developments or acquisitions.

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Dispose of stores — During ~~2020,~~2021, we intend to continue to evaluate opportunities to dispose of assets that have unattractive risk-adjusted returns. We intend to use proceeds from these transactions to fund acquisitions within targeted markets.

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Grow our third-party management business — We intend to pursue additional third-party management ~~opportunities. We intend~~opportunities and to leverage our current platform to take advantage of consolidation in the industry. We plan to utilize our relationships with third-party owners to help source future acquisitions and other investment opportunities.

Investment and Market Selection Process

We maintain a disciplined and focused process in the acquisition and development of self-storage properties. Our investment committee is comprised of four senior officers who oversee our investment process. Our investment process involves six stages — identification,

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initial due diligence, economic assessment, investment committee approval (and when required, the approval of our Board of Trustees (the “Board”)), final due diligence and documentation. Through our investment committee, we intend to focus on the following criteria:

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Targeted markets — Our targeted markets include areas where we currently maintain management that can be extended to additional stores, or where we believe that we can acquire a significant number of stores efficiently and within a short period of time. We evaluate both the broader market and the immediate trade area, typically three miles around the store, for its ability to support above-average demographic growth. We seek to increase our presence primarily in areas that we expect will experience growth, including, but not exclusively limited to, the Northeastern and Mid-Atlantic areas of the United States and areas within Arizona, California, Florida, Georgia, Illinois and Texas, and to enter additional markets should suitable opportunities arise.

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Quality of store — We focus on self-storage properties that have good visibility, ease of access and are located near retail centers, which typically provide high traffic corridors and are generally located near residential communities and commercial customers.

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Growth potential — We target acquisitions that offer growth potential through increased operating efficiencies and, in some cases, through additional leasing efforts, renovations or expansions. In addition to acquiring single stores, we seek to invest in portfolio acquisitions, including those offering significant potential for increased operating efficiency and the ability to spread our fixed costs across a large base of stores.

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Segment

We have one reportable segment: we own, operate, develop, manage and acquire self-storage properties.

Concentration

Our self-storage properties are located in major metropolitan areas as well as suburban areas and have numerous customers per store. No single customer represented a significant concentration of our ~~2019~~2020 revenues. Our stores in New York, Florida, Texas and California provided approximately 16%, 15%, 9% and 8%, respectively, of our total revenues for the year ended December 31, 2020. Our stores in Florida, New York, Texas and California provided approximately 16%, 16%, 10% and 8%, respectively, of our total revenues for the year ended December 31, 2019. Our stores in Florida, New York, Texas and California provided approximately 17%, 16%, 10% and 8%, respectively, of our total revenues for ~~each of~~ the ~~years~~year ended December 31, ~~2018 and 2017.~~2018.

Seasonality

We typically experience seasonal fluctuations in occupancy levels at our stores, ~~with the levels~~which are generally slightly higher during the summer months due to increased moving activity.

Financing Strategy

We maintain a capital structure that we believe is reasonable and prudent and that will enable us to have ample cash flow to cover debt service and make distributions to our shareholders. As of December 31, ~~2019,~~2020, our debt to total market capitalization ratio (determined by dividing the carrying value of our total indebtedness by the sum of (a) the market value of the Parent Company’s outstanding common shares and units of the Operating Partnership held by third parties and (b) the carrying value of our total indebtedness) was approximately ~~23.9%~~25.6% compared to approximately ~~24.4%~~23.9% as of December 31, ~~2018.~~2019. Our ratio of debt to the undepreciated cost of our total assets as of December 31, ~~2019~~2020 was approximately ~~39.0%~~41.0% compared to approximately ~~37.9%~~39.0% as of December 31, ~~2018.~~2019. We expect to finance additional investments in self-storage properties through the most attractive sources of capital available at the time of the transaction, in a manner consistent with maintaining a strong financial position and future financial flexibility, subject to limitations on incurrence of indebtedness in our unsecured credit facilities and the indenture that governs our unsecured notes. These capital sources may include existing cash, borrowings under the revolving portion of our credit facility, additional secured or unsecured financings, sales of common or preferred shares of the Parent Company in public offerings or private placements, additional issuances of debt securities, issuances of common or preferred units in our Operating Partnership in exchange for contributed properties and formations of joint ventures. We also may sell stores that have unattractive risk-adjusted returns and use the sales proceeds to fund other acquisitions.

Competition

Self-storage properties compete based on a number of factors, including location, rental rates, occupancy, security, suitability of the store’s design to prospective customers’ needs and the manner in which the store is operated and marketed. In particular, the number of competing self-storage properties in a market could have a material effect on our occupancy levels, rental rates and on the overall operating performance of our stores. We believe that the primary competition for potential customers of any of our self-storage properties comes from other ~~self-~~

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~~storage~~self-storage providers within a three-mile radius of that store. We believe our stores are well-positioned within their respective markets, and we emphasize customer service, convenience, security, professionalism and cleanliness.

Our key competitors include local and regional operators as well as the other public self-storage REITs, including Public Storage, Extra Space Storage Inc. ~~and~~, Life Storage, Inc. and National Storage Affiliates Trust. These companies, some of which operate significantly more stores than we do and have greater resources than we have, and other entities may be able to accept more risk than we determine is prudent for us, including risks with respect to the geographic proximity of investments and the payment of higher acquisition prices. This competition may reduce the number of suitable acquisition opportunities available to us, increase the price required to acquire stores and reduce the demand for self-storage space at our stores. Nevertheless, we believe that our experience in operating, managing, acquiring, developing and obtaining financing for self-storage properties should enable us to compete effectively.

Government Regulation

We are subject to various laws, ordinances and regulations, including regulations relating to lien sale rights and procedures and various federal, state and local regulations that apply generally to the ownership of real property and the operation of self-storage properties.

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Under the Americans with Disabilities Act of 1990 and applicable state accessibility act laws (collectively, the “ADA”), all places of public accommodation are required to meet federal requirements related to physical access and use by disabled persons. A number of other federal, state and local laws may also impose access and other similar requirements at our stores. A failure to comply with the ADA or similar state or local requirements could result in the governmental imposition of fines or the award of damages to private litigants affected by the noncompliance. Although we believe that our stores comply in all material respects with these requirements (or would be eligible for applicable exemptions from material requirements because of adaptive assistance provided), a determination that one or more of our stores or websites is not in compliance with the ADA or similar state or local requirements would result in the incurrence of additional costs associated with bringing them into compliance.

Under various federal, state and local laws, ordinances and regulations, an owner or operator of real property may become liable for the costs of removal or remediation of hazardous substances released on or in its property. These laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release of such hazardous substances. The presence of hazardous substances, or the failure to properly remediate such substances, when released, may adversely affect the property owner’s ability to sell the real estate or to borrow using the real estate as collateral, and may cause the property owner to incur substantial remediation costs. In addition to claims for cleanup costs, the presence of hazardous substances on a property could result in a claim by a private party for personal injury or a claim by an adjacent property owner or user for property damage. We may also become liable for the costs of removal or remediation of hazardous substances stored at our properties by a customer even though storage of hazardous substances would be without our knowledge or approval and in violation of the customer’s storage lease agreement with us.

Our practice is to conduct or obtain environmental assessments in connection with the acquisition or development of properties. Whenever the environmental assessment for one of our stores indicates that a store is impacted by soil or groundwater contamination from prior owners/operators or other sources, we work with our environmental consultants and, where appropriate, state governmental agencies, to ensure that the store is either cleaned up, that no cleanup is necessary because the low level of contamination poses no significant risk to public health or the environment, or that the responsibility for cleanup rests with a third party. In certain cases, we have purchased environmental liability insurance coverage to indemnify us against claims for contamination or other adverse environmental conditions that may affect a property.

We are not aware of any environmental cleanup liability that we believe will have a material adverse effect on us. We cannot provide assurance, however, that these environmental assessments and investigations have revealed or will reveal all potential environmental liabilities, that no prior owner created any material environmental condition not known to us or the independent consultant or that future events or changes in environmental laws will not result in the imposition of environmental liability on us.

We have not received notice from any governmental authority of any material noncompliance, claim or liability in connection with any of our stores, nor have we been notified of a claim for personal injury or property damage by a private party in connection with any of our stores relating to environmental conditions.

We are not aware of any environmental condition with respect to any of our stores that could reasonably be expected to have a material adverse effect on our financial condition or results of operations, and we do not expect that the cost of compliance with environmental regulations will have a material adverse effect on our financial condition or results of operations. We cannot provide assurance, however, that this will continue to be the case.

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Insurance

We carry comprehensive liability, fire, casualty, extended coverage and rental loss insurance covering all of the properties in our portfolio. We also carry environmental insurance coverage on certain stores in our portfolio. We believe the policy specifications and insured limits are appropriate and adequate given the relative risk of loss, the cost of the coverage and industry practice. We do not carry insurance for losses such as loss from riots, war or acts of God, and, in some cases, flood and environmental hazards, because such coverage is either not available or not available at commercially reasonable rates. Some of our policies, such as those covering losses due to terrorism, hurricanes, floods and earthquakes, are insured subject to limitations involving large deductibles or co-payments and policy limits that may not be sufficient to cover losses. Additionally, we use a combination of insurance products to provide risk mitigation for potential liabilities associated with automobiles, workers’ compensation, employment practices, general contractors, directors and officers, employee health-care benefits and personal injuries that might be sustained at our stores.

Offices

Our principal executive offices are located at 5 Old Lancaster Road, Malvern, PA 19355. Our telephone number is (610) 535-5000.

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~~Employees~~Human Capital

At CubeSmart, we refer to our employees as teammates, because collaboration towards shared goals defines our workplace. We care deeply about the experience our teammates have working with us. The CubeSmart work experience takes a holistic approach to our teammates’ total wellbeing at work. Our teammate value proposition includes promoting a sense of belonging to a team; providing opportunities to make a meaningful difference at work and in their communities; supporting our teammates’ ongoing personal and professional development; and offering competitive pay and rewards.

As of December 31, ~~2019,~~2020, CubeSmart employed 3,111 teammates, all within the United States. Of the total employees, 90% were hourly and 10% salaried; we ~~employed 3,011 employees,~~have no union presence or collective bargaining agreements. Our average teammate tenure as of ~~whom 390~~December 31, 2020 was 3.4 years.

Company Culture and Teammate Experience

We measure our teammates’ experience each year through our Teammate Engagement Survey. In 2020, our annual engagement survey had a 91% participation rate. Results are communicated within individual teams to share what we learned and discuss both the positive aspects about working at CubeSmart and where we have opportunities to improve. Supervisors work with their teams to create action plans that are specific to the engagement and wellbeing of the individuals within those teams. Through ongoing conversations and transparent commitment to continuous improvement, every CubeSmart teammate plays a role in building our company culture and making the experience working here the best it can be.

Teammate Development and Wellbeing

As part of our culture, it is our goal to help teammates grow with us and leverage their development both at CubeSmart and beyond. We believe in providing all teammates with training and development opportunities to succeed in their role. We plan, design and deliver training programs for all levels of the organization, from orientation and general job skills to enhancing leadership capabilities through skills trainings and mentoring. In 2020, we provided an average of 22 hours of training per teammate.

When recruiting new teammates, our talent management team engages with our store management teams to identify a pool of potential candidates to serve our customers and deliver best in class customer service. We recruited, hired and trained 1,274 teammates during the year ended December 31, 2020. Additionally, more than 370 teammates were ~~corporate executive~~promoted into new roles and/or transitioned into new positions to further their career development.

We believe that career growth and ~~administrative personnel~~personal development is an important part of our teammates’ personal and ~~2,621 were property-level personnel.~~professional success. To further support our teammates’ success, we offer a number of benefits aimed at supporting the wellbeing of our teammates and their families. Those benefits include: medical, dental, vision, disability and life insurance coverage. We also offer a variety of programs designed to provide teammates with the ability to rest, rejuvenate and take care of their families such as paid holidays, vacation and sick time, and parental leave. Our Employee Assistance Program is available to all teammates, providing extra support as they and their families experience life changes and challenges.

Another important part of our teammates’ wellbeing is their connection to a larger sense of purpose. We empower our teammates to find this with us and provide programs and opportunities for them. Our Idea Center provides a forum where teammates can submit ideas to enhance the workplace, streamline systems and processes and identify solutions and best practices. We encourage our teammates to participate in community service and philanthropy, and provide paid time off for teammates who participate in these activities. Also, through our matching gifts program, we match qualified charitable contributions made by teammates up to $100 per teammate each year.

Diversity, Equity and Inclusion

Our Philosophy Regarding Respect in the Workplace defines our approach to diversity, inclusion and treatment of differences. Our Philosophy is acknowledged by teammates and states:

At CubeSmart, we respect, value, and celebrate the unique attributes, characteristics and perspectives that make each teammate who they are. We believe that our ~~relations with~~business is better because of the diversity of participation, thought, and action that comes from the unique individuals who come to work here. Every teammate deserves the right to come to work as their authentic self. Our goal for CubeSmart is to be a place where people feel supported, listened to, and able to do their personal best. Our philosophy isn’t any different from our ~~employees~~philosophy regarding Customer interactions, namely to “treat our Customers as they want to be treated.” When it comes to our teammates, we ask that every teammate “treat our teammates as they want to be treated.”

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As of December 31, 2020, of our total teammate population, 54% are ~~good. Our employees~~female and 46% are ~~not unionized.~~male. Approximately 47% have self-identified as Black or African American, Hispanic or Latino, Asian, American Indian, or of two or more races. The average teammate age is 40; 43% of our teammates are 34 and younger while 36% of our teammates are 45 or older.

COVID-19 Update

The situation surrounding the COVID-19 virus in our country changed our business operations. Throughout the pandemic, we have closely monitored legal requirements and the advice of experts, and put actions into place as we found to be necessary. The goal of these actions was to find a way to still provide a differentiated CubeSmart customer experience while safeguarding the health of our teammates and customers in this ever-changing environment. The actions we took in 2020 to support the wellbeing of our teammates included:

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As self-storage was considered an essential business type from the onset of the pandemic, we kept our stores open in order for us to serve our customers, support our communities and, most importantly, provide work to our teammates. We made it a priority to adjust schedules to provide as many store teammates with full-time hours as possible. As a result, we did not furlough or eliminate roles as a direct impact of COVID-19.

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In March 2020, we introduced COVID Pay, offering eligible teammates up to two weeks of time off with pay should they be unable to work due to certain COVID-19-related circumstances outside of their control. This benefit will continue to be available to teammates in 2021.

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We adjusted our operational practices to minimize teammate and customer exposure and to reinforce social distancing. We provided personal protective equipment to meet newly established guidelines, including requiring face coverings nationwide.

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Our corporate office, sales center and divisional office teammates shifted to working remotely and were provided tools and training to support continued collaboration and delivery on our mission from their various locations.

Available Information

We file registration statements, proxy statements, ~~our~~ annual ~~report~~reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports with the SEC. You may obtain copies of these documents by accessing the SEC’s website at www.sec.gov. Our internet website address is www.cubesmart.com. You also can obtain on our website, free of charge, copies of our annual ~~report~~reports on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K and any amendments to those reports, after we electronically file such reports or amendments with, or furnish them to, the SEC. Our internet website and the information contained therein or connected thereto are not intended to be incorporated by reference into this Report.

Also available on our website, free of charge, are copies of our Code of Business Conduct and Ethics, our Corporate Governance Guidelines and the charters for each of the committees of our Board — the Audit Committee, the Corporate Governance and Nominating Committee and the Compensation Committee. Copies of each of these documents are also available in print free of charge, upon request by any shareholder. You can obtain copies of these documents by contacting Investor Relations by mail at 5 Old Lancaster Road, Malvern, PA 19355.

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ITEM 1A. RISK FACTORS

Overview

An investment in our securities involves various risks. Investors should carefully consider the risks set forth below together with other information contained in this Report. These risks are not the only ones that we may face. Additional risks not presently known to us, or that we currently consider immaterial, may also impair our business, financial condition, operating results and ability to make distributions to our shareholders.

Risks Related to our Business and Operations

Adverse macroeconomic and business conditions may significantly and negatively affect our rental rates, occupancy levels and therefore our results of operations.

We are susceptible to the effects of adverse macro-economic events that can result in higher unemployment, shrinking demand for products, large-scale business failures and tight credit markets. Our results of operations are sensitive to changes in overall economic conditions that impact consumer spending, including discretionary spending, as well as to increased bad debts due to recessionary pressures. Adverse economic conditions affecting disposable consumer income, such as employment levels, business conditions, interest rates, tax rates and fuel and energy costs, could reduce consumer spending or cause consumers to shift their spending to other products and services. A general reduction in the level of discretionary spending or shifts in consumer discretionary spending could adversely affect our growth and profitability.

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It is difficult to determine the breadth and duration of economic and financial market disruptions and the many ways in which they may affect our customers and our business in general. Nonetheless, financial and macroeconomic disruptions could have a significant adverse effect on our sales, profitability ~~and results of operations.~~

~~Many states and local jurisdictions are facing severe budgetary problems which may have an adverse impact on our business and financial results.~~

Many states and jurisdictions are facing severe budgetary problems. Action that may be taken in response to these problems, such as increases in property taxes on commercial properties, changes to sales taxes or other governmental efforts, including mandating medical insurance, paid time off and severance payments for employees, could adversely impact our business and results of operations.

Our financial performance is dependent upon economic and other conditions of the markets in which our stores are located.

We are susceptible to adverse developments in the markets in which we operate, such as business layoffs or downsizing, industry slowdowns, relocations of businesses, changing demographics and other factors. Our stores in ~~Florida,~~ New York, Florida, Texas and California accounted for approximately 16%, ~~16%~~15%, ~~10%~~9% and 8%, respectively, of our total ~~2019~~2020 revenues. As a result of this geographic concentration of our stores, we are particularly susceptible to adverse market conditions in these areas. Any adverse economic or real estate developments in these markets, or in any of the other markets in which we operate, or any decrease in demand for self-storage space resulting from the local business climate, could adversely affect our rental revenues, which could impair our ability to satisfy our debt service obligations and pay distributions to our shareholders.

Our business, financial condition,results of operations and share price have, and may continue to be, impacted by the COVID-19 pandemic and such impact could be materially adverse.

Since the first quarter of 2020, the world has been impacted by the spread of a novel strain of coronavirus and its variants and the disease that it causes known as COVID-19, which has resulted in global business disruptions and significant volatility in U.S. and international debt and equity markets. There continues to be significant uncertainty around the breadth and duration of business disruptions related to COVID-19, as well as its impact on the U.S. economy. The extent to which the COVID-19 pandemic ultimately impacts our business, results of operations, financial condition and share price will depend on numerous evolving factors, including, among others: the duration and scope of the pandemic; actions that have been and continue to be taken by governmental entities, individuals and businesses in response to the pandemic; the impact on economic activity from the pandemic and actions taken in response thereto; the impact on capital availability and costs of capital; the impact on our employees any other operational disruptions or difficulties we may face; and, the effect on our customers and their ability to make rental payments. Any of these events, individually or in aggregate, could have a material adverse impact on the Company’s business, financial condition, results of operations and share price.

We face risks associated with property acquisitions.

We intend to continue to acquire individual and portfolios of self-storage properties. The purchase agreements that we enter into in connection with acquisitions typically contain closing conditions that need to be satisfied before the acquisitions can be consummated. The satisfaction of many of these conditions is outside of our control, and we therefore cannot assure that any of our pending or future acquisitions will be consummated. These conditions include, among other things, satisfactory examination of the title, zoning and entitlements to the properties, the ability to obtain title insurance and customary closing deliverables and conditions. Moreover, in the

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event we are unable to complete pending or future acquisitions, we may have incurred significant legal, accounting, due diligence and other transaction costs in connection with such acquisitions without realizing the expected benefits.

Those acquisitions that we do consummate would increase our size and may potentially alter our capital structure. Although we believe that future acquisitions that we complete will enhance our financial performance, the success of acquisitions is subject to the risks that:

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acquisitions may fail to perform as expected;

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the actual costs of repositioning or redeveloping acquired properties may be higher than our estimates;

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we may be unable to obtain acquisition financing on favorable terms;

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acquisitions may be located in new markets where we may have limited knowledge and understanding of the local economy, an absence of business relationships in the area or an unfamiliarity with local governmental and permitting procedures; and

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there is only limited recourse, or no recourse, to the former owners of newly acquired properties for unknown or undisclosed liabilities such as the clean-up of undisclosed environmental contamination; claims by customers, vendors or other persons arising on account of actions or omissions of the former owners of the properties; and claims by local governments, adjoining property owners, property owner associations and easement holders for fees, assessments or taxes on other property-related changes. As a result, if a liability were asserted against us based upon ownership of an acquired property, we might be required to pay significant sums to settle it, which could adversely affect our financial results and cash flow.

In addition, we often do not obtain third-party appraisals of acquired properties and instead rely on internal value ~~determinations by our senior management.~~determinations.

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We will incur costs and will face integration challenges when we acquire additional stores.

As we acquire or develop additional self-storage properties and bring additional self-storage properties onto our ~~third party~~third-party management platform, we will be subject to risks associated with integrating and managing new stores, including customer retention and mortgage default risks. In the case of a large portfolio purchase, we could experience strains in our existing ~~information~~systems and management ~~capacity.~~capacities. In addition, acquisitions or developments may cause disruptions in our operations and divert management’s attention away from day-to-day operations. Furthermore, our income may decline because we will be required to depreciate/amortize in future periods costs for acquired real property and intangible assets. Our failure to successfully integrate any future acquisitions into our portfolio could have an adverse effect on our operating costs and our ability to make distributions to our shareholders.

The acquisition of new stores that lack operating history with us will make it more difficult to predict revenue potential.

We intend to continue to acquire additional stores. These acquisitions could fail to perform in accordance with expectations. If we fail to accurately estimate occupancy levels, rental rates, operating costs or costs of improvements to bring an acquired store up to the standards established for our intended market position, the performance of the store may be below expectations. Acquired stores may have characteristics or deficiencies affecting their valuation or revenue potential that we have not yet discovered. We cannot assure that the performance of stores acquired by us will increase or be maintained under our management.

Our development activities may be more costly or difficult to complete than we anticipate.

We intend to continue to develop self-storage properties where market conditions warrant such investment. Once made, these investments may not produce results in accordance with our expectations. Risks associated with development and construction activities include:

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the unavailability of favorable financing sources in the debt and equity markets;

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construction cost overruns, including on account of rising interest rates, diminished availability of materials and labor, and increases in the costs of materials and labor;

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construction delays and failure to achieve target occupancy levels and rental rates, resulting in a lower than projected return on our investment; and

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complications (including building moratoriums and anti-growth legislation) in obtaining necessary zoning, occupancy and other governmental permits.

We depend on external sources of capital that are outside of our control; the unavailability of capital from external sources could adversely affect our ability to acquire or develop stores, satisfy our debt obligations and/or make distributions to shareholders.

We depend on external sources of capital to fund acquisitions and development, to satisfy our debt obligations and to make distributions to our shareholders required to maintain our status as a REIT, and these sources of capital may not be available on favorable terms, if at all. Our access to external sources of capital depends on a number of factors, including the market’s perception of our growth potential, our current and potential future earnings and our ability to continue to qualify as a REIT for federal income tax purposes. If we are unable to obtain external sources of capital, we may not be able to acquire or develop properties when strategic opportunities exist, satisfy our debt obligations, make distributions to shareholders that would permit us to qualify as a REIT or avoid paying tax on our REIT taxable income.

~~We may incur impairment charges.~~

We evaluate on a quarterly basis our real estate portfolio for indicators of impairment. Impairment charges reflect management’s judgment of the probability and severity of the decline in the value of real estate assets we own. These charges and provisions may be required in the future as a result of factors beyond our control, including, among other things, changes in the economic environment and market conditions affecting the value of real property assets or natural or man-made disasters. If we are required to take impairment charges, our results of operations will be adversely impacted.

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~~Rising operating expenses could reduce our cash flow and funds available for future distributions.~~

Our stores and any other stores we acquire or develop in the future are, and will be, subject to operating risks common to real estate in general, any or all of which may negatively affect us. Our stores are subject to increases in operating expenses such as real estate and other taxes, personnel costs including the cost of providing specific medical coverage and governmental mandated benefits to our employees, utilities, insurance, administrative expenses and costs for repairs and maintenance. If operating expenses increase without a corresponding increase in revenues, our profitability could diminish and limit our ability to make distributions to our shareholders.

~~We cannot assure our ability to pay dividends in the future.~~

Historically, we have paid quarterly distributions to our shareholders, and we intend to continue to pay quarterly dividends and to make distributions to our shareholders in amounts such that all or substantially all of our taxable income in each year, subject to certain adjustments, is distributed. This, along with other factors, should enable us to continue to qualify for the tax benefits accorded to a REIT under the Internal Revenue Code. We have not established a minimum dividends payment level, and all future distributions will be made at the discretion of our Board. Our ability to pay dividends will depend upon, among other factors:

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~~the operational and financial performance of our stores;~~

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~~capital expenditures with respect to existing and newly acquired stores;~~

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~~general and administrative costs associated with our operation as a publicly-held REIT;~~

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~~maintenance of our REIT status;~~

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~~the amount of, and the interest rates on, our debt;~~

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~~the absence of significant expenditures relating to environmental and other regulatory matters; and~~

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~~other risk factors described in this Report.~~

Certain of these matters are beyond our control and any significant difference between our expectations and actual results could have a material adverse effect on our cash flow and our ability to make distributions to shareholders.

If we are unable to promptly re-let our cubes or if the rates upon such re-letting are significantly lower than expected, our business and results of operations would be adversely affected.

We derive revenues principally from rents received from customers who rent cubes at our self-storage properties under month-to-month leases. Any delay in re-letting cubes as vacancies arise would reduce our revenues and harm our operating results. In addition, lower than expected rental rates upon re-letting could adversely affect our revenues and impede our growth.

Store ownership through joint ventures may limit our ability to act exclusively in our interest.

We co-invest with, and we may continue to co-invest with, third parties through joint ventures. In any such joint venture, we may not be in a position to exercise sole decision-making authority regarding the stores owned through joint ventures. Investments in joint ventures may, under certain circumstances, involve risks not present when a third party is not involved, including the possibility that joint venture partners might become bankrupt or fail to fund their share of required capital contributions. Joint venture partners may have business interests or goals that are inconsistent with our business interests or goals and may be in a position to take actions contrary to our policies or objectives. Such investments also have the potential risk of impasse on strategic decisions, such as a sale, in cases where neither we nor the joint venture partner would have full control over the joint venture. In other circumstances, joint venture partners may have the ability without our agreement to make certain major decisions, including decisions about sales, capital expenditures, and/or financing. Any disputes that may arise between us and our joint venture partners could result in litigation or arbitration that could increase our expenses and distract our officers and/or Trustees from focusing their time and effort on our business. In addition, we might in certain circumstances be liable for the actions of our joint venture partners, and the activities of a joint venture could adversely affect our ability to qualify as a REIT, even though we do not control the joint venture.

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We face significant competition for customers and acquisition and development opportunities.

Actions by our competitors may decrease or prevent increases of the occupancy and rental rates of our stores. We compete with numerous developers, owners and operators of self-storage properties, including other REITs, as well as on-demand storage providers, some of which own or may in the future own stores similar to ours in the same submarkets in which our stores are located and some of which may have greater capital resources. In addition, due to the relatively low cost of each individual self-storage property, other developers, owners and operators have the capability to build additional stores that may compete with our stores.

If our competitors build new stores that compete with our stores or offer space at rental rates below the rental rates we currently charge our customers, we may lose potential customers, and we may be pressured to reduce our rental rates below those we currently charge in order to retain customers when our customers’ leases expire. As a result, our financial condition, cash flow, cash available for distribution, market price of our shares and ability to satisfy our debt service obligations could be materially adversely affected. In addition, increased competition for customers may require us to make capital improvements to our stores that we would not have otherwise made. Any unbudgeted capital improvements we undertake may reduce cash available for distributions to our shareholders.

We also face significant competition for acquisitions and development opportunities. Some of our competitors have greater financial resources than we do and a greater ability to borrow funds to acquire stores. These competitors may also be willing to accept more risk than we can prudently manage, including risks with respect to the geographic proximity of investments and the payment of higher acquisition prices. This competition for investments may reduce the number of suitable investment opportunities available to us, may increase acquisition costs and may reduce demand for self-storage space in certain areas where our stores are located and, as a result, adversely affect our operating results.

~~We may become subject to litigation or threatened litigation which may divert management’s time and attention, require us to pay damages and expenses or restrict the operation~~Table of ~~our business.~~Contents

We may become subject to disputes with commercial parties with whom we maintain relationships or other parties with whom we do business. Any such dispute could result in litigation between us and the other parties. Whether or not any dispute actually proceeds to litigation, we may be required to devote significant management time and attention to its successful resolution (through litigation, settlement or otherwise), which would detract from our management’s ability to focus on our business. Any such resolution could involve the payment of damages or expenses by us, which may be significant. In addition, any such resolution could involve our agreement with terms that restrict the operation of our business.

There are other commercial parties, at both a local and national level, that may assert that our use of our brand names and other intellectual property conflict with their rights to use brand names, internet domains and other intellectual property that they consider to be similar to ours. Any such commercial dispute and related resolution would involve all of the risks described above, including, in particular, our agreement to restrict the use of our brand name or other intellectual property.

We also could be sued for personal injuries and/or property damage occurring on our properties. We maintain liability insurance with limits that we believe are adequate to provide for the defense and/or payment of any damages arising from such lawsuits. There can be no assurance that such coverage will cover all costs and expenses from such suits.

~~Legislative actions and changes may cause our general and administrative costs and compliance costs to increase.~~

In order to comply with laws adopted by federal, state or local government or regulatory bodies, we may be required to increase our expenditures and hire additional personnel and additional outside legal, accounting and advisory services, all of which may cause our general and administrative and compliance costs to increase. Significant workforce-related legislative changes could increase our expenses and adversely affect our operations. Examples of possible workforce-related legislative changes include changes to an employer's obligation to recognize collective bargaining units, the process by which collective bargaining agreements are negotiated or imposed, minimum wage requirements and health care and medical and family leave mandates. In addition, changes in the regulatory environment affecting health care reimbursements, and increased compliance costs related to enforcement of federal and state wage and hour statutes and common law related to overtime, among others, could cause our expenses to increase without an ability to pass through any increased expenses through higher prices.

Potential losses may not be covered by insurance.

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insured limits are appropriate and adequate given the relative risk of loss, the cost of the coverage and industry practice. We do not carry insurance for losses such as loss from riots, war or acts of God, and, in some cases, flood and environmental hazards, because such coverage is either not available or is not available at commercially reasonable rates. Some of our policies, such as those covering losses due to terrorism, hurricanes, floods and earthquakes, are insured subject to limitations involving large deductibles or co-payments and policy limits that may not be sufficient to cover losses. If we experience a loss at a store that is uninsured or that exceeds policy limits, we could lose the capital invested in that store as well as the anticipated future cash flows from that store. Inflation, changes in building codes and ordinances, environmental considerations and other factors also might make it impractical or undesirable to use insurance proceeds to replace a store after it has been damaged or destroyed. In addition, if the damaged stores are subject to recourse indebtedness, we would continue to be liable for the indebtedness, even if these stores were irreparably damaged.

Additionally, we use a combination of insurance products, some of which include deductibles and self-insured retention amounts, to provide risk mitigation for potential liabilities associated with automobiles, workers’ compensation, employment practices, general contractors, cyber risks, crime, directors and officers, employee health-care benefits and personal injuries that might be sustained at our stores. Liabilities associated with the risks that are retained by us are estimated, in part, by considering historical claims experience and actuarial assumptions. Our results of operations could be materially impacted by claims and other expenses related to such insurance plans if future occurrences and claims differ from these assumptions and historical trends.

Our insurance coverage may not comply with certain loan requirements.

Certain of our stores serve as collateral for our mortgage-backed debt, some of which we assumed in connection with our acquisition of stores and requires us to maintain insurance, deductibles, retentions and other policy terms at levels that are not commercially reasonable in the current insurance environment. We may be unable to obtain required insurance coverage if the cost and/or availability make it impractical or impossible to comply with debt covenants. If we cannot comply with a lender’s requirements, the lender could declare a default, which could affect our ability to obtain future financing and have a material adverse effect on our results of operations and cash flows and our ability to obtain future financing. In addition, we may be required to self-insure against certain losses or our insurance costs may increase.

Potential liability for environmental contamination could result in substantial costs.

We are subject to federal, state and local environmental regulations that apply generally to the ownership of real property and the operation of self-storage properties. If we fail to comply with those laws, we could be subject to significant fines or other governmental sanctions.

Under various federal, state and local laws, ordinances and regulations, an owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances or petroleum product releases at a property and may be held liable to a governmental entity or to third parties for property damage and for investigation and clean-up costs incurred by such parties in connection with contamination. Such liability may be imposed whether or not the owner or operator knew of, or was responsible for, the presence of these hazardous or toxic substances. The cost of investigation, remediation or removal of such substances may be substantial, and the presence of such substances, or the failure to properly remediate such substances, may adversely affect our ability to sell or rent such property or to borrow using such property as collateral. In addition, in connection with the ownership, operation and management of properties, we are potentially liable for property damage or injuries to persons and property.

Our practice is to conduct or obtain environmental assessments in connection with the acquisition or development of additional stores. We carry environmental insurance coverage on certain stores in our portfolio. We obtain or examine environmental assessments from qualified and reputable environmental consulting firms (and intend to conduct such assessments prior to the acquisition or development of additional stores). The environmental assessments received to date have not revealed, nor do we have actual knowledge of, any environmental liability that we believe will have a material adverse effect on us. However, we cannot assure that our environmental assessments have identified or will identify all material environmental conditions, that any prior owner of any property did not create a material environmental condition not actually known to us, that environmental conditions on neighboring properties will not have an impact on any of our properties, or that a material environmental condition does not otherwise exist with respect to any of our properties.

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Americans with Disabilities Act and applicable state accessibility act compliance may require unanticipated expenditures.

Under the ADA, all places of public accommodation are required to meet federal requirements related to access and use by disabled persons. A number of other federal, state and local laws may also impose access and other similar requirements at our properties or websites. A failure to comply with the ADA or similar state or local requirements could result in the governmental imposition of fines or the award of damages to private litigants affected by the noncompliance. Although we believe that our properties and websites comply in

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all material respects with these requirements (or would be eligible for applicable exemptions from material requirements because of adaptive assistance provided), a determination that one or more of our properties or websites is not in compliance with the ADA or similar state or local requirements would result in the incurrence of additional costs associated with bringing the properties or websites into compliance. If we are required to make substantial modifications to comply with the ADA or similar state or local requirements, we may be required to incur significant unanticipated expenditures, which could have an adverse effect on our operating costs and our ability to make distributions to our shareholders.

~~Privacy concerns could result in regulatory changes that may harm our business.~~

Personal privacy has become a significant issue in the jurisdictions in which we operate. Many jurisdictions in which we operate, including California and New York, have imposed restrictions and requirements on the use of personal information by those collecting such information. The regulatory framework for privacy issues is rapidly evolving and future enactment of more restrictive laws, rules or regulations and/or future enforcement actions or investigations could have a materially adverse impact on us through increased costs or restrictions on our business. Failure to comply with such laws and regulations could result in consent orders or regulatory penalties and significant legal liability, including fines, which could damage our reputation and have an adverse effect on our results of operations or financial condition.

We face system security risks as we depend upon automated processes and the internet, which could damage our reputation, cause us to incur substantial additional costs and become subject to litigation if our systems or processes are penetrated.

We are increasingly dependent upon automated information technology processes and internet commerce, and many of our new customers come from the telephone or over the internet. Moreover, the nature of our business involves the receipt and retention of personal information about our customers. We also rely extensively on third-party vendors to retain data, process transactions and provide other systems and services. These systems, and our systems, are subject to damage or interruption from power outages, computer and telecommunications failures, computer viruses, malware and other destructive or disruptive security breaches and catastrophic events, such as a natural disaster or a terrorist event or cyber-attack. In addition, experienced computer programmers and hackers may be able to penetrate our security systems and misappropriate our confidential information, create system disruptions or cause shutdowns. Such data security breaches as well as system disruptions and shutdowns could result in additional costs to repair or replace such networks or information systems and possible legal liability, including government enforcement actions and private litigation. In addition, our customers could lose confidence in our ability to protect their personal information, which could cause them to discontinue leasing at our stores.

If we are unable to attract and retain team members or contract with third parties having the specialized skills or technologies needed to support our systems, implement improvements to our customer-facing technology in a timely manner, allow accurate visibility to product availability when customers are ready to rent, quickly and efficiently fulfill our customers rental and payment methods they demand or provide a convenient and consistent experience for our customers regardless of the ultimate sales channel, our ability to compete and our results of operations could be adversely affected.

~~Terrorist attacks, active shooter incidents and other acts of violence or war may adversely impact our performance and may affect the markets on which our securities are traded.~~

Terrorist attacks at or against our stores, the United States or our interests, may negatively impact our operations and the value of our securities. Attacks, armed conflicts or active-shooter situations could negatively impact the demand for self-storage and increase the cost of insurance coverage for our stores, which could reduce our profitability and cash flow. Furthermore, any terrorist attacks, armed conflicts or active-shooter situations could result in increased volatility in or damage to the United States and worldwide financial markets and economy.

Risks Related to the Real Estate Industry

Our performance and the value of our self-storage properties are subject to risks associated with our properties and with the real estate industry.

Our rental revenues, operating costs and the value of our real estate assets, and consequently the value of our securities, are subject to the risk that if our stores do not generate revenues sufficient to meet our operating expenses, including debt service and capital expenditures, our cash flow and ability to pay distributions to our shareholders will be adversely affected. Events or conditions beyond our control that may adversely affect our operations or the value of our properties include but are not limited to:

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downturns in the national, regional and local economic climate;

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local or regional oversupply, increased competition or reduction in demand for self-storage space;

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vacancies or changes in market rents for self-storage space;

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inability to collect rent from customers;

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increased operating costs, including maintenance, personnel, insurance premiums, customer acquisition costs and real estate taxes;

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changes in interest rates and availability of financing;

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hurricanes, earthquakes and other natural disasters, civil disturbances, terrorist acts or acts of war that may result in uninsured or underinsured losses;

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significant expenditures associated with acquisitions and development projects, such as debt service payments, real estate taxes, insurance and maintenance costs which are generally not reduced when circumstances cause a reduction in revenues from a property;

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costs of complying with changes in laws and governmental regulations, including those governing usage, zoning, the environment and taxes; and

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the relative illiquidity of real estate investments.

In addition, prolonged periods of economic slowdown or recession, rising interest rates, declining demand for self-storage or the public perception that any of these events may occur, could result in a general decline in rental revenues, which could impair our ability to satisfy our debt service obligations and to make distributions to our shareholders.

Rental revenues are significantly influenced by demand for self-storage space generally, and a decrease in such demand would likely have a greater adverse effect on our rental revenues than if we owned a more diversified real estate portfolio.

Because our real estate portfolio consists primarily of self-storage properties, we are subject to risks inherent in investments in a single industry. A decrease in the demand for self-storage space would have a greater adverse effect on our rental revenues than if we owned a more diversified real estate portfolio. Demand for self-storage space could be adversely affected by weakness in the national, regional and local economies, changes in supply of, or demand for, similar or competing self-storage properties in an area and the excess amount of self-storage space in a particular market. To the extent that any of these conditions occur, they are likely to affect market rents for self-storage space, which could cause a decrease in our rental revenue. Any such decrease could impair our ability to satisfy debt service obligations and make distributions to our shareholders.

Because real estate is illiquid, we may not be able to sell properties when appropriate.

Real estate property investments generally cannot be sold quickly. Also, the tax laws applicable to REITs require that we hold our properties for investment, rather than for sale in the ordinary course of business, which may cause us to forgo or defer sales of properties that otherwise would be in our best interest. Therefore, we may not be able to dispose of properties promptly, or on favorable terms, in response to economic or other market conditions, which may adversely affect our financial position.

Risks Related to our Qualification and Operation as a REIT

Failure to qualify as a REIT would subject us to U.S. federal income tax which would reduce the cash available for distribution to our shareholders.

We operate our business to qualify to be taxed as a REIT for federal income tax purposes. We have not requested and do not plan to request a ruling from the IRS that we qualify as a REIT, and the statements in this Report are not binding on the IRS or any court. As a REIT, we generally will not be subject to federal income tax on the income that we distribute currently to our shareholders. Many of the REIT requirements, however, are highly technical and complex. The determination that we are a REIT requires an analysis of various factual matters and circumstances that may not be totally within our control. For example, to qualify as a REIT, at least 95% of our gross

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income must come from specific passive sources, such as rent, that are itemized in the REIT tax laws. In addition, to qualify as a REIT, we cannot own specified amounts of debt and equity securities of some issuers. We also are required to distribute to our shareholders with respect to each year at least 90% of our REIT taxable income, excluding net capital gains. The fact that we hold substantially all of our assets through the Operating Partnership and its subsidiaries and joint ventures further complicates the application of the REIT requirements for us. Even a technical or inadvertent mistake could jeopardize our REIT status, and, given the highly complex nature of the rules governing REITs and the ongoing importance of factual determinations, we cannot provide any assurance that we will continue to qualify as a REIT. Changes to rules governing REITs were made by legislation commonly known as the Tax Cuts and Jobs Act (the “TCJA”) and the Protecting Americans From Tax Hikes Act of 2015, signed into law on December 22, 2017 and December 18, 2015, respectively, and Congress and the IRS might make further changes to the tax laws and regulations, and the courts might issue new rulings that make it more difficult, or impossible, for us to remain qualified as a REIT. If we fail to qualify as a REIT for federal income tax purposes and are able to avail ourselves of one or more of the statutory savings provisions in order to maintain our REIT status, we would nevertheless be required to pay penalty taxes of $50,000 or more for each such failure.

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If we fail to qualify as a REIT for federal income tax purposes, and are unable to avail ourselves of certain savings provisions set forth in the Internal Revenue Code, we would be subject to federal income tax at regular corporate rates on all of our income. As a taxable corporation, we would not be allowed to take a deduction for distributions to shareholders in computing our taxable income or pass through long-term capital gains to individual shareholders at favorable rates. ~~For tax years beginning before January 1, 2018, we~~We also could be subject to ~~the federal alternative minimum tax and possibly~~ increased state and local taxes. We would not be able to elect to be taxed as a REIT for four years following the year we first failed to qualify unless the IRS were to grant us relief under certain statutory provisions. If we failed to qualify as a REIT, we would have to pay significant income taxes, which would reduce our net earnings available for investment or distribution to our shareholders. This likely would have a significant adverse effect on our earnings and likely would adversely affect the value of our securities. In addition, we would no longer be required to pay any distributions to shareholders.

Furthermore, we owned a subsidiary REIT (“PSI”) that was liquidated on December 31, 2018. Prior to liquidation, PSI was independently subject to, and was required to comply with, the same REIT requirements that we must satisfy in order to qualify as a REIT, together with all other rules applicable to REITs. If PSI failed to qualify as a REIT during our period of ownership, and certain statutory relief provisions do not apply, as a result of a protective election made jointly by PSI and CubeSmart, PSI ~~will~~should be taxed as a taxable REIT subsidiary. See the section entitled “Taxation of CubeSmart−Requirements for Qualification−Taxable REIT Subsidiaries” in Exhibit 99.1 for more information regarding taxable REIT subsidiaries.

Failure of the Operating Partnership (or a subsidiary partnership or joint venture) to be treated as a partnership would have serious adverse consequences to our shareholders.

If the IRS were to successfully challenge the tax status of the Operating Partnership or any of its subsidiary partnerships or joint ventures for federal income tax purposes, the Operating Partnership or the affected subsidiary partnership or joint venture would be taxable as a corporation. In such event, we would cease to qualify as a REIT and the imposition of a corporate tax on the Operating Partnership, a subsidiary partnership or joint venture would reduce the amount of cash available for distribution from the Operating Partnership to us and ultimately to our shareholders.

To maintain our REIT status, we may be forced to borrow funds on a short-term basis during unfavorable market conditions.

As a REIT, we are subject to certain distribution requirements, including the requirement to distribute 90% of our REIT taxable income, excluding net capital gains, which may result in our having to make distributions at a disadvantageous time or to borrow funds at unfavorable rates. Compliance with this requirement may hinder our ability to operate solely on the basis of maximizing profits.

We will pay some taxes even if we qualify as a REIT, which will reduce the cash available for distribution to our shareholders.

Even if we qualify as a REIT for federal income tax purposes, we will be required to pay certain federal, state and local taxes on our income and property. For example, we will be subject to income tax to the extent we distribute less than 100% of our REIT taxable income, including capital gains. Additionally, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which dividends paid by us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years. Moreover, if we have net income from “prohibited transactions,” that income will be subject to a 100% penalty tax. In general, prohibited transactions are sales or other dispositions of property held primarily for sale to customers in the ordinary course of business. The determination as to whether a particular sale is a prohibited transaction depends on the facts and circumstances related to that sale. We cannot guarantee that sales of our properties would not be prohibited transactions unless we comply with certain statutory safe-harbor provisions.

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In addition, any net taxable income earned directly by our taxable REIT subsidiaries, or through entities that are disregarded for federal income tax purposes as entities separate from our taxable REIT subsidiaries, will be subject to federal and possibly state corporate income tax. We have elected to treat some of our subsidiaries as taxable REIT subsidiaries, and we may elect to treat other subsidiaries as taxable REIT subsidiaries in the future. In this regard, several provisions of the laws applicable to REITs and their subsidiaries ensure that a taxable REIT subsidiary will be subject to an appropriate level of federal income taxation. For example, a taxable REIT subsidiary is limited in its ability to deduct certain interest payments made to an affiliated REIT. In addition, the REIT has to pay a 100% penalty tax on some payments that it receives or on some deductions taken by a taxable REIT subsidiary if the economic arrangements between the REIT, the REIT’s customers, and the taxable REIT subsidiary are not comparable to similar arrangements between unrelated parties. Finally, some state and local jurisdictions may tax some of our income even though as a REIT we are not subject to federal income tax on that income because not all states and localities follow the federal income tax treatment of REITs. To the extent that we and our affiliates are required to pay federal, state and local taxes, we will have less cash available for distributions to our shareholders.

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We face possible federal, state and local tax audits.

Because we are organized and qualify as a REIT, we are generally not subject to federal income taxes, but are subject to certain state and local taxes. Certain entities through which we own real estate either have undergone, or are currently undergoing, tax audits. Although we believe that we have substantial arguments in favor of our positions in the ongoing audits, in some instances there is no controlling precedent or interpretive guidance on the specific point at issue. Collectively, tax deficiency notices received to date from the jurisdictions conducting the ongoing audits have not been material. However, there can be no assurance that future audits will not occur with increased frequency or that the ultimate result of such audits will not have a material adverse effect on our results of operations.

Legislative or regulatory tax changes related to REITs could materially and adversely affect our business.

At any time, the federal income tax laws or regulations governing REITs or the administrative interpretations of those laws or regulations may be changed, possibly with retroactive effect. We cannot predict if or when any new federal income tax law, regulation or administrative interpretation, or any amendment to any existing federal income tax law, regulation or administrative interpretation, will be adopted, promulgated or become effective or whether any such law, regulation or interpretation may take effect retroactively. We and our shareholders could be adversely affected by any such change in, or any new, federal income tax law, regulation or administrative interpretation.

~~The~~For example, the TCJA made significant changes to the U.S. federal income tax rules for taxation of individuals and corporations, generally effective for taxable years beginning after December 31, 2017. In addition to reducing corporate and non-corporate tax rates, the TCJA ~~made changes to the number of provisions~~eliminated or restricted various deductions. One such deduction limitation was a general limitation of the ~~Code~~deduction for net business interest expense in excess of 30% (50% for non-partnership entities for their 2019 and 2020 taxable years and for partnerships for their 2020 taxable years under the Coronavirus Aid, Relief and Economic Security Act of 2020) of a business’s “adjusted taxable income,” except for taxpayers that ~~may affect the taxation~~engage in certain real estate businesses and elect out of ~~REITs and their security holders. While the changes in the TCJA generally appear to be favorable~~this rule (provided that such electing taxpayers must use an alternative depreciation system with respect to REITs, certain changes to the U.S. federal income tax laws enacted by the TCJA could have a material and adverse effect on us. For example, certain changes in law pursuant to the TCJA could reduce the relative competitive advantage of operating as a REIT as compared with operating as a C corporation, including by:

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~~reducing the rate of tax applicable to individuals and C corporations, which could reduce the relative attractiveness of the generally single level of taxation on REIT distributions;~~

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~~permitting immediate expensing of capital expenditures, which could likewise reduce the relative attractiveness of the REIT taxation regime; and~~

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~~limiting the deductibility of interest expense, which could increase the distribution requirement of REITs.~~

longer depreciation periods). Most of the changes applicable to individuals ~~are~~were temporary and apply only to taxable years beginning after December 31, 2017 and before January 1, 2026. The TCJA made numerous large and small changes to the tax rules that do not affect ~~REITs~~the REIT qualification rules directly but may otherwise affect us or our ~~shareholders and may indirectly affect us.~~shareholders.

Shareholders are urged to consult with their tax advisors with respect to the status of the TCJA and any other regulatory or administrative developments and proposals and their potential effect on investment in our capital stock.

Dividends paid by REITs do not qualify for the reduced tax rates provided under current law.

Dividends paid by REITs are generally not eligible for the reduced 15% maximum tax rate for dividends paid to individuals (20% for those with taxable income above certain thresholds that are adjusted annually under current law). The more favorable rates applicable to regular corporate dividends could cause shareholders who are individuals to perceive investments in REITs to be relatively less attractive

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than investments in the stock of non-REIT corporations that pay dividends to which more favorable rates apply, which could reduce the value of REIT stocks.

Legislation modifies the rules applicable to partnership tax audits.

The Bipartisan Budget Act of 2015 ~~effective for taxable years beginning after December 31, 2017,~~ requires our Operating Partnership and any subsidiary partnership to pay the hypothetical increase in partner-level taxes (including interest and penalties) resulting from an adjustment of partnership tax items on audit or in other tax proceedings, unless the partnership elects an alternative method under which the taxes resulting from the adjustment (and interest and penalties) are assessed at the partner level. ~~Many uncertainties~~Uncertainties remain as to the application of these rules, including the application of the alternative method to partners that are REITs, and the impact they will have on us. However, it is possible that partnerships in which we invest may be subject to U.S. federal income tax, interest and penalties in the event of a U.S. federal income tax audit as a result of these law changes.

Risks Related to our Debt Financings

We face risks related to current debt maturities, including refinancing risk.

Certain of our mortgages, bank loans and unsecured debt (including our senior notes) will have significant outstanding balances on their maturity dates, commonly known as “balloon payments.” We may not have the cash resources available to repay those amounts, and we may have to raise funds for such repayment either through the issuance of equity or debt securities, additional bank borrowings (which may include extension of maturity dates), joint ventures or asset sales. Furthermore, we are restricted from incurring certain additional

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indebtedness and making certain other changes to our capital and debt structure under the terms of the senior notes and the indenture governing the senior notes.

There can be no assurance that we will be able to refinance our debt on favorable terms or at all. To the extent we cannot refinance debt on favorable terms or at all, we may be forced to dispose of properties on disadvantageous terms or pay higher interest rates, either of which would have an adverse impact on our financial performance and ability to pay dividends to our shareholders.

As a result of our interest rate hedges, swap agreements and other, similar arrangements, we face counterparty risks.

We may be exposed to the potential risk of counterparty default or non-payment with respect to interest rate hedges, swap agreements, floors, caps and other interest rate hedging contracts that we may enter into from time to time, in which event we could suffer a material loss on the value of those agreements. Although these agreements may lessen the impact of rising interest rates on us, they also expose us to the risk that other parties to the agreements will not perform or that we cannot enforce the agreements. There is no assurance that our potential counterparties on these agreements will perform their obligations under such agreements.

Financing our future growth plan or refinancing existing debt maturities could be impacted by negative capital market conditions.

From time to time, domestic financial markets experience volatility and uncertainty. At times in recent years liquidity has tightened in the domestic financial markets, including the investment grade debt and equity capital markets from which we historically sought financing. Consequently, there is greater uncertainty regarding our ability to access the credit markets in order to attract financing on reasonable terms; there can be no assurance that we will be able to continue to issue common or preferred equity securities at a reasonable price. Our ability to finance new acquisitions and refinance future debt maturities could be adversely impacted by our inability to secure permanent financing on reasonable terms, if at all.

The terms and covenants relating to our indebtedness could adversely impact our economic performance.

Like other real estate companies that incur debt, we are subject to risks associated with debt financing, such as the insufficiency of cash flow to meet required debt service payment obligations and the inability to refinance outstanding indebtedness at maturity. If our debt cannot be paid, refinanced or extended at maturity, we may not be able to make distributions to shareholders at expected levels or at all and may not be able to acquire new stores. Failure to make distributions to our shareholders could result in our failure to qualify as a REIT for federal income tax purposes. Furthermore, an increase in our interest expense could adversely affect our cash flow and ability to make distributions to shareholders. If we do not meet our debt service obligations, any stores securing such indebtedness could be foreclosed on, which would have a material adverse effect on our cash flow and ability to make distributions and, depending on the number of stores foreclosed on, could threaten our continued viability.

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Our Credit Facility (defined below) contains (and any new or amended facility we may enter into from time to time will likely contain) customary affirmative and negative covenants, including financial covenants that, among other things, require us to comply with certain liquidity and other tests. Our ability to borrow under the Credit Facility is (and any new or amended facility we may enter into from time to time will be) subject to compliance with such financial and other covenants. In the event that we fail to satisfy these covenants, we would be in default under the Credit Facility and may be required to repay such debt with capital from other sources. Under such circumstances, other sources of debt or equity capital may not be available to us, or may be available only on unattractive terms. Moreover, the presence of such covenants in our credit agreements could cause us to operate our business with a view toward compliance with such covenants, which might not produce optimal returns for shareholders. Similarly, the indenture under which we have issued unsecured senior notes contains customary financial covenants, including limitations on incurrence of additional indebtedness.

Increases in interest rates on variable-rate indebtedness would increase our interest expense, which could adversely affect our cash flow and ability to make distributions to shareholders. Rising interest rates could also restrict our ability to refinance existing debt when it matures. In addition, an increase in interest rates could decrease the amounts that third parties are willing to pay for our assets, thereby limiting our ability to alter our portfolio promptly in relation to economic or other conditions.

Our organizational documents contain no limitation on the amount of debt we may incur. As a result, we may become highly leveraged in the future.

Our organizational documents do not limit the amount of indebtedness that we may incur. We could alter the balance between our total outstanding indebtedness and the value of our assets at any time. If we become more highly leveraged, then the resulting increase in debt service could adversely affect our ability to make payments on our outstanding indebtedness and to pay our anticipated distributions and/or the distributions required to maintain our REIT status, and could harm our financial condition.

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Changes in the method of determining LIBOR, or the replacement of LIBOR with an alternative reference rate, may adversely affect our financial results.

As of December 31, ~~2019,~~2020, we did not have any outstanding debt that was indexed to the London Interbank Offered Rate (“LIBOR”)~~, however future~~ other than borrowings under our ~~Revolver are subject to variable interest rates based on LIBOR.~~Revolver. On July 27, 2017, the Financial Conduct Authority (“FCA”), which regulates LIBOR, announced its intention to phase out LIBOR rates by the end of 2021. On November 30, 2020, the ICE Benchmark Administration Limited (“IBA”) announced that it is considering an 18-month extension (to June 30, 2023) on certain U.S. dollar LIBOR rates, including the rate that our Revolver is indexed to. It is not possible to predict the further effect of ~~the FCA’s announcement,~~these announcements, any changes in the methods by which LIBOR is determined, or any other reforms to LIBOR that may be enacted in the United Kingdom, the European Union or elsewhere. Such developments may cause LIBOR to perform differently than in the past, or cease to exist. In addition, any other legal or regulatory changes made by the FCA, ~~ICE Benchmark Administration Limited,~~the IBA, the European Money Markets Institute (formerly Euribor-EBF), the European Commission or any other successor governance or oversight body, or future changes adopted by such body, in the method by which LIBOR is determined or the transition from LIBOR to a successor benchmark may result in, among other things, a sudden or prolonged increase or decrease in LIBOR, a delay in the publication of LIBOR, and changes in the rules or methodologies in LIBOR, which may discourage market participants from continuing to administer or to participate in LIBOR’s determination, and, in certain situations, could result in LIBOR no longer being determined and published. If a published U.S. dollar LIBOR rate isbecomes unavailable, ~~after 2021,~~ the interest rates on our debt which is indexed to LIBOR will be determined using alternative methods, which may result in interest obligations which are more than or do not otherwise correlate over time with the payments that would have been made on such debt if U.S. dollar LIBOR was available in its current form. Further, the same costs and risks that may lead to the unavailability of U.S. dollar LIBOR may make one or more of the alternative methods impossible or impracticable to determine. Any of these proposals or consequences could have a material adverse effect on our financing costs, and as a result, our financial condition, operating results and cash flows.

Risks Related to our Organization and Structure

We are dependent upon our senior management team whose continued service is not guaranteed.

Our executive team, including our named executive officers, has extensive self-storage, real estate and public company experience. Our Chief Executive Officer, Chief Financial Officer, Chief Legal Officer and Chief ~~Legal~~Operating Officer are parties to the Company’s executive severance plan, however, we cannot provide assurance that any of them will remain in our employment. The loss of services of one or more members of our senior management team could adversely affect our operations and our future growth.

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We are dependent upon our on-site personnel to maximize customer satisfaction; any difficulties we encounter in hiring, training and retaining skilled field personnel may adversely affect our rental revenues.

As of December 31, ~~2019,~~2020, we had ~~2,621~~2,654 property-level personnel involved in the management and operation of our stores. The customer service, marketing skills and knowledge of local market demand and competitive dynamics of our store managers are contributing factors to our ability to maximize our rental income and to achieve the highest sustainable rent levels at each of our stores. We compete with various other companies in attracting and retaining qualified and skilled personnel. Competitive pressures may require that we enhance our pay and benefits package to compete effectively for such personnel. If there is an increase in these costs or if we fail to attract and retain qualified and skilled personnel, our business and operating results could be adversely affected.

Certain provisions of Maryland law could inhibit changes in control, which may discourage third parties from conducting a tender offer or seeking other change of control transactions that could involve a premium price for our shares or otherwise benefit our shareholders.

Certain provisions of Maryland law may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change of control under circumstances that otherwise could provide the holders of our common shares with the opportunity to realize a premium over the then-prevailing market price of those shares, including:

●

“business combination moratorium/fair price” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested shareholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our shares or an affiliate thereof) for five years after the most recent date on which the shareholder becomes an interested shareholder, and thereafter imposes stringent fair price and super-majority shareholder voting requirements on these combinations; and

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●

“control share” provisions that provide that “control shares” of our company (defined as shares which, when aggregated with other shares controlled by the shareholder, entitle the shareholder to exercise one of three increasing ranges of voting power in electing Trustees) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of “control shares” from a party other than the issuer) have no voting rights except to the extent approved by our shareholders by the affirmative vote of at least two thirds of all the votes entitled to be cast on the matter, excluding all interested shares, and are subject to redemption in certain circumstances.

We have opted out of these provisions of Maryland law. However, our Board may opt to make these provisions applicable to us at any time without shareholder approval.

Our Trustees also have the discretion, granted in our bylaws and Maryland law, without shareholder approval to, among other things (1) create a staggered Board, (2) amend our bylaws or repeal individual bylaws in a manner that provides the Board with greater authority, and (3) issue additional equity securities. Any such action could inhibit or impede a third party from making a proposal to acquire us at a price that could be beneficial to our shareholders.

Our shareholders have limited control to prevent us from making any changes to our investment and financing policies.

Our Board has adopted policies with respect to certain activities. These policies may be amended or revised from time to time at the discretion of our Board without a vote of our shareholders. This means that our shareholders have limited control over changes in our policies. Such changes in our policies intended to improve, expand or diversify our business may not have the anticipated effects and consequently may adversely affect our business and prospects, results of operations and share price.

Our rights and the rights of our shareholders to take action against our Trustees and officers are limited.

Maryland law provides that a trustee or officer has no liability in that capacity if he or she performs his or her duties in good faith, in a manner he or she reasonably believes to be in our best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances. Our declaration of trust and bylaws require us to indemnify our Trustees and officers for actions taken by them in those capacities on our behalf, to the extent permitted by Maryland law. Accordingly, in the event that actions taken in good faith by any Trustee or officer impede our performance, our shareholders’ ability to recover damages from that Trustee or officer will be limited.

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Our declaration of trust permits our Board to issue preferred shares with terms that may discourage third parties from conducting a tender offer or seeking other change of control transactions that could involve a premium price for our shares or otherwise benefit our shareholders.

Our declaration of trust permits our Board to issue up to 40,000,000 preferred shares, having those preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption as determined by our Board. In addition, our Board may reclassify any unissued common shares into one or more classes or series of preferred shares. Thus, our Board could authorize, without shareholder approval, the issuance of preferred shares with terms and conditions that could have the effect of discouraging a takeover or other transaction in which holders of some or a majority of our shares might receive a premium for their shares over the then-prevailing market price of our shares. We currently do not expect that the Board would require shareholder approval prior to such a preferred issuance. In addition, any preferred shares that we issue would rank senior to our common shares with respect to the payment of distributions, in which case we could not pay any distributions on our common shares until full distributions have been paid with respect to such preferred shares.

Risks Related to our Securities

Additional issuances of equity securities may be dilutive to shareholders.

The interests of our shareholders could be diluted if we issue additional equity securities to finance future acquisitions or developments or to repay indebtedness. Our Board may authorize the issuance of additional equity securities, including preferred shares, without shareholder approval. Our ability to execute our business strategy depends upon our access to an appropriate blend of debt financing, including unsecured lines of credit and other forms of secured and unsecured debt, and equity financing, including common and preferred equity.

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Many factors could have an adverse effect on the market value of our securities.

A number of factors might adversely affect the price of our securities, many of which are beyond our control. These factors include:

●

increases in market interest rates, relative to the dividend yield on our shares. If market interest rates go up, prospective purchasers of our securities may require a higher yield. Higher market interest rates would not, however, result in more funds for us to distribute and, to the contrary, would likely increase our borrowing costs and potentially decrease funds available for distribution. Thus, higher market interest rates could cause the market price of our equity securities to go down;

●

anticipated benefit of an investment in our securities as compared to investment in securities of companies in other industries (including benefits associated with tax treatment of dividends and distributions);

●

perception by market professionals of REITs generally and REITs comparable to us in particular;

●

level of institutional investor interest in our securities;

●

relatively low trading volumes in securities of REITs;

●

our results of operations and financial condition;

●

investor confidence in the stock market generally; and

●

additions and departures of key personnel.

The market value of our equity securities is based primarily upon the market’s perception of our growth potential and our current and potential future earnings and cash distributions. Consequently, our equity securities may trade at prices that are higher or lower than our net asset value per equity security. If our future earnings or cash distributions are less than expected, it is likely that the market price of our equity securities will diminish.

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The market price of our common shares has been, and may continue to be, particularly volatile, and our shareholders may be unable to resell their shares at a profit.

The market price of our common shares has been subject to fluctuation and may continue to fluctuate or decline. Between January 1, ~~2017~~2018 and December 31, ~~2019,~~2020, the closing price per share of our common shares has ranged from a high of $36.31 (on September 4, 2019) to a low of ~~$22.94~~$20.85 (on ~~July 10, 2017)~~March 23, 2020). In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. If our share price is volatile, we may become the target of securities litigation, which could result in substantial costs and divert our management’s attention and resources from our business.

General Risk Factors

Many states and local jurisdictions are facing severe budgetary problems which may have an adverse impact on our business and financial results.

We may incur impairment charges.

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Rising operating expenses could reduce our cash flow and funds available for future distributions.

Our stores and any other stores we acquire or develop in the future are, and will be, subject to operating risks common to real estate in general, any or all of which may negatively affect us. Our stores are subject to increases in operating expenses such as real estate, sales and other taxes, personnel costs including mandated minimum hourly wage rates and the cost of providing specific medical coverage and governmental mandated benefits to our employees, utilities, customer acquisition costs, insurance, administrative expenses and costs for repairs and maintenance. If operating expenses increase without a corresponding increase in revenues, our profitability could diminish and limit our ability to make distributions to our shareholders.

We cannot assure our ability to pay dividends in the future.

●

the operational and financial performance of our stores;

●

capital expenditures with respect to existing and newly acquired stores;

●

general and administrative costs associated with our operation as a publicly-held REIT;

●

maintenance of our REIT status;

●

the amount of, and the interest rates on, our debt;

●

the absence of significant expenditures relating to environmental and other regulatory matters; and

●

other risk factors described in this Report.

We may become subject to litigation or threatened litigation which may divert management’s time and attention, require us to pay damages and expenses or restrict the operation of our business.

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Legislative actions and changes may cause our general and administrative costs and compliance costs to increase.

Privacy concerns could result in regulatory changes that may harm our business.

Terrorist attacks, active shooter incidents and other acts of violence or war may adversely impact our performance and may affect the markets on which our securities are traded.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

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ITEM 2. PROPERTIES

As of December 31, ~~2019,~~2020, we owned ~~523~~543 self-storage properties that contain approximately ~~36.6~~38.5 million rentable square feet and are located in 24 states and the District of Columbia. The following table sets forth summary information regarding our stores by state as of December 31, ~~2019.~~2020.


			Total	% of Total						Total	% of Total
	Number of		Rentable	Rentable		Period-end		Number of	Number of	Rentable	Rentable		Ending
State	Stores	Cubes	Square Feet	Square Feet		Occupancy		Stores	Units	Square Feet	Square Feet		Occupancy

Florida	85	61,362	6,322,178	17.2	%	90.9	%	89	64,517	6,757,664	17.5	%	93.3	%
Texas	66	39,280	4,642,072	12.6	%	90.4	%	69	41,623	4,907,408	12.7	%	92.4	%
New York	48	64,397	3,664,270	9.9	%	84.3	%	57	81,333	4,510,761	11.7	%	88.3	%
California	43	29,439	3,124,044	8.5	%	91.1	%	43	29,486	3,125,150	8.1	%	95.3	%
Illinois	42	25,265	2,695,389	7.4	%	91.7	%	42	25,240	2,695,892	7.0	%	93.8	%
Arizona	31	17,700	1,905,617	5.2	%	91.9	%	31	18,208	1,945,585	5.0	%	93.0	%
New Jersey	26	18,422	1,809,740	4.9	%	87.5	%	27	19,852	1,896,315	4.9	%	92.0	%
Maryland								18	15,042	1,487,626	3.9	%	92.7	%
Georgia	20	12,426	1,454,927	4.0	%	87.3	%	20	12,432	1,454,877	3.8	%	90.9	%
Maryland	17	13,998	1,399,402	3.8	%	89.7	%
Ohio	20	11,069	1,290,003	3.5	%	91.4	%	20	11,091	1,290,303	3.3	%	92.7	%
Connecticut	22	10,718	1,190,691	3.3	%	91.7	%	22	10,744	1,193,152	3.1	%	94.5	%
Massachusetts	19	11,969	1,172,820	3.2	%	83.0	%	19	11,967	1,172,310	3.0	%	89.9	%
Virginia	10	7,903	787,595	2.2	%	90.2	%	11	8,819	867,440	2.3	%	90.8	%
North Carolina	11	6,651	760,177	2.1	%	88.1	%	11	6,666	760,223	2.0	%	91.9	%
Tennessee	9	5,631	755,515	2.1	%	88.6	%	9	5,650	755,515	2.0	%	91.0	%
Nevada								9	5,703	724,282	1.9	%	91.4	%
Colorado	11	6,020	697,299	1.9	%	89.5	%	11	6,024	697,377	1.8	%	94.3	%
Nevada	8	5,127	643,062	1.8	%	91.6	%
Pennsylvania	9	6,057	611,007	1.7	%	90.1	%	9	6,321	624,356	1.6	%	90.8	%
South Carolina	8	3,873	432,419	1.2	%	88.1	%	8	3,881	432,389	1.1	%	92.4	%
Washington D.C.	5	5,296	409,850	1.1	%	82.7	%	5	5,292	409,500	1.1	%	92.9	%
Rhode Island	4	2,010	245,545	0.7	%	89.9	%	4	2,021	245,545	0.6	%	94.8	%
Utah	4	2,308	239,198	0.7	%	90.4	%	4	2,319	239,198	0.6	%	88.6	%
New Mexico	3	1,683	182,261	0.5	%	93.0	%	3	1,692	182,261	0.5	%	92.5	%
Minnesota	1	1,033	100,928	0.3	%	88.0	%	1	1,037	101,028	0.3	%	90.7	%
Indiana	1	578	67,600	0.2	%	89.0	%	1	579	67,600	0.2	%	90.9	%
Total/Weighted average	523	370,215	36,603,609	100.0	%	89.5	%	543	397,539	38,543,757	100.0	%	92.3	%

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We have grown by adding stores to our portfolio through acquisitions and development. The tables set forth below show the average occupancy, annual rent per occupied square foot and total revenues for our stores owned as of December 31, ~~2019,~~2020, and for each of the previous three years, grouped by the year during which we first owned or operated the store.

Stores by Year Acquired - Average Occupancy


		Rentable	Average Occupancy							Rentable	Average Occupancy
Year Acquired ⁽¹⁾	# of Stores	Square Feet	2019		2018		2017		# of Stores	Square Feet	2020		2019		2018

2016 and earlier	472	32,856,176	92.1	%	92.0	%	91.7	%
2017	9	762,926	68.3	%	45.9	%	39.1	%
2017 and earlier									480	33,720,992	92.9	%	91.6	%	90.9	%
2018	11	994,243	66.1	%	56.7	%	—		11	992,334	78.4	%	66.1	%	56.7	%
2019	31	1,990,264	74.2	%	—		—		31	2,023,024	83.1	%	74.2	%	—
All stores owned as of December 31, 2019	523	36,603,609	90.4	%	90.6	%	91.3	%
2020									21	1,807,407	72.3	%	—		—
All stores owned as of December 31, 2020									543	38,543,757	91.9	%	90.4	%	90.6	%

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Stores by Year Acquired - Annual Rent Per Occupied Square Foot ⁽²⁾


		Rent per Square Foot							Rent per Square Foot
Year Acquired ⁽¹⁾	# of Stores	2019		2018		2017		# of Stores	2020		2019		2018

2016 and earlier	472	$	17.76	$	17.44	$	16.83
2017	9		21.14		19.99		19.11
2017 and earlier								480	$	17.71	$	17.81	$	17.46
2018	11		22.69		24.76		—	11		22.57		22.69		24.76
2019	31		15.18		—		—	31		14.62		15.18		—
All stores owned as of December 31, 2019	523	$	17.80	$	17.59	$	16.85
2020								21		30.89		—		—
All stores owned as of December 31, 2020								543	$	18.22	$	17.80	$	17.58

Stores by Year Acquired - Total Revenues (dollars in thousands)


		Total Revenues							Total Revenues
Year Acquired ⁽¹⁾	# of Stores	2019		2018		2017		# of Stores	2020		2019		2018

2016 and earlier	472	$	570,381	$	557,719	$	535,552
2017	9		11,865		7,563		2,102
2017 and earlier								480	$	589,232	$	581,157	$	564,292
2018	11		15,730		4,137		—	11		18,609		15,730		4,137
2019	31		11,841		—		—	31		26,271		11,841		—
All stores owned as of December 31, 2019	523	$	609,817	$	569,419	$	537,654
2020								21		4,337		—		—
All stores owned as of December 31, 2020								543	$	638,449	$	608,728	$	568,429

(1)

Represents the year acquired for those stores we acquired from a third party or the year placed in service for those stores we developed.

(2)

Determined by dividing the aggregate rental revenue for each twelve-month period by the average of the month-end occupied square feet for the period. Rental revenue includes the impact of promotional discounts, which reduce rental income over the promotional period, of $15.3 million, $21.5 million ~~$19.9 million~~ and ~~$18.2~~$19.9 million for the periods ended December 31, 2020, 2019 ~~2018~~ and ~~2017,~~2018, respectively.

Unconsolidated Real Estate Ventures

As of December 31, ~~2019,~~2020, we held common ownership interests ranging from 10% to 50% in ~~three~~four unconsolidated real estate ventures for an aggregate investment balance of ~~$91.1~~$92.1 million. We formed interests in these real estate ventures with unaffiliated third parties to acquire, own and operate self-storage properties in select markets. As of December 31, ~~2019,~~2020, these ~~three~~four unconsolidated real estate ventures owned 6983 self-storage properties that contain an aggregate of approximately ~~4.8~~5.8 million net rentable square feet. The self-storage properties owned by these ~~three~~four real estate ventures are managed by us and are located in Arizona (2), Connecticut (5), Florida ~~(4)~~(6), Georgia ~~(2)~~(10), Maryland (1), Massachusetts (6), Minnesota (1), North Carolina (1), Pennsylvania (1), Rhode Island (2), South Carolina (4), Texas (42) and Vermont (2).

On September 5, 2018, we invested $5.0 million in exchange for 100% of the Class A preferred units of Capital Storage Partners, LLC (“Capital Storage”), a newly formed venture that acquired 22 self-storage properties that contain an aggregate of approximately ~~1.6~~1.7 million

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net rentable square feet. The stores owned by Capital Storage are located in Florida (4), Oklahoma (5) and Texas (13). The Class A preferred units earn an 11% cumulative dividend prior to any other distributions.

Each of these ventures has assets and liabilities that we do not consolidate in our financial statements.

We account for our investments in real estate ventures using the equity method when it is determined that we have the ability to exercise significant influence over the venture. See note 5 to the consolidated financial statements for further disclosure regarding the assets, liabilities and operating results of our unconsolidated real estate ventures which we account for using the equity method of accounting.

Capital Expenditures

We have a capital improvement program that includes office upgrades, adding climate control to select cubes, construction of parking areas and other store upgrades. For ~~2020,~~2021, we anticipate spending approximately ~~$24.0~~$10.5 million to ~~$29.0~~$15.5 million associated with these capital expenditures. For ~~2020,~~2021, we also anticipate spending approximately ~~$14.0~~$11.0 million to ~~$19.0~~$16.0 million on recurring capital expenditures and approximately ~~$39.0~~$34.0 million to ~~$54.0~~$49.0 million on the development of new self-storage properties.

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ITEM 3. LEGAL PROCEEDINGS

To our knowledge, no legal proceedings are pending against us, other than routine actions and administrative proceedings, and other actions not deemed material, and which, in the aggregate, are not expected to have a material adverse effect on our financial condition, results of operations or cash flows.

ITEM 4. MINING SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Repurchase of Parent Company Common ~~and Preferred~~ Shares

The following table provides information about repurchases of the Parent Company’s common ~~and preferred~~ shares during the three months ended December 31, ~~2019:~~2020:


	Total Number of Shares Purchased ⁽¹⁾	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs	Total Number of Shares Purchased ⁽¹⁾	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs

October 1 - October 31	318	$	34.44	N/A	3,000,000	390	$	33.17	N/A	3,000,000
November 1 - November 30	37	$	31.04	N/A	3,000,000	154	$	33.80	N/A	3,000,000
December 1 - December 31	221	$	30.61	N/A	3,000,000	78	$	33.08	N/A	3,000,000
Total	576	$	32.75	N/A	3,000,000	622	$	33.31	N/A	3,000,000

(1)

Represents common shares withheld by the Parent Company upon the vesting of restricted shares to cover employee tax obligations.

On September 27, 2007, the Parent Company announced that the Board of Trustees approved a share repurchase program for up to 3.0 million of the Parent Company’s outstanding common shares. Unless terminated earlier by resolution of the Board of Trustees, the program will expire when the number of authorized shares has been repurchased. The Parent Company has made no repurchases under this program to date.

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Market Information for and Holders of Record of Common Shares

As of December 31, ~~2019,~~2020, there were ~~136~~148 registered record holders of the Parent Company’s common shares and 1520 holders (other than the Parent Company) of the Operating Partnership’s common units. These amounts do not include common shares held by brokers and other institutions on behalf of shareholders. The Parent Company’s common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol CUBE. There is no established trading market for units of the Operating Partnership.

Since our initial quarter as a publicly-traded REIT, we have made regular quarterly distributions to our shareholders. Distributions to shareholders are usually taxable as ordinary income, although a portion of the distribution may be designated as a capital gain or may constitute a tax-free return of capital. Annually, we provide each of the Parent Company’s common shareholders a statement detailing the tax characterization of dividends paid during the preceding year as ordinary income, capital gain or return of capital. The characterization of the Parent Company’s dividends for ~~2019~~2020 consisted of a ~~78.413%~~74.174% ordinary income distribution, a ~~5.207%~~2.138% capital gain distribution and a ~~16.380%~~23.688% return of capital distribution from earnings and profits.

We intend to continue to declare quarterly distributions. However, we cannot provide any assurance as to the amount or timing of future distributions.

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To the extent that we make distributions in excess of our earnings and profits, as computed for federal income tax purposes, these distributions will represent a return of capital, rather than a dividend, for federal income tax purposes. Distributions that are treated as a return of capital for federal income tax purposes generally will not be taxable as a dividend to a U.S. shareholder, but will reduce the shareholder’s basis in its shares (but not below zero) and therefore can result in the shareholder having a higher gain upon a subsequent sale of such shares. Return of capital distributions in excess of a shareholder’s basis generally will be treated as gain from the sale of such shares for federal income tax purposes.

Recent Sales of Unregistered Equity Securities and Use of Proceeds

Recent Sales of Operating Partnership Unregistered Equity Securities

On October ~~30, 2019,~~21, 2020, the Operating Partnership entered into an agreement to acquire a portfolio of eight open and operating self-storage ~~property~~properties located in ~~California~~the outer boroughs of New York City for ~~$18.5~~an aggregate purchase price of approximately $540.0 million, and agreed to fund a portion of the acquisition price in the form of common units, designated Class B ~~Units. On~~Units at the time of issuance. In two separate tranches during December ~~16, 2019,~~2020, the Operating Partnership closed on the acquisition and funded approximately ~~$3.6~~$175.1 million of the acquisition price through the issuance of ~~106,738~~5,272,023 common units. Following a 13-month lock-up period, the ~~holder~~holders may tender the common units for redemption by the Operating Partnership for a cash amount per common unit equal to the market value of an equivalent number of common shares of the Company. The Company has the right, but not the obligation, to assume and satisfy the redemption obligation of the Operating Partnership by issuing one common share in exchange for each common unit tendered for redemption. The common units were sold to accredited investors unaffiliated with the Company in private placement transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to Section 4(a)(2) of such Act.

~~Securities Authorized Under Equity Compensation Plans~~

~~Other information about our equity compensation plans is incorporated herein by reference to Part III, Item 12 of this Annual Report on Form 10-K.~~

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Share Performance Graph

The SEC requires us to present a chart comparing the cumulative total shareholder return, assuming reinvestment of dividends, on our common shares with the cumulative total shareholder return of (i) a broad equity index and (ii) a published industry or peer group index. The following chart compares the yearly cumulative total shareholder return for our common shares with the cumulative shareholder return of companies on (i) the S&P 500 Index, (ii) the Russell 2000 Index and (iii) the NAREIT All Equity REIT Index as provided by NAREIT for the period beginning December 31, ~~2014~~2015 and ending December 31, ~~2019.~~2020.


	For the year ended December 31,						For the year ended December 31,
Index	2014	2015	2016	2017	2018	2019	2015	2016	2017	2018	2019	2020
CubeSmart	100.00	142.43	128.41	144.74	149.64	168.95	100.00	90.16	101.62	105.06	119.87	133.82
S&P 500 Index	100.00	101.38	113.51	138.29	132.23	173.86	100.00	111.96	136.40	130.42	171.49	203.04
Russell 2000 Index	100.00	95.59	115.95	132.94	118.30	148.49	100.00	121.31	139.08	123.76	155.35	186.36
NAREIT All Equity REIT Index	100.00	102.83	111.70	121.39	116.48	149.86	100.00	108.63	118.05	113.28	145.75	138.28

ITEM 6. SELECTED FINANCIAL DATA

~~CUBESMART~~Reserved.

The following table sets forth selected financial and operating data on a historical consolidated basis for the Parent Company. The selected historical financial data as of and for each of the years in the five-year period ended December 31, 2019 are derived from the Parent Company’s consolidated financial statements, which financial statements have been audited by KPMG LLP, an independent registered public accounting firm. The consolidated financial statements as of December 31, 2019 and 2018, and for each of the years in the three-year period ended December 31, 2019, and the report thereon, are included herein. The selected data should be read in conjunction with the consolidated financial statements for the year ended December 31, 2019, the related notes and the independent registered public accounting firm’s report. The other data presented below is not derived from the audited financial statements included herein.

~~Table of Contents~~

The following data should be read in conjunction with the audited financial statements and notes thereto of the Parent Company and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this Report.

For the year ended December 31,


2019

2018

2017

2016

2015

(in thousands, except per share data)

REVENUES

Rental income

$
552,404

$
517,535

$
489,043

$
449,601

$
392,476

Other property related income

67,558

60,156

55,001

50,255

45,189

Property management fee income

23,953

20,253

14,899

10,183

6,856

Total revenues

643,915

597,944

558,943

510,039

444,521

OPERATING EXPENSES

Property operating expenses

209,739

196,866

181,508

165,847

153,172

Depreciation and amortization

163,547

143,350

145,681

161,865

151,789

General and administrative

38,560

37,712

34,745

32,823

28,371

Acquisition related costs

—

—

1,294

6,552

3,301

Total operating expenses

411,846

377,928

363,228

367,087

336,633

OTHER (EXPENSE) INCOME

Interest:

Interest expense on loans

(72,525)

(62,132)

(56,952)

(50,399)

(43,736)

Loan procurement amortization expense

(2,819)

(2,313)

(2,638)

(2,577)

(2,324)

Equity in earnings (losses) of real estate ventures

11,122

(865)

(1,386)

(2,662)

(411)

Gains from sale of real estate, net

1,508

10,576

—

—

17,567

Other

1,416

206

872

1,062

(228)

Total other expense

(61,298)

(54,528)

(60,104)

(54,576)

(29,132)

NET INCOME

170,771

165,488

135,611

88,376

78,756

NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS

Noncontrolling interests in the Operating Partnership

(1,708)

(1,820)

(1,593)

(941)

(960)

Noncontrolling interest in subsidiaries

54

221

270

470

(84)

NET INCOME ATTRIBUTABLE TO THE COMPANY

169,117

163,889

134,288

87,905

77,712

Distribution to preferred shareholders

—

—

—

(5,045)

(6,008)

Preferred share redemption charge

—

—

—

(2,937)

—

NET INCOME ATTRIBUTABLE TO THE COMPANY’S COMMON SHAREHOLDERS

$
169,117

$
163,889

$
134,288

$
79,923

$
71,704

Basic earnings per share attributable to common shareholders

$
0.89

$
0.89

$
0.74

$
0.45

$
0.43

Diluted earnings per share attributable to common shareholders

$
0.88

$
0.88

$
0.74

$
0.45

$
0.42

Weighted average basic shares outstanding ⁽¹⁾

190,874

184,653

180,525

178,246

168,640

Weighted average diluted shares outstanding ⁽¹⁾

191,576

185,495

181,448

179,533

170,191

~~Table of Contents~~

December 31,


2019

2018

2017

2016

2015

Balance Sheet Data (in thousands):

Storage properties, net

$
3,774,485

$
3,600,968

$
3,408,790

$
3,326,816

$
2,872,983

Total assets

4,029,545

3,752,972

3,545,336

3,475,028

3,104,164

Unsecured senior notes, net

1,835,725

1,143,524

1,142,460

1,039,076

741,904

Revolving credit facility

—

195,525

81,700

43,300

—

Unsecured term loans, net

—

299,799

299,396

398,749

398,183

Mortgage loans and notes payable, net

96,040

108,246

111,434

114,618

111,455

Total liabilities

2,160,121

1,980,704

1,855,646

1,759,384

1,393,183

Noncontrolling interests in the Operating Partnership

62,088

55,819

54,320

54,407

66,128

Total CubeSmart shareholders' equity

1,799,346

1,709,678

1,629,134

1,655,382

1,643,327

Noncontrolling interests in subsidiaries

7,990

6,771

6,236

5,855

1,526

Total liabilities and equity

4,029,545

3,752,972

3,545,336

3,475,028

3,104,164

Other Data:

Number of stores

523

493

484

475

445

Total rentable square feet (in thousands)

36,604

34,619

33,760

32,858

30,361

Occupancy percentage

89.5
%

89.0
%

89.2
%

89.7
%

90.2
%
Cash dividends declared per common share ⁽²⁾

$
1.29

$
1.22

$
1.11

$
0.90

$
0.69

~~(1)~~

~~OP units have been excluded from the earnings per share calculations as the related income or loss is presented in noncontrolling interests in the Operating Partnership.~~

~~(2)~~

We announced full quarterly dividends of $0.16 and $0.484 per common and preferred share, respectively, on February 24, 2015, May 27, 2015 and August 4, 2015; dividends of $0.21 and $0.484 per common and preferred share, respectively, on December 10, 2015, February 16, 2016, June 1, 2016 and August 2, 2016; dividends of $0.174 per preferred share on September 2, 2016; dividends of $0.27 per common share on December 15, 2016, February 14, 2017, May 31, 2017 and July 25, 2017; dividends of $0.30 per common share on December 14, 2017, February 13, 2018, May 30, 2018 and August 7, 2018; dividends of $0.32 per common share on December 13, 2018, February 19, 2019, May 14, 2019 and July 23, 2019; and dividends of $0.33 per common share on December 12, 2019.

~~CUBESMART, L.P.~~

The following table sets forth selected financial and operating data on a historical consolidated basis for the Operating Partnership. The selected historical financial data as of and for each of the years in the five-year period ended December 31, 2019 are derived from the Operating Partnership’s consolidated financial statements, which financial statements have been audited by KPMG LLP, an independent registered public accounting firm. The consolidated financial statements as of December 31, 2019 and 2018, and for each of the years in the three-year period ended December 31, 2019, and the report thereon, are included herein. The selected data should be read in conjunction with the consolidated financial statements for the year ended December 31, 2019, the related notes and the independent registered public accounting firm’s report. The other data presented below is not derived from the audited financial statements included herein.

~~Table of Contents~~

The following data should be read in conjunction with the audited financial statements and notes thereto of the Operating Partnership and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this Report.

For the year ended December 31,


2019

2018

2017

2016

2015

(in thousands, except per unit data)

REVENUES

Rental income

$
552,404

$
517,535

$
489,043

$
449,601

$
392,476

Other property related income

67,558

60,156

55,001

50,255

45,189

Property management fee income

23,953

20,253

14,899

10,183

6,856

Total revenues

643,915

597,944

558,943

510,039

444,521

OPERATING EXPENSES

Property operating expenses

209,739

196,866

181,508

165,847

153,172

Depreciation and amortization

163,547

143,350

145,681

161,865

151,789

General and administrative

38,560

37,712

34,745

32,823

28,371

Acquisition related costs

—

—

1,294

6,552

3,301

Total operating expenses

411,846

377,928

363,228

367,087

336,633

OTHER (EXPENSE) INCOME

Interest:

Interest expense on loans

(72,525)

(62,132)

(56,952)

(50,399)

(43,736)

Loan procurement amortization expense

(2,819)

(2,313)

(2,638)

(2,577)

(2,324)

Equity in earnings (losses) of real estate ventures

11,122

(865)

(1,386)

(2,662)

(411)

Gains from sale of real estate, net

1,508

10,576

—

—

17,567

Other

1,416

206

872

1,062

(228)

Total other expense

(61,298)

(54,528)

(60,104)

(54,576)

(29,132)

NET INCOME

170,771

165,488

135,611

88,376

78,756

NET LOSS (INCOME) ATTRIBUTABLE TO NONCONTROLLING INTERESTS

Noncontrolling interest in subsidiaries

54

221

270

470

(84)

NET INCOME ATTRIBUTABLE TO CUBESMART L.P.

170,825

165,709

135,881

88,846

78,672

Operating Partnership interests of third parties

(1,708)

(1,820)

(1,593)

(941)

(960)

NET INCOME ATTRIBUTABLE TO OPERATING PARTNER

169,117

163,889

134,288

87,905

77,712

Distribution to preferred unitholders

—

—

—

(5,045)

(6,008)

Preferred unit redemption charge

—

—

—

(2,937)

—

NET INCOME ATTRIBUTABLE TO COMMON UNITHOLDERS

$
169,117

$
163,889

$
134,288

$
79,923

$
71,704

Basic earnings per unit attributable to common unitholders

$
0.89

$
0.89

$
0.74

$
0.45

$
0.43

Diluted earnings per unit attributable to common unitholders

$
0.88

$
0.88

$
0.74

$
0.45

$
0.42

Weighted average basic units outstanding ⁽¹⁾

190,874

184,653

180,525

178,246

168,640

Weighted average diluted units outstanding ⁽¹⁾

191,576

185,495

181,448

179,533

170,191

~~Table of Contents~~

December 31,


2019

2018

2017

2016

2015

Balance Sheet Data (in thousands):

Storage properties, net

$
3,774,485

$
3,600,968

$
3,408,790

$
3,326,816

$
2,872,983

Total assets

4,029,545

3,752,972

3,545,336

3,475,028

3,104,164

Unsecured senior notes, net

1,835,725

1,143,524

1,142,460

1,039,076

741,904

Revolving credit facility

—

195,525

81,700

43,300

—

Unsecured term loans, net

—

299,799

299,396

398,749

398,183

Mortgage loans and notes payable, net

96,040

108,246

111,434

114,618

111,455

Total liabilities

2,160,121

1,980,704

1,855,646

1,759,384

1,393,183

Operating Partnership interests of third parties

62,088

55,819

54,320

54,407

66,128

Total CubeSmart L.P. Capital

1,799,346

1,709,678

1,629,134

1,655,382

1,643,327

Noncontrolling interests in subsidiaries

7,990

6,771

6,236

5,855

1,526

Total liabilities and capital

4,029,545

3,752,972

3,545,336

3,475,028

3,104,164

Other Data:

Number of stores

523

493

484

475

445

Total rentable square feet (in thousands)

36,604

34,619

33,760

32,858

30,361

Occupancy percentage

89.5
%

89.0
%

89.2
%

89.7
%

90.2
%
Cash dividends declared per common unit ⁽²⁾

$
1.29

$
1.22

$
1.11

$
0.90

$
0.69

~~(1)~~

~~OP units have been excluded from the earnings per unit calculations as the related income or loss is presented in Operating Partnership interest of third parties.~~

~~(2)~~

We announced full quarterly dividends of $0.16 and $0.484 per common and preferred unit, respectively, on February 24, 2015, May 27, 2015 and August 4, 2015; dividends of $0.21 and $0.484 per common and preferred unit, respectively, on December 10, 2015, February 16, 2016, June 1, 2016 and August 2, 2016; dividends of $0.174 per preferred unit on September 2, 2016; dividends of $0.27 per common unit on December 15, 2016, February 14, 2017, May 31, 2017 and July 25, 2017; dividends of $0.30 per common unit on December 14, 2017, February 13, 2018, May 30, 2018 and August 7, 2018; dividends of $0.32 per common unit on December 13, 2018, February 19, 2019, May 14, 2019 and July 23, 2019; and dividends of $0.33 per common unit on December 12, 2019.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this Report. Some of the statements we make in this section are forward-looking statements within the meaning of the federal securities laws. For a complete discussion of forward-looking statements, see the section in this Report entitled “Forward-Looking Statements”. Certain risk factors may cause actual results, performance or achievements to differ materially from those expressed or implied by the following discussion. For a discussion of such risk factors, see the section in this Report entitled “Risk Factors”.

Overview

We are an integrated self-storage real estate company, and as such we have in-house capabilities in the operation, design, development, leasing, management and acquisition of self-storage properties. The Parent Company’s operations are conducted solely through the Operating Partnership and its subsidiaries. The Parent Company has elected to be taxed as a REIT for U.S. federal income tax purposes. As of December 31, ~~2019~~2020 and December 31, ~~2018,~~2019, we owned 543 self-storage properties totaling approximately 38.5 million rentable square feet and 523 self-storage properties totaling approximately 36.6 million rentable square feet, ~~and 493 self-storage properties totaling approximately 34.6 million rentable square feet,~~ respectively. As of December 31, ~~2019,~~2020, we owned stores in the District of Columbia and the following 24 states: Arizona, California, Colorado, Connecticut, Florida, Georgia, Illinois, Indiana, Maryland, Massachusetts, Minnesota, Nevada, New Jersey, New Mexico, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah and Virginia. In addition, as of December 31, ~~2019,~~2020, we managed ~~649~~723 stores for third parties (including 91105 stores containing an aggregate of approximately ~~6.3~~7.5 million net rentable square feet as part of ~~four~~five separate unconsolidated real estate ventures), bringing the total number of stores we owned and/or managed to ~~1,172.~~1,266. As of December 31, ~~2019,~~2020, we managed stores for third parties in the District of Columbia and the following 38 states: Alabama, Arizona, California, Colorado, Connecticut, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Nevada, New Hampshire, New Jersey, New Mexico, New York, North Carolina, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia, Washington and Wisconsin.

We derive revenues principally from rents received from customers who rent cubes at our self-storage properties under month-to-month leases. Therefore, our operating results depend materially on our ability to retain our existing customers and lease our available self-storage cubes to new customers while maintaining and, where possible, increasing our pricing levels. In addition, our operating results depend on the ability of our customers to make required rental payments to us. Our approach to the management and operation of our stores combines centralized marketing, revenue management and other operational support with local operations teams that provide market-level oversight and management. We believe this approach allows us to respond quickly and effectively to changes in local market conditions and maximize revenues by managing rental rates and occupancy levels.

We typically experience seasonal fluctuations in the occupancy levels of our stores, which are generally slightly higher during the summer months due to increased moving activity.

Our results of operations may be sensitive to changes in overall economic conditions that impact consumer spending, including discretionary spending and moving trends, as well as to increased bad debts due to recessionary pressures. Adverse economic conditions affecting disposable consumer income, such as employment levels, business conditions, interest rates, tax rates, fuel and energy costs, and other matters could reduce consumer spending or cause consumers to shift their spending to other products and services. A general reduction in the level of discretionary spending or shifts in consumer discretionary spending could adversely affect our growth and profitability.

We continue our focus on maximizing internal growth opportunities and selectively pursuing targeted acquisitions and developments of self-storage properties.

We have one reportable segment: we own, operate, develop, manage and acquire self-storage properties.

Our self-storage properties are located in major metropolitan and suburban areas and have numerous customers per store. No single customer represents a significant concentration of our revenues. Our stores in ~~Florida,~~ New York, Florida, Texas and California provided approximately 16%, ~~16%~~15%, ~~10%~~9%, and 8%, respectively, of total revenues for the year ended December 31, ~~2019.~~2020.

Summary of Critical Accounting Policies and Estimates

Set forth below is a summary of the accounting policies and estimates that management believes are critical to the preparation of the consolidated financial statements included in this Report. Certain of the accounting policies used in the preparation of these consolidated financial statements are particularly important for an understanding of the financial position and results of operations presented in the

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historical consolidated financial statements included in this Report. A summary of significant accounting policies is also provided in the notes to our consolidated financial statements (see note 2 to the consolidated financial statements). These policies require the application of judgment and assumptions by management and, as a result, are subject to a degree of uncertainty. Due to this uncertainty, actual results could differ materially from estimates calculated and utilized by management.

Basis of Presentation

The accompanying consolidated financial statements include all of the accounts of the Company, and its majority-owned and/or controlled subsidiaries. The portion of these entities not owned by the Company is presented as noncontrolling interests as of and during the periods presented. All significant intercompany accounts and transactions have been eliminated in consolidation.

When the Company obtains an economic interest in an entity, the Company evaluates the entity to determine if the entity is deemed a variable interest entity (“VIE”) and if the Company is deemed to be the primary beneficiary, in accordance with authoritative guidance issued by the Financial Accounting Standards Board (“FASB”) on the consolidation of VIEs. When an entity is not deemed to be a VIE, the Company considers the provisions of additional FASB guidance to determine whether a general partner, or the general partners as a group, control a limited partnership or similar entity when the limited partners have certain rights. The Company consolidates (i) entities that are VIEs and of which the Company is deemed to be the primary beneficiary and (ii) entities that are non-VIEs which the Company controls and in which the limited partners do not have substantive participating rights, or the ability to dissolve the entity or remove the Company without cause.

Self-Storage Properties

The Company records self-storage properties at cost less accumulated depreciation. Depreciation on the buildings, improvements and equipment is recorded on a straight-line basis over their estimated useful lives, which range from five to 39 years. Expenditures for significant renovations or improvements that extend the useful life of assets are capitalized. Repairs and maintenance costs are expensed as incurred.

When stores are acquired, the purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed based on estimated fair values.

In allocating the purchase price for an acquisition, the Company determines whether the acquisition includes intangible assets or liabilities. The Company allocates a portion of the purchase price to an intangible asset attributable to the value of in-place leases. This intangible asset is generally amortized to expense over the expected remaining term of the respective leases. Substantially all of the leases in place at acquired stores are at market rates, as the majority of the leases are month-to-month contracts. Accordingly, to date, no portion of the purchase price has been allocated to above- or below-market lease ~~intangibles.~~intangibles associated with storage leases assumed at acquisition. Above- or below- market lease intangibles associated with assumed ground leases in which the Company serves as lessee are recorded as an adjustment to the right-of-use asset and reflect the difference between the contractual amounts to be paid pursuant to each in-place ground lease and management’s estimate of fair market lease rates. These amounts are amortized over the term of the lease. To date, no intangible asset has been recorded for the value of customer relationships because the Company does not have any concentrations of significant customers and the average customer turnover is fairly frequent.

Long-lived assets classified as “held for use” are reviewed for impairment when events and circumstances such as declines in occupancy and operating results indicate that there may be an impairment. The carrying value of these long-lived assets is compared to the undiscounted future net operating cash flows, plus a terminal value, attributable to the assets to determine if the store’s basis is recoverable. If a store’s basis is not considered recoverable, an impairment loss is recorded to the extent the net carrying value of the asset exceeds the fair value. The impairment loss recognized equals the excess of net carrying value over the related fair value of the asset. There were no impairment losses recognized in accordance with these procedures during the years ended December 31, 2020, 2019 ~~2018~~ and ~~2017.~~2018.

The Company considers long-lived assets to be “held for sale” upon satisfaction of the following criteria: (a) management commits to a plan to sell a store (or group of stores), (b) the store is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such stores, (c) an active program to locate a buyer and other actions required to complete the plan to sell the store have been initiated, (d) the sale of the store is probable and transfer of the asset is expected to be completed within one year, (e) the store is being actively marketed for sale at a price that is reasonable in relation to its current fair value and (f) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

Table of Contents

~~Table of Contents~~

as held for sale are reported at the lesser of carrying value or fair value less estimated costs to sell and are not depreciated. There were no stores classified as held for sale as of December 31, ~~2019.~~2020.

Investments in Unconsolidated Real Estate Ventures

The Company accounts for its investments in unconsolidated real estate ventures under the equity method of accounting when it is determined that the Company has the ability to exercise significant influence over the venture. Under the equity method, investments in unconsolidated real estate ventures are recorded initially at cost, as investments in real estate entities, and subsequently adjusted for equity in earnings (losses) and cash contributions, less cash distributions and impairments. On a periodic basis, management also assesses whether there are any indicators that the carrying value of the Company’s investments in unconsolidated real estate entities may be other than temporarily impaired. An investment is impaired only if the fair value of the investment, as estimated by management, is less than the carrying value of the investment and the decline is other than temporary. To the extent impairment that is other than temporary has occurred, the loss shall be measured as the excess of the carrying amount of the investment over the fair value of the investment, as estimated by management. Fair value is determined through various valuation techniques, including but not limited to, discounted cash flow models, quoted market values and ~~third party~~third-party appraisals. There were no impairment losses related to the Company’s investments in unconsolidated real estate ventures recognized during the years ended December 31, 2020, 2019 ~~2018~~ and ~~2017.~~2018.

Recent Accounting Pronouncements

For a discussion of recent accounting pronouncements affecting our business, see note 2 to the consolidated financial statements.

Results of Operations

The following discussion of our results of operations should be read in conjunction with the consolidated financial statements and the accompanying notes thereto. Historical results set forth in the consolidated statements of operations reflect only the existing stores for each period presented and should not be taken as indicative of future operations. We consider our same-store portfolio to consist of only those stores owned and operated on a stabilized basis at the beginning and at the end of the applicable years presented. We consider a store to be stabilized once it has achieved an occupancy rate that we believe, based on our assessment of market-specific data, is representative of similar self-storage assets in the applicable market for a full year measured as of the most recent January 1 and has not been significantly damaged by natural disaster or undergone significant renovation. We believe that same-store results are useful to investors in evaluating our performance because they provide information relating to changes in store-level operating performance without taking into account the effects of acquisitions, developments or dispositions. As of December 31, ~~2019,~~2020, we owned ~~466~~475 same-store properties and 5768 non same-store properties. All of the non same-store properties were ~~2018~~2019 and ~~2019~~2020 acquisitions, dispositions, developed stores, stores with a significant portion of net rentable square footage taken out of service or stores that have not yet reached stabilization as defined above. For analytical presentation, all percentages are calculated using the numbers presented in the financial statements contained in this Report.

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The following table summarizes the change in number of owned stores from January 1, ~~2017~~2018 through December 31, ~~2019:~~2020:


				2020	2019	2018
	2019	2018	2017
Balance - January 1	493	484	475	523	493	484
Stores acquired	1	1	—	1	1	1
Stores developed	—	—	1
Balance - March 31	494	485	476	524	494	485
Stores acquired	21	1	3	2	21	1
Stores developed	2	—	—	1	2	—
Stores combined ⁽¹⁾	(1)	—	(1)	—	(1)	—
Balance - June 30	516	486	478	527	516	486
Stores acquired	2	3	—	—	2	3
Stores developed	1	1	2	—	1	1
Balance - September 30	519	490	480	527	519	490
Stores acquired	5	5	4	18	5	5
Stores developed	—	—	1
Stores combined ⁽¹⁾	—	—	(1)	(1)	—	—
Stores sold	(1)	(2)	—	(1)	(1)	(2)
Balance - December 31	523	493	484	543	523	493

(1)

Comparison of the Year Ended December 31, ~~2019~~2020 to the Year Ended December 31, ~~2018~~2019 (dollars in thousands)


											Non Same-Store						Other/																								Non Same-Store						Other/
	Same-Store Property Portfolio										Properties						Eliminations				Total Portfolio										Same-Store Property Portfolio										Properties						Eliminations				Total Portfolio
							Increase/		%																		Increase/		%										%																				%
	2019			2018			(Decrease)		Change		2019			2018			2019		2018		2019			2018			(Decrease)		Change		2020			2019			Change		Change		2020			2019			2020		2019		2020			2019			Change		Change
REVENUES:
Rental income	$	508,696		$	499,729		$	8,967	1.8	%	$	43,708		$	17,806		$	—	$	—	$	552,404		$	517,535		$	34,869	6.7	%	$	529,053		$	522,477		$	6,576	1.3	%	$	51,956		$	29,927		$	—	$	—	$	581,009		$	552,404		$	28,605	5.2	%
Other property related income		53,130			51,490			1,640	3.2	%		5,139			2,503			9,289		6,163		67,558			60,156			7,402	12.3	%		52,234			54,470			(2,236)	(4.1)	%		6,161			3,800			12,328		9,288		70,723			67,558			3,165	4.7	%
Property management fee income		—			—			—	0.0	%		—			—			23,953		20,253		23,953			20,253			3,700	18.3	%		—			—			—	0.0	%		—			—			27,445		23,953		27,445			23,953			3,492	14.6	%
Total revenues		561,826			551,219			10,607	1.9	%		48,847			20,309			33,242		26,416		643,915			597,944			45,971	7.7	%		581,287			576,947			4,340	0.8	%		58,117			33,727			39,773		33,241		679,177			643,915			35,262	5.5	%

OPERATING EXPENSES:
Property operating expenses		164,616			158,307			6,309	4.0	%		19,430			9,776			25,693		28,783		209,739			196,866			12,873	6.5	%		173,585			169,540			4,045	2.4	%		20,955			14,506			29,094		25,693		223,634			209,739			13,895	6.6	%
NET OPERATING INCOME (LOSS):		397,210			392,912			4,298	1.1	%		29,417			10,533			7,549		(2,367)		434,176			401,078			33,098	8.3	%
NET OPERATING INCOME:																																407,702			407,407			295	0.1	%		37,162			19,221			10,679		7,548		455,543			434,176			21,367	4.9	%

Store count		466			466							57			27							523			493							475			475							68			48							543			523
Total square footage		32,377			32,377							4,227			2,242							36,604			34,619							33,196			33,196							5,348			3,408							38,544			36,604
Period end occupancy ⁽¹⁾		91.2	%		91.1	%						75.8	%		58.9	%						89.5	%		89.0	%						93.4	%		91.2	%						85.3	%		73.5	%						92.3	%		89.5	%
Period average occupancy ⁽²⁾		92.4	%		92.4	%																										93.2	%		92.2	%
Realized annual rent per occupied sq. ft. ⁽³⁾	$	17.01		$	16.70																										$	17.10		$	17.07

Depreciation and amortization																						163,547			143,350			20,197	14.1	%																						156,573			163,547			(6,974)	(4.3)	%
General and administrative																						38,560			37,712			848	2.2	%																						41,423			38,560			2,863	7.4	%
Subtotal																						202,107			181,062			21,045	11.6	%																						197,996			202,107			(4,111)	(2.0)	%

OTHER (EXPENSE) INCOME
Interest:
Interest expense on loans																						(72,525)			(62,132)			(10,393)	(16.7)	%																						(75,890)			(72,525)			(3,365)	(4.6)	%
Loan procurement amortization expense																						(2,819)			(2,313)			(506)	(21.9)	%																						(2,674)			(2,819)			145	5.1	%
Equity in earnings (losses) of real estate ventures																						11,122			(865)			11,987	1,385.8	%
Loss on early extinguishment of debt																																																				(18,020)			—			(18,020)	—	%
Equity in earnings of real estate ventures																																																				178			11,122			(10,944)	(98.4)	%
Gains from sale of real estate, net																						1,508			10,576			(9,068)	(85.7)	%																						6,710			1,508			5,202	345.0	%
Other																						1,416			206			1,210	587.4	%																						(240)			1,416			(1,656)	(116.9)	%
Total other expense																						(61,298)			(54,528)			(6,770)	(12.4)	%																						(89,936)			(61,298)			(28,638)	(46.7)	%
NET INCOME																						170,771			165,488			5,283	3.2	%																						167,611			170,771			(3,160)	(1.9)	%
NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS	NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS																														NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
Noncontrolling interests in the Operating Partnership																						(1,708)			(1,820)			112	6.2	%																						(1,825)			(1,708)			(117)	(6.9)	%
Noncontrolling interests in subsidiaries																						54			221			(167)	(75.6)	%																						(165)			54			(219)	(405.6)	%
NET INCOME ATTRIBUTABLE TO THE COMPANY’S COMMON SHAREHOLDERS	NET INCOME ATTRIBUTABLE TO THE COMPANY’S COMMON SHAREHOLDERS																				$	169,117		$	163,889		$	5,228	3.2	%	NET INCOME ATTRIBUTABLE TO THE COMPANY’S COMMON SHAREHOLDERS																				$	165,621		$	169,117		$	(3,496)	(2.1)	%

(1)	Represents occupancy as of December 31 of the respective year.

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

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

Revenues

Rental income increased from $552.4 million in 2019 to $581.0 million in 2020, an increase of $28.6 million, or 5.2%. The $6.6 million increase in same-store rental income was due primarily to a 1.0% increase in average occupancy for 2020 compared to 2019. The

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~~Revenues~~

Rental income increased from $517.5 million in 2018 to $552.4 million in 2019, an increase of $34.9 million, or 6.7%. The $9.0 million increase in same-store rental income was due primarily to higher rental rates. Realized annual rent per square foot on our same-store portfolio increased 1.9% as a result of higher rental rates for new and existing customers in 2019 as compared to 2018. The remaining increase was primarily attributable to ~~$25.9~~$22.0 million of additional rental income from the stores acquired or opened in ~~2018~~2019 and ~~2019~~2020 included in our ~~non-same store~~non same-store portfolio.

Other property related income increased from ~~$60.2 million in 2018 to~~ $67.6 million in 2019 to $70.7 million in 2020, an increase of ~~$7.4~~$3.2 million, or ~~12.3%~~4.7%. The ~~$1.6~~$2.2 million ~~increase~~decrease in same-store other property related income was mainly attributable to ~~increased customer insurance participation. The remainder~~a decrease in fee revenue due to the impact of ~~the~~COVID-19. This decrease was offset by a $2.4 million increase ~~was attributable to $2.6 million of additional~~in other property related income derived from the stores acquired or opened in ~~2018~~2019 and ~~2019~~2020 included in our ~~non-same store~~non same-store portfolio ~~and $3.1~~as well as a $3.0 million ~~resulting primarily from increased customer insurance participation~~increase in other property related income at our managed ~~stores.~~stores due to an increase in stores under management (723 stores as of December 31, 2020 compared to 649 stores as of December 31, 2019).

Property management fee income increased from ~~$20.3 million in 2018 to~~ $24.0 million in 2019 to $27.4 million in 2020, an increase of ~~$3.7~~$3.5 million, or ~~18.3%~~14.6%. This increase was attributable to an increase in management fees related to the third-party management business resulting from ~~more~~the increase in stores under management ~~(649 stores as of December 31, 2019 compared to 593 stores as of December 31, 2018) and higher revenue at these managed stores.~~described above.

Operating Expenses

Property operating expenses increased from ~~$196.9 million in 2018 to~~ $209.7 million in 2019 to $223.6 million in 2020, an increase of ~~$12.9~~$13.9 million, or ~~6.5%~~6.6%. ~~This increase was primarily attributable to a $6.3~~The $4.0 million increase in property operating expenses on the same-store portfolio was primarily due to ~~higher~~increases in property taxes and advertising costs of $2.1 million and $3.8 million, respectively, offset by decreases in personnel ~~expenses.~~and maintenance costs of $1.6 million and $0.4 million, respectively. The remainder of the increase was attributable to ~~$9.7~~$6.4 million of increased expenses associated with newly acquired or developed ~~stores.~~stores and $3.4 million of increased expenses associated with the growth in our third-party management program.

Depreciation and amortization ~~increased~~decreased from ~~$143.4 million in 2018 to~~ $163.5 million in 2019 to $156.6 million in 2020, a decrease of $7.0 million, or 4.3%. This decrease is primarily attributable to fully depreciated and amortized assets associated with acquisitions in prior years.

General and administrative expenses increased from $38.6 million in 2019 to $41.4 million in 2020, an increase of ~~$20.2~~$2.9 million or ~~14.1%~~7.4%. ~~This increase was~~The change is primarily attributable to ~~depreciation and amortization expense related~~increased personnel expenses resulting from additional employee headcount to ~~stores acquired and developed during 2018 and 2019.~~support our growth.

Other (expense) income

Interest expense increased from ~~$62.1 million in 2018 to~~ $72.5 million in 2019 to $75.9 million in 2020, an increase of ~~$10.4~~$3.4 million, or ~~16.7%~~4.6%. The increase was attributable to a higher amount of outstanding debt during ~~2019~~2020 compared to ~~2018, and higher interest rates during~~ 2019. The average outstanding debt balance increased ~~$163.5~~$182.1 million to $2,036.5 million during 2020 as compared to $1,854.4 million during 2019 ~~as compared to $1,690.9 million during 2018~~ as the result of borrowings to fund a portion of ~~the Company’s acquisition activity.~~our growth. The weighted average effective interest rate on our outstanding debt ~~increased from 3.93% during 2018~~for 2020 and 2019 was 3.82% and 4.06%, respectively.

Loss on early extinguishment of debt was $18.0 million in 2020, which was related to ~~4.06% during~~the early redemption of $250.0 million of outstanding 4.800% senior notes due 2022 (the “2022 Notes”), with no comparable amount in 2019. See Liquidity and Capital Resources below.

Equity in earnings ~~(losses)~~ of real estate ventures ~~increased $12.0~~decreased from $11.1 million ~~from 2018~~in 2019 to ~~2019.~~$0.2 million in 2020. The change was mainly driven by ~~our share of the gains~~a prior year gain attributable to HVP III, a real estate venture in which we previously owned a 10% interest. ~~The gains were~~Our $10.7 million share of the gain was recorded in connection with HVP III’s sale of 50 properties during ~~2019, prior to the Company’s acquisition of its partner’s 90% interest in the venture.~~2019.

Gains from sale of real estate, net were $6.7 million in 2020 compared to $1.5 million in 2019, ~~compared to $10.6 million in 2018, a decrease~~an increase of ~~$9.1~~$5.2 million. These gains are determined on a transactional basis and, accordingly, are not comparable across reporting periods.

~~Other~~The component of other (expense) income ~~increased $1.2~~designated as other decreased from income of $1.4 million ~~from 2018~~in 2019 to ~~2019,~~expense of $0.2 million in 2020, primarily due to fees earned in 2019 in connection with ~~joint venture property transactions that occurred during 2019.~~HVP III’s sale of 50 properties.

Comparison of the Year Ended December 31, ~~2018~~2019 to the Year Ended December 31, ~~2017~~2018

Refer to the section entitled “Results of Operations” within Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, ~~2018~~2019 for a comparison of the year ended December 31, ~~2018~~2019 to the year ended December 31, ~~2017.~~2018.

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Non-GAAP Financial Measures

NOI

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 ventures, other expense, depreciation and amortization expense, general and administrative expense and deducting from net income (loss): gains from sale of real estate, net, other income, gains from remeasurement of investments in real estate ventures and interest income. NOI is not a measure of performance calculated in accordance with GAAP.

We use NOI as a measure of operating performance at each of our stores, and for all of our stores 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.

We believe NOI is useful to investors in evaluating our operating performance because:

●

it is one of the primary measures used by our management and our store managers to evaluate the economic productivity of our stores, including our ability to lease our stores, increase pricing and occupancy and control our property operating expenses;

●

it is widely used in the real estate industry and the self-storage industry to measure the performance and value of real estate assets without regard to various items included in net income that do not relate to or are not indicative of operating performance, such as depreciation and amortization, which can vary depending upon accounting methods and the book value of assets; and

●

it helps our investors to meaningfully compare the results of our operating performance from period to period by removing the impact of our capital structure (primarily interest expense on our outstanding indebtedness) and depreciation of our basis in our assets from our operating results.

There are material limitations to using a measure such as NOI, including the difficulty associated with comparing results among more than one company and the inability to analyze certain significant items, including depreciation and interest expense, that directly affect our net income. We compensate for these limitations by considering the economic effect of the excluded expense items independently as well as in connection with our analysis of net income. NOI should be considered in addition to, but not as a substitute for, other measures of financial performance reported in accordance with GAAP, such as total revenues, operating income and net income.

FFO

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, as amended and restated, defines FFO as net income (computed in accordance with GAAP), excluding gains (or losses) from sales of real estate and related impairment charges, 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 our stores. Given the nature of our business as a real estate owner and operator, we consider FFO a key measure of our operating performance that is not specifically defined by accounting principles generally accepted in the United States. We believe that FFO is useful to management and investors as a starting point in measuring our operational performance because FFO excludes various items included in net income that do not relate to or are not indicative of our operating performance such as gains (or losses) from sales of real estate, gains from remeasurement of investments in real estate ventures, impairments of depreciable assets and depreciation, which can make periodic and peer analyses of operating performance more difficult. Our computation of FFO may not be comparable to FFO reported by other REITs or real estate companies.

FFO should not be considered as an alternative to net income (determined in accordance with GAAP) as an indication of our performance. FFO does not represent cash generated from operating activities determined in accordance with GAAP and is not a measure of liquidity or an indicator of our ability to make cash distributions. We believe that to further understand our performance, FFO should be compared with our reported net income and considered in addition to cash flows computed in accordance with GAAP, as presented in our consolidated financial statements.

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FFO, as adjusted

FFO, as adjusted represents FFO as defined above, excluding the effects of acquisition related costs, gains or losses from early extinguishment of debt, and non-recurring items, which we believe are not indicative of the Company’s operating results. We present FFO, as adjusted because we believe it is a helpful measure in understanding our results of operations insofar as we believe that the items noted above that are included in FFO, but excluded from FFO, as adjusted are not indicative of our ongoing operating results. We also believe that the analyst community considers our FFO, as adjusted (or similar measures using different terminology) when evaluating us. Because other REITs or real estate companies may not compute FFO, as adjusted in the same manner as we do, and may use different terminology, our computation of FFO, as adjusted may not be comparable to FFO, as adjusted reported by other REITs or real estate companies.

The following table presents a reconciliation of net income to FFO and FFO, as adjusted, for the years ended December 31, ~~2019~~2020 and ~~2018:~~2019:


	For the year ended December 31,				For the year ended December 31,
	2019		2018		2020		2019
	(dollars in thousands)
Net income attributable to the Company’s common shareholders	$	169,117	$	163,889	$	165,621	$	169,117

Add (deduct):
Real estate depreciation and amortization:
Real property		160,485		140,538		152,897		160,485
Company’s share of unconsolidated real estate ventures		7,052		10,286		7,430		7,052
Gains from sale of real estate, net ⁽¹⁾		(12,175)		(10,576)		(6,710)		(12,175)
Noncontrolling interests in the Operating Partnership		1,708		1,820		1,825		1,708
FFO attributable to common shareholders and OP unitholders	$	326,187	$	305,957	$	321,063	$	326,187

Add:
Loan procurement amortization expense - early repayment of debt		141		—
Loss related to settlement of legal action ⁽²⁾		—		1,828
Loss on early extinguishment of debt ⁽²⁾						18,020		141
FFO, as adjusted, attributable to common shareholders and OP unitholders	$	326,328	$	307,785	$	339,083	$	326,328

Weighted average diluted shares outstanding		191,576		185,495		194,943		191,576
Weighted average diluted units outstanding		1,886		2,021		2,137		1,886
Weighted average diluted shares and units outstanding		193,462		187,516		197,080		193,462

(1)

The year ended December 31, 2019 includes $10.7 million of gains from sale of real estate, net that are included in the Company’s share of equity in earnings of real estate ventures.

(2)

~~Loss related to settlement of legal action for~~For the year ended December 31, ~~2018, represents a charge related~~2020, loss on early extinguishment of debt relates to a ~~settlement agreement for~~$17.6 million prepayment premium and a ~~class action alleging violations~~$0.4 million write-off of ~~a state specific deceptive and unfair trade practices act.~~unamortized loan procurement costs associated with the Operating Partnership’s redemption, in full, of its 2022 Notes on October 30, 2020.

Cash Flows

Comparison of the Year Ended December 31, ~~2019~~2020 to the Year Ended December 31, ~~2018~~2019

A comparison of cash flow related to operating, investing and financing activities for the years ended December 31, ~~2019~~2020 and ~~2018~~2019 is as follows:


	For the year ended December 31,						For the year ended December 31,
Net cash provided by (used in):	2019		2018		Change		2020		2019		Change

	(in thousands)						(in thousands)

Operating activities	$	331,768	$	304,335	$	27,433	$	351,033	$	331,768	$	19,265
Investing activities	$	(375,664)	$	(322,259)	$	(53,405)	$	(511,441)	$	(375,664)	$	(135,777)
Financing activities	$	95,855	$	15,248	$	80,607	$	108,196	$	95,855	$	12,341

Cash provided by operating activities for the years ended December 31, 2020 and 2019 ~~and 2018~~ was ~~$331.8~~$351.0 million and ~~$304.3~~$331.8 million, respectively, reflecting an increase of ~~$27.4~~$19.3 million. Our increased cash flow from operating activities was primarily attributable to stores

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acquired and developed during ~~2018~~2019 and ~~2019,~~2020, as well as increased ~~net operating income levels on~~management fees related to the ~~same-store portfolio in 2019~~third-party management business resulting from more stores under management (723 stores as of December 31, 2020 compared to ~~2018.~~649 stores as of December 31, 2019).

Cash used in investing activities increased from ~~$322.3 million in 2018 to~~ $375.7 million infor the year ended December 31, 2019 ~~reflecting~~to $511.4 million for the year ended December 31, 2020, an increase of ~~$53.4~~$135.8 million. The change was primarily driven by an increase in cash used for acquisitions of storage ~~properties~~properties. Cash used during the year ended December 31, 2020 included the acquisition of 21 stores and land for an aggregate net purchase price of $415.9 million, net of $154.4 million of assumed debt and $175.1 million of OP units issued. Including the acquisition of the remaining interest in HVP III, a previously unconsolidated real estate ~~venture. Including the HVP III membership interest acquisition,~~venture, cash used during the year ended December 31, 2019 related to the acquisition of 29 stores for an aggregate net purchase price of $238.3 million, ~~inclusive~~net of $3.6 ~~million of OP units issued, while cash used during 2018 related to the acquisition of ten stores for an aggregate purchase price of $227.5 million, inclusive of $7.2 million of assumed debt and $4.8~~ million of OP units issued. Additionally, there was a ~~$16.7~~$47.5 million ~~increase~~decrease in development costs from the ~~2018~~year ended December 31, 2019 compared to ~~2019~~the year ended December 31, 2020 resulting from the payment of put liabilities associated with three previously consolidated development joint ventures during ~~2019. The remainder of~~ the ~~change was due to a $12.5 million decrease in the proceeds from sale of real estate, net from 2018 to~~ 2019 ~~resulting from the sale of one property for a sales price of $4.1 million in 2019 compared to the sale of two properties for an aggregate sales price of $17.5 million in 2018.~~period.

Cash provided by financing activities increased from ~~$15.2 million in 2018 to~~ $95.9 million infor the year ended December 31, 2019 ~~reflecting~~to $108.2 million for the year ended December 31, 2020, an increase of ~~$80.6~~$12.3 million. ~~This change was primarily~~During the ~~result of $696.4 million of~~years ended December 31, 2020 and 2019, we received net proceeds from unsecured senior notes of $445.8 million and $696.4 million, respectively, reflecting a decrease of $250.6 million that was primarily due to the timing and size of each offering. During the year ended December 31, 2020, we made principal payments on our ~~issuance~~2022 Notes of ~~the 2029 Notes and 2030 Notes (defined below)~~$250.0 million with no comparable payments during 2019, ~~as well as an increase~~and, additionally, there was a decrease of ~~$64.5~~$75.6 million in proceeds received from the issuance of common shares during ~~2019~~2020 compared to ~~2018.~~2019, due to fewer common shares sold under our at-the-market equity program in 2020 compared to 2019. During the year ended December 31, 2020, we also made principal payments on mortgage loans of $46.1 million compared to $11.7 million during the year ended December 31, 2019, reflecting an increase of $34.4 million that is primarily attributable to the repayment of three mortgage loans during 2020. These reductions in cash ~~inflows~~provided by financing activities were offset by a $200.0 million cash payment made to repay our unsecured term loan in January 2019 ~~and a $413.8 million~~with no comparable payment in 2020. In addition, net ~~increase in~~borrowings on the revolving credit facility were $117.8 million during the year ended December 31, 2020 compared to net payments ~~from 2018 to~~of $299.5 million during the year ended December 31, 2019. The change was also impacted by the combined $35.8 million cash outflow for the acquisition of the noncontrolling members’ interests in four separate consolidated development joint ventures during 2019 with no comparable cash outflow during 2018. Additionally, cash distributions paid to common shareholders and noncontrolling interests in the Operating Partnership increased $22.6 million from 2018 to 2019 resulting from the increase in the common dividend per share and number of shares outstanding.

Comparison of the Year Ended December 31, ~~2018~~2019 to the Year Ended December 31, ~~2017~~2018

Refer to the section entitled “Cash Flows” within Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, ~~2018~~2019 for a comparison of the year ended December 31, ~~2018~~2019 to the year ended December 31, ~~2017.~~2018.

Liquidity and Capital Resources

Liquidity Overview

Our cash flow from operations has historically been one of our primary sources of liquidity used to fund debt service, distributions and capital expenditures. We derive substantially all of our revenue from customers who lease space at our stores and fees earned from managing stores. Therefore, our ability to generate cash from operations is dependent on the rents that we are able to charge and collect from our customers. We believe that the properties in which we invest, self-storage properties, are less sensitive than other real estate product types to near-term economic downturns. However, prolonged economic downturns will adversely affect our cash flows from operations.

In order to qualify as a REIT for federal income tax purposes, the Parent Company is required to distribute at least 90% of REIT taxable income, excluding capital gains, to its shareholders on an annual basis or pay federal income tax. The nature of our business, coupled with the requirement that we distribute a substantial portion of our income on an annual basis, will cause us to have substantial liquidity needs over both the short and long term.

Our short-term liquidity needs consist primarily of funds necessary to pay operating expenses associated with our stores, refinancing of certain mortgage indebtedness, interest expense and scheduled principal payments on debt, expected distributions to limited partners and shareholders, capital expenditures and the development of new stores. These funding requirements will vary from year to year, in some cases significantly. In the ~~2020~~2021 fiscal year, we expect recurring capital expenditures to be approximately ~~$14.0~~$11.0 million to ~~$19.0~~$16.0 million, planned capital improvements and store upgrades to be approximately ~~$24.0~~$10.5 million to ~~$29.0~~$15.5 million and costs associated with the development of new stores to be approximately ~~$39.0~~$34.0 million to ~~$54.0~~$49.0 million. Our currently scheduled principal payments on debt are approximately ~~$12.8~~$46.4 million in ~~2020.~~2021.

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Our most restrictive financial covenants limit the amount of additional leverage we can add; however, we believe cash flows from operations, access to equity financing, including through our at-the-market equity program and available borrowings under our Revolver provide adequate sources of liquidity to enable us to execute our current business plan and remain in compliance with our covenants.

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Our liquidity needs beyond ~~2020~~2021 consist primarily of contractual obligations which include repayments of indebtedness at maturity, as well as potential discretionary expenditures such as (i) non-recurring capital expenditures; (ii) redevelopment of operating stores; (iii) acquisitions of additional stores; and (iv) development of new stores. We will have to satisfy the portion of our needs not covered by cash flow from operations through additional borrowings, including borrowings under our Revolver, sales of common or preferred shares of the Parent Company and common or preferred units of the Operating Partnership and/or cash generated through store dispositions and joint venture transactions.

We believe that, as a publicly traded REIT, we will have access to multiple sources of capital to fund our long-term liquidity requirements, including the incurrence of additional debt and the issuance of additional equity. However, we cannot provide any assurance that this will be the case. Our ability to incur additional debt will be dependent on a number of factors, including our degree of leverage, the value of our unencumbered assets and borrowing restrictions that may be imposed by lenders. In addition, dislocation in the United States debt markets may significantly reduce the availability and increase the cost of long-term debt capital, including conventional mortgage financing and commercial mortgage-backed securities financing. There can be no assurance that such capital will be readily available in the future. Our ability to access the equity capital markets will be dependent on a number of factors as well, including general market conditions for REITs and market perceptions about us.

As of December 31, ~~2019,~~2020, we had approximately ~~$54.9~~$3.6 million in available cash and cash equivalents. In addition, we had approximately ~~$749.3~~$631.6 million of availability for borrowings under the revolving portion of our Amended and Restated Credit Facility (defined below).

Unsecured Senior Notes

On ~~January 30, 2019,~~October 6, 2020, we issued ~~$350.0~~$450.0 million in aggregate principal amount of unsecured senior notes due February 15, ~~2029,~~2031, which bear interest at a rate of ~~4.375%~~2.000% per annum (the ~~“2029~~“2031 Notes”). The ~~2029~~2031 Notes were priced at ~~99.356%~~99.074% of the principal amount to yield ~~4.455% to~~2.100% at maturity. Net proceeds from the offering were used to repay, ~~all~~in full, $250.0 million of ~~the~~ outstanding indebtedness under our $200.0 million unsecured term loan portion of our credit facility that was scheduled to mature in January 2019. The remaining proceeds from the offering were used to repay a portion of the outstanding indebtedness under the revolving portion of our Credit Facility (defined below).

~~Additionally, on October 11, 2019, we issued $350.0 million in aggregate principal amount of unsecured~~4.800% senior notes due ~~February 15, 2030, which bear interest at a rate of 3.000% per annum (the “2030 Notes”).~~in July 2022. The ~~2030 Notes were priced at 99.623% of the principal amount to yield 3.043% to maturity. Net~~remaining proceeds from the offering were used to repay all of the outstanding indebtedness under the ~~Revolver~~revolving portion of our Credit Facility (defined below) and for working capital and other general corporate purposes.

Our unsecured senior notes are summarized as follows (collectively referred to as the “Senior Notes”):


	December 31,				Effective		Issuance	Maturity	December 31,				Effective		Issuance	Maturity
Unsecured Senior Notes	2019		2018		Interest Rate		Date	Date	2020		2019		Interest Rate		Date	Date

	(in thousands)								(in thousands)
$250M 4.800% Guaranteed Notes due 2022	$	250,000	$	250,000	4.82	%	Jun-12	Jul-22
$300M 4.375% Guaranteed Notes due 2023 ⁽¹⁾		300,000		300,000	4.33	%	Various ⁽¹⁾	Dec-23
$300M 4.000% Guaranteed Notes due 2025 ⁽²⁾		300,000		300,000	3.99	%	Various ⁽²⁾	Nov-25
$250M 4.800% Guaranteed Notes due 2022 ⁽¹⁾									$	—	$	250,000	4.82	%	Jun-12	Jul-22
$300M 4.375% Guaranteed Notes due 2023 ⁽²⁾										300,000		300,000	4.33	%	Various ⁽²⁾	Dec-23
$300M 4.000% Guaranteed Notes due 2025 ⁽³⁾										300,000		300,000	3.99	%	Various ⁽³⁾	Nov-25
$300M 3.125% Guaranteed Notes due 2026		300,000		300,000	3.18	%	Aug-16	Sep-26		300,000		300,000	3.18	%	Aug-16	Sep-26
$350M 4.375% Guaranteed Notes due 2029		350,000		—	4.46	%	Jan-19	Feb-29		350,000		350,000	4.46	%	Jan-19	Feb-29
$350M 3.000% Guaranteed Notes due 2030		350,000		—	3.04	%	Oct-19	Feb-30		350,000		350,000	3.04	%	Oct-19	Feb-30
$450M 2.000% Guaranteed Notes due 2031										450,000		—	2.10	%	Oct-20	Feb-31
Principal balance outstanding		1,850,000		1,150,000						2,050,000		1,850,000
Less: Discount on issuance of unsecured senior notes, net		(3,860)		(568)						(7,470)		(3,860)
Less: Loan procurement costs, net		(10,415)		(5,908)						(12,158)		(10,415)
Total unsecured senior notes, net	$	1,835,725	$	1,143,524					$	2,030,372	$	1,835,725

(1)

On October 30, 2020, the Operating Partnership redeemed, in full, the 2022 Notes, with proceeds from its $450.0 million of 2.000% senior notes due 2031 issued on October 6, 2020. In connection with the redemption of the 2022 Notes, the Operating Partnership recognized a loss on early debt extinguishment of $18.0 million, of which $17.6 million represents a prepayment premium and $0.4 represents the write-off of unamortized loan procurement costs.

(2)

On April 4, 2017, the Operating Partnership issued $50.0 million of its 4.375% senior notes due 2023, which are part of the same series as the $250.0 million principal amount of the Operating Partnership’s 4.375% senior notes due December 15, 2023 issued on December 17, 2013. The $50.0 million and $250.0 million tranches were priced at 105.040% and 98.995%, respectively, of

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the principal amount to yield 3.495% and 4.501%, respectively, to maturity. The combined weighted average effective interest rate of the 2023 notes is 4.330%.

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~~(2)~~(3)

On April 4, 2017, the Operating Partnership issued $50.0 million of its 4.000% senior notes due 2025, which are part of the same series as the $250.0 million principal amount of the Operating Partnership’s 4.000% senior notes due November 15, 2025 issued on October 26, 2015. The $50.0 million and $250.0 million tranches were priced at 101.343% and 99.735%, respectively, of the principal amount to yield 3.811% and 4.032%, respectively, to maturity. The combined weighted average effective interest rate of the 2025 notes is 3.994%.

The indenture under which the Senior Notes were issued restricts the ability of the Operating Partnership and its subsidiaries to incur debt unless the Operating Partnership and its consolidated subsidiaries comply with a leverage ratio not to exceed 60% and an interest coverage ratio of more than 1.5:1.0 after giving effect to the incurrence of the debt. The indenture also restricts the ability of the Operating Partnership and its subsidiaries to incur secured debt unless the Operating Partnership and its consolidated subsidiaries comply with a secured debt leverage ratio not to exceed 40% after giving effect to the incurrence of the debt. The indenture also contains other financial and customary covenants, including a covenant not to own unencumbered assets with a value less than 150% of the unsecured indebtedness of the Operating Partnership and its consolidated subsidiaries. As of and for the year ended December 31, ~~2019,~~2020, the Operating Partnership was in compliance with all of the financial covenants under the Senior Notes.

Revolving Credit Facility and Unsecured Term Loans

On December 9, 2011, we entered into a credit agreement (the “Credit Facility”), which was subsequently amended on April 5, 2012, June 18, 2013 and April 22, 2015 to provide for, among other things, a $500.0 million unsecured revolving facility with a maturity date of April 22, 2020. On June 19, 2019, we amended and restated, in its entirety, the Credit Facility (the “Amended and Restated Credit Facility”) which, subsequent to the amendment and restatement, is comprised of a $750.0 million unsecured revolving credit facility (the “Revolver”) maturing on June 19, 2024. Under the Amended and Restated Credit Facility, pricing on the Revolver is dependent upon our unsecured debt credit ratings. At our current Baa2/BBB level, amounts drawn under the Revolver are priced at 1.10% over LIBOR, inclusive of a facility fee of 0.15%. We incurred costs of $3.9 million in 2019 in connection with amending and restating the Credit Facility and capitalized such costs as a component of Loan procurement costs, net of amortization on the consolidated balance sheets.

On January 31, 2019, we used a portion of the net proceeds from the issuance of $350.0 million of 4.375% Senior Notes due 2029 (the “2029 Notes”) to repay all of the outstanding indebtedness under the $200.0 million unsecured term loan portion of the Credit Facility.

As of December 31, ~~2019,~~2020, borrowings under the Revolver had an effective weighted average interest rate of ~~2.86%~~1.24%. Additionally, as of December 31, ~~2019, $749.3~~2020, $631.6 million was available for borrowing under the Revolver. The available balance under the Revolver is reduced by an outstanding letter of credit of ~~$0.7~~$0.6 million.

~~Our unsecured term loans under the Credit Facility and Term Loan Facility are summarized below:~~

Carrying Value as of:

Effective Interest


December 31,

Rate as of

Maturity

Unsecured Term Loans

2019

2018

December 31, 2019

Date

(in thousands)

Credit Facility

Unsecured term loan ⁽¹⁾

$
—

$
200,000

—
%

Jan-19

Term Loan Facility

Unsecured term loan ⁽²⁾

—

100,000

—
%

Jan-20

Principal balance outstanding

—

300,000

Less: Loan procurement costs, net

—

(201)

Total unsecured term loans, net

$
—

$
299,799

~~(1)~~

On January 31, 2019, we used a portion of the net proceeds from the issuance of the 2029 Notes to repay all of the outstanding indebtedness under the unsecured term loan portion of the Credit Facility.

~~(2)~~

On June 19, 2019, we used an initial advance at closing of the Amended and Restated Credit Facility to repay all of the outstanding indebtedness under the unsecured term loan portion of the Term Loan Facility that was scheduled to mature in January 2020. Unamortized loan procurement costs of $0.1 million were written off in conjunction with the repayment.

Under the Amended and Restated Credit Facility, our ability to borrow under the Revolver is subject to ongoing compliance with certain financial covenants which include, among other things, (1) a maximum total indebtedness to total asset value of 60.0%, and (2) a

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minimum fixed charge coverage ratio of 1.5:1.0. As of and for the year ended December 31, ~~2019,~~2020, the Operating Partnership was in compliance with all of its financial covenants.

On June 20, 2011, we entered into an unsecured term loan agreement (the “Term Loan Facility”), which was subsequently amended on June 18, 2013 and August 5, 2014, consisting of, among other things, a $100.0 million unsecured term loan that was scheduled to mature in January 2020. On June 19, 2019, we used an initial advance at closing of the Amended and Restated Credit Facility to repay all of the outstanding indebtedness under the unsecured term loan portion of the Term Loan Facility. Unamortized loan procurement costs of $0.1 million were written off in conjunction with the repayment

Issuance of Common Shares

We maintain an at-the-market equity program that enables us to offer and sell up to ~~50.0~~60.0 million common shares through sales agents pursuant to equity distribution agreements (the “Equity Distribution Agreements”). Our sales activity under the program for the years ended December 31, 2020, 2019 ~~2018~~ and ~~2017~~2018 is summarized below:


	For the year ended December 31,
	2020		2019		2018

	(dollars and shares in thousands, except per share amounts)
Number of shares sold		3,627		5,899		4,291
Average sales price per share	$	33.69	$	33.64	$	31.09
Net proceeds after deducting offering costs	$	120,727	$	196,304	$	131,835

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For the year ended December 31,

2019

2018

2017

(dollars and shares in thousands, except per share amounts)
Number of shares sold

5,899

4,291

1,036
Average sales price per share

$
33.64

$
31.09

$
29.13
Net proceeds after deducting offering costs

$
196,304

$
131,835

$
29,642

We used proceeds from sales of common shares under the program during the years ended December 31, 2020, 2019 ~~2018~~ and ~~2017~~2018 to fund acquisitions of storage properties and for general corporate purposes. As of December 31, 2020, 2019 and 2018, ~~and 2017,~~10.9 million common shares, 4.6 million common shares ~~10.5 million common shares~~ and ~~4.7~~10.5 million common shares, respectively, remained available for issuance under the Equity Distribution Agreements.

Other Material Changes in Financial Position


	December 31,						December 31,
	2019		2018		Change		2020			2019		Change
			(in thousands)							(in thousands)
Selected Assets
Storage properties, net	$	3,774,485	$	3,600,968	$	173,517	$	4,505,814		$	3,774,485	$	731,329
Other assets, net		101,443		48,763		52,680		170,753			101,443		69,310
									��
Selected Liabilities
Unsecured senior notes, net	$	1,835,725	$	1,143,524	$	692,201	$	2,030,372		$	1,835,725	$	194,647
Revolving credit facility		—		195,525		(195,525)		117,800			—		117,800
Unsecured term loans, net		—		299,799		(299,799)
Mortgage loans and notes payable, net								216,504			96,040		120,464
Lease liabilities - finance leases								65,599			—		65,599

Noncontrolling interests in the Operating Partnership							$	249,414		$	62,088	$	187,326

Storage properties, net increased ~~$173.5~~$731.3 million from December 31, ~~2018~~2019 to December 31, ~~2019,~~2020, primarily as a result of the acquisition of 2921 storage properties, additions and improvements to storage properties, and development costs incurred during the year.

Other assets, net increased ~~$52.7~~$69.3 million from December 31, ~~2018~~2019 to December 31, ~~2019~~2020, primarily due to the ~~adoption of Accounting Standard Update (“ASU”) No. 2016-02 - Leases (Topic 842) on January 1, 2019, which required~~value assigned to the ~~Company to record~~in-place leases at the 21 storage properties acquired during the year and the right-of-use ~~assets~~asset associated with ~~leases~~the assumption of a ground lease in ~~which it serves~~connection with the acquisition of the Storage Deluxe Assets that was classified as ~~lessee (see note 13).~~an operating lease.

Unsecured senior notes, net increased ~~$692.2~~$194.6 million from December 31, ~~2018~~2019 to December 31, ~~2019~~2020 as a result of the issuance of the ~~2029 Notes and 2030~~2031 Notes on ~~January 31, 2019 and~~ October ~~11, 2019, respectively.~~6, 2020 offset by the redemption of the 2022 Notes on October 30, 2020.

Revolving credit facility ~~decreased $195.5~~increased $117.8 million from December 31, ~~2018~~2019 to December 31, ~~2019~~2020 primarily as a result of borrowings used to fund the ~~Company using a portion~~acquisitions of 21 storage properties, additions and improvements to storage properties, and development costs incurred during the ~~net proceeds from the issuance of the 2030 Notes to repay all of the outstanding indebtedness under the Revolver.~~year.

~~Unsecured term~~Mortgage loans and notes payable, net ~~decreased $299.8~~increased $120.5 million from December 31, ~~2018~~2019 to December 31, 2020 primarily due to the assumption of six mortgage loans, one of which was repaid immediately upon assumption, in connection with the acquisition of a portfolio of eight stores located in the outer boroughs of New York City (the “Storage Deluxe Assets”).

Lease liabilities – finance leases increased $65.6 million from December 31, 2019 ~~as a result~~to December 31, 2020 due to the assumption of two ground leases in connection with the acquisition of the ~~Company using a portion of~~Storage Deluxe Assets.

Noncontrolling interests in the ~~net proceeds~~Operating Partnership increased $187.3 million from December 31, 2019 to December 31, 2020, primarily due to the issuance of OP Units in connection with the ~~2029 Notes to repay all~~acquisition of the ~~outstanding indebtedness under~~Storage Deluxe Assets and the ~~unsecured term loan portion~~acquisition of the Credit Facility, and an initial advance at closing of the Amended and Restated Credit Facility to repay all of the outstanding indebtedness under the unsecured term loan portion of the Term Loan Facility.noncontrolling interest in a joint venture that developed a store located in Brooklyn, NY.

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~~Contractual Obligations~~

~~The following table summarizes our known contractual obligations as of December 31, 2019 (in thousands):~~

Payments Due by Period




















2025 and

Total

2020

2021

2022

2023

2024

thereafter

Mortgage loans and notes payable ⁽¹⁾

$
94,494

$
12,791

$
45,057

$
923

$
31,019

$
4,704

$
—

Unsecured senior notes ⁽²⁾

1,850,000

—

—

250,000

300,000

—

1,300,000

Interest payments

472,242

77,071

75,250

68,532

60,829

47,280

143,280

Operating lease payments

103,171

2,273

2,302

2,459

2,523

2,373

91,241

Software and service contracts

1,873

1,735

138

—

—

—

—

Properties under contract to be acquired ⁽³⁾

54,853

54,853

—

—

—

—

—

Development commitments

56,654

46,603

10,051

—

—

—

—

$
2,633,287

$
195,326

$
132,798

$
321,914

$
394,371

$
54,357

$
1,534,521

~~(1)~~

~~Amounts do not include $1.8 million of unamortized fair value adjustments for discounts/premiums and $0.3 million of unamortized loan procurement costs as of December 31, 2019.~~

~~(2)~~

~~Amounts do not include $3.9 million of unamortized discounts on the issuance of unsecured senior notes and $10.4 million of unamortized loan procurement costs as of December 31, 2019.~~

~~(3)~~

Amounts do not include $2.6 million of aggregate deposits made by the Company as of December 31, 2019. The deposits are associated with two properties that were under contract to be acquired as of December 31, 2019 and are to be applied towards the purchase price of each property upon acquisition.

Off-Balance Sheet Arrangements

We do not have off-balance sheet arrangements, financings or other relationships with other unconsolidated entities (other than our co-investment partnerships) or other persons, also known as variable interest entities not previously discussed.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our future income, cash flows and fair values relevant to financial instruments depend upon prevailing market interest rates.

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Market Risk

Our investment policy relating to cash and cash equivalents is to preserve principal and liquidity while maximizing the return through investment of available funds.

Effect of Changes in Interest Rates on our Outstanding Debt

Our interest rate risk objectives are to limit the impact of interest rate fluctuations on earnings and cash flows and to lower our overall borrowing costs. To achieve these objectives, we manage our exposure to fluctuations in market interest rates for a portion of our borrowings through the use of derivative financial instruments such as interest rate swaps or caps to mitigate our interest rate risk on a related financial instrument or to effectively lock the interest rate on a portion of our variable-rate debt. The analysis below presents the sensitivity of the market value of our financial instruments to selected changes in market interest rates. The range of changes chosen reflects our view of changes which are reasonably possible over a one-year period. Market values are the present value of projected future cash flows based on the market interest rates chosen.

As of December 31, ~~2019~~2020 our consolidated debt consisted of ~~$1,944.5~~$2,252.8 million of outstanding mortgage loans and notes payable and unsecured senior notes that are subject to fixed rates. ~~Borrowings under our Revolver are~~Additionally, as of December 31, 2020, there were $117.8 million of outstanding unsecured credit facility borrowings subject to floating rates. Changes in market interest rates have different impacts on the fixed- and variable-rate portions of our debt portfolio. A change in market interest rates on the fixed portion of the debt portfolio impacts the net financial instrument position, but has no impact on interest incurred or cash flows. A change in market interest rates on the variable portion of the debt portfolio impacts the interest incurred and cash flows, but does not impact the net financial instrument position.

46If market interest rates on our variable-rate debt increase by 100 basis points, the increase in annual interest expense on our variable-rate debt would decrease future earnings and cash flows by approximately $1.2 million a year. If market interest rates on our variable-rate debt decrease by 100 basis points, the decrease in interest expense on our variable-rate debt would increase future earnings and cash flows by approximately $1.2 million a year.

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If market interest rates increase by 100 basis points, the fair value of our outstanding fixed-rate mortgage debt and unsecured senior notes would decrease by approximately ~~$110.2~~$143.0 million. If market interest rates decrease by 100 basis points, the fair value of our outstanding fixed-rate mortgage debt and unsecured senior notes would increase by approximately ~~$122.5~~$161.8 million.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Financial statements required by this item appear with an Index to Financial Statements and Schedules, starting on page F-1 of this Report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Controls and Procedures (Parent Company)

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Report, the Parent Company carried out an evaluation, under the supervision and with the participation of its management, including its chief executive officer and chief financial officer, of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) under the Exchange Act).

Based on that evaluation, the Parent Company’s chief executive officer and chief financial officer have concluded that the Parent Company’s disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information required to be disclosed by the Parent Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to the Parent Company’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

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Changes in Internal Control Over Financial Reporting

There has been no change in the Parent Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during its most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

Management’s report on internal control over financial reporting of the Parent Company is set forth on page F-2 of this Report, and is incorporated herein by reference. The effectiveness of the Parent Company’s internal control over financial reporting as of December 31, ~~2019~~2020 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in its report which is included herein.

Controls and Procedures (Operating Partnership)

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Report, the Operating Partnership carried out an evaluation, under the supervision and with the participation of its management, including the Operating Partnership’s chief executive officer and chief financial officer, of the effectiveness of the design and operation of the Operating Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) under the Exchange Act).

Based on that evaluation, the Operating Partnership’s chief executive officer and chief financial officer have concluded that the Operating Partnership’s disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information required to be disclosed by the Operating Partnership in reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to the Operating Partnership’s management, including the Operating Partnership’s chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

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Changes in Internal Control Over Financial Reporting

There has been no change in the Operating Partnership’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

Management’s report on internal control over financial reporting of the Operating Partnership is set forth on page F-3 of this Report, and is incorporated herein by reference. The effectiveness of the Operating Partnership’s internal control over financial reporting as of December 31, ~~2019~~2020 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in its report which is included herein.

ITEM 9B. OTHER INFORMATION

Not applicable.

PART III

ITEM 10. TRUSTEES, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

We have adopted a Code of Ethics for all of our employees, officers and trustees, including our principal executive officer and principal financial officer, which is available on our website at www.cubesmart.com. We intend to disclose any amendment to, or a waiver from, a provision of our Code of Ethics on our website within four business days following the date of the amendment or waiver.

The remaining information required by this item regarding trustees, executive officers and corporate governance is hereby incorporated by reference to the material appearing in the Parent Company’s Proxy Statement for the Annual Shareholders Meeting to be held in ~~2020~~2021 (the “Proxy Statement”) under the captions “Proposal 1: Election of Trustees,” “Executive Officers,” “Meetings and Committees of the Board of Trustees,” and “Shareholder Proposals and Nominations for the ~~2020~~2021 Annual Meeting.” The information required by this item

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regarding compliance with Section 16(a) of the Exchange Act is hereby incorporated by reference to the material appearing in the Parent Company’s Proxy Statement under the caption “Delinquent Section 16(a) Reports.”

ITEM 11. EXECUTIVE COMPENSATION

The information required by this item is hereby incorporated by reference to the material appearing in the Parent Company’s Proxy Statement under the captions “Compensation Committee Report,” “Meetings and Committees of the Board of Trustees Compensation Committee Interlocks and Insider Participation,” “Compensation Discussion and Analysis,” “Executive Compensation,” “Severance Plan and Potential Payments Upon Termination or Change in Control,” and “Trustee Compensation.”

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

The following table sets forth certain information regarding our equity compensation plans as of December 31, ~~2019.~~2020.

Number of securities remaining

Number of securities to

Weighted average

available for future issuance under

Number of securities to

Weighted average

available for future issuance under

be issued upon exercise

exercise price of

equity compensation plans

be issued upon exercise

exercise price of

equity compensation plans

of outstanding options,

outstanding options,

(excluding securities

of outstanding options,

outstanding options,

(excluding securities

Plan Category

warrants and rights

reflected in column(a))

warrants and rights

reflected in column(a))

(a)

(b)

(c)

(a)

(b)

(c)

Equity compensation plans approved by shareholders

1,602,353

24.10

⁽¹⁾

4,015,223

2,118,090

26.37

⁽¹⁾

3,233,009

Equity compensation plans not approved by shareholders

—

Total

1,602,353

24.10

4,015,223

2,118,090

26.37

3,233,009

(1)

This number reflects the weighted average exercise price of outstanding options and has been calculated exclusive of outstanding restricted unit awards.

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The information regarding security ownership of certain beneficial owners and management required by this item is hereby incorporated by reference to the material appearing in the Parent Company’s Proxy Statement under the caption “Security Ownership of Management” and “Security Ownership of Beneficial Owners.”

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND TRUSTEE INDEPENDENCE

The information required by this item is hereby incorporated by reference to the material appearing in the Parent Company’s Proxy Statement under the captions “Corporate Governance - Independence of Trustees,” “Policies and Procedures Regarding Review, Approval or Ratification of Transactions With Related Persons,” and “Transactions With Related Persons.”

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item is hereby incorporated by reference to the material appearing in the Parent Company’s Proxy Statement under the captions “Audit Committee Matters - Fees Paid to Our Independent Registered Public Accounting Firm” and “- Audit Committee Pre-Approval Policies and Procedures.”

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as part of this report:

1. Financial Statements.

The response to this portion of Item 15 is submitted as a separate section of this report.

2. Financial Statement Schedules.

The response to this portion of Item 15 is submitted as a separate section of this report.

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3. Exhibits.

The list of exhibits filed with this Report is set forth in response to Item 15(b). The required exhibit index has been filed with the exhibits.

(b) Exhibits. The following documents are filed as exhibits to this report:



3.1*		Articles of Amendment to the Declaration of Trust of CubeSmart, incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed on May 28, 2015.

3.2*		Articles of Restatement of the Declaration of Trust of CubeSmart, incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K, filed on May 28, 2015.

3.3*		Articles Supplementary to Declaration of Trust of CubeSmart classifying and designating CubeSmart’s 7.75% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, incorporated by reference to Exhibit 3.3 to CubeSmart’s Form 8-A, filed on October 31, 2011.

3.4*		Articles of Amendment to the Declaration of Trust of CubeSmart, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on November 3, 2016.

3.5*		~~Third Amended and Restated Bylaws of CubeSmart, effective September 14, 2011, incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on September 16, 2011.~~

3.6*		Certificate of Limited Partnership of U-Store-It, L.P., incorporated by reference to Exhibit 3.1 to CubeSmart, L.P.’s Registration Statement on Form 10, filed on July 15, 2011.

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3.73.6		Amendment No. 1 to Certificate of Limited Partnership of CubeSmart, L.P., dated September 14, 2011, incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K, filed on September 16, 2011.

3.83.7		Second Amended and Restated Agreement of Limited Partnership of U-Store-It, L.P. dated as of October 27, 2004, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on November 2, 2004.

3.93.8		Amendment No. 1 to Second Amended and Restated Agreement of Limited Partnership of CubeSmart, L.P. dated as of September 14, 2011, incorporated by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K, filed on September 16, 2011.

3.103.9		Amendment No. 2 to Second Amended and Restated Agreement of Limited Partnership of CubeSmart, L.P. dated as of November 2, 2011, incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on November 2, 2011.

3.113.10		Class C Unit Supplement No. 1 to Second Amended and Restated Agreement of Limited Partnership of CubeSmart, L.P. dates as of April 12, 2017, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on April 18, 2017.

3.123.11		Articles of Amendment to the Declaration of Trust of CubeSmart, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on June 2, 2017.

3.133.12		~~First Amendment to Third~~Fourth Amended and Restated Bylaws of CubeSmart, effective ~~June 1, 2017,~~August 5, 2020, incorporated by reference to Exhibit ~~3.2~~3.1 to the Company’s ~~Current~~Quarterly Report on Form ~~8-K,~~10-Q, filed on ~~June 2, 2017.~~August 7, 2020.

4.1*		Form of Common Share Certificate, incorporated by reference to Exhibit 4.1 to Amendment No. 3 to the Company’s Registration Statement on Form S-11, filed on October 20, 2004, File No. 333-117848.

4.2*		Form of Certificate for CubeSmart’s 7.75% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, incorporated by reference to Exhibit 4.1 to CubeSmart’s Form 8-A, filed on October 31, 2011.

4.3*		Indenture, dated as of September 16, 2011, among CubeSmart, L.P., CubeSmart and U.S. Bank National Association, incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-3, filed on September 16, 2011.

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4.4*		First Supplemental Indenture, dated as of June 26, 2012, among the Company, the Operating Partnership and U.S. Bank National Association, incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on June 26, 2012.

4.5*		Form of $250 million aggregate principal amount of 4.80% senior note due July 15, 2022, incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on June 26, 2012.

4.6*		~~Form of CubeSmart Notation of Guarantee, incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed on June 26, 2012.~~

4.7*		Second Supplemental Indenture, dated as of December 17, 2013, among the Company, the Operating Partnership and U.S. Bank National Association, incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on December 17, 2013.

4.84.6		Form of $250 million aggregate principal amount of 4.375% senior notes due December 15, 2023, incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on December 17, 2013.

4.94.7		Form of CubeSmart Notation of Guarantee, incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed on December 17, 2013.

4.104.8		Third Supplemental Indenture, dated as of October 26, 2015, among CubeSmart, CubeSmart, L.P. and U.S. Bank National Association, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on October 26, 2015.

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4.114.9		Form of $250 million aggregate principal amount of 4.000% senior note due November 15, 2025, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on October 26, 2015.

4.124.10		Fourth Supplemental Indenture, dated as of August 15, 2016, among CubeSmart, CubeSmart, L.P. and U.S. Bank National Association, incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on August 15, 2016.

4.134.11		Form of $300 million aggregate principal amount of 3.125% senior notes due September 1, 2026, incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on August 15, 2016.

4.144.12		Form of CubeSmart Notation of Guarantee, incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed on August 15, 2016.

4.154.13		Form of $50 million aggregate principal amount of 4.375% senior notes due December 15, 2023, incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on April 5, 2017.

4.164.14		Form of $50 million aggregate principal amount of 4.000% senior notes due November 15, 2025, incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed on April 5, 2017.

4.174.15		Fifth Supplemental Indenture, dated as of April 4, 2017, among CubeSmart, CubeSmart, L.P. and U.S. Bank National Association, incorporated herein by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K, filed on April 5, 2017.

4.184.16		Form of $350 million aggregate principal amount of 4.375% senior notes due February 15, 2029, incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on January 30, 2019.

4.194.17		Sixth Supplemental Indenture, dated as of January 30, 2019, among CubeSmart, CubeSmart, L.P. and U.S. Bank National Association, incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed on January 30, 2019.

4.204.18		Form of $350 million aggregate principal amount of 3.000% senior notes due February 15, 2030, incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on October 11, 2019.

4.214.19		Form of CubeSmart Notation of Guarantee, incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on October 11, 2019.

4.224.20		Seventh Supplemental Indenture, dated of as October 11, 2019, among CubeSmart, CubeSmart, L.P. and U.S. Bank National Association, incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed on October 11, 2019.

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~~4.23~~4.21*		Form of $450 million aggregate principal amount of 2.000% senior notes due February 15, 2031, incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on October 6, 2020.

4.22*		Form of CubeSmart Guarantee, incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on October 6, 2020.

4.23*		Eighth Supplemental Indenture, dated of as October 6, 2020, among CubeSmart, CubeSmart, L.P. and U.S. Bank National Association, incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed on October 6, 2020.

4.24*		Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of ~~1934.~~1934, incorporated herein by reference to Exhibit 4.23 to the Company’s Annual Report on Form 10-K, filed on February 21, 2020.

10.1*†		Indemnification Agreement, dated as of October 27, 2004, by and among U-Store-It Trust, U-Store-It, L.P. and David J. LaRue (substantially identical agreements have been entered into with Christopher P. Marr, Timothy M. Martin, Jeffrey P. Foster, Joel D. Keaton, Piero Bussani, Dorothy Dowling, John W. Fain, Marianne M. Keler, John F. Remondi, Jeffrey F. Rogatz and Deborah R. Salzberg), incorporated by reference to Exhibit 10.19 to the Company’s Current Report on Form 8-K, filed on November 2, 2004.

10.2*†		Form of Restricted Share Agreement for Non-Employee Trustees under the U-Store-It Trust 2007 Equity Incentive Plan, incorporated by reference to Exhibit 10.83 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, filed on February 29, 2008.

10.3*†		Form of Nonqualified Share Option Agreement under the U-Store-It Trust 2004 Equity Incentive Plan, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, filed on May 10, 2007.

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10.4*†		Form of Restricted Share Agreement under the U-Store-It Trust 2004 Equity Incentive Plan, incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, filed on May 10, 2007.

10.5*†		Form of Nonqualified Share Option Agreement under the U-Store-It Trust 2007 Equity Incentive Plan, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on January 25, 2008.

10.6*†		Form of Restricted Share Agreement under the U-Store-It Trust 2007 Equity Incentive Plan, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on January 25, 2008.

10.7*†		U-Store-It Trust Trustees Deferred Compensation Plan, amended and restated effective January 1, 2009, incorporated by reference to Exhibit 10.78 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, filed on March 2, 2009.

10.8*†		U-Store-It Trust Executive Deferred Compensation Plan, amended and restated effective January 1, 2009, incorporated by reference to Exhibit 10.79 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, filed on March 2, 2009.

10.9*†		U-Store-It Trust Deferred Trustees Plan, effective as of May 31, 2005, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on June 6, 2005.

10.10*†		Form of Restricted Share Agreement under the CubeSmart 2007 Equity Incentive Plan, incorporated herein by reference to Exhibit 10.42 to the Company’s Annual Report on Form 10-K, filed on February 28, 2013.

10.11*†		Form of Non-Qualified Share Option Agreement under the CubeSmart 2007 Equity Incentive Plan, incorporated herein by reference to Exhibit 10.43 to the Company’s Annual Report on Form 10-K, filed on February 28, 2013.

10.12*†		Form of 2012 Performance-Vested Restricted Share Unit Award Agreement under the CubeSmart 2007 Equity Incentive Plan, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on January 31, 2012.

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10.13*†		Form of Restricted Share Unit Award Agreement (2-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, incorporated herein by reference to Exhibit 10.47 to the Company’s Annual Report on Form 10-K, filed on February 28, 2013.

10.14*†		Form of Performance-Vested Restricted Share Unit Award Agreement under the CubeSmart 2007 Equity Incentive Plan, incorporated herein by reference to Exhibit 10.48 to the Company’s Annual Report on Form 10-K, filed on February 28, 2013.

10.15*		Waiver of Ownership Limitation, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, filed on May 6, 2013.

10.16*		Underwriting Agreement, dated as of January 24, 2019, among CubeSmart, CubeSmart, L.P., Wells Fargo Securities, LLC, Barclays Capital Inc. and Jefferies LLC, as representatives of each of the other underwriters named in Exhibit A thereto, incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K, filed on January 25, 2019.

10.17*†		Advisory Agreement, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, filed on November 8, 2013.

10.1810.17†		Form of Non-Qualified Share Option Agreement for Executive Officers (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, incorporated by reference to Exhibit 10.58 to the Company’s Annual Report on Form 10-K, filed on February 28, 2014.

10.1910.18†		Form of Non-Qualified Share Option Agreement (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, incorporated by reference to Exhibit 10.59 to the Company’s Annual Report on Form 10-K, filed on February 28, 2014.

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10.2010.19†		Form of Performance Share Award Agreement for Executive Officers (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, incorporated by reference to Exhibit 10.60 to the Company’s Annual Report on Form 10-K, filed on February 28, 2014.

10.2110.20†		Form of Performance Share Award Agreement (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, incorporated by reference to Exhibit 10.61 to the Company’s Annual Report on Form 10-K, filed on February 28, 2014.

10.2210.21†		Form of Restricted Share Award Agreement for Executive Officers (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, incorporated by reference to Exhibit 10.63 to the Company’s Annual Report on Form 10-K, filed on February 28, 2014.

10.2310.22†		Form of Restricted Share Award Agreement (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, incorporated by reference to Exhibit 10.64 to the Company’s Annual Report on Form 10-K, filed on February 28, 2014.

10.2410.23†		Form of Restricted Share Award Agreement (5-Year Vesting) under the CubeSmart 2004 Equity Incentive Plan, incorporated by reference to Exhibit 10.65 to the Company’s Annual Report on Form 10-K, filed on February 28, 2014.

10.2510.24†		Amended and Restated CubeSmart 2007 Equity Incentive Plan, effective June 1, 2016, incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement, filed on April 14, 2016.

10.2610.25†		CubeSmart Executive Severance Plan, effective January 1, 2017, incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed on November 4, 2016.

10.2710.26†		Form of Non-Qualified Share Option Agreement for Executive Officers (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, as amended and restated, effective June 1, 2016, incorporated by reference to Exhibit 10.42 to the Company’s Annual Report on Form 10-K, filed on February 17, 2017.

10.2810.27†		Form of Non-Qualified Share Option Agreement (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, as amended and restated, effective June 1, 2016, incorporated by reference to Exhibit 10.43 to the Company’s Annual Report on Form 10-K, filed on February 17, 2017.

10.2910.28†		Form of Restricted Share Award Agreement for Executive Officers (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, as amended and restated, effective June 1, 2016, incorporated by reference to Exhibit 10.44 to the Company’s Annual Report on Form 10-K, filed on February 17, 2017.

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10.3010.29†		Form of Restricted Share Award Agreement (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, as amended and restated, effective June 1, 2016, incorporated by reference to Exhibit 10.45 to the Company’s Annual Report on Form 10-K, filed on February 17, 2017.

10.3110.30†		Form of Restricted Share Award Agreement (5-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, as amended and restated, effective June 1, 2016, incorporated by reference to Exhibit 10.46 to the Company’s Annual Report on Form 10-K, filed on February 17, 2017.

10.3210.31†		Form of Restricted Share Unit Award Agreement for Executive Officers (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, as amended and restated, effective June 1, 2016, incorporated by reference to Exhibit 10.47 to the Company’s Annual Report on Form 10-K, filed on February 17, 2017.

10.3310.32†		Form of Restricted Share Unit Award Agreement (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, as amended and restated, effective June 1, 2016, incorporated by reference to Exhibit 10.48 to the Company’s Annual Report on Form 10-K, filed on February 17, 2017.

10.3410.33†		Form of Performance-Vested Restricted Share Award Agreement for Executive Officers (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, as amended and restated, effective June 1, 2016, incorporated by reference to Exhibit 10.49 to the Company’s Annual Report on Form 10-K, filed on February 17, 2017.

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10.3510.34†		Form of Performance-Vested Restricted Share Award Agreement (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, as amended and restated, effective June 1, 2016, incorporated by reference to Exhibit 10.50 to the Company’s Annual Report on Form 10-K, filed on February 17, 2017.

10.3610.35†		Form of Performance-Vested Restricted Share Unit Award Agreement for Executive Officers (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, as amended and restated, effective June 1, 2016, incorporated by reference to Exhibit 10.51 to the Company’s Annual Report on Form 10-K, filed on February 17, 2017.

10.3710.36†		Form of Performance-Vested Restricted Share Unit Award Agreement (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, as amended and restated, effective June 1, 2016, incorporated by reference to Exhibit 10.52 to the Company’s Annual Report on Form 10-K, filed on February 17, 2017.

10.38*		Amended and Restated Equity Distribution Agreement, dated July 27, 2018, by and among CubeSmart, CubeSmart, L.P. and Wells Fargo Securities, LLC, incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K, filed on July 27, 2018.

10.39*		Amended and Restated Equity Distribution Agreement, dated July 27, 2018, by and among CubeSmart, CubeSmart, L.P. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, incorporated by reference to Exhibit 1.2 to the Company’s Current Report on Form 8-K, filed on July 27, 2018.

10.40*		Amended and Restated Equity Distribution Agreement, dated July 27, 2018, by and among CubeSmart, CubeSmart, L.P. and BMO Capital Markets Corp., incorporated by reference to Exhibit 1.3 to the Company’s Current Report on Form 8-K, filed on July 27, 2018.

10.41*		Amended and Restated Equity Distribution Agreement, dated July 27, 2018, by and among CubeSmart, CubeSmart, L.P. and Jeffries LLC, incorporated by reference to Exhibit 1.4 to the Company’s Current Report on Form 8-K, filed on July 27, 2018.

10.42*		Amended and Restated Equity Distribution Agreement, dated July 27, 2018, by and among CubeSmart, CubeSmart, L.P. and RBC Capital Markets, LLC, incorporated by reference to Exhibit 1.5 to the Company’s Current Report on Form 8-K, filed on July 27, 2018.

10.43*		Amended and Restated Equity Distribution Agreement, dated July 27, 2018, by and among CubeSmart, CubeSmart, L.P. and Barclays Capital Inc., incorporated by reference to Exhibit 1.6 to the Company’s Current Report on Form 8-K, filed on July 27, 2018.

10.4410.37†		Form of Restricted Share Agreement under the CubeSmart 2007 Equity Incentive Plan, as amended and restated, effective June 1, 2016, incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed on January 3, 2019.

10.4510.38†		Form of Non-Qualified Share Option Agreement under the CubeSmart 2007 Equity Incentive Plan, as amended and restated, effective June 1, 2016, incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K, filed on January 3, 2019.

10.4610.39†		Form of Performance-Vested Restricted Share Agreement under the CubeSmart 2007 Equity Incentive Plan, as amended and restated, effective June 1, 2016, incorporated by reference to Exhibit 99.3 to the Company’s Current Report on Form 8-K, filed on January 3, 2019.

10.4710.40		Amended and Restated Credit Agreement, dated as of June 19, 2019, by and among CubeSmart, L.P., CubeSmart, the lenders referred to therein, and Wells Fargo Bank, National Association, as administrative agent for the Lenders, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on June 21, 2019.

10.4810.41		~~First Amendment to the~~Second Amended and Restated Equity Distribution Agreement, dated ~~July 29, 2019,~~March 4, 2020, by and among CubeSmart, CubeSmart, L.P. and Wells Fargo Securities, LLC, incorporated by reference to Exhibit ~~10.1~~1.1 to the Company’s ~~Quarterly~~Current Report on Form ~~10-Q for the quarter ended September 30, 2019,~~8-K, filed on ~~October 25, 2019.~~

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10.49*		First Amendment to the Amended and Restated Equity Distribution Agreement, dated July 29, 2019, by and among CubeSmart, CubeSmart, L.P. and Barclays Capital Inc, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed on October 25, 2019.March 4, 2020.

10.5010.42		~~First Amendment to the~~Second Amended and Restated Equity Distribution Agreement, dated ~~July 29, 2019,~~March 4, 2020, by and among CubeSmart, CubeSmart, L.P. and BofA Securities, ~~Inc,~~Inc., incorporated by reference to Exhibit ~~10.3~~1.2 to the Company’s ~~Quarterly~~Current Report on Form ~~10-Q for the quarter ended September 30, 2019,~~8-K, filed on ~~October 25, 2019.~~March 4, 2020.

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10.43*		Second Amended and Restated Equity Distribution Agreement, dated March 4, 2020, by and among CubeSmart, CubeSmart, L.P. and BMO Capital Markets Corp., incorporated by reference to Exhibit 1.3 to the Company’s Current Report on Form 8-K, filed on March 4, 2020.

10.5110.44		~~First Amendment to the~~Second Amended and Restated Equity Distribution Agreement, dated ~~July 29, 2019,~~March 4, 2020, by and among CubeSmart, CubeSmart, L.P. and Jefferies LLC, incorporated by reference to Exhibit ~~10.4~~1.4 to the Company’s ~~Quarterly~~Current Report on Form ~~10-Q for the quarter ended September 30, 2019,~~8-K, filed on ~~October 25, 2019.~~March 4, 2020.

10.5210.45		~~First Amendment to the~~Second Amended and Restated Equity Distribution Agreement, dated ~~July 29, 2019,~~March 4, 2020, by and among CubeSmart, CubeSmart, L.P. and ~~RBC~~Barclays Capital ~~Markets, LLC,~~Inc., incorporated by reference to Exhibit ~~10.5~~1.5 to the Company’s ~~Quarterly~~Current Report on Form ~~10-Q for the quarter ended September 30, 2019,~~8-K, filed on ~~October 25, 2019.~~March 4, 2020.

21.1		List of Subsidiaries.

23.1		Consent of KPMG LLP relating to financial statements of CubeSmart.

23.2		Consent of KPMG LLP relating to financial statements of CubeSmart, L.P.

31.1		Certification of Chief Executive Officer of CubeSmart required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer of CubeSmart required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.3		Certification of Chief Executive Officer of CubeSmart, L.P. required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.4		Certification of Chief Financial Officer of CubeSmart, L.P. required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer and Chief Financial Officer of CubeSmart pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Executive Officer and Chief Financial Officer of CubeSmart, L.P. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.1		Material United States Federal Income Tax Considerations.

101		The following CubeSmart and CubeSmart, L.P. financial information for the year ended December 31, ~~2019,~~2020, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statement of Equity, (iv) the Consolidated Statements of Cash Flows and (v) Notes to Consolidated Financial Statements, detailed tagged and filed herewith.

104		Cover Page Interactive Data File – embedded within the Inline XBRL document (included as Exhibit 101).


*		Incorporated herein by reference as above indicated.

†		Denotes a management contract or compensatory plan, contract or arrangement.

ITEM 16. FORM 10-K SUMMARY

None.

5553

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.


	CUBESMART

	By:	/s/ Timothy M. Martin
		Timothy M. Martin
		Chief Financial Officer

Date: February ~~21, 2020~~26, 2021

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:


Signature	Title	Date

/s/ Marianne M. Keler	Chair of the Board of Trustees	February ~~21, 2020~~26, 2021
Marianne M. Keler

/s/ Christopher P. Marr	Chief Executive Officer and Trustee	February ~~21, 2020~~26, 2021
Christopher P. Marr	(Principal Executive Officer)

/s/ Timothy M. Martin	Chief Financial Officer	February ~~21, 2020~~26, 2021
Timothy M. Martin	(Principal Financial and Accounting Officer)

/s/ Piero Bussani	Trustee	February ~~21, 2020~~26, 2021
Piero Bussani

/s/ Dorothy Dowling	Trustee	February ~~21, 2020~~26, 2021
Dorothy Dowling

/s/ John W. Fain	Trustee	February ~~21, 2020~~26, 2021
John W. Fain

/s/ John F. Remondi	Trustee	February ~~21, 2020~~26, 2021
John F. Remondi

/s/ Jeffrey F. Rogatz	Trustee	February ~~21, 2020~~26, 2021
Jeffrey F. Rogatz

/s/ Deborah Ratner Salzberg	Trustee	February ~~21, 2020~~26, 2021
Deborah Ratner Salzberg

5654

FINANCIAL STATEMENTS
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS


		Page No.
Consolidated Financial Statements of CUBESMART and CUBESMART, L.P. (the “Company”)

Management’s Report on CubeSmart Internal Control Over Financial Reporting		F-2

Management’s Report on CubeSmart, L.P. Internal Control Over Financial Reporting		F-3

Reports of Independent Registered Public Accounting Firm		F-4

CubeSmart and Subsidiaries Consolidated Balance Sheets as of December 31, ~~2019~~2020 and ~~2018~~2019		F-10

CubeSmart and Subsidiaries Consolidated Statements of Operations for the years ended December 31, 2020, 2019 ~~2018~~ and ~~2017~~2018		F-11

CubeSmart and Subsidiaries Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2020, 2019 ~~2018~~ and ~~201~~20187		F-12

CubeSmart and Subsidiaries Consolidated Statements of Equity for the years ended December 31, 2020, 2019 ~~2018~~ and ~~2017~~2018		F-13

CubeSmart and Subsidiaries Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 ~~2018~~ and ~~2017~~2018		F-14

CubeSmart, L.P. and Subsidiaries Consolidated Balance Sheets as of December 31, ~~2019~~2020 and ~~2018~~2019		F-15

CubeSmart, L.P. and Subsidiaries Consolidated Statements of Operations for the years ended December 31, 2020, 2019 ~~2018~~ and ~~2017~~2018		F-16

CubeSmart, L.P. and Subsidiaries Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2020, 2019 ~~2018~~ and ~~2017~~2018		F-17

CubeSmart, L.P. and Subsidiaries Consolidated Statements of Capital for the years ended December 31, 2020, 2019 ~~2018~~ and ~~2017~~2018		F-18

CubeSmart, L.P. and Subsidiaries Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 ~~2018~~ and ~~2017~~2018		F-19

Notes to Consolidated Financial Statements		F-20

F-1

MANAGEMENT’S REPORT ON CUBESMART INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of CubeSmart (the “REIT”) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Under Section 404 of the Sarbanes-Oxley Act of 2002, the REIT’s management is required to assess the effectiveness of the REIT’s internal control over financial reporting as of the end of each fiscal year, and report on the basis of that assessment whether the REIT’s internal control over financial reporting is effective.

The REIT’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. The REIT’s internal control over financial reporting includes those policies and procedures that:

●

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and the disposition of the assets of the REIT;

●

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that the receipts and expenditures of the REIT are being made only in accordance with the authorization of the REIT’s management and its Board of Trustees; and

●

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the REIT’s assets that could have a material effect on the financial statements.

There are inherent limitations in the effectiveness of any system of internal control, including the possibility of human error and the circumvention or overriding of controls. Accordingly, even an effective internal control system can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of an internal control system may vary over time.

Under the supervision, and with the participation, of the REIT’s management, including the principal executive officer and principal financial officer, management conducted a review, evaluation and assessment of the effectiveness of our internal control over financial reporting as of December 31, ~~2019,~~2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In performing its assessment of the effectiveness of internal control over financial reporting, management has concluded that, as of December 31, ~~2019,~~2020, the REIT’s internal control over financial reporting was effective based on the COSO framework.

The effectiveness of our internal control over financial reporting as of December 31, ~~2019,~~2020, has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report that appears herein.

February ~~21, 2020~~26, 2021

F-2

MANAGEMENT’S REPORT ON CUBESMART, L.P. INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of CubeSmart, L.P. (the “Partnership”) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Under Section 404 of the Sarbanes-Oxley Act of 2002, the Partnership’s management is required to assess the effectiveness of the Partnership’s internal control over financial reporting as of the end of each fiscal year, and report on the basis of that assessment whether the Partnership’s internal control over financial reporting is effective.

The Partnership’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. The Partnership’s internal control over financial reporting includes those policies and procedures that:

●

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and the disposition of the assets of the Partnership;

●

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that the receipts and expenditures of the Partnership are being made only in accordance with the authorization of the Partnership’s management and its Board of Trustees; and

●

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Partnership’s assets that could have a material effect on the financial statements.

Under the supervision, and with the participation, of the Partnership’s management, including the principal executive officer and principal financial officer, management conducted a review, evaluation and assessment of the effectiveness of our internal control over financial reporting as of December 31, ~~2019,~~2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In performing its assessment of the effectiveness of internal control over financial reporting, management has concluded that, as of December 31, ~~2019,~~2020, the Partnership’s internal control over financial reporting was effective based on the COSO framework.

February ~~21, 2020~~26, 2021

F-3

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Trustees
CubeSmart:

Opinion on the ConsolidatedFinancial Statements

We have audited the accompanying consolidated balance sheets of CubeSmart andsubsidiaries (the Company) as of December 31, ~~2019~~2020 and ~~2018,~~2019, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, ~~2019,~~2020, and the related notes andfinancial statement schedule III ~~(collectively,~~(collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2019~~2020 and ~~2018,~~2019, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, ~~2019,~~2020, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, ~~2019,~~2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February ~~21, 2020~~26, 2021 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Change in Accounting Principle

As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019 due to the adoption of Accounting Standards Codification Topic 842, Leases.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex ~~judgment.~~judgments. The communication of athe critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Evaluation of ~~self-storage~~storage properties for impairment

As discussed in notes 2 and 3 to the consolidated financial statements, the Company had ~~$3.8~~$4.5 billion of ~~self-storage~~storage properties, net of accumulated depreciation as of December 31, ~~2019.~~2020. The Company performs an impairment assessment whenever events or changes in circumstances indicate that there may be an impairment. This involves comparing the undiscounted future net operating cash flows plus a terminal value to the carrying amount of the ~~self-storage~~storage property.

We identified the evaluation of ~~self-storage~~storage properties for impairment as a critical audit matter. The Company uses revenue and expense growth rates, and terminal value capitalization rate assumptions in determining estimated future cash flows as part of its impairment assessment. Changes to these assumptions could have a significant impact on the determination of recoverability of the carrying amount of a ~~self-storage~~storage property and involved subjective auditor judgement.

~~The primary procedures we performed to address this critical audit matter included the following. We tested certain internal~~

F-4

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s ~~self-storage~~storage property impairment process, including controls related to the ~~selection~~use of the revenue and expense growth rates, and terminal value capitalization rate. We assessed the Company’s forecasted growth rates against the Company’s historical growth rates and published reports of industry data. We evaluated the Company’s expected terminal value capitalization rates by comparing them to published reports of industry data and historical transactions of the Company. We also identified the threshold rates at which the revenue and expense growth rates and terminal value capitalization rate assumptions would indicate the ~~self-storage~~storage property may be impaired and analyzed those threshold rates against the published industry data and historical results.

/s/ KPMG LLP

We have served as the Company’s auditor since 2009.

Philadelphia, Pennsylvania

February ~~21, 2020~~26, 2021

F-5

Report of Independent Registered Public Accounting Firm

To the Partners of CubeSmart, L.P. and the Board of Trustees of CubeSmart:

Opinion on the ConsolidatedFinancial Statements

We have audited the accompanying consolidated balance sheets of CubeSmart, L.P. andsubsidiaries (the Partnership) as of December 31, ~~2019~~2020 and ~~2018,~~2019, the related consolidated statements of operations, comprehensive income (loss), capital, and cash flows for each of the years in the three-year period ended December 31, ~~2019,~~2020, and the related notes andfinancial statement schedule III ~~(collectively,~~(collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, ~~2019~~2020 and ~~2018,~~2019, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, ~~2019,~~2020, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Partnership’s internal control over financial reporting as of December 31, ~~2019,~~2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February ~~21, 2020~~26, 2021 expressed an unqualified opinion on the effectiveness of the Partnership’s internal control over financial reporting.

Change in Accounting Principle

As discussed in Note 2 to the consolidated financial statements, the Partnership has changed its method of accounting for leases as of January 1, 2019 due to the adoption of Accounting Standards Codification Topic 842, Leases.

Basis for Opinion

These consolidated financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Critical Audit Matter

Evaluation of ~~self-storage~~storage properties for impairment

As discussed in notes 2 and 3 to the consolidated financial statements, the Partnership had ~~$3.8~~$4.5 billion of ~~self-storage~~storage properties, net of accumulated depreciation as of December 31, ~~2019.~~2020. The Partnership performs an impairment assessment whenever events or changes in circumstances indicate that there may be an impairment. This involves comparing the undiscounted future net operating cash flows plus a terminal value to the carrying amount of the ~~self-storage~~storage property.

We identified the evaluation of ~~self-storage~~storage properties for impairment as a critical audit matter. The Partnership uses revenue and expense growth rates, and terminal value capitalization rate assumptions in determining estimated future cash flows as part of its impairment assessment. Changes to these assumptions could have a significant impact on the determination of recoverability of the carrying amount of a ~~self-storage~~storage property and involved subjective auditor judgement.

~~The primary procedures we performed to address this critical audit matter included the following. We tested certain internal~~

F-6

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Partnership’s ~~self-storage~~storage property impairment process, including controls related to the ~~selection~~use of the revenue and expense growth rates, and terminal value capitalization rate. We assessed the Partnership’s forecasted growth rates against the Partnership’s historical growth rates and published reports of industry data. We evaluated the Partnership’s expected terminal value capitalization rates by comparing them to published reports of industry data and historical transactions of the Partnership. We also identified the threshold rates at which the revenue and expense growth rates and terminal value capitalization rate assumptions would indicate the ~~self-storage~~storage property may be impaired and analyzed those threshold rates against the published industry data and historical results.

/s/ KPMG LLP

We have served as the Partnership’s auditor since 2009.

Philadelphia, Pennsylvania

February ~~21, 2020~~26, 2021

F-7

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Trustees
CubeSmart:

Opinion on Internal Control Over Financial Reporting

We have audited ~~Cubesmart~~CubeSmart and subsidiaries’ (the Company) internal control over financial reporting as of December 31, ~~2019,~~2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2019,~~2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, ~~2019~~2020 and ~~2018,~~2019, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, ~~2019,~~2020, and the related notes and financial statement scheduleIII (collectively, the consolidated financial statements), and our report dated February ~~21, 2020~~26, 2021 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on CubeSmart Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

Philadelphia, Pennsylvania

February ~~21, 2020~~26, 2021

F-8

Report of Independent Registered Public Accounting Firm

To the Partners of CubeSmart, L.P. and the Board of Trustees of CubeSmart:

Opinion on Internal Control Over Financial Reporting

We have audited ~~Cubesmart,~~CubeSmart, L.P. and subsidiaries’ (the Partnership) internal control over financial reporting as of December 31, ~~2019,~~2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2019,~~2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Partnership as of December 31, ~~2019~~2020 and ~~2018,~~2019, the related consolidated statements of operations, comprehensive income (loss), capital, and cash flows for each of the years in the three-year period ended December 31, ~~2019,~~2020, and the related notes and financial statement scheduleIII (collectively, the consolidated financial statements), and our report dated February ~~21, 2020~~26, 2021 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on CubeSmart L.P. Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Partnership’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Definition and Limitations of Internal Control Over Financial Reporting

/s/ KPMG LLP

Philadelphia, Pennsylvania

February ~~21, 2020~~26, 2021

F-9

CUBESMART AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)


	December 31,				December 31,
	2019		2018		2020		2019

ASSETS
Storage properties	$	4,699,844	$	4,463,455	$	5,489,754	$	4,699,844
Less: Accumulated depreciation		(925,359)		(862,487)		(983,940)		(925,359)
Storage properties, net (including VIE assets of $92,612 and $330,986, respectively)		3,774,485		3,600,968
Storage properties, net (including VIE assets of $119,345 and $92,612, respectively)						4,505,814		3,774,485
Cash and cash equivalents		54,857		3,764		3,592		54,857
Restricted cash		3,584		2,718		2,637		3,584
Loan procurement costs, net of amortization		4,059		963		3,275		4,059
Investment in real estate ventures, at equity		91,117		95,796		92,071		91,117
Other assets, net		101,443		48,763		170,753		101,443
Total assets	$	4,029,545	$	3,752,972	$	4,778,142	$	4,029,545

LIABILITIES AND EQUITY
Unsecured senior notes, net	$	1,835,725	$	1,143,524	$	2,030,372	$	1,835,725
Revolving credit facility		—		195,525		117,800		—
Unsecured term loans, net		—		299,799
Mortgage loans and notes payable, net		96,040		108,246		216,504		96,040
Lease liabilities - finance leases						65,599		—
Accounts payable, accrued expenses and other liabilities		137,880		149,914		159,140		137,880
Distributions payable		64,688		60,627		68,301		64,688
Deferred revenue		25,313		22,595		29,087		25,313
Security deposits		475		474		1,077		475
Total liabilities		2,160,121		1,980,704		2,687,880		2,160,121

Noncontrolling interests in the Operating Partnership		62,088		55,819		249,414		62,088

Commitments and contingencies

Equity
Common shares $.01 par value, 400,000,000 shares authorized, 193,557,024 and 187,145,103 shares issued and outstanding at December 31, 2019 and 2018, respectively		1,936		1,871
Common shares $.01 par value, 400,000,000 shares authorized, 197,405,989 and 193,557,024 shares issued and outstanding at December 31, 2020 and 2019, respectively						1,974		1,936
Additional paid-in capital		2,674,745		2,500,751		2,805,673		2,674,745
Accumulated other comprehensive loss		(729)		(1,029)		(632)		(729)
Accumulated deficit		(876,606)		(791,915)		(974,799)		(876,606)
Total CubeSmart shareholders’ equity		1,799,346		1,709,678		1,832,216		1,799,346
Noncontrolling interests in subsidiaries		7,990		6,771		8,632		7,990
Total equity		1,807,336		1,716,449		1,840,848		1,807,336
Total liabilities and equity	$	4,029,545	$	3,752,972	$	4,778,142	$	4,029,545

See accompanying notes to the consolidated financial statements.

F-10

CUBESMART AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)


	For the year ended December 31,						For the year ended December 31,
	2019		2018		2017		2020		2019		2018

REVENUES
Rental income	$	552,404	$	517,535	$	489,043	$	581,009	$	552,404	$	517,535
Other property related income		67,558		60,156		55,001		70,723		67,558		60,156
Property management fee income		23,953		20,253		14,899		27,445		23,953		20,253
Total revenues		643,915		597,944		558,943		679,177		643,915		597,944
OPERATING EXPENSES
Property operating expenses		209,739		196,866		181,508		223,634		209,739		196,866
Depreciation and amortization		163,547		143,350		145,681		156,573		163,547		143,350
General and administrative		38,560		37,712		34,745		41,423		38,560		37,712
Acquisition related costs		—		—		1,294
Total operating expenses		411,846		377,928		363,228		421,630		411,846		377,928
OTHER (EXPENSE) INCOME
Interest:
Interest expense on loans		(72,525)		(62,132)		(56,952)		(75,890)		(72,525)		(62,132)
Loan procurement amortization expense		(2,819)		(2,313)		(2,638)		(2,674)		(2,819)		(2,313)
Loss on early extinguishment of debt								(18,020)		—		—
Equity in earnings (losses) of real estate ventures		11,122		(865)		(1,386)		178		11,122		(865)
Gains from sale of real estate, net		1,508		10,576		—		6,710		1,508		10,576
Other		1,416		206		872		(240)		1,416		206
Total other expense		(61,298)		(54,528)		(60,104)		(89,936)		(61,298)		(54,528)
NET INCOME		170,771		165,488		135,611		167,611		170,771		165,488
NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
Noncontrolling interests in the Operating Partnership		(1,708)		(1,820)		(1,593)		(1,825)		(1,708)		(1,820)
Noncontrolling interest in subsidiaries		54		221		270		(165)		54		221
NET INCOME ATTRIBUTABLE TO THE COMPANY’S COMMON SHAREHOLDERS	$	169,117	$	163,889	$	134,288	$	165,621	$	169,117	$	163,889

Basic earnings per share attributable to common shareholders	$	0.89	$	0.89	$	0.74	$	0.85	$	0.89	$	0.89
Diluted earnings per share attributable to common shareholders	$	0.88	$	0.88	$	0.74	$	0.85	$	0.88	$	0.88

Weighted average basic shares outstanding		190,874		184,653		180,525		194,147		190,874		184,653
Weighted average diluted shares outstanding		191,576		185,495		181,448		194,943		191,576		185,495

See accompanying notes to the consolidated financial statements.

F-11

CUBESMART AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

For the year ended December 31,


2019

2018

2017

NET INCOME

$
170,771

$
165,488

$
135,611

Other comprehensive income (loss):

Unrealized gains (losses) on interest rate swaps

232

(979)

195

Reclassification of realized losses (gains) on interest rate swaps

70

(60)

1,680

OTHER COMPREHENSIVE INCOME (LOSS)

302

(1,039)

1,875

COMPREHENSIVE INCOME

171,073

164,449

137,486

Comprehensive income attributable to noncontrolling interests in the Operating Partnership

(1,710)

(1,814)

(1,615)

Comprehensive loss attributable to noncontrolling interest in subsidiaries

54

221

270

COMPREHENSIVE INCOME ATTRIBUTABLE TO THE COMPANY

$
169,417

$
162,856

$
136,141


	For the year ended December 31,
	2020		2019		2018

NET INCOME	$	167,611	$	170,771	$	165,488
Other comprehensive income (loss):
Unrealized gains (losses) on interest rate swaps		—		232		(979)
Reclassification of realized losses (gains) on interest rate swaps		81		70		(60)
OTHER COMPREHENSIVE INCOME (LOSS):		81		302		(1,039)
COMPREHENSIVE INCOME		167,692		171,073		164,449
Comprehensive income attributable to noncontrolling interests in the Operating Partnership		(1,809)		(1,710)		(1,814)
Comprehensive (income) loss attributable to noncontrolling interest in subsidiaries		(165)		54		221
COMPREHENSIVE INCOME ATTRIBUTABLE TO THE COMPANY	$	165,718	$	169,417	$	162,856

See accompanying notes to the consolidated financial statements.

F-12

CUBESMART AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(in thousands)


																Noncontrolling																	Noncontrolling
																Interests																	Interests
	Common			Additional		Accumulated Other				Total		Noncontrolling				in the		Common			Additional		Accumulated Other				Total		Noncontrolling				in the
	Shares			Paid-in		Comprehensive		Accumulated		Shareholders’		Interests in		Total		Operating		Shares			Paid-in		Comprehensive		Accumulated		Shareholders’		Interests in		Total		Operating
	Number	Amount		Capital		(Loss) Income		Deficit		Equity		Subsidiaries		Equity		Partnership		Number	Amount		Capital		Income (Loss)		Deficit		Equity		Subsidiaries		Equity		Partnership
Balance at December 31, 2016	180,083	$	1,801	$	2,314,014	$	(1,850)	$	(658,583)	$	1,655,382	$	5,855	$	1,661,237	$	54,407
Contributions from noncontrolling interest in subsidiaries													1,058		1,058
Acquisition of noncontrolling interest in subsidiary					(8,626)						(8,626)		(407)		(9,033)
Issuance of common shares, net	1,036		10		29,632						29,642				29,642
Issuance of restricted shares	106		1								1				1
Issuance of OP units																	12,324
Conversion from units to shares	594		6		15,700						15,706				15,706		(15,706)
Exercise of stock options	397		4		2,360						2,364				2,364
Amortization of restricted shares					2,009						2,009				2,009
Share compensation expense					1,531						1,531				1,531
Adjustment for noncontrolling interests in the Operating Partnership									(3,965)		(3,965)				(3,965)		3,965
Net income (loss)									134,288		134,288		(270)		134,018		1,593
Other comprehensive income, net:							1,853				1,853				1,853		22
Common share distributions ($1.11 per share)									(201,051)		(201,051)				(201,051)		(2,285)
Balance at December 31, 2017	182,216	$	1,822	$	2,356,620	$	3	$	(729,311)	$	1,629,134	$	6,236	$	1,635,370	$	54,320	182,216	$	1,822	$	2,356,620	$	3	$	(729,311)	$	1,629,134	$	6,236	$	1,635,370	$	54,320
Contributions from noncontrolling interest in subsidiaries													925		925															925		925
Distributions paid to noncontrolling interest in subsidiaries													(169)		(169)															(169)		(169)
Issuance of common shares, net	4,291		43		131,786						131,829				131,829			4,291		43		131,786						131,829				131,829
Issuance of restricted shares	86		1								1				1			86		1								1				1
Issuance of OP units																	6,242																	6,242
Conversion from units to shares	147		1		4,403						4,404				4,404		(4,404)	147		1		4,403						4,404				4,404		(4,404)
Exercise of stock options	405		4		3,831						3,835				3,835			405		4		3,831						3,835				3,835
Amortization of restricted shares					2,570						2,570				2,570							2,570						2,570				2,570
Share compensation expense					1,541						1,541				1,541							1,541						1,541				1,541
Adjustment for noncontrolling interests in the Operating Partnership									(299)		(299)				(299)		299									(299)		(299)				(299)		299
Net income (loss)									163,889		163,889		(221)		163,668		1,820									163,889		163,889		(221)		163,668		1,820
Other comprehensive (loss) income, net:							(1,032)		405		(627)				(627)		(6)
Other comprehensive (loss) income, net																								(1,032)		405		(627)				(627)		(6)
Common share distributions ($1.22 per share)									(226,599)		(226,599)				(226,599)		(2,452)									(226,599)		(226,599)				(226,599)		(2,452)
Balance at December 31, 2018	187,145	$	1,871	$	2,500,751	$	(1,029)	$	(791,915)	$	1,709,678	$	6,771	$	1,716,449	$	55,819	187,145	$	1,871	$	2,500,751	$	(1,029)	$	(791,915)	$	1,709,678	$	6,771	$	1,716,449	$	55,819
Contributions from noncontrolling interest in subsidiaries													7,376		7,376															7,376		7,376
Distributions paid to noncontrolling interest in subsidiaries													(188)		(188)															(188)		(188)
Acquisition of noncontrolling interest in subsidiary					(34,690)						(34,690)		(5,915)		(40,605)							(34,690)						(34,690)		(5,915)		(40,605)
Issuance of common shares, net	5,899		60		196,244						196,304				196,304			5,899		60		196,244						196,304				196,304
Issuance of restricted shares	52																	52
Issuance of OP units																	3,576																	3,576
Conversion from units to shares	80		1		2,485						2,486				2,486		(2,486)	80		1		2,485						2,486				2,486		(2,486)
Exercise of stock options	381		4		3,682						3,686				3,686			381		4		3,682						3,686				3,686
Amortization of restricted shares					4,487						4,487				4,487							4,487						4,487				4,487
Share compensation expense					1,786						1,786				1,786							1,786						1,786				1,786
Adjustment for noncontrolling interests in the Operating Partnership									(5,918)		(5,918)				(5,918)		5,918									(5,918)		(5,918)				(5,918)		5,918
Net income (loss)									169,117		169,117		(54)		169,063		1,708									169,117		169,117		(54)		169,063		1,708
Other comprehensive income, net:							300				300				300		2
Other comprehensive income, net																								300				300				300		2
Common share distributions ($1.29 per share)									(247,890)		(247,890)				(247,890)		(2,449)									(247,890)		(247,890)				(247,890)		(2,449)
Balance at December 31, 2019	193,557	$	1,936	$	2,674,745	$	(729)	$	(876,606)	$	1,799,346	$	7,990	$	1,807,336	$	62,088	193,557	$	1,936	$	2,674,745	$	(729)	$	(876,606)	$	1,799,346	$	7,990	$	1,807,336	$	62,088
Contributions from noncontrolling interest in subsidiaries																														682		682
Distributions paid to noncontrolling interest in subsidiaries																														(205)		(205)
Issuance of common shares, net																		3,627		37		120,690						120,727				120,727
Issuance of restricted shares																		60
Issuance of OP units																																		186,933
Conversion from units to shares																		100		1		2,823						2,824				2,824		(2,824)
Exercise of stock options																		62				961						961				961
Amortization of restricted shares																						4,502						4,502				4,502
Share compensation expense																						1,952						1,952				1,952
Adjustment for noncontrolling interests in the Operating Partnership																										(4,230)		(4,230)				(4,230)		4,230
Net income																										165,621		165,621		165		165,786		1,825
Other comprehensive income (loss), net																								97				97				97		(16)
Common share distributions ($1.33 per share)																										(259,584)		(259,584)				(259,584)		(2,822)
Balance at December 31, 2020																		197,406	$	1,974	$	2,805,673	$	(632)	$	(974,799)	$	1,832,216	$	8,632	$	1,840,848	$	249,414

See accompanying notes to the consolidated financial statements.

F-13

CUBESMART AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

For the year ended December 31,

2019

2018

2017

Operating Activities

Net income

$
170,771

$
165,488

$
135,611

Adjustments to reconcile net income to cash provided by operating activities:

Depreciation and amortization

166,366

145,663

148,319

Equity in (earnings) losses of real estate ventures

(11,122)

865

1,386

Gains from sale of real estate, net

(1,508)

(10,576)

—

Equity compensation expense

6,694

5,572

5,586

Accretion of fair market value adjustment of debt

(718)

(735)

(559)

Changes in other operating accounts:

Other assets

(6,578)

(4,937)

(10,429)

Accounts payable and accrued expenses

6,042

2,653

10,846

Other liabilities

1,821

342

1,154

Net cash provided by operating activities

$
331,768

$
304,335

$
291,914

Investing Activities

Acquisitions of storage properties

(117,998)

(214,510)

(69,629)

Additions and improvements to storage properties

(37,569)

(27,626)

(27,378)

Development costs

(102,826)

(86,002)

(68,778)

Cash paid for partner's interest in real estate venture, net of cash, cash equivalents and restricted cash acquired

(117,959)

—

—

Investment in real estate ventures

(10,264)

(19,216)

(301)

Cash distributed from real estate ventures

7,096

8,706

15,783

Proceeds from sale of real estate, net

3,856

16,389

—

Net cash used in investing activities

$
(375,664)

$
(322,259)

$
(150,303)

Financing Activities

Proceeds from:

Unsecured senior notes

696,426

—

103,192

Revolving credit facility

859,313

679,535

628,400

Principal payments on:

Revolving credit facility

(1,158,776)

(565,710)

(590,000)

Unsecured term loans

(200,000)

—

(100,000)

Mortgage loans and notes payable

(11,652)

(9,816)

(8,666)

Loan procurement costs

(6,023)

—

(953)

Settlement of hedge transactions

(807)

—

—

Acquisition of noncontrolling interest in subsidiary, net

(35,777)

—

(9,033)

Proceeds from issuance of common shares, net

196,304

131,830

29,643

Cash paid upon vesting of restricted shares

(421)

(1,461)

(2,046)

Exercise of stock options

3,686

3,835

2,364

Contributions from noncontrolling interests in subsidiaries

48

925

1,058

Distributions paid to noncontrolling interests in subsidiaries

(188)

(169)

—

Distributions paid to common shareholders

(243,859)

(221,328)

(195,006)

Distributions paid to noncontrolling interests in Operating Partnership

(2,419)

(2,393)

(2,272)

Net cash provided by (used in) financing activities

$
95,855

$
15,248

$
(143,319)

Change in cash, cash equivalents and restricted cash

51,959

(2,676)

(1,708)

Cash, cash equivalents and restricted cash at beginning of year

6,482

9,158

10,866

Cash, cash equivalents and restricted cash at end of year

$
58,441

$
6,482

$
9,158

Supplemental Cash Flow and Noncash Information

Cash paid for interest, net of interest capitalized

$
69,283

$
66,829

$
63,407

Supplemental disclosure of noncash activities:

Proceeds held in escrow from real estate venture's sale of real estate (see note 4)

$
8,288

$
—

$
—

Noncash consideration for acquisition of partner's interest in real estate venture (see note 4)

$
(8,288)

$
—

$
—

Discount on issuance of unsecured senior notes

$
3,574

$
—

$
—

Noncash drawdown on revolving credit facility

$
103,938

$
—

$
—

Mortgage loan assumptions

$
—

$
7,166

$
6,201

Repayment of unsecured term loan through noncash drawdown on revolving credit facility

$
(100,000)

$
—

$
—

Accretion of put liability

$
5,895

$
24,747

$
35,122

Derivative valuation adjustment

$
302

$
(633)

$
1,875

Loan procurement costs

$
(3,770)

$
—

$
—

Issuance of OP units

$
3,576

$
6,242

$
12,324

Liability for acquisition of storage property

$
—

$
—

$
1,470

Contribution of storage property to real estate venture

$
—

$
—

$
9,400

Acquisition of noncontrolling interest in subsidiary

$
(4,828)

$
—

$
—

Contributions from noncontrolling interests in subsidiaries

$
7,328

$
—

$
—


	For the year ended December 31,
	2020		2019		2018
Operating Activities
Net income	$	167,611	$	170,771	$	165,488
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		159,247		166,366		145,663
Loss on early extinguishment of debt		18,020		—		—
Equity in (earnings) losses of real estate ventures		(178)		(11,122)		865
Gains from sale of real estate, net		(6,710)		(1,508)		(10,576)
Equity compensation expense		7,140		6,694		5,572
Accretion of fair market value adjustment of debt		(259)		(718)		(735)
Changes in other operating accounts:
Other assets		(9,674)		(6,578)		(4,937)
Accounts payable and accrued expenses		13,922		6,042		2,653
Other liabilities		1,914		1,821		342
Net cash provided by operating activities	$	351,033	$	331,768	$	304,335
Investing Activities
Acquisitions of storage properties		(417,988)		(117,998)		(214,510)
Additions and improvements to storage properties		(49,857)		(37,569)		(27,626)
Development costs		(55,286)		(102,826)		(86,002)
Cash paid for partner's interest in real estate venture, net of cash, cash equivalents and restricted cash acquired		—		(117,959)		—
Investment in real estate ventures		(7,022)		(10,264)		(19,216)
Cash distributed from real estate ventures		6,246		7,096		8,706
Proceeds from sale of real estate, net		12,466		3,856		16,389
Net cash used in investing activities	$	(511,441)	$	(375,664)	$	(322,259)
Financing Activities
Proceeds from:
Unsecured senior notes		445,833		696,426		—
Revolving credit facility		429,085		859,313		679,535
Principal payments on:
Unsecured senior notes		(250,000)		—		—
Revolving credit facility		(311,285)		(1,158,776)		(565,710)
Unsecured term loans		—		(200,000)		—
Mortgage loans and notes payable		(46,093)		(11,652)		(9,816)
Loan procurement costs		(3,764)		(6,023)		—
Debt prepayment costs		(17,584)		—		—
Settlement of hedge transactions		—		(807)		—
Acquisition of noncontrolling interest in subsidiary, net		—		(35,777)		—
Proceeds from issuance of common shares, net		120,727		196,304		131,830
Cash paid upon vesting of restricted shares		(686)		(421)		(1,461)
Exercise of stock options		961		3,686		3,835
Contributions from noncontrolling interests in subsidiaries		—		48		925
Distributions paid to noncontrolling interests in subsidiaries		(205)		(188)		(169)
Distributions paid to common shareholders		(256,253)		(243,859)		(221,328)
Distributions paid to noncontrolling interests in Operating Partnership		(2,540)		(2,419)		(2,393)
Net cash provided by financing activities	$	108,196	$	95,855	$	15,248
Change in cash, cash equivalents and restricted cash		(52,212)		51,959		(2,676)
Cash, cash equivalents and restricted cash at beginning of year		58,441		6,482		9,158
Cash, cash equivalents and restricted cash at end of year	$	6,229	$	58,441	$	6,482
Supplemental Cash Flow and Noncash Information
Cash paid for interest, net of interest capitalized	$	80,792	$	69,283	$	66,829
Supplemental disclosure of noncash activities:
Acquisitions of storage properties	$	(2,623)	$	—	$	—
Proceeds held in escrow from real estate venture's sale of real estate (see note 4)	$	—	$	8,288	$	—
Noncash consideration for acquisition of partner's interest in real estate venture (see note 4)	$	—	$	(8,288)	$	—
Right-of-use assets obtained in exchange for lease liabilities	$	61,423	$	—	$	—
Discount on issuance of unsecured senior notes	$	4,167	$	3,574	$	—
Noncash drawdown on revolving credit facility	$	—	$	103,938	$	—
Mortgage loan assumptions	$	169,056	$	—	$	7,166
Repayment of unsecured term loan through noncash drawdown on revolving credit facility	$	—	$	(100,000)	$	—
Accretion of put liability	$	7,917	$	5,895	$	24,747
Derivative valuation adjustment	$	81	$	302	$	(633)
Loan procurement costs	$	—	$	(3,770)	$	—
Issuance of OP units (see note 4)	$	186,933	$	3,576	$	6,242
Acquisition of noncontrolling interest in subsidiary	$	—	$	(4,828)	$	—
Contributions from noncontrolling interests in subsidiaries	$	682	$	7,328	$	—

See accompanying notes to the consolidated financial statements.

F-14

CUBESMART, L.P. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands)


	December 31,				December 31,
	2019		2018		2020		2019

ASSETS
Storage properties	$	4,699,844	$	4,463,455	$	5,489,754	$	4,699,844
Less: Accumulated depreciation		(925,359)		(862,487)		(983,940)		(925,359)
Storage properties, net (including VIE assets of $92,612 and $330,986, respectively)		3,774,485		3,600,968
Storage properties, net (including VIE assets of $119,345 and $92,612, respectively)						4,505,814		3,774,485
Cash and cash equivalents		54,857		3,764		3,592		54,857
Restricted cash		3,584		2,718		2,637		3,584
Loan procurement costs, net of amortization		4,059		963		3,275		4,059
Investment in real estate ventures, at equity		91,117		95,796		92,071		91,117
Other assets, net		101,443		48,763		170,753		101,443
Total assets	$	4,029,545	$	3,752,972	$	4,778,142	$	4,029,545

LIABILITIES AND CAPITAL
Unsecured senior notes, net	$	1,835,725	$	1,143,524	$	2,030,372	$	1,835,725
Revolving credit facility		—		195,525		117,800		—
Unsecured term loans, net		—		299,799
Mortgage loans and notes payable, net		96,040		108,246		216,504		96,040
Lease liabilities - finance leases						65,599		—
Accounts payable, accrued expenses and other liabilities		137,880		149,914		159,140		137,880
Distributions payable		64,688		60,627		68,301		64,688
Deferred revenue		25,313		22,595		29,087		25,313
Security deposits		475		474		1,077		475
Total liabilities		2,160,121		1,980,704		2,687,880		2,160,121

Limited Partnership interests of third parties		62,088		55,819		249,414		62,088

Commitments and contingencies

Capital
Operating Partner		1,800,075		1,710,707		1,832,848		1,800,075
Accumulated other comprehensive loss		(729)		(1,029)		(632)		(729)
Total CubeSmart, L.P. capital		1,799,346		1,709,678		1,832,216		1,799,346
Noncontrolling interests in subsidiaries		7,990		6,771		8,632		7,990
Total capital		1,807,336		1,716,449		1,840,848		1,807,336
Total liabilities and capital	$	4,029,545	$	3,752,972	$	4,778,142	$	4,029,545

See accompanying notes to the consolidated financial statements.

F-15

CUBESMART, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per common unit data)


	For the year ended December 31,						For the year ended December 31,
	2019		2018		2017		2020		2019		2018

REVENUES
Rental income	$	552,404	$	517,535	$	489,043	$	581,009	$	552,404	$	517,535
Other property related income		67,558		60,156		55,001		70,723		67,558		60,156
Property management fee income		23,953		20,253		14,899		27,445		23,953		20,253
Total revenues		643,915		597,944		558,943		679,177		643,915		597,944
OPERATING EXPENSES
Property operating expenses		209,739		196,866		181,508		223,634		209,739		196,866
Depreciation and amortization		163,547		143,350		145,681		156,573		163,547		143,350
General and administrative		38,560		37,712		34,745		41,423		38,560		37,712
Acquisition related costs		—		—		1,294
Total operating expenses		411,846		377,928		363,228		421,630		411,846		377,928
OTHER (EXPENSE) INCOME
Interest:
Interest expense on loans		(72,525)		(62,132)		(56,952)		(75,890)		(72,525)		(62,132)
Loan procurement amortization expense		(2,819)		(2,313)		(2,638)		(2,674)		(2,819)		(2,313)
Loss on early extinguishment of debt								(18,020)		—		—
Equity in earnings (losses) of real estate ventures		11,122		(865)		(1,386)		178		11,122		(865)
Gains from sale of real estate, net		1,508		10,576		—		6,710		1,508		10,576
Other		1,416		206		872		(240)		1,416		206
Total other expense		(61,298)		(54,528)		(60,104)		(89,936)		(61,298)		(54,528)
NET INCOME		170,771		165,488		135,611		167,611		170,771		165,488
NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
Noncontrolling interest in subsidiaries		54		221		270		(165)		54		221
NET INCOME ATTRIBUTABLE TO CUBESMART L.P.		170,825		165,709		135,881		167,446		170,825		165,709
Operating Partnership interests of third parties		(1,708)		(1,820)		(1,593)		(1,825)		(1,708)		(1,820)
NET INCOME ATTRIBUTABLE TO COMMON UNITHOLDERS	$	169,117	$	163,889	$	134,288	$	165,621	$	169,117	$	163,889

Basic earnings per unit attributable to common unitholders	$	0.89	$	0.89	$	0.74	$	0.85	$	0.89	$	0.89
Diluted earnings per unit attributable to common unitholders	$	0.88	$	0.88	$	0.74	$	0.85	$	0.88	$	0.88

Weighted average basic units outstanding		190,874		184,653		180,525		194,147		190,874		184,653
Weighted average diluted units outstanding		191,576		185,495		181,448		194,943		191,576		185,495

See accompanying notes to the consolidated financial statements.

F-16

CUBESMART, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

For the year ended December 31,


2019

2018

2017

NET INCOME

$
170,771

$
165,488

$
135,611

Other comprehensive income (loss):

Unrealized gains (losses) on interest rate swaps

232

(979)

195

Reclassification of realized losses (gains) on interest rate swaps

70

(60)

1,680

OTHER COMPREHENSIVE INCOME (LOSS)

302

(1,039)

1,875

COMPREHENSIVE INCOME

171,073

164,449

137,486

Comprehensive income attributable to Operating Partnership interests of third parties

(1,710)

(1,814)

(1,615)

Comprehensive loss attributable to noncontrolling interest in subsidiaries

54

221

270

COMPREHENSIVE INCOME ATTRIBUTABLE TO OPERATING PARTNER

$
169,417

$
162,856

$
136,141


	For the year ended December 31,
	2020		2019		2018

NET INCOME	$	167,611	$	170,771	$	165,488
Other comprehensive income (loss):
Unrealized gains (losses) on interest rate swaps		—		232		(979)
Reclassification of realized losses (gains) on interest rate swaps		81		70		(60)
OTHER COMPREHENSIVE INCOME (LOSS):		81		302		(1,039)
COMPREHENSIVE INCOME		167,692		171,073		164,449
Comprehensive income attributable to Operating Partnership interests of third parties		(1,809)		(1,710)		(1,814)
Comprehensive (income) loss attributable to noncontrolling interest in subsidiaries		(165)		54		221
COMPREHENSIVE INCOME ATTRIBUTABLE TO OPERATING PARTNER	$	165,718	$	169,417	$	162,856

See accompanying notes to the consolidated financial statements.

F-17

CUBESMART, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CAPITAL

(in thousands)



	Number of Common OP			Accumulated Other		Total		Noncontrolling				Operating Partnership		Number of Common OP			Accumulated Other		Total		Noncontrolling				Operating Partnership
	Units		Operating	Comprehensive		CubeSmart L.P.		Interest in		Total		Interests		Units		Operating	Comprehensive		CubeSmart L.P.		Interest in		Total		Interests
	Outstanding		Partner	(Loss) Income		Capital		Subsidiaries		Capital		of Third Parties		Outstanding		Partner	Income (Loss)		Capital		Subsidiaries		Capital		of Third Parties
Balance at December 31, 2016	180,083	$	1,657,232	$	(1,850)	$	1,655,382	$	5,855	$	1,661,237	$	54,407
Contributions from noncontrolling interest in subsidiaries									1,058		1,058
Acquisition of noncontrolling interest in subsidiary			(8,626)				(8,626)		(407)		(9,033)
Issuance of common OP units, net	1,036		29,642				29,642				29,642
Issuance of restricted OP units	106		1				1				1
Issuance of OP units													12,324
Conversion from OP units to shares	594		15,706				15,706				15,706		(15,706)
Exercise of OP unit options	397		2,364				2,364				2,364
Amortization of restricted OP units			2,009				2,009				2,009
OP unit compensation expense			1,531				1,531				1,531
Adjustment for Operating Partnership interests of third parties			(3,965)				(3,965)				(3,965)		3,965
Net income (loss)			134,288				134,288		(270)		134,018		1,593
Other comprehensive income, net:					1,853		1,853				1,853		22
Common OP unit distributions ($1.11 per unit)			(201,051)				(201,051)				(201,051)		(2,285)
Balance at December 31, 2017	182,216	$	1,629,131	$	3	$	1,629,134	$	6,236	$	1,635,370	$	54,320	182,216	$	1,629,131	$	3	$	1,629,134	$	6,236	$	1,635,370	$	54,320
Contributions from noncontrolling interest in subsidiaries									925		925											925		925
Distributions paid to noncontrolling interest in subsidiaries									(169)		(169)											(169)		(169)
Issuance of common OP units, net	4,291		131,829				131,829				131,829			4,291		131,829				131,829				131,829
Issuance of restricted OP units	86		1				1				1			86		1				1				1
Issuance of OP units													6,242													6,242
Conversion from OP units to shares	147		4,404				4,404				4,404		(4,404)	147		4,404				4,404				4,404		(4,404)
Exercise of OP unit options	405		3,835				3,835				3,835			405		3,835				3,835				3,835
Amortization of restricted OP units			2,570				2,570				2,570					2,570				2,570				2,570
OP unit compensation expense			1,541				1,541				1,541					1,541				1,541				1,541
Adjustment for Operating Partnership interests of third parties			(299)				(299)				(299)		299			(299)				(299)				(299)		299
Net income (loss)			163,889				163,889		(221)		163,668		1,820			163,889				163,889		(221)		163,668		1,820
Other comprehensive income (loss), net:			405		(1,032)		(627)				(627)		(6)
Other comprehensive income (loss), net																405		(1,032)		(627)				(627)		(6)
Common OP unit distributions ($1.22 per unit)			(226,599)				(226,599)				(226,599)		(2,452)			(226,599)				(226,599)				(226,599)		(2,452)
Balance at December 31, 2018	187,145	$	1,710,707	$	(1,029)	$	1,709,678	$	6,771	$	1,716,449	$	55,819	187,145	$	1,710,707	$	(1,029)	$	1,709,678	$	6,771	$	1,716,449	$	55,819
Contributions from noncontrolling interest in subsidiaries									7,376		7,376											7,376		7,376
Distributions paid to noncontrolling interest in subsidiaries									(188)		(188)											(188)		(188)
Acquisition of noncontrolling interest in subsidiary			(34,690)				(34,690)		(5,915)		(40,605)					(34,690)				(34,690)		(5,915)		(40,605)
Issuance of common OP units, net	5,899		196,304				196,304				196,304			5,899		196,304				196,304				196,304
Issuance of restricted OP units	52													52
Issuance of OP units													3,576													3,576
Conversion from OP units to shares	80		2,486				2,486				2,486		(2,486)	80		2,486				2,486				2,486		(2,486)
Exercise of OP unit options	381		3,686				3,686				3,686			381		3,686				3,686				3,686
Amortization of restricted OP units			4,487				4,487				4,487					4,487				4,487				4,487
OP unit compensation expense			1,786				1,786				1,786					1,786				1,786				1,786
Adjustment for Operating Partnership interests of third parties			(5,918)				(5,918)				(5,918)		5,918			(5,918)				(5,918)				(5,918)		5,918
Net income (loss)			169,117				169,117		(54)		169,063		1,708			169,117				169,117		(54)		169,063		1,708
Other comprehensive income, net:					300		300				300		2
Other comprehensive income, net																		300		300				300		2
Common OP unit distributions ($1.29 per unit)			(247,890)				(247,890)				(247,890)		(2,449)			(247,890)				(247,890)				(247,890)		(2,449)
Balance at December 31, 2019	193,557	$	1,800,075	$	(729)	$	1,799,346	$	7,990	$	1,807,336	$	62,088	193,557	$	1,800,075	$	(729)	$	1,799,346	$	7,990	$	1,807,336	$	62,088
Contributions from noncontrolling interest in subsidiaries																						682		682
Distributions paid to noncontrolling interest in subsidiaries																						(205)		(205)
Issuance of common OP units, net														3,627		120,727				120,727				120,727
Issuance of restricted OP units														60
Issuance of OP units																										186,933
Conversion from OP units to shares														100		2,824				2,824				2,824		(2,824)
Exercise of OP unit options														62		961				961				961
Amortization of restricted OP units																4,502				4,502				4,502
OP unit compensation expense																1,952				1,952				1,952
Adjustment for Operating Partnership interests of third parties																(4,230)				(4,230)				(4,230)		4,230
Net income																165,621				165,621		165		165,786		1,825
Other comprehensive income (loss), net																		97		97				97		(16)
Common OP unit distributions ($1.33 per unit)																(259,584)				(259,584)				(259,584)		(2,822)
Balance at December 31, 2020														197,406	$	1,832,848	$	(632)	$	1,832,216	$	8,632	$	1,840,848	$	249,414

See accompanying notes to the consolidated financial statements.

F-18

CUBESMART, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

For the year ended December 31,

2019

2018

2017

Operating Activities

Net income

$
170,771

$
165,488

$
135,611

Adjustments to reconcile net income to cash provided by operating activities:

Depreciation and amortization

166,366

145,663

148,319

Equity in (earnings) losses of real estate ventures

(11,122)

865

1,386

Gains from sale of real estate, net

(1,508)

(10,576)

—

Equity compensation expense

6,694

5,572

5,586

Accretion of fair market value adjustment of debt

(718)

(735)

(559)

Changes in other operating accounts:

Other assets

(6,578)

(4,937)

(10,429)

Accounts payable and accrued expenses

6,042

2,653

10,846

Other liabilities

1,821

342

1,154

Net cash provided by operating activities

$
331,768

$
304,335

$
291,914

Investing Activities

Acquisitions of storage properties

(117,998)

(214,510)

(69,629)

Additions and improvements to storage properties

(37,569)

(27,626)

(27,378)

Development costs

(102,826)

(86,002)

(68,778)

Cash paid for partner's interest in real estate venture, net of cash, cash equivalents and restricted cash acquired

(117,959)

—

—

Investment in real estate ventures

(10,264)

(19,216)

(301)

Cash distributed from real estate ventures

7,096

8,706

15,783

Proceeds from sale of real estate, net

3,856

16,389

—

Net cash used in investing activities

$
(375,664)

$
(322,259)

$
(150,303)

Financing Activities

Proceeds from:

Unsecured senior notes

696,426

—

103,192

Revolving credit facility

859,313

679,535

628,400

Principal payments on:

Revolving credit facility

(1,158,776)

(565,710)

(590,000)

Unsecured term loans

(200,000)

—

(100,000)

Mortgage loans and notes payable

(11,652)

(9,816)

(8,666)

Loan procurement costs

(6,023)

—

(953)

Settlement of hedge transactions

(807)

—

—

Acquisition of noncontrolling interest in subsidiary, net

(35,777)

—

(9,033)

Proceeds from issuance of common OP units

196,304

131,830

29,643

Cash paid upon vesting of restricted OP units

(421)

(1,461)

(2,046)

Exercise of OP unit options

3,686

3,835

2,364

Contributions from noncontrolling interests in subsidiaries

48

925

1,058

Distributions paid to noncontrolling interests in subsidiaries

(188)

(169)

—

Distributions paid to common OP unitholders

(246,278)

(223,721)

(197,278)

Net cash provided by (used in) financing activities

$
95,855

$
15,248

$
(143,319)

Change in cash, cash equivalents and restricted cash

51,959

(2,676)

(1,708)

Cash, cash equivalents and restricted cash at beginning of year

6,482

9,158

10,866

Cash, cash equivalents and restricted cash at end of year

$
58,441

$
6,482

$
9,158

Supplemental Cash Flow and Noncash Information

Cash paid for interest, net of interest capitalized

$
69,283

$
66,829

$
63,407

Supplemental disclosure of noncash activities:

Proceeds held in escrow from real estate venture's sale of real estate (see note 4)

$
8,288

$
—

$
—

Noncash consideration for acquisition of partner's interest in real estate venture (see note 4)

$
(8,288)

$
—

$
—

Discount on issuance of unsecured senior notes

$
3,574

$
—

$
—

Noncash drawdown on revolving credit facility

$
103,938

$
—

$
—

Mortgage loan assumptions

$
—

$
7,166

$
6,201

Repayment of unsecured term loan through noncash drawdown on revolving credit facility

$
(100,000)

$
—

$
—

Accretion of put liability

$
5,895

$
24,747

$
35,122

Derivative valuation adjustment

$
302

$
(633)

$
1,875

Loan procurement costs

$
(3,770)

$
—

$
—

Issuance of OP units

$
3,576

$
6,242

$
12,324

Liability for acquisition of storage property

$
—

$
—

$
1,470

Contribution of storage property to real estate venture

$
—

$
—

$
9,400

Acquisition of noncontrolling interest in subsidiary

$
(4,828)

$
—

$
—

Contributions from noncontrolling interests in subsidiaries

$
7,328

$
—

$
—


	For the year ended December 31,
	2020		2019		2018
Operating Activities
Net income	$	167,611	$	170,771	$	165,488
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		159,247		166,366		145,663
Loss on early extinguishment of debt		18,020		—		—
Equity in (earnings) losses of real estate ventures		(178)		(11,122)		865
Gains from sale of real estate, net		(6,710)		(1,508)		(10,576)
Equity compensation expense		7,140		6,694		5,572
Accretion of fair market value adjustment of debt		(259)		(718)		(735)
Changes in other operating accounts:
Other assets		(9,674)		(6,578)		(4,937)
Accounts payable and accrued expenses		13,922		6,042		2,653
Other liabilities		1,914		1,821		342
Net cash provided by operating activities	$	351,033	$	331,768	$	304,335
Investing Activities
Acquisitions of storage properties		(417,988)		(117,998)		(214,510)
Additions and improvements to storage properties		(49,857)		(37,569)		(27,626)
Development costs		(55,286)		(102,826)		(86,002)
Cash paid for partner's interest in real estate venture, net of cash, cash equivalents and restricted cash acquired		—		(117,959)		—
Investment in real estate ventures		(7,022)		(10,264)		(19,216)
Cash distributed from real estate ventures		6,246		7,096		8,706
Proceeds from sale of real estate, net		12,466		3,856		16,389
Net cash used in investing activities	$	(511,441)	$	(375,664)	$	(322,259)
Financing Activities
Proceeds from:
Unsecured senior notes		445,833		696,426		—
Revolving credit facility		429,085		859,313		679,535
Principal payments on:
Unsecured senior notes		(250,000)		—		—
Revolving credit facility		(311,285)		(1,158,776)		(565,710)
Unsecured term loans		—		(200,000)		—
Mortgage loans and notes payable		(46,093)		(11,652)		(9,816)
Loan procurement costs		(3,764)		(6,023)		—
Debt prepayment costs		(17,584)		—		—
Settlement of hedge transactions		—		(807)		—
Acquisition of noncontrolling interest in subsidiary, net		—		(35,777)		—
Proceeds from issuance of common OP units		120,727		196,304		131,830
Cash paid upon vesting of restricted OP units		(686)		(421)		(1,461)
Exercise of OP unit options		961		3,686		3,835
Contributions from noncontrolling interests in subsidiaries		—		48		925
Distributions paid to noncontrolling interests in subsidiaries		(205)		(188)		(169)
Distributions paid to common OP unitholders		(258,793)		(246,278)		(223,721)
Net cash provided by financing activities	$	108,196	$	95,855	$	15,248
Change in cash, cash equivalents and restricted cash		(52,212)		51,959		(2,676)
Cash, cash equivalents and restricted cash at beginning of year		58,441		6,482		9,158
Cash, cash equivalents and restricted cash at end of year	$	6,229	$	58,441	$	6,482
Supplemental Cash Flow and Noncash Information
Cash paid for interest, net of interest capitalized	$	80,792	$	69,283	$	66,829
Supplemental disclosure of noncash activities:
Acquisitions of storage properties	$	(2,623)	$	—	$	—
Proceeds held in escrow from real estate venture's sale of real estate (see note 4)	$	—	$	8,288	$	—
Noncash consideration for acquisition of partner's interest in real estate venture (see note 4)	$	—	$	(8,288)	$	—
Right-of-use assets obtained in exchange for lease liabilities	$	61,423	$	—	$	—
Discount on issuance of unsecured senior notes	$	4,167	$	3,574	$	—
Noncash drawdown on revolving credit facility	$	—	$	103,938	$	—
Mortgage loan assumptions	$	169,056	$	—	$	7,166
Repayment of unsecured term loan through noncash drawdown on revolving credit facility	$	—	$	(100,000)	$	—
Accretion of put liability	$	7,917	$	5,895	$	24,747
Derivative valuation adjustment	$	81	$	302	$	(633)
Loan procurement costs	$	—	$	(3,770)	$	—
Issuance of OP units (see note 4)	$	186,933	$	3,576	$	6,242
Acquisition of noncontrolling interest in subsidiary	$	—	$	(4,828)	$	—
Contributions from noncontrolling interests in subsidiaries	$	682	$	7,328	$	—

See accompanying notes to the consolidated financial statements.

F-19

CUBESMART AND CUBESMART L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND NATURE OF OPERATIONS

CubeSmart (the “Parent Company”) operates as a self-managed and self-administered real estate investment trust (“REIT”) with its operations conducted solely through CubeSmart, L.P. and its subsidiaries. CubeSmart, L.P., a Delaware limited partnership (the “Operating Partnership”), operates through an umbrella partnership structure, with the Parent Company, a Maryland REIT, as its sole general partner. In the notes to the consolidated financial statements, we use the terms the “Company”, “we” or “our” to refer to the Parent Company and the Operating Partnership together, unless the context indicates otherwise. As of December 31, ~~2019,~~2020, the Company owned self-storage properties located in the District of Columbia and 24 states throughout the United States which are presented under 1 reportable segment: the Company owns, operates, develops, manages and acquires self-storage properties.

As of December 31, ~~2019,~~2020, the Parent Company owned approximately ~~99.0%~~96.4% of the partnership interests (“OP Units”) of the Operating Partnership. The remaining OP Units, consisting exclusively of limited partner interests, are held by persons who contributed their interests in properties to the Operating Partnership in exchange for OP Units. Under the partnership agreement, these persons have the right to tender their OP Units for redemption to the Operating Partnership at any time following a specified restricted period for cash equal to the fair value of an equivalent number of common shares of the Parent Company. In lieu of delivering cash, however, the Parent Company, as the Operating Partnership’s general partner, may, at its option, choose to acquire any OP Units so tendered by issuing common shares in exchange for the tendered OP Units. If the Parent Company so chooses, its common shares will be exchanged for OP Units on a 1-for-one basis. This one-for-one exchange ratio is subject to adjustment to prevent dilution. With each such exchange or redemption, the Parent Company’s percentage ownership in the Operating Partnership will increase. In addition, whenever the Parent Company issues common or other classes of its shares, it contributes the net proceeds it receives from the issuance to the Operating Partnership and the Operating Partnership issues to the Parent Company an equal number of OP Units or other partnership interests having preferences and rights that mirror the preferences and rights of the shares issued. This structure is commonly referred to as an umbrella partnership REIT or “UPREIT”.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying consolidated financial statements include all of the accounts of the Company and its majority-owned and/or controlled subsidiaries. The portion of these entities not owned by the Company is presented as noncontrolling interests as of and during the periods consolidated. All significant intercompany accounts and transactions have been eliminated in consolidation.

When the Company obtains an economic interest in an entity, the Company evaluates the entity to determine if the entity is deemed a variable interest entity (“VIE”) and if the Company is deemed to be the primary beneficiary in accordance with authoritative guidance issued on the consolidation of VIEs. To the extent that the Company (i) has the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE and (ii) has the obligation or rights to absorb the VIE's losses or receive its benefits, then the Company is considered the primary beneficiary. When an entity is not deemed to be a VIE, the Company considers the provisions of additional guidance to determine whether a general partner, or the general partners as a group, controls a limited partnership or similar entity when the limited partners have certain rights. The Company consolidates (i) entities that are VIEs and of which the Company is deemed to be the primary beneficiary, and (ii) entities that are non-VIEs which the Company controls and which the limited partners do not have the ability to dissolve or remove the Company without cause nor substantive participating rights.

The Operating Partnership meets the criteria as a VIE. The Parent Company’s sole significant asset is its investment in the Operating Partnership. As a result, substantially all of the Parent Company’s assets and liabilities represent those assets and liabilities of the Operating Partnership. All of the Parent Company’s debt is an obligation of the Operating Partnership.

Noncontrolling Interests

The Financial Accounting Standards Board (“FASB”) issued authoritative guidance regarding noncontrolling interests in consolidated financial statements which was effective on January 1, 2009. The guidance states that noncontrolling interests are the portion of equity (net assets) in a subsidiary not attributable, directly or indirectly, to a parent. The ownership interests in the subsidiary that are held by owners other than the parent are noncontrolling interests. Under the guidance, such noncontrolling interests are reported on the consolidated balance sheets within equity, separately from the Company’s equity. On the consolidated statements of operations, revenues, expenses and net income or loss from controlled or consolidated entities that are less than wholly owned are reported at the consolidated

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amounts, including both the amounts attributable to the Company and noncontrolling interests. Presentation of consolidated equity activity

~~F-20~~

is included for both quarterly and annual financial statements, including beginning balances, activity for the period and ending balances for shareholders’ equity, noncontrolling interests and total equity.

However, per the FASB issued authoritative guidance on the classification and measurement of redeemable securities, securities that are redeemable for cash or other assets at the option of the holder, not solely within the control of the issuer, must be classified outside of permanent equity. This would result in certain outside ownership interests being included as redeemable noncontrolling interests outside of permanent equity in the consolidated balance sheets. The Company makes this determination based on terms in applicable agreements, specifically in relation to redemption provisions. Additionally, with respect to noncontrolling interests for which the Company has a choice to settle the contract by delivery of its own shares, the Company considered the FASB issued guidance on accounting for derivative financial instruments indexed to, and potentially settled in, a Company’s own stock to evaluate whether the Company controls the actions or events necessary to issue the maximum number of shares that could be required to be delivered under share settlement of the contract. The guidance also requires that noncontrolling interests are adjusted each period so that the carrying value equals the greater of its carrying value based on the accumulation of historical cost or its redemption fair value.

The consolidated results of the Company include results attributable to units of the Operating Partnership that are not owned by the Company. These interests were issued in the form of OP units and were a component of the consideration the Company paid to acquire certain self-storage properties. Limited partners who acquired OP units have the right to require the Operating Partnership to redeem part or all of their OP units for, at the Company’s option, an equivalent number of common shares of the Company or cash based upon the fair value of an equivalent number of common shares of the Company. However, the operating agreement contains certain circumstances that could result in a net cash settlement outside the control of the Company, as the Company does not have the ability to settle in unregistered shares. Accordingly, consistent with the guidance discussed above, the Company will continue to record these noncontrolling interests outside of permanent equity in the consolidated balance sheets. Net income or loss related to these noncontrolling interests is excluded from net income or loss in the consolidated statements of operations. The Company has adjusted the carrying value of its noncontrolling interests subject to redemption value to the extent applicable. Based on the Company’s evaluation of the redemption value of the redeemable noncontrolling interests, the Operating Partnership reflected these interests at their redemption value as of December 31, ~~2019,~~2020, as the estimated redemption value exceeded their carrying value. The Operating Partnership recorded an increase to OP Units owned by third parties and a corresponding decrease to capital of ~~$5.9~~$4.2 million as of December 31, ~~2019.~~2020. Disclosure of such redemption provisions is provided in note 12.

Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Although management believes the assumptions and estimates made are reasonable and appropriate, as discussed in the applicable sections throughout these consolidated financial statements, different assumptions and estimates could materially impact the Company’s reported results. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions, and changes in market conditions could impact the Company’s future operating results.

Self-Storage Properties

Self-storage properties are carried at historical cost less accumulated depreciation and impairment losses. The cost of self-storage properties reflects their purchase price or development cost. Acquisition costs are accounted for in accordance with Accounting Standard Update (“ASU”) No. 2017-01 - Business Combinations (Topic 805): Clarifying the Definition of a Business, which was adopted on January 1, 2018, and are generally capitalized. Costs incurred for the renovation of a store are capitalized to the Company’s investment in that store. Ordinary repairs and maintenance are expensed as incurred; major replacements and betterments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives. The costs to develop self-storage properties are capitalized to construction in progress while the ~~project is~~projects are under development.

Purchase Price Allocation

When stores are acquired, the purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed based on estimated fair values. Allocations to land, building and improvements and equipment are recorded based upon their respective fair values as estimated by management. If appropriate, the Company allocates a portion of the purchase price to an intangible asset attributed to the value of in-place leases. This intangible is generally amortized to expense over the expected remaining term of the respective

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leases. Substantially all of the storage leases in place at acquired stores are at market rates, as the majority of the leases are month-to-month

~~F-21~~

contracts. Accordingly, to date, 0 portion of the purchase price has been allocated to above- or below-market lease ~~intangibles.~~intangibles associated with storage leases assumed at acquisition. Above- or below- market lease intangibles associated with assumed ground leases in which the Company serves as lessee are recorded as an adjustment to the right-of-use asset and reflect the difference between the contractual amounts to be paid pursuant to each in-place ground lease and management’s estimate of fair market lease rates. These amounts are amortized over the term of the lease. To date, no intangible asset has been recorded for the value of customer relationships, because the Company does not have any concentrations of significant customers and the average customer turnover is fairly frequent.

Depreciation and Amortization

The costs of self-storage properties and improvements are depreciated using the straight-line method based on useful lives ranging from five to 39 years. Right-of-use assets associated with finance leases are amortized from the lease commencement date to the earlier of the useful life of the right-to-use asset or the end of the lease term.Fully depreciated or amortized assets and the associated accumulated depreciation or amortization are written off. The Company wrote off fully depreciated or amortized real estate assets and in-place lease intangible assets of $83.4 million and $20.5 million, respectively, for the year ended December 31, 2020, and $81.7 million and $11.3 million, respectively, for the year ended December 31, 2019.

Impairment of Long-Lived Assets

We evaluate long-lived assets for impairment when events and circumstances such as declines in occupancy and operating results indicate that there may be an impairment. The carrying value of these long-lived assets is compared to the undiscounted future net operating cash flows, plus a terminal value, attributable to the assets to determine if the store’s basis is recoverable. If a store’s basis is not considered recoverable, an impairment loss is recorded to the extent the net carrying value of the asset exceeds the fair value. The impairment loss recognized equals the excess of net carrying value over the related fair value of the asset. There were 0 impairment losses recognized during the years ended December 31, 2020, 2019 ~~2018~~ and ~~2017.~~2018.

Long-Lived Assets Held for Sale

We consider long-lived assets to be “held for sale” upon satisfaction of the following criteria: (a) management commits to a plan to sell a store (or group of stores), (b) the store is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such stores, (c) an active program to locate a buyer and other actions required to complete the plan to sell the store have been initiated, (d) the sale of the store is probable and transfer of the asset is expected to be completed within one year, (e) the store is being actively marketed for sale at a price that is reasonable in relation to its current fair value and (f) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

Typically these criteria are all met when the relevant asset is under contract, significant non-refundable deposits have been made by the potential buyer, the assets are immediately available for transfer, and there are no contingencies related to the sale that may prevent the transaction from closing. However, each potential transaction is evaluated based on its separate facts and circumstances. Stores classified as held for sale are reported at the lesser of carrying value or fair value less estimated costs to sell and are not depreciated. There were 0 stores classified as held for sale as of December 31, ~~2019.~~2020.

Cash and Cash Equivalents

Cash and cash equivalents are highly-liquid investments with original maturities of three months or less. The Company may maintain cash equivalents in financial institutions in excess of insured limits, but believes this risk is mitigated by only investing in or through major financial institutions.

Restricted Cash

Restricted cash generally consists of ~~purchase deposits and~~ cash deposits required for debt service, ~~requirements,~~ capital replacement and expense reserves in connection with the ~~requirements~~terms of our loan agreements.

Loan Procurement Costs

Loan procurement costs related to borrowings were ~~$31.5~~$38.1 million and ~~$21.5~~$31.5 million as of December 31, ~~2019~~2020 and ~~2018,~~2019, respectively, and are reported net of accumulated amortization of ~~$12.9~~$13.1 million and ~~$13.4~~$12.9 million as of December 31, ~~2019~~2020 and ~~2018,~~2019, respectively. In accordance with ASU No. 2015-03, Loan procurement costs, net are presented as a direct deduction from the carrying amount of the

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related debt liability. If there is not an associated debt liability recorded on the consolidated balance sheets, the costs are recorded as an asset net of accumulated amortization. Loan procurement costs associated with the Company’s revolving credit facility remain in Loan procurement costs, net of amortization on the Company’s consolidated balance sheets. The costs are amortized over the estimated life of the related debt using the effective interest method and are reported as Loan procurement amortization expense on the Company’s consolidated statements of operations.

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Other Assets

Other assets are comprised of the following as of December 31, ~~2019~~2020 and ~~2018:~~2019:


	December 31,				December 31,
	2019		2018		2020		2019

	(in thousands)				(in thousands)
Intangible assets, net of accumulated amortization of $10,170 and $3,124	$	10,283	$	8,145
Intangible assets, net of accumulated amortization of $2,123 and $10,170					$	57,820	$	10,283
Accounts receivable, net		6,386		5,672		5,829		6,386
Prepaid property taxes		4,706		4,406		6,334		4,706
Prepaid insurance		2,191		1,479		2,626		2,191
Amounts due from affiliates (see note 14)		10,450		10,584		13,130		10,450
Assets held in trust related to deferred compensation arrangements		13,280		9,645		17,207		13,280
Right-of-use assets (see note 13)		41,698		—
Right-of-use assets - operating leases (see note 13)						55,302		41,698
Equity investment recorded at cost ⁽¹⁾		5,000		5,000		5,000		5,000
Other		7,449		3,832		7,505		7,449
Total other assets, net	$	101,443	$	48,763	$	170,753	$	101,443

(1)

On September 5, 2018, the Company invested $5.0 million in exchange for 100% of the Class A preferred units of Capital Storage Partners, LLC (“Capital Storage”), a newly formed venture that acquired 22 self-storage properties located in Florida (4), Oklahoma (5) and Texas (13). The Class A preferred units earn an 11% cumulative dividend prior to any other distributions. The Company’s investment in Capital Storage and the related dividends are included in Other assets, net on the Company’s consolidated balance sheets and in Other income on the Company’s consolidated statements of operations, respectively.

Environmental Costs

Our practice is to conduct or obtain environmental assessments in connection with the acquisition or development of additional stores. Whenever the environmental assessment for one of the Company’s stores indicates that a store is impacted by soil or groundwater contamination from prior owners/operators or other sources, the Company will work with environmental consultants and where appropriate, state governmental agencies, to ensure that the store is either cleaned up, that no cleanup is necessary because the low level of contamination poses no significant risk to public health or the environment or that the responsibility for cleanup rests with a third party.

Revenue Recognition

Management has determined that all of ~~our~~the Company’s leases are operating leases. Rental income is recognized in accordance with the terms of the leases, which generally are month-to-month.

The Company recognizes gains from sale of real estate in accordance with the guidance on transfer of nonfinancial assets. Payments received from purchasers prior to closing are recorded as deposits. Profit on real estate sold is recognized when a valid contract exists, the collectability of the sales price is reasonably assured and the control of the property has transferred.

Advertising and Marketing Costs

The Company incurs advertising and marketing costs primarily attributable to internet marketing and other media advertisements. The Company incurred $~~11.5~~16.9 million, ~~$10.3~~$11.5 million and ~~$9.7~~$10.3 million in advertising and marketing expenses for the years ended December 31, 2020, 2019 ~~2018~~ and ~~2017,~~2018, respectively, which are included in Property operating expenses on the Company’s consolidated statements of operations.

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Equity Offering Costs

Underwriting discounts and commissions, financial advisory fees and offering costs are reflected as a reduction to additional paid-in capital. For the years ended December 31, 2020, 2019 ~~2018~~ and ~~2017,~~2018, the Company recognized $1.5 million, $2.1 million ~~$1.6 million~~ and ~~$0.6~~$1.6 million, respectively, of equity offering costs related to the issuance of common shares.

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Other Property Related Income

Other property related income consists of late fees, administrative charges, customer ~~insurance~~storage protection plan fees, sales of storage supplies and other ancillary revenues and is recognized in the period that it is earned.

Capitalized Interest

The Company capitalizes interest incurred that is directly associated with construction activities until the asset is placed into service. Interest is capitalized to the related asset(s) using the weighted average rate of the Company’s outstanding debt. For the years ended December 31, 2020, 2019 ~~2018~~ and ~~2017,~~2018, the Company capitalized $~~3.0~~2.7 million, ~~$4.4~~$3.0 million and ~~$5.6~~$4.4 million, respectively, of interest incurred that is directly associated with construction activities.

Derivative Financial Instruments

The Company carries all derivatives on the balance sheet at fair value. The Company determines the fair value of derivatives by observable prices that are based on inputs not quoted on active markets, but corroborated by market data. The accounting for changes in the fair value of a derivative instrument depends on whether the derivative has been designated and qualifies as part of a hedging relationship and, if so, the reason for holding it. The Company’s use of derivative instruments has been limited to cash flow hedges of certain interest rate risks. The Company had ~~interest rate swap agreements for notional principal amounts aggregating~~ $150.0 million as of December 31, 2018, the fair values of which are included in Accounts payable, accrued expenses and other liabilities on the Company’s consolidated balance sheets. The Company had 0 outstanding derivatives as of December 31, 2020 or 2019.

Income Taxes

The Company has elected to be taxed as a real estate investment trust under Sections 856-860 of the Internal Revenue Code since the Company’s commencement of operations in 2004. In management’s opinion, the requirements to maintain these elections are being met. Accordingly, no provision for federal income taxes has been reflected in the consolidated financial statements other than for operations conducted through our taxable REIT subsidiaries.

Earnings and profits, which determine the taxability of distributions to shareholders, differ from net income reported for financial reporting purposes due to differences in cost basis, the estimated useful lives used to compute depreciation, and the allocation of net income and loss for financial versus tax reporting purposes. The net tax basis in the Company’s assets was approximately ~~$3,909.1~~$4,384.1 million and ~~$3,645.7~~$3,909.1 million as of December 31, ~~2019~~2020 and ~~2018, respectively.~~2019.

Since the Company’s initial quarter as a publicly-traded REIT, it has made regular quarterly distributions to its shareholders. Distributions to shareholders are usually taxable as ordinary income, although a portion of the distribution may be designated as capital gain or may constitute a tax-free return of capital. Annually, the Company provides each of its shareholders a statement detailing the tax characterization of dividends paid during the preceding year as ordinary income, capital gain or return of capital. The characterization of the Company’s dividends for ~~2019~~2020 consisted of a ~~78.413%~~74.174% ordinary income distribution, a ~~5.207%~~2.138% capital gain distribution and a ~~16.380%~~23.688% return of capital distribution from earnings and profits.

The Company is subject to a 4% federal excise tax if sufficient taxable income is not distributed within prescribed time limits. The excise tax equals 4% of the annual amount, if any, by which the sum of (a) 85% of the Company’s ordinary income, (b) 95% of the Company’s net capital gains and (c) 100% of prior taxable income exceeds cash distributions and certain taxes paid by the Company. NaN excise tax was incurred in 2020, 2019 ~~2018~~ or ~~2017.~~2018.

Taxable REIT subsidiaries are subject to federal and state income taxes. Our taxable REIT subsidiaries had a net deferred tax asset related to expenses which are deductible for tax purposes in future periods of ~~$0.7~~$0.4 million and ~~$1.4~~$0.7 million as of December 31, ~~2019~~2020 and ~~2018,~~2019, respectively.

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Earnings per Share and Unit

Basic earnings per share and unit are calculated based on the weighted average number of common shares and restricted shares outstanding during the period. Diluted earnings per share and unit is calculated by further adjusting for the dilutive impact of share options, unvested restricted shares and contingently issuable shares outstanding during the period using the treasury stock method. Potentially dilutive securities calculated under the treasury stock method were ~~702,000;~~796,000, 702,000 and 842,000 for the years ended December 31, 2020, 2019 and ~~923,000 in 2019,~~ 2018, ~~and 2017,~~ respectively.

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Share-Based Payments

We apply the fair value method of accounting for contingently issued shares and share options issued under our incentive award plan. Accordingly, share compensation expense is recorded ratably over the vesting period relating to such contingently issued shares and options. The Company has recognized compensation expense on a straight-line method over the requisite service period, which is included in general and administrative expense on the Company’s consolidated statement of operations. The Company recognizes forfeitures on share-based payments as they occur.

Investments in Unconsolidated Real Estate Ventures

The Company accounts for its investments in unconsolidated real estate ventures under the equity method of accounting when it is determined that the Company has the ability to exercise significant influence over the venture. Under the equity method, investments in unconsolidated real estate ventures are recorded initially at cost, as investments in real estate ventures, and subsequently adjusted for equity in earnings (losses), cash contributions, less distributions and impairments. On a periodic basis, management assesses whether there are any indicators that the value of the Company’s investments in unconsolidated real estate ventures may be other than temporarily impaired. An investment is impaired only if the fair value of the investment, as estimated by management, is less than the carrying value of the investment and the decline is other than temporary. To the extent impairment that is other than temporary has occurred, the loss shall be measured as the excess of the carrying amount of the investment over the fair value of the investment, as estimated by management. The determination as to whether impairment exists requires significant management judgment about the fair value of the Company’s ownership interest. Fair value is determined through various valuation techniques, including but not limited to, discounted cash flow models, quoted market values and third-party appraisals. There were 0 impairment losses related to the Company’s investments in unconsolidated real estate ventures recognized during the years ended December 31, ~~2019~~2020 and ~~2018.~~2019.

Recent Accounting Pronouncements

In August ~~2017,~~2020, the FASB issued ASU No. ~~2017-12~~2020-06 – Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging ~~(Topic 815): Targeted Improvements to Accounting~~– Contracts in an Entity’s Own Equity (Subtopic 815-40). The new guidance eliminates the beneficial conversion and cash conversion accounting models for ~~Hedging Activities. The purpose~~convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of ~~this updated~~certain settlement provisions. In addition, the new guidance ~~is to better align a company’s financial reporting for hedging activities with~~modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the ~~economic objectives of those activities.~~diluted earnings per share computation. The standard ~~became~~is effective on January 1, ~~2020 and~~2022, with early adoption permitted, but only as of the beginning of an entity’s annual fiscal year. The Company is ~~not expected to have a material~~currently assessing the impact of the adoption of the new standard on ~~the Company’s~~its consolidated financial ~~statements.~~statements and related disclosures.

In June 2016, the FASB issued ASU No. 2016-13 – Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The new guidance changes how entities measure credit losses for most financial assets. This standard requires an entity to estimate its lifetime expected credit loss and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. In November 2018, the FASB issued ASU No. 2018-19 – Codification Improvements to Topic 326, Financial Instruments - Credit Losses, which clarifies that receivables arising from operating leases are within the scope of the leasing standard (ASU No. 2016-02), and not within the scope of ASU No. 2016-13. The standard became effective on January 1, ~~2020 and is~~2020. The adoption of this guidance did not ~~expected to~~ have a material impact on the Company’s consolidated financial statements.

In August 2017, the FASB issued ASU No. 2017-12 – Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The purpose of this updated guidance is to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. The standard became effective on January 1, 2020 and did not have a material impact on the Company’s consolidated financial statements.

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In February 2016, the FASB issued ASU No. 2016-02 - Leases (Topic 842), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either ~~financing~~finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification determines whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less are accounted for similar to previous guidance for operating leases. The new standard requires lessors to account for leases using an approach that is substantially equivalent to previous guidance for sales-type leases, direct financing leases and operating leases. The Company adopted the standard on January 1, 2019, the date it became effective for public companies, using the modified retrospective approach whereby the cumulative effect of adoption was recognized on the adoption date and prior periods were not restated. There was 0no net cumulative effect adjustment to retained earnings as of January 1, 2019 as a result of this adoption. Upon adoption, the Company elected the package of practical expedients permitted within the standard, which among other things, allows for the carryforward of historical lease classification. The Company also elected the practical expedient provided to lessors in a subsequent amendment to the standard that removed the requirement to separate lease and nonlease components, provided certain conditions were met. Refer to note 13 for the impact of the adoption of ASU No. 2016-02 – Leases (Topic 842) on the Company’s consolidated financial statements.

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Concentration of Credit Risk

The Company’s stores are located in major metropolitan and rural areas and have numerous customers per store. No single customer represents a significant concentration of our revenues. The stores in New York, Florida, Texas and California provided approximately 16%, 15%, 9% and 8%, respectively, of the Company’s total revenues for the year ended December 31, 2020. The stores in Florida, New York, Texas and California provided approximately 16%, 16%, 10% and 8%, respectively, of the Company’s total revenues for the year ended December 31, 2019. The stores in Florida, New York, Texas and California provided approximately 17%, 16%, 10% and 8%, respectively, of the Company’s total revenues for ~~each of~~ the ~~years~~year ended December 31, ~~2018 and 2017.~~2018.

3. STORAGE PROPERTIES

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


	December 31,				December 31,
	2019		2018		2020		2019

	(in thousands)				(in thousands)
Land	$	858,541	$	806,916	$	1,093,503	$	858,541
Buildings and improvements		3,619,594		3,343,173		4,122,995		3,619,594
Equipment		128,111		176,583		123,044		128,111
Construction in progress		93,598		136,783		108,316		93,598
Right-of-use assets - finance leases						41,896		—
Storage properties		4,699,844		4,463,455		5,489,754		4,699,844
Less: Accumulated depreciation		(925,359)		(862,487)		(983,940)		(925,359)
Storage properties, net	$	3,774,485	$	3,600,968	$	4,505,814	$	3,774,485

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The following table summarizes the Company’s acquisition and disposition activity for the years ended December 31, 2020, 2019 ~~2018~~ and ~~2017:~~2018:


			Number of	Purchase / Sale Price					Number of	Purchase / Sale Price
Asset/Portfolio	Market	Transaction Date	Stores	(in thousands)			Metropolitan Statistical Area	Transaction Date	Stores	(in thousands)

2020 Acquisitions:

Texas Asset							San Antonio, TX	February 2020	1	$	9,025
Maryland Asset							Baltimore-Towson, MD	April 2020	1		17,200
New Jersey Asset							New York-Northern New Jersey-Long Island, NY-NJ-PA	April 2020	1		48,450
Florida Asset							Palm Bay-Melbourne-Titusville, FL	November 2020	1		3,900
Texas Asset							Austin-Round Rock, TX	November 2020	1		10,750
Texas Asset							Dallas-Fort Worth-Arlington, TX	November 2020	1		10,150
Nevada Asset							Las Vegas-Paradise, NV	December 2020	1		16,800
New York Asset							New York-Northern New Jersey-Long Island, NY-NJ-PA	December 2020	1		6,750
Storage Deluxe Assets							New York-Northern New Jersey-Long Island, NY-NJ-PA	December 2020	8		540,000
Florida Assets							Orlando-Kissimmee, FL / Deltona-Daytona Beach-Ormond Beach, FL	December 2020	3		45,500
Florida Asset							Tampa-St. Petersburg-Clearwater, FL	December 2020	1		10,000
Virginia Asset							Washington-Arlington-Alexandria, DC-VA-MD-WV	December 2020	1		17,350
									21	$	735,875

2020 Disposition:

New York Asset							New York-Northern New Jersey-Long Island, NY-NJ-PA	December 2020	1	$	12,750
									1	$	12,750
2019 Acquisitions:

Maryland Asset	Baltimore / DC	March 2019	1	$	22,000		Baltimore-Towson, MD	March 2019	1	$	22,000
Florida Assets	Florida Markets - Other	April 2019	2		19,000		Cape Coral-Fort Myers, FL	April 2019	2		19,000
Arizona Asset	Phoenix	May 2019	1		1,550		Phoenix-Mesa-Scottsdale, AZ	May 2019	1		1,550
HVP III Assets	Various (see note 4)	June 2019	18		128,250	⁽¹⁾	Various (see note 4)	June 2019	18		128,250	⁽¹⁾
Georgia Asset	Atlanta	August 2019	1		14,600		Atlanta-Sandy Springs-Marietta, GA	August 2019	1		14,600
South Carolina Asset	Charleston	August 2019	1		3,300		Charleston-North Charleston, SC	August 2019	1		3,300
Texas Asset	Texas Markets - Major	October 2019	1		7,300		Dallas-Fort Worth-Arlington, TX	October 2019	1		7,300
Florida Assets	Florida Markets - Other	November 2019	3		32,100		Orlando-Kissimmee, FL	November 2019	3		32,100
California Asset	Los Angeles	December 2019	1		18,500		Los Angeles-Long Beach-Santa Ana, CA	December 2019	1		18,500
			29	$	246,600				29	$	246,600

2019 Disposition:

Texas Asset	Texas Markets - Major	October 2019	1	$	4,146		College Station-Bryan, TX	October 2019	1	$	4,146
			1	$	4,146				1	$	4,146

2018 Acquisitions:

Texas Asset	Texas Markets - Major	January 2018	1	$	12,200		Austin-Round Rock, TX	January 2018	1	$	12,200
Texas Asset	Texas Markets - Major	May 2018	1		19,000		Houston-Sugar Land-Baytown, TX	May 2018	1		19,000
Metro DC Asset	Baltimore / DC	July 2018	1		34,200		Washington-Arlington-Alexandria, DC-VA-MD-WV	July 2018	1		34,200
Nevada Asset	Las Vegas	September 2018	1		14,350		Las Vegas-Paradise, NV	September 2018	1		14,350
North Carolina Asset	Charlotte	September 2018	1		11,000		Charlotte-Gastonia-Concord, NC-SC	September 2018	1		11,000
California Asset	Los Angeles	October 2018	1		53,250		Los Angeles-Long Beach-Santa Ana, CA	October 2018	1		53,250
Texas Asset	Texas Markets - Major	October 2018	1		23,150		Houston-Sugar Land-Baytown, TX	October 2018	1		23,150
California Asset	San Diego	November 2018	1		19,118		San Diego-Carlsbad-San Marcos, CA	November 2018	1		19,118
New York Asset	New York / Northern NJ	November 2018	1		37,000		New York-Northern New Jersey-Long Island, NY-NJ-PA	November 2018	1		37,000
Illinois Asset	Chicago	December 2018	1		4,250		Chicago-Naperville-Joliet, IL-IN-WI	December 2018	1		4,250
			10	$	227,518				10	$	227,518

2018 Dispositions:

Arizona Assets	Phoenix	November 2018	2	$	17,502		Phoenix-Mesa-Scottsdale, AZ	November 2018	2	$	17,502
			2	$	17,502				2	$	17,502

2017 Acquisitions:

Illinois Asset	Chicago	April 2017	1	$	11,200
Maryland Asset	Baltimore / DC	May 2017	1		18,200
California Asset	Sacramento	May 2017	1		3,650
Texas Asset	Texas Markets - Major	October 2017	1		4,050
Florida Asset	Florida Markets - Other	October 2017	1		14,500
Illinois Asset	Chicago	November 2017	1		11,300
Florida Asset	Florida Markets - Other	December 2017	1		17,750
			7	$	80,650

(1)

Amount represents the purchase price for 90% of the ownership interest in 191 III CUBE LLC (“HVP III”), which at the time of the acquisition, owned 18 storage properties (see note 4).

F-27

4. INVESTMENT ACTIVITY

2020 Acquisitions

The Company acquired a portfolio of 8 stores located in the outer boroughs of New York City (the “Storage Deluxe Assets”), in 2 separate tranches during December 2020, for an aggregate purchase price of $540.0 million. In connection with the acquisition of the Storage Deluxe Assets, the Company assumed 6 mortgage loans with an aggregate outstanding principal amount of $154.4 million at the time of acquisition, one of which had an outstanding principal balance of $33.2 million and was repaid immediately. The assumed mortgage debt was recorded at a fair value of $169.2 million, which includes an aggregate net premium of $14.8 million to reflect the estimated fair value of the debt at the time of assumption. The remainder of the purchase price was funded with $210.5 million of cash and $175.1 million through the issuance of 5,272,023 OP Units (see note 12). In connection with the acquisition of the Storage Deluxe Assets, which was accounted for as an asset acquisition, the Company allocated the purchase price and acquisition related costs to the tangible and intangible assets acquired based on fair value. Intangible assets consisted of in-place leases, which aggregated to $48.6 million at the time of the acquisition and prior to amortization of such amounts. The estimated life of these in-place leases was 12 months. Additionally, as part of the transaction, the Company assumed 3 existing ground leases as lessee, 2 of which have been classified as finance leases and 1 of which has been classified as an operating lease (see note 13).

During the year ended December 31, 2020, the Company acquired 13 additional stores located in Florida (5), Maryland (1), Nevada (1), New Jersey (1), New York (1), Texas (3) and Virginia (1) for an aggregate purchase price of approximately $195.9 million. In connection with these transactions, which were accounted for as asset acquisitions, the Company allocated the purchase price and acquisition related costs to the tangible and intangible assets acquired based on fair value. Intangible assets consisted of in-place leases, which aggregated to $11.4 million at the time of the acquisitions and prior to amortization of such amounts. The estimated life of these in-place leases was 12 months and the amortization expense that was recognized during 2020 was approximately $2.1 million.

Additionally, on July 20, 2020, the Company acquired land underlying a wholly-owned store located in the Bronx, New York for $9.5 million. The land was previously subject to a ground lease in which the Company served as lessee. As a result of the transaction, which was accounted for as an asset acquisition, the Company was released from its obligations under the ground lease, and the right-of-use asset and lease liability totaling $5.1 million and $5.0 million, respectively, were removed from the Company’s consolidated balance sheets.

2020 Disposition

On December 22, 2020, the Company sold a self-storage property located in New York for a sales price of $12.8 million. The Company recorded a $6.7 million gain in connection with the sale.

Development Activity

As of December 31, 2020, the Company had invested in joint ventures to develop 6 self-storage properties located in Massachusetts (1), New York (2), Pennsylvania (1) and Virginia (2). Construction for all projects is expected to be completed by the second quarter of 2022 (see note 12). As of December 31, 2020, development costs incurred to date for these projects totaled $94.0 million. Total construction costs for these projects are expected to be $150.1 million. These costs are capitalized to construction in progress while the projects are under development and are reflected in Storage properties on the Company’s consolidated balance sheets.

The Company has completed the construction and opened for operation the following stores since January 1, 2018. The costs associated with the construction of these stores are capitalized to land, building and improvements, as well as equipment and are reflected in Storage properties on the Company’s consolidated balance sheets.


			CubeSmart
	Number of		Ownership	Total
Store Location	Stores	Date Opened	Interest	Construction Costs
				(in thousands)

Brooklyn, NY ⁽¹⁾	1	Q2 2020	100%	$	45,900
Waltham, MA ⁽²⁾	1	Q3 2019	100%		18,000
Queens, NY ⁽¹⁾	1	Q2 2019	100%		47,500
Bayonne, NJ ^{(1) (3)}	1	Q2 2019	100%		25,100
Bronx, NY ⁽¹⁾	1	Q3 2018	100%		92,100
	5			$	228,600

F-28

(1)

These stores were previously owned by 4 separate consolidated joint ventures, of which the Company held a 51% ownership interest in each. On February 15, 2019, the noncontrolling member in the venture that owned the Bronx, NY store put its 49% interest in the venture to the Company for $37.8 million. On June 25, 2019, the noncontrolling member in the venture that owned the Bayonne, NJ store put its 49% interest in the venture to the Company for $11.5 million. On September 17, 2019, the noncontrolling member in the venture that owned the Queens, NY store put its 49% interest in the venture to the Company for $15.2 million. On September 29, 2020, the noncontrolling member in the venture that owned the Brooklyn, NY store put its 49% interest in the venture to the Company for $10.0 million, of which $1.0 was paid in cash. The Company issued 276,497 OP Units that were valued at approximately $9.0 million as consideration for the remainder of the purchase price (see note 12). The cash payments related to these transactions are included in Development costs in the consolidated statements of cash flows.

(2)

On August 8, 2019, the Company, through a joint venture in which it owned a 90% interest and that it previously consolidated, completed the construction and opened for operation a store located in Waltham, MA. On September 6, 2019, the Company acquired the noncontrolling member’s 10% interest in the venture for $2.6 million. Prior to this transaction, the noncontrolling member’s interest was reported in Noncontrolling interests in subsidiaries on the consolidated balance sheets. Since the Company retained its controlling interest in the venture and the store is now wholly owned, this transaction was accounted for as an equity transaction. The carrying amount of the noncontrolling interest was reduced to 0 to reflect the purchase and the $2.0 million difference between the purchase price paid by the Company and the carrying amount of the noncontrolling interest was recorded as an adjustment to equity attributable to the Company, with 0 gain or loss recorded. In conjunction with the Company’s acquisition of the noncontrolling interest, the $10.5 million related party loan extended by the Company to the venture during the construction period was repaid in full.

(3)

This store is subject to a ground lease.

During the fourth quarter of 2015 and the third quarter of 2017, the Company, through 2 separate joint ventures in which it owned a 90% interest in each and that were previously consolidated, completed the construction and opened for operation a store located in Queens, NY and a store located in New York, NY, respectively. On June 25, 2019, the Company acquired the noncontrolling member’s 10% interest in the venture that owned the New York, NY store for $18.5 million, and on June 28, 2019, the Company acquired the noncontrolling member’s 10% interest in the venture that owned the Queens, NY store, for $9.0 million. Prior to these transactions, the noncontrolling member’s interest in each venture was reported in Noncontrolling interests in subsidiaries on the consolidated balance sheets. Since the Company retained its controlling interest in each venture and the stores are now wholly owned, these transactions were accounted for as equity transactions. In each case, the carrying amount of the noncontrolling interest was reduced to 0 to reflect the purchase and the difference between the purchase price paid by the Company and the carrying amount of the noncontrolling interest which aggregated to $22.6 million, was recorded as an adjustment to equity attributable to the Company, with 0 gain or loss recorded. The $12.4 million related party loan extended by the Company to the venture that owned the Queens, NY store was repaid in conjunction with the Company’s acquisition of the noncontrolling member’s ownership interest.

2019 Acquisitions

During the year ended December 31, 2019, the Company acquired 11 stores located in Arizona (1), California (1), Florida (5), Georgia (1), Maryland (1), South Carolina (1) and Texas (1) for an aggregate purchase price of approximately $118.3 million. In connection with these transactions, which were accounted for as asset acquisitions, the Company allocated the purchase price and acquisition related costs to the tangible and intangible assets acquired based on fair value. Intangible assets consisted of in-place leases, which aggregated to $6.2 million at the time of the acquisitions and prior to amortization of such amounts. The estimated life of these in-place leases was 12 months and the amortization expense that was recognized during the years ended December 31, 2020 and 2019 was approximately $4.3 million and $1.9 ~~million.~~million, respectively. In connection with one of the acquisitions, the Company paid $14.9 million of cash and issued OP Units that were valued at approximately $3.6 million as consideration for the purchase price (see note 12).

Additionally, on June 6, 2019, the Company acquired its partner’s 90% ownership interest in HVP III, an unconsolidated real estate venture in which the Company previously owned a 10% noncontrolling interest and that was accounted for under the equity method of accounting. As of the date of acquisition, HVP III owned 18 stores located in Georgia (1), Massachusetts (7), North Carolina (1), South Carolina (7) and Tennessee (2) (the “HVP III Assets”). The purchase price for the 90% ownership interest was $128.3 million, which was comprised of cash consideration of $120.0 million and $8.3 million of the Company’s escrowed proceeds from HVP III’s sale of 50 properties to an unaffiliated buyer on June 5, 2019 (see note 5). The HVP III Assets were recorded by the Company at $137.5 million, which consisted of the $128.3 million purchase price plus the Company’s $10.6 million carryover basis of its previously held equity interest in HVP III, offset by $1.4 million of acquired cash. As a result of the transaction, which was accounted for as an asset

F-29

acquisition, the HVP III Assets became wholly-owned by the Company and are now consolidated within its financial statements. ~~NaN~~No gain or loss was recognized as a result of the transaction. In connection with the transaction, the Company allocated the value of the HVP III Assets and acquisition related costs to the tangible and intangible assets acquired based on fair value. Intangible assets consisted of in-place leases, which aggregated to $14.3 million at the time of the acquisition and prior to amortization of such amounts. The estimated life of these in-place leases was 12 months and the amortization expense that was recognized during the years ended December 31, 2020 and 2019 was approximately $6.0 million and $8.3 ~~million.~~

The following table summarizes the Company’s revenue and earnings associated with the 2019 acquisitions from the respective acquisition dates, that are included in the consolidated statements of operations for the year ended December 31, 2019:

For the year ended
December 31, 2019

(in thousands)

Total revenue

$
11,130

Net loss

(6,020)

~~As of December 31, 2019, the Company had made aggregate deposits of $2.6~~ million, associated with 2 stores that were under contract to be acquired for an aggregate acquisition price of $57.5 million. The deposits are reflected in Other assets, net on the Company’s consolidated balance sheets.respectively.

2019 Disposition

On October 7, 2019, the Company sold a self-storage property located in Texas for a sales price of $4.1 million. The Company recorded a $1.5 million gain in connection with the sale.

~~Development Activity~~

As of December 31, 2019, the Company had invested in joint ventures to develop 5 self-storage properties located in Massachusetts (1), New York (2), Pennsylvania (1) and Virginia (1). Construction for all projects is expected to be completed by the second quarter of 2021 (see note 12). As of December 31, 2019, development costs incurred to date for these projects totaled $77.7 million. Total construction costs for these projects are expected to be $137.6 million. These costs are capitalized to construction in progress while the projects are under development and are reflected in Storage properties on the Company’s consolidated balance sheets.

The Company has completed the construction and opened for operation the following stores since January 1, 2017. The costs associated with the construction of these stores are capitalized to land, building and improvements, as well as equipment and are reflected in Storage properties on the Company’s consolidated balance sheets.

~~F-28~~

CubeSmart

Number of

Ownership

Total
Store Location

Stores

Date Opened

Interest

Construction Costs

(in thousands)

Waltham, MA ⁽¹⁾

1

Q3 2019

100%

$
18,000
Queens, NY ⁽²⁾

1

Q2 2019

100%

47,500
Bayonne, NJ ^{(2) (3)}

1

Q2 2019

100%

25,100
Bronx, NY ⁽²⁾

1

Q3 2018

100%

92,100
Brooklyn, NY ⁽²⁾

1

Q4 2017

100%

49,300
Washington, D.C.

1

Q3 2017

100%

27,800
New York, NY ⁽¹⁾

1

Q3 2017

100%

81,200
North Palm Beach, FL

1

Q1 2017

100%

9,700

8

$
350,700

~~(1)~~

On September 18, 2017 and August 8, 2019, the Company, through 2 separate joint ventures in which the Company owned a 90% interest in each and that were previously consolidated, completed the construction and opened for operation a store located in New York, NY and a store located in Waltham, MA, respectively. On June 25, 2019, the Company acquired the noncontrolling member’s 10% interest in the venture that owned the New York, NY store for $18.5 million, and on September 6, 2019, the Company acquired the noncontrolling member’s 10% interest in the venture that owned the Waltham, MA store for $2.6 million. Prior to these transactions, the noncontrolling member’s interest in each venture was reported in Noncontrolling interests in subsidiaries on the consolidated balance sheets. Since the Company retained its controlling interest in each venture and the stores are now wholly owned, these transactions were accounted for as equity transactions. The carrying amount of the noncontrolling interest was reduced to 0 to reflect the purchase and the difference between the purchase price paid by the Company and the carrying amount of the noncontrolling interest, which aggregated to $16.1 million, was recorded as an adjustment to equity attributable to the Company, with 0 gain or loss recorded. In conjunction with the Company’s acquisition of the noncontrolling interest in the venture that owns the Waltham, MA store, the $10.5 million related party loan extended by the Company to the venture during the construction period was repaid in full.

~~(2)~~

These stores were previously owned by 4 separate consolidated joint ventures, in which the Company held a 51% ownership interest in each. On March 28, 2018, the noncontrolling member in the venture that owned the Brooklyn, NY store put its 49% interest in the venture to the Company for $20.4 million. On February 15, 2019, the noncontrolling member in the venture that owned the Bronx, NY store put its 49% interest in the venture to the Company for $37.8 million. On June 25, 2019, the noncontrolling member in the venture that owned the Bayonne, NJ store put its 49% interest in the venture to the Company for $11.5 million. On September 17, 2019, the noncontrolling member in the venture that owned the Queens, NY store put its 49% interest in the venture to the Company for $15.2 million. These amounts are included in Development costs in the consolidated statements of cash flows.

~~(3)~~

~~This store is subject to a ground lease.~~

During the fourth quarter of 2015, the Company, through 2 separate joint ventures in which the Company owned a 90% interest in each and that were previously consolidated, completed the construction and opened for operation a store located in Brooklyn, NY and a store located in Queens, NY. On June 2, 2017, the Company acquired the noncontrolling member’s 10% interest in the venture that owed the Brooklyn, NY store, and on ~~June 28, 2019~~, the Company acquired the noncontrolling member’s 10% interest in the venture that owned the Queens, NY store, each for $9.0 million. Prior to these transactions, the noncontrolling member’s interest in each venture was reported in Noncontrolling interests in subsidiaries on the consolidated balance sheets. Since the Company retained its controlling interest in each venture and the stores are now wholly owned, these transactions were accounted for as equity transactions. The carrying amount of the noncontrolling interest was reduced to 0 to reflect the purchase and the difference between the purchase price paid by the Company and the carrying amount of the noncontrolling interest which aggregated to $17.1 million, was recorded as an adjustment to equity attributable to the Company, with 0 gain or loss recorded. In conjunction with the Company’s acquisition of the noncontrolling interest in each venture, the $9.8 million and $12.4 million related party loans extended by the Company to the ventures during the construction period for the Brooklyn, NY store and the Queens, NY store, respectively, were repaid in full.

~~F-29~~

2018 Acquisitions

During the year ended December 31, 2018, the Company acquired 10 stores located ~~throughout~~in California (2), Illinois (1), Nevada (1), New York (1), North Carolina (1), Texas (3) and the ~~United States,~~District of Columbia (1), including 1 store upon completion of construction and the issuance of a certificate of occupancy, for an aggregate purchase price of approximately $227.5 million. In connection with these transactions, which were accounted for as asset acquisitions, the Company allocated a portion of the purchase price and acquisition related costs to the tangible and intangible assets acquired based on fair value. Intangible assets consist of in-place leases, which aggregated $11.3 million at the time of the acquisitions and prior to any amortization of such amounts. The estimated life of these in-place leases was 12 months, and the amortization expense that was recognized during the years ended December 31, 2019 and 2018 was approximately $8.2 million and $3.1 million, respectively. In connection with 1 of the acquired stores, the Company assumed a $7.2 million mortgage loan that was immediately repaid by the Company. The remainder of the purchase price was funded with $0.2 million of cash and $4.8 million through the issuance of 168,011 OP Units (see note 12). ~~Following a~~ ~~13-month~~ lock-up period, the holder may tender the OP Units for redemption by the Operating Partnership for a cash amount per OP Unit equal to the market value of an equivalent number of common shares of the Company. The Company has the right, but not the obligation, to assume and satisfy the redemption obligation of the Operating Partnership by issuing 1 common share in exchange for each OP Unit tendered for redemption.

2018 Dispositions

On November 28, 2018, the Company sold 2 stores in Arizona for an aggregate sales price of approximately $17.5 million. In connection with these sales, the Company recorded gains that totaled approximately $10.6 million.

~~2017 Acquisitions~~

During the year ended December 31, 2017, the Company acquired 6 stores located throughout the United States, including 2 stores upon completion of construction and the issuance of a certificate of occupancy, for an aggregate purchase price of approximately $69.5 million. In connection with these acquisitions, which were accounted for as business combinations prior to the adoption of ASU No. 2017-01, the Company allocated a portion of the purchase price to the tangible and intangible assets acquired based on fair value. Intangible assets consist of in-place leases, which aggregated $3.2 million at the time of the acquisitions and prior to any amortization of such amounts. The estimated life of these in-place leases was 12 months, and the amortization expense that was recognized during the years ended December 31, 2018 and 2017 was approximately $1.7 and $1.5 million, respectively. In connection with 1 of the acquired stores, the Company assumed mortgage debt that was recorded at a fair value of $6.2 million, which fair value includes an outstanding principal balance totaling $5.9 million and a net premium of $0.3 million to reflect the estimated fair value of the debt at the time of assumption. As part of the acquisition of that same store, the Company issued OP Units that were valued at approximately $12.3 million as consideration for the remainder of the purchase price (see note 12).

During the year ended December 31, 2017, the Company also acquired a store in Illinois upon completion of construction and the issuance of a certificate of occupancy for $11.2 million. The purchase price was satisfied with $9.7 million of cash and 58,400 newly created Class C OP Units. Each Class C OP Unit had a stated value of $25 and an annual distribution rate of 3% of the stated value. On July 23, 2018, all of the Class C OP Units were exchanged for an aggregate of 46,322 common units of the Operating Partnership. Because the Class C OP Units represented an unconditional obligation that the Company settled by issuing a variable number of its common shares with a monetary value that was known at inception, the Class C OP Units were classified as a liability in Accounts payable, accrued expenses and other liabilities on the Company’s consolidated balance sheets prior to redemption.

~~F-30~~

5. INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES

The Company’s investments in real estate ventures, in which it holds a common ownership interest, are summarized as follows ~~(in~~(dollars in thousands):


	CubeSmart	Number of Stores as of:		Carrying Value of Investment as of:				CubeSmart	Number of Stores as of		Carrying Value of Investment as of
	Ownership	December 31,		December 31,				Ownership	December 31,		December 31,
Unconsolidated Real Estate Ventures	Interest	2019	2018	2019		2018		Interest	2020	2019	2020		2019
191 IV CUBE LLC ("HVP IV") ⁽¹⁾	20%	21	13	$	23,112	$	14,791
CUBE HHF Northeast Venture LLC ("HHFNE") ⁽²⁾	10%	13	13		1,998		2,411
191 III CUBE LLC ("HVP III") ⁽³⁾	10%	—	68		—		9,183
191 IV CUBE Southeast LLC ("HVPSE") ⁽¹⁾								10%	14	—	$	5,015	$	—
191 IV CUBE LLC ("HVP IV") ⁽²⁾								20%	21	21		21,760		23,112
CUBE HHF Northeast Venture LLC ("HHFNE") ⁽³⁾								10%	13	13		1,628		1,998
CUBE HHF Limited Partnership ("HHF") ⁽⁴⁾	50%	35	35		66,007		69,411	50%	35	35		63,668		66,007
		69	129	$	91,117	$	95,796		83	69	$	92,071	$	91,117

(1)

On March 19, 2020, the Company invested a 10% ownership interest in a newly-formed real estate venture that acquired 14 self-storage properties located in Florida (2), Georgia (8) and South Carolina (4). HVPSE paid $135.3 million for these stores, of which $7.7 million was allocated to the value of the in-place lease intangible. The acquisition was funded primarily through the venture’s $81.6 million secured term loan. The remainder of the purchase price was contributed pro-rata by the Company and its unaffiliated joint venture partner. The Company’s total contribution to HVPSE related to this portfolio acquisition was $5.6 million. The secured loan bears interest at LIBOR plus 1.60% and matures on March 19, 2023 with options to extend the maturity date through March 19, 2025, subject to satisfaction of certain conditions and payment of the extension fees as stipulated in the loan agreement.

(2)

The stores owned by HVP IV are located in Arizona (2), Connecticut (2), Florida (4), Georgia (2), Maryland (1), Minnesota (1) Pennsylvania (1) and Texas (8). The Company’s total contribution to HVP IV in connection with these store acquisitions was $26.3 million. As of December 31, ~~2019,~~2020, HVP IV had $82.2 million outstanding on its $107.0 million loan facility, which bears interest at LIBOR plus 1.70% per annum, and matures on May 16, 2021 with options to extend the maturity date through May 16, 2023, subject to satisfaction of certain conditions and payment of the extension fees as stipulated in the loan agreement. As of

F-30

December 31, ~~2019,~~2020, HVP IV also had $55.5 million outstanding under a separate secured loan that bears interest at LIBOR plus 2.75% per annum, and matures on June 9, 2022 with options to extend the maturity date through June 9, 2024, subject to satisfaction of certain conditions and payment of the extension fees as stipulated in the loan agreement.

~~(2)~~(3)

The stores owned by HHFNE are located in Connecticut (3), Massachusetts (6), Rhode Island (2) and Vermont (2). The Company’s total contribution to HHFNE in connection with these store acquisitions was $3.8 million. As of December 31, ~~2019,~~2020, HHFNE had an outstanding $45.0 million secured loan facility, which bears interest at LIBOR plus 1.20% per annum and matures on December 16, 2024.

~~(3)~~

On June 5, 2019, HVP III sold 50 stores located in Florida (3), Georgia (4), Michigan (17), North Carolina (3), South Carolina (15) and Tennessee (8), to an unaffiliated third party buyer for an aggregate sales price of $293.5 million. As of the transaction date, HVP III had 5 mortgage loans with an aggregate outstanding balance of $22.9 million, as well as $179.5 million outstanding on its $185.5 million loan facility, all of which were defeased or repaid in full at the time of the sale. Net proceeds to the venture from the transaction totaled $82.9 million. The venture recorded gains which aggregated to approximately $106.7 million in connection with the sale. Subsequent to the sale, the Company acquired its partner’s 90% ownership interest in HVP III, which at the time of the acquisition owned the remaining 18 storage properties (see note 4).

(4)

The stores owned by HHF are located in North Carolina (1) and Texas (34). As of December 31, ~~2019,~~2020, HHF had an outstanding $100.0 million secured loan, which bears interest at 3.59% per annum and matures on April 30, 2021. On January 21, 2021, HHF entered into a new $105.0 million secured loan, which bears interest at 2.58% per annum and matures on February 5, 2028. HHF used the proceeds from the new loan to repay its existing outstanding $100.0 million loan in full.

On June 5, 2019, HVP III sold 50 stores located in Florida (3), Georgia (4), Michigan (17), North Carolina (3), South Carolina (15) and Tennessee (8), to an unaffiliated third-party buyer for an aggregate sales price of $293.5 million. As of the transaction date, HVP III had 5 mortgage loans with an aggregate outstanding balance of $22.9 million, as well as $179.5 million outstanding on its $185.5 million loan facility, all of which were defeased or repaid in full at the time of the sale. Net proceeds to the venture from the transaction totaled $82.9 million. The venture recorded gains which aggregated to approximately $106.7 million in connection with the sale. Subsequent to the sale, the Company acquired its partner’s 90% ownership interest in HVP III, which at the time of the acquisition, owned the remaining 18 storage properties (see note 4).

Based upon the facts and circumstances at formation of HVPSE, HVP IV, HHFNE, ~~HVP III~~ and HHF (the “Ventures”), the Company determined that the Ventures are not VIEs in accordance with the accounting standard for the consolidation of VIEs. As a result, the Company used the voting interest model under the accounting standard for consolidation in order to determine whether to consolidate the Ventures. Based upon each member's substantive participating rights over the activities of each entity as stipulated in the operating agreements, the Ventures are not consolidated by the Company and are accounted for under the equity method of accounting (except for HVP III, which was consolidated as of June 6, 2019). The Company’s investments in the Ventures are included in Investment in real estate ventures, at equity on the Company’s consolidated balance sheets and the Company’s earnings from its investments in the Ventures are presented in Equity in earnings (losses) of real estate ventures on the Company’s consolidated statements of operations.

~~F-31~~

The amounts reflected in the following table are based on the historical financial information of the Ventures. The following is a summary of the financial position of the Ventures as of December 31, ~~2019~~2020 and ~~2018:~~2019:

December 31,

2019 ⁽¹⁾

2018
Assets

(in thousands)
Storage properties, net

$
552,791

$
741,209
Other assets

11,997

16,042
Total assets

$
564,788

$
757,251

Liabilities and equity

Other liabilities

$
10,064

$
7,911
Debt

280,392

413,848
Equity

CubeSmart

91,117

95,796
Joint venture partners

183,215

239,696
Total liabilities and equity

$
564,788

$
757,251

~~(1) Excludes HVP III as it was consolidated by the Company on June 6, 2019.~~


	December 31,
	2020		2019 ⁽¹⁾

Assets	(in thousands)
Storage properties, net	$	662,833	$	552,791
Other assets		18,112		11,997
Total assets	$	680,945	$	564,788

Liabilities and equity
Other liabilities	$	11,588	$	10,064
Debt		359,985		280,392
Equity
CubeSmart		92,071		91,117
Joint venture partners		217,301		183,215
Total liabilities and equity	$	680,945	$	564,788

(1)

Excludes HVPSE as it acquired its initial assets on March 19, 2020.

F-31

The following is a summary of results of operations of the Ventures for the years ended December 31, 2020, 2019 ~~2018~~ and ~~2017:~~2018:


	For the year ended December 31,						For the year ended December 31,
	2019		2018		2017		2020		2019		2018

	(in thousands)						(in thousands)
Total revenues	$	72,582	$	90,111	$	81,058	$	67,239	$	72,582	$	90,111
Operating expenses		(32,134)		(37,899)		(33,922)		(30,755)		(32,134)		(37,899)
Other expenses		(3,227)		(938)		(783)		(430)		(3,227)		(938)
Interest expense, net		(14,927)		(13,311)		(11,703)		(11,585)		(14,927)		(13,311)
Depreciation and amortization		(30,107)		(41,972)		(45,086)		(33,086)		(30,107)		(41,972)
Gains from sale of real estate, net		106,667		—		—		—		106,667		—
Net income (loss)	$	98,854	$	(4,009)	$	(10,436)
Net (loss) income							$	(8,617)	$	98,854	$	(4,009)
Company’s share of net income (loss)	$	11,122	$	(865)	$	(1,386)	$	178	$	11,122	$	(865)

The results of operations above include the periods from January 1, ~~2017~~2018 through June 6, 2019 (date of consolidation) for HVP III and ~~November 1, 2017~~March 19, 2020 (date of initial store acquisition) through December 31, ~~2019~~2020 for ~~HVP IV.~~HVPSE.

6. UNSECURED SENIOR NOTES

The Company’s unsecured senior notes are summarized as follows (collectively referred to as the “Senior Notes”):

December 31,

Effective

Issuance

Maturity

Unsecured Senior Notes

2019

2018

Interest Rate

Date

Date

(in thousands)

$250M 4.800% Guaranteed Notes due 2022

$
250,000

$
250,000

4.82
%

Jun-12

Jul-22

$300M 4.375% Guaranteed Notes due 2023 ⁽¹⁾

300,000

300,000

4.33
%

Various ⁽¹⁾

Dec-23

$300M 4.000% Guaranteed Notes due 2025 ⁽²⁾

300,000

300,000

3.99
%

Various ⁽²⁾

Nov-25

$300M 3.125% Guaranteed Notes due 2026

300,000

300,000

3.18
%

Aug-16

Sep-26

$350M 4.375% Guaranteed Notes due 2029

350,000

—

4.46
%

Jan-19

Feb-29

$350M 3.000% Guaranteed Notes due 2030

350,000

—

3.04
%

Oct-19

Feb-30

Principal balance outstanding

1,850,000

1,150,000

Less: Discount on issuance of unsecured senior notes, net

(3,860)

(568)

Less: Loan procurement costs, net

(10,415)

(5,908)

Total unsecured senior notes, net

$
1,835,725

$
1,143,524

~~F-32~~


	December 31,				Effective		Issuance	Maturity
Unsecured Senior Notes	2020		2019		Interest Rate		Date	Date

	(in thousands)
$250M 4.800% Guaranteed Notes due 2022 ⁽¹⁾	$	—	$	250,000	4.82	%	Jun-12	Jul-22
$300M 4.375% Guaranteed Notes due 2023 ⁽²⁾		300,000		300,000	4.33	%	Various ⁽²⁾	Dec-23
$300M 4.000% Guaranteed Notes due 2025 ⁽³⁾		300,000		300,000	3.99	%	Various ⁽³⁾	Nov-25
$300M 3.125% Guaranteed Notes due 2026		300,000		300,000	3.18	%	Aug-16	Sep-26
$350M 4.375% Guaranteed Notes due 2029		350,000		350,000	4.46	%	Jan-19	Feb-29
$350M 3.000% Guaranteed Notes due 2030		350,000		350,000	3.04	%	Oct-19	Feb-30
$450M 2.000% Guaranteed Notes due 2031		450,000		—	2.10	%	Oct-20	Feb-31
Principal balance outstanding		2,050,000		1,850,000
Less: Discount on issuance of unsecured senior notes, net		(7,470)		(3,860)
Less: Loan procurement costs, net		(12,158)		(10,415)
Total unsecured senior notes, net	$	2,030,372	$	1,835,725

(1)

On October 30, 2020, the Operating Partnership redeemed, in full, its $250.0 million of outstanding 4.800% senior notes due 2022 (the “2022 Notes”), with proceeds from its $450.0 million of 2.000% senior notes due 2031 issued on October 6, 2020. In connection with the redemption of the 2022 Notes, the Operating Partnership recognized a loss on early debt extinguishment of $18.0 million, of which $17.6 million represents a prepayment premium and $0.4 represents the write-off of unamortized loan procurement costs.

(2)

~~(2)~~(3)

F-32

secured debt leverage ratio not to exceed 40% after giving effect to the incurrence of the debt. The indenture also contains other financial and customary covenants, including a covenant not to own unencumbered assets with a value less than 150% of the unsecured indebtedness of the Operating Partnership and its consolidated subsidiaries. As of and for the year ended December 31, ~~2019,~~2020, the Operating Partnership was in compliance with all of the financial covenants under the Senior Notes.

7. REVOLVING CREDIT FACILITY AND UNSECURED TERM LOANS

On December 9, 2011, the Company entered into a credit agreement (the “Credit Facility”), which was subsequently amended on April 5, 2012, June 18, 2013 and April 22, 2015 to provide for, among other things, a $500.0 million unsecured revolving facility with a maturity date of April 22, 2020. On June 19, 2019, the Company amended and restated, in its entirety, the Credit Facility (the “Amended and Restated Credit Facility”) which, subsequent to the amendment and restatement, is comprised of a $750.0 million unsecured revolving credit facility (the “Revolver”) maturing on June 19, 2024. Under the Amended and Restated Credit Facility, pricing on the Revolver is dependent upon the Company’s unsecured debt credit ratings. At the Company’s current Baa2/BBB level, amounts drawn under the Revolver are priced at 1.10% over LIBOR, inclusive of a facility fee of 0.15%. The Company incurred costs of $3.9 million in 2019 in connection with amending and restating the Credit Facility and capitalized such costs as a component of Loan procurement costs, net of amortization on the consolidated balance sheets.

On January 31, 2019, the Company used a portion of the net proceeds from the issuance of $350.0 million of 4.375% Senior Notes due 2029 (the “2029 Notes”) to repay all of the outstanding indebtedness under the $200.0 million unsecured term loan portion of the Credit Facility.

~~The Company’s unsecured term loans under the Credit Facility and Term Loan Facility are summarized below:~~

~~(1)~~

On January 31, 2019, the Company used a portion of the net proceeds from the issuance of $350.0 million of 4.375% Senior Notes due 2029 (the “2029 Notes”) to repay all of the outstanding indebtedness under the unsecured term loan portion of the Credit Facility.

~~F-33~~

~~(2)~~

On June 19, 2019, the Company used an initial advance at closing of the Amended and Restated Credit Facility to repay all of the outstanding indebtedness under the unsecured term loan portion of the Term Loan Facility that was scheduled to mature in January 2020. Unamortized loan procurement costs of $0.1 million were written off in conjunction with the repayment.

Under the Amended and Restated Credit Facility, the Company’s ability to borrow under the Revolver is subject to ongoing compliance with certain financial covenants which include, among other things, (1) a maximum total indebtedness to total asset value of 60.0%, and (2) a minimum fixed charge coverage ratio of 1.5:1.0. As of and for the year ended December 31, ~~2019,~~2020, the Operating Partnership was in compliance with all of its financial covenants.

On June 20, 2011, the Company entered into an unsecured term loan agreement (the “Term Loan Facility”), which was subsequently amended on June 18, 2013 and August 5, 2014, consisting of, among other things, a $100.0 million unsecured term loan that was scheduled to mature in January 2020. On June 19, 2019, the Company used an initial advance at closing of the Amended and Restated Credit Facility to repay all of the outstanding indebtedness under the unsecured term loan portion of the Term Loan Facility. Unamortized loan procurement costs of $0.1 million were written off in conjunction with the repayment.

F-33

8. MORTGAGE LOANS AND NOTES PAYABLE

The Company’s mortgage loans and notes payable are summarized as follows:


	Carrying Value as of:							Carrying Value as of
	December 31,				Effective		Maturity	December 31,				Effective		Maturity
Mortgage Loans and Notes Payable	2019		2018		Interest Rate		Date	2020		2019		Interest Rate		Date

	(in thousands)							(in thousands)
YSI 33 ⁽¹⁾	$	—	$	9,214	6.42	%	Jul-19
YSI 26		7,805		8,022	4.56	%	Nov-20
YSI 57		2,740		2,816	4.61	%	Nov-20
YSI 55		21,547		22,041	4.85	%	Jun-21
YSI 24		24,042		24,893	4.64	%	Jun-21
YSI 65		2,313		2,363	3.85	%	Jun-23
YSI 66		30,588		31,171	3.51	%	Jun-23
YSI 68		5,459		5,626	3.78	%	May-24
Bronx VII, NY ⁽¹⁾								$	—	$	7,805	4.56	%	Nov-20
Bronx VIII, NY ⁽¹⁾									—		2,740	4.61	%	Nov-20
Bronx IX, NY									21,030		21,547	4.85	%	Jun-21
Bronx X, NY									23,148		24,042	4.64	%	Jun-21
Nashville V, TN									2,261		2,313	3.85	%	Jun-23
New York, NY									29,981		30,588	3.51	%	Jun-23
Annapolis I, MD									5,283		5,459	3.78	%	May-24
Brooklyn XV, NY									15,713		—	2.15	%	May-24
Long Island City IV, NY									12,852		—	2.15	%	May-24
Long Island City II, NY									19,094		—	2.25	%	Jul-26
Long Island City III, NY									19,106		—	2.25	%	Aug-26
Flushing II, NY									54,300		—	2.15	%	Jul-29
Principal balance outstanding		94,494		106,146					202,768		94,494
Plus: Unamortized fair value adjustment		1,833		2,551					15,879		1,833
Less: Loan procurement costs, net		(287)		(451)					(2,143)		(287)
Total mortgage loans and notes payable, net	$	96,040	$	108,246				$	216,504	$	96,040

(1)

~~YSI 33 was~~These mortgage loans were repaid in full on ~~July 1, 2019.~~November 2, 2020.

As of December 31, ~~2019~~2020 and ~~2018,~~2019, the Company’s mortgage loans and notes payable were secured by certain of its self-storage properties with net book values of approximately ~~$206.3~~$539.2 million and ~~$231.0~~$206.3 million, respectively. The following table represents the future principal payment requirements on the outstanding mortgage loans and notes payable as of December 31, ~~2019~~2020 (in thousands):


2020	$	12,791
2021		45,057	$	46,383
2022		923		2,426
2023		31,019		32,591
2024		4,704		32,329
2025 and thereafter		—
2025				979
2026 and thereafter				88,060
Total mortgage payments		94,494		202,768
Plus: Unamortized fair value adjustment		1,833		15,879
Less: Loan procurement costs, net		(287)		(2,143)
Total mortgage loans and notes payable, net	$	96,040	$	216,504

F-34

9. ACCUMULATED OTHER COMPREHENSIVE ~~INCOME (LOSS)~~LOSS

Accumulated other comprehensive loss represents unrealized losses on interest rate swaps (see note 10 for details). The following table summarizes the changes in accumulated other comprehensive ~~income (loss) by component~~loss for the ~~year~~years ended December 31, ~~2019:~~2020 and 2019.

Unrealized Gains (Losses)

on Interest Rate Swaps

(in thousands)

Other comprehensive gain before reclassifications

$
230

Amounts reclassified from accumulated other comprehensive loss

70
⁽¹⁾
Net current-period other comprehensive income

300

Balance at December 31, 2018

(1,029)

Balance at December 31, 2019

$
(729)


	December 31,
	2020		2019

		(in thousands)
Beginning balance	$	(737)	$	(1,039)
Unrealized gains on interest rate swaps		-		232
Reclassification of realized losses on interest rate swaps ⁽¹⁾		81		70
Ending balance		(656)		(737)
Less: portion included in noncontrolling interests in the Operating Partnership		24		8
Total accumulated other comprehensive loss included in equity	$	(632)	$	(729)

(1)

See note 10 for additional information about the effects of the amounts reclassified.

10. RISK MANAGEMENT AND USE OF FINANCIAL INSTRUMENTS

The Company’s use of derivative instruments is limited to the utilization of interest rate swap agreements or other instruments to manage interest rate risk exposures and not for speculative purposes. The principal objective of such arrangements is to minimize the risks and/or costs associated with the Company’s operating and financial structure, as well as to hedge specific transactions. The counterparties to these arrangements are major financial institutions with which the Company and its subsidiaries may also have other financial relationships. The Company is potentially exposed to credit loss in the event of non-performance by these counterparties. However, because of the high credit ratings of the counterparties, the Company does not anticipate that any of the counterparties will fail to meet these obligations as they come due. The Company does not hedge credit or property value market risks.

~~During~~The Company formally assesses, both at inception of a hedge and on an on-going basis, whether each derivative is highly-effective in offsetting changes in cash flows of the hedged item. If management determines that the derivative is highly-effective as a hedge, then the Company accounts for the derivative using hedge accounting, pursuant to which gains or losses inherent in the derivative do not impact the Company’s results of operations. If management determines that the derivative is not highly-effective as a hedge or if a derivative ceases to be a highly-effective hedge, the Company discontinues hedge accounting prospectively and reflects in its consolidated statement of operations realized and unrealized gains and losses with respect to the derivative. As of December 31, 2020 and 2019, all derivative instruments entered into by the Company had been settled.

On December 24, 2018, the Company entered into interest rate swap agreements with notional amounts that aggregated to $150.0 million (the “Interest Rate Swaps”) to protect the Company against adverse fluctuations in interest rates by reducing exposure to variability in cash flows relating to interest payments on a forecasted issuance of long-term debt. The Interest Rate Swaps qualified and were designated as cash flow ~~hedges designed to reduce~~hedges. Accordingly, the ~~impact of interest rate changes on a forecasted issuance of long-term debt. Therefore, the interest rate swaps~~Interest Rate Swaps were recorded on the consolidated balance ~~sheets~~sheet at fair value and the related gains or losses were deferred in shareholders’ equity as accumulated other comprehensive income or loss. These deferred gains and losses ~~are~~were amortized into interest expense during the period or periods in which the related interest payments ~~affect~~affected earnings.

~~The Company formally assessed, both at inception~~ On January 24, 2019, in conjunction with the issuance of the hedge and on an on-going basis, whether each derivative was highly-effective in offsetting changes in cash flows of the hedged item. If management determined that the derivative was highly-effective as a hedge, then2029 Notes, the Company ~~accounted for~~settled the derivative using hedge accounting, pursuant to which gains or losses inherent in the derivative did not impact the Company’s results of operations. If management determined that the derivative was not highly-effective as a hedge or if a derivative ceased to be a highly-effective hedge, the Company discontinued hedge accounting prospectively and reflected in its statement of operations realized and unrealized gains and losses with respect to the derivative.

~~The following table summarizes the terms and fair values of the Company’s derivative financial instruments as of December 31, 2019 and 2018 (in thousands):~~

Hedge

Hedge

Notional Amount

Effective

Fair Value

Product

Type

December 31, 2019

December 31, 2018

Strike

Date

Maturity

December 31, 2019

December 31, 2018

Swap

Cash flow ⁽¹⁾

$
—

$
75,000

2.8015
%

6/28/2019

6/28/2029

$
—

$
(516)

Swap

Cash flow ⁽¹⁾

—

50,000

2.8030
%

6/28/2019

6/28/2029

—

(350)

Swap

Cash flow ⁽¹⁾

—

25,000

2.8020
%

6/28/2019

6/28/2029

—

(173)

$
—

$
150,000

$
—

$
(1,039)

~~(1)~~

These interest rate swaps were entered into on December 24, 2018 to protect the Company against adverse fluctuations in interest rates by reducing exposure to variability in cash flows relating to interest payments on a forecasted issuance of long-term debt. On January 24, 2019, in conjunction with the issuance of the 2029 Notes, the Company settled these interest rate swapsInterest Rate Swaps for $0.8 million. The $0.8 million termination premium will be reclassified from accumulated other comprehensive loss as an increase to interest expense over the life of the 2029 Notes, which mature on February 15, 2029.

The Company measured its derivative instruments at fair value and recorded them in the balance sheet as a liability. As of December 31, 2019, all derivative instruments had been settled. As of December 31, 2018, all derivative instruments were included in Accounts payable,

~~F-35~~

accrued expenses and other liabilities on the accompanying consolidated balance sheets. The effective portions of changes in the fair value of the derivatives are reported in accumulated other comprehensive loss. Amounts reported in accumulated other comprehensive loss related to derivatives are reclassified to interest expense as interest payments are made on the Company’s 2029 Notes. The change in unrealized losses on interest rate swaps reflects a reclassification of ~~$0.1~~$0.1 million of unrealized losses from accumulated other comprehensive loss as an increase to interest expense during ~~2019.~~2020. The Company estimates that $0.1 million will be reclassified as an increase to interest expense in ~~2020.~~2021.

11. FAIR VALUE MEASUREMENTS

The Company applies the methods of determining fair value, as described in authoritative guidance, to value its financial assets and liabilities. As defined in the guidance, fair value is based on the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, the guidance establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below:

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

F-35

Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.

Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs, to the extent possible, as well as considering counterparty credit risk in its assessment of fair value.

There were 0 financial assets or~~liabilities~~ ~~carried at fair value as of December 31, 2019. Financial assets and~~ liabilities carried at fair value as of December 31, ~~2018 are classified in the table below in one of the three categories described above (dollars in thousands):~~

Level 1

Level 2

Level 3

(in thousands)

Interest rate swap derivative liabilities

$
—

$
1,039

$
—

Total liabilities at fair value

$
—

$
1,039

$
—

~~Financial assets~~2020 and liabilities carried at fair value were classified as Level 2 inputs. For financial liabilities that utilize Level 2 inputs, the Company utilizes both direct and indirect observable price quotes, including LIBOR yield curves, bank price quotes for forward starting swaps, NYMEX futures pricing and common stock price quotes. Below is a summary of valuation techniques for Level 2 financial liabilities:2019.

●

Interest rate swap derivative assets and liabilities — valued using LIBOR yield curves at the reporting date. Counterparties to these contracts are most often highly rated financial institutions, NaN of which experienced any significant downgrades that would reduce the amount owed by the Company. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with the Company’s derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and the counterparties. However, as of the reporting dates, the Company has assessed the significance of the effect of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

The fair values of financial instruments, including cash and cash equivalents, restricted cash, accounts receivable and accounts payable approximate their respective carrying values as of December 31, ~~2019~~2020 and ~~2018.~~2019. The aggregate carrying value of the Company’s debt was ~~$1,931.8~~$2,364.7 million and ~~$1,747.1~~$1,931.8 million as of December 31, ~~2019~~2020 and ~~2018,~~2019, respectively. The estimated fair value of the Company’s debt was ~~$2,037.6~~$2,571.3 million and ~~$1,731.9~~$2,037.6 million as of December 31, 2020 and 2019, ~~and 2018,~~ respectively. ~~These~~The fair value of debt estimates were based on a discounted cash flow analysis assuming market interest rates for comparable obligations as of December 31, ~~2019~~2020 and ~~2018.~~2019. The Company estimates the fair value of its fixed-rate debt and the credit spreads over variable market rates on its variable-rate debt by discounting the future cash flows of each instrument at estimated market rates or credit spreads consistent with the maturity of the debt obligation with similar credit

~~F-36~~

policies, which is classified within level 2 of the fair value hierarchy. Rates and credit spreads take into consideration general market conditions and maturity.

12. NONCONTROLLING INTERESTS

Interests in Consolidated Joint Ventures

Noncontrolling interests in subsidiaries represent the ownership interests of third parties in the Company’s consolidated joint ventures. The Company has determined that these ventures are variable interest entities, and that the Company is the primary beneficiary. Accordingly, the Company consolidates the assets, liabilities and results of operations of the joint ventures in the table below:


			Date Opened /	CubeSmart							Date Opened /	CubeSmart
	Number		Estimated	Ownership	December 31, 2019				Number		Estimated	Ownership	December 31, 2020
Consolidated Joint Ventures	of Stores	Location	Opening	Interest	Total Assets		Total Liabilities		of Stores	Location	Opening	Interest	Total Assets		Total Liabilities

					(in thousands)								(in thousands)
CS Valley Forge Village Storage, LLC ("VFV") ⁽¹⁾	1	King of Prussia, PA	Q2 2021 (est.)	70%	$	4,279	$	856
Shirlington Rd II, LLC ("SH2") ⁽²⁾	1	Arlington, VA	Q1 2021 (est.)	90%		8,965		339
CS 2087 Hempstead Tpk, LLC ("Hempstead") ⁽³⁾	1	East Meadow, NY	Q4 2020 (est.)	51%		12,538		3,289
CS SDP Newtonville, LLC ("Newton") ⁽¹⁾	1	Newton, MA	Q3 2020 (est.)	90%		10,351		3,827
CS 1158 McDonald Ave, LLC ("McDonald Ave") ⁽³⁾	1	Brooklyn, NY	Q1 2020 (est.)	51%		41,995		10,713
Shirlington Rd, LLC ("SH1") ⁽²⁾	1	Arlington, VA	Q2 2015	90%		14,905		162
CS Vienna, LLC ("Vienna") ⁽¹⁾									1	Vienna, VA	Q2 2022 (est.)	72%	$	16,424	$	4,981
CS 750 W Merrick Rd, LLC ("Merrick") ⁽²⁾									1	Valley Stream, NY	Q1 2022 (est.)	51%		12,090		5,269
CS Valley Forge Village Storage, LLC ("VFV") ⁽³⁾									1	King of Prussia, PA	Q2 2021 (est.)	70%		18,129		9,806
Shirlington Rd II, LLC ("SH2") ⁽⁴⁾									1	Arlington, VA	Q1 2021 (est.)	90%		18,821		1,046
CS 2087 Hempstead Tpk, LLC ("Hempstead") ⁽²⁾									1	East Meadow, NY	Q1 2021 (est.)	51%		22,079		7,576
CS SDP Newtonville, LLC ("Newton") ⁽³⁾									1	Newton, MA	Q1 2021 (est.)	90%		17,808		11,289
Shirlington Rd, LLC ("SH1") ⁽⁴⁾									1	Arlington, VA	Q2 2015	90%		14,511		171
	6				$	93,033	$	19,186	7				$	119,862	$	40,138

(1)

On December 23, 2020, the Company and the noncontrolling member contributed a previously wholly-owned operating property (the “Vienna Operating Property”) and a parcel of land (the “Vienna Land”), respectively, to Vienna. The Vienna Operating Property and the Vienna Land are located in close proximity to each other in Vienna, VA. The members intend to construct a new store on the Vienna Land, which, upon completion, will be combined with the Vienna Operating Property and operated by the venture as a single store. The Company has a related party commitment to ~~VFV and Newton~~Vienna to fund all or a portion of the construction costs. As of December 31, ~~2019,~~2020, the Company has funded ~~$3.1~~$4.9 million of a total ~~$12.1~~$17.0 million loan commitment to ~~Newton,~~Vienna, which is included in the total ~~liability~~liabilities amount within the table above. This loan and the related interest were eliminated for consolidation purposes. ~~As of December 31, 2019, the Company had not funded any of its $12.4 million loan commitment to VFV.~~

(2)

The noncontrolling members of Merrick and Hempstead have the option to put their ownership interest in the ventures to the Company for $17.1 million and $6.6 million (the “Put Option”), respectively, within the two-year period after construction of each store is substantially complete (the “Put Option Period”). In the event the Put Option is not exercised, the Company has a one-year option to call the ownership interest of the noncontrolling members of Merrick and Hempstead for $17.1 million and $6.6 million, respectively, beginning twelve months after the end of the Put Option Period. The Company, at its sole discretion, may pay cash and/or issue OP Units, in exchange for the noncontrolling member’s interest in Merrick and Hempstead. The Company is accreting the respective liabilities during the development periods and, as of December 31, 2020, has accrued $4.9 million and $5.9 million, related to Merrick and Hempstead, respectively, which are included in Accounts payable, accrued expenses and other liabilities on the Company’s consolidated balance sheets.

F-36

(3)

The Company has related party commitments to VFV and Newton to fund a portion of the construction costs. As of December 31, 2020, the Company has funded $6.9 million of a total $12.4 million loan commitment to VFV and $9.6 million of a total $12.1 million loan commitment to Newton, which are included in the total liability amounts within the table above. These loans and the related interest were eliminated for consolidation purposes.

(4)

On March 7, 2019, the Company acquired the noncontrolling member’s ownership interest in SH1, inclusive of its promoted interest in the venture, for $10.0 million. Prior to this transaction, the noncontrolling member’s interest was reported in Noncontrolling interests in subsidiaries on the consolidated balance sheets. Since the Company retained its controlling interest in the joint venture, this transaction was accounted for as an equity transaction. The carrying amount of the noncontrolling interest was reduced to 0 to reflect the purchase and the $9.7 million difference between the purchase price paid by the Company and the carrying amount of the noncontrolling interest was recorded as an adjustment to equity attributable to the Company. In conjunction with the Company’s acquisition of the noncontrolling interest in SH1, the $12.2 million related party loan extended by the Company to the venture during the construction period was repaid in full. Subsequently, the noncontrolling member re-acquired a 10% interest in SH1 and a 10% interest in SH2 for a combined $4.8 million, which is included in Noncontrolling interests in subsidiaries on the consolidated balance sheets.

~~(3)~~

The noncontrolling members of Hempstead and McDonald Ave have the option to put their ownership interest in the ventures to the Company for $6.6 million and $10.0 million, respectively, within the one-year period after construction of each store is substantially complete. Additionally, the Company has a one-year option to call the ownership interest of the noncontrolling members of Hempstead and McDonald Ave for $6.6 million and $10.0 million, respectively, beginning on the second anniversary of the respective store’s construction being substantially complete. The Company, at its sole discretion, may pay cash and/or issue OP Units in exchange for the noncontrolling member’s interest in Hempstead and McDonald. The Company is accreting the respective liabilities during the development periods and, as of December 31, 2019, has accrued $2.8 million and $9.7 million related to Hempstead and McDonald Ave, respectively, which are included in Accounts payable, accrued expenses and other liabilities on the Company’s consolidated balance sheets.

On May 30, 2019, the Company sold its 90% ownership interest in CS SJM E 92nd Street, LLC, a previously consolidated development joint venture, for $3.7 million. In conjunction with the sale, $0.7 million of the $1.7 million related party loan extended by the Company to the venture was repaid. The remaining $1.0 million was recorded as a note receivable and was repaid during the third quarter of 2019. Additionally, as a result of the transaction, the Company was released from its obligations under the venture’s ground lease, and right-of-use assets and lease liabilities totaling $13.4 million and $14.6 million, respectively, were removed from the Company’s consolidated balance sheets.

~~F-37~~

Operating Partnership Ownership

The Company follows guidance regarding the classification and measurement of redeemable securities. Under this guidance, securities that are redeemable for cash or other assets, at the option of the holder and not solely within the control of the issuer, must be classified outside of permanent equity/capital. This classification results in certain outside ownership interests being included as redeemable noncontrolling interests outside of permanent equity/capital in the consolidated balance sheets. The Company makes this determination based on terms in applicable agreements, specifically in relation to redemption provisions.

Additionally, with respect to redeemable ownership interests in the Operating Partnership held by third parties for which CubeSmart has a choice to settle the redemption by delivery of its own shares, the Operating Partnership considered the guidance regarding accounting for derivative financial instruments indexed to, and potentially settled in, a company’s own shares, to evaluate whether CubeSmart controls the actions or events necessary to presume share settlement. The guidance also requires that noncontrolling interests classified outside of permanent capital be adjusted each period to the greater of the carrying value based on the accumulation of historical cost or the redemption value.

Approximately 3.6% and 1.0% of the outstanding OP Units as of December 31, 2020 and 2019, ~~and 2018,~~respectively, were not owned by CubeSmart, the sole general partner. The interests in the Operating Partnership represented by these OP Units were a component of the consideration that the Operating Partnership paid to acquire certain self-storage properties. The holders of the OP Units are limited partners in the Operating Partnership and have the right to require CubeSmart to redeem all or part of their OP Units for, at the general partner’s option, an equivalent number of common shares of CubeSmart or cash based upon the fair value of an equivalent number of common shares of CubeSmart. However, the partnership agreement contains certain provisions that could result in a cash settlement outside the control of CubeSmart and the Operating Partnership, as CubeSmart does not have the ability to settle in unregistered shares. Accordingly, consistent with the guidance, the Operating Partnership records the OP Units owned by third parties outside of permanent capital in the consolidated balance sheets. Net income or loss related to the OP Units owned by third parties is excluded from net income or loss attributable to Operating Partner in the consolidated statements of operations.

In 2 separate tranches during December 2020, the Company acquired the Storage Deluxe Assets for an aggregate purchase price of $540.0 million. In connection with the acquisition of the Storage Deluxe Assets, the Company issued 5,272,023 OP Units valued at approximately $175.1 million to fund a portion of the purchase price.

On September 29, 2020, the Company acquired the noncontrolling interest in a previously consolidated joint venture that owned a store in New York for $10.0 million. In conjunction with the closing, the Company paid $1.0 million in cash and issued 276,497 OP Units, valued at approximately $9.0 million, to pay the remaining consideration.

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On December 16, 2019, the Company acquired a store in California for $18.5 million. In conjunction with the closing, the Company paid $14.9 million and issued 106,738 OP Units, valued at approximately $3.6 million, to pay the remaining consideration.

On January 31, 2018, the Company acquired a store in Texas for $12.2 million and assumed an existing mortgage loan with an outstanding balance of approximately $7.2 million and immediately repaid the loan. In conjunction with the closing, the Company paid $0.2 million in cash and issued 168,011 OP Units, valued at approximately $4.8 million, to pay the remaining consideration.

On April 12, 2017, the Company acquired a store in Illinois for $11.2 million. In conjunction with the closing, the Company paid $9.7 million and issued 58,400 Class C OP Units to pay the remaining consideration. On July 23, 2018, all of the 58,400 Class C OP Units were exchanged for an aggregate of 46,322 common units of the Operating Partnership.

On May 9, 2017, the Company acquired a store in Maryland for $18.2 million and assumed an existing mortgage loan with an outstanding balance of approximately $5.9 million. In conjunction with the closing, the Company issued 440,160 OP Units, valued at approximately $12.3 million, to pay the remaining consideration.

As of December 31, 2020 and 2019, 7,420,828 and ~~2018,~~ 1,972,308 ~~and 1,945,570~~ OP Units, respectively, were held by third parties. The per unit cash redemption amount of the outstanding OP Units was calculated based upon the ~~average of the~~ closing ~~prices~~price of the common shares of CubeSmart on the New York Stock Exchange ~~for~~on the final 10 trading ~~days~~day of the year. Based on the Company’s evaluation of the redemption value of the redeemable noncontrolling interests, the Company has reflected these interests at ~~their~~the greater of the carrying value based on the accumulation of historical cost or the redemption value as of December 31, ~~2019~~2020 and ~~2018.~~2019. As of December 31, ~~2019~~2020 and ~~2018,~~2019, the Operating Partnership recorded an increase to OP Units owned by third parties and a corresponding decrease to capital of ~~$5.9~~$4.2 million and ~~$0.3~~$5.9 million, respectively.

~~F-38~~

13. LEASES

CubeSmart as Lessor

The Company derives revenue primarily from rents received from customers who rent cubes at its self-storage properties under month-to-month leases for personal or business use. The self-storage lease agreements utilized by the Company vary slightly to comply with state-specific laws and regulations, but generally provide for automatic monthly renewals, flexibility to increase rental rates over time as market conditions permit and the collection of contingent fees such as administrative and late fees. None of the self-storage lease agreements contain options that allow the customer to purchase the leased space at any time during, or at the expiration of, the lease term. All self-storage leases in which the Company serves as lessor have been classified as operating leases. Accordingly, storage cubes are carried at historical cost less accumulated depreciation and impairment, if any, and are included in Storage properties on the Company’s consolidated balance sheets. Operating lease income for amounts received under the Company’s self-storage lease agreements is recognized on a straight-line basis which, due to the month-to-month nature of the leases, results in the recognition of income during the initial term and each subsequent monthly renewal using the then-in-place rent amount. Operating lease income is included in Rental income within the Company’s consolidated statements of operations. Variable lease income related to the Company’s self-storage lease agreements consists of administrative and late fees charged to customers. For the ~~year~~years ended December 31, 2020 and 2019, administrative and late fees totaled $20.0 million and $22.6 million, respectively, and are included in Other property related income within the Company’s consolidated statements of operations.

CubeSmart as Lessee

The Company serves as lessee in lease agreements for land, office space, automobiles and certain equipment, which have remaining lease terms ~~ranging from one year~~of up to 4544 years. Certain of the Company’s leases contain provisions that (1) provide for one or more options to renew, with renewal options that can extend the lease term ~~from one year~~up to 69 years, (2) allow for early termination at certain points during the lease term and/or (3) give the Company the option to purchase the leased property. In all cases, the exercise of the lease renewal, termination and purchase options, if provided for in the lease, are at the Company’s sole discretion. Certain of the Company’s lease agreements, particularly its land leases, require rental payments that are periodically adjusted for inflation using a defined index. None of the Company’s lease agreements contain any material residual value guarantees or material restrictive covenants. ~~As a result of~~Lease expense for payments related to the Company’s ~~election of~~finance leases is recognized as interest expense using the ~~package of practical expedients permitted within ASC 842, which among other things, allows for~~interest method over the ~~carryforward of historical~~related lease ~~classification, all of the Company’s lease agreements have been classified as operating leases.~~term. Lease expense for payments related to the Company’s operating leases is recognized on a straight-line basis over the related lease term, which includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

Right-of-use assets represent the Company’s right to use an underlying asset during the lease term and lease liabilities represent the Company’s obligation to make lease payments as specified in the lease. Right-of-use assets and lease liabilities related to the Company’s ~~operating~~ leases are recognized at the lease commencement date based on the present value of the remaining lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available surrounding the Company’s unsecured borrowing rates and implied secured spread at the lease commencement date in determining the

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present value of lease payments. The right-of-use asset also includes any lease payments made at or before lease commencement less any lease incentives. ~~Upon adoption of ASC 842 on January 1, 2019, the Company had right-of-use assets and lease liabilities related to its operating leases of $55.7 million and $60.7 million,~~ ~~respectively. As of December 31, 2019, the Company had right-of-use assets and lease liabilities related to its operating leases of $41.7 million and $46.4 million, which are included in~~ ~~Other assets, net and~~ ~~Accounts payable, accrued expenses~~ and other liabilities on the Company’s consolidated balance sheets, respectively. As of December 31, 2019, the Company’s weighted average remaining lease term and weighted average discount rate related to its operating leases were 35.9 years and 4.74%, respectively.

For the ~~year~~years ended December 31, 2020 and 2019, the Company’s lease cost consists of the following ~~components, each of which is included in Property operating expenses within the Company’s consolidated statements of operations:~~components:


	For the year ended		Year Ended December 31,
	December 31, 2019		2020		2019
	(in thousands)
Finance lease cost:
Amortization of finance lease right-of-use assets			$	49	$	—
Interest expense related to finance lease liabilities				64		—
Operating lease cost	$	3,304		2,856		3,304
Short-term lease cost ⁽¹⁾		1,227		1,114		1,227
Total lease cost	$	4,531	$	4,083	$	4,531

~~F-39~~

(1)

Represents automobile leases that have a lease term of 12 months. The Company has made an accounting policy election not to apply the recognition requirements of ASC 842 to this asset class. The lease cost associated with these leases is recognized on a straight-line basis over the related lease term.

The following table represents supplemental balance sheet information related to leases as of December 31, 2020 and 2019:


	December 31,
	2020			2019

	(dollars in thousands)
Finance Leases
Right-of-use assets included in Storage properties, net	$	41,896		$	—
Lease liabilities included in Lease liabilities - finance leases	$	65,599		$	—

Operating Leases
Right-of-use assets included in Other assets, net	$	55,302		$	41,698
Lease liabilities included in Accounts payable, accrued expenses and other liabilities	$	53,595		$	46,391

Weighted Average Lease Term (in years)
Finance leases		43.5			—
Operating leases		34.8			35.9

Weighted Average Discount Rate
Finance leases		3.25	%		—	%
Operating leases		4.46	%		4.74	%

The following table represents the future ~~operating~~ lease liability maturities as of December 31, ~~2019~~2020 (in thousands):


2020	$	2,273
			Finance		Operating
2021		2,302	$	1,936	$	2,511
2022		2,459		2,183		2,639
2023		2,523		2,183		2,690
2024		2,373		2,183		2,540
2025 and thereafter		91,241
Total operating lease payments		103,171
2025				2,224		2,539
2026 and thereafter				122,932		99,290
Total lease payments				133,641		112,209
Less: Imputed interest		(56,780)		(68,042)		(58,614)
Present value of operating lease liabilities	$	46,391
Present value of lease liabilities			$	65,599	$	53,595

During the year ended December 31, 2019, the cash paid for amounts included in the measurement of lease liabilities related to the Company’s operating leases was approximately $2.5 million, which is included as an operating cash outflow within the consolidated statements of cash flows. As of December 31, ~~2019,~~2020, the Company has not entered into any lease agreements that are set to commence in the future.

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14. RELATED PARTY TRANSACTIONS

The Company provides management services to certain joint ventures and other related parties. Management agreements provide for fee income to the Company based on a percentage of revenues at the managed stores. Total management fees for unconsolidated real estate ventures or other entities in which the Company held an ownership interest for the years ending December 31, 2020, 2019 and 2018 ~~and 2017~~ were $3.8 million, $4.0 million ~~$4.5 million~~ and ~~$3.8~~$4.5 million, respectively.

The management agreements for certain joint ventures, other related parties and third-party stores provide for the reimbursement to the Company for certain expenses incurred to manage the stores. These reimbursements consist of amounts due for management fees, payroll and other store expenses. The amounts due to the Company were ~~$10.5~~$13.1 million and ~~$10.6~~$10.5 million as of December 31, ~~2019~~2020 and ~~2018,~~2019, respectively, and are included in Other Assets, net on the Company’s consolidated balance sheets. Additionally, as discussed in note 12, the Company had outstanding mortgage loans receivable from consolidated joint ventures of ~~$3.1~~$21.4 million and ~~$33.2~~$3.1 million as of December 31, ~~2019~~2020 and ~~2018,~~2019, respectively, which are eliminated for consolidation purposes. The Company believes that all of these related-party receivables are fully collectible.

The ~~HVP III,~~HVPSE, HVP IV and HHFNE operating agreements provide for acquisition, disposition and other fees payable from ~~HVP III,~~HVPSE, HVP IV and HHFNE to the Company upon the closing of a property transaction by ~~HVP III,~~HVPSE, HVP IV and HHFNE, or any of their subsidiaries and completion of certain measures as defined in the operating agreements. ~~The~~During the years ended December 31, 2020, 2019 and 2018, the Company recognized $0.7 million, $2.1 million and $0.6 million, ~~and $0.5 million~~respectively, in fees associated with property transactions ~~during the years ended December 31, 2019, 2018 and 2017, respectively, which~~(including fees associated with HVP III). Property transaction fees are included in Other income on the consolidated statements of operations.

15. COMMITMENTS AND CONTINGENCIES

Development Commitments

The Company has agreements with developers for the construction of 56 new self-storage properties (see note 4), which will require payments of approximately ~~$56.7~~$48.4 million, due in installments upon completion of certain construction milestones, during ~~2020~~2021 and ~~2021.~~2022.

Litigation

The Company is involved in claims from time to time, which arise in the ordinary course of business. In accordance with applicable accounting guidance, management establishes an accrued liability for claim expenses, insurance retention and litigation costs when those matters present loss contingencies that are both probable and reasonably estimable. In such cases, there may be exposure to loss in excess of those amounts accrued. The estimated loss, if any, is based upon currently available information and is subject to significant judgment, a variety of assumptions and known and unknown uncertainties. In the opinion of management, the Company has made adequate

~~F-40~~

provisions for potential liabilities, arising from any such matters, which are included in Accounts payable, accrued expenses and other liabilities on the Company’s consolidated balance sheets.

On January 11, 2019, a settlement agreement was entered into for a class action alleging violation of a state specific deceptive and unfair trade practices act. During the year ended December 31, 2018, the Company recorded a $1.8 million charge related to this legal action, which is included in General and administrative on the Company’s consolidated statements of operations. On August 2, 2019, the court granted final approval of the settlement for the class action.

16. SHARE-BASED COMPENSATION PLANS

On June 1, 2016 the Company’s shareholders approved an amendment and restatement of the Company’s 2007 Equity Incentive Plan, a share-based employee compensation plan originally approved by shareholders on May 8, 2007 and subsequently amended with shareholder approval on June 2, 2010 (as amended and restated, the “2007 Plan”). The purpose of the 2007 Plan is to attract and retain highly qualified executive officers, Trustees and key employees and other persons and to motivate such officers, Trustees, key employees and other persons to serve the Company and its affiliates to expend maximum effort to improve the business results and earnings of the Company, by providing to such persons an opportunity to acquire or increase a direct proprietary interest in the operations and future success of the Company. To this end, the 2007 Plan provides for the grant of share options, share appreciation rights, restricted shares, restricted share units, performance awards, which may be denominated in cash or shares, included restricted shares and restricted share units, and other share-based awards, including unrestricted common shares or awards denominated or payable in, or valued in whole or part by reference to, common shares. Any of these awards may, but need not, be made as performance incentives to reward attainment of annual or long-term performance goals. Share options granted under the 2007 Plan may be non-qualified share options or incentive share options.

Upon shareholder approval of the amendment and restatement of the 2007 Plan on June 1, 2016, 4,500,000 additional common shares were made available for award under the 2007 Plan. As a result, these 4,500,000 additional shares, together with the 991,117 shares that remained available for future awards under the 2007 Plan at the time of the shareholder approval, plus any common shares that are restored to availability upon expiration or forfeiture of outstanding options or restricted share awards, would constitute the “Aggregate Share

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Reserve”. As of December 31, ~~2019:~~2020: (i) ~~4,015,223~~3,233,009 common shares remained available for future awards under the 2007 Plan; (ii) ~~547,266~~664,364 unvested restricted share awards were outstanding under the 2007 Plan; and (iii) ~~1,602,353~~2,118,090 common shares were subject to outstanding options under the 2007 Plan (with the outstanding options having a weighted average exercise price of ~~$24.10~~$26.37 per share and a weighted average term to maturity of ~~6.26~~6.39 years).

Prior to the June 1, 2016 amendment, the 2007 Plan used a “Fungible Units” methodology for computing the maximum number of common shares available for issuance under the 2007 Plan. The Fungible Units methodology assigned weighted values to different types of awards under the 2007 Plan without assigning specific numerical limits for different types of awards. As amended on June 1, 2016, the 2007 Plan provides that any common shares made the subject of awards under the 2007 Plan will count against the Aggregate Share Reserve as one (1) unit. The Aggregate Share Reserve and the computation of the number of common shares available for issuance is subject to adjustment upon certain corporate transactions or events, including share splits, reverse share splits and recapitalizations. The number of shares counted against the Aggregate Share Reserve includes the full number of shares subject to the award, and is not reduced in the event shares are withheld to fund withholding tax obligations, or, in the case of options and share appreciation rights, where shares are applied to pay the exercise price. If an option or other award granted under the 2007 Plan expires, is forfeited or otherwise terminates, the common shares subject to any portion of the award that expires, is forfeited or that otherwise terminates, as the case may be, again becomes available for issuance under the 2007 Plan.

The 2007 Plan is administered by the Compensation Committee of the Company’s Board of Trustees (the “Compensation Committee”), which is appointed by the Board of Trustees. The Compensation Committee interprets the 2007 Plan and, subject to its right to delegate authority to grant awards, determines the terms and provisions of option grants and share awards.

Subject to adjustment upon certain corporate transactions or events, a participant (other than a non-employee trustee) may not receive awards under the 2007 Plan in any one calendar year covering more than 1,000,000 shares. Subject to adjustment upon certain corporate transactions or events, a non-employee trustee may not receive awards under the 2007 Plan in any one calendar year covering more than 250,000 shares.

Under the 2007 Plan, the Compensation Committee determines the vesting schedule of each share award and option, subject to a one-year minimum vesting requirement, but with permitted acceleration of vesting in the event of a participant’s death or disability, or in the event of a change in control or certain changes in our capital structure. Notwithstanding the foregoing one-year minimum vesting limitation, up to 5 percent of the shares subject to the Aggregate Share Reserve may be subject to awards that are not subject to such

~~F-41~~

limitation. The exercise price for options is equivalent to the fair value of the underlying common shares at the grant date. The Compensation Committee also determines the term of each option, which shall not exceed 10 years from the grant date.

On October 19, 2004, the Company’s sole shareholder approved a share-based employee compensation plan, the 2004 Equity Incentive Plan (the “2004 Plan”). The 2004 Plan expired in October 2014. Prior to its expiration, a total of 3.0 million common shares were reserved for issuance under the 2004 Plan. Subsequent to its expiration, no new equity awards may be granted under the 2004 Plan, and to the extent that options expire unexercised or are terminated, surrendered or canceled, the options and share awards no longer become available for future grants under the 2004 Plan.

Share Options

The fair values for options granted in 2020, 2019 ~~2018~~ and ~~2017~~2018 were estimated at the time the options were granted using the Black-Scholes option-pricing model applying the following weighted average assumptions:


Assumptions:	2019			2018			2017			2020			2019			2018
Risk-free interest rate		2.7	%		2.5	%		2.2	%		1.9	%		2.7	%		2.5	%
Expected dividend yield		3.9	%		3.7	%		3.5	%		3.9	%		3.9	%		3.7	%
Volatility ⁽¹⁾		32.00	%		32.00	%		33.00	%		20.00	%		32.00	%		32.00	%
Weighted average expected life of the options ⁽²⁾		6.0	years		6.0	years		6.0	years		6.0	years		6.0	years		6.0	years
Weighted average grant date fair value of options granted per share	$	6.35		$	6.24		$	6.12		$	3.66		$	6.35		$	6.24

(1)

Expected volatility is based upon the level of volatility historically experienced.

(2)

Expected life is based upon our expectations of share option recipients’ expected exercise and termination patterns.

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The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options. In addition, option-pricing models require the input of highly subjective assumptions, including the expected share price volatility. Volatility for the 2020, 2019 ~~2018~~ and ~~2017~~2018 grants was based on the trading history of the Company’s shares.

In 2020, 2019 ~~2018~~ and ~~2017,~~2018, the Company recognized compensation expense related to options issued to employees and executives of approximately ~~$1.8~~$2.0 million, ~~$1.5~~$1.8 million and $1.5 million, respectively, which is included in General and administrative expense on the Company’s consolidated statements of operations. During ~~2019, 324,409~~2020, 607,010 share options were issued for which the fair value of the options at their respective grant dates was approximately ~~$2.1~~$2.2 million. The share options vest over three years. As of December 31, ~~2019,~~2020, the Company had approximately ~~$2.0~~$2.1 million of unrecognized option compensation cost related to all grants that will be recorded over the next ~~three~~two years.

The table below summarizes the option activity under the 2004 Plan and the 2007 Plan for the years ended December 31, 2020, 2019 ~~2018~~ and ~~2017:~~2018:

The table below summarizes the option activity under the 2004 Plan and the 2007 Plan for the years ended December 31, 2020, 2019 and 2018:

				Weighted Average
	Number of Shares	Weighted Average		Remaining	Number of Shares Upon Option	Weighted Average Strike Price		Weighted Average Remaining Contractual Term (years)
	Under Option	Strike Price		Contractual Term
Balance at December 31, 2016	1,939,690	$	12.94	4.85
Options granted	289,104		26.30	9.07
Options exercised	(395,621)		5.98	1.14
Balance at December 31, 2017	1,833,173	$	16.55	5.26	1,833,173	$	16.55	5.26
Options granted	305,805		27.85	9.08	305,805		27.85	9.08
Options canceled	(74,748)		26.95	—	(74,748)		26.95	—
Options exercised	(405,227)		9.47	1.98	(405,227)		9.47	1.98
Balance at December 31, 2018	1,659,003	$	19.89	5.52	1,659,003	$	19.89	5.52
Options granted	324,409		28.69	9.01	324,409		28.69	9.01
Options exercised	(381,059)		9.67	1.00	(381,059)		9.67	1.00
Balance at December 31, 2019	1,602,353	$	24.10	6.26	1,602,353	$	24.10	6.26
Options granted					607,010		31.48	9.01
Options canceled					(29,814)		30.46	—
Options exercised					(61,459)		15.65	2.55
Balance at December 31, 2020					2,118,090	$	26.37	6.39

Vested or expected to vest at December 31, 2019	1,602,353	$	24.10	6.26
Exercisable at December 31, 2019	1,015,950	$	21.81	5.00
Vested or expected to vest at December 31, 2020					2,118,090	$	26.37	6.39
Exercisable at December 31, 2020					1,235,816	$	23.46	4.78

~~F-42~~

As of December 31, ~~2019,~~2020, the aggregate intrinsic value of options outstanding, of options that vested or are expected to vest, and of options that were exercisable was approximately ~~$11.8~~$15.3 million. The aggregate intrinsic value of options exercised was approximately $0.9 million, $9.1 million and $8.4 million for the ~~year~~years ended December 31, ~~2019.~~2020, 2019 and 2018, respectively.

Restricted Shares

The Company applies the fair value method of accounting for contingently issued shares. As such, each grant is recognized ratably over the related vesting period. There were ~~180,607~~188,371 restricted shares and share units issued during the year ended December 31, ~~2019,~~2020, which vest over three to five years. The fair value of the restricted shares and share units issued during the year ended December 31, ~~2019~~2020 was approximately ~~$5.8~~$6.1 million at their respective grant dates. There were ~~165,551~~180,607 restricted shares and share units issued during the year ended December 31, ~~2018~~2019 for which the fair value of the restricted shares and share units at their respective grant dates was approximately ~~$4.9~~$5.8 million. As of December 31, ~~2019~~2020 the Company had approximately ~~$5.7~~$6.0 million of remaining unrecognized restricted share and share unit compensation costs that will be recognized over the next five years. Restricted share awards are considered to be performance awards and are valued using the share price on the grant date. The compensation expense recognized related to these awards and remaining unrecognized compensation costs are included in the amounts disclosed above.

F-42

During the years ended December 31, 2020, 2019 ~~2018~~ and ~~2017,~~2018, the Company recognized compensation expense related to restricted shares and share units issued to employees and Trustees of approximately $5.2 million, $4.9 million ~~$4.0 million~~ and ~~$4.1~~$4.0 million, respectively; these amounts were recorded in general and administrative expense. The following table presents non-vested restricted share and share unit activity during ~~2019:~~2020:


		Number of Non-
		Vested Restricted
		Shares and Share Units
Non-Vested at January 1, ~~2019~~2020		~~382,600~~489,964
Granted		~~180,607~~188,371
Vested		~~(66,392)~~(74,860)
Forfeited		~~(6,851)~~(20,072)
Non-Vested at December 31, ~~2019~~2020		~~489,964~~583,403

On January 1, 2020, 54,978 restricted share units were granted to certain executives. The restricted share units were granted in the form of deferred share units with a market condition, entitling the holders thereof to receive common shares at a future date. The deferred share units will be awarded based on the Company’s total return to shareholders with respect to a specified peer group consisting of publicly traded REITs over a three-year period. The fair value of the restricted share units on the grant date was approximately $2.2 million. The Company used a Monte Carlo simulation analysis to estimate the fair value of the awards. The restricted share units will cliff vest upon the third anniversary of the effective date, or December 31, 2022. The compensation expense recognized related to these awards and remaining unrecognized compensation costs are included in the amounts disclosed above.

On January 1, 2019, 55,168 restricted share units were granted to certain executives. The restricted share units were granted in the form of deferred share units with a market condition, entitling the holders thereof to receive common shares at a future date. The deferred share units will be awarded based on the Company’s total return to shareholders with respect to a specified peer group consisting of publicly traded REITs over a three-year period. The fair value of the restricted share units on the grant date was approximately $2.1 million. The Company used a Monte Carlo simulation analysis to estimate the fair value of the awards. The restricted share units will cliff vest upon the third anniversary of the effective date, or December 31, 2021. The compensation expense recognized related to these awards and remaining unrecognized compensation costs are included in the amounts disclosed above.

On January 23, 2018, 66,872 restricted share units were granted to certain executives. The restricted share units were granted in the form of deferred share units with a market condition, entitling the holders thereof to receive common shares at a future date. The deferred share units will be awarded based on the Company’s total return to shareholders with respect to a specified peer group consisting of publicly traded REITs over a three-year period. The fair value of the restricted share units on the grant date was approximately $1.9 million. The Company used a Monte Carlo simulation analysis to estimate the fair value of the awards. The restricted share units will cliff vest upon the third anniversary of the effective date, or December 31, 2020. The compensation expense recognized related to these awards and remaining unrecognized compensation costs are included in the amounts disclosed above.

On January 23, 2017, 52,426 restricted share units were granted to certain executives. The restricted share units were granted in the form of deferred share units with a market condition, entitling the holders thereof to receive common shares at a future date. The deferred share units will be awarded based on the Company’s total return to shareholders with respect to a specified peer group consisting of publicly traded REITs over a three-year period. The fair value of the restricted share units on the grant date was approximately $1.8 million. The Company used a Monte Carlo simulation analysis to estimate the fair value of the awards. The restricted share units will cliff vest upon the third anniversary of the effective date, or December 31, 2019. The compensation expense recognized related to these awards and remaining unrecognized compensation costs are included in the amounts disclosed above.

~~F-43~~

17. EARNINGS PER SHARE AND UNIT AND SHAREHOLDERS’ EQUITY AND CAPITAL

Earnings per common share and shareholders’ equity

The following is a summary of the elements used in calculating basic and diluted earnings per common share:


	For the year ended December 31,						For the year ended December 31,
	2019		2018		2017		2020		2019		2018
	(dollars and shares in thousands, except per share amounts)

							(dollars and shares in thousands, except per share amounts)
Net income	$	170,771	$	165,488	$	135,611	$	167,611	$	170,771	$	165,488
Noncontrolling interests in the Operating Partnership		(1,708)		(1,820)		(1,593)		(1,825)		(1,708)		(1,820)
Noncontrolling interest in subsidiaries		54		221		270		(165)		54		221
Net income attributable to the Company’s common shareholders	$	169,117	$	163,889	$	134,288	$	165,621	$	169,117	$	163,889

Weighted average basic shares outstanding		190,874		184,653		180,525		194,147		190,874		184,653
Share options and restricted share units		702		842		923		796		702		842
Weighted average diluted shares outstanding ⁽¹⁾		191,576		185,495		181,448		194,943		191,576		185,495

Basic earnings per share attributable to common shareholders	$	0.89	$	0.89	$	0.74	$	0.85	$	0.89	$	0.89
Diluted earnings per share attributable to common shareholders(2)	$	0.88	$	0.88	$	0.74	$	0.85	$	0.88	$	0.88

F-43

Earnings per common unit and capital

The following is a summary of the elements used in calculating basic and diluted earnings per common unit:


	For the year ended December 31,						For the year ended December 31,
	2019		2018		2017		2020		2019		2018
	(dollars and units in thousands, except per unit amounts)

							(dollars and units in thousands, except per unit amounts)
Net income	$	170,771	$	165,488	$	135,611	$	167,611	$	170,771	$	165,488
Operating Partnership interests of third parties		(1,708)		(1,820)		(1,593)		(1,825)		(1,708)		(1,820)
Noncontrolling interest in subsidiaries		54		221		270		(165)		54		221
Net income attributable to common unitholders	$	169,117	$	163,889	$	134,288	$	165,621	$	169,117	$	163,889

Weighted average basic units outstanding		190,874		184,653		180,525		194,147		190,874		184,653
Unit options and restricted share units		702		842		923		796		702		842
Weighted average diluted units outstanding ⁽¹⁾		191,576		185,495		181,448		194,943		191,576		185,495

Basic earnings per unit attributable to common unitholders	$	0.89	$	0.89	$	0.74	$	0.85	$	0.89	$	0.89
Diluted earnings per unit attributable to common unitholders(2)	$	0.88	$	0.88	$	0.74	$	0.85	$	0.88	$	0.88

(1)

For the years ended December 31, 2020, 2019 ~~2018~~ and ~~2017,~~2018, the Company declared cash dividends per common share/unit of $1.33, $1.29 and $1.22, respectively.

(2)

The amounts of anti-dilutive options that were excluded from the computation of diluted earnings per share/unit as the exercise price was higher than the average share price of the Company for the years ended December 31, 2020 and ~~$1.11,~~2018 were 0.8 million and 0.2 million, respectively. There were 0 anti-dilutive options for the year ended December 31, 2019.

The OP units and common units have essentially the same economic characteristics as they share equally in the total net income or loss and distributions of the Operating Partnership. An Operating Partnership unit may be redeemed for cash, or at the Company’s option, common units on a one-for-one basis. Outstanding noncontrolling interest units in the Operating Partnership were ~~1,972,308;~~7,420,828; 1,972,308 and 1,945,570 ~~and 1,878,253~~ as of December 31, 2020, 2019 ~~2018~~ and ~~2017,~~2018, respectively. There were ~~193,557,024;~~197,405,989; 193,557,024 and 187,145,103 ~~and 182,215,735~~ common units outstanding as of December 31, 2020, 2019 ~~2018~~ and ~~2017,~~2018, respectively.

Common Shares

The Company maintains an at-the-market equity program that enables it to offer and sell up to ~~50.0~~60.0 million common shares through sales agents pursuant to equity distribution agreements (the “Equity Distribution Agreements”). The Company’s sales activity under the program for the years ended December 31, 2020, 2019 ~~2018~~ and ~~2017~~2018 is summarized below:

~~F-44~~


	For the year ended December 31,						For the year ended December 31,
	2019		2018		2017		2020		2019		2018

	(dollars and shares in thousands, except per share amounts)						(dollars and shares in thousands, except per share amounts)
Number of shares sold		5,899		4,291		1,036		3,627		5,899		4,291
Average sales price per share	$	33.64	$	31.09	$	29.13	$	33.69	$	33.64	$	31.09
Net proceeds after deducting offering costs	$	196,304	$	131,835	$	29,642	$	120,727	$	196,304	$	131,835

The proceeds from the sales of common shares under the program during the years ended December 31, 2020, 2019 ~~2018~~ and ~~2017~~2018 were used to fund acquisitions of storage properties and for general corporate purposes. As of December 31, 2020, 2019 and 2018, ~~and 2017,~~10.9 million common shares, 4.6 million common shares ~~10.5 million common shares~~ and ~~4.7~~10.5 million common shares, respectively, remained available for issuance under the Equity Distribution Agreements.

18. INCOME TAXES

Deferred income taxes are established for temporary differences between the financial reporting basis and tax basis of assets and liabilities at the enacted tax rates expected to be in effect when the temporary differences reverse. A valuation allowance for deferred tax assets is provided if the Company believes that it is more likely than not that all or some portion of the deferred tax asset will not be realized. NaN valuation allowance was recorded as of December 31, ~~2019~~2020 or ~~2018.~~2019. As of December 31, ~~2019~~2020 and ~~2018,~~2019, the Company had

F-44

net deferred tax assets of ~~$0.8~~$0.4 million and ~~$1.4~~$0.8 million, respectively, which are included in Other assets, net on the Company’s consolidated balance sheets. The Company believes it is more likely than not the deferred tax assets will be realized.

~~19. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)~~

~~The following is a summary of quarterly financial information for the years ended December 31, 2019 and 2018:~~

Three months ended


March 31,

June 30,

September 30,

December 31,

2019

2019

2019

2019

(in thousands, except per share amounts)

Total revenues

$
152,845

$
159,017

$
166,547

$
165,506

Total operating expenses

99,014

100,583

106,855

105,394

Net income

35,786

49,878

42,597

42,510

Net income attributable to the Company's common shareholders

35,498

49,420

42,154

42,045

Basic earnings per share attributable to common shareholders

0.19

0.26

0.22

0.22

Diluted earnings per share attributable to common shareholders

0.19

0.26

0.22

0.22

Three months ended


March 31,

June 30,

September 30,

December 31,

2018

2018

2018

2018

(in thousands, except per share amounts)

Total revenues

$
142,877

$
147,815

$
153,370

$
153,882

Total operating expenses

92,464

92,915

93,774

98,775

Net income

34,799

38,751

43,302

48,636

Net income attributable to the Company's common shareholders

34,423

38,410

42,900

48,156

Basic earnings per share attributable to common shareholders

0.19

0.21

0.23

0.26

Diluted earnings per share attributable to common shareholders

0.19

0.21

0.23

0.26

~~The sum of quarterly earnings per share amounts do not necessarily equal the full year amounts.~~

F-45

Table of Contents

CUBESMART

SCHEDULE III

REAL ESTATE AND RELATED DEPRECIATION

December 31, ~~2019~~2020

(dollars in thousands)


						Gross Carrying Amount at										Gross Carrying Amount at
			Initial Cost		Costs	December 31, 2019							Initial Cost		Costs	December 31, 2020
				Buildings	Subsequent		Buildings		Accumulated	Year				Buildings	Subsequent		Buildings		Accumulated	Year
	Square			&	to		&		Depreciation	Acquired/	Square			&	to		&		Depreciation	Acquired/
Description	Footage	Encumbrances	Land	Improvements	Acquisition	Land	Improvements	Total	(A)	Developed	Footage	Encumbrances	Land	Improvements	Acquisition	Land	Improvements	Total	(A)	Developed
Chandler I, AZ	47,880		327	1,257	551	327	1,631	1,958	752	2005	47,880		327	1,257	642	327	1,541	1,868	598	2005
Chandler II, AZ	82,915		1,518	7,485	229	1,518	7,713	9,231	1,544	2013	82,905		1,518	7,485	239	1,518	7,721	9,239	1,795	2013
Gilbert I, AZ	57,100		951	4,688	205	951	4,893	5,844	1,048	2013	57,075		951	4,688	212	951	4,895	5,846	1,206	2013
Gilbert II, AZ	115,430		1,199	11,846	171	1,199	12,017	13,216	1,098	2016	114,530		1,199	11,846	180	1,199	12,026	13,225	1,456	2016
Glendale, AZ	56,807		201	2,265	1,301	418	3,002	3,420	1,555	1998	56,807		201	2,265	1,393	418	3,070	3,488	1,636	1998
Green Valley, AZ	25,050		298	1,153	259	298	1,201	1,499	520	2005	25,050		298	1,153	286	298	1,080	1,378	413	2005
Mesa I, AZ	52,575		920	2,739	403	921	2,696	3,617	1,241	2006	52,575		920	2,739	463	921	2,756	3,677	1,348	2006
Mesa II, AZ	45,511		731	2,176	311	731	2,158	2,889	1,022	2006	45,511		731	2,176	420	731	2,267	2,998	1,112	2006
Mesa III, AZ	59,209		706	2,101	505	706	2,222	2,928	979	2006	59,209		706	2,101	510	706	2,228	2,934	1,072	2006
Peoria, AZ	110,810		1,436	7,082	255	1,436	7,337	8,773	1,087	2015	110,780		1,436	7,082	263	1,436	7,344	8,780	1,333	2015
Phoenix III, AZ	121,880		2,115	10,429	336	2,115	10,765	12,880	1,999	2014	121,855		2,115	10,429	458	2,115	10,886	13,001	2,361	2014
Phoenix IV, AZ	69,710		930	12,277	111	930	12,388	13,318	1,141	2016	69,710		930	12,277	119	930	12,396	13,326	1,486	2016
Queen Creek, AZ	94,462		1,159	5,716	94	1,159	5,810	6,969	892	2015	94,442		1,159	5,716	107	1,159	5,824	6,983	1,083	2015
Scottsdale, AZ	67,575		443	4,879	1,793	883	5,555	6,438	2,949	1998	108,240		443	4,879	6,283	883	10,044	10,927	3,170	1998
Surprise , AZ	72,475		584	3,761	128	584	3,889	4,473	511	2015	72,575		584	3,761	192	584	3,953	4,537	641	2015
Tempe I, AZ	77,330		941	3,283	784	941	3,757	4,698	1,063	2005 / 2019	77,543		941	3,283	850	941	3,615	4,556	996	2005 / 2019
Tempe II, AZ	68,409		588	2,898	2,162	588	5,060	5,648	1,237	2013	68,409		588	2,898	2,167	588	5,065	5,653	1,475	2013
Tucson I, AZ	59,800		188	2,078	1,157	384	2,731	3,115	1,435	1998	59,800		188	2,078	1,167	384	2,741	3,125	1,525	1998
Tucson II, AZ	43,950		188	2,078	1,150	391	2,743	3,134	1,412	1998	43,950		188	2,078	1,166	391	2,759	3,150	1,502	1998
Tucson III, AZ	49,820		532	2,048	391	533	2,078	2,611	914	2005	49,820		532	2,048	397	533	1,811	2,344	712	2005
Tucson IV, AZ	48,040		674	2,595	411	675	2,586	3,261	1,169	2005	48,040		674	2,595	455	675	2,286	2,961	910	2005
Tucson V, AZ	45,184		515	1,980	420	515	2,043	2,558	935	2005	45,184		515	1,980	424	515	1,787	2,302	743	2005
Tucson VI, AZ	40,766		440	1,692	291	430	1,685	2,115	767	2005	40,766		440	1,692	336	430	1,506	1,936	599	2005
Tucson VII, AZ	52,663		670	2,576	406	670	2,567	3,237	1,176	2005	52,663		670	2,576	443	670	2,266	2,936	923	2005
Tucson VIII, AZ	46,650		589	2,265	448	589	2,361	2,950	1,063	2005	46,650		589	2,265	483	589	2,068	2,657	820	2005
Tucson IX, AZ	67,496		724	2,786	516	725	2,780	3,505	1,269	2005	67,496		724	2,786	521	725	2,424	3,149	998	2005
Tucson X, AZ	46,350		424	1,633	387	425	1,710	2,135	754	2005	46,350		424	1,633	391	425	1,507	1,932	606	2005
Tucson XI, AZ	42,700		439	1,689	444	439	1,840	2,279	908	2005	42,700		439	1,689	451	439	1,618	2,057	746	2005
Tucson XII, AZ	42,275		671	2,582	415	672	2,567	3,239	1,145	2005	42,275		671	2,582	420	672	2,231	2,903	886	2005
Tucson XIII, AZ	45,800		587	2,258	365	587	2,253	2,840	1,056	2005	45,800		587	2,258	376	587	1,942	2,529	811	2005
Tucson XIV, AZ	48,995		707	2,721	502	708	2,670	3,378	1,247	2005	48,995		707	2,721	538	708	2,360	3,068	990	2005
Benicia, CA	74,770		2,392	7,028	499	2,392	6,433	8,825	2,856	2005	74,770		2,392	7,028	579	2,392	5,517	7,909	2,083	2005
Citrus Heights, CA	75,620		1,633	4,793	277	1,634	4,292	5,926	2,007	2005	75,620		1,633	4,793	328	1,634	3,667	5,301	1,460	2005
Corona, CA	95,124		2,107	10,385	224	2,107	10,608	12,715	1,736	2014	95,474		2,107	10,385	421	2,107	10,805	12,912	2,084	2014
Diamond Bar, CA	103,528		2,522	7,404	341	2,524	6,634	9,158	3,074	2005	103,488		2,522	7,404	395	2,524	5,647	8,171	2,231	2005
Escondido, CA	143,645		3,040	11,804	319	3,040	9,763	12,803	3,765	2007	143,645		3,040	11,804	344	3,040	9,788	12,828	4,082	2007
Fallbrook, CA	45,926		133	1,492	1,896	432	2,845	3,277	1,503	1997	45,926		133	1,492	1,975	432	2,921	3,353	1,606	1997
Fremont, CA	51,189		1,158	5,711	188	1,158	5,899	7,057	1,134	2014	51,189		1,158	5,711	199	1,158	5,911	7,069	1,331	2014
Lancaster, CA	60,475		390	2,247	1,135	556	2,646	3,202	1,192	2001	60,475		390	2,247	1,146	556	2,657	3,213	1,273	2001
Long Beach I, CA	124,541		3,138	14,368	1,104	3,138	13,536	16,674	5,917	2006	124,541		3,138	14,368	1,151	3,138	13,583	16,721	6,388	2006
Long Beach II, CA	70,630		3,424	13,987	1	3,424	13,988	17,412	—	2019	71,130		3,424	13,987	250	3,424	14,237	17,661	394	2019
Los Angeles, CA	76,818		23,289	25,867	137	23,289	26,004	49,293	868	2018	77,023		23,289	25,867	146	23,289	26,013	49,302	1,566	2018
Murrieta, CA	49,775		1,883	5,532	325	1,903	4,991	6,894	2,256	2005	49,775		1,883	5,532	341	1,903	4,228	6,131	1,648	2005
North Highlands, CA	57,094		868	2,546	591	868	2,676	3,544	1,217	2005	57,094		868	2,546	692	868	2,418	3,286	957	2005
Ontario, CA	93,540		1,705	8,401	470	1,705	8,870	10,575	1,486	2014	93,490		1,705	8,401	483	1,705	8,884	10,589	1,787	2014
Orangevale, CA	50,542		1,423	4,175	380	1,423	3,877	5,300	1,814	2005	50,542		1,423	4,175	432	1,423	3,341	4,764	1,350	2005
Pleasanton, CA	83,600		2,799	8,222	481	2,799	7,460	10,259	3,288	2005	83,600		2,799	8,222	623	2,799	6,424	9,223	2,363	2005
Rancho Cordova, CA	53,978		1,094	3,212	433	1,095	3,101	4,196	1,421	2005	53,978		1,094	3,212	513	1,095	2,728	3,823	1,073	2005
Rialto I, CA	57,391		899	4,118	304	899	3,849	4,748	1,690	2006	57,391		899	4,118	375	899	3,918	4,817	1,820	2006
Rialto II, CA	99,783		277	3,098	1,855	672	4,156	4,828	2,279	1997	99,783		277	3,098	1,894	672	4,192	4,864	2,405	1997
Riverside I, CA	67,320		1,351	6,183	645	1,351	5,996	7,347	2,655	2006	67,320		1,351	6,183	675	1,351	6,026	7,377	2,869	2006
Riverside II, CA	85,101		1,170	5,359	547	1,170	5,102	6,272	2,233	2006	85,101		1,170	5,359	574	1,170	5,128	6,298	2,411	2006
Roseville, CA	59,944		1,284	3,767	478	1,284	3,647	4,931	1,722	2005	59,944		1,284	3,767	513	1,284	3,152	4,436	1,312	2005
Sacramento I, CA	50,764		1,152	3,380	486	1,152	3,300	4,452	1,493	2005	50,764		1,152	3,380	527	1,152	2,865	4,017	1,126	2005
Sacramento II, CA	111,565		2,085	6,750	638	2,086	6,721	8,807	1,999	2005/2017	111,831		2,085	6,750	709	2,086	6,211	8,297	1,640	2005/2017
San Bernardino I, CA	31,070		51	572	1,201	182	1,441	1,623	748	1997	31,070		51	572	1,219	182	1,458	1,640	793	1997
San Bernardino II, CA	41,426		112	1,251	1,393	306	2,101	2,407	1,092	1997	41,426		112	1,251	1,439	306	2,135	2,441	1,152	1997
San Bernardino III, CA	35,416		98	1,093	1,350	242	1,945	2,187	1,032	1997	35,416		98	1,093	1,371	242	1,963	2,205	1,103	1997
San Bernardino IV, CA	83,352		1,872	5,391	245	1,872	4,421	6,293	1,694	2005	83,352		1,872	5,391	482	1,872	4,654	6,526	1,817	2005
San Bernardino V, CA	56,803		783	3,583	680	783	3,731	4,514	1,658	2006	56,803		783	3,583	752	783	3,803	4,586	1,798	2006
San Bernardino VII, CA	78,695		1,475	6,753	482	1,290	6,487	7,777	2,889	2006	78,695		1,475	6,753	522	1,290	6,524	7,814	3,115	2006
San Bernardino VIII, CA	111,833		1,691	7,741	721	1,692	6,510	8,202	2,951	2006	111,833		1,691	7,741	766	1,692	6,554	8,246	3,183	2006
San Diego, CA	87,412		1,185	16,740	18	1,186	16,757	17,943	595	2018	87,287		1,185	16,740	301	1,186	17,040	18,226	1,114	2018
San Marcos, CA	37,425		775	2,288	218	776	2,135	2,911	981	2005	37,425		775	2,288	274	776	1,869	2,645	727	2005
Santa Ana, CA	63,831		1,223	5,600	493	1,223	5,315	6,538	2,354	2006	63,931		1,223	5,600	542	1,223	5,348	6,571	2,524	2006
South Sacramento, CA	52,390		790	2,319	482	791	2,381	3,172	1,062	2005	52,390		790	2,319	488	791	2,060	2,851	818	2005
Spring Valley, CA	55,085		1,178	5,394	947	1,178	5,597	6,775	2,484	2006	55,085		1,178	5,394	1,028	1,178	5,678	6,856	2,695	2006
Temecula I, CA	81,340		660	4,735	1,088	899	4,977	5,876	2,328	1998	81,340		660	4,735	1,310	899	5,190	6,089	2,467	1998
Temecula II, CA	84,520		3,080	5,839	887	3,080	5,790	8,870	2,144	2007	84,520		3,080	5,839	1,254	3,080	6,157	9,237	2,368	2007
Vista I, CA	74,238		711	4,076	2,363	1,118	5,105	6,223	2,347	2001	74,238		711	4,076	2,508	1,118	5,245	6,363	2,482	2001
Vista II, CA	147,723		4,629	13,599	219	4,629	11,755	16,384	5,363	2005	147,723		4,629	13,599	511	4,629	10,133	14,762	3,838	2005
Walnut, CA	50,664		1,578	4,635	486	1,595	4,382	5,977	1,957	2005	50,664		1,578	4,635	529	1,595	3,771	5,366	1,461	2005
West Sacramento, CA	39,765		1,222	3,590	237	1,222	3,259	4,481	1,505	2005	39,765		1,222	3,590	275	1,222	2,792	4,014	1,112	2005
Westminster, CA	68,393		1,740	5,142	396	1,743	4,651	6,394	2,204	2005	68,293		1,740	5,142	401	1,743	3,932	5,675	1,623	2005
Aurora, CO	75,717		1,343	2,986	611	1,343	3,047	4,390	1,321	2005	75,717		1,343	2,986	641	1,343	2,726	4,069	1,075	2005
Centennial, CO	62,400		1,281	8,958	111	1,281	9,069	10,350	978	2016	62,400		1,281	8,958	119	1,281	9,077	10,358	1,243	2016
Colorado Springs I, CO	47,975		771	1,717	456	771	1,827	2,598	813	2005	47,975		771	1,717	554	771	1,751	2,522	709	2005
Colorado Springs II, CO	62,400		657	2,674	287	656	2,453	3,109	1,110	2006	62,400		657	2,674	291	656	2,457	3,113	1,198	2006
Denver I, CO	59,200		673	2,741	501	646	2,763	3,409	1,202	2006	59,200		673	2,741	617	646	2,880	3,526	1,314	2006
Denver II, CO	74,420		1,430	7,053	183	1,430	7,235	8,665	1,688	2012	74,420		1,430	7,053	190	1,430	7,211	8,641	1,894	2012
Denver III, CO	76,025		1,828	12,109	92	1,828	12,201	14,029	1,245	2016	76,025		1,828	12,109	99	1,828	12,208	14,036	1,621	2016
Federal Heights, CO	54,770		878	1,953	347	879	1,901	2,780	835	2005	54,848		878	1,953	359	879	1,730	2,609	714	2005
Golden, CO	87,800		1,683	3,744	591	1,684	3,663	5,347	1,624	2005	87,800		1,683	3,744	633	1,684	3,335	5,019	1,375	2005
Littleton, CO	53,490		1,268	2,820	404	1,268	2,714	3,982	1,165	2005	53,490		1,268	2,820	435	1,268	2,483	3,751	991	2005
Northglenn, CO	43,102		862	1,917	589	662	2,290	2,952	925	2005	43,102		862	1,917	609	662	2,118	2,780	823	2005

F-46

Table of Contents

Gross Carrying Amount at

Initial Cost

Costs

December 31, 2019








Buildings

Subsequent



Buildings



Accumulated

Year

Square

&

to

&

Depreciation

Acquired/

Description

Footage

Encumbrances

Land

Improvements

Acquisition

Land

Improvements

Total

(A)

Developed

Bloomfield, CT

48,700

78

880

2,422

360

2,691

3,051

1,344

1997

Branford, CT

50,629

217

2,433

1,727

504

3,447

3,951

1,833

1995

Bristol, CT

50,925

1,819

3,161

431

1,819

3,127

4,946

1,421

2005

East Windsor, CT

45,816

744

1,294

568

744

1,591

2,335

811

2005

Enfield, CT

52,875

424

2,424

477

473

2,120

2,593

1,009

2001

Gales Ferry, CT

54,905

240

2,697

1,686

489

3,661

4,150

2,069

1995

Manchester I, CT

46,925

540

3,096

552

563

2,651

3,214

1,174

2002

Manchester II, CT

52,725

996

1,730

410

996

1,832

2,828

879

2005

Manchester III, CT

60,113

671

3,308

175

671

3,483

4,154

677

2014

Milford, CT

44,885

87

1,050

1,364

274

1,920

2,194

975

1996

Monroe, CT

63,700

2,004

3,483

942

2,004

3,741

5,745

1,833

2005

Mystic, CT

50,850

136

1,645

2,171

410

3,048

3,458

1,601

1996

Newington I, CT

42,270

1,059

1,840

294

1,059

1,838

2,897

902

2005

Newington II, CT

35,640

911

1,584

361

911

1,672

2,583

812

2005

Norwalk I, CT

30,181

646

3,187

66

646

3,253

3,899

782

2012

Norwalk II, CT

82,225

1,171

15,422

462

1,171

15,884

17,055

1,649

2016

Old Saybrook I, CT

87,000

3,092

5,374

713

3,092

5,233

8,325

2,642

2005

Old Saybrook II, CT

26,425

1,135

1,973

288

1,135

1,934

3,069

993

2005

Shelton, CT

78,405

1,613

9,032

546

1,613

8,494

10,107

2,173

2011

South Windsor, CT

72,075

90

1,127

1,555

272

2,284

2,556

1,183

1996

Stamford, CT

28,907

1,941

3,374

195

1,941

3,029

4,970

1,487

2005

Wilton, CT

84,515

2,409

12,261

798

2,421

13,121

15,542

3,219

2012

Washington I, DC

62,685

871

12,759

1,025

894

11,059

11,953

4,050

2008

Washington II, DC

82,452

3,152

13,612

463

3,154

12,299

15,453

3,094

2011

Washington III, DC

78,215

4,469

15,438

107

4,469

15,545

20,014

1,795

2016

Washington IV, DC

72,298

6,359

20,417

160

6,359

20,577

26,936

1,209

2017

Washington V, DC

114,200

13,908

18,770

170

13,917

18,931

32,848

843

2018

Boca Raton, FL

37,968

529

3,054

1,662

813

3,607

4,420

1,665

2001

Boynton Beach I, FL

61,725

667

3,796

1,957

958

4,420

5,378

2,058

2001

Boynton Beach II, FL

61,514

1,030

2,968

469

1,030

3,000

4,030

1,358

2005

Boynton Beach III, FL

67,368

1,225

6,037

266

1,225

6,304

7,529

1,141

2014

Boynton Beach IV, FL

76,514

1,455

7,171

162

1,455

7,333

8,788

1,047

2015

Bradenton I, FL

68,389

1,180

3,324

434

1,180

2,929

4,109

1,107

2004

Bradenton II, FL

88,063

1,931

5,561

1,191

1,931

5,125

7,056

2,077

2004

Cape Coral I, FL

76,857

472

2,769

2,595

830

4,031

4,861

2,236

2000

Cape Coral II, FL

67,955

1,093

5,387

108

1,093

5,494

6,587

905

2014

Coconut Creek I, FL

78,846

1,189

5,863

201

1,189

6,061

7,250

1,431

2012

Coconut Creek II, FL

90,147

1,937

9,549

210

1,937

9,760

11,697

1,856

2014

Dania Beach, FL

180,888

3,584

10,324

1,804

3,584

9,650

13,234

3,890

2004

Dania, FL

58,315

205

2,068

1,768

481

3,137

3,618

1,648

1996

Davie, FL

80,985

1,268

7,183

1,357

1,373

6,266

7,639

2,741

2001

Deerfield Beach, FL

57,280

946

2,999

2,041

1,311

4,528

5,839

2,317

1998

Delray Beach I, FL

67,563

798

4,539

847

883

4,098

4,981

1,941

2001

Delray Beach II, FL

75,770

957

4,718

278

957

4,996

5,953

1,076

2013

Delray Beach III, FL

94,257

2,086

10,286

182

2,086

10,469

12,555

1,856

2014

Delray Beach IV, FL

97,208

2,208

14,384

23

2,208

14,407

16,615

908

2017

Ft. Lauderdale I, FL

70,343

937

3,646

2,522

1,384

5,482

6,866

2,802

1999

Ft. Lauderdale II, FL

49,662

862

4,250

105

862

4,356

5,218

842

2013

Ft. Myers I, FL

67,504

303

3,329

993

328

3,318

3,646

1,726

1999

Ft. Myers II, FL

83,325

1,030

5,080

182

1,030

5,262

6,292

941

2014

Ft. Myers III, FL

81,554

1,148

5,658

181

1,148

5,839

6,987

1,041

2014

Ft. Myers IV, FL

69,682

992

8,287

164

992

8,451

9,443

155

2019

Ft. Myers V, FL

62,370

950

7,763

124

950

7,887

8,837

145

2019

Jacksonville I, FL

79,735

1,862

5,362

199

1,862

4,878

6,740

2,045

2005

Jacksonville II, FL

64,970

950

7,004

218

950

5,674

6,624

2,193

2007

Jacksonville III, FL

65,840

860

7,409

1,058

1,670

6,055

7,725

2,341

2007

Jacksonville IV, FL

95,525

870

8,049

1,218

1,651

7,184

8,835

2,758

2007

Jacksonville V, FL

82,573

1,220

8,210

450

1,220

6,916

8,136

2,673

2007

Jacksonville VI, FL

67,375

755

3,725

152

755

3,876

4,631

644

2014

Kendall, FL

75,495

2,350

8,106

493

2,350

6,826

9,176

2,619

2007

Lake Worth I, FL

158,778

183

6,597

7,795

354

11,148

11,502

5,618

1998

Lake Worth II, FL

86,920

1,552

7,654

203

1,552

7,857

9,409

1,435

2014

Lake Worth III, FL

92,510

957

4,716

243

957

4,959

5,916

759

2015

Lakeland, FL

49,079

81

896

1,300

256

1,604

1,860

854

1994

Leisure City, FL

56,185

409

2,018

198

409

2,213

2,622

537

2012

Lutz I, FL

71,595

901

2,478

438

901

2,299

3,200

862

2004

Lutz II, FL

69,232

992

2,868

416

992

2,524

3,516

995

2004

Margate I, FL

53,660

161

1,763

2,345

399

3,427

3,826

1,862

1996

Margate II, FL

65,380

132

1,473

2,188

383

3,031

3,414

1,466

1996

Merritt Island, FL

50,171

716

2,983

711

796

2,781

3,577

1,200

2002

Miami I, FL

46,500

179

1,999

1,889

484

2,889

3,373

1,554

1996

Miami II, FL

67,160

253

2,544

1,864

561

3,569

4,130

1,873

1996

Miami III, FL

151,620

4,577

13,185

898

4,577

12,257

16,834

5,324

2005

Miami IV, FL

76,695

1,852

10,494

1,047

1,963

9,980

11,943

2,773

2011

Miramar, FL

80,080

1,206

5,944

151

1,206

6,096

7,302

1,277

2013

Naples I, FL

48,100

90

1,010

2,759

270

3,225

3,495

1,673

1996

Naples II, FL

65,850

148

1,652

4,387

558

5,342

5,900

2,845

1997

Naples III, FL

80,205

139

1,561

4,302

598

4,224

4,822

2,255

1997

Naples IV, FL

40,625

262

2,980

693

407

3,076

3,483

1,655

1998

New Smyrna Beach, FL

81,454

1,261

6,215

203

1,261

6,417

7,678

1,073

2014

North Palm Beach, FL

45,825

1,374

7,649

57

1,374

7,706

9,080

751

2017

Oakland Park, FL

63,706

3,007

10,145

43

3,007

10,188

13,195

615

2017

Ocoee, FL

76,150

1,286

3,705

238

1,286

3,425

4,711

1,499

2005

Orange City, FL

59,580

1,191

3,209

362

1,191

2,788

3,979

1,086

2004

Orlando II, FL

63,184

1,589

4,576

259

1,589

4,195

5,784

1,830

2005

Orlando III, FL

101,190

1,209

7,768

811

1,209

7,191

8,400

2,882

2006

Orlando IV, FL

76,801

633

3,587

203

633

3,286

3,919

953

2010

Orlando V, FL

75,377

950

4,685

143

950

4,828

5,778

1,128

2012

Orlando VI, FL

67,275

640

3,154

158

640

3,312

3,952

560

2014

Orlando VII, FL

78,705

896

9,142

1

896

9,143

10,039

21

2019

Oviedo, FL

49,276

440

2,824

637

440

2,784

3,224

1,151

2006

Palm Coast I, FL

47,400

555

2,735

123

555

2,859

3,414

561

2014

Palm Coast II, FL

122,490

1,511

7,450

432

1,511

7,883

9,394

1,529

2014


							Gross Carrying Amount at
			Initial Cost		Costs		December 31, 2020
				Buildings	Subsequent			Buildings		Accumulated	Year
	Square			&	to			&		Depreciation	Acquired/
Description	Footage	Encumbrances	Land	Improvements	Acquisition		Land	Improvements	Total	(A)	Developed
Bloomfield, CT	48,700		78	880	2,439		360	2,695	3,055	1,413	1997
Branford, CT	50,629		217	2,433	1,731		504	3,451	3,955	1,964	1995
Bristol, CT	53,425		1,819	3,161	445		1,819	2,608	4,427	978	2005
East Windsor, CT	45,816		744	1,294	579		744	1,381	2,125	648	2005
Enfield, CT	52,875		424	2,424	512		473	2,154	2,627	1,074	2001
Gales Ferry, CT	54,905		240	2,697	1,690		489	3,660	4,149	2,178	1995
Manchester I, CT	46,925		540	3,096	569		563	2,666	3,229	1,253	2002
Manchester II, CT	52,725		996	1,730	451		996	1,579	2,575	642	2005
Manchester III, CT	60,103		671	3,308	200		671	3,508	4,179	795	2014
Milford, CT	44,885		87	1,050	1,368		274	1,914	2,188	1,032	1996
Monroe, CT	63,700		2,004	3,483	946		2,004	3,089	5,093	1,296	2005
Mystic, CT	50,850		136	1,645	2,198		410	3,068	3,478	1,701	1996
Newington I, CT	42,270		1,059	1,840	315		1,059	1,547	2,606	646	2005
Newington II, CT	35,640		911	1,584	372		911	1,412	2,323	593	2005
Norwalk I, CT	30,166		646	3,187	70		646	3,241	3,887	872	2012
Norwalk II, CT	82,225		1,171	15,422	467		1,171	15,889	17,060	2,104	2016
Old Saybrook I, CT	86,975		3,092	5,374	743		3,092	4,228	7,320	1,753	2005
Old Saybrook II, CT	26,425		1,135	1,973	302		1,135	1,579	2,714	678	2005
Shelton, CT	78,405		1,613	9,032	571		1,613	8,519	10,132	2,464	2011
South Windsor, CT	72,075		90	1,127	1,560		272	2,281	2,553	1,264	1996
Stamford, CT	28,907		1,941	3,374	207		1,941	2,471	4,412	993	2005
Wilton, CT	84,526		2,409	12,261	816		2,421	13,137	15,558	3,664	2012
Washington I, DC	62,685		871	12,759	1,045		894	11,079	11,973	4,432	2008
Washington II, DC	82,452		3,152	13,612	469		3,154	12,305	15,459	3,501	2011
Washington III, DC	78,215		4,469	15,438	121		4,469	15,559	20,028	2,248	2016
Washington IV, DC	71,948		6,359	20,417	274		6,369	20,681	27,050	1,754	2017
Washington V, DC	114,200		13,908	18,770	177		13,917	18,938	32,855	1,408	2018
Boca Raton, FL	37,968		529	3,054	1,677		813	3,621	4,434	1,770	2001
Boynton Beach I, FL	61,765		667	3,796	2,017		958	4,472	5,430	2,187	2001
Boynton Beach II, FL	61,484		1,030	2,968	621		1,030	2,864	3,894	1,166	2005
Boynton Beach III, FL	67,368		1,225	6,037	320		1,225	6,358	7,583	1,356	2014
Boynton Beach IV, FL	76,564		1,455	7,171	179		1,455	7,351	8,806	1,287	2015
Bradenton I, FL	68,389		1,180	3,324	458		1,170	2,962	4,132	1,196	2004
Bradenton II, FL	88,063		1,931	5,561	1,212	��	1,931	5,094	7,025	2,189	2004
Cape Coral I, FL	76,857		472	2,769	2,650		830	4,079	4,909	2,366	2000
Cape Coral II, FL	67,955		1,093	5,387	115		1,093	5,502	6,595	1,086	2014
Coconut Creek I, FL	78,846		1,189	5,863	205		1,189	6,031	7,220	1,597	2012
Coconut Creek II, FL	90,137		1,937	9,549	214		1,937	9,764	11,701	2,173	2014
Dania Beach, FL	180,776		3,584	10,324	1,827		3,584	9,589	13,173	4,123	2004
Dania, FL	58,315		205	2,068	1,775		481	3,143	3,624	1,758	1996
Davie, FL	80,985		1,268	7,183	1,372		1,373	6,263	7,636	2,905	2001
Deerfield Beach, FL	57,280		946	2,999	2,047		1,311	4,529	5,840	2,453	1998
Delray Beach I, FL	67,545		798	4,539	855		883	4,105	4,988	2,060	2001
Delray Beach II, FL	75,788		957	4,718	284		957	4,996	5,953	1,242	2013
Delray Beach III, FL	94,210		2,086	10,286	190		2,086	10,477	12,563	2,198	2014
Delray Beach IV, FL	97,208		2,208	14,384	37		2,208	14,421	16,629	1,346	2017
Edgewater, FL	98,375		1,362	12,251	1		1,362	12,252	13,614	—	2020
Ft. Lauderdale I, FL	70,343		937	3,646	2,641		1,384	5,597	6,981	2,964	1999
Ft. Lauderdale II, FL	49,662		862	4,250	112		862	4,364	5,226	985	2013
Ft. Myers I, FL	67,504		303	3,329	1,012		328	3,338	3,666	1,840	1999
Ft. Myers II, FL	83,325		1,030	5,080	189		1,030	5,269	6,299	1,117	2014
Ft. Myers III, FL	81,554		1,148	5,658	241		1,148	5,899	7,047	1,238	2014
Ft. Myers IV, FL	70,051		992	8,287	168		992	8,455	9,447	394	2019
Ft. Myers V, FL	62,370		950	7,763	129		950	7,892	8,842	366	2019
Jacksonville I, FL	79,735		1,862	5,362	216		1,862	4,399	6,261	1,698	2005
Jacksonville II, FL	65,129		950	7,004	228		950	5,675	6,625	2,372	2007
Jacksonville III, FL	65,780		860	7,409	1,081		1,670	6,078	7,748	2,538	2007
Jacksonville IV, FL	95,605		870	8,049	1,238		1,651	7,204	8,855	2,995	2007
Jacksonville V, FL	82,593		1,220	8,210	493		1,220	6,958	8,178	2,904	2007
Jacksonville VI, FL	70,795		755	3,725	170		755	3,894	4,649	777	2014
Kendall, FL	75,495		2,350	8,106	497		2,350	6,830	9,180	2,851	2007
Lake Worth I, FL	158,754		183	6,597	7,838		354	11,180	11,534	5,963	1998
Lake Worth II, FL	86,884		1,552	7,654	210		1,552	7,863	9,415	1,693	2014
Lake Worth III, FL	92,510		957	4,716	249		957	4,966	5,923	930	2015
Lakeland, FL	53,629		81	896	1,542		256	1,846	2,102	922	1994
Leisure City, FL	56,185		409	2,018	277		409	2,283	2,692	609	2012
Lutz I, FL	71,595		901	2,478	463		901	2,323	3,224	939	2004
Lutz II, FL	69,232		992	2,868	440		992	2,546	3,538	1,072	2004
Margate I, FL	53,660		161	1,763	2,385		399	3,466	3,865	1,995	1996
Margate II, FL	65,380		132	1,473	2,215		383	3,052	3,435	1,569	1996
Merritt Island, FL	66,996		2,450	4,762	722		2,575	4,522	7,097	1,287	2002/2020
Miami I, FL	46,500		179	1,999	1,934		484	2,918	3,402	1,631	1996
Miami II, FL	66,860		253	2,544	1,965		561	3,670	4,231	2,002	1996
Miami III, FL	151,420		4,577	13,185	1,017		4,577	11,155	15,732	4,485	2005
Miami IV, FL	76,695		1,852	10,494	1,051		1,963	9,983	11,946	3,100	2011
Miramar, FL	80,080		1,206	5,944	190		1,206	6,132	7,338	1,475	2013
Naples I, FL	48,100		90	1,010	2,788		270	3,252	3,522	1,778	1996
Naples II, FL	65,850		148	1,652	4,425		558	5,377	5,935	3,006	1997
Naples III, FL	80,205		139	1,561	4,319		598	4,233	4,831	2,387	1997
Naples IV, FL	40,725		262	2,980	701		407	3,084	3,491	1,750	1998
New Smyrna Beach I, FL	87,504		1,261	6,215	350		1,261	6,564	7,825	1,290	2014
New Smyrna Beach II, FL	109,355		1,514	11,869	1		1,514	11,870	13,384	—	2020
North Palm Beach, FL	45,800		1,374	7,649	63		1,374	7,712	9,086	1,011	2017
Oakland Park, FL	63,706		3,007	10,145	59		3,007	10,204	13,211	900	2017
Ocoee, FL	76,150		1,286	3,705	344		1,286	3,188	4,474	1,256	2005
Orange City, FL	59,580		1,191	3,209	366		1,191	2,786	3,977	1,168	2004
Orlando II, FL	63,184		1,589	4,576	263		1,589	3,776	5,365	1,521	2005
Orlando III, FL	101,190		1,209	7,768	975		1,209	7,355	8,564	3,130	2006
Orlando IV, FL	76,801		633	3,587	207		633	3,290	3,923	1,064	2010
Orlando V, FL	75,377		950	4,685	149		950	4,780	5,730	1,234	2012
Orlando VI, FL	67,275		640	3,154	176		640	3,330	3,970	674	2014
Orlando VII, FL	78,610		896	9,142	211		896	9,353	10,249	287	2019
Orlando VIII, FL	126,225		2,208	12,685	1		2,208	12,686	14,894	—	2020

F-47

Table of Contents

Gross Carrying��Amount at

Initial Cost

Costs

December 31, 2019








Buildings

Subsequent



Buildings



Accumulated

Year

Square

&

to

&

Depreciation

Acquired/

Description

Footage

Encumbrances

Land

Improvements

Acquisition

Land

Improvements

Total

(A)

Developed

Palm Harbor, FL

82,685

2,457

16,178

71

2,387

16,319

18,706

1,686

2016

Pembroke Pines, FL

67,321

337

3,772

2,905

953

5,530

6,483

2,966

1997

Royal Palm Beach II, FL

81,178

1,640

8,607

340

1,640

7,284

8,924

2,834

2007

Sanford I, FL

61,810

453

2,911

241

453

2,584

3,037

1,010

2006

Sanford II, FL

69,875

1,003

4,944

251

1,003

5,194

6,197

877

2014

Sarasota, FL

71,142

333

3,656

1,516

529

3,955

4,484

1,979

1999

St. Augustine, FL

59,725

135

1,515

3,497

383

4,404

4,787

2,393

1996

St. Petersburg, FL

66,025

2,721

10,173

436

2,721

10,609

13,330

1,113

2016

Stuart, FL

87,486

324

3,625

3,272

685

5,904

6,589

3,169

1997

SW Ranches, FL

65,060

1,390

7,598

305

1,390

6,039

7,429

2,333

2007

Tampa I, FL

83,938

2,670

6,249

307

2,670

5,203

7,873

2,003

2007

Tampa II, FL

74,790

2,291

10,262

140

2,291

10,402

12,693

1,067

2016

West Palm Beach I, FL

66,831

719

3,420

1,864

835

4,034

4,869

1,835

2001

West Palm Beach II, FL

94,113

2,129

8,671

555

2,129

7,114

9,243

2,843

2004

West Palm Beach III, FL

77,410

804

3,962

138

804

4,100

4,904

921

2012

West Palm Beach IV, FL

102,722

1,499

7,392

333

1,499

7,724

9,223

1,402

2014

Winter Park I, FL

54,416

866

4,268

127

866

4,394

5,260

738

2014

Winter Park II, FL

71,363

1,897

9,286

1

1,897

9,287

11,184

22

2019

Winter Springs, FL

61,965

1,248

7,259

—

1,248

7,259

8,507

17

2019

Alpharetta, GA

90,501

806

4,720

1,032

917

4,045

4,962

1,843

2001

Atlanta I, GA

66,600

822

4,053

137

822

4,191

5,013

980

2012

Atlanta II, GA

81,665

1,890

11,579

4

1,890

11,583

13,473

145

2019

Austell, GA

83,655

1,635

4,711

447

1,643

4,502

6,145

1,788

2006

Decatur, GA

145,320

616

6,776

457

616

6,224

6,840

3,499

1998

Duluth, GA

70,885

373

2,044

258

373

1,976

2,349

533

2011

Lawrenceville, GA

73,890

546

2,903

472

546

2,945

3,491

807

2011

Lithia Springs, GA

73,200

748

5,552

425

719

6,006

6,725

759

2015

Norcross I, GA

85,320

514

2,930

1,082

632

3,087

3,719

1,355

2001

Norcross II, GA

52,595

366

2,025

241

366

1,979

2,345

552

2011

Norcross III, GA

46,955

938

4,625

94

938

4,719

5,657

1,181

2012

Norcross IV, GA

57,475

576

2,839

134

576

2,973

3,549

703

2012

Norcross V, GA

50,030

881

3,083

38

881

3,121

4,002

55

2019

Peachtree City I, GA

49,875

435

2,532

811

529

2,558

3,087

1,152

2001

Peachtree City II, GA

59,950

398

1,963

157

398

2,119

2,517

499

2012

Smyrna, GA

57,015

750

4,271

334

750

3,480

4,230

1,602

2001

Snellville, GA

80,000

1,660

4,781

392

1,660

4,510

6,170

1,773

2007

Suwanee I, GA

85,125

1,737

5,010

365

1,737

4,658

6,395

1,821

2007

Suwanee II, GA

79,590

800

6,942

152

622

5,877

6,499

2,267

2007

Villa Rica, GA

65,281

757

5,616

177

757

5,793

6,550

768

2015

Addison, IL

31,574

428

3,531

605

428

3,308

3,736

1,283

2004

Aurora, IL

73,985

644

3,652

264

644

3,058

3,702

1,189

2004

Bartlett, IL

51,395

931

2,493

356

931

2,215

3,146

874

2004

Bellwood, IL

86,500

1,012

5,768

1,186

1,012

5,216

6,228

2,315

2001

Blue Island, IL

55,125

633

3,120

92

633

3,212

3,845

493

2015

Bolingbrook, IL

82,575

1,675

8,254

209

1,675

8,463

10,138

1,415

2014

Chicago I, IL

95,792

2,667

13,118

1,044

2,667

14,161

16,828

2,430

2014

Chicago II, IL

78,835

833

4,035

98

833

4,134

4,967

685

2014

Chicago III, IL

84,890

2,427

11,962

834

2,427

12,796

15,223

2,206

2014

Chicago IV, IL

60,420

1,296

6,385

153

1,296

6,538

7,834

989

2015

Chicago V, IL

51,775

1,044

5,144

121

1,044

5,265

6,309

794

2015

Chicago VI, IL

71,748

1,596

9,535

76

1,596

9,611

11,207

1,067

2016

Chicago VII, IL

90,947

—

11,191

332

—

11,523

11,523

753

2017

Countryside, IL

97,658

2,607

12,684

265

2,607

12,951

15,558

2,147

2014

Des Plaines, IL

69,450

1,564

4,327

871

1,564

4,158

5,722

1,624

2004

Downers Grove, IL

71,625

1,498

13,153

60

1,498

13,213

14,711

1,497

2016

Elk Grove Village, IL

64,104

1,446

3,535

321

1,446

2,999

4,445

1,233

2004

Evanston, IL

57,715

1,103

5,440

290

1,103

5,729

6,832

1,234

2013

Glenview I, IL

100,085

3,740

10,367

599

3,740

8,539

12,279

3,349

2004

Glenview II, IL

30,844

725

3,144

73

725

3,217

3,942

113

2018

Gurnee, IL

80,300

1,521

5,440

440

1,521

4,606

6,127

1,818

2004

Hanover, IL

41,190

1,126

2,197

406

1,126

2,062

3,188

813

2004

Harvey, IL

60,090

869

3,635

502

869

3,255

4,124

1,229

2004

Joliet, IL

72,865

547

4,704

325

547

3,934

4,481

1,538

2004

Kildeer, IL

74,438

2,102

2,187

4,603

1,997

6,385

8,382

1,254

2004

Lombard, IL

58,728

1,305

3,938

1,055

1,305

4,021

5,326

1,622

2004

Maywood, IL

60,225

749

3,689

80

749

3,769

4,518

568

2015

Mount Prospect, IL

65,000

1,701

3,114

672

1,701

3,041

4,742

1,197

2004

Mundelein, IL

44,700

1,498

2,782

493

1,498

2,602

4,100

989

2004

North Chicago, IL

53,500

1,073

3,006

629

1,073

2,873

3,946

1,119

2004

Plainfield I, IL

53,900

1,770

1,715

373

1,740

1,636

3,376

630

2004

Plainfield II, IL

51,900

694

2,000

345

694

2,013

2,707

835

2005

Riverwoods, IL

73,883

1,585

7,826

93

1,585

7,919

9,504

747

2017

Schaumburg, IL

31,160

538

645

270

538

718

1,256

287

2004

Streamwood, IL

64,305

1,447

1,662

601

1,447

1,798

3,245

694

2004

Warrenville, IL

48,796

1,066

3,072

544

1,066

3,184

4,250

1,335

2005

Waukegan, IL

79,500

1,198

4,363

686

1,198

3,992

5,190

1,566

2004

West Chicago, IL

48,175

1,071

2,249

547

1,071

2,229

3,300

876

2004

Westmont, IL

53,400

1,155

3,873

341

1,155

3,315

4,470

1,287

2004

Wheeling I, IL

54,210

857

3,213

558

857

3,002

3,859

1,182

2004

Wheeling II, IL

67,825

793

3,816

626

793

3,537

4,330

1,418

2004

Woodridge, IL

50,257

943

3,397

373

943

2,980

3,923

1,146

2004

Schererville, IN

67,600

1,134

5,589

78

1,134

5,667

6,801

1,010

2014

Boston I, MA

33,286

538

3,048

291

538

2,908

3,446

846

2010

Boston II, MA

60,470

1,516

8,628

884

1,516

7,051

8,567

3,002

2002

Boston III, MA

108,205

3,211

15,829

765

3,211

16,594

19,805

2,788

2014

Brockton I, MA

59,993

577

4,394

1,225

577

5,619

6,196

718

2015

Brockton II, MA

69,375

1,900

3,520

3

1,900

3,523

5,423

65

2019

East Bridgewater, MA

35,905

1,039

4,748

2

1,039

4,750

5,789

76

2019

Fall River, MA

75,950

1,794

11,684

33

1,794

11,717

13,511

186

2019

Franklin, MA

63,405

2,034

5,704

3

2,034

5,707

7,741

100

2019

Haverhill, MA

60,589

669

6,610

227

669

6,837

7,506

887

2015

Holbrook, MA

56,100

1,688

8,033

2

1,688

8,035

9,723

137

2019

Lawrence, MA

34,672

585

4,737

275

585

5,012

5,597

672

2015


						Gross Carrying Amount at
			Initial Cost		Costs	December 31, 2020
				Buildings	Subsequent		Buildings		Accumulated	Year
	Square			&	to		&		Depreciation	Acquired/
Description	Footage	Encumbrances	Land	Improvements	Acquisition	Land	Improvements	Total	(A)	Developed
Oviedo, FL	49,236		440	2,824	667	440	2,814	3,254	1,251	2006
Palm Coast I, FL	47,400		555	2,735	136	555	2,871	3,426	659	2014
Palm Coast II, FL	128,690		1,511	7,450	455	1,511	7,906	9,417	1,797	2014
Palm Harbor, FL	82,685		2,457	16,178	420	2,387	16,668	19,055	2,143	2016
Pembroke Pines, FL	67,321		337	3,772	3,019	953	5,615	6,568	3,111	1997
Royal Palm Beach II, FL	81,178		1,640	8,607	349	1,640	7,294	8,934	3,074	2007
Sanford I, FL	61,810		453	2,911	245	453	2,588	3,041	1,092	2006
Sanford II, FL	69,875		1,003	4,944	255	1,003	5,198	6,201	1,054	2014
Sarasota, FL	71,142		333	3,656	1,527	529	3,964	4,493	2,102	1999
St. Augustine, FL	59,720		135	1,515	3,564	383	4,469	4,852	2,532	1996
St. Petersburg, FL	66,025		2,721	10,173	467	2,721	10,640	13,361	1,418	2016
Stuart, FL	87,456		324	3,625	3,317	685	5,943	6,628	3,364	1997
SW Ranches, FL	65,042		1,390	7,598	309	1,390	6,043	7,433	2,532	2007
Tampa I, FL	83,938		2,670	6,249	311	2,670	5,207	7,877	2,178	2007
Tampa II, FL	74,790		2,291	10,262	290	2,291	10,552	12,843	1,363	2016
Tampa III, FL	40,125		989	7,997	—	988	7,998	8,986	—	2020
West Palm Beach I, FL	66,831		719	3,420	1,905	835	4,069	4,904	1,954	2001
West Palm Beach II, FL	94,113		2,129	8,671	606	2,129	7,121	9,250	3,014	2004
West Palm Beach III, FL	77,410		804	3,962	148	804	4,106	4,910	1,054	2012
West Palm Beach IV, FL	102,722		1,499	7,392	362	1,499	7,753	9,252	1,663	2014
Winter Park I, FL	54,416		866	4,268	192	866	4,459	5,325	888	2014
Winter Park II, FL	95,938		1,897	9,286	176	1,897	9,462	11,359	298	2019
Winter Springs, FL	61,965		1,248	7,259	163	1,248	7,422	8,670	231	2019
Alpharetta, GA	90,501		806	4,720	1,117	917	4,126	5,043	1,956	2001
Atlanta I, GA	66,600		822	4,053	145	822	4,182	5,004	1,103	2012
Atlanta II, GA	81,565		1,890	11,579	10	1,890	11,589	13,479	492	2019
Austell, GA	83,655		1,635	4,711	476	1,643	4,531	6,174	1,943	2006
Decatur, GA	145,320		616	6,776	586	616	6,347	6,963	3,699	1998
Duluth, GA	70,885		373	2,044	652	373	2,370	2,743	607	2011
Lawrenceville, GA	73,890		546	2,903	552	546	3,024	3,570	912	2011
Lithia Springs, GA	73,200		748	5,552	469	719	6,049	6,768	970	2015
Norcross I, GA	85,320		514	2,930	1,108	632	3,104	3,736	1,448	2001
Norcross II, GA	52,595		366	2,025	256	366	1,989	2,355	617	2011
Norcross III, GA	46,955		938	4,625	109	938	4,733	5,671	1,335	2012
Norcross IV, GA	57,475		576	2,839	149	576	2,979	3,555	795	2012
Norcross V, GA	50,030		881	3,083	60	881	3,143	4,024	152	2019
Peachtree City I, GA	49,875		435	2,532	826	529	2,572	3,101	1,233	2001
Peachtree City II, GA	59,950		398	1,963	184	398	2,144	2,542	575	2012
Smyrna, GA	57,015		750	4,271	375	750	3,520	4,270	1,700	2001
Snellville, GA	80,050		1,660	4,781	437	1,660	4,554	6,214	1,923	2007
Suwanee I, GA	85,125		1,737	5,010	385	1,737	4,677	6,414	1,971	2007
Suwanee II, GA	79,590		800	6,942	165	622	5,888	6,510	2,457	2007
Villa Rica, GA	65,281		757	5,616	185	757	5,801	6,558	961	2015
Addison, IL	31,575		428	3,531	626	428	3,326	3,754	1,388	2004
Aurora, IL	73,985		644	3,652	308	644	3,101	3,745	1,280	2004
Bartlett, IL	51,395		931	2,493	445	931	2,303	3,234	943	2004
Bellwood, IL	86,500		1,012	5,768	1,197	1,012	5,219	6,231	2,469	2001
Blue Island, IL	55,125		633	3,120	147	633	3,267	3,900	602	2015
Bolingbrook, IL	83,315		1,675	8,254	219	1,675	8,473	10,148	1,695	2014
Chicago I, IL	95,942		2,667	13,118	1,079	2,667	14,197	16,864	2,923	2014
Chicago II, IL	79,815		833	4,035	109	833	4,145	4,978	820	2014
Chicago III, IL	84,825		2,427	11,962	862	2,427	12,823	15,250	2,647	2014
Chicago IV, IL	60,420		1,296	6,385	160	1,296	6,545	7,841	1,203	2015
Chicago V, IL	51,775		1,044	5,144	147	1,044	5,290	6,334	967	2015
Chicago VI, IL	71,748		1,596	9,535	80	1,596	9,615	11,211	1,361	2016
Chicago VII, IL	89,904		—	11,191	354	—	11,545	11,545	1,103	2017
Countryside, IL	97,648		2,607	12,684	643	2,607	13,328	15,935	2,583	2014
Des Plaines, IL	69,450		1,564	4,327	893	1,564	4,179	5,743	1,761	2004
Downers Grove, IL	71,625		1,498	13,153	347	1,498	13,500	14,998	1,909	2016
Elk Grove Village, IL	64,104		1,446	3,535	332	1,446	2,926	4,372	1,235	2004
Evanston, IL	57,740		1,103	5,440	537	1,103	5,976	7,079	1,430	2013
Glenview I, IL	100,085		3,740	10,367	626	3,740	8,560	12,300	3,582	2004
Glenview II, IL	30,844		725	3,144	107	725	3,251	3,976	223	2018
Gurnee, IL	80,300		1,521	5,440	455	1,521	4,548	6,069	1,878	2004
Hanover, IL	41,190		1,126	2,197	413	1,126	2,038	3,164	850	2004
Harvey, IL	60,090		869	3,635	616	869	3,348	4,217	1,318	2004
Joliet, IL	72,865		547	4,704	329	547	3,937	4,484	1,649	2004
Kildeer, IL	74,438		2,102	2,187	4,607	1,997	6,374	8,371	1,465	2004
Lombard, IL	58,728		1,305	3,938	1,078	1,305	3,891	5,196	1,602	2004
Maywood, IL	60,225		749	3,689	84	749	3,773	4,522	691	2015
Mount Prospect, IL	65,000		1,701	3,114	679	1,701	3,047	4,748	1,299	2004
Mundelein, IL	44,700		1,498	2,782	551	1,498	2,658	4,156	1,074	2004
North Chicago, IL	53,500		1,073	3,006	880	1,073	3,107	4,180	1,203	2004
Plainfield I, IL	53,900		1,770	1,715	377	1,740	1,638	3,378	679	2004
Plainfield II, IL	52,100		694	2,000	349	694	1,832	2,526	713	2005
Riverwoods, IL	73,883		1,585	7,826	97	1,585	7,923	9,508	1,021	2017
Schaumburg, IL	31,160		538	645	342	538	783	1,321	309	2004
Streamwood, IL	64,305		1,447	1,662	629	1,447	1,822	3,269	759	2004
Warrenville, IL	48,326		1,066	3,072	567	1,066	2,922	3,988	1,153	2005
Waukegan, IL	79,500		1,198	4,363	690	1,198	3,988	5,186	1,686	2004
West Chicago, IL	48,175		1,071	2,249	597	1,071	2,242	3,313	916	2004
Westmont, IL	53,400		1,155	3,873	345	1,155	3,319	4,474	1,384	2004
Wheeling I, IL	54,210		857	3,213	584	857	2,977	3,834	1,227	2004
Wheeling II, IL	67,825		793	3,816	655	793	3,476	4,269	1,440	2004
Woodridge, IL	50,252		943	3,397	422	943	3,027	3,970	1,235	2004
Schererville, IN	67,600		1,134	5,589	85	1,134	5,674	6,808	1,193	2014
Boston I, MA	33,286		538	3,048	295	538	2,912	3,450	947	2010
Boston II, MA	59,920		1,516	8,628	952	1,516	7,118	8,634	3,214	2002
Boston III, MA	108,205		3,211	15,829	835	3,211	16,664	19,875	3,346	2014
Brockton I, MA	59,993		577	4,394	1,270	577	5,664	6,241	940	2015
Brockton II, MA	69,375		1,900	3,520	26	1,900	3,546	5,446	179	2019
East Bridgewater, MA	35,905		1,039	4,748	15	1,039	4,763	5,802	207	2019
Fall River, MA	75,900		1,794	11,684	102	1,794	11,786	13,580	506	2019

F-48

Table of Contents


						Gross Carrying Amount at
			Initial Cost		Costs	December 31, 2020
				Buildings	Subsequent		Buildings		Accumulated	Year
	Square			&	to		&		Depreciation	Acquired/
Description	Footage	Encumbrances	Land	Improvements	Acquisition	Land	Improvements	Total	(A)	Developed
Franklin, MA	63,405		2,034	5,704	18	2,034	5,722	7,756	271	2019
Haverhill, MA	60,589		669	6,610	244	669	6,854	7,523	1,113	2015
Holbrook, MA	56,100		1,688	8,033	77	1,688	8,110	9,798	374	2019
Lawrence, MA	34,672		585	4,737	286	585	5,023	5,608	843	2015
Leominster, MA	54,048		90	1,519	2,701	338	3,572	3,910	1,893	1998
Medford, MA	58,705		1,330	7,165	359	1,330	6,032	7,362	2,379	2007
Milford, MA	44,950		1,222	6,638	7	1,222	6,645	7,867	296	2019
New Bedford, MA	69,775		1,653	9,950	47	1,653	9,997	11,650	425	2019
Stoneham, MA	62,200		1,558	7,679	324	1,558	8,003	9,561	1,952	2013
Tewksbury, MA	62,402		1,537	7,579	289	1,537	7,867	9,404	1,686	2014
Walpole, MA	75,040		634	13,069	583	634	13,652	14,286	1,763	2016
Waltham, MA	87,840		2,683	14,491	4	2,683	14,495	17,178	746	2019
Annapolis I, MD	92,302	5,283	2,643	13,938	132	2,643	14,070	16,713	1,504	2017
Annapolis II, MD	78,331		2,425	17,890	55	2,425	17,945	20,370	942	2019
Baltimore, MD	96,550		1,050	5,997	1,753	1,173	5,576	6,749	2,591	2001
Beltsville, MD	63,657		1,277	6,295	183	1,268	6,471	7,739	1,551	2013
California, MD	77,840		1,486	4,280	389	1,486	3,659	5,145	1,507	2004
Capitol Heights, MD	79,600		2,704	13,332	72	2,704	13,405	16,109	2,311	2015
Clinton, MD	84,225		2,182	10,757	172	2,182	10,925	13,107	2,473	2013
District Heights, MD	80,365		1,527	8,313	670	1,527	7,802	9,329	2,306	2011
Elkridge, MD	63,475		1,155	5,695	255	1,120	5,986	7,106	1,395	2013
Gaithersburg I, MD	87,045		3,124	9,000	642	3,124	7,533	10,657	3,109	2005
Gaithersburg II, MD	74,050		2,383	11,750	98	2,383	11,848	14,231	2,057	2015
Hyattsville, MD	52,830		1,113	5,485	159	1,113	5,621	6,734	1,348	2013
Jessup, MD	83,908		2,399	13,541	66	2,399	13,607	16,006	273	2020
Laurel, MD	162,896		1,409	8,035	4456	1,928	9,516	11,444	4,348	2001
Temple Hills I, MD	97,270		1,541	8,788	2759	1,800	8,990	10,790	4,294	2001
Temple Hills II, MD	84,325		2,229	10,988	100	2,229	11,089	13,318	2,442	2014
Timonium, MD	66,717		2,269	11,184	274	2,269	11,458	13,727	2,542	2014
Upper Marlboro, MD	62,240		1,309	6,455	163	1,309	6,598	7,907	1,596	2013
Bloomington, MN	101,028		1,598	12,298	374	1,598	12,672	14,270	1,526	2016
Belmont, NC	81,850		385	2,196	1,086	451	2,461	2,912	1,176	2001
Burlington I, NC	109,170		498	2,837	959	498	2,978	3,476	1,542	2001
Burlington II, NC	42,165		320	1,829	600	340	1,882	2,222	883	2001
Cary, NC	111,650		543	3,097	1,003	543	3,394	3,937	1,698	2001
Charlotte I, NC	69,000		782	4,429	1,788	1,068	4,761	5,829	2,130	2002
Charlotte II, NC	53,683		821	8,764	78	821	8,842	9,663	1,018	2016
Charlotte III, NC	69,037		1,974	8,211	98	1,974	8,309	10,283	596	2018
Charlotte IV, NC	37,700		721	1,425	6	721	1,431	2,152	80	2019
Cornelius, NC	59,546		2,424	4,991	1,133	2,424	6,124	8,548	1,008	2015
Pineville, NC	77,747		2,490	9,169	212	2,490	9,380	11,870	1,538	2015
Raleigh, NC	48,675		209	2,398	483	296	2,402	2,698	1,329	1998
Bayonne, NJ	96,938			23,007	11	—	23,018	23,018	1,564	2019
Bordentown, NJ	50,550		457	2,255	204	457	2,445	2,902	639	2012
Brick, NJ	54,910		234	2,762	1,769	485	3,681	4,166	2,062	1996
Cherry Hill I, NJ	51,700		222	1,260	254	222	1,291	1,513	402	2010
Cherry Hill II, NJ	65,450		471	2,323	351	471	2,637	3,108	675	2012
Clifton, NJ	105,550		4,346	12,520	821	4,340	10,494	14,834	4,050	2005
Cranford, NJ	90,656		290	3,493	3,004	779	5,301	6,080	2,911	1996
East Hanover, NJ	107,704		504	5,763	4,790	1,315	8,568	9,883	4,764	1996
Egg Harbor I, NJ	36,025		104	510	200	104	700	804	200	2010
Egg Harbor II, NJ	70,400		284	1,608	482	284	1,865	2,149	601	2010
Elizabeth, NJ	38,684		751	2,164	761	751	2,360	3,111	975	2005
Fairview, NJ	27,896		246	2,759	840	246	2,978	3,224	1,602	1997
Freehold, NJ	81,470		1,086	5,355	415	1,086	5,731	6,817	1,478	2012
Hamilton, NJ	70,550		1,885	5,430	574	1,893	5,231	7,124	2,232	2006
Hoboken I, NJ	38,584		1,370	3,947	1,002	1,370	3,808	5,178	1,575	2005
Hoboken II, NJ	85,178		19,854	26,529	34	19,867	26,550	46,417	499	2020
Linden, NJ	100,425		517	6,008	2,837	1,043	7,294	8,337	4,063	1996
Lumberton, NJ	96,025		987	4,864	332	987	5,152	6,139	1,364	2012
Morris Township, NJ	77,226		500	5,602	3,529	1,072	7,468	8,540	3,964	1997
Parsippany, NJ	84,705		475	5,322	6,293	844	10,258	11,102	4,100	1997
Rahway, NJ	83,121		1,486	7,326	752	1,486	8,079	9,565	1,968	2013
Randolph, NJ	52,565		855	4,872	1,653	1,108	4,835	5,943	2,217	2002
Ridgefield, NJ	67,803		1,810	8,925	460	1,810	9,385	11,195	1,639	2015
Roseland, NJ	53,569		1,844	9,759	462	1,844	10,221	12,065	1,667	2015
Sewell, NJ	59,226		484	2,766	1,480	706	3,168	3,874	1,557	2001
Somerset, NJ	57,335		1,243	6,129	624	1,243	6,751	7,994	1,755	2012
Whippany, NJ	92,070		2,153	10,615	680	2,153	11,295	13,448	2,714	2013
Albuquerque I, NM	65,927		1,039	3,395	474	1,039	2,743	3,782	1,081	2005
Albuquerque II, NM	58,798		1,163	3,801	447	1,163	3,020	4,183	1,194	2005
Albuquerque III, NM	57,536		664	2,171	443	664	1,860	2,524	759	2005
Henderson, NV	75,150		1,246	6,143	144	1,246	6,286	7,532	1,250	2014
Las Vegas I, NV	48,732		1,851	2,986	614	1,851	3,183	5,034	1,743	2006
Las Vegas II, NV	71,425		3,354	5,411	2,955	3,355	7,783	11,138	2,981	2006
Las Vegas III, NV	84,400		1,171	10,034	140	1,171	10,174	11,345	1,248	2016
Las Vegas IV, NV	90,527		1,116	8,575	398	1,116	8,973	10,089	1,180	2016
Las Vegas V, NV	107,226		1,460	9,560	198	1,460	9,758	11,218	1,164	2016
Las Vegas VI, NV	92,732		1,386	12,299	182	1,386	12,481	13,867	1,382	2016
Las Vegas VII, NV	94,525		1,575	11,483	216	1,575	11,699	13,274	759	2018
Las Vegas VIII, NV	59,565		2,186	13,334	1	2,186	13,335	15,521	31	2020
Baldwin, NY	61,355		1,559	7,685	692	1,559	8,376	9,935	1,499	2015
Brightwaters, NY	22,502		2,216	4,029	2	2,216	4,031	6,247	11	2020
Bronx I, NY	67,864		2,014	11,411	1,443	2,014	11,260	13,274	3,697	2010
Bronx II, NY	99,028		—	28,289	11,802	10,019	29,537	39,556	8,650	2011
Bronx III, NY	105,835		6,459	36,180	286	6,460	32,119	38,579	9,342	2011
Bronx IV, NY	77,015		—	22,074	179	—	19,597	19,597	5,716	2011
Bronx V, NY	54,704		—	17,556	279	—	15,724	15,724	4,595	2011
Bronx VI, NY	45,970		—	16,803	400	—	15,171	15,171	4,441	2011
Bronx VII, NY	78,700		—	22,512	246	—	22,866	22,866	6,426	2012
Bronx VIII, NY	30,550		1,245	6,137	406	1,251	6,572	7,823	1,830	2012
Bronx IX, NY	147,810	21,030	7,967	39,279	1,647	7,967	40,921	48,888	11,413	2012
Bronx X, NY	159,805	23,148	9,090	44,816	637	9,090	45,422	54,512	12,196	2012

F-49

Table of Contents

Gross Carrying Amount at

Initial Cost

Costs

December 31, 2019








Buildings

Subsequent



Buildings



Accumulated

Year

Square

&

to

&

Depreciation

Acquired/

Description

Footage

Encumbrances

Land

Improvements

Acquisition

Land

Improvements

Total

(A)

Developed

Leominster, MA

54,048

90

1,519

2,669

338

3,546

3,884

1,787

1998

Medford, MA

58,675

1,330

7,165

344

1,330

6,016

7,346

2,183

2007

Milford, MA

44,950

1,222

6,638

3

1,222

6,641

7,863

109

2019

New Bedford, MA

69,775

1,653

9,950

2

1,653

9,952

11,605

156

2019

Stoneham, MA

62,200

1,558

7,679

308

1,558

7,987

9,545

1,684

2013

Tewksbury, MA

62,402

1,537

7,579

283

1,537

7,861

9,398

1,425

2014

Walpole, MA

74,980

634

13,069

569

634

13,638

14,272

1,365

2016

Waltham, MA

87,840

2,683

14,491

—

2,683

14,491

17,174

218

2019

Annapolis I, MD

92,302

5,459

2,643

13,938

84

2,643

14,022

16,665

1,091

2017

Annapolis II, MD

76,765

2,425

17,890

50

2,425

17,940

20,365

427

2019

Baltimore, MD

93,750

1,050

5,997

1,711

1,173

5,543

6,716

2,422

2001

Beltsville, MD

63,657

1,277

6,295

139

1,268

6,442

7,710

1,354

2013

California, MD

77,840

1,486

4,280

365

1,486

3,634

5,120

1,400

2004

Capitol Heights, MD

79,600

2,704

13,332

62

2,704

13,394

16,098

1,883

2015

Clinton, MD

84,225

2,182

10,757

156

2,182

10,913

13,095

2,122

2013

District Heights, MD

80,365

1,527

8,313

656

1,527

7,844

9,371

2,099

2011

Elkridge, MD

63,475

1,155

5,695

251

1,120

5,982

7,102

1,192

2013

Gaithersburg I, MD

87,045

3,124

9,000

598

3,124

7,503

10,627

2,909

2005

Gaithersburg II, MD

74,100

2,383

11,750

90

2,383

11,840

14,223

1,675

2015

Hyattsville, MD

52,830

1,113

5,485

115

1,113

5,600

6,713

1,186

2013

Laurel, MD

162,896

1,409

8,035

4,001

1,928

9,163

11,091

4,154

2001

Temple Hills I, MD

97,270

1,541

8,788

2,669

1,800

8,908

10,708

4,038

2001

Temple Hills II, MD

84,325

2,229

10,988

81

2,229

11,069

13,298

2,087

2014

Timonium, MD

66,717

2,269

11,184

247

2,269

11,430

13,699

2,168

2014

Upper Marlboro, MD

62,240

1,309

6,455

112

1,309

6,565

7,874

1,397

2013

Bloomington, MN

100,928

1,598

12,298

351

1,598

12,649

14,247

1,164

2016

Belmont, NC

81,850

385

2,196

986

451

2,364

2,815

1,095

2001

Burlington I, NC

109,300

498

2,837

911

498

2,930

3,428

1,433

2001

Burlington II, NC

42,165

320

1,829

542

340

1,829

2,169

825

2001

Cary, NC

111,750

543

3,097

982

543

3,378

3,921

1,581

2001

Charlotte I, NC

69,000

782

4,429

1,779

1,068

4,753

5,821

1,987

2002

Charlotte II, NC

53,683

821

8,764

67

821

8,831

9,652

772

2016

Charlotte III, NC

69,037

1,974

8,211

86

1,974

8,297

10,271

340

2018

Charlotte IV, NC

37,700

721

1,425

2

721

1,427

2,148

29

2019

Cornelius, NC

59,270

2,424

4,991

1,113

2,424

6,104

8,528

790

2015

Pineville, NC

77,747

2,490

9,169

160

2,490

9,329

11,819

1,231

2015

Raleigh, NC

48,675

209

2,398

477

296

2,399

2,695

1,256

1998

Bayonne, NJ

96,867

—

23,007

—

—

23,007

23,007

670

2019

Bordentown, NJ

50,550

457

2,255

177

457

2,431

2,888

567

2012

Brick, NJ

54,910

234

2,762

1,765

485

3,677

4,162

1,940

1996

Cherry Hill I, NJ

51,700

222

1,260

240

222

1,279

1,501

356

2010

Cherry Hill II, NJ

65,450

471

2,323

330

471

2,653

3,124

616

2012

Clifton, NJ

105,550

4,346

12,520

815

4,340

11,654

15,994

4,877

2005

Cranford, NJ

91,280

290

3,493

2,928

779

5,226

6,005

2,725

1996

East Hanover, NJ

105,704

504

5,763

4,650

1,315

8,431

9,746

4,471

1996

Egg Harbor I, NJ

36,025

104

510

196

104

696

800

170

2010

Egg Harbor II, NJ

70,400

284

1,608

430

284

1,817

2,101

529

2010

Elizabeth, NJ

38,684

751

2,164

742

751

2,583

3,334

1,120

2005

Fairview, NJ

27,896

246

2,759

799

246

2,948

3,194

1,512

1997

Freehold, NJ

84,070

1,086

5,355

361

1,086

5,711

6,797

1,319

2012

Hamilton, NJ

70,550

1,885

5,430

527

1,893

5,188

7,081

2,063

2006

Hoboken, NJ

38,484

1,370

3,947

995

1,370

4,309

5,679

1,936

2005

Linden, NJ

100,425

517

6,008

2,741

1,043

7,201

8,244

3,814

1996

Lumberton, NJ

96,025

987

4,864

327

987

5,191

6,178

1,231

2012

Morris Township, NJ

76,026

500

5,602

3,404

1,072

7,358

8,430

3,732

1997

Parsippany, NJ

84,705

475

5,322

6,242

844

10,219

11,063

3,760

1997

Rahway, NJ

83,121

1,486

7,326

710

1,486

8,036

9,522

1,683

2013

Randolph, NJ

52,565

855

4,872

1,602

1,108

4,784

5,892

2,077

2002

Ridgefield, NJ

67,803

1,810

8,925

480

1,810

9,405

11,215

1,321

2015

Roseland, NJ

53,569

1,844

9,759

449

1,844

10,208

12,052

1,324

2015

Sewell, NJ

57,826

484

2,766

1,460

706

3,148

3,854

1,459

2001

Somerset, NJ

57,485

1,243

6,129

608

1,243

6,737

7,980

1,521

2012

Whippany, NJ

92,070

2,153

10,615

661

2,153

11,276

13,429

2,330

2013

Albuquerque I, NM

65,927

1,039

3,395

392

1,039

3,203

4,242

1,518

2005

Albuquerque II, NM

58,798

1,163

3,801

437

1,163

3,614

4,777

1,680

2005

Albuquerque III, NM

57,536

664

2,171

406

664

2,187

2,851

1,049

2005

Henderson, NV

75,150

1,246

6,143

124

1,246

6,266

7,512

1,043

2014

Las Vegas I, NV

48,732

1,851

2,986

604

1,851

3,177

5,028

1,615

2006

Las Vegas II, NV

49,570

3,354

5,411

623

3,355

5,452

8,807

2,694

2006

Las Vegas III, NV

84,600

1,171

10,034

133

1,171

10,167

11,338

962

2016

Las Vegas IV, NV

90,527

1,116

8,575

384

1,116

8,959

10,075

903

2016

Las Vegas V, NV

107,226

1,460

9,560

190

1,460

9,750

11,210

888

2016

Las Vegas VI, NV

92,732

1,386

12,299

175

1,386

12,474

13,860

1,039

2016

Las Vegas VII, NV

94,525

1,575

11,483

194

1,575

11,677

13,252

431

2018

Baldwin, NY

61,380

1,559

7,685

672

1,559

8,357

9,916

1,206

2015

Bronx I, NY

67,864

2,014

11,411

1,259

2,014

11,076

13,090

3,301

2010

Bronx II, NY

99,028

—

28,289

1,773

—

29,527

29,527

7,651

2011

Bronx III, NY

105,850

6,459

36,180

278

6,460

32,111

38,571

8,312

2011

Bronx IV, NY

74,415

—

22,074

163

—

19,582

19,582

5,088

2011

Bronx V, NY

54,704

—

17,556

261

—

15,706

15,706

4,087

2011

Bronx VI, NY

45,970

—

16,803

381

—

15,152

15,152

3,946

2011

Bronx VII, NY

78,700

7,805

—

22,512

235

—

22,856

22,856

5,692

2012

Bronx VIII, NY

30,550

2,740

1,245

6,137

353

1,251

6,520

7,771

1,607

2012

Bronx IX, NY

147,800

21,547

7,967

39,279

1,555

7,967

40,829

48,796

10,059

2012

Bronx X, NY

159,805

24,042

9,090

44,816

621

9,090

45,419

54,509

10,744

2012

Bronx XI, NY

46,425

—

17,130

384

—

17,516

17,516

2,696

2014

Bronx XII, NY

100,983

—

31,603

105

—

31,708

31,708

3,664

2016

Bronx XIII, NY

201,195

19,622

68,378

305

19,684

68,621

88,305

3,327

2018

Brooklyn I, NY

64,656

1,795

10,172

458

1,795

9,212

11,007

2,700

2010

Brooklyn II, NY

60,845

1,601

9,073

533

1,601

8,286

9,887

2,472

2010

Brooklyn III, NY

41,610

2,772

13,570

190

2,772

13,842

16,614

3,598

2011

Brooklyn IV, NY

37,560

2,283

11,184

219

2,284

11,465

13,749

2,990

2011

Brooklyn V, NY

47,070

2,374

11,636

149

2,374

11,838

14,212

3,065

2011


						Gross Carrying Amount at
			Initial Cost		Costs	December 31, 2020
				Buildings	Subsequent		Buildings		Accumulated	Year
	Square			&	to		&		Depreciation	Acquired/
Description	Footage	Encumbrances	Land	Improvements	Acquisition	Land	Improvements	Total	(A)	Developed
Bronx XI, NY	46,425		—	17,130	391	—	17,523	17,523	3,181	2014
Bronx XII, NY	100,945		—	31,603	114	—	31,717	31,717	4,716	2016
Bronx XIII, NY	199,459		19,622	68,378	1,193	19,684	69,509	89,193	6,184	2018
Bronx XIV, NY	110,630		—	49,649	1	—	49,650	49,650	—	2020
Brooklyn I, NY	64,631		1,795	10,172	475	1,795	9,226	11,021	3,004	2010
Brooklyn II, NY	60,845		1,601	9,073	578	1,601	8,331	9,932	2,750	2010
Brooklyn III, NY	41,610		2,772	13,570	208	2,772	13,860	16,632	4,045	2011
Brooklyn IV, NY	37,560		2,283	11,184	282	2,284	11,529	13,813	3,364	2011
Brooklyn V, NY	47,070		2,374	11,636	164	2,374	11,853	14,227	3,446	2011
Brooklyn VI, NY	74,180		4,210	20,638	180	4,211	20,925	25,136	6,081	2011
Brooklyn VII, NY	72,725		5,604	27,452	473	5,604	28,090	33,694	8,151	2011
Brooklyn VIII, NY	61,525		4,982	24,561	273	4,982	24,834	29,816	5,257	2014
Brooklyn IX, NY	46,950		2,966	14,620	314	2,966	14,935	17,901	3,158	2014
Brooklyn X, NY	55,913		3,739	7,703	3,154	4,885	9,710	14,595	1,695	2015
Brooklyn XI, NY	110,025		10,093	35,385	256	10,093	35,641	45,734	5,212	2016
Brooklyn XII, NY	131,813		7,249	40,230	43	7,250	40,272	47,522	4,149	2017
Brooklyn XIII, NY	89,580		16,159	27,974	2	16,159	27,976	44,135	622	2020
Brooklyn XIV, NY	77,496		—	22,671	20	—	22,691	22,691	—	2020
Brooklyn XV, NY	70,025	15,713	31,031	28,476	21	31,031	28,497	59,528	—	2020
College Point, NY	131,382		39,273	49,781	21	39,273	49,802	89,075	—	2020
Flushing I, NY	64,995		17,177	17,356	123	17,177	17,479	34,656	1,018	2018
Flushing II, NY	168,069	54,300	54,458	98,876	21	54,458	98,897	153,355	—	2020
Holbrook, NY	60,372		2,029	10,737	97	2,029	10,834	12,863	1,763	2015
Jamaica I, NY	91,483		2,043	11,658	3,092	2,043	12,015	14,058	5,543	2001
Jamaica II, NY	92,780		5,391	26,413	462	5,391	27,018	32,409	7,884	2011
Long Island City I, NY	88,800		5,700	28,101	284	5,700	28,385	34,085	5,465	2014
Long Island City II, NY	66,069	19,094	23,927	30,005	21	23,928	30,025	53,953	—	2020
Long Island City III, NY	81,430	19,106	—	42,044	20	—	42,064	42,064	—	2020
Long Island City IV, NY	67,855	12,852	21,389	26,622	21	21,389	26,643	48,032	—	2020
New Rochelle I, NY	44,076		1,673	4,827	1,242	1,673	4,958	6,631	2,026	2005
New Rochelle II, NY	63,385		3,167	2,713	481	3,762	18,953	22,715	5,311	2012
New York, NY	95,050	29,981	42,022	38,753	414	42,022	39,167	81,189	3,796	2017
North Babylon, NY	78,350		225	2,514	4,271	568	5,632	6,200	3,102	1998
Queens I, NY	82,875		5,158	12,339	1,212	5,160	13,549	18,709	2,419	2015
Queens II, NY	90,548		6,208	25,815	532	6,208	26,347	32,555	4,478	2016
Queens III, NY	87,168		13,663	32,025	270	13,663	32,295	45,958	2,347	2019
Riverhead, NY	38,690		1,068	1,149	240	1,068	876	1,944	366	2005
Southold, NY	59,945		2,079	2,238	363	2,079	1,753	3,832	738	2005
Staten Island, NY	96,573		1,919	9,463	960	1,919	10,423	12,342	2,520	2013
Tuckahoe, NY	51,248		2,363	17,411	374	2,363	12,014	14,377	3,496	2011
West Hempstead, NY	83,395		2,237	11,030	283	2,237	11,276	13,513	2,959	2012
White Plains, NY	85,894		3,295	18,049	1,303	3,295	16,854	20,149	5,142	2011
Woodhaven, NY	50,435		2,015	11,219	314	2,015	10,235	12,250	2,943	2011
Wyckoff, NY	60,440		1,961	11,113	453	1,961	10,081	12,042	3,208	2010
Yorktown, NY	78,909		2,382	11,720	245	2,382	11,979	14,361	3,504	2011
Cleveland I, OH	46,000		525	2,592	400	524	2,249	2,773	876	2005
Cleveland II, OH	58,325		290	1,427	274	289	1,227	1,516	492	2005
Columbus I, OH	71,905		1,234	3,151	191	1,239	2,867	4,106	1,396	2006
Columbus II, OH	36,809		769	3,788	433	769	4,221	4,990	845	2014
Columbus III, OH	51,200		326	1,607	142	326	1,750	2,076	363	2014
Columbus IV, OH	61,150		443	2,182	165	443	2,346	2,789	476	2014
Columbus V, OH	73,325		838	4,128	168	838	4,296	5,134	857	2014
Columbus VI, OH	63,525		701	3,454	280	701	3,734	4,435	726	2014
Grove City, OH	89,290		1,756	4,485	386	1,761	4,250	6,011	1,996	2006
Hilliard, OH	89,290		1,361	3,476	376	1,366	3,364	4,730	1,592	2006
Lakewood, OH	39,332		405	854	711	405	474	879	209	1989
Lewis Center, OH	76,224		1,056	5,206	163	1,056	5,369	6,425	1,076	2014
Middleburg Heights, OH	93,200		63	704	2,481	332	2,510	2,842	1,337	1980
North Olmsted I, OH	48,672		63	704	1,665	214	1,861	2,075	1,010	1979
North Olmsted II, OH	47,850		290	1,129	1,318	469	1,019	1,488	775	1988
North Randall, OH	80,297		515	2,323	3,333	898	4,036	4,934	2,047	1998
Reynoldsburg, OH	67,245		1,290	3,295	452	1,295	3,286	4,581	1,564	2006
Strongsville, OH	43,683		570	3,486	460	570	3,111	3,681	1,346	2007
Warrensville Heights, OH	90,281		525	766	3,325	935	3,468	4,403	1,845	1980
Westlake, OH	62,700		509	2,508	358	508	2,081	2,589	828	2005
Conshohocken, PA	81,285		1,726	8,508	377	1,726	8,832	10,558	2,301	2012
Exton, PA	57,750		541	2,668	263	519	2,919	3,438	746	2012
Langhorne, PA	64,838		1,019	5,023	619	1,019	5,641	6,660	1,479	2012
Levittown, PA	77,815		926	5,296	1,407	926	4,983	5,909	2,402	2001
Malvern, PA	18,820		2,959	18,198	1,976	2,959	20,115	23,074	3,855	2013
Montgomeryville, PA	84,145		975	4,809	486	975	5,233	6,208	1,350	2012
Norristown, PA	74,560		662	3,142	2,478	638	5,750	6,388	1,374	2011
Philadelphia I, PA	96,864		1,461	8,334	3,028	1,461	8,011	9,472	3,574	2001
Philadelphia II, PA	68,279		1,012	4,990	333	1,012	5,323	6,335	1,174	2014
Exeter, RI	41,275		547	2,697	380	547	3,077	3,624	597	2014
Johnston, RI	77,275		1,061	5,229	166	1,061	5,395	6,456	1,067	2014
Wakefield, RI	47,895		823	4,058	219	823	4,278	5,101	828	2014
Charleston I, SC	58,840		606	1,763	181	606	1,944	2,550	100	2019
Charleston II, SC	40,950		570	1,986	95	570	2,081	2,651	98	2019
Goose Creek I, SC	52,475		771	5,307	77	771	5,384	6,155	233	2019
Goose Creek II, SC	41,419		409	2,641	139	409	2,780	3,189	111	2019
Mount Pleasant, SC	72,671		1,434	9,826	57	1,434	9,883	11,317	435	2019
North Charleston I, SC	54,955		755	5,349	38	755	5,387	6,142	233	2019
North Charleston II, SC	56,895		809	2,129	41	809	2,170	2,979	109	2019
North Charleston III, SC	54,184		763	2,038	94	763	2,132	2,895	107	2019
Woonsocket, RI	79,100		1,049	5,172	563	1,049	5,734	6,783	1,103	2014
Antioch, TN	75,985		588	4,906	464	588	3,935	4,523	1,534	2005
Nashville I, TN	108,490		405	3,379	1,237	405	3,569	3,974	1,359	2005
Nashville II, TN	83,174		593	4,950	379	593	3,962	4,555	1,556	2005
Nashville III, TN	101,525		416	3,469	611	416	3,744	4,160	1,743	2006
Nashville IV, TN	102,450		992	8,274	574	992	7,603	8,595	3,617	2006
Nashville V, TN	74,560	2,261	895	4,311	926	895	5,238	6,133	1,149	2015
Nashville VI, TN	72,416		2,749	7,702	276	2,749	7,978	10,727	1,304	2015

~~F-49~~F-50

Table of Contents

Gross Carrying Amount at

Initial Cost

Costs

December 31, 2019








Buildings

Subsequent



Buildings



Accumulated

Year

Square

&

to

&

Depreciation

Acquired/

Description

Footage

Encumbrances

Land

Improvements

Acquisition

Land

Improvements

Total

(A)

Developed

Brooklyn VI, NY

74,180

4,210

20,638

170

4,211

20,915

25,126

5,410

2011

Brooklyn VII, NY

72,725

5,604

27,452

460

5,604

28,077

33,681

7,242

2011

Brooklyn VIII, NY

61,525

4,982

24,561

147

4,982

24,708

29,690

4,462

2014

Brooklyn IX, NY

46,980

2,966

14,620

168

2,966

14,789

17,755

2,672

2014

Brooklyn X, NY

55,913

3,739

7,703

3,133

4,885

9,690

14,575

1,336

2015

Brooklyn XI, NY

110,050

10,093

35,385

250

10,093

35,635

45,728

4,163

2016

Brooklyn XII, NY

131,813

7,249

40,230

29

7,250

40,258

47,508

2,697

2017

Flushing, NY

64,995

17,177

17,356

85

17,177

17,441

34,618

527

2018

Holbrook, NY

60,372

2,029

10,737

81

2,029

10,818

12,847

1,414

2015

Jamaica I, NY

89,735

2,043

11,658

2,776

2,043

11,698

13,741

5,133

2001

Jamaica II, NY

92,780

5,391

26,413

445

5,391

27,001

32,392

7,007

2011

Long Island City, NY

88,800

5,700

28,101

284

5,700

28,385

34,085

4,554

2014

New Rochelle I, NY

44,076

1,673

4,827

1,227

1,673

5,394

7,067

2,288

2005

New Rochelle II, NY

63,385

3,167

2,713

470

3,762

18,944

22,706

4,696

2012

New York, NY

94,944

30,588

42,022

38,753

148

42,022

38,901

80,923

2,661

2017

North Babylon, NY

78,350

225

2,514

4,237

568

5,598

6,166

2,938

1998

Patchogue, NY

47,759

1,141

5,624

90

1,141

5,714

6,855

941

2014

Queens I, NY

82,875

5,158

12,339

1,203

5,160

13,540

18,700

1,916

2015

Queens II, NY

90,578

6,208

25,815

508

6,208

26,323

32,531

3,538

2016

Queens III, NY

80,566

13,663

32,025

—

13,663

32,025

45,688

1,002

2019

Riverhead, NY

38,490

1,068

1,149

234

1,068

1,104

2,172

569

2005

Southold, NY

59,945

2,079

2,238

355

2,079

2,189

4,268

1,120

2005

Staten Island, NY

96,573

1,919

9,463

938

1,919

10,401

12,320

2,153

2013

Tuckahoe, NY

51,358

2,363

17,411

349

2,363

11,989

14,352

3,103

2011

West Hempstead, NY

83,395

2,237

11,030

276

2,237

11,304

13,541

2,625

2012

White Plains, NY

85,924

3,295

18,049

1,043

3,295

16,595

19,890

4,594

2011

Woodhaven, NY

50,455

2,015

11,219

236

2,015

10,158

12,173

2,610

2011

Wyckoff, NY

60,440

1,961

11,113

408

1,961

10,036

11,997

2,875

2010

Yorktown, NY

78,879

2,382

11,720

230

2,382

11,963

14,345

3,115

2011

Cleveland I, OH

46,000

525

2,592

365

524

2,607

3,131

1,191

2005

Cleveland II, OH

58,325

290

1,427

263

289

1,437

1,726

672

2005

Columbus I, OH

71,905

1,234

3,151

165

1,239

2,841

4,080

1,291

2006

Columbus II, OH

36,659

769

3,788

387

769

4,175

4,944

693

2014

Columbus III, OH

51,200

326

1,607

138

326

1,746

2,072

301

2014

Columbus IV, OH

60,950

443

2,182

158

443

2,339

2,782

394

2014

Columbus V, OH

73,325

838

4,128

161

838

4,289

5,127

713

2014

Columbus VI, OH

63,525

701

3,454

155

701

3,609

4,310

601

2014

Grove City, OH

89,290

1,756

4,485

330

1,761

4,194

5,955

1,846

2006

Hilliard, OH

89,290

1,361

3,476

365

1,366

3,354

4,720

1,469

2006

Lakewood, OH

39,332

405

854

701

405

1,397

1,802

1,098

1989

Lewis Center, OH

76,224

1,056

5,206

159

1,056

5,364

6,420

898

2014

Middleburg Heights, OH

93,200

63

704

2,449

332

2,482

2,814

1,245

1980

North Olmsted I, OH

48,672

63

704

1,607

214

1,809

2,023

945

1979

North Olmsted II, OH

47,850

290

1,129

1,294

469

2,096

2,565

1,815

1988

North Randall, OH

80,297

515

2,323

3,282

898

3,994

4,892

1,933

1998

Reynoldsburg, OH

67,245

1,290

3,295

392

1,295

3,233

4,528

1,450

2006

Strongsville, OH

43,683

570

3,486

438

570

3,089

3,659

1,234

2007

Warrensville Heights, OH

90,281

525

766

3,312

935

3,463

4,398

1,732

1980

Westlake, OH

62,750

509

2,508

336

508

2,453

2,961

1,152

2005

Conshohocken, PA

81,285

1,726

8,508

350

1,726

8,851

10,577

2,054

2012

Exton, PA

57,750

541

2,668

259

519

2,949

3,468

676

2012

Langhorne, PA

64,838

1,019

5,023

615

1,019

5,638

6,657

1,276

2012

Levittown, PA

77,730

926

5,296

1,403

926

4,978

5,904

2,250

2001

Malvern, PA

18,820

2,959

18,198

1,753

2,959

19,949

22,908

3,289

2013

Montgomeryville, PA

84,145

975

4,809

469

975

5,272

6,247

1,223

2012

Norristown, PA

61,521

662

3,142

1,100

638

4,372

5,010

1,168

2011

Philadelphia I, PA

96,639

1,461

8,334

2,980

1,461

7,967

9,428

3,290

2001

Philadelphia II, PA

68,279

1,012

4,990

318

1,012

5,308

6,320

990

2014

Exeter, RI

41,275

547

2,697

167

547

2,864

3,411

486

2014

Johnston, RI

77,275

1,061

5,229

132

1,061

5,362

6,423

890

2014

Wakefield, RI

47,895

823

4,058

204

823

4,263

5,086

684

2014

Charleston I, SC

58,840

606

1,763

30

606

1,793

2,399

34

2019

Charleston II, SC

40,950

570

1,986

4

570

1,990

2,560

34

2019

Goose Creek I, SC

52,475

771

5,307

3

771

5,310

6,081

84

2019

Goose Creek II, SC

41,419

409

2,641

134

409

2,775

3,184

27

2019

Mount Pleasant, SC

72,671

1,434

9,826

46

1,434

9,872

11,306

159

2019

North Charleston I, SC

54,755

755

5,349

2

755

5,351

6,106

85

2019

North Charleston II, SC

56,885

809

2,129

9

809

2,138

2,947

39

2019

North Charleston III, SC

54,424

763

2,038

54

763

2,092

2,855

37

2019

Woonsocket, RI

79,100

1,049

5,172

517

1,049

5,688

6,737

900

2014

Antioch, TN

75,985

588

4,906

395

588

4,533

5,121

2,043

2005

Nashville I, TN

108,490

405

3,379

1,148

405

3,939

4,344

1,654

2005

Nashville II, TN

83,174

593

4,950

365

593

4,621

5,214

2,068

2005

Nashville III, TN

101,525

416

3,469

458

416

3,590

4,006

1,596

2006

Nashville IV, TN

102,450

992

8,274

545

992

7,574

8,566

3,357

2006

Nashville V, TN

74,560

2,313

895

4,311

892

895

5,203

6,098

901

2015

Nashville VI, TN

72,416

2,749

8,443

174

2,749

8,617

11,366

1,128

2015

Nashville VII, TN

65,681

1,116

8,592

3

1,116

8,595

9,711

139

2019

Nashville VIII, TN

71,234

1,363

8,820

5

1,363

8,825

10,188

144

2019

Allen, TX

62,170

714

3,519

140

714

3,660

4,374

877

2012

Austin I, TX

59,645

2,239

2,038

324

2,239

2,013

4,252

877

2005

Austin II, TX

64,310

734

3,894

489

738

3,819

4,557

1,570

2006

Austin III, TX

70,585

1,030

5,468

365

1,035

5,170

6,205

2,130

2006

Austin IV, TX

65,258

862

4,250

473

862

4,723

5,585

884

2014

Austin V, TX

67,850

1,050

5,175

332

1,050

5,507

6,557

946

2014

Austin VI, TX

63,150

1,150

5,669

337

1,150

6,007

7,157

1,014

2014

Austin VII, TX

71,023

1,429

6,263

363

1,429

6,626

8,055

857

2015

Austin VIII, TX

61,038

2,935

7,007

76

2,935

7,083

10,018

944

2016

Austin IX, TX

78,498

1,321

9,643

48

1,321

9,691

11,012

646

2018

Carrollton, TX

77,380

661

3,261

152

661

3,413

4,074

775

2012

Cedar Park, TX

86,725

3,350

7,950

439

3,350

8,389

11,739

1,068

2016

College Station, TX

26,550

812

740

224

813

777

1,590

332

2005

Cypress, TX

58,161

360

1,773

213

360

1,986

2,346

478

2012

~~F-50~~

~~Table of Contents~~


						Gross Carrying Amount at											Gross Carrying Amount at
			Initial Cost		Costs	December 31, 2019								Initial Cost		Costs	December 31, 2020
				Buildings	Subsequent		Buildings		Accumulated	Year					Buildings	Subsequent		Buildings		Accumulated	Year
	Square			&	to		&		Depreciation	Acquired/	Square				&	to		&		Depreciation	Acquired/
Description	Footage	Encumbrances	Land	Improvements	Acquisition	Land	Improvements	Total	(A)	Developed	Footage		Encumbrances	Land	Improvements	Acquisition	Land	Improvements	Total	(A)	Developed
Nashville VII, TN											65,681			1,116	8,592	20	1,116	8,612	9,728	378	2019
Nashville VIII, TN											71,234			1,363	8,820	21	1,363	8,841	10,204	391	2019
Allen, TX											62,330			714	3,519	149	714	3,656	4,370	988	2012
Austin I, TX											59,645			2,239	2,038	344	2,239	1,787	4,026	701	2005
Austin II, TX											64,310			734	3,894	580	738	3,910	4,648	1,703	2006
Austin III, TX											70,585			1,030	5,468	377	1,035	5,139	6,174	2,255	2006
Austin IV, TX											65,258			862	4,250	536	862	4,786	5,648	1,056	2014
Austin V, TX											67,850			1,050	5,175	363	1,050	5,539	6,589	1,137	2014
Austin VI, TX											63,150			1,150	5,669	353	1,150	6,023	7,173	1,220	2014
Austin VII, TX											71,023			1,429	6,263	380	1,429	6,642	8,071	1,085	2015
Austin VIII, TX											61,038			2,935	7,007	102	2,935	7,109	10,044	1,205	2016
Austin IX, TX											78,505			1,321	9,643	63	1,321	9,706	11,027	985	2018
Austin X, TX											85,225			1,365	8,310	2	1,366	8,311	9,677	44	2020
Carrollton, TX											77,430			661	3,261	174	661	3,423	4,084	879	2012
Cedar Park, TX											86,725			3,350	7,950	443	3,350	8,393	11,743	1,372	2016
College Station, TX											26,550			812	740	252	813	709	1,522	263	2005
Cypress, TX											58,201			360	1,773	217	360	1,968	2,328	531	2012
Dallas I, TX	58,582		2,475	2,253	510	2,475	2,284	4,759	1,006	2005	58,582			2,475	2,253	533	2,475	2,034	4,509	816	2005
Dallas II, TX	76,673		940	4,635	258	940	4,894	5,834	980	2013	76,673			940	4,635	263	940	4,899	5,839	1,149	2013
Dallas III, TX	83,020		2,608	12,857	341	2,608	13,198	15,806	2,148	2014	82,920			2,608	12,857	661	2,608	13,518	16,126	2,590	2014
Dallas IV, TX	114,300		2,369	11,850	97	2,369	11,947	14,316	1,838	2015	116,513			2,369	11,850	219	2,369	12,068	14,437	2,230	2015
Dallas V, TX	54,430		—	11,604	102	—	11,706	11,706	1,665	2015	54,400			—	11,604	111	—	11,717	11,717	2,045	2015
Denton, TX	61,446		553	2,936	538	569	2,978	3,547	1,121	2006	64,446			553	2,936	711	569	3,151	3,720	1,233	2006
Fort Worth I, TX	50,066		1,253	1,141	378	1,253	1,280	2,533	546	2005	50,066			1,253	1,141	382	1,253	1,146	2,399	459	2005
Fort Worth II, TX	72,900		868	4,607	419	874	4,355	5,229	1,829	2006	72,900			868	4,607	457	874	4,393	5,267	1,973	2006
Fort Worth III, TX	80,645		1,000	4,928	205	1,000	5,133	6,133	799	2015	82,395			1,000	4,928	350	1,000	5,279	6,279	978	2015
Fort Worth IV, TX	77,329		1,274	7,693	39	1,274	7,732	9,006	934	2016	77,329			1,274	7,693	46	1,274	7,739	9,013	1,190	2016
Fort Worth V, TX	79,322		1,271	5,485	73	1,271	5,558	6,829	27	2019	78,675			1,271	5,485	88	1,271	5,573	6,844	191	2019
Frisco I, TX	52,594		1,093	3,148	221	1,093	2,911	4,004	1,269	2005	52,894			1,093	3,148	267	1,093	2,666	3,759	1,062	2005
Frisco II, TX	71,039		1,564	4,507	277	1,564	4,168	5,732	1,799	2005	71,011			1,564	4,507	292	1,564	3,765	5,329	1,500	2005
Frisco III, TX	74,265		1,147	6,088	690	1,154	5,967	7,121	2,453	2006	76,281			1,147	6,088	777	1,154	6,053	7,207	2,659	2006
Frisco IV, TX	74,635		719	4,072	345	719	3,821	4,540	1,115	2010	74,875			719	4,072	427	719	3,903	4,622	1,249	2010
Frisco V, TX	74,215		1,159	5,714	157	1,159	5,871	7,030	1,099	2014	74,165			1,159	5,714	184	1,159	5,897	7,056	1,296	2014
Frisco VI, TX	69,176		1,064	5,247	178	1,064	5,425	6,489	920	2014	69,176			1,064	5,247	182	1,064	5,429	6,493	1,103	2014
Garland I, TX	70,100		751	3,984	687	767	4,077	4,844	1,683	2006	70,100			751	3,984	780	767	4,169	4,936	1,831	2006
Garland II, TX	68,425		862	4,578	328	862	4,309	5,171	1,727	2006	68,425			862	4,578	358	862	4,338	5,200	1,869	2006
Grapevine, TX	77,019		1,211	8,559	134	1,211	8,693	9,904	1,042	2016	77,094			1,211	8,559	149	1,211	8,708	9,919	1,330	2016
Houston III, TX	61,590		575	524	495	576	906	1,482	400	2005	61,590			575	524	545	576	884	1,460	372	2005
Houston IV, TX	43,750		960	875	740	961	1,414	2,375	572	2005	43,750			960	875	775	961	1,342	2,303	535	2005
Houston V, TX	121,189		1,153	6,122	1,825	991	7,197	8,188	2,707	2006	121,189			1,153	6,122	2,055	991	7,427	8,418	3,006	2006
Houston VI, TX	54,690		575	524	5,863	983	5,064	6,047	1,380	2011	54,690			575	524	5,867	983	5,067	6,050	1,549	2011
Houston VII, TX	46,991		681	3,355	194	681	3,548	4,229	905	2012	46,981			681	3,355	199	681	3,554	4,235	1,024	2012
Houston VIII, TX	54,203		1,294	6,377	394	1,294	6,772	8,066	1,630	2012	54,078			1,294	6,377	507	1,294	6,860	8,154	1,837	2012
Houston IX, TX	51,208		296	1,459	210	296	1,668	1,964	401	2012	51,208			296	1,459	215	296	1,657	1,953	449	2012
Houston X, TX	95,789		5,267	12,667	14	5,267	12,681	17,948	605	2018	95,529			5,267	12,667	28	5,267	12,695	17,962	987	2018
Houston XI, TX	80,930		5,616	15,330	105	5,616	15,435	21,051	528	2018	80,930			5,616	15,330	122	5,616	15,452	21,068	954	2018
Humble, TX	70,700		706	5,727	134	706	5,861	6,567	772	2015	70,700	��		706	5,727	144	706	5,871	6,577	965	2015
Katy, TX	71,118		1,329	6,552	94	1,329	6,648	7,977	1,290	2013	71,118			1,329	6,552	103	1,329	6,656	7,985	1,505	2013
Keller, TX	88,685		1,330	7,960	351	1,331	7,696	9,027	2,079	2006/2017	89,035			1,330	7,960	358	1,331	7,703	9,034	2,329	2006/2017
Lewisville I, TX	67,340		476	2,525	543	492	2,630	3,122	1,052	2006	67,265			476	2,525	552	492	2,638	3,130	1,147	2006
Lewisville II, TX	127,659		1,464	7,217	520	1,464	7,736	9,200	1,580	2013	128,241			1,464	7,217	563	1,464	7,780	9,244	1,849	2013
Lewisville III, TX	93,855		1,307	15,025	245	1,307	15,270	16,577	1,662	2016	93,855			1,307	15,025	286	1,307	15,311	16,618	2,084	2016
Little Elm I, TX	60,015		892	5,529	142	892	5,671	6,563	647	2016	60,165			892	5,529	146	892	5,675	6,567	811	2016
Little Elm II, TX	95,096		1,219	9,864	147	1,219	10,011	11,230	1,120	2016	96,236			1,219	9,864	168	1,219	10,032	11,251	1,411	2016
Mansfield I, TX	63,000		837	4,443	343	843	4,203	5,046	1,752	2006	71,832			837	4,443	618	843	4,477	5,320	1,899	2006
Mansfield II, TX	57,375		662	3,261	169	662	3,430	4,092	841	2012	57,375			662	3,261	176	662	3,425	4,087	945	2012
Mansfield III, TX	71,000		947	4,703	206	947	4,909	5,856	494	2016	71,000			947	4,703	253	947	4,956	5,903	647	2016
McKinney I, TX	46,770		1,632	1,486	290	1,634	1,534	3,168	659	2005	46,770			1,632	1,486	382	1,634	1,446	3,080	539	2005
McKinney II, TX	70,050		855	5,076	349	857	4,800	5,657	1,990	2006	70,050			855	5,076	414	857	4,853	5,710	2,141	2006
McKinney III, TX	53,650		652	3,213	77	652	3,289	3,941	532	2014	53,650			652	3,213	92	652	3,304	3,956	640	2014
North Richland Hills, TX	57,200		2,252	2,049	266	2,252	1,935	4,187	852	2005	57,200			2,252	2,049	282	2,252	1,704	3,956	671	2005
Pearland, TX	72,050		450	2,216	621	450	2,838	3,288	630	2012	72,050			450	2,216	635	450	2,838	3,288	729	2012
Richmond, TX	102,275		1,437	7,083	264	1,437	7,348	8,785	1,413	2013	102,275			1,437	7,083	270	1,437	7,354	8,791	1,656	2013
Roanoke, TX	59,240		1,337	1,217	288	1,337	1,279	2,616	524	2005	59,240			1,337	1,217	298	1,337	1,142	2,479	424	2005
San Antonio I, TX	73,325		2,895	2,635	396	2,895	2,499	5,394	1,095	2005	73,315			2,895	2,635	591	2,895	2,375	5,270	869	2005
San Antonio II, TX	73,005		1,047	5,558	326	1,052	5,191	6,243	2,058	2006	73,005			1,047	5,558	573	1,052	5,438	6,490	2,241	2006
San Antonio III, TX	71,555		996	5,286	345	996	4,908	5,904	1,935	2007	71,555			996	5,286	573	996	5,136	6,132	2,107	2007
San Antonio IV, TX	61,500		829	3,891	178	829	4,069	4,898	392	2016	61,500			829	3,891	182	829	4,073	4,902	513	2016
San Antonio V, TX											74,645			1,066	7,411	52	1,066	7,463	8,529	192	2020
Spring, TX	72,745		580	3,081	330	580	2,919	3,499	1,223	2006	78,686			580	3,081	586	580	3,175	3,755	1,330	2006
Westworth Village, TX											79,955			1,085	7,643	8	1,085	7,651	8,736	21	2020
Murray I, UT	60,280		3,847	1,017	576	3,848	1,376	5,224	663	2005	60,280			3,847	1,017	614	3,847	1,246	5,093	555	2005
Murray II, UT	70,796		2,147	567	712	2,147	1,106	3,253	469	2005	70,796			2,147	567	742	2,147	1,048	3,195	433	2005
Salt Lake City I, UT	56,446		2,695	712	587	2,696	1,113	3,809	535	2005	56,446			2,695	712	626	2,696	1,037	3,733	476	2005
Salt Lake City II, UT	51,676		2,074	548	440	1,937	822	2,759	408	2005	51,676			2,074	548	484	1,937	774	2,711	354	2005
Alexandria, VA	114,100		2,812	13,865	276	2,812	14,138	16,950	3,397	2012	114,100			2,812	13,865	283	2,812	14,060	16,872	3,773	2012
Arlington, VA	95,993		6,836	9,843	103	6,836	9,946	16,782	1,706	2015	95,993			6,836	9,843	102	6,836	9,946	16,782	32	2015
Burke Lake, VA	91,237		2,093	10,940	1,230	2,093	10,570	12,663	2,995	2011	91,267			2,093	10,940	1,266	2,093	10,606	12,699	3,340	2011
Dumfries, VA											79,815			1,810	13,774	—	1,810	13,774	15,584	—	2020
Fairfax, VA	73,265		2,276	11,220	322	2,276	11,544	13,820	2,707	2012	73,265			2,276	11,220	348	2,276	11,538	13,814	3,056	2012
Fredericksburg I, VA	69,475		1,680	4,840	435	1,680	4,601	6,281	1,884	2005	69,475			1,680	4,840	479	1,680	4,198	5,878	1,583	2005
Fredericksburg II, VA	61,057		1,757	5,062	448	1,757	4,819	6,576	2,012	2005	61,057			1,757	5,062	507	1,758	4,410	6,168	1,699	2005
Leesburg, VA	85,503		1,746	9,894	208	1,746	8,813	10,559	2,274	2011	85,503			1,746	9,894	218	1,746	8,821	10,567	2,560	2011
Manassas, VA	72,745		860	4,872	371	860	4,571	5,431	1,315	2010	72,745			860	4,872	380	860	4,566	5,426	1,460	2010
McLearen, VA	68,960		1,482	8,400	267	1,482	7,511	8,993	2,149	2010	68,960			1,482	8,400	271	1,482	7,515	8,997	2,395	2010
Vienna, VA	55,260		2,300	11,340	182	2,300	11,522	13,822	2,696	2012	55,260			2,300	11,340	287	2,300	11,574	13,874	3,022	2012
Divisional Offices					956		956	956	182							865		865	865	234
	36,603,609		837,399	3,530,854	336,395	858,541	3,619,594	4,478,135	853,935		38,543,757			1,062,283	4,041,739	379,964	1,093,503	4,122,995	5,216,498	930,371

(A)	Depreciation on the buildings and improvements is recorded on a straight-line basis over their estimated useful lives, which range from five to 39 years.

F-51

Table of Contents

Activity in storage properties during the period from January 1, ~~2017~~2018 through December 31, ~~2019~~2020 was as follows (in thousands):


	2019			2018		2017		2020		2019		2018
Storage properties*
Balance at beginning of year	$	4,463,455		$	4,161,715	$	3,998,180	$	4,699,844	$	4,463,455	$	4,161,715
Acquisitions & improvements		364,324			381,182		247,546		825,247		364,324		381,182
Fully depreciated assets		(81,717)			(26,125)		(53,903)		(83,418)		(81,717)		(26,125)
Dispositions and other		(3,033)			(8,735)		(9,179)		(8,533)		(3,033)		(8,735)
Construction in progress, net		(43,185)			(44,582)		(20,929)		14,718		(43,185)		(44,582)
Right-of-use assets - finance leases									41,896		—		—
Balance at end of year	$	4,699,844		$	4,463,455	$	4,161,715	$	5,489,754	$	4,699,844	$	4,463,455
			��
Accumulated depreciation*
Balance at beginning of year	$	862,487		$	752,925	$	671,364	$	925,359	$	862,487	$	752,925
Depreciation expense		145,233			138,510		135,732		143,952		145,233		138,510
Fully depreciated assets		(81,717)			(26,125)		(53,903)		(83,418)		(81,717)		(26,125)
Dispositions and other		(644)			(2,823)		(268)		(1,953)		(644)		(2,823)
Balance at end of year	$	925,359		$	862,487	$	752,925	$	983,940	$	925,359	$	862,487
Storage properties, net	$	3,774,485		$	3,600,968	$	3,408,790	$	4,505,814	$	3,774,485	$	3,600,968

*These amounts include equipment that is housed at the Company’s stores which is excluded from Schedule III above.

As of December 31, ~~2019,~~2020, the aggregate cost of Storage properties for federal income tax purposes was approximately ~~$4,945.3~~$5,555.3 million.

F-52


	Carrying Value as of:				Effective Interest
	December 31,				Rate as of		Maturity
Unsecured Term Loans	2019		2018		December 31, 2019		Date
	(in thousands)
Credit Facility
Unsecured term loan ⁽¹⁾	$	—	$	200,000	—	%	Jan-19
Term Loan Facility
Unsecured term loan ⁽²⁾		—		100,000	—	%	Jan-20
Principal balance outstanding		—		300,000
Less: Loan procurement costs, net		—		(201)
Total unsecured term loans, net	$	—	$	299,799


	Payments Due by Period
													2025 and
	Total		2020		2021		2022		2023		2024		thereafter
Mortgage loans and notes payable ⁽¹⁾	$	94,494	$	12,791	$	45,057	$	923	$	31,019	$	4,704	$	—
Unsecured senior notes ⁽²⁾		1,850,000		—		—		250,000		300,000		—		1,300,000
Interest payments		472,242		77,071		75,250		68,532		60,829		47,280		143,280
Operating lease payments		103,171		2,273		2,302		2,459		2,523		2,373		91,241
Software and service contracts		1,873		1,735		138		—		—		—		—
Properties under contract to be acquired ⁽³⁾		54,853		54,853		—		—		—		—		—
Development commitments		56,654		46,603		10,051		—		—		—		—
	$	2,633,287	$	195,326	$	132,798	$	321,914	$	394,371	$	54,357	$	1,534,521


	For the year ended December 31, 2019
	(in thousands)
Total revenue	$	11,130
Net loss		(6,020)


	Unrealized Gains (Losses)
	on Interest Rate Swaps
		(in thousands)
Other comprehensive gain before reclassifications	$	230
Amounts reclassified from accumulated other comprehensive loss		70	⁽¹⁾
Net current-period other comprehensive income		300
Balance at December 31, 2018		(1,029)
Balance at December 31, 2019	$	(729)


Hedge	Hedge	Notional Amount						Effective		Fair Value
Product	Type	December 31, 2019		December 31, 2018		Strike		Date	Maturity	December 31, 2019		December 31, 2018

Swap	Cash flow ⁽¹⁾	$	—	$	75,000	2.8015	%	6/28/2019	6/28/2029	$	—	$	(516)
Swap	Cash flow ⁽¹⁾		—		50,000	2.8030	%	6/28/2019	6/28/2029		—		(350)
Swap	Cash flow ⁽¹⁾		—		25,000	2.8020	%	6/28/2019	6/28/2029		—		(173)
		$	—	$	150,000					$	—	$	(1,039)


	Level 1		Level 2		Level 3
	(in thousands)
Interest rate swap derivative liabilities	$	—	$	1,039	$	—

Total liabilities at fair value	$	—	$	1,039	$	—


	Three months ended
	March 31,		June 30,		September 30,		December 31,
	2019		2019		2019		2019
	(in thousands, except per share amounts)
Total revenues	$	152,845	$	159,017	$	166,547	$	165,506
Total operating expenses		99,014		100,583		106,855		105,394
Net income		35,786		49,878		42,597		42,510
Net income attributable to the Company's common shareholders		35,498		49,420		42,154		42,045
Basic earnings per share attributable to common shareholders		0.19		0.26		0.22		0.22
Diluted earnings per share attributable to common shareholders		0.19		0.26		0.22		0.22


						Gross Carrying��Amount at
			Initial Cost		Costs	December 31, 2019
				Buildings	Subsequent		Buildings		Accumulated	Year
	Square			&	to		&		Depreciation	Acquired/
Description	Footage	Encumbrances	Land	Improvements	Acquisition	Land	Improvements	Total	(A)	Developed
Palm Harbor, FL	82,685		2,457	16,178	71	2,387	16,319	18,706	1,686	2016
Pembroke Pines, FL	67,321		337	3,772	2,905	953	5,530	6,483	2,966	1997
Royal Palm Beach II, FL	81,178		1,640	8,607	340	1,640	7,284	8,924	2,834	2007
Sanford I, FL	61,810		453	2,911	241	453	2,584	3,037	1,010	2006
Sanford II, FL	69,875		1,003	4,944	251	1,003	5,194	6,197	877	2014
Sarasota, FL	71,142		333	3,656	1,516	529	3,955	4,484	1,979	1999
St. Augustine, FL	59,725		135	1,515	3,497	383	4,404	4,787	2,393	1996
St. Petersburg, FL	66,025		2,721	10,173	436	2,721	10,609	13,330	1,113	2016
Stuart, FL	87,486		324	3,625	3,272	685	5,904	6,589	3,169	1997
SW Ranches, FL	65,060		1,390	7,598	305	1,390	6,039	7,429	2,333	2007
Tampa I, FL	83,938		2,670	6,249	307	2,670	5,203	7,873	2,003	2007
Tampa II, FL	74,790		2,291	10,262	140	2,291	10,402	12,693	1,067	2016
West Palm Beach I, FL	66,831		719	3,420	1,864	835	4,034	4,869	1,835	2001
West Palm Beach II, FL	94,113		2,129	8,671	555	2,129	7,114	9,243	2,843	2004
West Palm Beach III, FL	77,410		804	3,962	138	804	4,100	4,904	921	2012
West Palm Beach IV, FL	102,722		1,499	7,392	333	1,499	7,724	9,223	1,402	2014
Winter Park I, FL	54,416		866	4,268	127	866	4,394	5,260	738	2014
Winter Park II, FL	71,363		1,897	9,286	1	1,897	9,287	11,184	22	2019
Winter Springs, FL	61,965		1,248	7,259	—	1,248	7,259	8,507	17	2019
Alpharetta, GA	90,501		806	4,720	1,032	917	4,045	4,962	1,843	2001
Atlanta I, GA	66,600		822	4,053	137	822	4,191	5,013	980	2012
Atlanta II, GA	81,665		1,890	11,579	4	1,890	11,583	13,473	145	2019
Austell, GA	83,655		1,635	4,711	447	1,643	4,502	6,145	1,788	2006
Decatur, GA	145,320		616	6,776	457	616	6,224	6,840	3,499	1998
Duluth, GA	70,885		373	2,044	258	373	1,976	2,349	533	2011
Lawrenceville, GA	73,890		546	2,903	472	546	2,945	3,491	807	2011
Lithia Springs, GA	73,200		748	5,552	425	719	6,006	6,725	759	2015
Norcross I, GA	85,320		514	2,930	1,082	632	3,087	3,719	1,355	2001
Norcross II, GA	52,595		366	2,025	241	366	1,979	2,345	552	2011
Norcross III, GA	46,955		938	4,625	94	938	4,719	5,657	1,181	2012
Norcross IV, GA	57,475		576	2,839	134	576	2,973	3,549	703	2012
Norcross V, GA	50,030		881	3,083	38	881	3,121	4,002	55	2019
Peachtree City I, GA	49,875		435	2,532	811	529	2,558	3,087	1,152	2001
Peachtree City II, GA	59,950		398	1,963	157	398	2,119	2,517	499	2012
Smyrna, GA	57,015		750	4,271	334	750	3,480	4,230	1,602	2001
Snellville, GA	80,000		1,660	4,781	392	1,660	4,510	6,170	1,773	2007
Suwanee I, GA	85,125		1,737	5,010	365	1,737	4,658	6,395	1,821	2007
Suwanee II, GA	79,590		800	6,942	152	622	5,877	6,499	2,267	2007
Villa Rica, GA	65,281		757	5,616	177	757	5,793	6,550	768	2015
Addison, IL	31,574		428	3,531	605	428	3,308	3,736	1,283	2004
Aurora, IL	73,985		644	3,652	264	644	3,058	3,702	1,189	2004
Bartlett, IL	51,395		931	2,493	356	931	2,215	3,146	874	2004
Bellwood, IL	86,500		1,012	5,768	1,186	1,012	5,216	6,228	2,315	2001
Blue Island, IL	55,125		633	3,120	92	633	3,212	3,845	493	2015
Bolingbrook, IL	82,575		1,675	8,254	209	1,675	8,463	10,138	1,415	2014
Chicago I, IL	95,792		2,667	13,118	1,044	2,667	14,161	16,828	2,430	2014
Chicago II, IL	78,835		833	4,035	98	833	4,134	4,967	685	2014
Chicago III, IL	84,890		2,427	11,962	834	2,427	12,796	15,223	2,206	2014
Chicago IV, IL	60,420		1,296	6,385	153	1,296	6,538	7,834	989	2015
Chicago V, IL	51,775		1,044	5,144	121	1,044	5,265	6,309	794	2015
Chicago VI, IL	71,748		1,596	9,535	76	1,596	9,611	11,207	1,067	2016
Chicago VII, IL	90,947		—	11,191	332	—	11,523	11,523	753	2017
Countryside, IL	97,658		2,607	12,684	265	2,607	12,951	15,558	2,147	2014
Des Plaines, IL	69,450		1,564	4,327	871	1,564	4,158	5,722	1,624	2004
Downers Grove, IL	71,625		1,498	13,153	60	1,498	13,213	14,711	1,497	2016
Elk Grove Village, IL	64,104		1,446	3,535	321	1,446	2,999	4,445	1,233	2004
Evanston, IL	57,715		1,103	5,440	290	1,103	5,729	6,832	1,234	2013
Glenview I, IL	100,085		3,740	10,367	599	3,740	8,539	12,279	3,349	2004
Glenview II, IL	30,844		725	3,144	73	725	3,217	3,942	113	2018
Gurnee, IL	80,300		1,521	5,440	440	1,521	4,606	6,127	1,818	2004
Hanover, IL	41,190		1,126	2,197	406	1,126	2,062	3,188	813	2004
Harvey, IL	60,090		869	3,635	502	869	3,255	4,124	1,229	2004
Joliet, IL	72,865		547	4,704	325	547	3,934	4,481	1,538	2004
Kildeer, IL	74,438		2,102	2,187	4,603	1,997	6,385	8,382	1,254	2004
Lombard, IL	58,728		1,305	3,938	1,055	1,305	4,021	5,326	1,622	2004
Maywood, IL	60,225		749	3,689	80	749	3,769	4,518	568	2015
Mount Prospect, IL	65,000		1,701	3,114	672	1,701	3,041	4,742	1,197	2004
Mundelein, IL	44,700		1,498	2,782	493	1,498	2,602	4,100	989	2004
North Chicago, IL	53,500		1,073	3,006	629	1,073	2,873	3,946	1,119	2004
Plainfield I, IL	53,900		1,770	1,715	373	1,740	1,636	3,376	630	2004
Plainfield II, IL	51,900		694	2,000	345	694	2,013	2,707	835	2005
Riverwoods, IL	73,883		1,585	7,826	93	1,585	7,919	9,504	747	2017
Schaumburg, IL	31,160		538	645	270	538	718	1,256	287	2004
Streamwood, IL	64,305		1,447	1,662	601	1,447	1,798	3,245	694	2004
Warrenville, IL	48,796		1,066	3,072	544	1,066	3,184	4,250	1,335	2005
Waukegan, IL	79,500		1,198	4,363	686	1,198	3,992	5,190	1,566	2004
West Chicago, IL	48,175		1,071	2,249	547	1,071	2,229	3,300	876	2004
Westmont, IL	53,400		1,155	3,873	341	1,155	3,315	4,470	1,287	2004
Wheeling I, IL	54,210		857	3,213	558	857	3,002	3,859	1,182	2004
Wheeling II, IL	67,825		793	3,816	626	793	3,537	4,330	1,418	2004
Woodridge, IL	50,257		943	3,397	373	943	2,980	3,923	1,146	2004
Schererville, IN	67,600		1,134	5,589	78	1,134	5,667	6,801	1,010	2014
Boston I, MA	33,286		538	3,048	291	538	2,908	3,446	846	2010
Boston II, MA	60,470		1,516	8,628	884	1,516	7,051	8,567	3,002	2002
Boston III, MA	108,205		3,211	15,829	765	3,211	16,594	19,805	2,788	2014
Brockton I, MA	59,993		577	4,394	1,225	577	5,619	6,196	718	2015
Brockton II, MA	69,375		1,900	3,520	3	1,900	3,523	5,423	65	2019
East Bridgewater, MA	35,905		1,039	4,748	2	1,039	4,750	5,789	76	2019
Fall River, MA	75,950		1,794	11,684	33	1,794	11,717	13,511	186	2019
Franklin, MA	63,405		2,034	5,704	3	2,034	5,707	7,741	100	2019
Haverhill, MA	60,589		669	6,610	227	669	6,837	7,506	887	2015
Holbrook, MA	56,100		1,688	8,033	2	1,688	8,035	9,723	137	2019
Lawrence, MA	34,672		585	4,737	275	585	5,012	5,597	672	2015