# CubeSmart: Form 10-Q for the period ended Sep 30, 2012

- Company: [CubeSmart](/companies/cube.md) (CIK 1298675)
- Form: 10-Q
- Filed: 2012-11-09
- Accepted by EDGAR: Nov 9, 2012, 17:07 ET
- Period: 2012-09-30
- Accession: 0001104659-12-076716
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1298675/000110465912076716/a12-19950_110q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1298675/000110465912076716/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2012-09-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Cost of revenue | 3 months, 2012-07-01 to 2012-09-30 | $29.2m | us-gaap:CostOfRevenue |
| Cost of revenue | 9 months, 2012-01-01 to 2012-09-30 | $83.0m | us-gaap:CostOfRevenue |
| Operating income | 3 months, 2012-07-01 to 2012-09-30 | $8.3m | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months, 2012-01-01 to 2012-09-30 | $23.0m | us-gaap:OperatingIncomeLoss |
| Net income | 3 months, 2012-07-01 to 2012-09-30 | $1.6m | us-gaap:NetIncomeLoss |
| Net income | 9 months, 2012-01-01 to 2012-09-30 | $336.0k | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2012-07-01 to 2012-09-30 | $0.00 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2012-01-01 to 2012-09-30 | −$0.03 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2012-07-01 to 2012-09-30 | $0.00 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2012-01-01 to 2012-09-30 | −$0.03 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2012-07-01 to 2012-09-30 | 125,976,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2012-01-01 to 2012-09-30 | 123,016,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2012-01-01 to 2012-09-30 | $97.2m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Dividends paid | 9 months, 2012-01-01 to 2012-09-30 | $29.5m | us-gaap:PaymentsOfDividendsCommonStock |
| Cash and equivalents | at 2012-09-30 | $2.7m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Total assets | at 2012-09-30 | $2.17bn | us-gaap:Assets |
| Total liabilities | at 2012-09-30 | $1.16bn | us-gaap:Liabilities |
| Shareholders' equity | at 2012-09-30 | $949.9m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 58,773 characters.

*The following discussion should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this report. The Company makes certain statements in this section that are forward-looking statements within the meaning of the federal securities laws. For a 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 entitled “Risk Factors” in the Parent Company’s and Operating Partnership’s combined Annual Report on Form 10-K for the year ended December 31, 2011.*

### Overview

The Company is 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 facilities. 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 September 30, 2012 and December 31, 2011, the Company owned 387 and 370 self-storage facilities, respectively, totaling approximately 25.8 million and 24.4 million rentable square feet, respectively. As of September 30, 2012, the Company owned facilities in the District of Columbia and the following 22 states: Arizona, California, Colorado, Connecticut, Florida, Georgia, Illinois, Indiana, Maryland, Massachusetts, Nevada, New Jersey, New Mexico, New York, North Carolina, Ohio, Pennsylvania, Tennessee, Texas, Utah, Virginia and Wisconsin. In addition, as of September 30, 2012, the Company managed 132 properties for third parties bringing the total number of properties which it owned and/or managed to 519. As of September 30, 2012, the Company managed facilities in the District of Columbia and the following 27 states: Alabama, Arkansas, Arizona, California, Colorado, Connecticut, Florida, Georgia, Illinois, Louisiana, Massachusetts, Maryland, Michigan, Minnesota, Mississippi, North Carolina, New Hampshire, New Jersey, Nevada, New York, Ohio, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas and Virginia.

The Company derives revenues principally from rents received from its customers who rent cubes at its self-storage facilities 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. We have a decentralized approach to the management and operation of our facilities, which places an emphasis on local, market level oversight and control. We believe this approach allows us to respond quickly and effectively to changes in local market conditions, and to maximize revenues by managing rental rates and occupancy levels.

The Company typically experiences seasonal fluctuations in the occupancy levels of our facilities, which are generally slightly higher during the summer months due to increased moving activity.

The United States continues to recover from an economic downturn that resulted in higher unemployment, stagnant employment growth, shrinking demand for products, large-scale business failures and tight credit markets. Our results of operations may be 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. A continuation of — or slow recovery from — ongoing 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.

In the future, the Company intends to focus on maximizing internal growth opportunities and selectively pursuing targeted acquisitions and developments of self-storage facilities.

The Company has one reportable segment: we own, operate, develop, manage and acquire self-storage facilities.

The Company’s self-storage facilities are located in major metropolitan and rural areas and have numerous tenants per facility. No single tenant represents a significant concentration of our revenues. The facilities in New York, Florida, California and Texas provided approximately 16%, 16%, 11% and 10%, respectively, of total revenues for the nine months ended September 30, 2012.

### 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 an understanding of the unaudited consolidated financial statements included in this report. 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 from estimates calculated and utilized by management.

### Self-Storage Facilities

The Company records self-storage facilities at cost less accumulated depreciation. Depreciation on the buildings and equipment is recorded on a straight-line basis over their estimated useful lives, which range from five to 40 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 facilities are acquired, the purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed based on estimated fair values. When a portfolio of facilities is acquired, the purchase price is allocated to the individual facilities based upon an income approach or a cash flow analysis using appropriate risk adjusted capitalization rates, which take into account the relative size, age and location of the individual facility along with current and projected occupancy and rental rate levels or appraised values, if available. Allocations to the individual assets and liabilities are based upon comparable market sales information for land, buildings and improvements and estimates of depreciated replacement cost of equipment.

In allocating the purchase price for an acquisition, 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 in-place leases. Substantially all of the leases in place at acquired facilities are at market rates, as the majority of the leases are month-to-month contracts. Accordingly, to date no portion of the purchase price for an acquired property has been allocated to above- or below-market lease intangibles. To date, no intangible asset has been recorded for the value of tenant relationships, because the Company does not have any concentrations of significant tenants and the average tenant 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 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 property’s basis is recoverable. If a property’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 2012 and 2011.

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 facility (or group of facilities), (b) the facility is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such facilities, (c) an active program to locate a buyer and other actions required to complete the plan to sell the facility have been initiated, (d) the sale of the facility is probable and transfer of the asset is expected to be completed within one year, (e) the facility 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. In most transactions, these contingencies are not satisfied until the actual closing of the transaction; accordingly, the facility is not identified as held for sale until the closing actually occurs. However, each potential transaction is evaluated based on its separate facts and circumstances. Properties classified as held for sale are reported at the lesser of carrying value or fair value less estimated costs to sell.

#### Storage Deluxe Acquisition

During the nine months ended September 30, 2012, as part of the $560 million Storage Deluxe transaction involving 22 Class A self-storage facilities located primarily in the greater New York City area, the Company acquired the final six properties with a purchase price of approximately $201.9 million. The six properties purchased are located in New York and Connecticut. In connection with the acquisitions, the Company allocated a portion of the purchase price to the intangible value of in-place leases which aggregated $12.3 million. The estimated life of these in-place leases is 12 months and the amortization expense that was recognized during the three and nine months ended September 30, 2012 was approximately $2.7 million and $4.8 million, respectively. In connection with the six acquired facilities, the Company assumed mortgage debt, and recorded the debt at a fair value of $93.1 million, which includes an outstanding principal balance totaling $88.9 million and a net premium of $4.2 million in addition to the face value of the assumed debt to reflect the fair values of the debt at the time of assumption.

On November 3, 2011, the Company acquired 16 properties from Storage Deluxe for a purchase price of approximately $357.3 million. The 16 properties purchased are located in New York, Connecticut and Pennsylvania. In connection with this acquisition, the Company allocated a portion of the purchase price to the intangible value of in-place leases which aggregated $18.1 million. The estimated life of these in-place leases is 12 months and the amortization expense that was recognized during the three and nine months ended September 30, 2012 was approximately $4.5 million and $13.6 million, respectively.

#### Other 2012 Acquisitions

On September 28, 2012, the Company purchased, from its joint venture partner, the remaining 50% ownership in the HSRE Venture (“HSREV”). See note 5 — “Investment in Unconsolidated Real Estate Ventures” for additional discussion of this acquisition.

During the nine months ended September 30, 2012, the Company acquired an additional 17 self-storage facilities located throughout the United States for an aggregate purchase price of approximately $102.8 million. In connection with these acquisitions, the Company allocated a portion of the purchase price to the intangible value of in-place leases which aggregated $10.4 million. The estimated life of these in-place leases is 12 months and the amortization expense that was recognized during the three and nine months ended September 30, 2012 was approximately $1.5 million and $2.0 million, respectively. In connection with two of the acquired facilities, the Company assumed mortgage debt, and recorded the debt at a fair value of $13.9 million, which includes an outstanding principal balance totaling $13.4 million and a net premium of $0.5 million in addition to the face value of the assumed debt to reflect the fair values of the debt at the time of assumption.

#### Other 2011 Acquisitions

During 2011, the Company acquired 11 self-storage facilities, in addition to the aforementioned Storage Deluxe Acquisition, located throughout the United States for an aggregate purchase price of approximately $109.8 million. In connection with these acquisitions, the Company allocated a portion of the purchase price to the intangible value of in-place leases which aggregated $7.0 million. The estimated life of these in-place leases is 12 months and the amortization expense that was recognized during the three and nine months ended September 30, 2012 was approximately $0.7 million, and $3.7 million, respectively. In connection with three of the acquisitions, the Company assumed mortgage debt, and recorded the debt at a fair value of $21.8 million, which included an outstanding principal balance totaling $21.4 million and a net premium of $0.4 million in addition to the face value of the assumed debt to reflect the fair values of the debt at the time of assumption.

### Revenue Recognition

Management has determined that all of our leases with tenants are operating leases. Rental income is recognized in accordance with the terms of the lease agreements or contracts, which generally are month-to-month.

The Company recognizes gains on disposition of properties only upon closing in accordance with the guidance on sales of real estate. Payments received from purchasers prior to closing are recorded as deposits. Profit on real estate sold is recognized using the full accrual method upon closing when the collectability of the sales price is reasonably assured and the Company is not obligated to perform significant activities after the sale. Profit may be deferred in whole or in part until the sale meets the requirements of profit recognition on sales under this guidance.

### Share-Based Payments

We apply the fair value method of accounting for contingently issued shares and share options issued under our equity incentive plans. Accordingly, share compensation expense is recorded ratably over the vesting period relating to such contingently issued shares and options. The Company has elected to recognize compensation expense on a straight-line method over the requisite service period.

### Noncontrolling Interests

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. In accordance with authoritative guidance issued on noncontrolling interests in consolidated financial statements, such noncontrolling interests are reported on the consolidated balance sheets within equity/capital, separately from the Parent Company’s equity/capital. 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 value. On the consolidated statements of operations, revenues, expenses and net income or loss from less-than-wholly-owned subsidiaries are reported at the consolidated amounts, including both the amounts attributable to the Parent Company and noncontrolling interests. Presentation of consolidated equity/capital activity is included for both quarterly and annual financial statements, including beginning balances, activity for the period and ending balances for shareholders’ equity/capital, noncontrolling interests and total equity/capital.

### Investments in Unconsolidated Real Estate Ventures

The Company accounts for its investments in unconsolidated real estate ventures under the equity method of accounting. Under the equity method, investments in unconsolidated joint ventures are recorded initially at cost, as investments in real estate entities, and subsequently adjusted for equity in earnings (losses), cash contributions, less distributions and impairments. On a periodic basis, management also assesses whether there are any indicators that the fair 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 has occurred, the loss shall be measured as the excess of the carrying amount of the investment over the fair value of the investment, as estimated by management. The determination as to whether an impairment exists requires significant management judgment about the fair value of its ownership interest. Fair value is determined through various valuation techniques, including but not limited to, discounted cash flow models, quoted market values and third party appraisals.

### Recent Accounting Pronouncements

In June 2011, the FASB issued an amendment to the accounting standard for the presentation of comprehensive income. The amendment requires entities to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In addition, the amendment requires entities to present on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statement(s) where the components of net income and the components of other comprehensive income are presented. This amendment became effective for fiscal years and interim periods beginning after December 15, 2011. The Company’s adoption of the new standard as of January 1, 2012 did not have a material impact on its consolidated financial position or results of operations as the amendment relates only to changes in financial statement presentation.

In May 2011, the FASB issued an update to the accounting standard for measuring and disclosing fair value. The update modifies the wording used to describe the requirements for fair value measuring and for disclosing information about fair value measurements to improve consistency between U.S. GAAP and International Financial Reporting Standards (“IFRS”). This update is effective for the annual and interim periods beginning after December 15, 2011. The adoption of this guidance in 2012 did not have a material impact on our consolidated financial position or results of operations as its impact was limited to disclosure requirements.

### 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 facilities and should not be taken as indicative of future operations. The Company considers its same-store portfolio to consist of only those facilities owned and operated on a stabilized basis at the beginning and at the end of the applicable years presented. We consider a property to be stabilized once it has achieved an occupancy rate representative of similar self-storage assets in the respective markets for a full year measured as of the most recent January 1 or has otherwise been placed in-service and has not been significantly damaged by natural disaster or undergone significant renovation. Same-store results are considered to be useful to investors in evaluating our performance because it provides information relating to changes in facility-level operating performance without taking into account the effects of acquisitions, developments or dispositions. At September 30, 2012, there were 321 same-store properties and 66 non same-store properties, of which 27 were 2011 acquisitions, 32 were 2012 acquisitions and seven were properties that were not stabilized, damaged by natural disaster or had undergone significant renovation.

### Acquisition and Development Activities

The comparability of the Company’s results of operations is affected by the timing of acquisition and disposition activities during the periods reported. At September 30, 2012 and 2011, the Company owned 387 and 353 self-storage facilities and related assets, respectively. The following table summarizes the change in number of owned self-storage facilities from January 1, 2011 through September 30, 2012:

|  | 2012 | 2011 |
| --- | ---: | ---: |
| Balance - January 1 | 370 | 363 |
| Facilities acquired | 6 | 1 |
| Facilities sold | — | — |
| Balance - March 31 | 376 | 364 |
| Facilities acquired | 2 | 4 |
| Facilities consolidated | — | (1) |
| Facilities sold | (8) | — |
| Balance - June 30 | 370 | 367 |
| Facilities acquired | 24 | 4 |
| Facilities sold | (7) | (18) |
| Balance - September 30 | 387 | 353 |
| Facilities acquired |  | 18 |
| Facilities sold |  | (1) |
| Balance - December 31 |  | 370 |

36

***Comparison of the three months ended September 30, 2012 to the three months ended September 30, 2011 (in thousands, except store count, occupancies and rates)***

| REVENUES: | Same-Store Property Portfolio 2012 | 2011 | Increase/% (Decrease) | Change | Non Same-Store Properties 2012 | 2011 | Other/ Eliminations 2012 | 2011 | Total Portfolio 2012 | 2011 | Increase/% (Decrease) | Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Rental income | $50,806 | $49,318 | $1,488 | 3% | $14,557 | $2,614 | $— | $— | $65,363 | $51,932 | $13,431 | 26% |
| Other property related income | 5,642 | 4,924 | 718 | 15% | 1,645 | 323 | 390 | 432 | 7,677 | 5,679 | 1,998 | 35% |
| Property management fee income | — | — | — | 0% | — | — | 1,094 | 878 | 1,094 | 878 | 216 | 25% |
| Total revenues | 56,448 | 54,242 | 2,206 | 4% | 16,202 | 2,937 | 1,484 | 1,310 | 74,134 | 58,489 | 15,645 | 27% |
| OPERATING EXPENSES: |  |  |  |  |  |  |  |  |  |  |  |  |
| Property operating expenses | 20,285 | 19,623 | 662 | 3% | 5,148 | 1,311 | 3,762 | 3,149 | 29,195 | 24,083 | 5,112 | 21% |
| NET OPERATING INCOME | 36,163 | 34,619 | 1,544 | 4% | 11,054 | 1,626 | (2,278) | (1,839) | 44,939 | 34,406 | 10,533 | 31% |
| Property count (1) | 321 | 321 |  |  | 63 |  |  |  | 384 |  |  |  |
| Total square footage (1) | 21,122 | 21,122 |  |  | 4,447 |  |  |  | 25,569 |  |  |  |
| Period Average Occupancy (2) | 84.9% | 81.2% |  |  |  |  |  |  |  |  |  |  |
| Period End Occupancy (3) | 84.6% | 81.1% |  |  | 84.2% |  |  |  | 84.5% |  |  |  |
| Realized annual rent per occupied square foot (4) | $11.33 | $11.51 |  |  |  |  |  |  |  |  |  |  |
| Depreciation and amortization |  |  |  |  |  |  |  |  | 29,774 | 15,620 | 14,154 | 91% |
| General and administrative |  |  |  |  |  |  |  |  | 6,860 | 5,476 | 1,384 | 25% |
| Subtotal |  |  |  |  |  |  |  |  | 36,634 | 21,096 | 15,538 | 74% |
| Operating income |  |  |  |  |  |  |  |  | 8,305 | 13,310 | (5,005) | -38% |
| Other Expense: |  |  |  |  |  |  |  |  |  |  |  |  |
| Interest: |  |  |  |  |  |  |  |  |  |  |  |  |
| Interest expense on loans |  |  |  |  |  |  |  |  | (11,092) | (8,464) | 2,628 | 31% |
| Loan procurement amortization expense |  |  |  |  |  |  |  |  | (699) | (1,093) | (394) | -36% |
| Acquisition related costs |  |  |  |  |  |  |  |  | (1,527) | (374) | 1,153 | 308% |
| Equity in losses of real estate ventures |  |  |  |  |  |  |  |  | (284) | (24) | 260 | 1083% |
| Gain from remeasurment of investment in real estate ventures |  |  |  |  |  |  |  |  | 7,023 | — | (7,023) | 100% |
| Other |  |  |  |  |  |  |  |  | 166 | 8 | (158) | 1975% |
| Total other expense |  |  |  |  |  |  |  |  | (6,413) | (9,947) | 3,534 | -36% |
| INCOME FROM CONTINUING OPERATIONS |  |  |  |  |  |  |  |  | 1,892 | 3,363 | (1,471) | 44% |
| DISCONTINUED OPERATIONS |  |  |  |  |  |  |  |  |  |  |  |  |
| Income (loss) from discontinued operations |  |  |  |  |  |  |  |  | (38) | 1,038 | (1,076) | -104% |
| Gain on disposition of discontinued operations |  |  |  |  |  |  |  |  | 197 | 3,527 | (3,330) | -94% |
| Total discontinued operations |  |  |  |  |  |  |  |  | 159 | 4,565 | (4,406) | -97% |
| NET INCOME |  |  |  |  |  |  |  |  | 2,051 | 7,928 | (5,877) | 74% |
| NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS |  |  |  |  |  |  |  |  |  |  |  |  |
| Noncontrolling interests in the Operating Partnership |  |  |  |  |  |  |  |  | (5) | (329) | (324) | -98% |
| Noncontrolling interests in subsidiaries |  |  |  |  |  |  |  |  | (410) | (771) | 361 | -47% |
| NET INCOME ATTRIBUTABLE TO THE COMPANY |  |  |  |  |  |  |  |  | 1,636 | 6,828 | (5,192) | 76% |

(1) Property count and square footage excludes three properties that were considered held-for-sale at September 30, 2012.

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

(3) Represents occupancy at September 30 of the respective year.

(4) Realized annual rent per occupied square foot is computed by dividing rental income by the weighted average occupied square feet for the period. Square footage for non same-store assets acquired during 2012 are prorated based on the portion of the period the properties were owned.

#### Revenues

Rental income increased from $51.9 million during the three months ended September 30, 2011 to $65.4 million during the three months ended September 30, 2012, an increase of $13.5 million, or 26%. This increase is primarily attributable to $11.9 million of additional income from the properties acquired in 2011 and 2012 and an increase in average occupancy in the same-store portfolio which contributed $1.5 million to the increase in rental income.

Other property related income increased from $5.7 million during the three months ended September 30, 2011 to $7.7 million during the three months ended September 30, 2012, an increase of $2.0 million, or 35%. This increase is primarily attributable to $1.3 million of additional income from the 2011 and 2012 acquisitions and an increase of $0.7 million in same-store tenant insurance commissions.

#### Operating Expenses

Property operating expenses increased from $24.1 million during the three months ended September 30, 2011 to $29.2 million during the three months ended September 30, 2012, an increase of $5.1 million, or 21%. This increase is primarily attributable to $4.5 million of increased expenses associated with newly acquired properties and property administration expenses and an increase on the same-store portfolio related to increased marketing costs.

Depreciation and amortization increased from $15.6 million during the three months ended September 30, 2011 to $29.8 million during the three months ended September 30, 2012, an increase of $14.2 million, or 91%. This increase is primarily attributable to depreciation and amortization expense related to the 2011 and 2012 acquisitions including an increase in amortization of lease intangibles of $7.5 million recognized during the 2012 period.

#### Other Income (Expenses)

Interest expense increased from $8.5 million during the three months ended September 30, 2011 to $11.1 million during the three months ended September 30, 2012, an increase of $2.6 million, or 31%. The increase is attributable to a higher amount of outstanding debt in the 2012 period primarily resulting from the debt assumed in conjunction with the 2011 and 2012 Storage Deluxe Acquisitions and other acquisitions, offset by lower interest rates on the Credit Facility in the 2012 period as compared to the 2011 period.

Acquisition related costs increased from $0.4 million during the three months ended September 30, 2011 to $1.5 million during the three months ended September 30, 2012 as a result of the acquisition of 24 self-storage facilities in the 2012 period, including one facility in the Storage Deluxe portfolio, compared to four acquisitions during the 2011 period.

Gain from remeasurement of real estate venture was $7.0 million for the three months ended September 30, 2012, with no comparable gains during the 2011 period. This gain is related to the HSREV interest remeasurement following the purchase of the remaining 50% ownership in the venture.

#### Discontinued Operations

Income (loss) from discontinued operations decreased from $1.0 million for the three months ended September 30, 2011 to ($0.04) million for the three months ended September 30, 2012. The loss during the 2012 period represents the results of operations during the quarter for the seven assets sold during the quarter as well as the three assets classified as held-for-sale at September 30, 2012. Income during the 2011 period represents the results of operations during the quarter for the 18 assets sold during the third quarter of 2011, the asset sold in the fourth quarter of 2011, the 15 assets sold to date in 2012 and the three assets classified as held-for-sale at September 30, 2012. Gains on disposition of discontinued operations decreased from $3.5 million during the three months ended September 30, 2011 to $0.2 million during the three months ended September 30, 2012. These gains are determined on a transactional basis and accordingly are not comparable across reporting periods.

***Comparison of the nine months ended September 30, 2012 to the nine months ended September 30, 2011 (in thousands, except store count, occupancies and rates)***

| REVENUES: | Same-Store Property Portfolio 2012 | 2011 | Increase/% (Decrease) | Change | Non Same-Store Properties 2012 | 2011 | Other/ Eliminations 2012 | 2011 | Total Portfolio 2012 | 2011 | Increase/% (Decrease) | Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Rental income | $148,472 | $144,931 | $3,541 | 2% | $35,883 | $5,237 | $— | $— | $184,355 | $150,168 | $34,187 | 23% |
| Other property related income | 15,248 | 13,586 | 1,662 | 12% | 3,784 | 701 | 1,461 | 1,083 | 20,493 | 15,370 | 5,123 | 33% |
| Property management fee income | — | — | — | 0% | — | — | 3,217 | 2,634 | 3,217 | 2,634 | 583 | 22% |
| Total revenues | 163,720 | 158,517 | 5,203 | 3% | 39,667 | 5,938 | 4,678 | 3,717 | 208,065 | 168,172 | 39,893 | 24% |
| OPERATING EXPENSES: |  |  |  |  |  |  |  |  |  |  |  |  |
| Property operating expenses | 59,748 | 60,068 | (320) | -1% | 13,077 | 2,665 | 10,202 | 8,772 | 83,027 | 71,505 | 11,522 | 16% |
| NET OPERATING INCOME | 103,972 | 98,449 | 5,523 | 6% | 26,590 | 3,273 | (5,524) | (5,055) | 125,038 | 96,667 | 28,371 | 29% |
| Property count (1) | 321 | 321 |  |  | 63 |  |  |  | 384 |  |  |  |
| Total square footage (1) | 21,122 | 21,122 |  |  | 4,447 |  |  |  | 25,569 |  |  |  |
| Period Average Occupancy (2) | 81.7% | 79.0% |  |  |  |  |  |  |  |  |  |  |
| Period End Occupancy (3) | 84.6% | 81.1% |  |  | 84.2% |  |  |  | 84.5% |  |  |  |
| Realized annual rent per occupied square foot (4) | $11.47 | $11.58 |  |  |  |  |  |  |  |  |  |  |
| Depreciation and amortization |  |  |  |  |  |  |  |  | 82,446 | 45,573 | 36,873 | 81% |
| General and administrative |  |  |  |  |  |  |  |  | 19,582 | 18,350 | 1,232 | 7% |
| Subtotal |  |  |  |  |  |  |  |  | 102,028 | 63,923 | 38,105 | 60% |
| Operating income |  |  |  |  |  |  |  |  | 23,010 | 32,744 | (9,734) | -30% |
| Other Expense: |  |  |  |  |  |  |  |  |  |  |  |  |
| Interest: |  |  |  |  |  |  |  |  |  |  |  |  |
| Interest expense on loans |  |  |  |  |  |  |  |  | (29,692) | (24,596) | 5,096 | 21% |
| Loan procurement amortization expense |  |  |  |  |  |  |  |  | (2,585) | (4,124) | (1,539) | -37% |
| Loan procurement amortization expense- early repayment of debt |  |  |  |  |  |  |  |  | — | (2,085) | (2,085) | -100% |
| Acquisition related costs |  |  |  |  |  |  |  |  | (2,390) | (629) | 1,761 | 280% |
| Equity in losses of real estate ventures |  |  |  |  |  |  |  |  | (745) | (24) | 721 | 3004% |
| Gain from remeasurment of investment in real estate ventures |  |  |  |  |  |  |  |  | 7,023 | — | (7,023) | 100% |
| Other |  |  |  |  |  |  |  |  | (12) | (179) | (167) | -93% |
| Total other expense |  |  |  |  |  |  |  |  | (28,401) | (31,637) | 3,236 | -10% |
| (LOSS) INCOME FROM CONTINUING OPERATIONS |  |  |  |  |  |  |  |  | (5,391) | 1,107 | (6,498) | 587% |
| DISCONTINUED OPERATIONS |  |  |  |  |  |  |  |  |  |  |  |  |
| Income from discontinued operations |  |  |  |  |  |  |  |  | 1,136 | 5,358 | (4,222) | -79% |
| Gain on disposition of discontinued operations |  |  |  |  |  |  |  |  | 6,403 | 3,527 | 2,876 | 82% |
| Total discontinued operations |  |  |  |  |  |  |  |  | 7,539 | 8,885 | (1,346) | -15% |
| NET INCOME |  |  |  |  |  |  |  |  | 2,148 | 9,992 | (7,844) | 79% |
| NET LOSS (INCOME) ATTRIBUTABLE TO NONCONTROLLING INTERESTS |  |  |  |  |  |  |  |  |  |  |  |  |
| Noncontrolling interests in the Operating Partnership |  |  |  |  |  |  |  |  | 106 | (368) | (474) | -129% |
| Noncontrolling interests in subsidiaries |  |  |  |  |  |  |  |  | (1,918) | (2,011) | 93 | -5% |
| NET INCOME ATTRIBUTABLE TO THE COMPANY |  |  |  |  |  |  |  |  | 336 | 7,613 | (7,277) | 96% |

(1) Property count and square footage excludes three properties that were considered held-for-sale at September 30, 2012.

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

(3) Represents occupancy at September 30 of the respective year.

(4) Realized annual rent per occupied square foot is computed by dividing rental income by the weighted average occupied square feet for the period. Square footage for non same-store assets acquired during 2012 are prorated based on the portion of the period the properties were owned.

#### Revenues

Rental income increased from $150.2 million during the nine months ended September 30, 2011 to $184.4 million during the nine months ended September 30, 2012, an increase of $34.2 million, or 23%. This increase is primarily attributable to $30.6 million of additional income from the properties acquired in 2011 and 2012 and an increase in average occupancy in the same-store portfolio which contributed $3.5 million to the increase in rental income during the nine months ended September 30, 2012 as compared to the nine months ended September 30, 2011.

Other property related income increased from $15.4 million during the nine months ended September 30, 2011 to $20.5 million during the nine months ended September 30, 2012, an increase of $5.1 million, or 33%. This increase is primarily attributable to $3.1 million of additional income from the 2011 and 2012 acquisitions, an increase of $1.8 million in same-store late fee revenue and tenant insurance commissions, and increased third party insurance commissions of $0.4 million during the nine months ended September 30, 2012 as compared to the nine months ended September 30, 2011.

#### Operating Expenses

Property operating expenses increased from $71.5 million during the nine months ended September 30, 2011 to $83.0 million during the nine months ended September 30, 2012, an increase of $11.5 million, or 16%. This increase is primarily attributable to $11.8 million of increased expenses associated with newly acquired properties and property administration expenses, offset by reductions in the same-store portfolio primarily related to decreased snow removal and utility costs.

Depreciation and amortization increased from $45.6 million during the nine months ended September 30, 2011 to $82.4 million during the nine months ended September 30, 2012, an increase of $36.8 million, or 81%. This increase is primarily attributable to depreciation and amortization expense related to the 2011 and 2012 acquisitions including an increase in amortization of lease intangibles of $19.5 million recognized during the 2012 period.

#### Other Income (Expenses)

Interest expense increased from $24.6 million during the nine months ended September 30, 2011 to $29.7 million during the nine months ended September 30, 2012, an increase of $5.1 million, or 21%. The increase is attributable to a higher amount of outstanding debt in the 2012 period primarily resulting from the debt assumed in conjunction with the 2011 and 2012 Storage Deluxe Acquisitions and other acquisitions, offset by lower interest rates on the Credit Facility in the 2012 period as compared to the 2011 period.

Loan procurement amortization expense — early repayment of debt decreased from $2.1 million during 2011 with no comparable expense during the 2012 period. This decrease relates to the write-off of unamortized loan procurement costs associated with $100 million of unsecured term loans that were repaid during the nine months ended September 30, 2011.

Acquisition related costs increased from $0.6 million during the nine months ended September 30, 2011 to $2.4 million during the nine months ended September 30, 2012 as a result of the acquisition of 32 self-storage facilities in the 2012 period, including six facilities in the Storage Deluxe portfolio, compared to nine acquisitions during the 2011 period.

Gain from remeasurement of real estate venture was $7.0 million for the nine months ended September 30, 2012, with no comparable gains during the 2011 period. This gain is related to the HSREV interest remeasurement from the purchase of the remaining 50% ownership in the venture.

#### Discontinued Operations

Income from discontinued operations decreased from $5.4 million for the nine months ended September 30, 2011 to $1.1 million for the nine months ended September 30, 2012. The income during the 2012 period represents the results of operations during the year for the 15 assets sold during the year as well as the three assets classified as held-for-sale at September 30, 2012. Income during the 2011 period represents the results of operations during the quarter for the 18 assets sold during 2011, the asset sold in the fourth quarter of 2011, the 15 assets sold to date in 2012 and the three assets classified as held-for-sale at September 30, 2012. Gains on disposition of discontinued operations increased from $3.5 million during the nine months ended September 30, 2011 to $6.4 million during the nine months ended September 30, 2012. These gains are determined on a transactional basis and accordingly are not comparable across reporting periods.

### Cash Flows

### Comparison of the nine months ended September 30, 2012 to the nine months ended September 30, 2011

A comparison of cash flow from operating, investing and financing activities for the nine months ended September 30, 2012 and 2011 is as follows (in thousands):

| Net cash flow provided by (used in): | Nine Months Ended September 30, 2012 | 2011 | Change |
| --- | ---: | ---: | ---: |
| Operating activities | $97,165 | $64,375 | $32,790 |
| Investing activities | $(271,755) | $(54,633) | $(217,122) |
| Financing activities | $168,228 | $(3,142) | $171,370 |

Cash flows provided by operating activities for the nine months ended September 30, 2012 and 2011 were $97.2 million and $64.4 million, respectively, an increase of $32.8 million. Our principal source of cash flows is from the operation of our properties. Our increased cash flow from operating activities is primarily attributable to our 2011 and 2012 acquisitions and increased net operating income levels on the same-store portfolio in the 2012 period as compared to the 2011 period.

Cash used in investing activities increased from $54.6 million in the 2011 period to $271.8 million in the 2012 period, an increase of $217.12 million. The increase primarily relates to increased property acquisitions in 2012 (Storage Deluxe Acquisition with a net purchase price totaling $201.9 million and 17 other property acquisitions with purchase prices totaling $102.8 million), compared to 2011 (nine property acquisitions with a total purchase price of $78.6 million) and an increase in cash used related to the September 2012 purchase of our partners’ 50% ownership in the HSRE Venture.

Cash (used in) provided by financing activities increased from ($3.1) million in 2011 to $168.2 million in 2012, an increase of $171.3 million. The increase relates primarily to (a) a net increase in unsecured senior note borrowings of $249.6 million (b) increased common share issuances of $57.7 million in 2012, as compared to 2011 and an increase in revolving credit facility borrowings of $108.5 million during the year. The increase was offset by increased net debt repayments of $172.2 million, an increase in cash used related to the September 2012 purchase of our partners’ 50% ownership in the HART Venture and increased distributions of $12.2 million in the 2012 period as compared to 2011.

### 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 from us at our facilities. 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 facilities in which we invest — self-storage facilities — are less sensitive than other real estate product types to current 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 its 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 term and the long term.

Our short-term liquidity needs consist primarily of funds necessary to pay operating expenses associated with our facilities, refinancing of certain mortgage indebtedness, interest expense and scheduled principal payments on debt, expected distributions to limited partners and shareholders and recurring capital expenditures. These funding requirements will vary from year to year, in some cases significantly. We expect remaining recurring capital expenditures in the 2012 fiscal year to be approximately $1 million to $2 million. Our currently scheduled principal payments on debt are approximately $1.5 million for the remainder of 2012.

Our most restrictive debt covenants limit the amount of additional leverage we can take on; however, we believe cash flow from operations, access to our “at the market” equity program and access to our Credit Facility are adequate to execute our current business plan and remain in compliance with our debt covenants.

Our liquidity needs beyond 2012 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 facilities; (iii) acquisitions of additional facilities; and (iv) development of new facilities. We will have to satisfy our needs through either additional borrowings, including borrowings under the revolving portion of our Credit Facility ($234.5 million of which was available for borrowing at September 30, 2012), sales of common or preferred shares and/or cash generated through facility dispositions and joint venture transactions.

Notwithstanding the discussion above, we believe that, as a publicly traded REIT, with an investment grade balance sheet profile, we will have access to multiple sources of capital to fund 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 September 30, 2012, we had approximately $2.7 million in available cash and cash equivalents. In addition, we had approximately $234.5 million of availability for borrowings under our Credit Facility.

### Bank Credit Facilities

On June 20, 2011, we entered into an unsecured Term Loan Agreement (the “Term Loan Facility”) which consisted of a $100 million term loan with a five-year maturity and a $100 million term loan with a seven-year maturity. The Term Loan Facility permits the Company to request additional advances of five-year or seven-year loans in minimum increments of $5 million provided that the aggregate of such additional advances does not exceed $50 million. We incurred costs of $2.1 million in connection with executing the agreement and capitalized such costs as a component of loan procurement costs, net of amortization on the consolidated balance sheet. Pricing on the Term Loan Facility ranges, depending on the Company’s leverage levels, from 1.90% to 2.75% over LIBOR for the five-year loan, and from 2.05% to 2.85% over LIBOR for the seven-year loan, and each loan has no LIBOR floor. As of December 31, 2011, the Company had received two investment grade ratings, and therefore pricing on the Term Loan Facility ranges from 1.45% to 2.10% over LIBOR for the five-year loan, and from 1.60% to 2.25% over LIBOR for the seven-year loan.

On December 9, 2011, we entered into a new credit facility comprised of a $100 million unsecured term loan maturing in December 2014; a $200 million unsecured term loan maturing in March 2017; and a $300 million unsecured revolving facility maturing in December 2015 (the “Credit Facility”). The Credit Facility replaces in its entirety our previous facility.

Pricing on the Credit Facility depends on our unsecured debt credit rating. At our current Baa3/BBB- level, amounts drawn under the revolving facility are priced at 1.80% over LIBOR, with no LIBOR floor. Amounts drawn under the term loan portion of the Credit Facility are priced at 1.75% over LIBOR, with no LIBOR floor.

As of September 30, 2012, $200 million of unsecured term loan borrowings were outstanding under the Term Loan Facility, $300 million of unsecured term loan and $65.5 million of unsecured revolving loan borrowings were outstanding under the Credit Facility, and $234.5 million was available for borrowing on the unsecured revolving portion of the Credit Facility. We had interest rate swaps as of September 30, 2012, that fix LIBOR on $200 million of borrowings under the Credit Facility maturing in March 2017 at 1.34%. In addition, at September 30, 2012, we had interest rate swaps that fix LIBOR on both the five and seven-year term loans under the Term Loan Facility through their respective maturity dates. The interest rate swap agreements fix thirty day LIBOR over the terms of the five and seven-year term loans at 1.80% and 2.47%, respectively. As of September 30, 2012, borrowings under the Credit Facility and Term Loan Facility had a weighted average interest rate of 3.11%.

The Term Loan Facility and the term loans under the Credit Facility were fully drawn at September 30, 2012, and no further borrowings may be made under those term loans. The Company’s ability to borrow under the revolving portion of the Credit Facility is subject to ongoing compliance with certain financial covenants which include:

- Maximum total indebtedness to total asset value of 60.0% at any time;
- Minimum fixed charge coverage ratio of 1.50:1.00; and
- Minimum tangible net worth of $821,211,200 plus 75% of net proceeds from equity issuances after June 30, 2010.

Further, under the Credit Facility and Term Loan Facility, we are restricted from paying distributions on our common shares that would exceed an amount equal to the greater of (i) 95% of our funds from operations, and (ii) such amount as may be necessary to maintain the Parent Company’s REIT status.

We are currently in compliance with all of our financial covenants and anticipate being in compliance with all of our financial covenants through the terms of the Credit Facility and Term Loan Facility.

### Senior Note Issuance

On June 26, 2012, the Operating Partnership issued $250 million in aggregate principal amount of unsecured senior notes due July 15, 2022 (the “senior notes”) which bear interest at a rate of 4.80%. The senior notes had an effective interest rate of 4.82% at September 30, 2012. The indenture under which the unsecured 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 less than 1.5:1 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. We are currently in compliance with all its financial covenants under the senior notes.

### At The Market Program

Pursuant to our sales agreement with Cantor Fitzgerald & Co. (the “Sales Agent”), dated April 3, 2009, as amended on January 26, 2011 and September 16, 2011 (as amended, the “Sales Agreement”), we may sell up to 20 million common shares at “at the market” prices. During the quarter ended September 30, 2012, we sold 4.7 million shares with an average sales price of $12.81 per share, resulting in net proceeds of $59.1 million under the program. Since the inception of the program in 2009, we have sold 12.9 million shares with an average sales price of $9.30 per share, resulting in net proceeds of $119.2 million used to fund the acquisition of storage facilities and for general corporate purposes. At September 30, 2012, we had 7.1 million shares available for sale under the program.

### 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, amounts attributable to noncontrolling interests, other expense, depreciation and amortization expense, general and administrative expense, and deducting from net income: income from discontinued operations, gains on disposition of discontinued operations, other income, gain on remeasurement of investment in real estate ventures, and interest income. NOI is not a measure of performance calculated in accordance with GAAP.

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

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 facility managers to evaluate the economic productivity of our facilities, including our ability to lease our facilities, 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 expense, 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

Pursuant to the revised definition of Funds from Operations adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”), we calculate Funds from Operations, or “FFO,” by adjusting net income (computed in accordance with GAAP, including non-recurring items) for gains (or losses) from sales of properties, gains on remeasurement of investment in real estate ventures, impairments of depreciable properties, real estate related depreciation and amortization, and after adjustment for unconsolidated partnerships and joint ventures. FFO is a non-GAAP financial measure. We believe the use of FFO, combined with the required primary GAAP presentations, enhances the understanding of operating results of REITs among the investing public and makes comparisons of REIT operating results more meaningful. Management generally considers FFO to be a useful measure for reviewing our comparative operating and financial performance because, by excluding gains and losses related to sales of previously depreciated operating real estate assets, impairments of depreciable assets, and excluding real estate asset depreciation and amortization (which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates), FFO can help one compare the operating performance of a company’s real estate between periods or as compared to different companies. Our computation of FFO may not be comparable to FFO reported by other REITs or real estate companies that do not define FFO in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently.

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.

### 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 other one-time items, which we believe are not indicative of the Company’s operating results.

The following table presents a reconciliation of net income (loss) to FFO and FFO, As adjusted, for the three and nine months ended September 30, 2012 and 2011 (in thousands):

|  | Three months ended September 30, 2012 | 2011 | Nine months ended September 30, 2012 | 2011 |
| --- | ---: | ---: | ---: | ---: |
| **Net income (loss)** | $134 | $6,828 | $(4,170) | $7,613 |
| Add (deduct): |  |  |  |  |
| Real estate depreciation and amortization: |  |  |  |  |
| Real property - continuing operations | 29,424 | 15,043 | 81,369 | 45,108 |
| Real property - discontinued operations | 162 | 563 | 948 | 1,289 |
| Company’s share of unconsolidated real estate ventures | 513 | 28 | 1,540 | 28 |
| Noncontrolling interest’s share of consolidated real estate ventures | (191) | (422) | (1,049) | (1,323) |
| Gains on sale of real estate | (197) | (3,527) | (6,403) | (3,527) |
| Gain on remeasurement of investment in real estate venture | (7,023) | — | (7,023) | — |
| Noncontrolling interests in the Operating Partnership | 5 | 329 | (106) | 368 |
| **FFO** | $22,827 | $18,842 | $65,106 | $49,556 |
| Add (deduct): |  |  |  |  |
| Loan procurement amortization expense - early repayment of debt | — | — | — | 2,085 |
| Discontinued operations - settlement proceeds | — | — | — | (1,895) |
| Acquisition related costs | 1,527 | 374 | 2,390 | 629 |
| **FFO, as adjusted** | $24,354 | $19,216 | $67,496 | $50,375 |
| Weighted-average diluted shares and units outstanding | 130,384 | 105,013 | 129,222 | 104,997 |

### Off-Balance Sheet Arrangements

We do not currently have any off-balance sheet arrangements.

## Market risk

As filed, 2,879 characters.

The Company’s future income, cash flows and fair values relevant to financial instruments depend upon prevailing interest rates.

### 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 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 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 rates chosen.

As of September 30, 2012 our consolidated debt consisted of $903.3 million of outstanding mortgages, unsecured senior notes and unsecured term loans that are subject to fixed rates, including variable rate debt that is effectively fixed through our use of interest rate swaps. There was $171.1 million of outstanding credit facility borrowings subject to floating rates. Changes in interest rates have different impacts on the fixed and variable rate portions of our debt portfolio. A change in 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 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.

If market rates of interest 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 $1.7 million a year. If market rates of interest 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 $1.7 million a year.

If market rates of interest increase by 1%, the fair value of our outstanding fixed-rate mortgage debt and unsecured term loans would decrease by approximately $32.5 million. If market rates of interest decrease by 1%, the fair value of our outstanding fixed-rate mortgage debt and unsecured term loans would increase by approximately $34.9 million.

## Controls and procedures

As filed, 3,345 characters.

### 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 Securities Exchange Act of 1934, as amended (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.

### Changes in Internal Controls 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.

### 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.

### Changes in Internal Controls 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 its most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.

Filed Nov 9, 2012.
Source: SEC EDGAR, the filing index for accession 0001104659-12-076716. Last ingested by Listed: Nov 7, 2026, 12:41 ET. No prices; not investment advice.