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CubeSmart

For the period ended Dec 31, 2023. Filed Feb 29, 2024.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Feb 29, 2024

CUBE$45.00-0.0%Stored close · as of Nov 9, 2026

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Contents

Notes to Consolidated Financial Statements

1. ORGANIZATION AND NATURE OF OPERATIONS

CubeSmart (the “Parent Company”) operates as a self-managed and self-administered real estate investment trust (“REIT”) with its operations conducted solely through CubeSmart, L.P. and its subsidiaries. CubeSmart, L.P., a Delaware limited partnership (the “Operating Partnership”), operates through an umbrella partnership structure, with the Parent Company, a Maryland REIT, as its sole general partner. In the notes to the consolidated financial statements, we use the terms the “Company”, “we” or “our” to refer to the Parent Company and the Operating Partnership together, unless the context indicates otherwise. As of December 31, 2023, the Company owned (or partially owned and consolidated)611 self-storage properties located in the District of Columbia and 24 states throughout the United States which are presented underone reportable segment: the Company owns, operates, develops, manages and acquires self-storage properties.

As of December 31, 2023, the Parent Company owned approximately 99.4% 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 aone-for-one basis. Thisone-for-one exchange ratio is subject to adjustment to prevent dilution. With each such exchange or redemption, the Parent Company’s percentage ownership in the Operating Partnership will increase. In addition, whenever the Parent Company issues common or other classes of its shares, it contributes the net proceeds it receives from the issuance to the Operating Partnership and the Operating Partnership issues to the Parent Company an equal number of OP Units or other partnership interests having preferences and rights that mirror the preferences and rights of the shares issued. This structure is commonly referred to as an umbrella partnership REIT or “UPREIT.”

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

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

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

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

Noncontrolling Interests

Noncontrolling interests are the portion of equity (net assets) in a subsidiary not attributable, directly or indirectly, to a parent. The ownership interests in the subsidiary that are held by owners other than the parent are noncontrolling interests. Such noncontrolling interests are reported on the Company’s consolidated balance sheets within equity, separately from the Company’s equity. Within the Company’s consolidated statements of operations, revenues, expenses and net income or loss from controlled or consolidated entities that are less than wholly owned are reported at the consolidated amounts, including both the amounts attributable to the Company and

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

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

The consolidated results of the Company include results attributable to units of the Operating Partnership that are not owned by the Company. These interests were issued in the form of OP Units and were a component of the consideration the Company paid to acquire certain self-storage properties. Limited partners who acquired OP Units have the right to require the Operating Partnership to redeem part or all of their OP Units for, at the Company’s option, an equivalent number of common shares of the Company or cash based upon the fair value of an equivalent number of common shares of the Company. However, the operating agreement contains certain circumstances that could result in a net cash settlement outside the control of the Company, as the Company does not have the ability to settle in unregistered shares. Accordingly, consistent with the guidance discussed above, the Company will continue to record these noncontrolling interests outside of permanent equity on the Company’s consolidated balance sheets. Net income or loss related to these noncontrolling interests is excluded from net income or loss within the Company’s consolidated statements of operations. The Company has adjusted the carrying value of its noncontrolling interests subject to redemption value to the extent applicable. Based on the Company’s evaluation of the redemption value of the redeemable noncontrolling interests, the Operating Partnership reflected these interests at their redemption value as of December 31, 2023, as the estimated redemption value exceeded their carrying value.

Estimates

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

Reclassifications

Certain amounts on the Company’s and the Operating Partnership’s consolidated balance sheets have been reclassified in prior years to conform to the current year presentation. Additionally, the Operating Partnership’s consolidated statements of operations have been updated to conform to the current year presentation.

Self-Storage Properties

Self-storage properties are carried at historical cost less accumulated depreciation and impairment losses. The cost of self-storage properties reflects their purchase price or development cost. Costs incurred for the renovation of a store are capitalized to the Company’s investment in that store. Ordinary repairs and maintenance are expensed as incurred. Major replacements and betterments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives. The costs to develop self-storage properties are capitalized to construction in progress while the projects are under development.

Purchase Price Allocation

When stores are acquired in an asset acquisition, the purchase price and acquisition-related costs are 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 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 thedifference between the contractual amounts to be paid pursuant to each in-place lease and management’s estimate of fair market lease rates. These amounts areamortized over the term of the lease. To date, no intangible asset has been recorded for the value of customer relationships, because the Company does not have any concentrations of significant customers and the average customer turnover is fairly frequent.

Depreciation and Amortization

The costs of self-storage properties and improvements are depreciated using the straight-line method based on useful lives ranging from five to 39 years. Right-of-use assets associated with finance leases are amortized from the lease commencement date to the earlier of the useful life of the right-to-use asset or the end of the lease term. Fully depreciated or amortized assets and the associated accumulated depreciation or amortization are written off. The Company wrote off fully depreciated or amortized real estate assets and in-place lease intangible assets of$29.1 million and$3.4 million, respectively, for the year ended December 31, 2023, and$32.3 million and$121.6 million, respectively, for the year ended December 31, 2022.

Impairment of Long-Lived Assets

We evaluate long-lived assets for impairment when events or 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 asset’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 wereno impairment losses recognized during the years ended December 31, 2023, 2022 and 2021.

Long-Lived Assets Held for Sale

We consider long-lived assets to be “held for sale” upon satisfaction of the following criteria: (a) management commits to a plan to sell 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 withinone 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 wereno assets classified as held for sale as of December 31, 2023.

Cash and Cash Equivalents

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

Restricted Cash

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

Loan Procurement Costs

Loan procurement costs related to borrowings were $53.7 million and $53.9 million as of December 31, 2023 and 2022, respectively, and are reported net of accumulated amortization of $25.3 million and $19.8 million as of December 31, 2023 and 2022, respectively. In accordance with ASU No. 2015-03, Loan procurement costs, net are presented as a direct deduction from the carrying amount of the related debt liability. If there is not an associated debt liability recorded on the Company’s consolidated balance sheets, the costs are recorded as an asset net of accumulated amortization. Loan procurement costs associated with the Company’s revolving credit facility remain in Loan procurement costs, net of amortization on the Company’s consolidated balance sheets. The costs are amortized over the estimated life of the related debt using the effective interest method and are reported as Loan procurement amortization expense within the Company’s consolidated statements of operations.

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 of accounting, investments in unconsolidated real estate ventures are recorded initially at cost, as investments in real estate ventures, and subsequently adjusted for equity in earnings (losses), cash contributions, distributions and impairments. On a periodic basis, management assesses whether there are any indicators that the value of the Company’s investments in unconsolidated real estate ventures may be other than temporarily impaired. An investment is impaired only if the fair value of the investment, as estimated by management, is less than the carrying value of the investment and the decline is other than temporary. To the extent impairment that is other than temporary has occurred, the loss shall be measured as the excess of the carrying amount of the investment over the fair value of the investment, as estimated by management. The determination as to whether impairment exists requires significant management judgment about the fair value of the Company’s ownership interest. Fair value is determined through various valuation techniques, including but not limited to, discounted cash flow models, quoted market values and third-party appraisals. There wereno impairment losses related to the Company’s investments in unconsolidated real estate ventures recognized during the years ended December 31, 2023 and 2022.

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. As of December 31, 2023 and 2022, 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 $31.8 million and $32.7 million, 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 the Company’s consolidated statements of operations.

Other Assets

Other assets are comprised of the following as of December 31, 2023 and 2022:

​​​​​​​
​ · ​ · December 31,
​ · 2023 · 2022
​ · ​ · (in thousands)
Intangible assets, net of accumulated amortization of $164 and $2,263, respectively​$1,806​$1,181
Accounts receivable, net​8,944​7,932
Prepaid property taxes​8,171​8,033
Prepaid insurance​4,879​2,129
Amounts due from affiliates (see note 14)​​18,045​​15,947
Assets related to deferred compensation arrangements​​60,038​​55,572
Right-of-use assets - operating leases​​50,476​​49,491
Ground lease receivable​​6,193​​6,138
Other​4,732​7,559
Total other assets, net​$163,284​$153,982

Revenue Recognition

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

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

Advertising and Marketing Costs

The Company incurs advertising and marketing costs primarily attributable to internet marketing and other media advertisements. These costs are expensed as incurred. The Company incurred $24.5 million, $22.4 million and $21.0 million in advertising and marketing expenses for the years ended December 31, 2023, 2022 and 2021, respectively, which are included in Property operating expenses within the Company’s consolidated statements of operations.

Equity Offering Costs

Underwriting discounts and commissions, financial advisory fees and other offering costs are reflected as a reduction to additional paid-in capital. For the years ended December 31, 2023, 2022 and 2021, the Company recognized $0.3 million, $0.2 million and $28.3 million, respectively, of equity offering costs related to the issuance of common shares.

Other Property Related Income

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

Capitalized Interest

The Company capitalizes interest incurred that is directly associated with construction activities until the asset is placed into service. Interest is capitalized to the related asset(s) using the weighted average rate of the Company’s outstanding debt. For the years ended December 31, 2023, 2022 and 2021, the Company capitalized$1.3 million, $1.3 million and $1.9 million, respectively, of interest incurred that is directly associated with construction activities.

Derivative Financial Instruments

The Company carries all derivatives on the balance sheet at fair value. The Company determines the fair value of derivatives using observable prices that are based on inputs not quoted on active markets, but corroborated by market data. The accounting for changes in the fair value of a derivative instrument depends on whether the derivative has been designated and qualifies as part of a hedging relationship and, if so, the reason for holding it. The Company’s use of derivative instruments has been limited to cash flow hedges of certain interest rate risks. The Company hadno outstanding derivatives as of December 31, 2023 or 2022.

Income Taxes

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

Earnings and profits, which determine the taxability of distributions to shareholders, differ from net income reported for financial reporting purposes due to differences in cost basis, the estimated useful lives used to compute depreciation, and the allocation of net income and loss for financial versus tax reporting purposes. The net tax basis in the Company’s assets was approximately $6,022.1 million and $6,145.8 million as of December 31, 2023 and 2022, respectively.

Since the Company’s initial quarter as a publicly-traded REIT, it has made regular quarterly distributions to its shareholders. Distributions to shareholders are usually taxable as ordinary income, although a portion of the distribution may be designated as capital gain or may constitute a tax-free return of capital. Annually, the Company provides each of its shareholders a statement detailing the tax

characterization of dividends paid during the preceding year as ordinary income, capital gain or return of capital. The Company’s dividends for 2023 consisted entirely of ordinary income distributions.

The Company is subject to a 4% federal excise tax if sufficient taxable income is not distributed within prescribed time limits. The excise tax equals 4% of the annual amount, if any, by which the sum of (a)85% of the Company’s ordinary income, (b)95% of the Company’s net capital gains and (c)100% of prior year undistributed taxable income exceeds cash distributions and certain taxes paid by the Company. No excise tax was incurred in 2023, 2022 or 2021.

Taxable REIT subsidiaries are subject to federal and state income taxes. Our taxable REIT subsidiaries had a net deferred tax liability of $1.1 million and $1.0 million as of December 31, 2023 and 2022, respectively.

Earnings per Share and Unit

Basic earnings per share and unit are calculated based on the weighted average number of common shares and restricted shares outstanding during the period. Diluted earnings per share and unit is calculated by further adjusting for the dilutive impact of share options, unvested restricted shares and contingently issuable shares outstanding during the period using the treasury stock method. Potentially dilutive securities calculated under the treasury stock method were 817,000,953,000 and 1,177,000 for the years ended December 31, 2023, 2022 and 2021, respectively.

Share-Based Payments

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

Recent 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. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.

Concentration of Credit Risk

The Company’s stores are located in major metropolitan and rural areas and have numerous customers per store. No single customer represents a significant concentration of our revenues. The stores in New York, Florida, California and Texas provided approximately 17%,15%,11% and 9%, respectively, of the Company’s total revenues for the year ended December 31, 2023. The stores in New York, Florida, California and Texas provided approximately 16%,15%,11% and 9%, respectively, of the Company’s total revenues for the year ended December 31, 2022. The stores in New York, Florida, Texas and California provided approximately 19%,15%,9% and 8%, respectively, of the Company’s total revenues for the year ended December 31, 2021.

3. STORAGE PROPERTIES

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

​​​​​​​​
​ · ​ · December 31, · ​
​ · 2023 · 2022 · ​
​ · ​ · (in thousands) · ​
Land​$1,594,742​$1,588,138​
Buildings and improvements​5,517,544​5,483,506​
Equipment​144,372​144,605​
Construction in progress​69,010​37,584​
Right-of-use assets - finance leases​​41,945​​41,945​
Storage properties​7,367,613​7,295,778​
Less: Accumulated depreciation​(1,416,377)​(1,247,775)​
Storage properties, net​$5,951,236​$6,048,003​

The following table summarizes the Company’s acquisition and disposition activity for the years ended December 31, 2023, 2022 and 2021:

​​​​​​​​​​​
​ · ​ · ​ · Number of · Transaction Price
Asset/Portfolio · ​ · Metropolitan Statistical Area · ​ · Transaction Date · ​ · Stores · ​ · (in thousands) · ​
​​​​​​​​​​​
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​
​​​​​​​​​​​
2022 Acquisitions:​​​​​​​​​​
​​​​​​​​​​​
Maryland Asset​Washington-Arlington-Alexandria, DC-VA-MD-WV​February 2022​1​$32,000​
Texas Asset​San Antonio, TX​June 2022​1​​23,000​
Georgia Asset​Atlanta, GA​July 2022​1​​20,700​
​​​​​​3​$75,700​
​​​​​​​​​​​
2021 Acquisitions:​​​​​​​​​​
​​​​​​​​​​​
Minnesota Asset (2)​Minneapolis-St. Paul-Bloomington, MN-WI​April 2021​1​$12,000​
Maryland Asset​Baltimore-Towson, MD​June 2021​1​​22,075​
New Jersey/Pennsylvania Assets​Philadelphia-Camden-Wilmington, PA-NJ-DE-MD​July 2021​2​​33,000​
Florida Asset​Miami-Fort Lauderdale-Pompano Beach, FL​November 2021​1​​14,750​
Georgia Asset​Atlanta-Sandy Springs-Marietta, GA​November 2021​1​​15,200​
Pennsylvania Asset​Philadelphia-Camden-Wilmington, PA-NJ-DE-MD​November 2021​1​​24,500​
Nevada Asset​Las Vegas-Paradise, NV​December 2021​1​​21,000​
Storage West Assets​Various (see note 4)​December 2021​57​​1,648,426(3)
Illinois Asset​Chicago-Naperville-Joliet, IL-IN-WI​December 2021​1​​10,300​
​​​​​​66​$1,801,251​
​​​​​​​​​​​
2021 Dispositions:​​​​​​​​​​
​​​​​​​​​​​
Colorado/Nevada Assets​Denver-Aurora, CO / Las Vegas-Paradise, NV​September 2021​2​$16,900​
North Carolina Assets​Burlington, NC​September 2021​2​​21,700​
Texas Asset​Houston-Sugar Land-Baytown, TX​November 2021​1​​5,200​
​​​​​​5​$43,800​
(1)This store was subject to an involuntary conversion by the Department of Transportation of the State of Illinois.
(2)This store was acquired by a consolidated joint venture in which the Company holds a 50% interest.
(3)Purchase price represents the acquisition of all 167,557 outstanding partnership units of LAACO, Ltd. (“LAACO”) for $9,838 per unit. At the time of the acquisition, LAACO owned 57 storage properties (the “Storage West Assets”) and 50% ownership interests in two separate joint ventures. Through this acquisition, the Company also acquired LAACO’s wholly-owned subsidiaries, the Los Angeles Athletic Club and the California Yacht Club (the “Club Operations”). The Los Angeles Athletic

Club was sold by the Company during the year ended December 31, 2022. The California Yacht Club was sold by the Company during the year ended December 31, 2023.

4. INVESTMENT ACTIVITY

2023 Acquisition

During the year ended December 31, 2023, the Company acquiredone 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 year ended December 31, 2023 was approximately$0.2 million.

As of December 31, 2023 the Company had made a deposit of $0.2 million associated with a portfolio oftwo stores that was under contract to be acquired for an acquisition price of $20.2 million (see note 18). This deposit is reflected in Other assets, net on the Company’s consolidated balance sheets.

2023 Dispositions

During the year ended December 31, 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. This loss is included in the component of other (expense) income designated as Other within the Company’s consolidated statements of operations.

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

2022 Acquisitions

During the year ended December 31, 2022, the Company acquired three stores located in Georgia(1), Maryland(1) and Texas(1) for an aggregate purchase price of$75.7 million. In connection with these transactions, which were accounted for as asset acquisitions, the Company allocated the purchase price and acquisition-related costs to the tangible and intangible assets acquired based on relative fair value. Intangible assets consisted of in-place leases, which aggregated to$3.4 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 years ended December 31, 2023 and 2022 was approximately$1.1 million and$2.3 million, respectively.

Additionally, on February 2, 2022, the Company acquired land underlying a wholly-owned store located in Bronx, New York for $7.5 million. The land was previously subject to a ground lease in which the Company served as lessee. As a result of the transaction, which was accounted for as an asset acquisition, the Company was released from its obligations under the ground lease, and the right-of-use asset and lease liability totaling $4.1 million and $5.0 million, respectively, were removed from the Company’s consolidated balance sheets.

Also, on April 28, 2022, the Company acquired land underlying a store owned by 191 IV CUBE LLC, an unconsolidated joint venture in which the Company holds a 20% ownership interest (see note 5). The purchase price for the land was $6.1 million, and the Company now serves as the lessor in a ground lease to 191 IV CUBE LLC.

2022 Disposition

During the year ended December 31, 2022, the Company sold the Los Angeles Athletic Club, which it purchased in December 2021 as part of the LAACO acquisition, for $44.0 million. No gain or loss was recognized in conjunction with the sale.

Development Activity

As of December 31, 2023, the Company had invested in consolidated joint ventures to develop four self-storage properties located in New Jersey (1) and New York (3). Construction for these projects is expected to be completed by the third quarter of 2025. As of December 31, 2023, development costs incurred to date for these projects totaled $59.3 million. Total construction costs for these projects

are expected to be $109.7 million. These costs are capitalized to construction in progress while the projects are under development and are reflected in Storage properties on the Company’s consolidated balance sheets.

The Company has completed the construction of and opened for operation the following stores since January 1, 2021. 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)
​​​​​​​​​​
Valley Stream, NY (1)​1​Q3 2022​100%​$37,200
Vienna, VA (2)​1​Q2 2022​80%​​21,800
Newton, MA (3)​1​Q4 2021​100%​​20,800
East Meadow, NY (1)​1​Q2 2021​100%​​25,900
King of Prussia, PA​1​Q2 2021​70%​​22,800
Arlington, VA (2)​1​Q1 2021​90%​​26,400
​​6​​​​​$154,900
(1)These stores were previously owned by two separate consolidated joint ventures, of which the Company held a 51% ownership interest in each. On June 29, 2021, the noncontrolling member in the venture that owned the East Meadow, NY store put its 49% interest in the venture to the Company for $6.6 million. On January 18, 2023, the noncontrolling member in the venture that owned the Valley Stream, NY store put its 49% interest in the venture to the Company for $15.3 million. The cash payments related to each of these transactions are included in Development costs in the consolidated statements of cash flows.
(2)Each of these stores are located adjacent to an existing consolidated joint venture store. Given this proximity, each of these stores has been combined with the adjacent existing store in our store count upon opening, as well as for operational and reporting purposes.
(3)During the fourth quarter of 2021, the Company, through a joint venture in which it owned a 90% interest that was previously consolidated, completed the construction of this store and it was opened for operation. On December 14, 2021, the Company acquired the 10% interest of the noncontrolling member in the venture that owned the store for $3.4 million. Prior to this transaction, the noncontrolling member’s interest in this venture was reported in Noncontrolling interests in subsidiaries on the Company’s consolidated balance sheets. Since the Company retained its controlling interest in the venture and the store is now wholly owned, this transaction was accounted for as an equity transaction. The carrying amount of the noncontrolling interest was reduced to zero to reflect the purchase and the difference between the purchase price paid by the Company and the carrying amount of the noncontrolling interest of $2.7 million was recorded as an adjustment to equity attributable to the Company, with no gain or loss recorded. The $13.2 million related party loan extended by the Company to the venture that owned the store was repaid in conjunction with the Company’s acquisition of the noncontrolling member’s ownership interest.

During the year ended December 31, 2023, construction on a portion of the Company’s development property in Astoria, NY was substantially completed and opened for operation. The remainder of the development is expected to be completed during the second quarter of 2024.

LAACO Acquisition

On December 9, 2021, the Company acquired all outstanding partnership units of LAACO, the owner of the Storage West Assets and, as a result, LAACO became a wholly-owned subsidiary of the Company. The 57 Storage West Assets are located in Arizona (17), California (20), Nevada (13) and Texas (7). Through its acquisition of LAACO, the Company also acquired a 50% interest intwo separate unconsolidated joint ventures, each of which ownone storage property in California (see note 5). In addition, through this acquisition, the Company also acquired the Club Operations, which included the Los Angeles Athletic Club (consisting of athletic facilities, food and beverage operations and a hotel) and the California Yacht Club (consisting of sports facilities, food and beverage operations and a marina). During the year ended December 31, 2022, the Company sold the Los Angeles Athletic Club (see above). During the year ended December 31, 2023, the Company sold the California Yacht Club (see above).

The following summarizes the relevant components contemplated in the acquisition of LAACO:

​​​
​Amount
​ · (in thousands)
Costs contemplated:​​
Capitalized costs:​​
LAACO partnership units (1)$1,648,426
Long-term debt assumed and repaid at closing​40,880
Payments to LAACO management (capitalized) (2)​16,807
Other transaction costs (3)​13,407
Total capitalized costs$1,719,520
Payments and anticipated payments to LAACO management (expensed) (2)​25,144
Total costs contemplated$1,744,664
​​​
Estimated fair value of Club Operations (included in total costs contemplated above)$46,800
(1)Represents the acquisition of all 167,557 outstanding partnership units for $9,838 per unit.
(2)Upon the acquisition of LAACO, the Company assumed severance obligations payable to certain employees pursuant to pre-existing agreements. Based on the specific details of the arrangements, $16.8 million in costs were capitalized to the basis of the acquired properties while $25.1 million were considered post-combination compensation expenses. Of this $25.1 million, $10.3 million and $14.8 million were included in the component of other (expense) income designated as Other for the years ended December 31, 2022 and 2021, respectively. There were no severance costs recognized during the year ended December 31, 2023.
(3)Includes consulting fees, legal fees, and other costs.

The Company accounted for the acquisition of LAACO as an asset acquisition. As a result, the capitalized costs noted above were allocated to LAACO’s real estate assets, intangible assets and real estate venture investments on a relative fair value basis. All other assets acquired and liabilities assumed were recorded at fair value. The following summarizes the accounting for the LAACO acquisition:

​​​
​Amount
​ · (in thousands)
Storage properties$1,517,243
Cash and cash equivalents​18,291
Investment in real estate ventures, at equity​35,737
Assets held for sale​50,435
Other assets, net​143,599
Accounts payable, accrued expenses and other liabilities​(38,350)
Deferred revenue​(3,764)
Security deposits​(36)
Liabilities held for sale​(3,635)
Total$1,719,520

Intangible assets (included above in Other assets, net) consisted of in-place leases, which aggregated to$109.7 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 years ended December 31, 2022 and 2021 was approximately$100.6 million and$9.1 million, respectively. There wasno amortization expense recognized for these in-place leases during the year ended December 31, 2023.

Other 2021 Acquisitions

During the year ended December 31, 2021, the Company acquired eight additional stores located in Florida(1), Georgia(1), Illinois(1), Maryland(1), Nevada(1), New Jersey(1) and Pennsylvania(2) for an aggregate purchase price of approximately$140.8 million. Also, a consolidated joint venture, in which the Company holds a 50% interest, acquired a store in Minnesota for a purchase price of$12.0 million. In connection with these transactions, which were accounted for as asset acquisitions, the Company allocated the purchase price and acquisition-related costs to the tangible and intangible assets acquired based on fair value. Intangible assets consisted of in-place leases, which aggregated to$11.9 million at the time of the acquisitions 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 years ended December 31, 2022 and 2021

was approximately$8.3 million and$3.6 million, respectively. There wasno amortization expense recognized for these in-place leases during the year ended December 31, 2023.

2021 Dispositions

During the year ended December 31, 2021, the Company sold five stores located in Colorado (1), Nevada (1), North Carolina (2) and Texas (1) for an aggregate sales price of $43.8 million. In conjunction with the sales, the Company recorded gains that totaled $32.7 million.

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 · ​ · December 31, · ​ · December 31,
Unconsolidated Real Estate Ventures · Interest · ​ · 2023 · ​ · 2022 · 2023 · ​ · 2022
Fontana Self Storage, LLC ("Fontana") (1)​50%​1​1​$13,575​$13,789
Rancho Cucamonga Self Storage, LLC ("RCSS") (1)​50%​1​1​​20,679​​20,994
191 V CUBE LLC ("HVP V")​20%​6​6​​12,759​​14,318
191 IV CUBE LLC ("HVP IV")​20%​28​28​​17,085​​19,853
CUBE HHF Northeast Venture LLC ("HHFNE")​10%​13​13​​951​​1,101
CUBE HHF Limited Partnership ("HHF")​50%​28​28​​33,239​​35,938
​​​​77​77​$98,288​$105,993
(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. As of December 31, 2023, this difference was $12.8 million for Fontana and $19.0 million for RCSS. These differences are being amortized over the expected useful life of the self-storage properties owned by the ventures.

As of December 31, 2023, 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 year ended December 31, 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 December 31, 2023, HVPSE hadno assets or liabilities.

The Company determined that Fontana, RCSS, HVP V, HVPSE, HVP IV, HHFNE and HHF (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.

The amounts reflected in the following table are based on the historical financial information of the Ventures. The following is a summary of the financial position of the Ventures as of December 31, 2023 and 2022:

​​​​​​​
​December 31,
​ · ​ · 2023 · 2022
Assets · ​ · (in thousands)
Storage properties, net​$715,142​$741,563
Other assets​10,382​11,708
Total assets​$725,524​$753,271
​​​​​​​
Liabilities and equity​​​​​​
Debt​$470,573​$468,783
Other liabilities​​18,557​​16,626
Equity​​​​​​
CubeSmart​66,446​​73,289
Joint venture partners​169,948​​194,573
Total liabilities and equity​$725,524​$753,271

The following is a summary of results of operations of the Ventures for the years ended December 31, 2023, 2022, and 2021:

​​​​​​​​​​​
​ · ​ · For the year ended December 31,
​ · 2023 · 2022 · 2021
​ · ​ · (in thousands) · ​
Total revenues​$99,442​$102,910​$88,449​
Operating expenses​(40,677)​(42,408)​(37,967)​
Other expenses​​(347)​​(484)​​(1,138)​
Interest expense, net​(17,189)​(15,568)​(12,031)​
Depreciation and amortization​(30,607)​(36,866)​(37,805)​
Gains from sale of real estate, net​​—​​114,107​​46,966​
Net income​$10,622​$121,691​$46,474​
Company’s share of net income​$6,085​$48,877​$25,275​

6. UNSECURED SENIOR NOTES

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

​​​​​​​​​​​​​​
​ · December 31, · Effective · ​ · Issuance · ​ · Maturity
Unsecured Senior Notes · 2023 · 2022 · Interest Rate · ​ · Date · ​ · Date
​ · ​ · (in thousands) · ​ · ​ · ​ · ​ · ​ · ​ · ​
$300M 4.000% Guaranteed Notes due 2025 (1)​$300,000​$300,0003.99%​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​​(10,148)​​(11,801)​​​​​​​
Less: Loan procurement costs, net​​(13,362)​​(15,849)​​​​​​​
Total unsecured senior notes, net​$2,776,490​$2,772,350​​​​​​​
(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 year ended December 31, 2023, the Operating Partnership was in compliance with all of the financial covenants under the Senior Notes.

7. REVOLVING CREDIT FACILITY

On December 9, 2011, the Company entered into a credit agreement (the “Credit Facility”), which was subsequently amended and restated. On October 26, 2022, the Company again amended and restated, in its entirety, the Credit Facility (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”) and a 0.10% SOFR adjustment.

As of December 31, 2023, borrowings under the Revolver had an interest rate of 6.41%. Additionally, as of December 31, 2023, $831.3 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 year ended December 31, 2023, the Operating Partnership was in compliance with all financial covenants of the Second Amended and Restated Credit Facility.

8. MORTGAGE LOANS AND NOTES PAYABLE

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

​​​​​​​​​​​​
​ · ​ · Carrying Value as of · ​ · ​ · ​ · ​ · ​
​ · December 31, · Effective · ​ · Maturity
Mortgage Loans and Notes Payable · 2023 · 2022 · Interest Rate · ​ · Date
​ · ​ · (in thousands) · ​ · ​ · ​ · ​ · ​
Nashville V, TN (1)​$—​$2,148​3.85%​Jun-23
New York, NY (1)​​—​​28,669​3.51%​Jun-23
Annapolis I, MD​​4,703​​4,906​3.78%​May-24
Brooklyn XV, NY​​14,746​​15,093​2.15%​May-24
Long Island City IV, NY​​11,946​​12,270​2.15%​May-24
Long Island City II, NY​​17,834​​18,283​2.25%​Jul-26
Long Island City III, NY​​17,839​​18,290​2.25%​Aug-26
Flushing II, NY​​54,300​​54,300​2.15%​Jul-29
Principal balance outstanding​​121,368​​153,959​​​​​
Plus: Unamortized fair value adjustment​​7,689​10,228​​​​​
Less: Loan procurement costs, net​​(871)​​(1,269)​​​​​
Total mortgage loans and notes payable, net​$128,186​$162,918​​​​​
(1)These mortgage loans were repaid in full in June 2023.

As of December 31, 2023 and 2022, the Company’s mortgage loans and notes payable were secured by certain of its self-storage properties with net book values of approximately $356.1 million and $442.9 million, respectively. The following table represents the future principal payment requirements on the outstanding mortgage loans and notes payable as of December 31, 2023 (in thousands):

​ · ​ · ​ · ​
2024$32,329
2025​979
2026​33,760
2027​—
2028​—
2029​54,300
Total principal payments​$121,368

9. ACCUMULATED OTHER COMPREHENSIVE LOSS

Accumulated other comprehensive loss represents unrealized losses on interest rate swaps (see note 10). The following table summarizes the changes in accumulated other comprehensive loss for the years ended December 31, 2023 and 2022.

​​​​​​
​December 31,
​ · 2023 · ​ · 2022
​ · ​ · (in thousands)
Beginning balance$(494)​$(575)
Reclassification of realized losses on interest rate swaps (1)​81​​81
Ending balance​(413)​​(494)
Less: portion included in noncontrolling interests in the Operating Partnership​2​​3
Total accumulated other comprehensive loss included in equity$(411)​$(491)
(1)See note 10 for additional information about the effects of the amounts reclassified.

10. 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 December 31, 2023 and 2022, 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 areclassification of$0.1 million of unrealized losses from accumulated other comprehensive loss as an increase to interest expense during 2023. The Company estimates that$0.1 million will be reclassified as an increase to interest expense during 2024.

11. FAIR VALUE MEASUREMENTS

The Company applies the methods of determining fair value, as described in authoritative guidance, to value its financial assets and liabilities. As defined in the guidance, fair value is based on the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, the guidance establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below:

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

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

Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs, to the extent possible, as well as considering counterparty credit risk in its assessment of fair value.

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 December 31, 2023 and 2022.

The following table summarizes the carrying value and estimated fair value of the Company’s debt as of December 31, 2023 and 2022:

​​​​​​
​ · December 31, 2023 · ​ · December 31, 2022
​ · ​ · (in thousands)
Carrying value$2,922,776​$2,996,168
Fair value​2,631,221​​2,568,103

The fair value of debt estimates were based on a discounted cash flow analysis assuming market interest rates for comparable obligations as of December 31, 2023 and 2022. 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.

12. NONCONTROLLING INTERESTS

Interests in Consolidated Joint Ventures

Noncontrolling interests in subsidiaries represent the ownership interests of third parties in the Company’s consolidated joint ventures. All consolidated joint ventures were formed to develop, own and operate new stores with the exception of Anoka, 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 · ​ · December 31, 2023
​ · ​ · 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%​$23,732​$283​$—
1074 Raritan Road, LLC ("Clark")​1​90%​​12,556​​6,344​​4,924
350 Main Street, LLC ("Port Chester")​1​90%​​5,860​​15​​—
Astoria Investors, LLC ("Astoria")​1​70%​​42,168​​27,636​​25,164
CS Lock Up Anoka, LLC ("Anoka")​1​50%​​10,330​​5,585​​5,540
CS Valley Forge Village Storage, LLC ("VFV")​1​70%​​20,319​​15,859​​15,771
CS Vienna, LLC ("Vienna")​1​80%​​30,504​​35,157​​34,875
SH3, LLC ("SH3")​1​90%​​37,122​​272​​—
​​8​​​$182,591​$91,151​$86,274
(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.

Operating Partnership Ownership

During the years ended December 31, 2023, 2022 and 2021,126,087,475,046 and 5,519,233 OP Units, respectively, were redeemed for common shares of the Company.

As of December 31, 2023 and 2022,1,300,462 and 1,426,549 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 year. 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 December 31, 2023 and 2022. The aggregate redemption value of the 1,300,462 OP Units owned by third parties as of December 31, 2023 was $60.3 million.

13. LEASES

CubeSmart as Lessor

The Company derives revenue primarily from rents received from customers who rent cubes at its self-storage properties under month-to-month leases for personal or business use. The self-storage lease agreements utilized by the Company vary slightly to comply with state-specific laws and regulations, but, subject to such laws and regulations, generally provide for automatic monthly renewals, flexibility to increase rental rates over time as market conditions permit and the collection of contingent fees such as administrative and late fees. None of the self-storage lease agreements contain options that allow the customer to purchase the leased space at any time during, or at the expiration of, the lease term. All self-storage leases in which the Company serves as lessor have been classified as operating leases. Accordingly, storage cubes are carried at historical cost less accumulated depreciation and impairment, if any, and are included in Storage properties on the Company’s consolidated balance sheets. Operating lease income for amounts received under the Company’s self-storage lease agreements is recognized on a straight-line basis which, due to the month-to-month nature of the leases, results in the recognition of income during the initial term and each subsequent monthly renewal using the then-in-place rent amount. Operating lease income is included in Rental income within the Company’s consolidated statements of operations. Variable lease income related to the Company’s self-storage lease agreements consists of administrative and late fees charged to customers. For the years ended December 31, 2023, 2022 and 2021, administrative and late fees totaled $30.0 million, $27.8 million, and $21.3 million, respectively, and are included in Other property related income within the Company’s consolidated statements of operations.

CubeSmart as Lessee

The Company serves as lessee in lease agreements for land, office space, automobiles and certain equipment, which have remaining lease terms of up to 41 years. Certain of the Company’s leases (1) provide for one or more options to renew, with renewal options that can extend the lease up to 69 years, (2) allow for early termination at certain points during the lease term and/or (3) give the Company the option to purchase the leased property. In all cases, the exercise of the lease renewal, termination and purchase options, if provided for in the lease, are at the Company’s sole discretion. Certain of the Company’s lease agreements, particularly its land leases, require rental payments that are periodically adjusted for inflation using a defined index. None of the Company’s lease agreements contain any material residual value guarantees or material restrictive covenants. Lease expense for payments related to the Company’s finance leases is recognized as interest expense using the interest method over the related lease term. Lease expense for payments related to the Company’s operating leases is recognized on a straight-line basis over the related lease term, which includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

Right-of-use assets represent the Company’s right to use an underlying asset during the lease term and lease liabilities represent the Company’s obligation to make lease payments as specified in the lease. Right-of-use assets and lease liabilities related to the Company’s operating leases are recognized at the lease commencement date based on the present value of the remaining lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available regarding the Company’s unsecured borrowing rates and implied secured spread at the lease commencement date in determining the present value of lease payments. The right-of-use asset also includes any lease payments made at or before lease commencement less any lease incentives.

For the years ended December 31, 2023, 2022 and 2021, the Company’s lease cost consists of the following components:

​​​​​​​​​​
​ · ​ · Year Ended December 31,
​ · ​ · 2023 · 2022 · 2021
​ · (in thousands)
Finance lease cost:​​​​​​​​​
Amortization of finance lease right-of-use assets​$964​$964​$964
Interest expense related to finance lease liabilities​​2,138​​2,140​​2,139
Operating lease cost​​3,064​​2,980​​3,278
Short-term lease cost (1)​1,375​​868​​1,173
Total lease costs​$7,541​$6,952​$7,554
​​​​​​​​​​
Cash paid for amounts included in measurement of lease liabilities:​​​​​​​​​
Operating cash outflows for finance leases​$2,183​$2,183​$1,938
Operating cash outflows for operating leases​​2,601​​2,453​​2,513
Total cash outflows for lease liability measurement​$4,784​$4,636​$4,451
(1)Represents automobile leases that have a lease term of 12 months. The Company has made an accounting policy election not to apply the recognition requirements of ASC 842 to this asset class. The lease cost associated with these leases is recognized on a straight-line basis over the related lease term.

The following table represents supplemental balance sheet information related to leases as of December 31, 2023 and 2022:

​​​​​​​​
​ · ​ · December 31, · ​
​ · 2023 · ​ · 2022 · ​
​ · ​ · (dollars in thousands) · ​
Finance Leases​​​​​​​
Right-of-use assets included in Storage properties, net​$41,945​$41,945​
Lease liabilities included in Lease liabilities - finance leases​$65,714​$65,758​
​​​​​​​​
Operating Leases​​​​​​​
Right-of-use assets included in Other assets, net​$50,476​$49,491​
Lease liabilities included in Accounts payable, accrued expenses and other liabilities​$50,324​$48,664​
​​​​​​​​
Weighted Average Lease Term (in years)​​​​​​​
Finance leases​​40.5​​41.5​
Operating leases​​32.0​​33.3​
​​​​​​​​
Weighted Average Discount Rate​​​​​​​
Finance leases​​3.25%​3.25%
Operating leases​​4.52%​4.44%

The following table represents the future lease liability maturities as of December 31, 2023 (in thousands):

​​​​​​​
​ · ​ · Finance · ​ · Operating
2024$2,183$2,536
2025​2,224​2,524
2026​2,334​2,587
2027​2,371​2,618
2028​2,371​2,649
2029 and thereafter​115,855​86,718
Total lease payments​127,338​99,632
Less: Imputed interest​​(61,624)​​(49,308)
Present value of lease liabilities​$65,714​$50,324
​​​​​​​

As of December 31, 2023, the Company has not entered into any lease agreements that are set to commence in the future.

14. RELATED PARTY TRANSACTIONS

The Company provides management services to certain joint ventures and other related parties. Management agreements provide for fee income to the Company based on a percentage of revenues at the managed stores. Total management fees for unconsolidated real estate ventures or other entities in which the Company held an ownership interest for the years ending December 31, 2023, 2022 and 2021 were $4.8 million, $5.1 million and $4.9 million, respectively.

The management agreements for certain joint ventures, other related parties and third-party stores provide for the reimbursement to the Company for certain expenses incurred to manage the stores. These reimbursements consist of amounts due for management fees, payroll and other store expenses. The amounts due to the Company were $18.0 million and $15.9 million as of December 31, 2023 and 2022, respectively, and are included in Other Assets, net on the Company’s consolidated balance sheets. Additionally, the Company had outstanding mortgage loans receivable from consolidated joint ventures of $86.3 million and $64.4 million as of December 31, 2023 and 2022, 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. During the years ended December 31, 2022 and 2021, the Company recognized $0.6 million and $1.3 million, respectively, in fees associated with property transactions. No

such fees were recognized during the year ended December 31, 2023. Property transaction fees are included in the component of other (expense) income designated as Other within the Company’s consolidated statements of operations.

In April 2022, the Company began serving as lessor in a ground lease related to land underlying an HVP IV property located in Texas (see note 4). During the years ended December 31, 2023 and 2022, the Company recognized income associated with this ground lease of $0.4 million and $0.2 million, respectively. This income is included in the component of other (expense) income designated as Other within the Company’s consolidated statements of operations.

15. COMMITMENTS AND CONTINGENCIES

Development Commitments

The Company has agreements with developers for the construction offour new self-storage properties (see note 4), which will require payments of approximately $43.0 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.

16. SHARE-BASED COMPENSATION PLANS

The Company has a share-based compensation plan (the “Plan”) which it utilizes to compensate certain employees and non-employee Trustees. The Plan was last amended and restated in 2016. The Plan provides for the grant of share options, share appreciation rights, restricted shares, performance units, which may be denominated in cash or shares, including restricted shares and restricted share units, and other share-based awards, including unrestricted common shares or awards denominated or payable in, or valued in whole or part by reference to, common shares. Share options granted under the Plan may be non-qualified share options or incentive share options.

Upon shareholder approval of the amendment and restatement of the Plan on June 1, 2016,4,500,000 additional common shares were made available for award under the Plan. As a result, these 4,500,000 additional shares, together with the 991,117 shares that remained available for future awards under the Plan at the time of the shareholder approval, plus any common shares that are restored to availability upon expiration or forfeiture of outstanding options or restricted share awards, would constitute the “Aggregate Share Reserve”. As of December 31, 2023: (i)1,332,836 common shares remained available for future awards under the Plan; (ii)360,529 unvested restricted share awards were outstanding under the Plan; and (iii)2,763,159 common shares were subject to outstanding options under the Plan.

The Plan is administered by the Compensation Committee of the Board (the “Compensation Committee”). The Compensation Committee interprets the Plan and, subject to its right to delegate authority to grant awards, determines the terms and provisions of option grants and share awards.

Under the Plan, the Compensation Committee determines the vesting schedule of each award, subject to aone-year minimum vesting requirement for share options, share appreciation rights, and certain restricted share and restricted share unit awards, but with permitted acceleration of vesting in the event of a participant’s death or disability, or in the event of a change in control or certain changes in our capital structure. Notwithstanding the foregoingone-year minimum vesting limitation, up tofive percent of the shares subject to the Aggregate Share Reserve may be subject to awards that are not subject to such limitation. The exercise price for options is equivalent to the fair value of the underlying common shares at the grant date. The Compensation Committee also determines the term of each option, which shall not exceed 10 years from the grant date.

Share Options

The fair values for options granted in 2023, 2022 and 2021 were estimated at the time the options were granted using the Black-Scholes option-pricing model applying the following weighted average assumptions:

​​​​​​​​​​​
Assumptions: · 2023 · 2022 · 2021
Risk-free interest rate​4.1%​1.5%​0.6%
Expected dividend yield​4.1%​3.7%​3.8%
Volatility (1)​26.00%​25.00%​25.00%
Weighted average expected life of the options (2)​6.0years​6.0years​6.0years
Weighted average grant date fair value of options granted per share​$7.90​$8.83​$4.62​
Term​​10.0years​10.0years​10.0years
(1)Expected volatility is based upon the Company’s historical daily share prices.
(2)The expected life is based on the contractual term of the options as well as the weighted average vesting period.

In 2023, 2022 and 2021, the Company recognized compensation expense related to options issued to employees and executives of approximately$2.8 million,$2.5 million and$2.3 million, respectively, which is included in General and administrative expense within the Company’s consolidated statements of operations. The share options vest ratably over three years. As of December 31, 2023, the Company had approximately$3.0 million of unrecognized option compensation cost related to all grants that will be recognized over a weighted average period of 1.7 years.

The table below summarizes the option activity under the Plan for the year ended December 31, 2023:

​​​​​​​​​
​ · ​ · Options · ​ · Weighted Average Strike Price · ​ · Weighted Average Remaining Contractual Term (Years)
Balance at December 31, 20222,537,038​$33.10​6.21​
Options granted408,650​​40.25​9.00​
Options canceled(38,296)​​44.17​8.44​
Options exercised(144,233)​​18.83​1.66​
Balance at December 31, 20232,763,159​$34.75​5.95​
​​​​​​​​​
Vested or expected to vest at December 31, 20232,763,159​$34.755.95​
Exercisable at December 31, 20231,972,708​$31.405.02​

As of December 31, 2023, the aggregate intrinsic value of options that were exercisable was approximately $30.6 million. As of that date, the aggregate intrinsic value of options that had vested or were expected to vest was approximately $35.3 million. The aggregate intrinsic value of options exercised was approximately $3.9 million, $1.0 million and $10.6 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Restricted Shares & Performance Units

During 2023, 2022 and 2021 the Company granted restricted shares to employees and Trustees and also granted performance units to certain executives.

The fair values for restricted share awards made under the Plan were valued at the grant date fair value, which is the market price of the underlying common shares. The shares vest over either a 3-year or 5-year period beginning with the first anniversary of the grant.

Performance units represent the right to earn common shares. The performance units were granted in the form of deferred share units with a market condition, entitling the holders thereof to receive common shares at a future date. The performance units are awarded based on the Company’s total return to shareholders with respect to a specified peer group consisting of publicly traded REITs over athree-year period. The performance units cliff vest upon the third anniversary of the effective date. The Company used a Monte Carlo simulation analysis to estimate the fair value of the awards, the key assumptions of which are as follows:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Assumptions: · 2023 · 2022 · 2021
Risk-free interest rate​4.2%​1.0%​0.2%
Volatility (1)​32.00%​28.00%​28.00%
(1)Expected volatility is based upon the Company’s historical daily share prices.

During the years ended December 31, 2023, 2022 and 2021, the Company recognized compensation expense related to restricted shares and performance units of approximately $7.3 million, $6.5 million and $5.8 million, respectively, which is included in General and administrative expense within the Company’s consolidated statements of operations. The following table presents non-vested restricted share and performance unit activity under the Plan for the year ended December 31, 2023:

​ · ​ · ​ · ​
​ · Number of Non-
​​Vested Restricted
​​Shares and Performance Units
Non-Vested at January 1, 2023340,952​
Granted190,540​
Vested(155,468)​
Forfeited(15,495)​
Non-Vested at December 31, 2023360,529​

The weighted average fair value of restricted shares and performance units granted during the years ended December 31, 2023, 2022 and 2021 was$46.94,$61.41 and$39.37, respectively. The total fair value of restricted shares and performance units vested during the years ended December 31, 2023, 2022 and 2021 was$6.1 million,$5.6 million and$4.8 million, respectively. As of December 31, 2023 the Company had approximately$8.5 million of remaining unrecognized restricted share and performance unit compensation costs that are expected to be recognized over a weighted average period of 2.1 years.

17. 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:

​​​​​​​​​​​​
​ · ​ · For the year ended December 31,
​ · ​ · 2023 · ​ · 2022 · ​ · 2021
​ · ​ · (dollars and shares in thousands, except per share amounts)
Net income​$412,435​​$292,472​​$230,813
Noncontrolling interests in the Operating Partnership​(2,535)​​(1,931)​​(7,873)
Noncontrolling interests in subsidiaries​857​​722​​542
Net income attributable to the Company’s common shareholders​$410,757​​$291,263​​$223,482
​​​​​​​​​​​​
Weighted average basic shares outstanding​225,424​​224,928​​203,832
Share options and restricted share units​817​​953​​1,177
Weighted average diluted shares outstanding (1)​226,241​​225,881​​205,009
​​​​​​​​​​​​
Basic earnings per share attributable to common shareholders​$1.82​​$1.29​​$1.10
Diluted earnings per share attributable to common shareholders (2)​$1.82​​$1.29​​$1.09

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 for the years ended December 31, 2023, 2022 and 2021 were 1.4 million,1.5 million and 7.1 million, respectively.

Earnings per unit and capital

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

​​​​​​​​​​​​
​ · ​ · For the year ended December 31,
​ · ​ · 2023 · ​ · 2022 · ​ · 2021
​ · ​ · (dollars and units in thousands, except per unit amounts)
Net income$412,435​​$292,472​​$230,813
Noncontrolling interests in subsidiaries​857​​722​​542
Net income attributable to CubeSmart, L.P.​$413,292​​$293,194​​$231,355
​​​​​​​​​​​​
Weighted average basic units outstanding (3)​226,817​​226,449​​210,949
Unit options and restricted share units​817​​953​​1,177
Weighted average diluted units outstanding (1) (3)​227,634​​227,402​​212,126
​​​​​​​​​​​​
Basic earnings per unit attributable to CubeSmart, L.P.​$1.82​​$1.29​​$1.10
Diluted earnings per unit attributable to CubeSmart, L.P. (2)​$1.82​​$1.29​​$1.09
(1)For the years ended December 31, 2023, 2022 and 2021, the Company declared cash dividends per common share/unit of $1.98, $1.78 and $1.45, respectively.
(2)The amounts of anti-dilutive options that were excluded from the computation of diluted earnings per share/unit for the years ended December 31, 2023 and 2022 were 0.7 million and 0.3 million, respectively. There were no anti-dilutive options for the year ended December 31, 2021.
(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 December 31,
​​2023​2022​2021
Outstanding OP Units owned by third parties1,300,462​1,426,549​1,901,595
Outstanding OP Units owned by the General Partner​224,921,053​224,603,462​223,917,993
​​​​​​​
​​​​​​​​​

Common Shares

On November 19, 2021, the Company closed an underwritten offering of 15.5 million common shares at a public offering price of $51.00 per share, resulting in net proceeds of $765.6 million, after deducting offering costs.

The Company maintains an at-the-market equity program that enables it to offer and sell up to 60.0 million common shares through sales agents pursuant to equity distribution agreements (the “Equity Distribution Agreements”). The Company’s sales activity under the program for the years ended December 31, 2023, 2022 and 2021 is summarized below:

​​​​​​​​​​
​ · ​ · For the year ended December 31,
​ · ​ · 2023 · ​ · 2022 · ​ · 2021
​ · ​ · (dollars and shares in thousands, except per share amounts)
Number of shares sold​​—​​102​​4,982
Average sales price per share​$—​$50.64​$40.57
Net proceeds after deducting offering costs​$—​$4,936​$199,977

The proceeds from the sales of common shares under the program during the years ended December 31, 2022 and 2021 were used to fund the acquisition and development of self-storage properties and for general corporate purposes. As of December 31, 2023, 2022 and 2021,5.8 million common shares,5.8 million common shares and 5.9 million common shares, respectively, remained available for issuance under the Equity Distribution Agreements.

18. SUBSEQUENT EVENTS

Subsequent to December 31, 2023, the Company acquired atwo-store portfolio located in Connecticut for a purchase price of $20.2 million.

CUBESMART

SCHEDULE III

REAL ESTATE AND RELATED DEPRECIATION

December 31, 2023

(dollars in thousands)

​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Gross Carrying Amount at · ​ · ​ · ​
​ · ​ · ​ · ​ · Total · ​ · ​ · ​ · ​ · ​ · Initial Cost · ​ · Costs · ​ · December 31,2023 · ​ · ​ · ​
​ · ​ · Rentable · ​ · ​ · ​ · ​ · Buildings · Subsequent · ​ · ​ · Buildings · ​ · ​ · Accumulated
​ · ​ · Number of · ​ · Square Feet · ​ · ​ · ​ · ​ · ​ · ​ · ​ · & · ​ · to · ​ · ​ · ​ · ​ · & · ​ · ​ · ​ · ​ · Depreciation
State · ​ · Stores · ​ · (unaudited) · ​ · Encumbrances · ​ · Land · ​ · Improvements · ​ · Acquisition · ​ · Land · ​ · Improvements · ​ · Total · ​ · (A)
Arizona​48​3,092,942​$—​$98,442​$389,514​$27,444​$99,493​$400,450​$499,943​$60,754
California​63​4,786,036​​—​​371,460​​683,683​​38,549​​373,301​​664,396​​1,037,697​​116,504
Colorado​10​654,202​​—​​11,812​​46,755​​4,694​​11,786​​45,062​​56,848​​14,871
Connecticut​22​1,200,207​​—​​22,023​​82,375​​21,345​​23,570​​87,502​​111,072​​37,274
Florida​90​6,787,173​​—​​104,987​​531,360​​96,582​​112,652​​551,408​​664,060​​190,501
Georgia​22​1,657,228​​—​​20,015​​117,825​​11,719​​19,826​​117,027​​136,853​​34,046
Illinois​42​2,710,345​​—​​52,723​​219,307​​31,381​​52,619​​225,813​​278,432​​77,211
Indiana​1​70,386​​—​​1,134​​5,589​​255​​1,134​​5,838​​6,972​​1,759
Maryland​20​1,684,502​​4,703​​40,467​​214,985​​15,001​​41,323​​217,309​​258,632​​56,982
Massachusetts​20​1,253,278​​—​​31,948​​159,000​​12,636​​32,200​​165,719​​197,919​​37,799
Minnesota​2​175,916​​—​​2,621​​21,655​​434​​2,621​​22,050​​24,671​​3,359
Nevada​22​1,706,489​​—​​69,956​​394,023​​6,933​​71,704​​398,853​​470,557​​33,057
New Jersey​29​2,058,007​​—​​50,194​​203,710​​38,759​​53,706​​222,218​​275,924​​71,436
New Mexico​3​182,261​​—​​2,866​​9,367​​2,008​​2,867​​8,110​​10,977​​3,656
New York​59​4,722,118​​116,665​​427,921​​1,331,857​​59,471​​444,147​​1,358,515​​1,802,662​​334,413
North Carolina​9​611,773​​—​​10,349​​44,680​​6,716​​10,787​​47,568​​58,355​​14,783
Ohio​20​1,294,303​​—​​13,529​​51,265​​18,472​​14,937​​54,757​​69,694​​23,175
Pennsylvania​12​890,698​​—​​18,177​​95,559​​11,070​​18,131​​101,174​​119,305​​24,254
Rhode Island​4​247,305​​—​​3,480​​17,156​​1,704​​3,481​​18,801​​22,282​​5,493
South Carolina​8​432,324​​—​​6,117​​31,039​​1,502​​6,117​​32,541​​38,658​​4,349
Tennessee​9​756,020​​—​​9,117​​54,403​​6,343​​8,991​​53,032​​62,023​​15,759
Texas​76​5,447,787​​—​​110,252​​476,749​​37,262​​110,569​​487,356​​597,925​​118,240
Utah​4​239,388​​—​​10,763​​2,844​​2,885​​10,623​​4,187​​14,810​​2,068
Virginia​11​1,060,440​​—​​37,282​​138,668​​4,992​​37,283​​136,406​​173,689​​37,307
Washington D.C.​5​410,676​​—​​28,759​​80,996​​2,564​​28,802​​77,512​​106,314​​18,842
Other Corporate Assets​—​—​​—​​2,071​​13,294​​1,692​​2,072​​13,940​​16,012​​3,721
​​611​44,131,804​$121,368​$1,558,465​$5,417,658​$462,413​$1,594,742​$5,517,544​$7,112,286​$1,341,613
​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
(A)Depreciation on the buildings and improvements is recorded on a straight-line basis over their estimated useful lives, which range from five to 39 years.

Activity in storage properties during the period from January 1, 2021 through December 31, 2023 was as follows (in thousands):

​​​​​​​​​​
​202320222021
Storage properties*​​​​​​​​​
Balance at beginning of year​$7,295,778​$7,183,494​$5,489,754
Acquisitions & improvements​74,259​191,495​1,795,965
Fully depreciated assets​(29,133)​(32,344)​(52,722)
Dispositions and other​(4,717)​(6,230)​(19,408)
Construction in progress, net​31,426​(40,637)​(30,095)
Balance at end of year​$7,367,613​$7,295,778​$7,183,494
​​​​​​​​​​
Accumulated depreciation*​​​​​​​​​
Balance at beginning of year​$1,247,775​$1,085,824​$983,940
Depreciation expense​199,065​195,522​160,933
Fully depreciated assets​(29,133)​(32,344)​(52,722)
Dispositions and other​(1,330)​(1,227)​(6,327)
Balance at end of year​$1,416,377​$1,247,775​$1,085,824
Storage properties, net​$5,951,236​$6,048,003​$6,097,670

*These amounts include equipment that is housed at the Company’s stores which is excluded from Schedule III above.

As of December 31, 2023, the aggregate cost of Storage properties for federal income tax purposes was approximately $7,719.6 million.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.