Good morning, and welcome to the CubeSmart Second Quarter 2014 Earnings Conference Call. [Operator Instructions] Please note this event is being recorded. I would now like to turn the conference over to Mr. Charlie Place. Please go ahead, sir.

Thank you, Betty. Hello, everyone, and good morning. Welcome to CubeSmart's Second Quarter 2014 Earnings Call. Participants on today's call include Chris Marr, President and Chief Executive Officer; and Tim Martin, Chief Financial Officer. Our prepared remarks will be followed by a Q&A session. In addition to our earnings release, which was issued yesterday evening, supplemental operating and financial data is available under the Investor Relations section of the company's website at www.cubesmart.com. The company's remarks will include certain forward-looking statements regarding earnings and strategy that involve risks, uncertainties and other factors that may cause the actual results to differ materially from those forward-looking statements. The risks and factors that could cause our actual results to differ materially from forward-looking statements are provided in documents the company furnishes to or files with the Securities and Exchange Commission, specifically the Form 8-K we filed this morning together with our earnings release filed with the Form 8-K and the Risk Factors section of the company's annual report on Form 10-K. In addition, the company's remarks include reference to non-GAAP measures. A reconciliation between GAAP and non-GAAP measures can be found in the second quarter financial supplement posted on the company's website at www.cubesmart.com. I will now turn the call over to Chris.

Thank you, Charlie. We continue to execute on all phases of our business plan, delivering robust organic and external growth for shareholders. Same-store results remain at very high absolute levels of performance, while the portfolio achieved new peak occupancy levels. The competitive environment remains favorable with minimal new supply entering the market. Industry fundamentals remain strong in our target markets, and we expect organic performance to remain above historical averages for the foreseeable future. Same-store growth metrics continued to accelerate. Notably, our year-over-year same-store revenue and NOI growth rates increased by 60 and 70 basis points, respectively, from the already strong levels reported last quarter. We achieved all-time highs in physical occupancy, hitting 92.4% at June 30. Our momentum continued into July, and our same-store portfolio continued to gain in occupancy, growing 60 basis points from June 30 to reach peak occupancy of 93% on August 2. The components of our same-store revenue growth are shifting. While occupancy gains continue to positively impact our growth rate, a trend that we expect to continue through 2015, revenue per occupied square foot was the primary contributor to our same-store revenue growth of 7.6%. We anticipate this trend will continue in the coming quarters as we reap the benefits of higher rental rates and over discounts. Our gains in our net effective rents are coming from a combination of increases in asking rents to new customers and decreases in discounting. Asking rent increases have accelerated throughout the year, a trend that has continued into July, a month in which we levered our high occupancy to be even more aggressive with our street rate increases. Asking rent growth does vary by sub-market, ranging from increases of 9% in Houston and 7.5% in Miami to reductions in asking rents in Albuquerque and El Paso. On…

Thanks, Chris, and thank you to everyone on the call for your continued interest and support. As Chris touched on, our second quarter results reflect a continuation of very compelling same-store performance as our revenue growth accelerated from 7% in the first quarter to 7.6% this quarter as we achieved all-time highs in occupancy for our portfolio. Same-store NOI growth also accelerated from 9% in the first quarter to 9.7% this quarter. We reported FFO per share, as adjusted, of $0.27 for the quarter, which beat the high end of our guidance range. The beat to our guidance came from contributions from multiple areas, including better-than-planned occupancy and effective rates as well as modestly lower operating expenses compared to our plan. On the external growth front, during the quarter, we closed on the acquisition of 9 facilities for $127.4 million and another 2 facilities in July for $15.8 million. This activity brings our year-to-date acquisition volume up to $246.5 million. To fund our growth, we announced several updates to our capital raising activity, both on the debt and equity fronts. On the debt side, in December of last year, you'll recall we acquired a 35-property portfolio of primarily Texas assets through our 50-50 partnership. When we closed on that transaction, we did so without any debt financing at the venture level with a plan to put modest levels of debt in place in the future. We completed the planned financing of the venture in May, obtaining a $100 million secured loan with a 7-year term and a fixed interest rate of 3.59%. The net proceeds of the loan were distributed to us and to our partner based on our respective 50% ownership levels. Earlier this week, we completed the amendment of one of our $100 million unsecured bank term loans.…

[Operator Instructions] And our first question comes from Christy McElroy of Citigroup.

Chris, I just have some questions on the development stuff. As you mentioned, you've got $80 million of projects in the works with JVs and then $102 million of CO deals, a bunch of projects coming online in 2015. How involved are you in the construction progress for the JV development projects? Or is it more financial initially and then operationally later? And do you expect to buy out your JV partners upon completion?

Thanks, Christy. The -- we're heavily involved. These are typically structured in a 90:10 relationship where CubeSmart is 90% of the equity capital, our partner is 10%. And the partners that we have established in these markets, they're bringing the submarket knowledge, the uniqueness of the entitlement process in those markets, finding the sites, et cetera. They are overseeing the construction, but we are involved in that oversight. We're involved in the approvals on the design and the unit mix at the individual sites. And then ultimately, we take over as manager of the store when it achieves its CO. In the long run, the relationships are set up to provide our partners with optionality. They may certainly stay in for their ownership interest and enjoy the cash flow coming from the store over time. If they wish to monetize their investment, there are procedures set up within the documents for them to do that. My sense on the JV development is it will be probably a combination, in the early stages at least, of both of those. Some folks will choose to stay in for the duration and some folks may choose to monetize the early deal so they have capital to continue to help us grow.

And then including both the JV development projects and the CO deals, how big do you expect the pipeline to get? And if you look out '15 and beyond, to what level of annual FFO dilution kind of you're expecting as these projects start to deliver?

Yes, I think we look at them in 2 different buckets. The CO acquisition opportunities are more opportunistic for us, and we try to limit the duration that we're making a commitment. Obviously in those instances, we're not taking the development risk. We certainly are accepting the lease-up risk and the capital risk of making a commitment for something that won't close until some point in the future. So those are more optimistic -- or opportunistic in how we find them and how we source them. So that volume will ebb and flow based on the opportunity. The joint venture development program, if you look at it over a continuum, right now we're looking at having, on average, about $75 million worth of openings in any given year. So a little bit north of that in '15. But if you look at it on average over time, that's the target. And I'll let Tim address dilution for you.

On the development side, the kind of a full first year impact of the drag from the development is in the neighborhood of $0.02 a share of dilution for the first batch. As you -- if you -- if this becomes a more programmatic -- if the opportunities and the risk-adjusted returns continue in the future as they look today and this becomes more programmatic, then that $0.02 builds a little bit when the second batch comes on, and then it levels out as the first group leases up and gets stabilized and you kind of get into a cycle of that type of program if that's the path we ultimately take. So I would think about $0.02 of dilution in year 1.

Okay, that's helpful. And Chris, you mentioned 93% occupancy in -- at August 2. What is that year-over-year? And how do you expect that year-over-year delta to trend in the back half of the year?

Yes, Christy, that was about a 200-basis-point spread over the same-store peak last year in that last week of July, beginning of August. Clearly, then, as we get into the back half of this year, that number begins to shrink a bit. And obviously next year, while we still have revenue growth coming from our occupancy, it becomes a much lesser impact on the overall growth rate and the effective rents become even more greater.

And our next question comes from Todd Thomas of KeyBanc.

Just a couple of follow-ups on the development. I was just wondering if you can talk about your -- what do you expect the stabilized yields are for these projects and what the time frame to get to stabilization looks like in your underwriting.

Sure, Todd. On the joint venture developments, we're targeting stabilized yields that are 275 to 300 basis points north of the acquisition yield in those underlying submarkets. For the deals that we are buying at certificate of occupancy, those targeted yields are a little bit lower given that we're taking less risk. And from a stabilization perspective, we're still underwriting to a 3-year lease-up on these properties. We'll continue to adjust that as we see the Tremont in the Bronx that we recently opened that's sitting at 38% occupied today; and our store here in Malvern, although a very small store, went from empty in January to about 87% occupied today. So we're not quite yet ready to adjust the underwriting, but we feel good about the parameters I described.

Okay. If these projects do begin to show that they're leasing up at a faster-than-expected time frame, I mean, is there a desire to build on the pipeline and have more than $75 million of openings per year? I mean, would that be sort of the view? Or, I mean, are you willing to take on more risk?

Yes. I think, again, it comes down to risk-adjusted returns and performance of this -- of these more recently added stores. So I think it's a value-add opportunity. I think it's absolutely is a growth engine for us as we go forward. And in the boroughs in New York, metro D.C., certain other markets, particularly in the boroughs, where the quality of assets that eventually could be available for acquisition, many don't meet our criteria. So this is an excellent way for us to continue to add in a market that we obviously really like. So I think the answer to that question is it depends. Certainly, if it's a successful program on all fronts, we would look at this type of program to be something that's a growth engine for us over the continuum.

Okay. And then it sounds like these are sort of separate or individual partners that you're working with. So if we look at the development JVs, the 2 Queens deals, the deal in Brooklyn, I mean, are any of these -- are you working with any of the same partners on any of these transactions? Or are there 4 separate partners on these deals?

There are 3 separate partners on the 4 deals.

Okay. And then just one last question. In terms of operations and sort of heading into the back half of the year here, can you just talk a little bit about the pricing strategy? It sounds like some others are talking more and more about smoothing out some of the seasonality in the business and -- in terms of trying to keep occupancy flatter during the off-peak season. Should we expect to see that from Cube given your comments that you're still seeing pretty nice occupancy gains but increasing asking rents, it sounds like, high single-digit rates?

Yes, as we get into the balance of August here through the end of the year, focus is going to be on maximizing revenue, obviously, but keeping as much of that physical occupancy as we can. And I think the lever that -- both levers will be tweaked, asking rents as well as the levels of discounting. Certainly, as you get into the slower rental months, you will open up the discounting to be able to attract more than your share of the rental activity that's out there.

And our next question comes from Gwen Clark of ISI.

Our next question comes from Jana Galan of Bank of America Merrill Lynch.

Chris, I know you talked about the supply environment as fairly limited right now. But maybe if you can just let us know what you're seeing in terms of new supply in some of your major markets.

Sure. When you look out at the major markets, you're still seeing very, very minimal amounts of activity. I think if you had to pick 2 areas that are seeing a little bit more than minimal, you would look in the major Texas markets and in the boroughs of New York City. So there -- and Chicago. So there's definitely talk in those. Again, to put it in perspective, we've seen 7 properties open in the top 5 MSAs this year and about another 20 that are currently under construction. So there is some activity out there, but it is, by all measures, very, very minimal and we just don't see it having an impact on our portfolio through the end of next year. And again, I think this comes back to the challenges that are out there in terms of getting financing. I think when you look at all of the newer rules and regulations and capital requirements for financial institutions, the incentives to lend on speculative development is not there. And for other than just very highly capitalized developers, it's a real big challenge to get anything done, which is obviously great for those of us in the industry.

And in those kind of more major markets, New York and Texas and Chicago, what are your partners saying in terms of the permitting environment? I mean, are municipalities being a little bit more generous? Or is it still acting as also a limiter in addition to capital?

Yes, in the major markets, it still acts as a limiter. There's just -- for the reasons that we've discussed for a while, the small number of jobs that we create, the fact that we're not creating sales tax, et cetera, just have the tendency to make storage a little more difficult to get accomplished. And again, that's to the benefit of the existing owner, certainly.

[Operator Instructions] And our next question comes from Paul Adornato of BMO Capital Markets.

Just to follow up on the development again. So just trying to understand, if your JV partners -- if you do not enter into an agreement with your partners, would those projects get built? Like, are there many multiple sources of financing even perhaps among your competitors?

Yes, possibly. Again, I think we've taken our time, spent a good amount of effort in identifying folks who have a very like-minded philosophy to CubeSmart. And so, when deals are presented, we have a pretty good meeting of the minds and an understanding of what we're both looking for. So I would expect that the majority of the deals that are presented will make sense for us and ultimately will be CubeSmart deals. In the event that it doesn't work for us for whatever reason, our partners do have the opportunity to seek a deal elsewhere, although, again, that comes with some challenges because if I were in the other party's shoes, the first question I would ask is why did your partner, CubeSmart, not want to do it.

Got it. And has the development landscape changed the third-party management business at all? That is, the ability for you guys to source -- or the ability of owners to put properties into a third-party management business?

Yes, a bit. One of the things that we're seeing is a pretty good pipeline of third-party-managed opportunities for us, where the developer, even before they've attempted to get the financing, has come to Cube and asked if we would be their manager and help them through the process. So I think it's additive on both fronts.

And our next question comes from Todd Stender of Wells Fargo.

The interest rate you got on the $100 million loan for HHs done at 3.59%. I have to assume that Cube's wide range of debt options, your investment-grade balance sheet led to that rate and term. It really adds to the value that you guys bring to a JV partner. How does that value show up in the economics of the JV, just for you guys, if it does at all?

Yes, so that loan, Todd, was completely -- it is completely nonrecourse to Cube. So that loan was negotiated solely on utilizing the assets in the venture as collateral. We have a very high-quality partner along with us in that venture, so I wouldn't give all the credit for the terms of that debt to ourselves. It was a combination effort between ourselves and our partner. And it is a very attractive piece of paper. I would tell you that the leverage on that loan is pretty low. The objective of the venture was to have modest leverage. And so the level of leverage certainly was helpful to achieve a very low fixed rate over a 7-year term.

What is that LTV, Tim?

It's in the -- depending on one's you value, it's in the 30% to 40% range.

And you're also in good shape as far debt maturities coming up. Really, only near-term stuff is -- are mortgages coming due next year. At what point can they be paid off, just looking at prepayment penalty options? And do you have any plan there?

Yes, our next-day opportunity from a secured debt standpoint is the final remaining CMBS loan that has a stated maturity of December of 2015. That has a 90-day period in which you can prepay without penalty. So that's our next sizable opportunity. All of our bank term loan debt has the ability to be prepaid without any penalty. We do have all of those term loans hedged and swapped to fixed rates. So you'll have some costs associated with breaking the interest rate swaps. But on the secured debt side, most of our loans have anywhere from a 30- to 90-day window in advance of their maturity that we can repay without penalty. Any loans that we have been able to repay, we certainly already have done that and will continue to do so.

[Operator Instructions] And our next question comes from Ross Nussbaum of UBS securities.

I'm wondering if you've been tracking, I guess, maybe what I would call quality of your Internet capabilities. And I guess what I mean by that is if I go in and click on a property by me and say, I want to rent a 10x10, and I give you my name and my email and my phone number, do you track how quickly does a manager call me back? Do you track your response rates, the time it takes for your people to get in touch with potential customers and how that's been trending?

We do. So the -- when you do that, the reservation ends up on the screen at the store. And then our store teammates are incentivized to reach out to you, make that personal connection, schedule your visit and ultimately close the reservation to a rental. Now the times on that, again depending upon what's going on in the store and the general parameters are to get back to you, that day and ideally within a few hours. We continue to use that as a point of focus, both in incentive compensation, as well as in performance reviews, et cetera, because, obviously, that conversion of that reservation to a rental is primary, important to us.

So it -- so give essentially what that average is. I'm just curious. Is it a hour? Or is it 0.5 day?

Yes, the average across the country at this point would be somewhere between 3 and 5 hours.

Got you. And do you have a sense of what percentage -- is anybody getting closed on the phone versus have them -- versus giving the -- they have to come into the store, right?

At that point, almost everyone chooses to come into the store. Again, you've got folks who are using the product for the first time do sometimes have challenges understanding the amount of space that they need in trying to translate a 5x5 or a 10x10 into what that exactly means relative to their possessions.

Got it. And the closing rates, can you give us a sense of what have the closing rates been off the Internet reservations, say, this quarter versus 1 year ago?

Yes, for obvious reasons, we don't get into what the exact closing rates are. I will say, just on a relative basis from 1 year ago, we're closing about 5% to 6% more reservations to rentals than where we were at this point last year.

[Operator Instructions] And as there are no more questions, this appears to end our question-and-answer session. I would now like to turn the conference back over to Chris Marr for any closing remarks.

Okay, thank you. Thank you all for being on the call. I'm sure you can tell from our tone we are extraordinarily excited about the opportunities that we have here at CubeSmart. Obviously, from an internal growth perspective, a fabulous rental season. We are very bullish on the balance of the year. As we look out to next year, the limited amount of supply in our target markets, the high quality of our portfolio, the high quality of our balance sheet we believe has us well positioned for continued outsized growth when we look even further out. And the beginnings here of a value-added pipeline, we think, will also contribute to long-term growth for our shareholders not only in cash flow but in NAV accretion as well. So we are as extraordinarily excited. We're thankful for your support, and we look forward to speaking with you again at the end of the third quarter. Thanks, and have a great day.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect your lines.