8-K

CubeSmart (CUBE)

8-K 2022-09-13 For: 2022-09-13
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Added on April 04, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): September 13, 2022

CUBESMART

CUBESMART, L.P.

(Exact Name of Registrant as Specified in Its Charter)

Maryland (CubeSmart) 001-32324 20-1024732
Delaware (CubeSmart, L.P.) 000-54462 34-1837021
(State or Other Jurisdiction of Incorporation)<br><br>​ (Commission File Number) (IRS Employer Identification No.)

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

( 610 ) 535-5000

(Registrant’s telephone number, including area code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). ****

Emerging Growth Company (CubeSmart) ☐

Emerging Growth Company (CubeSmart, L.P.) ☐

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. ☐

Item 2.02    Results of Operations and Financial Condition.

We are furnishing with this report a slide presentation (attached as Exhibit 99.1) that may be used in presentations to investors from time to time.

Item 7.01    Regulation FD Disclosure.

The **** information disclosed in Item 2.02 above is incorporated into this Item 7.01.

The information included in this Current Report on Form 8-K (including the exhibit hereto) is being furnished under Item 2.02, “Results of Operations and Financial Condition,” Item 7.01, “Regulation FD Disclosure” and Item 9.01 “Financial Statements and Exhibits” of Form 8-K. As such, the information (including the exhibit) herein shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such a filing. This Current Report (including the exhibit hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01    Financial Statements and Exhibits.

(a)    Not applicable.

(b)    Not applicable.

(c)    Not applicable.

(d)    Exhibits.

Exhibit No. **** Description
99.1 Slide Presentation dated September 2022
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

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

CUBESMART
By: /s/ Jeffrey P. Foster
Name: Jeffrey P. Foster
Title: Chief Legal Officer and Secretary
Date: September 13, 2022
CUBESMART, L.P.
By CUBESMART, its general partner
By: /s/ Jeffrey P. Foster
Name: Jeffrey P. Foster
Title: Chief Legal Officer and Secretary
Date: September 13, 2022

3

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Exhibit 99.1

September 2022InvestorPresentation
Safe Harbor StatementTheforward-lookingstatementscontainedinthispresentationaresubjecttovariousrisksandknownandunknownuncertainties.AlthoughtheCompanybelievestheexpectationsreflectedinsuchforward-lookingstatementsarebasedonreasonableassumptions,therecanbenoassurancethattheCompany’sexpectationswillbeachieved.FactorswhichcouldcausetheCompany’sactualresults,performance,orachievementstodiffersignificantlyfromtheresults,performance,orachievementsexpressedorimpliedbysuchstatementsaresetforthunderthecaptions“Item1A.RiskFactors”and“Forward-LookingStatements”inourannualreportonForm10-KandinourquarterlyreportsonForm10-QanddescribedfromtimetotimeintheCompany’sfilingswiththeSEC.Forward-lookingstatementsarenotguaranteesofperformance.Forforward-lookingstatementsherein,theCompanyclaimstheprotectionofthesafeharborforforward-lookingstatementscontainedinthePrivateSecuritiesLitigationReformActof1995.TheCompanyassumesnoobligationtoupdateorsupplementforward-lookingstatementsthatbecomeuntruebecauseofsubsequentevents.Thispresentationcontainscertainnon-GAAPfinancialmeasures,includingNetOperatingIncome(NOI),FundsFromOperations(FFO),andFundsFromOperations,asadjusted(FFO,asadjusted).Thedefinitionsoftheseterms,thereasonsfortheiruse,andreconciliationstothemostdirectlycomparableGAAPmeasuresareincludedinourEarningsReleaseaswellastheNon-GAAP<br>FinancialMeasuressectionunderthecaption“Management’sDiscussionandAnalysisofFinancialConditionandResultsofOperations”(orsimilarcaptions)inourannualreportonForm10-KandquarterlyreportsonForm10-Q,anddescribedfromtimetotimeintheCompany’sfilingswiththeSEC.Use of Non-GAAP Financial Measures
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Introduction to CubeSmartA high-quality portfolio in an attractive industry with proven returns<br>1,289Properties1<br>$12.8 BillionMarket Cap3<br>159%5-year total shareholder return2<br>61%5-year Dividend Growth4<br>47%5-year Growth in FFO per Share, as Adjusted2<br>Baa2/BBB Rating<br>$3.0 Billion5-year acquisition volume<br>1.As of June 30, 20222.Period ended December 31, 20213<br>3.Market value of common equity and book value of debt as of June 30, 2022<br>4.Annual dividends declared for period ended December 31, 2021
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Why CubeSmart?A company built to perform throughout all phases of the cycle<br>Attractive IndustryWell-diversified demand characteristics<br>create strong industry<br>fundamentalsCash Flow StabilityIndustry-leading portfolio<br>demographics and a<br>conservative balance<br>sheet produce stable<br>cash flows throughout<br>the entire cycleFocus on QualityContinuing to grow the<br>platform through high-<br>quality investments and<br>further operational<br>evolution to generate<br>long-term valueExperienceA well-seasoned<br>management team with<br>experience operating<br>throughout many<br>macroeconomic<br>environments4
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CubeSmart’sHistoryA history of executing on strategic objectives<br>20042006<br>2010<br>2011<br>2011<br>U-Store-It initial public offeringArrival of current management teamAcquired United Stor-All to establish the third-party management platformRebranded the company as CubeSmart<br>Won 1stISS industry award for Best Customer ServiceIssued debut investment grade unsecured senior notesOpened 1,000thCubeSmart locationLaunched fully online rental platform, SmartRentalAcquired 59 property Storage West portfolio for $1.7 billionAcquired 22 property Storage Deluxe portfolio located primarily in NYC for $560 million20122012<br>2018<br>2020<br>20215
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0%100%200%300%400%<br>500%600%700%800%Dec-11Dec-12Dec-13Dec-14Dec-15Dec-16Dec-17Dec-18Dec-19Dec-20Dec-21Self-Storage REIT Average Total Return<br>Attractive IndustryStrong sector fundamentals generate outsized long-term returns<br>Dynamic DemandWide range of needs drives demand for the product<br>throughout all economic<br>cycles High MarginsLow expense load & cap-ex<br>requirements drive more<br>cash flow to the bottom lineShort-Term LeasesMonth-to-month leases<br>allow for rapid repricing in<br>response to changing<br>economic conditionsIncreasing UtilizationNewly identified sources of<br>demand have created<br>increases in utilization and<br>product awareness<br>61.Straight average total return for CUBE, PSA, EXR, and LSI from December 31, 2011 through December 31, 2021
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Cash Flow StabilityNational scale with a focused concentration in key marketsNational ScaleCubeSmart operates in 155 markets across 39 states<br>and the District of Columbia1, providing diversification<br>throughout the countryKey Market DepthA portfolio focused on<br>coverage across all attractive<br>submarkets within our core<br>MSAsCustomer DiversificationWith ~710k customers across<br>the portfolio, our customer<br>base is representative of each<br>store’s local community while<br>no one tenant or cohort<br>represents a material segment<br>of the rent roll<br>7<br>1.As of June 30, 2022
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Diversified Portfolio in Quality MarketsNational platform with a focus in core markets to drive long-term value<br>States with Managed Stores Only<br>States with Owned StoresFocus on Top Markets89% of owned store NOI comes from top-40 MSAs1Portfolio ExposureExposure to secondary and<br>tertiary markets through our<br>third-party management<br>program and joint ventures<br>further diversifies the<br>portfolio and leverages our<br>operating platform81.For the three months ended June 30, 2022
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Top 10 MSAs<br>MSAs 11-25<br>MSAs 26-40<br>MSAs 41+Quality Market Focus Generates Long-Term Value59%19%11%11%Property NOI by Market2Strong Demographics A strategic focus on submarkets with attractive demographics for stable long-term demand trendsMature MarketsLarger, stable markets should experience less volatility than<br>secondary and tertiary marketsPerformance Through All Parts of the CycleStrong market fundamentals and demographics support<br>demand trends throughout the economic cycleIndustry-leading demographics create a strong demand backdrop<br>050100150<br>200CUBEEXRPSALSINSAAvg 3-mile Population Density (000’s)11.Source: Evercore ISI Research Report dated March 18, 20222.Total owned portfolio NOI for the three months ended June 30, 20229
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Market Leader in New York CityLowest Supplied MarketSupply across the three key outer boroughs is 2.7 SF per capita1, the lowest nationally and less than half the<br>national average of 6.2 SF per capita2. Future supply will be limited due to<br>recent legislative changes removing<br>self-storage eligibility for the ICAP tax<br>incentive programBest-In Class PortfolioOur NYC stores make up the largest<br>portfolio of purpose-built, Class-A<br>properties in the outer boroughs that<br>create vibrant billboards for our brandUnique SubmarketsEach borough features a robust local<br>economy with its own unique demand<br>driversPortfolio Composition3NYC competitive advantage is a key component of our long-term strategy1.Source: CubeSmart internal market research2.Source: 2022 Self-Storage Almanac10<br>All Other Markets<br>3.Total portfolio NOI for the three months ended June 30, 2022
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Quality PlatformSophisticated, fully integrated platform focused on providing flexible and efficient service delivery to maximize property cash flows over the long termQuality CompanyContinued focus on corporate responsibility and risk management to ensure sustainable long-term growthQuality Balance SheetInvestment-grade balance sheet provides flexibility to access a full array of<br>capital sources to finance growth opportunitiesValue Creation StrategyFocus on quality drives long-term shareholder value11<br>Quality PortfolioDisciplined investment strategy to grow our nation-wide portfolio of best-in-class assets in core markets with strong demographics and demand profiles
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Operating PlatformFoundation of proprietary solutions creates flexibility for the futureTechnological PlatformInvest in foundational systems to provide scalabilityCustomer CaptureAttract the greatest share of demand across all channels through sophisticated strategiesDynamic PricingMaximize revenue through real-time pricing decisions that leverage historical customer dataService Oriented ModelProvide award-winning customer service to meet the many needs of our customersOngoing Optimization Continually test new strategies to capture further efficiencies 12Platform Portfolio Balance Sheet Company
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The Customer JourneyExisting CustomerRentalReservationOptimizing the PlatformPaid SearchBid on ~2+ million keywords<br>Brand MarketingFurther build brand<br>awareness, making CUBE<br>an operator of choice<br>Social MediaInnovative tactics to reach<br>prospective customers<br>WebsiteInteract with 13.5 million<br>visitors annually1<br>Sales CenterReceive 1.1 million calls<br>annually1<br>RateSmartLeverage demand trends to<br>generate optimal pricing<br>SmartRental~30% of customers rent<br>through SmartRental<br>In-Store TeammatesReduce friction throughout<br>the rental process<br>HIVE Point of SaleFlexible platform to build<br>further enhancements<br>CubeSmart Mobile AppEnhanced customer<br>interaction<br>Lazarus Data WarehouseUtilize customer data to<br>further optimize operations<br>Rate IncreasesMaximize revenue through<br>individually optimized<br>customer rate increases<br>ResearchEfficient interactions across the customer journey13Platform Portfolio Balance Sheet Company1.Data for full year ended December 31, 2021
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Redefining the Customer ExperienceMeeting the changing needs of our customersLeveraging Digital PlatformsReplicate the in-person experience across all customer touch pointsOmni-Channel ExperienceA fully integrated experience where customers can seamlessly transition between various channels & platformsCustomer PreferenceProvide optionality to meet the customer in the way they wish to interactAward Winning Customer ServiceContinue to provide industry-leading service both in-store and across all of our digital platforms14Platform Portfolio Balance Sheet Company
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External Growth StrategyEnhancing our portfolio through strategic external growth opportunities High-Quality AcquisitionsTarget acquisitions of well positioned, quality assets in<br>markets with strong<br>demographics and demand<br>trendsDevelopment & Lease-UpBuild and acquire purpose-<br>built properties in top markets<br>to generate elevated growth<br>over the long termValue-Add Joint VenturesGenerate outsized returns,<br>reduce risk and enhance<br>further diversification through<br>acquisitions with partnersThird-Party ManagementMutually beneficial value<br>creation by generating<br>additional scale and value<br>from our platform Platform Portfolio Balance Sheet Company15
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0200<br>400<br>600<br>8001000<br>1200<br>14002010201120122013201420152016201720182019202020212022<br>Wholly-Owned<br>Joint Venture<br>Managed<br>Robust Portfolio GrowthStrategically increase the scale of the platform<br>Multi-Faceted Growth StrategyContinue to utilize wide variety of avenues to grow<br>the portfolioBrand AwarenessSince 2010, increased stores on the platform by 183%Customer Data PointsThe consistent growth in CubeSmart stores has<br>substantially increased our<br>customer base by ~522k since 20101,289456<br>Platform Portfolio Balance Sheet Company16<br>11.As of June 30, 2022
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AcquisitionsDisciplined investment strategy to prudently build our portfolio83%of acquisitions since 2010 in top 25 MSAs$1.5Bof acquisitions from third-party management1Strong Demographics Focus on submarkets with attractive demographics for strong long-term demand characteristicsComplement Existing PortfolioContinue to identify opportunities to improve coverage across core marketsPlatform Value-Add Placing new properties on the CubeSmart platform generates multi-year yield expansionStrategic Lease-up Opportunities Acquire properties in lease-up to generate elevated returns$3.0Bof wholly-owned acquisitions since 20171.Since 2010 Platform Portfolio Balance Sheet Company17
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DevelopmentStrategic partnerships drive additional long-term value to our shareholdersPartner with Local DevelopersPartner with developers that have local market expertise and can source high-quality sitesFocus on Top MarketsTargeted projects in high-quality markets that generate attractive long-term risk-adjusted returnsOperational ExpertiseLeverage CubeSmart’s operating platformto optimally design and efficiently lease-up new storesPortfolio RefreshEnhance the quality of our existing portfolio through purpose-built, flagship properties that showcase our brand$645Mof new projects delivered1100% of new development in top 10 markets$78Mof new projects in the pipeline2Platform Portfolio Balance Sheet Company1.Development deliveries as of June 30, 2022 (does not include C/O acquisitions)2.As of June 30, 202218
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Joint Venture AdvantagesStrategic investment with joint venture partners adds value to our portfolio<br>5different ventures189total properties1Strong ReturnsFee revenue and promoted interests increase our return profile for transactionsDiversification Further diversifying cash flow and exposure to markets outside of core acquisition strategyOpportunistic Unstabilized Acquisitions Spread investment capital across additional transactions through a minority interest while mitigating dilution through feesAcquisition Opportunities Opportunityto purchase the assets that are a strategic fit at the end of the hold periodPlatform Portfolio Balance Sheet Company19<br>$1.0Bjoint venture investment11.As of June 30, 2022. Excludes two unconsolidated joint ventures acquired as a part of the Storage West transaction
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Third-Party Management Mutually beneficial relationships drive additional long-term value to our shareholders<br>680properties1200+ partnerships1$31Mmanagement fee income2ProfitabilityCreate additional revenue streams for our shareholders through management and other feesScaleContinue expanding our national footprint and brand as we take on additional stores, increasing operating efficiencies Acquisition PipelineOpportunity for relationship-driven transactions while utilizing our knowledge of the assets to reduce underwriting riskRelationshipsBuild a group of partners to share insights and industry trendsPlatform Portfolio Balance Sheet Company1.As of June 30, 20222.For the year ended December 31, 202120
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Financial StrengthEnsuring stability while funding growthContinue to operate with credit metrics at the conservative end of our investment grade rating, ensuring access to a variety of attractively-priced capital Net Debt to EBITDA1: 5.4xEBITDA Coverage1,2: 6.7xDebt to Gross Assets1: 41.2%<br>1.Source: Company Filings, as of December 31 of each stated year2.Calculated as annual EBITDA / Interest Expense BBB(Stable)Baa2(Stable)<br>0.0%20.0%<br>40.0%60.0%80.0%100.0%20172018201920202021<br>Unsecured Debt<br>Secured Debt<br>1.0x2.0x3.0x4.0x<br>5.0x6.0x7.0x20172018201920202021<br>0.0x2.0x<br>4.0x<br>6.0x<br>8.0x20172018201920202021Platform Portfolio Balance Sheet Company21
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Liquidity and Access to CapitalAccess to the full range of capital sources to fund commitments Capital Needs & LiquidityAmple liquidity to manage near-term capital needsCapital Needs: $71.5M through 20231•$40.3M of remaining development commitments•$31.2Mof debt maturities Existing Sources of Capital•$581.1M of remaining capacity on revolving credit facility1•Retained free cash flowAccess to CapitalProven ability to access a variety of sources of capitalRaised $6.4 billion since 2010•Common Equity:Raised $2.5 billion of net proceeds•Unsecured Senior Notes: Raised $3.4 billion through ten unsecured senior note issuances •Credit Facility:$750 million revolving line of credit•Bank Debt:Raised $500 million in term loans (since repaid)•Preferred Equity:Raised $77.5 million in preferred equity (since redeemed)<br>-31,184 201,588 300,000 337,008 -550,000 404,300 350,000 450,000 500,000 - 200,000 400,000 600,00020222023202420252026202720282029203020312032Debt Maturity Schedule1(000’s)<br>Secured Debt<br>Unsecured Debt<br>Unsecured revolving credit facilityPlatform Portfolio Balance Sheet Company1.As of June 30, 202222
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00.511.522.520112012201320142015201620172018201920202021Funds from Operations, as Adjusted<br>Experienced ManagementLengthy track record of experience through all phases of the cycle20 years in self storage14 yearswith CubeSmart21 years at publicly-traded REITS<br>Named Executive Officers1+225%Platform Portfolio Balance Sheet Company23<br>1.Represents averages for CubeSmart Named Executive Officer group
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$- $0.20<br> $0.40 $0.60 $0.80 $1.00 $1.20 $1.40 $1.60 $1.80 $2.0020122013201420152016201720182019202020212022Annual Dividend per ShareSharing Cash Flow GrowthConsistent history of dividend increases to return capital to investors<br>+391%Platform Portfolio Balance Sheet Company24<br>11.Annualized assuming no change in current dividend rate
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Environmental HighlightsMinimizing our environmental impact for long-term sustainability Environmental TargetsEstablished targets to reduce consumption and<br>greenhouse gas emissions.Through 2021, we made significant progress<br>against these targets with<br>a 19.2% like-for-like<br>reduction in Scope 1 & 2<br>GHG emissions.1Solar ProgramAdded solar panels to 93<br>owned stores with projects<br>underway to add solar<br>systems to an additional 31<br>stores.In 2021, our stores produced 7.8 million kWh<br>of renewable energy, an<br>18.8% increase from 2020.HVAC UpgradesIn 2021, we substantially<br>completed our 3-year<br>capital project to<br>upgrade our HVAC<br>systems, which will<br>lower our CFC emissions<br>at those stores.Platform Portfolio Balance Sheet Company25<br>1.Reduction against 2019 baseline. Like-for-like defined as the set of stores owned for the entirety of the period January 1, 2019through December 31, 2021.
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Social HighlightsInvesting in our team and communities Engagement & DevelopmentWe value our teammates’ engagement. In 2021, our annual<br>Teammate Engagement Survey had a<br>91% response rate. Our goal is to help<br>our teammates grow with our<br>company. Last year over 390<br>teammates were promoted into new<br>roles. We supported this goal through<br>an average of 17 hours of training per<br>teammate. Diversity, Equity, and InclusionWe believe our business is better because of<br>the diversity of our team. Our Philosophy Regarding Respect in the Workplace defines our approach to diversity, inclusion, and<br>treatment of differences and is<br>acknowledged by all teammates. Our Policy on Equal Employment Opportunity prohibits discrimination in all aspects of employment. Community EngagementWe are proud to serve the<br>communities in which we operate.<br>Through our volunteering and<br>fundraising efforts, we’ve supported<br>numerous local charities and<br>community organizations.Supply Chain & Human RightsWe established the CubeSmart Code of Ethics, Conduct & Human Rights for Vendors and Suppliers to hold our partners to our own standards and<br>ensure that we’re doing our part to<br>protect human rights and promote<br>ethical conduct.Platform Portfolio Balance Sheet Company26
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Strong Corporate GovernanceSupporting the long-term interest of all shareholdersShareholder RightsAnnual election of TrusteesAnnual say-on-pay votesSingle voting class of stockShareholder right to call special meetingHighest governance rating among our peers<br>(per ISS)Board PracticesSeparate Board Chair & Chief Executive OfficerRegular executive sessions of independent TrusteesAnnual Board & Committee self-evaluationsShare ownership guidelines for Executive Officers and TrusteesAnti-hedging & anti-pledging policiesCode of Business Conduct & Ethics for employees and TrusteesRisk oversight by Board and CommitteesWide range of relevant experience and diversity among Trustees38%Diversity88%IndependentPlatform Portfolio Balance Sheet Company27<br>Racial/Ethnic Diversity<br>Gender Diversity
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Operational PerformanceStrong fundamentals provide strong outlook for future growth<br>88.0%90.0%<br>92.0%<br>94.0%<br>96.0%<br>98.0%JanFebMarAprMayJunJulAugSepOctNovDecSame-Store Occupancy<br>2020<br>2021<br>2022<br> - 5,000 10,000 15,000 20,000 25,000JanFebMarAprMayJunJulAugSepOctNovDecSame-Store Rentals<br>2021<br>2022<br> - 5,000 10,000<br> 15,000 20,000 25,000JanFebMarAprMayJunJulAugSepOctNovDecSame-Store Vacates<br>2021<br>202228<br>1.Same-store results for the six months ended June 30, 202214.8%Revenue growth2.7%Expense growth20.1%NOI Growth2022 Same-Store Results1
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