sts

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


(Mark one)
☑	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2024.

or

☐	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from to .

Commission file number:
001-32324 (CubeSmart)
000-54462 (CubeSmart, L.P.)

CUBESMART

CUBESMART, L.P.

(Exact Name of Registrant as Specified in its Charter)


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

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

(610) 535-5000

(Registrant’s Telephone Number, Including Area Code)

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

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 the 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).


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

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


Class		Outstanding at July 31, 2024
Common shares, $0.01 par value per share, of CubeSmart		225,198,729

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EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the period ended June 30, 2024 of CubeSmart (the “Parent Company” or “CubeSmart”) and CubeSmart, L.P. (the “Operating Partnership”). The Parent Company is a Maryland real estate investment trust (“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 or the Operating Partnership.

The Parent Company is the sole general partner of the Operating Partnership and, as of June 30, 2024, owned a 99.5% interest in the Operating Partnership. The remaining 0.5% 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 consolidated 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 unaudited consolidated financial statements of the Parent Company and the Operating Partnership are nearly identical.

The Company believes that combining the quarterly reports on Form 10-Q of the Parent Company and the Operating Partnership into a single report will:

●

facilitate a better understanding by the investors of the Parent Company and the Operating Partnership by enabling them to view the business as a whole in the same manner as management views and operates the business;

●

remove duplicative disclosures and provide a more straightforward presentation in light of the fact that a substantial portion of the disclosure applies to both the Parent Company and the Operating Partnership; and

●

create time and cost efficiencies through the preparation of one combined report instead of two separate reports.

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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 consolidated financial statements. The separate discussions of the Parent Company and the Operating Partnership in this report should be read in conjunction with each other to understand the results of the Company’s operations on a consolidated basis and how management operates the Company.

This report also includes separate Item 4 - 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, and 18 U.S.C. §1350.

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TABLE OF CONTENTS


Part I. FINANCIAL INFORMATION
Item 1. Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3. Quantitative and Qualitative Disclosures About Market Risk	40
Item 4. Controls and Procedures	40

Part II. OTHER INFORMATION
Item 1. Legal Proceedings	41
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 5. Other Information	42
Item 6. Exhibits	43

Filing Format

This combined Form 10-Q is being filed separately by CubeSmart and CubeSmart, L.P.

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Forward-Looking Statements

This Quarterly Report on Form 10-Q, or “this Report”, together with other statements and information publicly disseminated by the Parent Company and the Operating Partnership, contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the “Exchange Act.” Forward-looking statements include statements concerning the Company’s plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions and other information that is not historical information. In some cases, forward-looking statements can be identified by terminology such as “believes”, “expects”, “estimates”, “may”, “will”, “should”, “anticipates”, or “intends” or the negative of such terms or other comparable terminology, or by discussions of strategy. Such statements are based on assumptions and expectations that may not be realized and are inherently subject to risks, uncertainties and other factors, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Although we believe the expectations reflected in these forward-looking statements are based on reasonable assumptions, future events and actual results, performance, transactions or achievements, financial and otherwise, may differ materially from the results, performance, transactions or achievements expressed or implied by the forward-looking statements. As a result, you should not rely on or construe any forward-looking statements in this Report, or which management 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 the Parent Company’s and the Operating Partnership’s combined Annual Report on Form 10-K for the year ended December 31, 2023 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 economic conditions in the real estate industry and in the markets in which we own and operate self-storage properties;

●

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 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;

●

increases in interest rates and operating costs;

●

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 debt;

●

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

●

risks related to our ability to maintain our 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;

●

cybersecurity breaches, cyber or ransomware attacks or a failure of our networks, systems or technology, which could adversely impact our business, customer and employee relationships or result in fraudulent payments;

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●

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

●

risks related to or consequences of earthquakes, hurricanes, windstorms, floods, other natural disasters or acts of violence, pandemics, active shooters, terrorism, insurrection or war that impact the markets in which we operate;

●

potential environmental and other material liabilities;

●

governmental, administrative and executive orders, regulations 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, indemnity or recovery from insurance against risks and losses;

●

our 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 the Parent Company’s and the Operating Partnership’s combined Annual Report on Form 10-K for the year ended December 31, 2023 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.

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CUBESMART AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)


	June 30,		December 31,
	2024		2023
	(unaudited)

ASSETS
Storage properties	$	7,415,426	$	7,367,613
Less: Accumulated depreciation		(1,503,487)		(1,416,377)
Storage properties, net (includes VIE amounts of $189,262 and $180,615, respectively)		5,911,939		5,951,236
Cash and cash equivalents (includes VIE amounts of $2,355 and $3,002, respectively)		5,656		6,526
Restricted cash		1,614		1,691
Loan procurement costs, net of amortization		3,364		3,995
Investment in real estate ventures, at equity		94,053		98,288
Other assets, net		167,830		163,284
Total assets	$	6,184,456	$	6,225,020

LIABILITIES AND EQUITY
Unsecured senior notes, net	$	2,778,560	$	2,776,490
Revolving credit facility		10,600		18,100
Mortgage loans and notes payable, net		95,388		128,186
Lease liabilities - finance leases		65,685		65,714
Accounts payable, accrued expenses and other liabilities		230,287		201,419
Distributions payable		116,014		115,820
Deferred revenue		40,576		38,483
Total liabilities		3,337,110		3,344,212

Noncontrolling interests in the Operating Partnership		55,930		60,276

Commitments and contingencies

Equity
Common shares $.01 par value, 400,000,000 shares authorized, 225,196,862 and 224,921,053 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively		2,252		2,249
Additional paid-in capital		4,154,269		4,142,229
Accumulated other comprehensive loss		(371)		(411)
Accumulated deficit		(1,386,056)		(1,345,239)
Total CubeSmart shareholders’ equity		2,770,094		2,798,828
Noncontrolling interests in subsidiaries		21,322		21,704
Total equity		2,791,416		2,820,532
Total liabilities and equity	$	6,184,456	$	6,225,020

See accompanying notes to the unaudited consolidated financial statements.

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CUBESMART AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023

REVENUES
Rental income	$	226,791	$	225,910	$	451,981	$	449,494
Other property related income		28,958		25,760		55,274		50,144
Property management fee income		10,460		9,135		20,360		17,695
Total revenues		266,209		260,805		527,615		517,333
OPERATING EXPENSES
Property operating expenses		83,097		74,821		160,134		145,948
Depreciation and amortization		51,035		50,358		101,752		100,687
General and administrative		14,622		14,325		30,247		28,999
Total operating expenses		148,754		139,504		292,133		275,634
OTHER (EXPENSE) INCOME
Interest:
Interest expense on loans		(22,767)		(23,544)		(45,686)		(47,235)
Loan procurement amortization expense		(1,015)		(1,041)		(2,045)		(2,081)
Equity in earnings of real estate ventures		425		790		1,270		3,341
Other		88		777		23		501
Total other expense		(23,269)		(23,018)		(46,438)		(45,474)
NET INCOME		94,186		98,283		189,044		196,225
Net income attributable to noncontrolling interests in the Operating Partnership		(524)		(616)		(1,065)		(1,230)
Net loss attributable to noncontrolling interests in subsidiaries		302		212		512		450
NET INCOME ATTRIBUTABLE TO THE COMPANY	$	93,964	$	97,879	$	188,491	$	195,445

Basic earnings per share attributable to common shareholders	$	0.42	$	0.43	$	0.83	$	0.87
Diluted earnings per share attributable to common shareholders	$	0.41	$	0.43	$	0.83	$	0.86

Weighted average basic shares outstanding		225,886		225,388		225,827		225,342
Weighted average diluted shares outstanding		226,618		226,275		226,593		226,238

See accompanying notes to the unaudited consolidated financial statements.

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CUBESMART AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

(unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023

NET INCOME	$	94,186	$	98,283	$	189,044	$	196,225
Other comprehensive income:
Reclassification of realized losses on interest rate swaps		20		20		40		40
OTHER COMPREHENSIVE INCOME:		20		20		40		40
COMPREHENSIVE INCOME		94,206		98,303		189,084		196,265
Comprehensive income attributable to noncontrolling interests in the Operating Partnership		(524)		(616)		(1,065)		(1,230)
Comprehensive loss attributable to noncontrolling interests in subsidiaries		302		212		512		450
COMPREHENSIVE INCOME ATTRIBUTABLE TO THE COMPANY	$	93,984	$	97,899	$	188,531	$	195,485

See accompanying notes to the unaudited consolidated financial statements.

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CUBESMART AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(in thousands)

(unaudited)



																Noncontrolling
				Additional		Accumulated Other				Total CubeSmart		Noncontrolling				Interests in the
	Common Shares			Paid-in		Comprehensive		Accumulated		Shareholders’		Interests in		Total		Operating
	Number	Amount		Capital		(Loss) Income		Deficit		Equity		Subsidiaries		Equity		Partnership

Balance at December 31, 2023	224,921	$	2,249	$	4,142,229	$	(411)	$	(1,345,239)	$	2,798,828	$	21,704	$	2,820,532	$	60,276
Contributions from noncontrolling interests in subsidiaries													309		309
Distributions paid to noncontrolling interests in subsidiaries													(125)		(125)
Issuance of common shares, net					(10)						(10)				(10)
Issuance of restricted shares	24		1								1				1
Conversion from units to shares	12				561						561				561		(561)
Exercise of stock options	8				201						201				201
Amortization of restricted shares					1,189						1,189				1,189
Share compensation expense					802						802				802
Adjustment for noncontrolling interests in the Operating Partnership									1,346		1,346				1,346		(1,346)
Net income (loss)									94,527		94,527		(210)		94,317		541
Other comprehensive income, net							20				20				20
Common share distributions ($0.51 per share)									(115,357)		(115,357)				(115,357)		(657)
Balance at March 31, 2024	224,965	$	2,250	$	4,144,972	$	(391)	$	(1,364,723)	$	2,782,108	$	21,678	$	2,803,786	$	58,253
Distributions paid to noncontrolling interests in subsidiaries													(54)		(54)
Issuance of common shares, net					(39)						(39)				(39)
Issuance of restricted shares	28
Conversion from units to shares	50		1		2,122						2,123				2,123		(2,123)
Exercise of stock options	154		1		4,517						4,518				4,518
Amortization of restricted shares					1,897						1,897				1,897
Share compensation expense					800						800				800
Adjustment for noncontrolling interests in the Operating Partnership									93		93				93		(93)
Net income (loss)									93,964		93,964		(302)		93,662		524
Other comprehensive income							20				20				20
Common share distributions ($0.51 per share)									(115,390)		(115,390)				(115,390)		(631)
Balance at June 30, 2024	225,197	$	2,252	$	4,154,269	$	(371)	$	(1,386,056)	$	2,770,094	$	21,322	$	2,791,416	$	55,930


																Noncontrolling
				Additional		Accumulated Other				Total CubeSmart		Noncontrolling				Interests in the
	Common Shares			Paid-in		Comprehensive		Accumulated		Shareholders’		Interests in		Total		Operating
	Number	Amount		Capital		(Loss) Income		Deficit		Equity		Subsidiaries		Equity		Partnership

Balance at December 31, 2022	224,603	$	2,246	$	4,125,478	$	(491)	$	(1,301,030)	$	2,826,203	$	14,178	$	2,840,381	$	57,419
Distributions paid to noncontrolling interests in subsidiaries													(107)		(107)
Issuance of common shares, net					(91)						(91)				(91)
Issuance of restricted shares	22
Conversion from units to shares	8				361						361				361		(361)
Exercise of stock options	39		1		914						915				915
Amortization of restricted shares					1,171						1,171				1,171
Share compensation expense					730						730				730
Adjustment for noncontrolling interests in the Operating Partnership									(8,588)		(8,588)				(8,588)		8,588
Net income (loss)									97,566		97,566		(238)		97,328		614
Other comprehensive income, net							20				20				20
Common share distributions ($0.49 per share)									(110,524)		(110,524)				(110,524)		(695)
Balance at March 31, 2023	224,672	$	2,247	$	4,128,563	$	(471)	$	(1,322,576)	$	2,807,763	$	13,833	$	2,821,596	$	65,565
Contributions from noncontrolling interests in subsidiaries													797		797
Distributions paid to noncontrolling interests in subsidiaries													(54)		(54)
Acquisition of noncontrolling interest in subsidiary
Issuance of common shares, net					(55)						(55)				(55)
Issuance of restricted shares	20
Exercise of stock options	105		1		1,800						1,801				1,801
Amortization of restricted shares					1,621						1,621				1,621
Share compensation expense					692						692				692
Adjustment for noncontrolling interest in the Operating Partnership									2,134		2,134				2,134		(2,134)
Net income (loss)									97,879		97,879		(212)		97,667		616
Other comprehensive income, net							20				20				20
Common share distributions ($0.49 per share)									(110,585)		(110,585)				(110,585)		(695)
Balance at June 30, 2023	224,797	$	2,248	$	4,132,621	$	(451)	$	(1,333,148)	$	2,801,270	$	14,364	$	2,815,634	$	63,352

See accompanying notes to the unaudited consolidated financial statements.

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CUBESMART AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Six Months Ended June 30,
	2024		2023
Operating Activities
Net income	$	189,044	$	196,225
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization, including amortization of loan procurement costs		103,797		102,768
Non-cash portion of interest expense related to finance leases		(29)		(31)
Equity in earnings of real estate ventures		(1,270)		(3,341)
Cash distributed from real estate ventures		2,325		2,311
Equity compensation expense		5,687		4,985
Accretion of fair market value adjustment of debt		(289)		(531)
Changes in other operating accounts:
Other assets		(6,070)		(18,888)
Accounts payable and accrued expenses		25,804		14,097
Other liabilities		2,013		1,487
Net cash provided by operating activities	$	321,012	$	299,082
Investing Activities
Acquisitions of storage properties		(20,147)		—
Additions and improvements to storage properties		(21,068)		(25,274)
Development costs		(16,528)		(27,718)
Investments in real estate ventures		(310)		(10)
Cash distributed from real estate ventures		3,490		5,551
Net cash used in investing activities	$	(54,563)	$	(47,451)
Financing Activities
Proceeds from:
Revolving credit facility		410,587		454,934
Principal payments on:
Revolving credit facility		(418,087)		(452,634)
Mortgage loans and notes payable		(31,857)		(31,698)
Loan procurement costs		—		(39)
Issuance of common shares, net		(48)		(146)
Cash paid upon vesting of restricted shares		(999)		(771)
Exercise of stock options		4,719		2,716
Contributions from noncontrolling interests in subsidiaries		309		797
Distributions paid to noncontrolling interests in subsidiaries		(179)		(161)
Distributions paid to common shareholders		(230,521)		(221,015)
Distributions paid to noncontrolling interests in Operating Partnership		(1,320)		(1,394)
Net cash used in financing activities	$	(267,396)	$	(249,411)
Change in cash, cash equivalents and restricted cash		(947)		2,220
Cash, cash equivalents and restricted cash at beginning of period		8,217		8,925
Cash, cash equivalents and restricted cash at end of period	$	7,270	$	11,145
Supplemental Cash Flow and Noncash Information
Cash paid for interest, net of interest capitalized	$	46,904	$	48,357
Supplemental disclosure of noncash activities:
Derivative valuation adjustment	$	40	$	40

See accompanying notes to the unaudited consolidated financial statements.

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CUBESMART, L.P. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands)


	June 30,		December 31,
	2024		2023
	(unaudited)

ASSETS
Storage properties	$	7,415,426	$	7,367,613
Less: Accumulated depreciation		(1,503,487)		(1,416,377)
Storage properties, net (includes VIE amounts of $189,262 and $180,615, respectively)		5,911,939		5,951,236
Cash and cash equivalents (includes VIE amounts of $2,355 and $3,002, respectively)		5,656		6,526
Restricted cash		1,614		1,691
Loan procurement costs, net of amortization		3,364		3,995
Investment in real estate ventures, at equity		94,053		98,288
Other assets, net		167,830		163,284
Total assets	$	6,184,456	$	6,225,020

LIABILITIES AND CAPITAL
Unsecured senior notes, net	$	2,778,560	$	2,776,490
Revolving credit facility		10,600		18,100
Mortgage loans and notes payable, net		95,388		128,186
Lease liabilities - finance leases		65,685		65,714
Accounts payable, accrued expenses and other liabilities		230,287		201,419
Distributions payable		116,014		115,820
Deferred revenue		40,576		38,483
Total liabilities		3,337,110		3,344,212

Limited Partnership interests of third parties		55,930		60,276

Commitments and contingencies

Capital
General Partner		2,770,465		2,799,239
Accumulated other comprehensive loss		(371)		(411)
Total CubeSmart, L.P. capital		2,770,094		2,798,828
Noncontrolling interests in subsidiaries		21,322		21,704
Total capital		2,791,416		2,820,532
Total liabilities and capital	$	6,184,456	$	6,225,020

See accompanying notes to the unaudited consolidated financial statements.

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CUBESMART, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per common unit data)

(unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023

REVENUES
Rental income	$	226,791	$	225,910	$	451,981	$	449,494
Other property related income		28,958		25,760		55,274		50,144
Property management fee income		10,460		9,135		20,360		17,695
Total revenues		266,209		260,805		527,615		517,333
OPERATING EXPENSES
Property operating expenses		83,097		74,821		160,134		145,948
Depreciation and amortization		51,035		50,358		101,752		100,687
General and administrative		14,622		14,325		30,247		28,999
Total operating expenses		148,754		139,504		292,133		275,634
Interest:
Interest expense on loans		(22,767)		(23,544)		(45,686)		(47,235)
Loan procurement amortization expense		(1,015)		(1,041)		(2,045)		(2,081)
Equity in earnings of real estate ventures		425		790		1,270		3,341
Other		88		777		23		501
Total other expense		(23,269)		(23,018)		(46,438)		(45,474)
NET INCOME		94,186		98,283		189,044		196,225
Net loss attributable to noncontrolling interests in subsidiaries		302		212		512		450
NET INCOME ATTRIBUTABLE TO CUBESMART L.P.	$	94,488	$	98,495	$	189,556	$	196,675

Basic earnings per unit attributable to CubeSmart, L.P.	$	0.42	$	0.43	$	0.83	$	0.87
Diluted earnings per unit attributable to CubeSmart, L.P.	$	0.41	$	0.43	$	0.83	$	0.86

Weighted average basic units outstanding		227,145		226,807		227,101		226,763
Weighted average diluted units outstanding		227,877		227,694		227,867		227,659

See accompanying notes to the unaudited consolidated financial statements.

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CUBESMART, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

(unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023

NET INCOME	$	94,186	$	98,283	$	189,044	$	196,225
Other comprehensive income:
Reclassification of realized losses on interest rate swaps		20		20		40		40
OTHER COMPREHENSIVE INCOME:		20		20		40		40
COMPREHENSIVE INCOME		94,206		98,303		189,084		196,265
Comprehensive loss attributable to noncontrolling interests in subsidiaries		302		212		512		450
COMPREHENSIVE INCOME ATTRIBUTABLE TO CUBESMART, L.P.	$	94,508	$	98,515	$	189,596	$	196,715

See accompanying notes to the unaudited consolidated financial statements.

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CUBESMART, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CAPITAL

(in thousands)

(unaudited)


						Total						Limited
	General Partner			Accumulated Other		CubeSmart		Noncontrolling				Partnership
	OP Units			Comprehensive		L.P.		Interests in		Total		Interests
	Outstanding	Amount		(Loss) Income		Capital		Subsidiaries		Capital		of Third Parties

Balance at December 31, 2023	224,921	$	2,799,239	$	(411)	$	2,798,828	$	21,704	$	2,820,532	$	60,276
Contributions from noncontrolling interests in subsidiaries									309		309
Distributions paid to noncontrolling interests in subsidiaries									(125)		(125)
Issuance of OP units, net			(10)				(10)				(10)
Issuance of restricted OP units	24		1				1				1
Conversion from OP units to shares	12		561				561				561		(561)
Exercise of OP unit options	8		201				201				201
Amortization of restricted OP units			1,189				1,189				1,189
OP unit compensation expense			802				802				802
Adjustment for Limited Partnership interests of third parties			1,346				1,346				1,346		(1,346)
Net income (loss)			94,527				94,527		(210)		94,317		541
Other comprehensive income, net					20		20				20
OP unit distributions ($0.51 per unit)			(115,357)				(115,357)				(115,357)		(657)
Balance at March 31, 2024	224,965	$	2,782,499	$	(391)	$	2,782,108	$	21,678	$	2,803,786	$	58,253
Distributions to noncontrolling interests in subsidiaries									(54)		(54)
Issuance of OP units, net			(39)				(39)				(39)
Issuance of restricted OP units	28
Conversion from OP units to shares	50		2,123				2,123				2,123		(2,123)
Exercise of OP unit options	154		4,518				4,518				4,518
Amortization of restricted OP units			1,897				1,897				1,897
OP unit compensation expense			800				800				800
Adjustment for Limited Partnership interests of third parties			93				93				93		(93)
Net income (loss)			93,964				93,964		(302)		93,662		524
Other comprehensive income, net					20		20				20
OP unit distributions ($0.51 per unit)			(115,390)				(115,390)				(115,390)		(631)
Balance at June 30, 2024	225,197	$	2,770,465	$	(371)	$	2,770,094	$	21,322	$	2,791,416	$	55,930


						Total						Limited
	General Partner			Accumulated Other		CubeSmart		Noncontrolling				Partnership
	OP Units	Operating		Comprehensive		L.P.		Interests in		Total		Interests
	Outstanding	Partner		(Loss) Income		Capital		Subsidiaries		Capital		of Third Parties

Balance at December 31, 2022	224,603	$	2,826,694	$	(491)	$	2,826,203	$	14,178	$	2,840,381	$	57,419
Distributions paid to noncontrolling interests in subsidiaries									(107)		(107)
Issuance of OP units, net			(91)				(91)				(91)
Issuance of restricted OP units	22
Conversion from OP units to shares	8		361				361				361		(361)
Exercise of OP unit options	39		915				915				915
Amortization of restricted OP units			1,171				1,171				1,171
OP unit compensation expense			730				730				730
Adjustment for Limited Partnership interests of third parties			(8,588)				(8,588)				(8,588)		8,588
Net income (loss)			97,566				97,566		(238)		97,328		614
Other comprehensive income, net					20		20				20
OP unit distributions ($0.49 per unit)			(110,524)				(110,524)				(110,524)		(695)
Balance at March 31, 2023	224,672	$	2,808,234	$	(471)	$	2,807,763	$	13,833	$	2,821,596	$	65,565
Contributions from noncontrolling interests in subsidiaries									797		797
Distributions to noncontrolling interests in subsidiaries									(54)		(54)
Issuance of OP units, net			(55)				(55)				(55)
Issuance of restricted OP units	20
Exercise of OP unit options	105		1,801				1,801				1,801
Amortization of restricted OP units			1,621				1,621				1,621
OP unit compensation expense			692				692				692
Adjustment for Limited Partnership interests of third parties			2,134				2,134				2,134		(2,134)
Net income (loss)			97,879				97,879		(212)		97,667		616
Other comprehensive income, net					20		20				20
OP unit distributions ($0.49 per unit)			(110,585)				(110,585)				(110,585)		(695)
Balance at June 30, 2023	224,797	$	2,801,721	$	(451)	$	2,801,270	$	14,364	$	2,815,634	$	63,352

See accompanying notes to the unaudited consolidated financial statements.

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CUBESMART, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Six Months Ended June 30,
	2024		2023
Operating Activities
Net income	$	189,044	$	196,225
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization, including amortization of loan procurement costs		103,797		102,768
Non-cash portion of interest expense related to finance leases		(29)		(31)
Equity in earnings of real estate ventures		(1,270)		(3,341)
Cash distributed from real estate ventures		2,325		2,311
Equity compensation expense		5,687		4,985
Accretion of fair market value adjustment of debt		(289)		(531)
Changes in other operating accounts:
Other assets		(6,070)		(18,888)
Accounts payable and accrued expenses		25,804		14,097
Other liabilities		2,013		1,487
Net cash provided by operating activities	$	321,012	$	299,082
Investing Activities
Acquisitions of storage properties		(20,147)		—
Additions and improvements to storage properties		(21,068)		(25,274)
Development costs		(16,528)		(27,718)
Investments in real estate ventures		(310)		(10)
Cash distributed from real estate ventures		3,490		5,551
Net cash used in investing activities	$	(54,563)	$	(47,451)
Financing Activities
Proceeds from:
Revolving credit facility		410,587		454,934
Principal payments on:
Revolving credit facility		(418,087)		(452,634)
Mortgage loans and notes payable		(31,857)		(31,698)
Loan procurement costs		—		(39)
Issuance of OP units, net		(48)		(146)
Cash paid upon vesting of restricted OP units		(999)		(771)
Exercise of OP unit options		4,719		2,716
Contributions from noncontrolling interests in subsidiaries		309		797
Distributions paid to noncontrolling interests in subsidiaries		(179)		(161)
Distributions paid to OP unitholders		(231,841)		(222,409)
Net cash used in financing activities	$	(267,396)	$	(249,411)
Change in cash, cash equivalents and restricted cash		(947)		2,220
Cash, cash equivalents and restricted cash at beginning of period		8,217		8,925
Cash, cash equivalents and restricted cash at end of period	$	7,270	$	11,145
Supplemental Cash Flow and Noncash Information
Cash paid for interest, net of interest capitalized	$	46,904	$	48,357
Supplemental disclosure of noncash activities:
Derivative valuation adjustment	$	40	$	40

See accompanying notes to the unaudited consolidated financial statements.

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CUBESMART AND CUBESMART, L.P.

NOTES TO UNAUDITED 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 unaudited consolidated financial statements, the terms “the Company”, “we” or “our” are used to refer to the Parent Company and the Operating Partnership together, unless the context indicates otherwise. As of June 30, 2024, the Company owned (or partially owned and consolidated) self-storage properties located in the District of Columbia and 24 states throughout the United States, which are presented under one reportable segment: the Company owns, operates, develops, manages and acquires self-storage properties.

As of June 30, 2024, the Parent Company owned approximately 99.5% of the partnership interests (“OP Units” or “common 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 one-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.”

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting and, in the opinion of each of the Parent Company’s and Operating Partnership’s respective management, include all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of financial position, results of operations and cash flows for each respective company for the interim periods presented in accordance with generally accepted accounting principles in the United States (“GAAP”). Accordingly, readers of this Quarterly Report on Form 10-Q should refer to the Parent Company’s and the Operating Partnership’s combined audited financial statements prepared in accordance with GAAP, and the related notes thereto, for the year ended December 31, 2023, which are included in the Parent Company’s and the Operating Partnership’s combined Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The results of operations for the three and six months ended June 30, 2024 and 2023 are not necessarily indicative of the results of operations to be expected for any future period or the full year.

The Operating Partnership meets the criteria as a variable interest entity (“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

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is an obligation of the Operating Partnership, and the Parent Company guarantees the unsecured debt obligations of the Operating Partnership.

Reclassifications

Certain amounts within the Company’s and the Operating Partnership’s unaudited consolidated financial statements have been reclassified in prior years to conform to the current year presentation.

Recently Issued Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07 – Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amended guidance requires the disclosure of incremental segment information, including significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and a reconciliation of segment profit or loss to net income. The title and position of the CODM must also be disclosed, along with how the CODM uses the reported measures to assess segment performance and to allocate resources. Entities with a single reportable segment (such as the Company) will be required to provide the disclosures required by Topic 280, as amended. The standard became effective for the Company on January 1, 2024 and the required disclosures for the Company will begin with its Annual Report on Form 10-K for the fiscal year ending December 31, 2024. The adoption and implementation of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.

3. STORAGE PROPERTIES

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


	June 30,		December 31,
	2024		2023

	(in thousands)
Land	$	1,616,167	$	1,594,742
Buildings and improvements		5,579,096		5,517,544
Equipment		143,283		144,372
Construction in progress		34,935		69,010
Right-of-use assets - finance leases		41,945		41,945
Storage properties		7,415,426		7,367,613
Less: Accumulated depreciation		(1,503,487)		(1,416,377)
Storage properties, net	$	5,911,939	$	5,951,236

The following table summarizes the Company’s acquisition and disposition activity since January 1, 2023.


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

2024 Acquisitions:

Connecticut Assets	Hartford-West Hartford-East Hartford, CT	January 2024	2	$	20,200
			2	$	20,200

2023 Acquisition:

New Jersey Asset	New York-Northern New Jersey-Long Island, NY-NJ-PA	December 2023	1	$	22,000
			1	$	22,000

2023 Disposition:

Illinois Asset ⁽¹⁾	Chicago-Naperville-Joliet, IL-IN-WI	December 2023	1	$	8,000
			1	$	8,000

(1)

This store was subject to an involuntary conversion by the Department of Transportation of the State of Illinois.

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4. INVESTMENT ACTIVITY

2024 Acquisitions

During the six months ended June 30, 2024, the Company acquired a two-store portfolio located in Connecticut for an aggregate purchase price of $20.2 million. In connection with this transaction, 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 relative fair value. Intangible assets consisted of in-place leases, which aggregated to $0.9 million at the time of the acquisition and prior to amortization of such amounts. The estimated life of these in-place leases is 12 months and the amortization expense that was recognized during the three and six months ended June 30, 2024 was approximately $0.2 million and $0.4 million, respectively.

2023 Acquisition

During the year ended December 31, 2023, the Company acquired one store located in New Jersey for a purchase price of $22.0 million. In connection with this transaction, 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 relative fair value. Intangible assets consisted of in-place leases, which aggregated to $2.0 million at the time of the acquisition and prior to amortization of such amounts. The estimated life of these in-place leases is 12 months and the amortization expense that was recognized during the three and six months ended June 30, 2024 was approximately $0.5 million and $1.0 million, respectively. No amortization expense related to this store was recognized during the three or six months ended June 30, 2023.

2023 Dispositions

In August 2023, the Company sold the California Yacht Club, which it purchased in December 2021 as part of the LAACO acquisition, for $0.8 million. A loss of $0.2 million was recognized in conjunction with the sale.

Additionally, in December 2023, a store was subject to an involuntary conversion by the Department of Transportation of the State of Illinois. The Company received $8.0 million as consideration and recorded a gain of $4.8 million.

Development Activity

As of June 30, 2024, the Company had invested in consolidated joint ventures to develop two self-storage properties located in New York. Construction for these projects is expected to be completed during the third quarter of 2025. As of June 30, 2024, development costs incurred to date for these projects totaled $16.8 million. Total construction costs for these projects are expected to be $45.7 million. These costs are capitalized to construction in progress while the project is under development and are reflected in Storage properties on the Company’s consolidated balance sheets.

The Company, through two consolidated joint ventures, completed the construction and opened for operation the following stores during the period of January 1, 2023 through June 30, 2024. 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)

Astoria, NY	1	Q2 2024	70%	$	45,900
Clark, NJ	1	Q2 2024	90%		15,900
	2			$	61,800

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5. INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES

The Company’s investments in unconsolidated real estate ventures are summarized as follows (dollars in thousands):


	CubeSmart	Number of Stores as of		Carrying Value of Investment as of
	Ownership	June 30,	December 31,	June 30,		December 31,
Unconsolidated Real Estate Ventures	Interest	2024	2023	2024		2023
Fontana Self Storage, LLC ("Fontana") ⁽¹⁾	50%	1	1	$	13,387	$	13,575
Rancho Cucamonga Self Storage, LLC ("RCSS") ⁽¹⁾	50%	1	1		20,420		20,679
191 V CUBE LLC ("HVP V")	20%	6	6		12,099		12,759
191 IV CUBE LLC ("HVP IV")	20%	28	28		15,672		17,085
CUBE HHF Northeast Venture LLC ("HHFNE")	10%	13	13		864		951
CUBE HHF Limited Partnership ("HHF")	50%	28	28		31,611		33,239
		77	77	$	94,053	$	98,288

(1)

On December 9, 2021, the Company completed the acquisition of LAACO, which included a 50% interest in Fontana and RCSS, each of which owns one self-storage property in California. As of the date of acquisition, the Company recognized differences between the Company’s equity investment in Fontana and RCSS and the underlying equity reflected at the venture level. These differences are being amortized over the expected useful life of the self-storage properties owned by the ventures. As of June 30, 2024, the remaining unamortized difference was $12.6 million for Fontana and $18.8 million for RCSS.

As of June 30, 2024, the Company also held a 10% interest in 191 IV CUBE Southeast LLC ("HVPSE"). On August 30, 2022, HVPSE sold all 14 of its stores to an unaffiliated third-party buyer for an aggregate sales price of $235.0 million. During the six months ended June 30, 2023, the Company received distributions of $1.7 million in excess of its investment in HVPSE from proceeds that were held back at the time of the sale. These distributions are included in Equity in earnings of real estate ventures within the Company’s consolidated statements of operations. As of June 30, 2024, HVPSE had no significant assets or liabilities.

The Company determined that Fontana, RCSS, HVP V, HVPSE, HVP IV, HHFNE and HHF (collectively, 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. 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 of real estate ventures within the Company’s consolidated statements of operations.

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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 June 30, 2024 and December 31, 2023.


	June 30,		December 31,
	2024		2023

Assets	(in thousands)
Storage properties, net	$	695,559	$	715,142
Other assets		19,488		10,382
Total assets	$	715,047	$	725,524

Liabilities and equity
Debt	$	471,468	$	470,573
Other liabilities		21,778		18,557
Equity
CubeSmart		62,642		66,446
Joint venture partners		159,159		169,948
Total liabilities and equity	$	715,047	$	725,524

The following is a summary of results of operations of the Ventures for the three and six months ended June 30, 2024 and 2023.


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023

	(in thousands)
Total revenues	$	24,840	$	24,555	$	49,426	$	48,619
Operating expenses		(10,540)		(10,545)		(20,915)		(21,064)
Other expenses		(111)		(180)		(217)		(248)
Interest expense, net		(6,576)		(4,425)		(11,234)		(8,508)
Depreciation and amortization		(7,408)		(7,676)		(14,940)		(15,447)
Net income	$	205	$	1,729	$	2,120	$	3,352
Company’s share of net income	$	425	$	790	$	1,270	$	3,341

6. OTHER ASSETS

Other assets were comprised of the following as of June 30, 2024 and December 31, 2023.


	June 30,		December 31,
	2024		2023

	(in thousands)
Intangible assets, net of accumulated amortization of $1,511 and $164, respectively	$	1,326	$	1,806
Accounts receivable, net		9,213		8,944
Prepaid property taxes		6,365		8,171
Prepaid insurance		400		4,879
Amounts due from affiliates (see note 15)		24,977		18,045
Assets related to deferred compensation arrangements		62,342		60,038
Right-of-use assets - operating leases		49,928		50,476
Ground lease receivable		6,220		6,193
Other		7,059		4,732
Total other assets, net	$	167,830	$	163,284

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7. UNSECURED SENIOR NOTES

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


	June 30,		December 31,		Effective		Issuance	Maturity
Unsecured Senior Notes	2024		2023		Interest Rate		Date	Date

	(in thousands)
$300M 4.000% Guaranteed Notes due 2025 ⁽¹⁾	$	300,000	$	300,000	3.99	%	Various ⁽¹⁾	Nov-25
$300M 3.125% Guaranteed Notes due 2026		300,000		300,000	3.18	%	Aug-16	Sep-26
$550M 2.250% Guaranteed Notes due 2028		550,000		550,000	2.33	%	Nov-21	Dec-28
$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		450,000	2.10	%	Oct-20	Feb-31
$500M 2.500% Guaranteed Notes due 2032		500,000		500,000	2.59	%	Nov-21	Feb-32
Principal balance outstanding		2,800,000		2,800,000
Less: Discount on issuance of unsecured senior notes, net		(9,322)		(10,148)
Less: Loan procurement costs, net		(12,118)		(13,362)
Total unsecured senior notes, net	$	2,778,560	$	2,776,490

(1)

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 three and six months ended June 30, 2024, the Operating Partnership was in compliance with all of the financial covenants under the Senior Notes.

8. REVOLVING CREDIT FACILITY

On October 26, 2022, the Company amended and restated, in its entirety, its unsecured revolving credit agreement (the “Second Amended and Restated Credit Facility”) which, subsequent to the amendment and restatement, is comprised of an $850.0 million unsecured revolving credit facility (the “Revolver”) maturing on February 15, 2027. Under the Second Amended and Restated Credit Facility, pricing on the Revolver is dependent upon the Company’s unsecured debt credit ratings and leverage levels. At the Company’s current unsecured debt credit ratings and leverage levels, amounts drawn under the Revolver are priced using a margin of 0.775% plus a facility fee of 0.15% over the Secured Overnight Financing Rate ("SOFR") plus a 0.10% SOFR adjustment.

As of June 30, 2024, borrowings under the Revolver had an interest rate of 6.36%. Additionally, as of June 30, 2024, $838.8 million was available for borrowing under the Revolver. The available balance under the Revolver is reduced by an outstanding letter of credit of $0.6 million.

Under the Second 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

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three and six months ended June 30, 2024, the Operating Partnership was in compliance with all financial covenants of the Second Amended and Restated Credit Facility.

9. MORTGAGE LOANS AND NOTES PAYABLE

The Company’s mortgage loans and notes payable are summarized as follows:


	Carrying Value as of
	June 30,		December 31,		Effective		Maturity
Mortgage Loans and Notes Payable	2024		2023		Interest Rate		Date

	(in thousands)
Annapolis I, MD ⁽¹⁾	$	—	$	4,703	3.78	%	May-24
Brooklyn XV, NY ⁽¹⁾		—		14,746	2.15	%	May-24
Long Island City IV, NY ⁽¹⁾		—		11,946	2.15	%	May-24
Long Island City II, NY		17,604		17,834	2.25	%	Jul-26
Long Island City III, NY		17,607		17,839	2.25	%	Aug-26
Flushing II, NY		54,300		54,300	2.15	%	Jul-29
Principal balance outstanding		89,511		121,368
Plus: Unamortized fair value adjustment		6,573		7,689
Less: Loan procurement costs, net		(696)		(871)
Total mortgage loans and notes payable, net	$	95,388	$	128,186

(1)

These mortgage loans were repaid in full in May 2024.

As of June 30, 2024 and December 31, 2023, the Company’s mortgage loans payable were secured by certain of its self-storage properties with net book values of approximately $235.5 million and $356.1 million, respectively. The following table represents the future principal payment requirements on the outstanding mortgage loans and notes payable as of June 30, 2024 (in thousands):


2024	$	472
2025		979
2026		33,760
2027		—
2028		—
2029		54,300
Total principal payments	$	89,511

10. ACCUMULATED OTHER COMPREHENSIVE LOSS

Accumulated other comprehensive loss represents unrealized losses on interest rate swaps (see note 11). The following table summarizes the changes in accumulated other comprehensive loss for the six months ended June 30, 2024 (in thousands).


	June 30,
	2024
	(in thousands)
Beginning balance at December 31, 2023	$	(413)
Reclassification of realized losses on interest rate swaps ⁽¹⁾		40
Ending balance at June 30, 2024		(373)
Less: portion included in noncontrolling interests in the Operating Partnership		2
Total accumulated other comprehensive loss included in equity	$	(371)

(1)

See note 11 for additional information about the effects of the amounts reclassified.

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11. RISK MANAGEMENT AND USE OF FINANCIAL INSTRUMENTS

The Company is exposed to credit risk with regard to its cash accounts. The Company holds deposits at certain financial institutions in excess of Federal Deposit Insurance Corporation limits. The Company’s cash accounts are held with major financial institutions and management believes that the risk of loss due to disruption at these financial institutions is low.

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.

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 within its consolidated statements of operations realized and unrealized gains and losses with respect to the derivative. As of June 30, 2024 and December 31, 2023, 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. Accordingly, the Interest Rate Swaps were recorded on the Company’s consolidated balance sheets 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 were amortized into interest expense during the period or periods in which the related interest payments affected earnings. On January 24, 2019, in conjunction with the issuance of $300.0 million of outstanding 4.375% senior notes due 2029 (the “2029 Notes”), the Company settled the Interest 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 change in unrealized losses on interest rate swaps reflects a reclassification of twenty thousand dollars and forty thousand dollars of unrealized losses from accumulated other comprehensive loss as an increase to interest expense during the three and six months ended June 30, 2024, respectively. The Company estimates that $0.1 million will be reclassified as an increase to interest expense in the next 12 months.

12. 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.

Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.

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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.

The fair values of financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, other financial instruments included in other assets, accounts payable, accrued expenses and other liabilities approximate their respective carrying values at June 30, 2024 and December 31, 2023.

The following table summarizes the carrying value and estimated fair value of the Company’s debt as of June 30, 2024 and December 31, 2023:


	June 30, 2024		December 31, 2023

		(in thousands)
Carrying value	$	2,884,548	$	2,922,776
Fair value		2,570,862		2,631,221

The fair value of debt estimates were based on a discounted cash flow analysis assuming market interest rates for comparable obligations at June 30, 2024 and December 31, 2023. 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 policies, which is classified within level 2 of the fair value hierarchy. Rates and credit spreads take into consideration general market conditions and maturity.

13. 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. All consolidated joint ventures were formed to develop, own and operate new stores with the exception of Anoka (defined below), which was formed to acquire an existing store that had commenced operations. The following table summarizes the Company’s consolidated joint ventures, each of which are accounted for as VIEs:


		CubeSmart	June 30, 2024
	Number	Ownership	Total		Total		Related Party
Consolidated Joint Ventures	of Stores	Interest	Assets		Liabilities		Loans ⁽¹⁾

			(in thousands)
New Rochelle Investors, LLC ("New Rochelle")	1	70%	$	26,591	$	3,132	$	1,923
1074 Raritan Road, LLC ("Clark")	1	90%		15,471		9,511		8,949
350 Main Street, LLC ("Port Chester")	1	90%		6,268		54		—
Astoria Investors, LLC ("Astoria")	1	70%		45,714		31,555		28,722
CS Lock Up Anoka, LLC ("Anoka")	1	50%		10,015		5,581		5,540
CS Valley Forge Village Storage, LLC ("VFV")	1	70%		18,929		14,878		14,792
CS Vienna, LLC ("Vienna")	1	80%		30,532		35,497		34,875
SH3, LLC ("SH3")	1	90%		36,508		330		—
	8		$	190,028	$	100,538	$	94,801

(1)

Related party loans represent amounts payable from the joint venture to the Company and are included in total liabilities within the table above. The loans and related party interest have been eliminated for consolidation purposes.

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Operating Partnership Ownership

As of June 30, 2024 and December 31, 2023, 1,238,205 and 1,300,462 OP units, respectively, were owned by third parties. The per unit cash redemption amount of the outstanding OP units owned by third parties was calculated based upon the closing price of the common shares of CubeSmart on the New York Stock Exchange on the final trading day of the quarter. Based on the Company’s evaluation of the redemption value of the redeemable noncontrolling interests, the Company has reflected these interests at the greater of the carrying value based on the accumulation of historical cost or the redemption value as of June 30, 2024 and December 31, 2023. The aggregate redemption value of the 1,238,205 OP Units owned by third parties as of June 30, 2024 was $55.9 million.

14. COMMITMENTS AND CONTINGENCIES

Development Commitments

The Company has agreements with developers for the construction of two new self-storage properties (see note 4), which will require payments of approximately $29.4 million, due in installments upon completion of certain construction milestones, during 2024 and 2025.

Litigation

From time to time, the Company is involved in claims 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 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.

15. 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 totaled $1.2 million and $2.4 million for the three and six months ended June 30, 2024, respectively, compared to $1.2 million and $2.3 million, respectively, during the same periods in 2023.

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 $25.0 million and $18.0 million as of June 30, 2024 and December 31, 2023, respectively, and are included in Other assets, net on the consolidated balance sheets. Additionally, the Company had outstanding mortgage loans receivable from consolidated joint ventures of $94.8 million and $86.3 million as of June 30, 2024 and December 31, 2023, respectively, which are eliminated for consolidation purposes. The Company believes that all of these related-party receivables are fully collectible.

The HVP V, HVPSE, HVP IV and HHFNE operating agreements provide for acquisition, disposition and other fees payable from HVP V, HVPSE, HVP IV and HHFNE to the Company upon the closing of a property transaction by HVP V, HVPSE, HVP IV and HHFNE or any of their subsidiaries and completion of certain measures as defined in the operating agreements. There were no such fees recognized during the three or six months ended June 30, 2024 or 2023.

The Company serves as lessor in a ground lease related to land underlying an HVP IV property located in Texas. The Company recognized income associated with this ground lease of $0.1 million during each of the three-month periods ended June 30, 2024 and 2023 and of $0.2 million during each of the six-month periods ended June 30, 2024 and 2023.

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This income is included in the component of other (expense) income designated as Other within the Company’s consolidated statements of operations.

16. EARNINGS PER SHARE AND UNIT AND SHAREHOLDERS’ EQUITY AND CAPITAL

Earnings per share and shareholders’ equity

The following is a summary of the elements used in calculating basic and diluted earnings per share:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023

	(dollars and units in thousands, except per share amounts)
Net income	$	94,186	$	98,283	$	189,044	$	196,225
Net income attributable to noncontrolling interests in the Operating Partnership		(524)		(616)		(1,065)		(1,230)
Net loss attributable to noncontrolling interests in subsidiaries		302		212		512		450
Net income attributable to the Company's common shareholders	$	93,964	$	97,879	$	188,491	$	195,445

Weighted average basic shares outstanding		225,886		225,388		225,827		225,342
Share options and restricted share units		732		887		766		896
Weighted average diluted shares outstanding ⁽¹⁾		226,618		226,275		226,593		226,238

Basic earnings per share attributable to common shareholders	$	0.42	$	0.43	$	0.83	$	0.87
Diluted earnings per share attributable to common shareholders ⁽²⁾	$	0.41	$	0.43	$	0.83	$	0.86

Income allocated to noncontrolling interests of the Operating Partnership has been excluded from the numerator and OP units owned by third parties have been omitted from the denominator for the purpose of computing diluted earnings per share since the effect of including these amounts in the numerator and denominator would be anti-dilutive. Weighted average outstanding OP units owned by third parties were 1.3 million for both the three and six months ended June 30, 2024 compared to 1.4 million for both the three and six months ended June 30, 2023.

Earnings per unit and capital

The following is a summary of the elements used in calculating basic and diluted earnings per unit:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023

	(dollars and units in thousands, except per unit amounts)
Net income	$	94,186	$	98,283	$	189,044	$	196,225
Net loss attributable to noncontrolling interests in subsidiaries		302		212		512		450
Net income attributable to CubeSmart, L.P.	$	94,488	$	98,495	$	189,556	$	196,675

Weighted average basic units outstanding ⁽³⁾		227,145		226,807		227,101		226,763
Unit options and restricted share units		732		887		766		896
Weighted average diluted units outstanding ⁽¹⁾ ⁽³⁾		227,877		227,694		227,867		227,659

Basic earnings per unit attributable to CubeSmart, L.P.	$	0.42	$	0.43	$	0.83	$	0.87
Diluted earnings per unit attributable to CubeSmart, L.P. ⁽²⁾	$	0.41	$	0.43	$	0.83	$	0.86

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(1)

For the three and six months ended June 30, 2024, the Company declared cash dividends per common share/unit of $0.51 and $1.02, respectively. For the three and six months ended June 30, 2023, the Company declared cash dividends per common share/unit of $0.49 and $0.98, respectively.

(2)

The amounts of anti-dilutive options that were excluded from the computation of diluted earnings per share/unit were 1.1 million for both the three and six months ended June 30, 2024 and 0.7 million for both the three and six months ended June 30, 2023.

(3)

Prior period amounts have been updated to conform to current year presentation.

The OP Units owned by the General Partner and the OP Units owned by third parties have essentially the same economic characteristics as they share equally in the total net income or loss and distributions of the Operating Partnership. OP Units owned by third parties may be redeemed for cash or, at the Company’s option, common shares of CubeSmart on a one-for-one basis. The following is a summary of OP Units outstanding:


	As of June 30,
	2024	2023
Outstanding OP Units owned by third parties	1,238,205	1,418,549
Outstanding OP Units owned by the General Partner	225,196,862	224,797,239

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the consolidated 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 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 complete 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, 2023.

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 June 30, 2024 and December 31, 2023, we owned (or partially owned and consolidated) 615 self-storage properties containing an aggregate of approximately 44.4 million rentable square feet and 611 self-storage properties containing an aggregate of approximately 44.1 million rentable square feet, respectively. As of June 30, 2024, 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 June 30, 2024, we managed 879 stores for third parties (including 77 stores containing an aggregate of approximately 5.6 million rentable square feet as part of six separate unconsolidated real estate ventures) bringing the total number of stores we owned and/or managed to 1,494. As of June 30, 2024, we managed stores for third parties in the District of Columbia and the following 39 states: Alabama, Arizona, Arkansas, California, Colorado, Connecticut, Delaware, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Nebraska, Nevada, New Jersey, New Mexico, New York, North Carolina, Ohio, Oklahoma, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Vermont, Virginia, Washington and Wisconsin.

We derive substantially all of our revenue from customers who lease space at our stores and fees earned from managing stores. 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, inflation, deflation, 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.

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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 New York, Florida, California and Texas provided approximately 18%, 14%, 11% and 9%, respectively, of total revenues for the six months ended June 30, 2024.

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 unaudited consolidated financial statements included in this Report. Certain of the accounting policies used in the preparation of these unaudited consolidated financial statements are particularly important for an understanding of the financial position and results of operations presented in this Report. For additional discussion of the Company’s significant accounting policies, see note 2 to the consolidated financial statements included in the Parent Company’s and Operating Partnership’s combined Annual Report on Form 10-K for the year ended December 31, 2023. 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 unaudited 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. 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. The Company may also consider additional factors included in the authoritative guidance, such as whether or not it is the partner in the VIE that is most closely associated with the VIE. 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, 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 in which the limited partners do not have substantive participating rights, or the ability to dissolve the entity or remove the Company without cause nor substantive participating rights.

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 relative fair values. Allocations to land, building and improvements and equipment are recorded based upon their respective relative 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 asset is generally amortized to expense over the expected remaining term of the respective 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 contracts. Accordingly, to date, no portion of the purchase price has been allocated to above- or below-market lease intangibles associated with storage leases assumed at acquisition. Above- or below- market lease intangibles associated with assumed 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 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

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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 three and six months ended June 30, 2024 and 2023.

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 an asset (or group of assets), (b) the asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets, (c) an active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated, (d) the sale of the asset is probable and transfer of the asset is expected to be completed within one year, (e) the asset 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. Assets 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 no stores classified as held for sale as of June 30, 2024.

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 appraisals. There were no impairment losses related to the Company’s investments in unconsolidated real estate ventures recognized during the three and six months ended June 30, 2024 or 2023.

Differences between the Company’s net investment in unconsolidated real estate ventures and its underlying equity in the net assets of the ventures are primarily a result of the Company acquiring interests in existing unconsolidated real estate ventures. The Company’s net investment in unconsolidated real estate ventures was greater than its underlying equity in the net assets of the unconsolidated real estate ventures by an aggregate of $31.4 million and $31.8 million as of June 30, 2024 and December 31, 2023, respectively. These differences are amortized over the lives of the self-storage properties owned by the real estate ventures. This amortization is included in Equity in earnings of real estate ventures within our consolidated statements of operations.

Results of Operations

The following discussion of our results of operations should be read in conjunction with our unaudited consolidated financial statements and the accompanying notes thereto. Historical results set forth in our consolidated statements of

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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 periods 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 June 30, 2024, we owned 598 same-store properties and 17 non same-store properties. The non same-store property portfolio results include 2023 and 2024 acquisitions, dispositions, newly developed stores, stores with a significant portion of 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 unaudited consolidated financial statements contained in this Report.

Acquisition and Development Activities

The comparability of our results of operations is affected by the timing of acquisition and disposition activities during the periods reported. The following table summarizes the change in the number of owned stores from January 1, 2023 through June 30, 2024:


	2024	2023

Balance - January 1	611	611
Stores acquired	2	—
Balance - March 31	613	611
Stores developed	2	—
Balance - June 30	615	611
Stores acquired		—
Balance - September 30		611
Stores acquired		1
Stores sold ⁽¹⁾		(1)
Balance - December 31		611

(1)

For the quarter ended December 31, 2023, relates to one store that was subject to an involuntary conversion by the Department of Transportation of the State of Illinois.

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Comparison of the three months ended June 30, 2024 to the three months ended June 30, 2023 (in thousands)


											Non Same-Store						Other/
	Same-Store Property Portfolio										Property Portfolio						Eliminations				Total Portfolio
									%																				%
	2024			2023			Change		Change		2024			2023			2024		2023		2024			2023			Change		Change
REVENUES:
Rental income	$	221,025		$	221,623		$	(598)	(0.3)	%	$	5,766		$	4,287		$	—	$	—	$	226,791		$	225,910		$	881	0.4	%
Other property related income		11,475			10,098			1,377	13.6	%		305			211			17,178		15,451		28,958			25,760			3,198	12.4	%
Property management fee income		—			—			—	0.0	%		—			—			10,460		9,135		10,460			9,135			1,325	14.5	%
Total revenues		232,500			231,721			779	0.3	%		6,071			4,498			27,638		24,586		266,209			260,805			5,404	2.1	%

OPERATING EXPENSES:
Property operating expenses		67,056			64,341			2,715	4.2	%		2,378			1,687			13,663		8,793		83,097			74,821			8,276	11.1	%
NET OPERATING INCOME:		165,444			167,380			(1,936)	(1.2)	%		3,693			2,811			13,975		15,793		183,112			185,984			(2,872)	(1.5)	%

Store count		598			598							17			13							615			611
Total square feet		42,984			42,984							1,445			1,108							44,429			44,092
Period end occupancy		91.9	%		92.6	%						74.6	%		67.8	%						91.3	%		92.0	%
Period average occupancy		91.5	%		92.6	%
Realized annual rent per occupied sq. ft. ⁽¹⁾	$	22.47		$	22.28

Depreciation and amortization																						51,035			50,358			677	1.3	%
General and administrative																						14,622			14,325			297	2.1	%
Subtotal																						65,657			64,683			974	1.5	%

OTHER (EXPENSE) INCOME
Interest:
Interest expense on loans																						(22,767)			(23,544)			777	3.3	%
Loan procurement amortization expense																						(1,015)			(1,041)			26	2.5	%
Equity in earnings of real estate ventures																						425			790			(365)	(46.2)	%
Other																						88			777			(689)	(88.7)	%
Total other (expense) income																						(23,269)			(23,018)			(251)	(1.1)	%
NET INCOME																						94,186			98,283			(4,097)	(4.2)	%
Net income attributable to noncontrolling interests in the Operating Partnership																						(524)			(616)			92	14.9	%
Net loss attributable to noncontrolling interests in subsidiaries																						302			212			90	42.5	%
NET INCOME ATTRIBUTABLE TO THE COMPANY'S COMMON SHAREHOLDERS																					$	93,964		$	97,879		$	(3,915)	(4.0)	%

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

Revenues

Revenues increased from $260.8 million for the three months ended June 30, 2023 to $266.2 million for the three months ended June 30, 2024, an increase of $5.4 million, or 2.1%. This increase was primarily attributable to additional revenues from stores acquired or opened in 2023 and 2024 included in our non same-store portfolio, additional other property related income due to increased customer storage protection plan participation at our owned and managed stores, and an increase in property management fee income due to an increase in the number of stores under management.

Operating Expenses

Property operating expenses increased from $74.8 million for the three months ended June 30, 2023 to $83.1 million for the three months ended June 30, 2024, an increase of $8.3 million, or 11.1%. This increase was primarily attributable to an increase in employee medical coverage as well as increases in property insurance and property taxes within the same-store portfolio and increased expenses associated with the growth in our third-party management program.

Other (Expense) Income

Interest expense on loans decreased from $23.5 million during the three months ended June 30, 2023 to $22.8 million during the three months ended June 30, 2024, a decrease of $0.8 million, or 3.3%. The decrease was attributable to a decrease in the average outstanding debt balance and lower interest rates during the 2024 period compared to the 2023 period. The average outstanding debt balance decreased to $2.96 billion during the three months ended June 30, 2024 as compared to $3.04 billion during the three months ended June 30, 2023. The weighted average effective interest rate on our outstanding debt decreased to 3.01% for the three months ended June 30, 2024 compared to 3.05% during the three months ended June 30, 2023.

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Comparison of the six months ended June 30, 2024 to the six months ended June 30, 2023 (in thousands)


											Non Same-Store						Other/
	Same-Store Property Portfolio										Property Portfolio						Eliminations				Total Portfolio
									%																				%
	2024			2023			Change		Change		2024			2023			2024		2023		2024			2023			Change		Change
REVENUES:
Rental income	$	440,785		$	441,331		$	(546)	(0.1)	%	$	11,196		$	8,163		$	—	$	—	$	451,981		$	449,494		$	2,487	0.6	%
Other property related income		20,860			19,570			1,290	6.6	%		906			356			33,508		30,218		55,274			50,144			5,130	10.2	%
Property management fee income		—			—			—	0.0	%		—			—			20,360		17,695		20,360			17,695			2,665	15.1	%
Total revenues		461,645			460,901			744	0.2	%		12,102			8,519			53,868		47,913		527,615			517,333			10,282	2.0	%

OPERATING EXPENSES:
Property operating expenses		131,248			125,456			5,792	4.6	%		4,504			3,299			24,382		17,193		160,134			145,948			14,186	9.7	%
NET OPERATING INCOME:		330,397			335,445			(5,048)	(1.5)	%		7,598			5,220			29,486		30,720		367,481			371,385			(3,904)	(1.1)	%

Store count		598			598							17			13							615			611
Total square footage		42,984			42,984							1,445			1,108							44,429			44,092
Period end occupancy		91.9	%		92.6	%						74.6	%		67.8	%						91.3	%		92.0	%
Period average occupancy		90.9	%		91.9	%
Realized annual rent per occupied sq. ft. ⁽¹⁾	$	22.57		$	22.33

Depreciation and amortization																						101,752			100,687			1,065	1.1	%
General and administrative																						30,247			28,999			1,248	4.3	%
Subtotal																						131,999			129,686			2,313	1.8	%

OTHER (EXPENSE) INCOME
Interest:
Interest expense on loans																						(45,686)			(47,235)			1,549	3.3	%
Loan procurement amortization expense																						(2,045)			(2,081)			36	1.7	%
Equity in earnings of real estate ventures																						1,270			3,341			(2,071)	(62.0)	%
Other																						23			501			(478)	(95.4)	%
Total other expense																						(46,438)			(45,474)			(964)	(2.1)	%

NET INCOME																						189,044			196,225			(7,181)	(3.7)	%
Net income attributable to noncontrolling interests in the Operating Partnership																						(1,065)			(1,230)			165	13.4	%
Net loss attributable to noncontrolling interests in subsidiaries																						512			450			62	13.8	%
NET INCOME ATTRIBUTABLE TO THE COMPANY'S COMMON SHAREHOLDERS																					$	188,491		$	195,445		$	(6,954)	(3.6)	%

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

Revenues

Revenues increased from $517.3 million for the six months ended June 30, 2023 to $527.6 million for the six months ended June 30, 2024, an increase of $10.3 million, or 2.0%. This increase was primarily attributable to additional revenues from stores acquired or opened in 2023 and 2024 included in our non same-store portfolio, additional other property related income due to increased customer storage protection plan participation at our owned and managed stores, and an increase in property management fee income due to an increase in the number of stores under management.

Operating Expenses

Property operating expenses increased from $145.9 million for the six months ended June 30, 2023 to $160.1 million for the six months ended June 30, 2024, an increase of $14.2 million, or 9.7%. This increase was primarily attributable to an increase in employee medical coverage as well as increases in property insurance and property taxes within the same-store portfolio and increased expenses associated with the growth in our third-party management program.

Other (Expense) Income

Interest expense on loans decreased from $47.2 million during the six months ended June 30, 2023 to $45.7 million during the six months ended June 30, 2024, a decrease of $1.5 million, or 3.3%. The decrease was attributable to a decrease in the average outstanding debt balance and lower interest rates during the 2024 period compared to the 2023 period. The average outstanding debt balance decreased to $2.98 billion during the six months ended June 30, 2024 as compared to $3.05 billion during the six months ended June 30, 2023. The weighted average effective interest rate on our outstanding debt decreased to 3.02% for the six months ended June 30, 2024 compared to 3.05% during the six months ended June 30, 2023.

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Equity in earnings of real estate ventures decreased from $3.3 million during the six months ended June 30, 2023 to $1.3 million for the six months ended June 30, 2024, a decrease of $2.1 million, or 62.0%. The decrease was primarily due to distributions in excess of our equity investment in 191 IV CUBE Southeast LLC (“HVPSE”) during the six months ended June 30, 2023. There were no such distributions during the 2024 period.

Cash Flows

Comparison of the six months ended June 30, 2024 to the six months ended June 30, 2023

A comparison of cash flow from operating, investing and financing activities for the six months ended June 30, 2024 and 2023 is as follows:


	Six Months Ended June 30,
Net cash provided by (used in):	2024		2023		Change

	(in thousands)

Operating activities	$	321,012	$	299,082	$	21,930
Investing activities	$	(54,563)	$	(47,451)	$	(7,112)
Financing activities	$	(267,396)	$	(249,411)	$	(17,985)

Cash provided by operating activities increased from $299.1 million for the six months ended June 30, 2023 to $321.0 million for the six months ended June 30, 2024, reflecting an increase of $21.9 million. The increased cash flow from operating activities was primarily attributable to the timing and amounts of the payments of certain expenses, primarily insurance and property taxes.

Cash used in investing activities increased from $47.5 million for the six months ended June 30, 2023 to $54.6 million for the six months ended June 30, 2024, reflecting an increase of $7.1 million. This change was primarily the result of a $20.1 million increase in acquisitions of storage properties. We acquired two stores during the six months ended June 30, 2024, with no acquisitions during the corresponding 2023 period. This increase was partially offset by an $11.2 million decrease in development costs, primarily due to the payment during the 2023 period of a put liability associated with a previously consolidated joint venture.

Cash used in financing activities increased from $249.4 million for the six months ended June 30, 2023 to $267.4 million for the six months ended June 30, 2024, reflecting an increase of $18.0 million. This change was primarily the result of a $9.8 million reduction in net proceeds from our revolving credit facility during the 2024 period as compared to the corresponding 2023 period. The change was also the result of a $9.4 million increase in cash distributions paid to common shareholders and noncontrolling interests in the Operating Partnership due to an increase in the common divided per share/unit.

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 and management fees that we are able to charge and collect from our customers and clients. 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 could 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, and must pay federal income tax on undistributed income to the extent it distributes less than 100% of its REIT taxable income. 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.

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Our short-term liquidity needs consist primarily of funds necessary to pay operating expenses associated with our stores, refinancing of certain indebtedness, interest expense and scheduled principal payments on debt, expected distributions to limited partners and shareholders, capital expenditures and the acquisition and development of new stores. These funding requirements will vary from year to year, in some cases significantly. For the remainder of the 2024 fiscal year, we expect recurring capital expenditures to be approximately $9.0 million to $14.0 million, planned capital improvements and store upgrades to be approximately $8.0 million to $13.0 million and costs associated with the development of new stores to be approximately $7.0 to $17.0 million. Our currently scheduled principal payments on our outstanding debt are approximately $0.5 million for the remainder of 2024.

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 (defined below) provide adequate sources of liquidity to enable us to execute our current business plan and remain in compliance with our covenants.

Our liquidity needs beyond 2024 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 of us.

As of June 30, 2024, we had approximately $5.7 million in available cash and cash equivalents. In addition, we had approximately $838.8 million of availability for borrowings under our Revolver.

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Unsecured Senior Notes

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


	June 30,		December 31,		Effective		Issuance	Maturity
Unsecured Senior Notes	2024		2023		Interest Rate		Date	Date

	(in thousands)
$300M 4.000% Guaranteed Notes due 2025 ⁽¹⁾	$	300,000	$	300,000	3.99	%	Various ⁽¹⁾	Nov-25
$300M 3.125% Guaranteed Notes due 2026		300,000		300,000	3.18	%	Aug-16	Sep-26
$550M 2.250% Guaranteed Notes due 2028		550,000		550,000	2.33	%	Nov-21	Dec-28
$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		450,000	2.10	%	Oct-20	Feb-31
$500M 2.500% Guaranteed Notes due 2032		500,000		500,000	2.59	%	Nov-21	Feb-32
Principal balance outstanding		2,800,000		2,800,000
Less: Discount on issuance of unsecured senior notes, net		(9,322)		(10,148)
Less: Loan procurement costs, net		(12,118)		(13,362)
Total unsecured senior notes, net	$	2,778,560	$	2,776,490

(1)

Revolving Credit Facility

On October 26, 2022, we amended and restated, in its entirety, our unsecured revolving credit agreement (the “Second Amended and Restated Credit Facility”) which, subsequent to the amendment and restatement, is comprised of an $850.0 million unsecured revolving credit facility (the “Revolver”) maturing on February 15, 2027. Under the Second Amended and Restated Credit Facility, pricing on the Revolver is dependent upon our unsecured debt credit ratings and leverage levels. At our current unsecured debt credit ratings and leverage levels, amounts drawn under the Revolver are priced using a margin of 0.775% plus a facility fee of 0.15% over the Secured Overnight Financing Rate ("SOFR") plus a 0.10% SOFR adjustment.

Under the Second 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 minimum fixed charge coverage ratio of 1.5:1.0. As of and for the

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three and six months ended June 30, 2024, the Operating Partnership was in compliance with all financial covenants of the Second Amended and Restated Credit Facility.

At-the-Market Equity Program

We maintain an at-the-market equity program that enables us to offer and sell up to 60.0 million common shares through sales agents pursuant to equity distribution agreements (the “Equity Distribution Agreements”).

We did not sell any common shares under the Equity Distribution Agreements during the three or six months ended June 30, 2024. As of June 30, 2024, 5.8 million common shares remained available for issuance under the Equity Distribution Agreements.

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, loss on early extinguishment 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): equity in earnings of real estate ventures, gains from sales 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 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, total operating expenses, and net income.

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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 unaudited consolidated financial statements.

The following table presents a reconciliation of net income attributable to the Company’s common shareholders to FFO attributable to the Company’s common shareholders and third-party OP unitholders for the three and six months ended June 30, 2024 and 2023.


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023

	(in thousands)
Net income attributable to the Company’s common shareholders	$	93,964	$	97,879	$	188,491	$	195,445

Add (deduct):
Real estate depreciation and amortization:
Real property		49,436		48,898		98,685		97,814
Company’s share of unconsolidated real estate ventures		2,046		2,115		4,138		4,249
Gains from sales of real estate, net ⁽¹⁾		—		—		—		(1,713)
Noncontrolling interests in the Operating Partnership		524		616		1,065		1,230
FFO attributable to the Company's common shareholders and third-party OP unitholders	$	145,970	$	149,508	$	292,379	$	297,025

Weighted average diluted shares outstanding		226,618		226,275		226,593		226,238
Weighted average diluted units outstanding owned by third parties		1,259		1,419		1,274		1,421
Weighted average diluted shares and units outstanding		227,877		227,694		227,867		227,659

(1)

For the six months ended June 30, 2023, includes distributions received in excess of our investment in HVPSE. This amount is included in Equity in earnings of real estate ventures within our unaudited consolidated statements of operations.

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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 3. 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.

Market Risk

Our investment policy relating to cash and cash equivalents is to preserve principal and liquidity while maximizing returns through the 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 may, from time to time, choose to 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 June 30, 2024, our consolidated debt consisted of $2.89 billion of outstanding mortgage loans and notes payable and unsecured senior notes that are subject to fixed rates. Additionally, as of June 30, 2024, there were $10.6 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.

If 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 $0.1 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 $0.1 million a year.

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 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 $114.1 million.

ITEM 4. 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,

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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.

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 our 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 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 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.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

To our knowledge and except as otherwise disclosed in this quarterly report, 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.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Repurchases of Parent Company Common Shares

The following table provides information about repurchases of the Parent Company’s common shares during the three months ended June 30, 2024:


	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

April 1 - April 30	3,567	$	45.03	N/A	3,000,000
May 1 - May 31	—	$	—	N/A	3,000,000
June 1 - June 30	—	$	—	N/A	3,000,000
Total	3,567	$	45.03	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 June 26, 2007, the Board of Trustees of the Parent Company (the “Board”) 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, 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.

Unregistered Sales of Equity Securities

During the three months ended June 30, 2024, the Parent Company issued 50,000 common shares upon redemption of an equal number of OP Units in the Operating Partnership held by a limited partner. The issuance of such common shares was effected in reliance upon an exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

ITEM 5. OTHER INFORMATION

Trading Arrangements

During the three months ended June 30, 2024, none of our trustees or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933, as amended) except as follows:

On April 29, 2024, Jeffrey P. Foster, our Chief Legal Officer, adopted a trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) for the sale of up to 7,739 shares of our common stock from August 5, 2024 to January 22, 2025.

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ITEM 6. EXHIBITS

Exhibit No.			Exhibit Description

31.1			Certification of Chief Executive Officer of CubeSmart as 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. (filed herewith)

31.2			Certification of Chief Financial Officer of CubeSmart as 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. (filed herewith)

31.3			Certification of Chief Executive Officer of CubeSmart, L.P., as 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. (filed herewith)

31.4			Certification of Chief Financial Officer of CubeSmart, L.P., as 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. (filed herewith)

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. (furnished herewith)

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. (furnished herewith)

101			The following CubeSmart and CubeSmart, L.P. financial information for the three months ended June 30, 2024 formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to Unaudited Consolidated Financial Statements, tagged as blocks of text. (filed herewith)

104			Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

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SIGNATURES OF REGISTRANT

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CUBESMART
	(Registrant)


Date: August 2, 2024	By:	/s/ Christopher P. Marr

		Christopher P. Marr, Chief Executive Officer
		(Principal Executive Officer)


Date: August 2, 2024	By:	/s/ Timothy M. Martin

		Timothy M. Martin, Chief Financial Officer
		(Principal Financial Officer)


Date: August 2, 2024	By:	/s/ Matthew D. DeNarie

		Matthew D. DeNarie, Chief Accounting Officer
		(Principal Accounting Officer)

SIGNATURES OF REGISTRANT

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

, L.P
	CUBESMART, L.P.
	(Registrant)


Date: August 2, 2024	By:	/s/ Christopher P. Marr

		Christopher P. Marr, Chief Executive Officer
		(Principal Executive Officer)


Date: August 2, 2024	By:	/s/ Timothy M. Martin

		Timothy M. Martin, Chief Financial Officer
		(Principal Financial Officer)


Date: August 2, 2024	By:	/s/ Matthew D. DeNarie

		Matthew D. DeNarie, Chief Accounting Officer
		(Principal Accounting Officer)