UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
x | ||
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended | ||
December 31, | ||
| ||
OR | ||
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to |
Commission file number001-32324
U-STORE-IT TRUST
(Exact Name of Registrant as Specified in Its Charter)
Maryland | ||
20-1024732 | ||
(State or Other Jurisdiction of | (IRS Employer | |
Incorporation or Organization) | Identification No.) | |
| ||
Suite | ||
Cleveland, Ohio | 44113 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code(440) 234-0700 (216) 274-1340
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Name of each exchange on which registered | |
Common Shares, $0.01 par value per share | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES þx NO o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES o NO þx
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. YES þx NO o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of thisForm 10-K or any amendment to thisForm 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a non-accelerated filer.smaller reporting company. See definitiondefinitions of “large accelerated filer,” “accelerated filer,” and large accelerated filer”“smaller reporting company” inRule 12b-2 of the Exchange Act.
Large Accelerated Filer ox Accelerated Filer þo Non-Accelerated Filer o
Indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act). YES o NO þx
As of June 30, 2005,2007, the last business day of the registrant’s most recently completed second quarter, the aggregate market value of common shares held by non-affiliates of the registrant was $548,074,482.
As of February 15, 2006,27, 2008, the number of common shares of the registrant outstanding was 57,010,162.
Documents incorporated by reference: Portions of the Proxy Statement for the 20062008 Annual Meeting of Shareholders of the Registrant to be filed subsequently with the SEC are incorporated by reference into Part III of this report.
1
2
This Annual Report onForm 10-K, together with other statements and information publicly disseminated by U-Store-It Trust (“we,” “us,” “our” or the “Company”), contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such statements are based on assumptions and expectations that may not be realized and are inherently subject to risks, uncertainties and other factors, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Although we believe the expectations reflected in these forward-looking statements are based on reasonable assumptions, future events and actual results, performance, transactions or achievements, financial and otherwise, may differ materially from the results, performance, transactions or achievements expressed or implied by the forward-looking statements. Risks, uncertainties and other factors that might cause such differences, some of which could be material, include, but are not limited to:
· national and local economic, business, real estate and other market conditions;
· the competitive environment in which we operate;
· the execution of our business plan;
· financing risks including the risk of over-leverage and the corresponding risk of default on our mortgage and other debt;
· increases in interest rates and operating costs;
· our ability to maintain our status as a real estate investment trust (“REIT”) for federal income tax purposes;
· acquisition and development risks;
· changes in real estate and zoning laws or regulations;
· risks related to natural disasters;
· potential environmental and other liabilities;
· other factors affecting the real estate industry generally or the self-storage industry in particular; and
· other risks identified in Item 1A of this Annual Report on Form 10-K and, from time to time, in other reports we file with the Securities and Exchange Commission (the “SEC”) or in other documents that we publicly disseminate.
We undertake no obligation to publicly update or revise these forward-looking statements, whether as a result of new information, future events or otherwise except as may be required in securities laws.
Overview
We are a self-administered and self-managed real estate company focused primarily on the ownership, operation, acquisition and development of self-storage facilities in the United States.
As of December 31, 2005,2007, we owned 339409 self-storage facilities located in 26 states and aggregating approximately 20.826.1 million rentable square feet. As of December 31, 2005, we managed 13 additional facilities owned by Rising Tide Development, LLC (“Rising Tide Development”), a company owned and controlled by Robert J. Amsdell,2007, our Chairman and Chief Executive Officer, and Barry L. Amsdell, one of our trustees. We also have the right to manage two additional facilities that may be acquired by Rising Tide Development from unaffiliated third parties. As of December 31, 2005, our 339409 facilities were approximately 81.2%79.5% leased to a total of approximately 144,000180,000 tenants and no single customertenant accounted for more than 1% of our annual rent.
2
3
We were formed in July 2004 to succeed the self-storage operations owned directly and indirectly by Robert J. Amsdell, Barry L. Amsdell, Todd C. Amsdell, our Chief Operating Officer, and their affiliated entities and related family trusts (which entities and family trusts are referred to herein as the “Amsdell Entities”). We are organized as a REIT under Maryland law, and we believe that we qualify for taxation as a REIT for federal income tax purposes beginning with our short taxable year ended December 31, 2004. From our inception until October 2004, we did not have any operations. We commenced operations as a publicly-traded REIT in October 2004 after completing the mergers of certain Amsdell Entities with and into us, our initial public offering (“IPO”), and the consummation of various other formation transactions that occurred concurrently with, or shortly after, completion of our IPO.
We conduct all of our business through our operating partnership, U-Store-It, L.P., our “operating partnership,” of which we serve as general partner, and its subsidiaries. As of December 31, 2005,2007, we held approximately 92%91.9% of the aggregate partnership interests in our operating partnership. Since its formation in 1996, our operating partnership has been engaged in virtually all aspects of the self-storage business, including the development, acquisition, ownership and operation of self-storage facilities.
Acquisition and Disposition Activity
As of December 31, 2007 and 2006, we owned 409 and 399 facilities, respectively, that contained an aggregate of 26.1 million and 25.4 million rentable square feet with occupancy rates of 79.5% and 78.2%, respectively. As of December 31, 2007 we had facilities in 26 states: Alabama, Arizona, California, Colorado, Connecticut, Florida, Georgia, Illinois, Indiana, Louisiana, Maryland, Massachusetts, Michigan, Mississippi, Nevada, New Jersey, New Mexico, New York, North Carolina, Ohio, Pennsylvania, Tennessee, Texas, Utah, Virginia and Wisconsin. A complete listing of, and certain information about, our facilities is included in Item 2 of this Annual Report on Form 10-K. The following acquisitions occurred during the years ended December 31, 2007 and 2006:
4
|
|
|
| Total Number of |
| Purchase / Sale Price (in |
| |
Facility/Portfolio |
| Transaction Date |
| Facilities |
| thousands) |
| |
|
|
|
|
|
|
|
| |
2007 Acquisitions |
|
|
|
|
|
|
| |
Sanford Portfolio |
| January 2007 |
| 1 |
| $ | 6,300 |
|
Grand Central Portfolio |
| January 2007 |
| 2 |
| 13,200 |
| |
Rising Tide Portfolio |
| September 2007 |
| 14 |
| 121,000 |
| |
|
|
|
| 17 |
| $ | 140,500 |
|
|
|
|
|
|
|
|
| |
2007 Dispositions |
|
|
|
|
|
|
| |
South Carolina Assets |
| May 2007 |
| 3 |
| $ | 12,750 |
|
Arizona Assets |
| December 2007 |
| 2 |
| 6,440 |
| |
|
|
|
| 5 |
| $ | 19,190 |
|
|
|
|
|
|
|
|
| |
2006 Acquisitions |
|
|
|
|
|
|
| |
Nashville, TN Portfolio |
| January 2006 |
| 2 |
| $ | 13,100 |
|
Dallas, TX Portfolio |
| January 2006 |
| 2 |
| 11,500 |
| |
U-Stor Self Storage Portfolio |
| February 2006 |
| 3 |
| 10,800 |
| |
Sure Save Portfolio |
| February 2006 |
| 24 |
| 164,500 |
| |
Texas Storage Portfolio |
| March 2006 |
| 4 |
| 22,500 |
| |
Nickey Portfolio |
| April 2006 |
| 4 |
| 13,600 |
| |
SecurCare Portfolio |
| May 2006 |
| 4 |
| 35,700 |
| |
Texas Storage Portfolio |
| June 2006 |
| 1 |
| 6,500 |
| |
Jernigan Portfolio |
| July 2006 |
| 9 |
| 45,300 |
| |
U-Stor Self Storage Portfolio |
| August 2006 |
| 1 |
| 3,500 |
| |
Bailes Portfolio |
| August 2006 |
| 3 |
| 15,600 |
| |
In & Out Self Storage Portfolio |
| August 2006 |
| 1 |
| 7,600 |
| |
Texas Storage Portfolio |
| September 2006 |
| 2 |
| 12,200 |
| |
|
|
|
| 60 |
| $ | 362,400 |
|
The following table summarizes the change in number of self-storage facilities from January 1, 2006 through December 31, 2007:
|
| 2007 |
| 2006 |
|
Balance - Beginning of year |
| 399 |
| 339 |
|
Facilities acquired |
| 17 |
| 60 |
|
Facilities consolidated |
| (2 | ) | — |
|
Facilities sold |
| (5 | ) | — |
|
Balance - End of year |
| 409 |
| 399 |
|
Financing Activities
We entered into the following significant financings during the years ended December 31, 2007, 2006 and 2005:
·Lehman Brothers Fixed Rate Mortgage Loan. In July 2005, Transactionsone of our subsidiaries entered into a fixed rate mortgage loan agreement with Lehman Brothers Bank, FSB in the principal amount of $80.0 million. The mortgage loan, which is secured by 24 of our self-storage facilities, bears interest at 5.13% and matures in August 2012.
5
·LaSalle Bank Fixed Rate Mortgage Loan. In August 2005, one of our subsidiaries entered into a fixed rate mortgage loan agreement with LaSalle Bank National Association in the principal amount of $80.0 million. The mortgage loan, which is secured by 29 of our self-storage facilities, bears interest at 4.96% and matures in September 2012.
·AEGON USA Fixed Rate Mortgage Loan. In November 2005, one of our subsidiaries entered into a fixed rate mortgage loan with Transamerica Financial Life Insurance Company, a subsidiary of AEGON USA Realty Advisors, Inc., in the principal amount of $72.5 million. The mortgage loan, which is secured by 36 of our self-storage facilities, bears interest at 5.97% and matures in November 2015. We assumed the obligation to enter into this loan in connection with the National Self Storage acquisition.
·Repayment of Balance under Revolving CreditFacility. We used a portion of the proceeds from our October 2005 public offering to pay down the outstanding balance under our then existing $150.0 million secured revolving credit facility. The facility was scheduled to terminate on October 27, 2007, with the option for us to extend the termination date to October 27, 2008. As described below, we replaced our secured revolving credit facility with a $250.0 million unsecured revolving credit facility in February 2006. Borrowings under the facility bore interest at a variable rate based upon the prime rate or LIBOR and in each case, a spread depending on our leverage ratio. The credit facility was secured by certain of our self-storage facilities and required that we maintain a minimum “borrowing base” of properties. As of December 31, 2005, we had no outstanding balance under our revolving credit facility.
·Term Loan Agreement. In February 2006, we and our operating partnership entered into a 60-day, unsecured $30 million term loan agreement with Wachovia Bank, National Association as the lender. The term loan bore interest at a variable rate of LIBOR plus 175 basis points. The loan proceeds were used to finance a portion of the Sure Save Portfolio. The loan was paid in full from proceeds obtained upon entering into a new revolving credit facility in February 2006.
·Revolving Credit Facility. In February 2006, we and our operating partnership entered into a three-year $250.0 million unsecured revolving credit facility with Wachovia Bank, National Association, replacing our $150.0 million secured revolving facility. The revolving credit facility was scheduled to terminate in February 2009, but we replaced it with a new revolving credit facility in November 2006 as described below. The terms of the revolving credit facility allowed us to increase the amount that may be borrowed up to $350.0 million at a later date, if necessary. The facility required that we satisfy certain financial coverage ratios and operating covenants, including a maximum leverage ratio and a minimum interest coverage ratio. Borrowings under the facility bore interest, at the Company’s option, at either an alternate base rate or a Eurodollar rate, in each case plus an applicable margin. The alternative base interest rate was a fluctuating rate equal to the higher of the prime rate or the sum of the federal funds effective rate plus 50 basis points. The applicable margin for the alternative base rate varied from 0.15% to 0.60% depending on the Company’s leverage ratio. The Eurodollar rate was a periodic fixed rate equal to LIBOR. The applicable margin for the Eurodollar rate varied from 1.15% to 1.60% based on the Company’s leverage ratio.
·Term Loan Agreement. In November 2006, we and our operating partnership entered into a 30-day, unsecured $50 million term loan agreement with Wachovia Bank, National Association as the lender. The term loan bears interest at a variable rate of LIBOR plus 115 basis points. The loan proceeds, along with borrowings under our revolving credit facility, were used to finance the repayment of maturing secured loans. The loan was paid in full from proceeds obtained upon entering into a new revolving credit facility in November 2006.
·Revolving Credit Facility. In November 2006, we and our operating partnership entered into a new three-year $450.0 million unsecured credit facility with Wachovia Capital Markets, LLC and Keybanc Capital Markets, replacing our existing $250.0 million unsecured revolving facility. The facility consists of a $200 million term loan and a $250 million revolving credit facility. The new facility has a three-year term with a one-year extension option and scheduled termination in November 2009. Borrowings under the credit facility bear interest, at our option, at either an alternative base rate or a Eurodollar rate, in each case, plus an applicable margin based on our leverage ratio or our credit rating. The alternative base interest rate is a fluctuating rate equal to the higher of the prime rate or the sum of the federal funds effective rate plus 50 basis points. The applicable margin for the alternative base rate will vary from 0.00% to 0.50% depending on our leverage ratio prior to achieving an investment grade rating, and will vary from 0.00% to 0.25% depending on our credit rating after achieving an investment grade rating. The Eurodollar rate is a rate of interest that is fixed for interest periods of one, two, three or six months based on the LIBOR rate determined two business days prior to the commencement of the applicable interest period. The applicable margin for the Eurodollar rate will vary from 1.00% to 1.50% depending on our leverage ratio prior to achieving an investment grade rating, and will vary from
6
0.425% to 1.00% depending on our credit rating after achieving an investment grade rating. At December 31, 2007, borrowings under the unsecured credit facility had a weighted average interest rate of 6.06%.
·Secured Term Loan. In September 2007, we and our Operating Partnership entered into a secured term loan agreement that allows for term loans in the aggregate principal amount of up to $50 million. Each term loan matures on November 20, 2009, subject to extension in the sole discretion of the lenders. Each term loan bears interest at either an alternative base rate or a Eurodollar rate, at our option, in each case plus an applicable margin at terms identical to the unsecured revolving credit facility. As of December 31, 2007, there was one term loan outstanding for $47.4 million. The outstanding term loan is secured by a pledge by our Operating Partnership of all equity interests in YSI RT LLC, the wholly-owned subsidiary of the Operating Partnership that acquired eight self-storage facilities in September 2007. At December 31, 2007, the outstanding term loan had an interest rate of 6.18%.
Capital Markets Activity
In October 2005, we completed a secondaryfollow-on public offering, pursuant to which we sold an aggregate of 19,665,000 common shares (including 2,565,000 shares pursuant to the exercise of the underwriters’ option) at an offering price of $20.35 per share, for gross proceeds of $400.2 million. The offering resulted in net proceeds to the Company, after deducting underwriting discount and commissions and expenses of the offering, of approximately $378.7 million.
3
4
5
6
Our business strategy consists of several elements:
7
·Maximize cash flow from our facilities — Our operating strategy focuses on achieving the highest sustainable rent levels at each of our facilities while at the same time meeting and sustaining occupancy targets. We utilize our operating systems and experienced personnel to manage the balance between rental rates, discounts, and physical occupancy with an objective of maximizing our rental revenue.
·Acquire facilities within our targeted markets — We will continue to selectively acquire facilities in markets that we believe have high barriers to entry, strong demographic fundamentals and existing supply at or below the demand in the market. We believe the self-storage industry will continue to provide us with opportunities for growth through acquisitions due to the highly fragmented composition of the industry. We intend to acquire facilities primarily in areas that we consider to be growth markets, such as Arizona, California, Florida and the Northeastern United States.
·Utilize our expertise in selective newdevelopments — We seek to use our development expertise and access to multiple financing sources to pursue new developments in areas where we have facilities and perceive there to be unmet demand. We expect to pursue our development primarily in conjunction with joint venture partners.
Investment and Market Selection Process
We focus on targeted investmentsmaintain a disciplined and focused process in the acquisition and development of self-storage facilities. Our investment committee, which consists of certain of our executive officers and is led by Steven G. Osgood,Dean Jernigan, our President and Chief FinancialExecutive Officer, oversees our investment process. Our investment process involves five stages — identification, initial due diligence, economic assessment, investment committee approval (and when required, boardBoard approval) and final due diligence, and documentation. Through our investment committee, we intend to focus on the following criteria:
8
·Targeted markets — Our targeted markets include areas where we currently maintain management that can be extended to additional facilities, or where we believe that we can acquire a significant number of facilities efficiently and within a short period of time. We evaluate both the broader market and the immediate area, typically five miles around the facility, for their ability to support above-average demographic growth. We will seek to grow our presence primarily in areas that we consider to be growth markets, such as Arizona, California, Florida and the Northeastern United States and to enter new markets should suitable opportunities arise.
·Quality of facility — We focus on self-storage facilities that have good visibility and are located near retail centers, which typically provide high traffic corridors and are generally located near residential communities and commercial customers.
7
·Growth potential — We target acquisitions that offer growth potential through increased operating efficiency and, in some cases, through additional leasing efforts, renovations or expansions. In addition to acquiring single facilities, we seek to invest in portfolio acquisitions, searching for situations where there is significant potential for increased operating efficiency and an ability to spread our fixed costs across a large base of facilities.
From the completion of our IPO through December 31, 2005,2007, we acquired 192269 facilities totaling approximately 10.916.9 million rentable square feet for consideration of approximately $769.7 million.$1.3 billion. We believe that the self-storage industry will continue to provide us with opportunities for future growth through consolidation due to the highly-fragmented composition of the industry, the lack of sophistication among many operators, the economies of scale available to a real estate company with a significant number of self-storage facilities, and the difficulties smaller operators face in obtaining capital. We intend to take advantage of these opportunities by utilizing our experience in identifying, evaluating and acquiring self-storage facilities. The experience of our management team and our active history of acquiring self-storage facilities give us an advantage in identifying attractive potential acquisitions, as we are well-known within the self-storage brokerage community and are often approached directly by principals interested in selling their facilities. Furthermore, we believe that our ability to offer our operating partnership units as a form of acquisition consideration has helped us, and will continue to help us, pursue acquisitions from tax-sensitive private sellers through tax-deferred transactions.
Operating Segment
We have one reportable operating segment: we own, operate, develop, and acquire self-storage facilities.
Concentration
Our self-storage facilities are located in major metropolitan areas as well as rural areas and have numerous tenants per facility. All our operations are within the United States and noNo single tenant represents 1% or more of our revenues. The facilities in Florida, California, IllinoisTexas and New JerseyIllinois provided approximately 24%19%, 11%15%, 10%8% and 8%, respectively,7% of total revenues, respectively, for the year ended December 31, 2005 (See Note 2 to2007. Florida, California, Illinois and New Jersey provided total revenues of approximately 19%, 16%, 7% and 6%, respectively, for the Consolidated and Combined Financial Statements.)
Seasonality
We experience minor seasonal fluctuations in the occupancy levels of our facilities, which are generally slightly higher during the summer months due to increased moving activity.
Financing Strategy
Although our organizational documents contain no limitation on the amount of debt we may incur, we maintain what we consider to be a conservative capital structure, characterized by the use of leverage in a manner that we believe is reasonable and prudent and that will enable us to have ample cash flow to cover debt service.service and make distributions to our shareholders. As of December 31, 2005,2007, our debt to total capitalization ratio, determined by dividing the carrying value of our total indebtedness by the sum of (a) the market value of our outstanding common shares and operating partnership units and (b) the carrying value of our total indebtedness, was approximately 34%64.1%. We expect to finance additional investments in self-storage facilities through the most attractive available source of capital at the time of the transaction, in a manner consistent with maintaining a strong financial position and future financial flexibility. These capital sources may include borrowings under our revolving credit facility, selling common or preferred shares or debt securities through public offerings or private placements, incurring additional secured indebtedness, issuing units in our operating partnership in exchange for contributed property, issuing preferred units in our operating partnership to institutional partners and forming joint ventures. We also may consider selling less productive self-storage facilities from time to time in order to reallocate proceeds from these sales into more productive facilities.
Competition
The continued development of new self-storage facilities has intensified the competition among self-storage operators in many market areas in which we operate. Self-storage facilities compete based on a number of factors, including location, rental rates, security, suitability of the facility’s design to prospective customers’ needs and the manner in which the facility is operated and marketed. In particular, the number of competing self-storage facilities in a particular market could have a material effect on our occupancy levels, rental rates and on the overall operating performance of our facilities. We believe that the primary competition for potential customers of any of our self-storage facilities comes from other self-storage facilities within athree-mile radius of that facility. We believe we have positioned our facilities within their respective markets as high-quality operators that emphasize customer convenience, security and professionalism.
9
8
than we determine is prudent, including risks with respect to the geographic proximity of facility investments and the payment of higher facility acquisition prices. This competition may generally reduce the number of suitable acquisition opportunities available to us, increase the price required to be able to consummate the acquisition of particular facilities and reduce the demand for self-storage space in certain areas where our facilities are located. Nevertheless, we believe that our experience in operating, acquiring, developing and obtaining financing for self-storage facilities particularly our customer-oriented approach toward managing our facilities, should enable us to compete effectively.
Government Regulation
We are subject to federal, state and local environmental regulations that apply generally to the ownership of real property and the operation of self-storage facilities.
Under various federal, state and local laws, ordinances and regulations, an owner or operator of real property may become liable for the costs of removal or remediation of hazardous substances released on or in its property. These laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release of such hazardous substances. The presence of hazardous substances, or the failure to properly remediate such substances, when released, may adversely affect the property owner’s ability to sell the real estate or to borrow using real estate as collateral, and may cause the property owner to incur substantial remediation costs. In addition to claims for cleanup costs, the presence of hazardous substances on a property could result in a claim by a private party for personal injury or a claim by an adjacent property owner or user for property damage. We may also become liable for the costs of removal or remediation of hazardous substances stored at the facilities by a customer even though storage of hazardous substances would be without our knowledge or approval and in violation of the customer’s storage lease agreement with us.
Our practice is to conduct or obtain environmental assessments in connection with the acquisition or development of additional facilities. Whenever the environmental assessment for one of our facilities indicates that a facility is impacted by soil or groundwater contamination from prior owners/operators or other sources, we will work with our environmental consultants and where appropriate, state governmental agencies, to ensure that the facility is either cleaned up, that no cleanup is necessary because the low level of contamination poses no significant risk to public health or the environment, or that the responsibility for cleanup rests with a third party.
We are not aware of any environmental cleanup liability that we believe will have a material adverse effect on us. We cannot assure you, however, that these environmental assessments and investigations have revealed or will reveal all potential environmental liabilities, that no prior owner created any material environmental condition not known to us or the independent consultant or that future events or changes in environmental laws will not result in the imposition of environmental liability on us.
We have not received notice from any governmental authority of any material noncompliance, claim or liability in connection with any of our facilities, nor have we been notified of a claim for personal injury or property damage by a private party in connection with any of our facilities in connection withrelating to environmental conditions.
We are not aware of any environmental condition with respect to any of our facilities that could reasonably be expected to have a material adverse effect on our financial condition or results of operations, and we do not expect that the cost of compliance with environmental regulations will have a material adverse effect on our financial condition or results of operations. We cannot assure you, however, that this will continue to be the case.
10
We believe that each of our facilities is covered by adequate fire, flood and property insurance provided by reputable companies and with commercially reasonable deductibles and limits. We maintaincarry comprehensive liability, all-risk propertyfire, extended coverage and rental loss insurance coverage with respect tocovering all of the facilities within our portfolio. We believe the policy specifications and insured limits are appropriate and deductibles customarily carriedadequate given the relative risk of loss, the cost of the coverage and industry practice. We do not carry insurance for losses such as loss from riots, war or acts of God, and, in our industry. We believe that allsome cases, flooding, because such coverage is not available or is not available at commercially reasonable rates. Some of our current title insurance policies, adequately insure fee titlesuch as those covering losses due to the facilities.terrorist activities, hurricanes, floods and earthquakes, are insured subject to limitations involving large deductibles or co-payments and policy limits that may not be sufficient to cover losses.
9
Offices
Our principal executive office is located at 6745 Engle Road,50 Public Square, Suite 300,2800, Cleveland, Ohio 44130.OH 44113. Our telephone number is(440) 234-0700. (216) 274-1340. We believe that our current facilities are adequate for our present and future operations.
Employees
As of December 31, 2005,2007, we employed approximately 865989 employees, of whom approximately 130112 were corporate executive and administrative personnel and approximately 735877 were management and administrativeproperty level personnel. We believe that our relations with our employees are good. None of our employees are unionized.
Available Information
We file our annual report onForm 10-K, quarterly reports onForm 10-Q, current reports onForm 8-K, and all amendments to those reports towith the Securities and Exchange Commission (the “SEC”). You may obtain copies of these documents by visiting the SEC’s Public Reference Room at 450 Fifth100 F Street, N.W.N.E., Washington, D.C. 20549, by calling the SEC at1-800-SEC-0330 or by accessing the SEC’s website at http://www.sec.gov. Our internet website address iswww.u-store-it.com. www.ustoreit.com. You also can obtain on our website, free of charge, a copy of our annual report onForm 10-K, our quarterly reports onForm 10-Q, our current reports onForm 8-K, and any amendments to those reports, as soon as reasonably practicable after we electronically file such reports or amendments with, or furnish them to, the SEC as well.SEC. Our internet website and the information contained therein or connected thereto are not intended to be incorporated by reference into this Annual Report onForm 10-K.
Also available on our website, free of charge, are copies of our Code of Business Conduct and Ethics, our Code of Ethics for Principal Executive Officer and Senior Financial Officers, our Corporate Governance Guidelines, and the charters for each of the committees of our boardBoard of trusteesTrustees — the Audit Committee, the Corporate Governance and Nominating Committee, and the Compensation Committee. Copies of our Codeeach of Business Conduct and Ethics, our Code of Ethics for Principal Executive Officer and Senior Financial Officers, our Corporate Governance Guidelines, and our committee chartersthese documents are also available in print free of charge, upon request by any shareholder. You can obtain such copies in printof these documents by contacting Investor Relations by mail at our corporate office.
ITEM 1A. RISK FACTORS
Investors should carefully consider, among other factors, the risks set forth below. We have separated the risks into three groups:
11
Our performance and the value of our self-storage facilities are subject to risks associated with our properties and with the real estate industry.
Our rental revenues are significantly influenced byand operating costs and the economies and other conditions of the markets in which we operate, particularly in Florida, California, Ohio, Illinois and Texas where we have high concentrations of self-storage facilities.
·downturns in these particular areas. Any adversethe national, regional and local economic climate;
·local or real estate developments in these markets,regional oversupply, increased competition or in any of the other markets in which we operate, or any decreasereduction in demand for self-storage space resultingspace;
·vacancies, changes in market rents for self-storage space;
·inability to collect rent from customers;
·increased operating costs, including maintenance, insurance premiums and real estate taxes;
·changes in interest rates and availability of financing;
10
·hurricanes, earthquakes and other natural disasters, civil disturbances, terrorist acts or acts of war that may result in uninsured or underinsured losses;
·significant expenditures associated with acquisitions and development projects, such as debt service payments, real estate taxes, insurance and maintenance costs which are generally not reduced when circumstances cause a reduction in revenues from a property;
·costs of complying with changes in laws and governmental regulations, including those governing usage, zoning, the local business climateenvironment and taxes; and
·the relative illiquidity of real estate investments.
In addition, prolonged periods of economic slowdown or recession, rising interest rates or declining demand for self-storage, or the public perception that any of these events may occur, could adversely affect ourresult in a general decline in rental revenues, which could impair our ability to satisfy our debt service obligations and payto make distributions to our shareholders.
Because we are primarily focused on the ownership, operation, acquisition and development of self-storage facilities, our rentalRental revenues are significantlyinfluenced by demand for self-storage space generally, and a decrease in such demandwould likely have a greater adverse effect on our rental revenues than if we owned a more diversified real estate portfolio.
Because our portfolio of facilities consists primarily of self-storage facilities, we are subject to risks inherent in investments in a single industry. A decrease in the demand for self-storage space would likely have a greater adverse effect on our rental revenues than if we owned a more diversified real estate portfolio. Demand for self-storage space has been and could be adversely affected by weakness in the national, regional and local economies, changes in supply of, or demand for, similar or competing self-storage facilities in an area and the excess amount of self-storage space in a particular market. To the extent that any of these conditions occur, they are likely to affect market rents for self-storage space, which could cause a decrease in our rental revenue. Any such decrease could impair our ability to satisfy debt service obligations and make distributions to our shareholders.
We face risks associated with actions taken by our competitors.
Actions by our competitors may decrease or prevent increases of the occupancy and rental rates of our properties. We compete with other owners and operators of self-storage, some of which own properties similar to ours in the same submarkets in which our properties are located. If our competitors offer space at rental rates below current market rates or below the rental rates we currently charge our tenants, we may lose potential tenants, and we may be pressured to reduce our rental rates below those we currently charge in order to retain tenants when our tenants’ leases expire. As a result, our financial condition, cash flow, cash available for distribution, market price of our stock and ability to satisfy our debt service obligations could be materially adversely affected.
We face risks related to balloon payments.
Approximately 50% (or approximately $573.5 million) of our mortgage and revolving indebtedness is due on or before December 31, 2009. Certain of our mortgages will have significant outstanding balances on their maturity dates, commonly known as “balloon payments.” There can be no assurance that we will be able to refinance the debt on favorable terms or at all. To the extent we cannot refinance debt on favorable terms or at all, we may be forced to dispose of properties on disadvantageous terms or pay higher interest rates, either of which would have an adverse impact on our financial performance and ability to pay dividends to investors.
Rising operating expenses could reduce our cash flow and funds available for futuredistributions.
Our facilities and any other facilities we acquire or develop in the future are and will be subject to operating risks common to real estate in general, any or all of which may negatively affect us. Our facilities are subject to increases in operating expenses such as real estate and other taxes, utilities, insurance, administrative expenses and costs for repairs and maintenance. If operating expenses increase without a corresponding increase in revenues, our profitability could diminish and limit our ability to make distributions to our shareholders.
11
We face risks associated with facility acquisitions that could impede our growth.
We have in the past acquired, and intend in the future to acquire, individual and portfolios of self-storage facilities that would increase our size and potentially alter our capital structure. Although we believe that the acquisitions that we expect to undertake in the future will enhance our future financial performance, the success of such transactions is subject to a number of factors, including the risk that:
·we may not be able to obtain financing for acquisitions on favorable terms;
·acquisitions may fail to perform as expected;
·the actual costs of repositioning or redeveloping acquired facilities may be higher than our estimates; and
·acquisitions may be located in new markets where we may have limited knowledge and understanding of the local economy, an absence of business relationships in the area or an unfamiliarity with local governmental and permitting procedures.
We also face significant competition for acquisitions and development opportunities. Some of our competitors have greater financial resources than we do and a greater ability to borrow funds to acquire facilities. These competitors may also be willing and/or able to accept more risk than we can prudently manage, including risks with respect to the geographic proximity of investments and the payment of higher facility acquisition prices. This competition for investments may reduce the number of suitable investment opportunities available to us, may increase acquisition costs and may reduce demand for self-storage space in certain areas where our facilities are located and, as a result, adversely affect our operating results.
Financing our future growth plan or refinancing existing debt maturities could be impacted by negative capital market conditions.
Recently, domestic financial markets have experienced unusual volatility and uncertainty. While this condition has occurred most visibly within the “subprime” mortgage lending sector of the credit market, liquidity has tightened in overall domestic financial markets, including the investment grade debt and equity capital markets. Consequently, there is greater uncertainty regarding our ability to access the credit markets in order to attract financing on reasonable terms nor can there be any assurance we can issue common or preferred equity securities at a reasonable price. Our ability to finance new acquisitions as well as our ability to refinance debt maturities could be adversely affected by our inability to secure permanent financing on reasonable terms, if at all.
We may not be able to adapt our management and operation systems to respond to theintegration of additional facilities without disruption or expense.
From the completion of our IPO in October 2004 through December 31, 2007, we acquired 269 facilities, containing approximately 15.6 million rentable square feet for an aggregate cost of approximately $1.3 billion. In 2008 we acquired two additional self-storage facilities. In addition, we expect to acquire additional self-storage facilities in the future. We cannot assure you that we will be able to adapt our management, administrative, accounting and operational systems or hire and retain sufficient operational staff to integrate these facilities into our portfolio and manage any future acquisition or development of additional facilities without operating disruptions or unanticipated costs. As we acquire or develop additional facilities, we will be subject to risks associated with managing new facilities, including customer retention and mortgage default risks. In addition, acquisitions or developments may cause disruptions in our operations and divert management’s attention away from day-to-day operations. Furthermore, our profitability may suffer because of acquisition-related costs or amortization costs for acquired goodwill and other intangible assets. Our failure to successfully integrate any future facilities into our portfolio could have an adverse effect on our operating costs and our ability to make distributions to our shareholders.
Acquired facilities may subject us to unknown liabilities.
Facilities that we have acquired or may acquire in the future may be subject to unknown liabilities for which we would have no recourse, or only limited recourse, to the former owners of such facilities. As a result, if a liability were asserted against us based upon ownership of an acquired facility, we might be required to pay significant sums to settle it, which could adversely affect our financial results and cash flow. Unknown liabilities relating to acquired facilities could include:
12
·liabilities for clean-up of undisclosed environmental contamination;
·claims by tenants, vendors or other persons arising on account of actions or omissions of the former owners of the facilities; and
·liabilities incurred in the ordinary course of business.
We face significant competition from other developers, owners and operators in the self-storage industry, which may impede our ability to retain customers or re-let space when existing customers vacate, or impede our ability to make, or increase the cost of, future acquisitions or developments.industry.
We compete with numerous developers, owners and operators in the self-storage industry, including other REITs, some of which own or may in the future own facilities similar to ours in the same markets in which our facilities are located, and some of which may have greater capital resources. In addition, due to the relatively low cost of each individual self-storage facility, other developers, owners and operators have the capability to build additional facilities that may compete with our facilities.
If our competitors build new facilities that compete with our facilities or offer space at rental rates below current market rates or below the rental rates we currently charge our customers, we may lose potential customers and we may be pressured to discount our rental rates below those we currently charge in order to retain customers. As a result, our rental revenues may decrease, which could impair our ability to satisfy our debt service obligations and to pay distributions to our shareholders. In addition, increased competition for customers may require us to make capital improvements to facilities that we would not have otherwise made. Any unbudgeted capital improvements we undertake may reduce cash available for distributions to our shareholders.
Our rental revenues and operating costs, as well as the value of our self-storage facilities, are subject to risks associated with real estate assets and with the real estate industry.
We may co-invest with third parties through joint ventures. In any such joint venture, we may not be in a position to owners and operatorsexercise sole decision-making authority regarding the facilities owned through joint ventures. Investments in joint ventures may, under certain circumstances, involve risks not present when a third party is not involved, including the possibility that joint venture partners might become bankrupt or fail to fund their share of
12
13
14
15
Real estate property investments generally cannot be sold quickly. Also, the tax laws applicable to REITs require that we hold our facilities for investment, rather than sale in the ordinary course of business, which may cause us to forgo or defer sales of facilities that otherwise would be in our best interest. Therefore, we may not be able to dispose of facilities promptly, or on favorable terms, in response to economic or other market conditions, which may adversely affect our financial position.
We face system security risks as we depend upon automated processes and the Internet.
We are increasingly dependent upon automated information technology processes. While we attempt to mitigate this risk through offsite backup procedures and contracted data centers that include, in some cases, redundant operations, we could still be severely impacted by a catastrophic occurrence, such as a natural disaster or a terrorist attack. In addition, an increasing portion of our business operations are conducted over the Internet, increasing the risk of viruses that could cause system failures and disruptions of operations despite our deployment of anti-virus measures. Experienced computer programmers may be able to penetrate our network security and misappropriate our confidential information, create system disruptions or cause shutdowns.
13
Potential losses may not be covered by insurance, which could result in the loss of our investment in a facility and the future cash flows from the facility.
We carry comprehensive liability, fire, extended coverage and rental loss insurance covering all of the facilities in our portfolio. We believe the policy specifications and insured limits are appropriate and adequate given the relative risk of loss, the cost of the coverage and industry practice. We do not carry insurance for losses such as loss from riots, war or acts of God, and, in some cases, flooding, because such coverage is not available or is not available at commercially reasonable rates. Some of our policies, such as those covering losses due to terrorism, hurricanes, floods and earthquakes, are insured subject to limitations involving large deductibles or co-payments and policy limits that may not be sufficient to cover losses. If we experience a loss at a facility that is uninsured or that exceeds policy limits, we could lose the capital invested in that facility as well as the anticipated future cash flows from that facility. Inflation, changes in building codes and ordinances, environmental considerations, and other factors also might make it impractical or undesirable to use insurance proceeds to replace a facility after it has been damaged or destroyed. In addition, if the damaged facilities are subject to recourse indebtedness, we would continue to be liable for the indebtedness, even if these facilities were irreparably damaged.
Rising operating expensesTerrorist attacks and other acts of violence or war may adversely impact our performance and may affect the markets on which our securities are traded.
Terrorist attacks against our facilities, the United States or our interests, may negatively impact our operations and the value of our securities. Attacks or armed conflicts could negatively impact the demand for self-storage facilities and increase the cost of insurance coverage for our facilities, which could reduce our profitability and cash flowflow. Furthermore, any terrorist attacks or armed conflicts could result in increased volatility in or damage to the United States and funds availableworldwide financial markets and economy.
Potential liability for future distributions.
We could incur significant costs related to government regulation and environmental matters.
We are subject to federal, state and local environmental regulations that apply generally to the ownership of real property and the operation of self-storage facilities. If we fail to comply with those laws, we could be subject to significant fines or other governmental sanctions.
Under various federal, state and local laws, ordinances and regulations, an owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances or petroleum product releases at a facility and may be held liable to a governmental entity or to third parties for property damage and for investigation and clean up costs incurred by such parties in connection with contamination. Such liability may be imposed whether or not the owner or operator knew of, or was responsible for, the presence of these hazardous or toxic substances. The cost of investigation, remediation or removal of such substances may be substantial, and the presence of such substances, or the failure to properly remediate such substances, may adversely affect the owner’s ability to sell or rent such facility or to borrow using such facility as collateral. In addition, in connection with the ownership, operation and management of real properties, we are potentially liable for property damage or injuries to persons and property.
Our practice is to conduct or obtain environmental assessments in connection with the acquisition or development of additional facilities. We obtain or examine environmental assessments from qualified and reputable environmental consulting firms (and intend to conduct such assessments prior to the acquisition or development of additional facilities). The environmental assessments received to date have not revealed, nor
16
We must comply with the Americans with Disabilities Act of 1990, whichcompliance may require unanticipated expenditures.
Under the Americans with Disabilities Act of 1990 (the “ADA”), all places of public accommodation are required to meet federal requirements related to physical access and use by disabled persons. A number of other U.S. federal, state and local laws may also impose access and other similar requirements at our facilities. A failure to comply with the ADA or similar state or local requirements could result in the governmental imposition of fines or the award of damages to private litigants affected by the noncompliance. Although we believe that our facilities comply in all material respects with these requirements (or would be eligible for applicable exemptions from material requirements because of adaptive assistance provided), a
14
determination that one or more of our facilities is not in compliance with the ADA or similar state or local requirements would result in the incurrence of additional costs associated with bringing the facilities into compliance. If we are required to make substantial modifications to comply with the ADA or similar state or local requirements, we may be required to incur significant unanticipated expenditures.
We may become subject to litigation or threatened litigation which may divert management time and attention, require us to pay damages and expenses or restrict the operation of our business.
We may become subject to disputes with commercial parties with whom we maintain relationships or other parties with whom we do business. Any such dispute could result in litigation between us and the other parties. Whether or not any dispute actually proceeds to litigation, we may be required to devote significant management time and attention to its successful resolution (through litigation, settlement or otherwise), which would detract from our management’s ability to focus on our business. Any such resolution could involve the payment of damages or expenses by us, which may be significant. In addition, any such resolution could involve our agreement with terms that restrict the operation of our business.
One type of commercial dispute could involve our use of our brand name and other intellectual property (for example, logos, signage and other marks), for which we generally have common law rights but no federal trademark registration. There are other commercial parties, at both a local and national level, that may assert that our use of our brand names and other intellectual property conflict with their rights to use brand names and other intellectual property that they consider to be similar to ours. Any such commercial dispute and related resolution would involve all of the risks described above, including, in particular, our agreement to restrict the use of our brand name or other intellectual property.
If in the future we elect to make joint venture investments, we could be adversely affected by a lack of sole decision-making authority, reliance on joint venture partners’ financial conditionThe terms and any disputes that might arise between us and our joint venture partners.
Like other real estate companies that incur debt, we are subject to risks associated with debt financing, such as a sale, because neither we nor the joint venture partner would have full control over the joint venture. Any disputes that may arise between us and our joint venture partners could result in litigation or arbitration that could increase our expenses and distract our officersand/or trustees from focusing their time and effort on our business. In
17
18
Our unsecured credit facility and unsecured term loan each contain (and any new or amended facility will likely contain) customary restrictions, requirements and other resources. We cannot assure youlimitations on our ability to incur indebtedness, including total debt to asset ratios, secured debt to total asset ratios, debt service coverage ratios and minimum ratios of unencumbered assets to unsecured debt which we must maintain. Our ability to borrow under our credit facility is (and any new or amended facility will be) subject to compliance with such financial and other covenants. In the event that our past experience will be sufficient to enable us to successfully operate our company as a REIT and as a public company. If we fail to qualify as a REIT,satisfy these covenants, we would be in default under the credit facility and are not able to avail ourselves of certain savings provisions set forth in the Internal Revenue Code, our distributions to shareholders will not be deductible for federal income tax purposes,term loan and therefore we willmay be required to pay corporate tax at applicablerepay such debt with capital from other sources. Under such circumstances, other sources of debt or equity capital may not be available to us, or may be available only on unattractive terms.
Increases in interest rates on variable rate indebtedness would increase our taxable income,interest expense, which will substantially reducecould adversely affect our earningscash flow and ability to make distributions to shareholders. Rising interest rates could also restrict our ability to refinance existing debt when it matures. In addition, an increase in interest rates could decrease the amounts that third parties are willing to pay for our assets, thereby limiting our ability to alter our portfolio promptly in relation to economic or other conditions. We have entered into and may, reducefrom time to time, enter into agreements such as interest rate hedges, swaps, floors, caps and other interest rate hedging contracts with respect to a portion of our variable rate debt. Although these agreements may lessen the impact of rising interest rates on us, they also expose us to the risk that other parties to the agreements will not perform or that we cannot enforce the agreements.
Our organizational documents contain no limitation on the amount of debt we may incur. As a result, we may become highly leveraged in the future.
15
Our organizational documents contain no limitations on the amount of indebtedness that we or our operating partnership may incur. We could alter the balance between our total outstanding indebtedness and the value of our common shares andassets at any time. If we become more highly leveraged, then the resulting increase in debt service could adversely affect our ability to raise additional capital. We would not be ablemake payments on our outstanding indebtedness and to electpay our anticipated distributions and/or the distributions required to be taxed as amaintain our REIT for four years followingstatus, and could harm our financial condition.
Our ability to make distributions is subject to various risks.
Historically, we have paid quarterly distributions to our shareholders. Our ability to make distributions in the year we first failed to qualify unless future will depend upon:
·the Internal Revenue Service (the “IRS”) were to grant us relief under certain statutory provisions.
19
·general and administrative costs associated with our operation as a publicly-held REIT;
·the amount of, and the interest rates on, our debt; and
·the absence of significant expenditures relating to environmental and other regulatory matters.
Certain of these matters are beyond our control and any significant difference between our expectations and actual results could have a material adverse effect on our cash flow and our operating partnership, such as interests in the timing and pricing of facility sales or refinancings in order to obtain favorable tax treatment. As a result, the effect of certain transactions on these unitholders may influence our decisions affecting these facilities.
20
Our business could be harmed if any of our key personnel, Robert J. Amsdell, Steven G. Osgood, Todd C. Amsdell and Tedd D. Towsley, all of whom have long-standing business relationships in the self-storage industry, terminated his employment with us.
To continue to qualify as a REIT, we are required to distribute to our shareholders each year at least 90% of our REIT taxable income, excluding net capital gains or pay applicable income taxes. In order to eliminate federal income tax, we will be required to distribute annually 100% of our net taxable income, including capital gains. Because of these distribution requirements, we likely will not be able to fund all future capital needs, including capital for acquisitions and facility development, with income from operations. We therefore will have to rely on third-party sources of capital, which may or may not be available on favorable terms, if at all. Our access to third-party sources of capital depends on a number of things, including the market’s perception of our growth potential and our current and potential future earnings and our ability to continue to qualify as a REIT for federal income tax purposes. If we are unable to obtain third-party sources of capital, we may not be able to acquire or develop facilities when strategic opportunities exist, satisfy our debt obligations or make distributions to shareholders that would permit us to qualify as a REIT or avoid paying tax on our REIT taxable income.
21
22
We have electedoperate our business to qualify to be taxed as a REIT for federal income tax purposes commencing with our first taxable year ending December 31, 2004, and we plan to continue to operate so that we can meet the requirements for qualification and taxation as a REIT.purposes. We have not requested and do not plan to request a ruling from the IRS that we qualify as a REIT, and the statements in this Annual Report onForm 10-K are not binding on the IRS or any court. As a REIT, we generally will not be subject to federal income tax on ourthe income that we distribute currently to our shareholders. Many of the REIT requirements, however, are highly technical and complex. The determination that we are a REIT requires an analysis of various factual matters and circumstances that may not be totally within our control. For example, to qualify as a REIT, at least 95% of our gross income must come from specific passive sources, such as rent, that are itemized in the REIT tax laws. In addition, to qualify as a REIT, we cannot own specified amounts of debt and equity securities of some issuers. We also are required to distribute to our shareholders with respect to each year at least 90% of our REIT taxable income (excluding net capital gains). The fact that we hold substantially all of our assets through the operating partnership and its subsidiaries further complicates the application of the REIT
23
16
the courts might issue new rulings, that make it more difficult, or impossible, for us to remain qualified as a REIT. If we fail to qualify as a REIT for federal income tax purposes and are able to avail ourselves of one or more of the statutory savings provisions in order to maintain our REIT status, we would nevertheless be required to pay penalty taxes of $50,000 or more for each such failure.
If we fail to qualify as a REIT for federal income tax purposes, and are unable to avail ourselves of certain savings provisions set forth in the Internal Revenue Code, we would be subject to federal income tax at regular corporate rates on all of our income. As a taxable corporation, we would not be allowed to take a deduction for distributions to shareholders in computing our taxable income or pass through long term capital gains to individual shareholders at favorable rates. We also could be subject to the federal alternative minimum tax and possibly increased state and local taxes. We would not be able to elect to be taxed as a REIT for four years following the year we first failed to qualify unless the IRS were to grant us relief under certain statutory provisions. If we failed to qualify as a REIT, we would have to pay significant income taxes, which would reduce our net earnings available for investment or distribution to our shareholders. This likely would have a significant adverse effect on our earnings and likely would adversely affect the value of our securities. In addition, we would no longer be required to pay any distributions to shareholders.
As a REIT, we are subject to certain distribution requirements, including the requirement to distribute 90% of our REIT taxable income that may result in our having to make distributions at disadvantageous time or to borrow funds at unfavorable rates. Compliance with this requirement may hinder our ability to operate solely on the basis of maximizing profits.
We will pay some taxes even if we qualify as a REIT.
Even if we qualify as a REIT for federal income tax purposes, we will be required to pay certain federal, state and local taxes on our income and property. For example, we will be subject to income tax to the extent we distribute less than 100% of our REIT taxable income, including capital gains. Additionally, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which dividends paid by us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years. Moreover, if we have net income from “prohibited transactions,” that income will be subject to a 100% penalty tax. In general, prohibited transactions are sales or other dispositions of property held primarily for sale to customers in the ordinary course of business. The determination as to whether a particular sale is a prohibited transaction depends on the facts and circumstances related to that sale. We cannot guarantee that sales of our properties would not be prohibited transactions unless we comply with certain statutory safe-harbor provisions. The need to avoid prohibited transactions could cause us to forego or defer sales of facilities that our predecessors otherwise would have sold or that might otherwise be in our best interest to sell.
In addition, any net taxable income earned directly by our taxable REIT subsidiaries, or through entities that are disregarded for federal income tax purposes as entities separate from our taxable REIT subsidiaries, will be subject to federal and possibly state corporate income tax. We have elected to treat U-Store-It Mini Warehouse Co. as a taxable REIT subsidiary, and we may elect to treat other subsidiaries as taxable REIT subsidiaries in the future. In this regard, several provisions of the laws applicable to REITs and their subsidiaries ensure that a taxable REIT subsidiary will be subject to an appropriate level of federal income taxation. For example, a taxable REIT subsidiary is limited in its ability to deduct certain interest payments made to an affiliated REIT. In addition, the REIT has to pay a 100% penalty tax on some payments that it receives or on some deductions taken by a taxable REIT subsidiary if the economic arrangements between the REIT, the REIT’s customers, and the taxable REIT subsidiary are not comparable to similar arrangements between unrelated parties. Finally, some state and local jurisdictions may tax some of our income even though as a REIT we are not subject to federal income tax on that income because not all states and localities follow the federal income tax treatment of REITs. To the extent that we and our affiliates are required to pay federal, state and local taxes, we will have less cash available for distributions to our shareholders.
24
We cannot assure you of our ability to pay dividends in the future.
We intend to pay quarterly dividends and to make distributions to our shareholders in amounts such that all or substantially all of our taxable income in each year, subject to certain adjustments, is distributed. This, along with other factors, should enable us to qualify for the tax benefits accorded to a REIT under the Internal Revenue Code. We have not established a minimum dividends payment level and our ability to pay dividends may be adversely affected by the risk factors described in this Annual Report on Form 10-K. All distributions will be made at the discretion of our Board of Trustees and will depend on our earnings, our financial condition, maintenance of our REIT status and such other factors as our Board of Trustees may deem relevant from time to time. We cannot assure you that we will be able to pay dividends in the future.
17
OverviewWe are dependent upon our key personnel whose continued service is not guaranteed.
Our top executives, Dean Jernigan, Christopher Marr, Kathleen Weigand, Stephen Nichols and Timothy Martin, have extensive self-storage, real estate and public company experience. Although we have employment agreements with all of the members of our senior management team, we cannot provide any assurance that any of them will remain in our employ. The loss of services of one or more members of our senior management team, particularly Dean Jernigan, our President and Chief Executive Officer, could adversely affect our operations and our future growth.
We are dependent upon our on-site personnel to maximize customer satisfaction; any difficulties we encounter in hiring, training and retaining skilled field personnel may adversely affect our rental revenues.
As of December 31, 2005,2007, we had approximately 880 field personnel involved in the management and operation of our facilities. The customer service, marketing skills and knowledge of local market demand and competitive dynamics of our facility managers are contributing factors to our ability to maximize our rental income and to achieve the highest sustainable rent levels at each of our facilities. We compete with various other companies in attracting and retaining qualified and skilled personnel. Competitive pressures may require that we enhance our pay and benefits package to compete effectively for such personnel. If there is an increase in these costs or if we fail to attract and retain qualified and skilled personnel, our business and operating results could be harmed.
Our insurance coverage may not comply fully with certain loan requirements.
We maintain comprehensive insurance on each of our self-storage facilities in amounts sufficient to permit replacement of the property, subject to applicable deductibles. Certain of our properties serve as collateral for our mortgage-backed debt, some of which was assumed in connection with our acquisition of facilities, that requires us to maintain insurance at levels and on terms that are not commercially reasonable in the current insurance environment. We may be unable to obtain required insurance coverage if the cost and/or availability make it impractical or impossible to comply with debt covenants. If we cannot comply with a lender’s requirements in any respect, the lender could declare a default that could affect our ability to obtain future financing and could have a material adverse effect on our results of operations and cash flows and our ability to obtain future financing. In addition, we may be required to self-insure against certain losses or the Company’s insurance costs may increase.
Certain provisions of Maryland law could inhibit changes in control, which maydiscourage third parties from conducting a tender offer or seeking other change ofcontrol transactions that could involve a premium price for our shares or otherwisebenefit our shareholders.
Certain provisions of Maryland law may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change of control under circumstances that otherwise could provide the holders of our common shares with the opportunity to realize a premium over the then-prevailing market price of those shares, including:
·“business combination moratorium/fair price” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested shareholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our shares or an affiliate thereof) for five years after the most recent date on which the shareholder becomes an interested shareholder, and thereafter imposes stringent fair price and super-majority shareholder voting requirements on these combinations; and
·“control share” provisions that provide that “control shares” of our company (defined as shares which, when aggregated with other shares controlled by the shareholder, entitle the shareholder to exercise one of three increasing ranges of voting power in electing Trustees) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of “control shares” from a party other than the issuer) have no voting rights except to the extent approved by our shareholders by the affirmative vote of at least two thirds of all the votes entitled to be cast on the matter, excluding all interested shares, and are subject to redemption in certain circumstances.
We have opted out of these provisions of Maryland law. However, our Board of Trustees may opt to make these provisions applicable to us at any time.
18
Robert J. Amsdell, our former Chairman and Chief Executive Officer; Barry L. Amsdell, a former Trustee; Todd C. Amsdell, our former Chief Operating Officer and former President of our development subsidiary; and the Amsdell Entities (collectively, “The Amsdell Family”)collectively own an approximate 23.3% beneficial interest in our company on a fullydiluted basis and therefore have the ability to exercise significant influence on any matter presented to our shareholders.
The Amsdell Family collectively owns approximately 21.3% of our outstanding common shares, and an approximate 23.3% beneficial interest in our company on a fully diluted basis. Consequently, the Amsdell Family may be able to significantly influence the outcome of matters submitted for shareholder action, including the election of our Board of Trustees and approval of significant corporate transactions, including business combinations, consolidations and mergers. As a result, Robert J. Amsdell, Barry L. Amsdell and Todd C. Amsdell have substantial influence on us and could exercise their influence in a manner that conflicts with the interests of our other shareholders.
Robert J. Amsdell and Barry L. Amsdell have interests, through their ownership of limited partner unitsin our operating partnership that may conflict with the interests of our othershareholders.
Robert J. Amsdell and Barry L. Amsdell own limited partner units in our operating partnership. These individuals may have personal interests that conflict with the interests of our shareholders with respect to business decisions affecting us and our operating partnership, such as interests in the timing and pricing of facility sales or refinancings in order to obtain favorable tax treatment.
Our shareholders have limited control to prevent us from making any changes to ourinvestment and financing policies.
Our Board of Trustees has adopted policies with respect to certain activities. These policies may be amended or revised from time to time at the discretion of our Board of Trustees without a vote of our shareholders. This means that our shareholders have limited control over changes in our policies. Such changes in our policies intended to improve, expand or diversify our business may not have the anticipated effects and consequently may adversely affect our business and prospects, results of operations and share price.
Our rights and the rights of our shareholders to take action against our Trustees andofficers are limited.
Maryland law provides that a trustee or officer has no liability in that capacity if he or she performs his or her duties in good faith, in a manner he or she reasonably believes to be in our best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances. Our declaration of trust and bylaws require us to indemnify our Trustees and officers for actions taken by them in those capacities to the extent permitted by Maryland law. Accordingly, in the event that actions taken in good faith by any Trustee or officer impede our performance, our and our shareholders’ ability to recover damages from that Trustee or officer will be limited.
Many factors could have an adverse effect on the market value of our securities.
A number of factors might adversely affect the price of our securities, many of which are beyond our control. These factors include:
·increases in market interest rates, relative to the dividend yield on our shares. If market interest rates go up, prospective purchasers of our securities may require a higher yield. Higher market interest rates would not, however, result in more funds for us to distribute and, to the contrary, would likely increase our borrowing costs and potentially decrease funds available for distribution. Thus, higher market interest rates could cause the market price of our common shares to go down;
·anticipated benefit of an investment in our securities as compared to investment in securities of companies in other industries (including benefits associated with tax treatment of dividends and distributions);
·perception by market professionals of REITs generally and REITs comparable to us in particular;
·level of institutional investor interest in our securities;
·relatively low trading volumes in securities of REITs;
19
·our results of operations and financial condition;
·investor confidence in the stock market generally; and
·additions and departures of key personnel.
The market value of our common shares is based primarily upon the market’s perception of our growth potential and our current and potential future earnings and cash distributions. Consequently, our common shares may trade at prices that are higher or lower than our net asset value per common share. If our future earnings or cash distributions are less than expected, it is likely that the market price of our common shares will diminish.
Additional issuances of equity securities may be dilutive to shareholders.
The interests of our shareholders could be diluted if we issue additional equity securities to finance future developments or acquisitions or to repay indebtedness. Our Board of Trustees may authorize the issuance of additional equity securities without shareholder approval. Our ability to execute our business strategy depends upon our access to an appropriate blend of debt financing, including unsecured lines of credit and other forms of secured and unsecured debt, and equity financing, including the issuance of common and preferred equity.
Our declaration of trust permits our Board of Trustees to issue preferred shares withterms that may discourage third parties from conducting a tender offer or seekingother change of control transactions that could involve a premium price for ourshares or otherwise benefit our shareholders.
Our declaration of trust permits our Board of Trustees to issue up to 40,000,000 preferred shares, having those preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications, or terms or conditions of redemption as determined by our Board. In addition, our Board may reclassify any unissued common shares into one or more classes or series of preferred shares. Thus, our Board could authorize, without shareholder approval, the issuance of preferred shares with terms and conditions that could have the effect of discouraging a takeover or other transaction in which holders of some or a majority of our shares might receive a premium for their shares over the then-prevailing market price of our shares. We currently do not expect that the Board would require shareholder approval prior to such a preferred issuance. In addition, any preferred shares that we issue would rank senior to our common shares with respect to the payment of distributions, in which case we could not pay any distributions on our common shares until full distributions have been paid with respect to such preferred shares.
The acquisition of new facilities that lack operating history with us will give rise to difficulties in predicting revenue potential.
We will continue to acquire additional facilities. These acquisitions could fail to perform in accordance with expectations. If we fail to accurately estimate occupancy levels, operating costs or costs of improvements to bring an acquired facility up to the standards established for our intended market position, the performance of the facility may be below expectations. Acquired facilities may have characteristics or deficiencies affecting their valuation or revenue potential that we have not yet discovered. We cannot assure you that the performance of facilities acquired by us will increase or be maintained under our management.
Our financial performance is dependent upon the economic and other conditions of the markets in which our facilities are located.
We are susceptible to adverse developments in the markets in which we operate, such as business layoffs or downsizing, industry slowdowns, relocations of businesses, changing demographics and other factors. Our facilities in Florida, California, Texas, Ohio, Tennessee, Illinois and Arizona accounted for approximately 16%, 16%, 10%, 8%, 7%, 6% and 5%, respectively, of our total rentable square feet as of December 31, 2007. As a result of this geographic concentration of our facilities, we are particularly susceptible to adverse market conditions in these areas. Any adverse economic or real estate developments in these markets, or in any of the other markets in which we operate, or any decrease in demand for self-storage space resulting from the local business climate could adversely affect our rental revenues, which could impair our ability to satisfy our debt service obligations and pay distributions to our shareholders.
Our business may be sensitive to economic conditions that impact consumer spending.
20
Our results of operations may be sensitive to changes in overall economic conditions that impact consumer spending, including discretionary spending. Future economic conditions affecting disposable consumer income, such as employment levels, business conditions, interest rates, tax rates, fuel and energy costs, and other matters could reduce consumer spending or cause consumers to shift their spending to other products and services. A general reduction in the level of discretionary spending or shifts in consumer discretionary spending could adversely affect our growth and profitability.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
Overview
As of December 31, 2007, we owned 339409 self-storage facilities located in 26 states and aggregating approximately 20.826.1 million rentable square feet. The following table sets forth certain summary information regarding our facilities by state as of December 31, 2005.
Total | % of Total | |||||||||||||||||||
Number of | Number of | Rentable | Rentable | |||||||||||||||||
State | Facilities | Units | Square Feet | Square Feet | Occupancy (1) | |||||||||||||||
Florida | 52 | 34,506 | 3,759,740 | 18.0% | 87.9% | |||||||||||||||
California | 43 | 22,430 | 2,567,399 | 12.2% | 77.5% | |||||||||||||||
Ohio | 30 | 13,232 | 1,709,650 | 8.2% | 80.0% | |||||||||||||||
Texas | 28 | 12,610 | 1,593,438 | 7.7% | 76.2% | |||||||||||||||
Illinois | 27 | 14,157 | 1,616,430 | 7.8% | 76.4% | |||||||||||||||
Arizona | 21 | 10,086 | 1,079,820 | 5.2% | 87.1% | |||||||||||||||
Tennessee | 18 | 8,665 | 1,096,615 | 5.3% | 82.3% | |||||||||||||||
Connecticut | 17 | 7,373 | 873,860 | 4.2% | 75.7% | |||||||||||||||
New Jersey | 14 | 9,697 | 940,657 | 4.5% | 79.7% | |||||||||||||||
Colorado | 12 | 5,753 | 646,415 | 3.1% | 78.8% | |||||||||||||||
New Mexico | 10 | 3,788 | 407,459 | 2.0% | 90.4% | |||||||||||||||
Indiana | 9 | 5,419 | 606,599 | 2.9% | 72.4% | |||||||||||||||
North Carolina | 8 | 4,743 | 555,779 | 2.7% | 87.1% | |||||||||||||||
Louisiana | 6 | 2,329 | 334,324 | 1.6% | 97.1% | |||||||||||||||
Mississippi | 6 | 2,478 | 318,130 | 1.5% | 83.9% | |||||||||||||||
New York | 6 | 3,195 | 335,300 | 1.6% | 80.7% | |||||||||||||||
Georgia | 5 | 3,635 | 431,387 | 2.1% | 76.4% | |||||||||||||||
Maryland | 5 | 4,097 | 505,808 | 2.4% | 79.3% | |||||||||||||||
Utah | 5 | 2,376 | 244,948 | 1.2% | 84.5% | |||||||||||||||
Michigan | 4 | 1,787 | 272,911 | 1.3% | 80.1% | |||||||||||||||
Alabama | 3 | 1,655 | 234,631 | 1.1% | 82.7% | |||||||||||||||
South Carolina | 3 | 1,281 | 214,113 | 1.0% | 74.2% | |||||||||||||||
Massachusetts | 2 | 1,134 | 115,541 | 0.6% | 71.2% | |||||||||||||||
Pennsylvania | 2 | 1,585 | 177,411 | 0.9% | 83.8% | |||||||||||||||
Virginia | 2 | 1,091 | 131,368 | 0.6% | 71.6% | |||||||||||||||
Wisconsin | 1 | 489 | 58,713 | 0.3% | 70.9% | |||||||||||||||
Total/Weighted Average | 339 | 179,591 | 20,828,446 | 100.0% | 81.2% |
25
|
|
|
|
|
| Total |
| % of Total |
|
|
|
|
| Number of |
| Number of |
| Rentable |
| Rentable |
| Occupied |
|
State |
| Facilities |
| Units |
| Square Feet |
| Square Feet |
| Square Feet |
|
|
|
|
|
|
|
|
|
|
|
|
|
California |
| 60 |
| 37,018 |
| 4,133,441 |
| 15.8 | % | 69.7 | % |
Florida |
| 59 |
| 39,973 |
| 4,173,724 |
| 16.0 | % | 80.2 | % |
Texas |
| 43 |
| 21,003 |
| 2,627,795 |
| 10.1 | % | 81.1 | % |
Ohio |
| 35 |
| 16,364 |
| 1,999,099 |
| 7.7 | % | 79.9 | % |
Illinois |
| 27 |
| 14,020 |
| 1,610,610 |
| 6.2 | % | 79.9 | % |
Arizona |
| 24 |
| 12,526 |
| 1,247,447 |
| 4.8 | % | 84.0 | % |
Tennessee |
| 24 |
| 12,930 |
| 1,686,433 |
| 6.3 | % | 82.5 | % |
Colorado |
| 20 |
| 10,389 |
| 1,200,834 |
| 4.6 | % | 87.9 | % |
Connecticut |
| 17 |
| 7,255 |
| 845,781 |
| 3.2 | % | 76.5 | % |
New Jersey |
| 15 |
| 10,266 |
| 1,003,586 |
| 3.8 | % | 75.0 | % |
Georgia |
| 13 |
| 9,245 |
| 1,060,144 |
| 4.1 | % | 76.8 | % |
New Mexico |
| 11 |
| 4,247 |
| 459,020 |
| 1.8 | % | 89.6 | % |
Indiana |
| 9 |
| 5,302 |
| 599,457 |
| 2.3 | % | 80.4 | % |
North Carolina |
| 8 |
| 4,810 |
| 557,459 |
| 2.1 | % | 86.5 | % |
Mississippi |
| 6 |
| 2,824 |
| 353,431 |
| 1.4 | % | 82.5 | % |
New York |
| 6 |
| 3,208 |
| 349,453 |
| 1.3 | % | 83.8 | % |
Louisiana |
| 5 |
| 2,358 |
| 304,555 |
| 1.2 | % | 93.2 | % |
Maryland |
| 5 |
| 4,232 |
| 517,895 |
| 2.0 | % | 86.5 | % |
Utah |
| 5 |
| 2,336 |
| 241,823 |
| 0.9 | % | 93.8 | % |
Michigan |
| 4 |
| 1,888 |
| 270,769 |
| 1.0 | % | 78.6 | % |
Alabama |
| 3 |
| 1,632 |
| 237,583 |
| 0.9 | % | 81.5 | % |
Massachusetts |
| 3 |
| 1,776 |
| 172,928 |
| 0.7 | % | 74.7 | % |
Nevada |
| 2 |
| 940 |
| 99,882 |
| 0.4 | % | 83.0 | % |
Pennsylvania |
| 2 |
| 1,609 |
| 176,577 |
| 0.7 | % | 79.0 | % |
Virginia |
| 2 |
| 1,214 |
| 130,943 |
| 0.5 | % | 59.8 | % |
Wisconsin |
| 1 |
| 486 |
| 58,515 |
| 0.2 | % | 84.1 | % |
Total/Weighted Average |
| 409 |
| 229,851 |
| 26,119,184 |
| 100.0 | % | 79.5 | % |
21
The following table sets forth certain additional information with respect to each of our facilities as of December 31, 2005.2007. Our ownership of each facility consists of a fee interest in the facility held by U-Store-It, L.P., our operating partnership, or one of its subsidiaries, except for our Morris Township, NJ facility, where we have a ground lease. In addition, small parcels of land at five of our other facilities are subject to ground leases.
22
|
| Year Acquired/ |
| Year |
| Rentable |
|
|
|
|
| Manager |
| % Climate |
|
Facility Location |
| Developed (1) |
| Built |
| Square Feet |
| Occupancy (2) |
| Units |
| Apartment (3) |
| Controlled (4) |
|
Mobile I, AL |
| 1997 |
| 1987 |
| 65,198 |
| 91.1 | % | 468 |
| N |
| 0.0 | % |
Mobile II, AL † |
| 1997 |
| 1974/90 |
| 129,260 |
| 73.2 | % | 801 |
| Y |
| 1.1 | % |
Mobile III, AL |
| 1998 |
| 1988/94 |
| 43,125 |
| 91.9 | % | 363 |
| Y |
| 34.5 | % |
Chandler, AZ |
| 2005 |
| 1985 |
| 47,520 |
| 93.8 | % | 466 |
| Y |
| 6.9 | % |
Glendale, AZ |
| 1998 |
| 1987 |
| 56,830 |
| 81.3 | % | 554 |
| Y |
| 0.0 | % |
Green Valley, AZ |
| 2005 |
| 1985 |
| 25,200 |
| 67.8 | % | 277 |
| N |
| 7.9 | % |
Mesa I, AZ |
| 2006 |
| 1985 |
| 52,375 |
| 91.1 | % | 535 |
| N |
| 0.0 | % |
Mesa II, AZ |
| 2006 |
| 1981 |
| 45,295 |
| 85.4 | % | 420 |
| Y |
| 8.4 | % |
Mesa III, AZ |
| 2006 |
| 1986 |
| 58,264 |
| 78.3 | % | 514 |
| Y |
| 4.1 | % |
Phoenix I, AZ |
| 2006 |
| 1987 |
| 100,887 |
| 76.5 | % | 822 |
| Y |
| 8.8 | % |
Phoenix II, AZ |
| 2006 |
| 1974 |
| 45,270 |
| 75.8 | % | 440 |
| Y |
| 0.0 | % |
Scottsdale, AZ |
| 1998 |
| 1995 |
| 80,925 |
| 90.3 | % | 692 |
| Y |
| 9.5 | % |
Tempe, AZ |
| 2005 |
| 1975 |
| 54,000 |
| 84.1 | % | 410 |
| Y |
| 14.0 | % |
Tucson I, AZ |
| 1998 |
| 1974 |
| 59,350 |
| 87.7 | % | 505 |
| Y |
| 0.0 | % |
Tucson II, AZ |
| 1998 |
| 1988 |
| 43,950 |
| 84.7 | % | 543 |
| Y |
| 100.0 | % |
Tucson III, AZ |
| 2005 |
| 1979 |
| 49,822 |
| 78.2 | % | 535 |
| N |
| 0.0 | % |
Tucson IV, AZ |
| 2005 |
| 1982 |
| 47,840 |
| 88.5 | % | 524 |
| Y |
| 3.7 | % |
Tucson IX, AZ |
| 2005 |
| 1984 |
| 67,656 |
| 81.7 | % | 653 |
| Y |
| 2.0 | % |
Tucson V, AZ |
| 2005 |
| 1982 |
| 45,160 |
| 82.8 | % | 452 |
| Y |
| 3.0 | % |
Tucson VI, AZ |
| 2005 |
| 1982 |
| 40,778 |
| 89.3 | % | 451 |
| Y |
| 3.5 | % |
Tucson VII, AZ |
| 2005 |
| 1982 |
| 52,738 |
| 85.4 | % | 637 |
| Y |
| 2.0 | % |
Tucson VIII, AZ |
| 2005 |
| 1979 |
| 46,800 |
| 83.9 | % | 504 |
| Y |
| 0.0 | % |
Tucson X, AZ |
| 2005 |
| 1981 |
| 46,350 |
| 84.6 | % | 491 |
| N |
| 0.0 | % |
Tucson XI, AZ |
| 2005 |
| 1974 |
| 42,800 |
| 82.0 | % | 465 |
| Y |
| 0.0 | % |
Tucson XII, AZ |
| 2005 |
| 1974 |
| 42,375 |
| 87.7 | % | 474 |
| Y |
| 4.8 | % |
Tucson XIII, AZ |
| 2005 |
| 1974 |
| 45,792 |
| 90.0 | % | 583 |
| Y |
| 0.0 | % |
Tucson XIV, AZ |
| 2005 |
| 1976 |
| 49,470 |
| 84.0 | % | 579 |
| Y |
| 8.8 | % |
Apple Valley I, CA |
| 1997 |
| 1984 |
| 73,340 |
| 48.3 | % | 594 |
| Y |
| 0.0 | % |
Apple Valley II, CA |
| 1997 |
| 1988 |
| 62,115 |
| 62.9 | % | 495 |
| Y |
| 7.0 | % |
Benicia, CA |
| 2005 |
| 1988/93/05 |
| 74,920 |
| 82.9 | % | 762 |
| Y |
| 0.0 | % |
Bloomington I, CA |
| 1997 |
| 1987 |
| 28,550 |
| 65.8 | % | 218 |
| N |
| 0.0 | % |
Bloomington II, CA † |
| 1997 |
| 1987 |
| 25,860 |
| 97.1 | % | 20 |
| N |
| 0.0 | % |
Cathedral City, CA † |
| 2006 |
| 1982/92 |
| 129,048 |
| 54.3 | % | 1029 |
| Y |
| 1.9 | % |
Citrus Heights, CA |
| 2005 |
| 1987 |
| 75,620 |
| 62.0 | % | 693 |
| Y |
| 0.0 | % |
Diamond Bar, CA |
| 2005 |
| 1988 |
| 103,228 |
| 81.7 | % | 918 |
| Y |
| 0.0 | % |
Escondido, CA |
| 2007 |
| 2002 |
| 143,145 |
| 77.2 | % | 1296 |
| Y |
| 6.7 | % |
Fallbrook, CA |
| 1997 |
| 1985/88 |
| 46,370 |
| 82.8 | % | 461 |
| Y |
| 0.0 | % |
Hemet, CA |
| 1997 |
| 1989 |
| 66,040 |
| 76.1 | % | 445 |
| Y |
| 0.0 | % |
Highland I, CA |
| 1997 |
| 1987 |
| 76,765 |
| 58.0 | % | 860 |
| Y |
| 0.0 | % |
Highland II, CA |
| 2006 |
| 1982 |
| 62,257 |
| 70.1 | % | 536 |
| Y |
| 0.0 | % |
Lancaster, CA |
| 2001 |
| 1987 |
| 61,275 |
| 53.1 | % | 414 |
| Y |
| 0.0 | % |
Long Beach, CA |
| 2006 |
| 1974 |
| 125,213 |
| 76.5 | % | 1424 |
| Y |
| 0.0 | % |
Murrieta, CA |
| 2005 |
| 1996 |
| 49,895 |
| 68.0 | % | 474 |
| Y |
| 3.3 | % |
North Highlands, CA |
| 2005 |
| 1980 |
| 57,244 |
| 89.6 | % | 481 |
| Y |
| 0.0 | % |
Orangevale, CA |
| 2005 |
| 1980 |
| 50,492 |
| 79.4 | % | 556 |
| Y |
| 0.0 | % |
Palm Springs I, CA |
| 2006 |
| 1989 |
| 72,775 |
| 68.0 | % | 582 |
| Y |
| 8.6 | % |
Palm Springs II, CA † |
| 2006 |
| 1982/89 |
| 122,745 |
| 57.8 | % | 634 |
| Y |
| 0.0 | % |
Pleasanton, CA |
| 2005 |
| 2003 |
| 82,415 |
| 86.0 | % | 718 |
| Y |
| 0.0 | % |
Rancho Cordova, CA |
| 2005 |
| 1979 |
| 53,928 |
| 79.0 | % | 484 |
| Y |
| 0.0 | % |
Redlands, CA |
| 1997 |
| 1985 |
| 62,805 |
| 80.0 | % | 548 |
| N |
| 0.0 | % |
Rialto, CA |
| 1997 |
| 1987 |
| 57,371 |
| 64.5 | % | 519 |
| Y |
| 0.0 | % |
Rialto II, CA |
| 2006 |
| 1980 |
| 99,393 |
| 67.2 | % | 779 |
| Y |
| 0.0 | % |
Riverside I, CA |
| 1997 |
| 1989 |
| 27,485 |
| 76.4 | % | 238 |
| N |
| 0.0 | % |
Riverside II, CA † |
| 1997 |
| 1989 |
| 20,420 |
| 91.6 | % | 18 |
| N |
| 0.0 | % |
Riverside III, CA |
| 1998 |
| 1989 |
| 46,809 |
| 70.9 | % | 442 |
| Y |
| 0.0 | % |
Riverside IV, CA |
| 2006 |
| 1977 |
| 67,320 |
| 60.5 | % | 715 |
| Y |
| 4.0 | % |
Riverside V, CA |
| 2006 |
| 1985 |
| 85,521 |
| 58.1 | % | 834 |
| Y |
| 12.7 | % |
Riverside VI, CA |
| 2007 |
| 2004 |
| 74,900 |
| 67.6 | % | 466 |
| Y |
| 0.0 | % |
Roseville, CA |
| 2005 |
| 1979 |
| 59,944 |
| 87.6 | % | 582 |
| Y |
| 0.0 | % |
Sacramento I, CA |
| 2005 |
| 1979 |
| 50,764 |
| 88.0 | % | 536 |
| Y |
| 0.0 | % |
Sacramento II, CA |
| 2005 |
| 1986 |
| 61,890 |
| 72.8 | % | 583 |
| Y |
| 4.7 | % |
San Bernardino I, CA |
| 1997 |
| 1985 |
| 47,350 |
| 63.2 | % | 460 |
| Y |
| 2.0 | % |
San Bernardino II, CA |
| 1997 |
| 1987 |
| 83,278 |
| 60.5 | % | 609 |
| Y |
| 0.0 | % |
San Bernardino III, CA |
| 1997 |
| 1987 |
| 31,070 |
| 74.8 | % | 259 |
| N |
| 0.0 | % |
San Bernardino IV, CA |
| 1997 |
| 1989 |
| 57,245 |
| 68.7 | % | 597 |
| Y |
| 0.0 | % |
San Bernardino IX, CA |
| 2006 |
| 1975 |
| 117,928 |
| 44.8 | % | 1076 |
| Y |
| 0.0 | % |
San Bernardino V, CA |
| 1997 |
| 1991 |
| 41,646 |
| 72.7 | % | 406 |
| Y |
| 0.0 | % |
San Bernardino VI, CA |
| 1997 |
| 1985/92 |
| 35,671 |
| 76.0 | % | 405 |
| N |
| 11.8 | % |
San Bernardino VII, CA |
| 2005 |
| 2002/04 |
| 83,507 |
| 77.9 | % | 776 |
| Y |
| 4.2 | % |
San Bernardino VIII, CA |
| 2006 |
| 1974 |
| 56,820 |
| 56.9 | % | 507 |
| Y |
| 1.3 | % |
San Bernardino X, CA |
| 2006 |
| 1978 |
| 78,839 |
| 66.1 | % | 669 |
| Y |
| 0.0 | % |
San Bernardino XI, CA |
| 2006 |
| 1977 |
| 112,154 |
| 58.0 | % | 1037 |
| Y |
| 0.0 | % |
San Marcos, CA |
| 2005 |
| 1979 |
| 37,430 |
| 91.8 | % | 247 |
| Y |
| 0.0 | % |
23
|
| Year Acquired/ |
| Year |
| Rentable |
|
|
|
|
| Manager |
| % Climate |
|
Facility Location |
| Developed (1) |
| Built |
| Square Feet |
| Occupancy (2) |
| Units |
| Apartment (3) |
| Controlled (4) |
|
Santa Ana, CA |
| 2006 |
| 1984 |
| 65,528 |
| 72.5 | % | 742 |
| Y |
| 2.4 | % |
South Sacramento, CA |
| 2005 |
| 1979 |
| 52,290 |
| 60.5 | % | 434 |
| Y |
| 0.0 | % |
South Palmetto, CA |
| 1998 |
| 1982 |
| 80,505 |
| 70.1 | % | 820 |
| Y |
| 0.0 | % |
Spring Valley, CA |
| 2006 |
| 1980 |
| 55,070 |
| 57.9 | % | 718 |
| Y |
| 0.0 | % |
Sun City, CA |
| 1998 |
| 1989 |
| 38,435 |
| 70.1 | % | 383 |
| N |
| 0.0 | % |
Temecula I, CA |
| 1998 |
| 1985/2003 |
| 81,740 |
| 80.0 | % | 716 |
| Y |
| 46.4 | % |
Temecula II, CA |
| 2006 |
| 2003 |
| 84,580 |
| 42.0 | % | 723 |
| Y |
| 51.3 | % |
Thousand Palms, CA |
| 2006 |
| 1988/01 |
| 76,336 |
| 52.0 | % | 896 |
| Y |
| 60.7 | % |
Vista I, CA |
| 2001 |
| 1988 |
| 74,405 |
| 90.4 | % | 621 |
| Y |
| 0.0 | % |
Vista II, CA |
| 2005 |
| 2001/02/03 |
| 147,721 |
| 78.4 | % | 1293 |
| Y |
| 2.3 | % |
Walnut, CA |
| 2005 |
| 1987 |
| 50,708 |
| 85.6 | % | 539 |
| Y |
| 9.2 | % |
West Sacramento, CA |
| 2005 |
| 1984 |
| 39,715 |
| 88.2 | % | 488 |
| Y |
| 0.0 | % |
Westminster, CA |
| 2005 |
| 1983/98 |
| 68,048 |
| 93.2 | % | 572 |
| Y |
| 0.0 | % |
Yucaipa, CA |
| 1997 |
| 1989 |
| 77,560 |
| 69.4 | % | 671 |
| Y |
| 0.0 | % |
Aurora I, CO |
| 2005 |
| 1981 |
| 75,867 |
| 81.5 | % | 623 |
| Y |
| 0.0 | % |
Aurora II, CO |
| 2005 |
| 1984 |
| 57,753 |
| 89.6 | % | 475 |
| Y |
| 5.3 | % |
Aurora III, CO |
| 2005 |
| 1977 |
| 28,730 |
| 91.4 | % | 311 |
| Y |
| 0.0 | % |
Aurora IV, CO |
| 2006 |
| 1998/99 |
| 49,700 |
| 87.3 | % | 352 |
| Y |
| 0.0 | % |
Avon, CO |
| 2005 |
| 1989 |
| 28,227 |
| 91.5 | % | 387 |
| Y |
| 22.7 | % |
Boulder I, CO |
| 2006 |
| 1972/75/77 |
| 47,296 |
| 88.8 | % | 531 |
| Y |
| 0.0 | % |
Boulder II, CO |
| 2006 |
| 1983/84 |
| 101,245 |
| 90.9 | % | 1093 |
| Y |
| 0.0 | % |
Boulder III, CO |
| 2006 |
| 1974/78 |
| 80,174 |
| 82.9 | % | 781 |
| Y |
| 0.0 | % |
Boulder IV, CO |
| 2006 |
| 1983/98 |
| 95,148 |
| 94.0 | % | 715 |
| Y |
| 7.1 | % |
Colorado Springs, CO |
| 2005 |
| 1986 |
| 47,975 |
| 87.3 | % | 474 |
| Y |
| 0.0 | % |
Colorado Springs II, CO |
| 2006 |
| 2001 |
| 62,400 |
| 91.5 | % | 433 |
| Y |
| 0.0 | % |
Denver I, CO |
| 2005 |
| 1987 |
| 58,050 |
| 79.1 | % | 431 |
| Y |
| 4.4 | % |
Denver II, CO |
| 2006 |
| 1997 |
| 59,200 |
| 86.7 | % | 451 |
| Y |
| 0.0 | % |
Denver III, CO |
| 2006 |
| 1999 |
| 63,700 |
| 81.9 | % | 454 |
| Y |
| 0.0 | % |
Englewood, CO |
| 2005 |
| 1981 |
| 51,000 |
| 87.9 | % | 366 |
| Y |
| 0.0 | % |
Federal Heights, CO |
| 2005 |
| 1980 |
| 54,770 |
| 88.2 | % | 554 |
| Y |
| 0.0 | % |
Golden, CO |
| 2005 |
| 1985 |
| 87,832 |
| 90.7 | % | 645 |
| Y |
| 1.2 | % |
Littleton I , CO |
| 2005 |
| 1987 |
| 53,490 |
| 89.0 | % | 452 |
| Y |
| 37.4 | % |
Littleton II, CO |
| 2005 |
| 1982 |
| 46,175 |
| 90.4 | % | 363 |
| Y |
| 0.0 | % |
Northglenn, CO |
| 2005 |
| 1980 |
| 52,102 |
| 87.4 | % | 498 |
| Y |
| 0.0 | % |
Bloomfield, CT |
| 1997 |
| 1987/93/94 |
| 48,700 |
| 63.9 | % | 450 |
| Y |
| 6.6 | % |
Branford, CT |
| 1995 |
| 1986 |
| 49,079 |
| 91.3 | % | 433 |
| Y |
| 2.2 | % |
Bristol, CT |
| 2005 |
| 1989/99 |
| 47,825 |
| 83.4 | % | 479 |
| N |
| 22.6 | % |
East Windsor, CT |
| 2005 |
| 1986/89 |
| 45,900 |
| 68.7 | % | 309 |
| N |
| 0.0 | % |
Enfield, CT |
| 2001 |
| 1989 |
| 52,775 |
| 84.5 | % | 381 |
| Y |
| 0.0 | % |
Gales Ferry, CT |
| 1995 |
| 1987/89 |
| 54,230 |
| 70.6 | % | 599 |
| N |
| 7.5 | % |
Manchester I, CT (6) |
| 2002 |
| 1999/00/01 |
| 47,125 |
| 65.1 | % | 491 |
| N |
| 37.6 | % |
Manchester II, CT |
| 2005 |
| 1984 |
| 52,725 |
| 72.5 | % | 411 |
| N |
| 0.0 | % |
Milford, CT |
| 1994 |
| 1975 |
| 44,885 |
| 76.0 | % | 384 |
| Y |
| 4.0 | % |
Monroe, CT |
| 2005 |
| 1996/03 |
| 58,500 |
| 87.7 | % | 405 |
| N |
| 0.0 | % |
Mystic, CT |
| 1994 |
| 1975/86 |
| 50,800 |
| 67.0 | % | 538 |
| Y |
| 2.4 | % |
Newington I, CT † |
| 2005 |
| 1978/97 |
| 42,620 |
| 75.1 | % | 258 |
| N |
| 0.0 | % |
Newington II, CT |
| 2005 |
| 1979/81 |
| 35,810 |
| 88.1 | % | 213 |
| N |
| 0.0 | % |
Old Saybrook I, CT |
| 2005 |
| 1982/88/00 |
| 87,700 |
| 76.5 | % | 723 |
| N |
| 6.3 | % |
Old Saybrook II, CT |
| 2005 |
| 1988/02 |
| 26,425 |
| 84.4 | % | 257 |
| N |
| 55.3 | % |
South Windsor, CT |
| 1994 |
| 1976 |
| 71,725 |
| 66.4 | % | 557 |
| Y |
| 1.1 | % |
Stamford, CT |
| 2005 |
| 1997 |
| 28,957 |
| 95.1 | % | 367 |
| N |
| 32.8 | % |
Boca Raton, FL |
| 2001 |
| 1998 |
| 37,958 |
| 90.9 | % | 605 |
| N |
| 68.2 | % |
Boynton Beach I, FL |
| 2001 |
| 1999 |
| 62,013 |
| 87.4 | % | 812 |
| Y |
| 54.2 | % |
Boynton Beach II, FL |
| 2005 |
| 2001 |
| 61,841 |
| 79.2 | % | 601 |
| Y |
| 81.3 | % |
Bradenton I, FL |
| 2004 |
| 1979 |
| 68,502 |
| 53.8 | % | 659 |
| N |
| 2.8 | % |
Bradenton II, FL |
| 2004 |
| 1996 |
| 87,760 |
| 80.4 | % | 881 |
| Y |
| 40.0 | % |
Cape Coral, FL |
| 2000* |
| 2000 |
| 76,592 |
| 83.8 | % | 883 |
| Y |
| 83.5 | % |
Dania, FL |
| 1994 |
| 1988 |
| 58,270 |
| 98.4 | % | 498 |
| Y |
| 26.9 | % |
Dania Beach, FL (6) |
| 2004 |
| 1984 |
| 183,393 |
| 82.5 | % | 2011 |
| N |
| 20.7 | % |
Davie, FL |
| 2001* |
| 2001 |
| 81,035 |
| 85.9 | % | 853 |
| Y |
| 55.7 | % |
Deerfield Beach, FL |
| 1998* |
| 1998 |
| 57,600 |
| 80.6 | % | 526 |
| Y |
| 39.2 | % |
DeLand, FL |
| 1998 |
| 1987 |
| 37,552 |
| 87.1 | % | 401 |
| Y |
| 34.5 | % |
Delray Beach, FL |
| 2001 |
| 1999 |
| 67,809 |
| 90.6 | % | 821 |
| Y |
| 39.3 | % |
Fernandina Beach, FL |
| 1996 |
| 1986 |
| 111,030 |
| 74.7 | % | 897 |
| Y |
| 35.7 | % |
Ft. Lauderdale, FL |
| 1999 |
| 1999 |
| 70,596 |
| 90.9 | % | 703 |
| Y |
| 46.5 | % |
Ft. Myers, FL |
| 1998 |
| 1998 |
| 67,546 |
| 78.3 | % | 610 |
| Y |
| 67.0 | % |
Gulf Breeze, FL |
| 2005 |
| 1982/04 |
| 79,449 |
| 91.8 | % | 700 |
| N |
| 62.7 | % |
Jacksonville I, FL |
| 2005 |
| 2005 |
| 80,401 |
| 60.1 | % | 753 |
| N |
| 100.0 | % |
Jacksonville II, FL |
| 2007 |
| 2004 |
| 65,020 |
| 86.0 | % | 688 |
| N |
| 100.0 | % |
Jacksonville III, FL |
| 2007 |
| 2003 |
| 65,603 |
| 82.5 | % | 723 |
| N |
| 100.0 | % |
Jacksonville IV, FL |
| 2007 |
| 2006 |
| 78,604 |
| 33.9 | % | 756 |
| N |
| 100.0 | % |
Jacksonville V, FL |
| 2007 |
| 2004 |
| 81,860 |
| 73.1 | % | 753 |
| N |
| 82.3 | % |
Kendall, FL |
| 2007 |
| 2003 |
| 75,395 |
| 84.7 | % | 710 |
| N |
| 71.0 | % |
24
|
| Year Acquired/ |
| Year |
| Rentable |
|
|
|
|
| Manager |
| % Climate |
|
Facility Location |
| Developed (1) |
| Built |
| Square Feet |
| Occupancy (2) |
| Units |
| Apartment (3) |
| Controlled (4) |
|
Lake Worth, FL † |
| 1998 |
| 1998/02 |
| 163,683 |
| 82.0 | % | 1408 |
| Y |
| 36.4 | % |
Lakeland I, FL |
| 1994 |
| 1988 |
| 48,911 |
| 82.2 | % | 484 |
| Y |
| 79.6 | % |
Lakeland II, FL |
| 1996 |
| 1984 |
| 47,680 |
| 81.1 | % | 351 |
| Y |
| 19.0 | % |
Leesburg, FL |
| 1997 |
| 1988 |
| 59,840 |
| 82.4 | % | 484 |
| Y |
| 17.7 | % |
Lutz I, FL |
| 2004 |
| 2000 |
| 72,495 |
| 49.7 | % | 633 |
| Y |
| 34.1 | % |
Lutz II, FL |
| 2004 |
| 1999 |
| 69,292 |
| 70.3 | % | 536 |
| Y |
| 20.6 | % |
Margate I, FL † |
| 1994 |
| 1979/81 |
| 54,405 |
| 87.5 | % | 339 |
| N |
| 9.8 | % |
Margate II, FL † |
| 1996 |
| 1985 |
| 65,168 |
| 87.3 | % | 437 |
| Y |
| 28.8 | % |
Merrit Island, FL |
| 2000 |
| 2000 |
| 50,427 |
| 86.8 | % | 465 |
| Y |
| 56.8 | % |
Miami I, FL |
| 1995 |
| 1995 |
| 46,925 |
| 89.7 | % | 565 |
| Y |
| 52.2 | % |
Miami II, FL |
| 1994 |
| 1987 |
| 57,040 |
| 73.0 | % | 612 |
| Y |
| 0.0 | % |
Miami III, FL |
| 1994 |
| 1989 |
| 67,060 |
| 85.2 | % | 571 |
| Y |
| 8.0 | % |
Miami IV, FL |
| 1995 |
| 1987 |
| 58,315 |
| 86.1 | % | 614 |
| Y |
| 7.3 | % |
Miami V, FL |
| 1995 |
| 1976 |
| 78,465 |
| 79.2 | % | 344 |
| Y |
| 4.0 | % |
Miami VI, FL |
| 2005 |
| 1988/03 |
| 150,510 |
| 70.8 | % | 1518 |
| N |
| 86.8 | % |
Naples I, FL |
| 1996 |
| 1996 |
| 48,050 |
| 81.1 | % | 351 |
| Y |
| 26.6 | % |
Naples II, FL |
| 1997 |
| 1985 |
| 65,850 |
| 81.1 | % | 671 |
| Y |
| 44.6 | % |
Naples III, FL |
| 1997 |
| 1981/83 |
| 81,145 |
| 67.2 | % | 876 |
| Y |
| 24.3 | % |
Naples IV, FL |
| 1998 |
| 1990 |
| 40,975 |
| 67.8 | % | 458 |
| N |
| 43.4 | % |
Ocala, FL |
| 1994 |
| 1988 |
| 41,891 |
| 86.5 | % | 375 |
| Y |
| 9.8 | % |
Ocoee, FL |
| 2005 |
| 1997 |
| 76,250 |
| 87.7 | % | 652 |
| Y |
| 15.5 | % |
Orange City, FL |
| 2004 |
| 2001 |
| 59,636 |
| 80.5 | % | 669 |
| N |
| 39.2 | % |
Orlando I, FL (6) |
| 1997 |
| 1987 |
| 52,170 |
| 84.9 | % | 515 |
| Y |
| 4.9 | % |
Orlando II, FL |
| 2005 |
| 2002/04 |
| 62,864 |
| 89.9 | % | 592 |
| N |
| 74.1 | % |
Orlando III, FL |
| 2006 |
| 1988/90/96 |
| 104,165 |
| 77.3 | % | 796 |
| Y |
| 6.9 | % |
Oviedo, FL |
| 2006 |
| 1988/1991 |
| 49,256 |
| 80.2 | % | 444 |
| Y |
| 3.2 | % |
Pembroke Pines, FL |
| 1997 |
| 1997 |
| 67,337 |
| 88.8 | % | 718 |
| Y |
| 63.2 | % |
Royal Palm Beach I, FL † |
| 1994 |
| 1988 |
| 98,961 |
| 67.7 | % | 692 |
| Y |
| 54.5 | % |
Royal Palm Beach II, FL † |
| 2007 |
| 2004 |
| 81,515 |
| 73.5 | % | 817 |
| N |
| 82.3 | % |
Sanford, FL |
| 2006 |
| 1988/2006 |
| 61,810 |
| 90.4 | % | 452 |
| Y |
| 28.6 | % |
Sarasota, FL |
| 1998 |
| 1998 |
| 70,788 |
| 76.0 | % | 554 |
| Y |
| 42.3 | % |
St. Augustine, FL |
| 1996 |
| 1985 |
| 59,670 |
| 78.7 | % | 734 |
| Y |
| 29.9 | % |
Stuart I, FL |
| 1997 |
| 1986 |
| 41,324 |
| 78.7 | % | 542 |
| Y |
| 26.9 | % |
Stuart II, FL |
| 1997 |
| 1995 |
| 86,924 |
| 77.8 | % | 1007 |
| Y |
| 51.4 | % |
SW Ranches, FL |
| 2007 |
| 2004 |
| 64,955 |
| 80.1 | % | 650 |
| N |
| 85.3 | % |
Tampa I, FL |
| 1994 |
| 1987 |
| 60,700 |
| 86.6 | % | 421 |
| Y |
| 0.0 | % |
Tampa II, FL |
| 2001 |
| 1985 |
| 55,997 |
| 84.1 | % | 480 |
| Y |
| 17.1 | % |
Tampa III, FL |
| 2007 |
| 2001/2002 |
| 83,788 |
| 77.7 | % | 807 |
| N |
| 28.4 | % |
Vero Beach, FL |
| 1997 |
| 1986/1987 |
| 50,390 |
| 75.6 | % | 513 |
| N |
| 23.7 | % |
West Palm Beach I, FL |
| 2001 |
| 1997 |
| 67,973 |
| 84.0 | % | 1025 |
| Y |
| 47.2 | % |
West Palm Beach II, FL |
| 2004 |
| 1996 |
| 93,764 |
| 89.4 | % | 890 |
| Y |
| 74.4 | % |
Alpharetta, GA |
| 2001 |
| 1996 |
| 90,485 |
| 76.5 | % | 678 |
| Y |
| 75.1 | % |
Austell , GA |
| 2006 |
| 2000 |
| 83,615 |
| 74.2 | % | 676 |
| Y |
| 65.9 | % |
Decatur, GA |
| 1998 |
| 1986 |
| 148,480 |
| 82.9 | % | 1356 |
| Y |
| 3.1 | % |
Norcross, GA |
| 2001 |
| 1997 |
| 85,390 |
| 80.8 | % | 607 |
| Y |
| 55.3 | % |
Peachtree City, GA |
| 2001 |
| 1997 |
| 49,845 |
| 83.5 | % | 453 |
| N |
| 75.6 | % |
Smyrna, GA |
| 2001 |
| 2000 |
| 56,820 |
| 94.9 | % | 507 |
| Y |
| 100.0 | % |
Snellville, GA |
| 2007 |
| 1996/1997 |
| 79,950 |
| 89.9 | % | 772 |
| Y |
| 27.1 | % |
Suwanee I, GA |
| 2007 |
| 2000/2003 |
| 85,450 |
| 82.8 | % | 633 |
| Y |
| 28.6 | % |
Suwanee II, GA |
| 2007 |
| 2005 |
| 79,640 |
| 62.8 | % | 630 |
| N |
| 60.8 | % |
Addison, IL |
| 2004 |
| 1979 |
| 31,275 |
| 82.4 | % | 370 |
| Y |
| 0.0 | % |
Aurora, IL |
| 2004 |
| 1996 |
| 73,845 |
| 67.7 | % | 563 |
| Y |
| 6.9 | % |
Bartlett, IL |
| 2004 |
| 1987 |
| 51,525 |
| 81.6 | % | 414 |
| Y |
| 33.6 | % |
Bellwood, IL |
| 2001 |
| 1999 |
| 86,575 |
| 83.3 | % | 747 |
| Y |
| 52.2 | % |
Des Plaines, IL (6) |
| 2004 |
| 1978 |
| 74,600 |
| 79.4 | % | 644 |
| N |
| 0.0 | % |
Elk Grove Village, IL |
| 2004 |
| 1987 |
| 64,304 |
| 87.8 | % | 648 |
| Y |
| 5.6 | % |
Glenview, IL |
| 2004 |
| 1998 |
| 100,115 |
| 84.5 | % | 743 |
| Y |
| 100.0 | % |
Gurnee, IL |
| 2004 |
| 1987 |
| 80,300 |
| 78.3 | % | 728 |
| Y |
| 34.1 | % |
Hanover, IL |
| 2004 |
| 1987 |
| 41,174 |
| 92.7 | % | 419 |
| Y |
| 0.4 | % |
Harvey, IL |
| 2004 |
| 1987 |
| 60,315 |
| 90.0 | % | 584 |
| Y |
| 2.9 | % |
Joliet, IL |
| 2004 |
| 1993 |
| 74,350 |
| 52.6 | % | 480 |
| Y |
| 100.0 | % |
Kildeer, IL |
| 2004 |
| 1988 |
| 46,475 |
| 85.8 | % | 429 |
| Y |
| 0.0 | % |
Lombard, IL |
| 2004 |
| 1981 |
| 57,736 |
| 88.6 | % | 547 |
| Y |
| 9.9 | % |
Mount Prospect, IL |
| 2004 |
| 1979 |
| 65,000 |
| 81.3 | % | 603 |
| Y |
| 12.7 | % |
Mundelein, IL |
| 2004 |
| 1990 |
| 44,700 |
| 80.1 | % | 493 |
| Y |
| 8.9 | % |
North Chicago, IL |
| 2004 |
| 1985 |
| 53,300 |
| 83.5 | % | 435 |
| N |
| 0.0 | % |
Plainfield I, IL |
| 2004 |
| 1998 |
| 53,900 |
| 80.2 | % | 403 |
| N |
| 3.3 | % |
Plainfield II, IL |
| 2005 |
| 2000 |
| 52,100 |
| 64.2 | % | 357 |
| N |
| 22.7 | % |
Schaumburg, IL |
| 2004 |
| 1988 |
| 31,235 |
| 83.5 | % | 323 |
| N |
| 5.6 | % |
Streamwood, IL |
| 2004 |
| 1982 |
| 64,305 |
| 74.9 | % | 572 |
| N |
| 4.4 | % |
Warrensville, IL |
| 2005 |
| 1977/89 |
| 48,796 |
| 84.6 | % | 385 |
| N |
| 0.0 | % |
Waukegan, IL |
| 2004 |
| 1977 |
| 79,750 |
| 77.7 | % | 703 |
| Y |
| 8.4 | % |
West Chicago, IL |
| 2004 |
| 1979 |
| 48,475 |
| 80.6 | % | 435 |
| Y |
| 0.0 | % |
25
|
| Year Acquired/ |
| Year |
| Rentable |
|
|
|
|
| Manager |
| % Climate |
|
Facility Location |
| Developed (1) |
| Built |
| Square Feet |
| Occupancy (2) |
| Units |
| Apartment (3) |
| Controlled (4) |
|
Westmont, IL |
| 2004 |
| 1979 |
| 53,700 |
| 89.0 | % | 402 |
| Y |
| 0.0 | % |
Wheeling I, IL |
| 2004 |
| 1974 |
| 54,210 |
| 81.5 | % | 502 |
| Y |
| 0.0 | % |
Wheeling II, IL |
| 2004 |
| 1979 |
| 67,825 |
| 68.2 | % | 619 |
| Y |
| 7.3 | % |
Woodridge, IL |
| 2004 |
| 1987 |
| 50,725 |
| 91.3 | % | 472 |
| Y |
| 7.6 | % |
Indianapolis I, IN |
| 2004 |
| 1987 |
| 43,600 |
| 91.5 | % | 327 |
| N |
| 0.0 | % |
Indianapolis II, IN |
| 2004 |
| 1997 |
| 44,900 |
| 80.3 | % | 456 |
| Y |
| 15.6 | % |
Indianapolis III, IN |
| 2004 |
| 1999 |
| 60,850 |
| 83.3 | % | 501 |
| Y |
| 32.8 | % |
Indianapolis IV, IN |
| 2004 |
| 1976 |
| 68,250 |
| 77.8 | % | 615 |
| Y |
| 0.0 | % |
Indianapolis IX, IN |
| 2004 |
| 1976 |
| 61,732 |
| 83.7 | % | 549 |
| Y |
| 0.0 | % |
Indianapolis V, IN |
| 2004 |
| 1999 |
| 74,825 |
| 91.1 | % | 587 |
| Y |
| 33.6 | % |
Indianapolis VI, IN |
| 2004 |
| 1976 |
| 73,353 |
| 74.1 | % | 728 |
| Y |
| 0.0 | % |
Indianapolis VII, IN |
| 2004 |
| 1992 |
| 91,807 |
| 77.7 | % | 818 |
| Y |
| 6.4 | % |
Indianapolis VIII, IN |
| 2004 |
| 1975 |
| 80,140 |
| 71.1 | % | 721 |
| Y |
| 0.0 | % |
Baton Rouge I, LA |
| 1997 |
| 1980 |
| 55,474 |
| 92.2 | % | 464 |
| Y |
| 8.3 | % |
Baton Rouge II, LA |
| 1997 |
| 1980/1995 |
| 80,452 |
| 94.1 | % | 585 |
| Y |
| 40.4 | % |
Baton Rouge III, LA |
| 1997 |
| 1982 |
| 60,770 |
| 95.6 | % | 445 |
| Y |
| 10.3 | % |
Prairieville, LA |
| 1998 |
| 1991 |
| 28,319 |
| 83.5 | % | 341 |
| Y |
| 6.3 | % |
Slidell, LA |
| 2001 |
| 1998 |
| 79,540 |
| 94.5 | % | 523 |
| Y |
| 46.6 | % |
Boston, MA |
| 2002 |
| 2001 |
| 60,270 |
| 76.7 | % | 619 |
| Y |
| 100.0 | % |
Leominster, MA |
| 1998 |
| 1987/88/00 |
| 54,081 |
| 74.8 | % | 504 |
| Y |
| 38.5 | % |
Medford, MA |
| 2007 |
| 2001 |
| 58,577 |
| 72.5 | % | 653 |
| Y |
| 96.0 | % |
Baltimore, MD |
| 2001 |
| 1999/00 |
| 93,700 |
| 84.1 | % | 843 |
| Y |
| 45.5 | % |
California, MD |
| 2004 |
| 1998 |
| 77,678 |
| 83.8 | % | 761 |
| Y |
| 38.9 | % |
Gaithersburg, MD |
| 2005 |
| 1998 |
| 86,970 |
| 84.0 | % | 795 |
| Y |
| 41.7 | % |
Laurel, MD † |
| 2001 |
| 1978/99/00 |
| 162,297 |
| 92.4 | % | 1018 |
| Y |
| 41.0 | % |
Temple Hills, MD |
| 2001 |
| 2000 |
| 97,250 |
| 83.3 | % | 815 |
| Y |
| 68.8 | % |
Grand Rapids, MI |
| 1996 |
| 1976 |
| 87,031 |
| 72.8 | % | 526 |
| Y |
| 0.0 | % |
Portage, MI (6) |
| 1996 |
| 1980 |
| 50,280 |
| 82.3 | % | 387 |
| N |
| 0.0 | % |
Romulus, MI |
| 1997 |
| 1997 |
| 42,175 |
| 81.6 | % | 340 |
| Y |
| 7.5 | % |
Wyoming, MI |
| 1996 |
| 1987 |
| 91,283 |
| 80.5 | % | 635 |
| N |
| 0.0 | % |
Biloxi, MS |
| 1997 |
| 1978/93 |
| 66,394 |
| 85.4 | % | 594 |
| Y |
| 12.2 | % |
Gautier, MS |
| 1997 |
| 1981 |
| 35,925 |
| 83.5 | % | 305 |
| Y |
| 7.4 | % |
Gulfport I, MS |
| 1997 |
| 1970 |
| 68,320 |
| 83.2 | % | 494 |
| Y |
| 11.0 | % |
Gulfport II, MS |
| 1997 |
| 1986 |
| 64,445 |
| 92.6 | % | 448 |
| Y |
| 18.7 | % |
Gulfport III, MS |
| 1997 |
| 1977/93 |
| 61,251 |
| 83.7 | % | 517 |
| Y |
| 33.5 | % |
Waveland, MS |
| 1998 |
| 1982/83/84/93 |
| 57,096 |
| 64.8 | % | 466 |
| Y |
| 37.9 | % |
Belmont, NC |
| 2001 |
| 1996/97/98 |
| 80,512 |
| 91.8 | % | 605 |
| N |
| 25.2 | % |
Burlington I, NC |
| 2001 |
| 1990/91/93/94/98 |
| 109,545 |
| 73.2 | % | 966 |
| N |
| 0.7 | % |
Burlington II, NC |
| 2001 |
| 1991 |
| 42,280 |
| 77.3 | % | 397 |
| Y |
| 12.1 | % |
Cary, NC |
| 2001 |
| 1993/94/97 |
| 111,772 |
| 82.3 | % | 798 |
| N |
| 7.3 | % |
Charlotte, NC |
| 1999 |
| 1999 |
| 69,000 |
| 95.5 | % | 738 |
| Y |
| 52.8 | % |
Fayetteville I, NC |
| 1997 |
| 1981 |
| 41,450 |
| 97.9 | % | 347 |
| N |
| 0.0 | % |
Fayetteville II, NC |
| 1997 |
| 1993/95 |
| 54,225 |
| 97.1 | % | 547 |
| Y |
| 11.9 | % |
Raleigh, NC |
| 1998 |
| 1994/95 |
| 48,675 |
| 91.6 | % | 412 |
| Y |
| 8.2 | % |
Brick, NJ |
| 1994 |
| 1981 |
| 52,740 |
| 73.5 | % | 452 |
| N |
| 0.0 | % |
Clifton, NJ |
| 2005 |
| 2001 |
| 105,550 |
| 85.7 | % | 1015 |
| Y |
| 85.5 | % |
Cranford, NJ |
| 1994 |
| 1987 |
| 91,250 |
| 82.4 | % | 846 |
| Y |
| 7.9 | % |
East Hanover, NJ |
| 1994 |
| 1983 |
| 107,679 |
| 62.5 | % | 1013 |
| N |
| 1.6 | % |
Elizabeth, NJ |
| 2005 |
| 1925/97 |
| 38,892 |
| 56.5 | % | 677 |
| N |
| 0.0 | % |
Fairview, NJ |
| 1997 |
| 1989 |
| 27,676 |
| 87.3 | % | 449 |
| N |
| 100.0 | % |
Hamilton, NJ |
| 2006 |
| 1990 |
| 70,550 |
| 58.9 | % | 622 |
| Y |
| 0.0 | % |
Hoboken, NJ |
| 2005 |
| 1945/97 |
| 34,280 |
| 85.0 | % | 745 |
| N |
| 100.0 | % |
Jersey City, NJ |
| 1994 |
| 1985 |
| 91,361 |
| 81.3 | % | 1093 |
| Y |
| 0.0 | % |
Linden I, NJ |
| 1994 |
| 1983 |
| 95,575 |
| 73.6 | % | 1059 |
| N |
| 2.9 | % |
Linden II, NJ † |
| 1994 |
| 1982 |
| 35,800 |
| 92.5 | % | 23 |
| N |
| 0.0 | % |
Morris Township, NJ (5) |
| 1997 |
| 1972 |
| 75,576 |
| 69.9 | % | 595 |
| Y |
| 1.2 | % |
Parsippany, NJ |
| 1997 |
| 1981 |
| 66,325 |
| 81.0 | % | 605 |
| Y |
| 6.9 | % |
Randolph, NJ |
| 2002 |
| 1998/99 |
| 52,565 |
| 76.8 | % | 593 |
| Y |
| 81.5 | % |
Sewell, NJ |
| 2001 |
| 1984/98 |
| 57,767 |
| 67.6 | % | 479 |
| N |
| 5.0 | % |
Albuquerque I, NM |
| 2005 |
| 1985 |
| 65,927 |
| 86.7 | % | 607 |
| Y |
| 3.2 | % |
Albuquerque II, NM |
| 2005 |
| 1985 |
| 58,834 |
| 89.2 | % | 547 |
| Y |
| 4.2 | % |
Albuquerque III, NM |
| 2005 |
| 1978 |
| 41,016 |
| 93.6 | % | 455 |
| N |
| 4.3 | % |
Albuquerque IV, NM |
| 2005 |
| 1986 |
| 57,536 |
| 87.4 | % | 535 |
| Y |
| 4.7 | % |
Albuquerque V, NM |
| 2006 |
| 1994 |
| 52,217 |
| 91.0 | % | 424 |
| Y |
| 10.2 | % |
Carlsbad, NM |
| 2005 |
| 1975 |
| 39,999 |
| 97.8 | % | 343 |
| Y |
| 0.0 | % |
Deming, NM |
| 2005 |
| 1973/83 |
| 33,005 |
| 81.9 | % | 246 |
| Y |
| 0.0 | % |
Las Cruces, NM |
| 2005 |
| 1984 |
| 43,850 |
| 85.7 | % | 401 |
| Y |
| 3.0 | % |
Lovington, NM |
| 2005 |
| 1975 |
| 15,751 |
| 95.2 | % | 264 |
| Y |
| 0.0 | % |
Silver City, NM |
| 2005 |
| 1972 |
| 26,875 |
| 91.8 | % | 255 |
| Y |
| 0.0 | % |
Truth or Consequences, NM |
| 2005 |
| 1977/99/00 |
| 24,010 |
| 92.3 | % | 170 |
| Y |
| 0.0 | % |
Las Vegas I, NV † |
| 2006 |
| 1986 |
| 50,882 |
| 80.6 | % | 402 |
| Y |
| 5.0 | % |
Las Vegas II, NV |
| 2006 |
| 1997 |
| 49,000 |
| 85.4 | % | 538 |
| Y |
| 76.5 | % |
Endicott, NY |
| 2005 |
| 1989 |
| 35,930 |
| 90.8 | % | 296 |
| Y |
| 0.0 | % |
26
|
| Year Acquired/ |
| Year |
| Rentable |
|
|
|
|
| Manager |
| % Climate |
|
Facility Location |
| Developed (1) |
| Built |
| Square Feet |
| Occupancy (2) |
| Units |
| Apartment (3) |
| Controlled (4) |
|
Jamaica, NY |
| 2001 |
| 2000 |
| 89,455 |
| 75.7 | % | 924 |
| Y |
| 100.0 | % |
New Rochelle, NY † |
| 2005 |
| 1998 |
| 48,431 |
| 94.2 | % | 407 |
| N |
| 15.0 | % |
North Babylon, NY |
| 1998 |
| 1988/99 |
| 78,338 |
| 83.5 | % | 652 |
| N |
| 9.2 | % |
Riverhead, NY |
| 2005 |
| 1985/86/99 |
| 38,690 |
| 91.0 | % | 341 |
| N |
| 0.0 | % |
Southold, NY † |
| 2005 |
| 1989 |
| 58,609 |
| 79.0 | % | 588 |
| N |
| 3.1 | % |
Boardman, OH |
| 1980 |
| 1980/89 |
| 65,495 |
| 70.5 | % | 532 |
| Y |
| 24.0 | % |
Brecksville, OH |
| 1998 |
| 1970/89 |
| 58,452 |
| 88.5 | % | 448 |
| Y |
| 25.2 | % |
Canton I, OH |
| 2005 |
| 1979/87 |
| 39,750 |
| 72.4 | % | 416 |
| N |
| 0.0 | % |
Canton II, OH |
| 2005 |
| 1997 |
| 26,200 |
| 90.3 | % | 197 |
| N |
| 0.0 | % |
Centerville I, OH |
| 2004 |
| 1976 |
| 86,390 |
| 73.2 | % | 640 |
| Y |
| 0.0 | % |
Centerville II, OH |
| 2004 |
| 1976 |
| 43,400 |
| 66.1 | % | 308 |
| N |
| 0.0 | % |
Cleveland I, OH |
| 2005 |
| 1997/99 |
| 45,950 |
| 86.9 | % | 341 |
| Y |
| 4.9 | % |
Cleveland II, OH |
| 2005 |
| 2000 |
| 58,450 |
| 64.1 | % | 582 |
| Y |
| 0.0 | % |
Columbus, OH |
| 2006 |
| 1999 |
| 66,875 |
| 71.9 | % | 600 |
| Y |
| 28.1 | % |
Dayton I, OH |
| 2004 |
| 1978 |
| 43,100 |
| 78.0 | % | 345 |
| N |
| 0.0 | % |
Dayton II, OH |
| 2005 |
| 1989/00 |
| 48,149 |
| 90.1 | % | 387 |
| Y |
| 1.7 | % |
Euclid I, OH |
| 1988* |
| 1988 |
| 46,910 |
| 83.6 | % | 438 |
| Y |
| 22.2 | % |
Euclid II, OH |
| 1988* |
| 1988 |
| 47,275 |
| 87.6 | % | 378 |
| Y |
| 0.0 | % |
Grove City, OH |
| 2006 |
| 1997 |
| 89,290 |
| 80.5 | % | 776 |
| Y |
| 16.9 | % |
Hilliard, OH |
| 2006 |
| 1995 |
| 89,715 |
| 67.1 | % | 780 |
| Y |
| 24.5 | % |
Hudson, OH † |
| 1998 |
| 1987 |
| 65,240 |
| 82.7 | % | 393 |
| N |
| 9.3 | % |
Lakewood, OH |
| 1989* |
| 1989 |
| 39,267 |
| 82.3 | % | 467 |
| Y |
| 24.5 | % |
Louisville, OH |
| 2005 |
| 1988/90 |
| 53,960 |
| 79.1 | % | 387 |
| N |
| 0.0 | % |
Marblehead, OH |
| 2005 |
| 1988/98 |
| 52,300 |
| 75.9 | % | 386 |
| Y |
| 0.0 | % |
Mason, OH |
| 1998 |
| 1981 |
| 33,900 |
| 90.0 | % | 283 |
| Y |
| 0.0 | % |
Mentor, OH |
| 2005 |
| 1983/99 |
| 51,275 |
| 80.7 | % | 369 |
| N |
| 16.1 | % |
Miamisburg, OH |
| 2004 |
| 1975 |
| 59,930 |
| 78.7 | % | 432 |
| Y |
| 0.0 | % |
Middleburg Heights, OH |
| 1980* |
| 1980 |
| 93,025 |
| 84.3 | % | 694 |
| Y |
| 3.8 | % |
North Canton I, OH |
| 1979* |
| 1979 |
| 45,400 |
| 83.5 | % | 321 |
| Y |
| 0.0 | % |
North Canton II, OH |
| 1983* |
| 1983 |
| 44,180 |
| 84.3 | % | 351 |
| Y |
| 15.8 | % |
North Olmsted I, OH |
| 1979* |
| 1979 |
| 48,665 |
| 89.1 | % | 442 |
| Y |
| 7.0 | % |
North Olmsted II, OH |
| 1988* |
| 1988 |
| 47,850 |
| 88.7 | % | 398 |
| Y |
| 14.2 | % |
North Randall, OH |
| 1998* |
| 1998/02 |
| 80,099 |
| 87.0 | % | 792 |
| N |
| 90.8 | % |
Perry, OH |
| 2005 |
| 1992/97 |
| 63,850 |
| 79.1 | % | 425 |
| Y |
| 0.0 | % |
Reynoldsburg, OH |
| 2006 |
| 1979 |
| 67,545 |
| 68.2 | % | 669 |
| Y |
| 0.0 | % |
Strongsville, OH |
| 2007 |
| 1978 |
| 43,727 |
| 80.8 | % | 399 |
| Y |
| 100.0 | % |
Warrensville Heights, OH |
| 1980* |
| 1980/82/98 |
| 90,331 |
| 80.8 | % | 734 |
| Y |
| 0.0 | % |
Westlake, OH |
| 2005 |
| 2001 |
| 62,750 |
| 89.8 | % | 455 |
| Y |
| 6.1 | % |
Willoughby, OH |
| 2005 |
| 1997 |
| 34,454 |
| 79.5 | % | 269 |
| Y |
| 10.0 | % |
Youngstown, OH |
| 1977* |
| 1977 |
| 65,950 |
| 83.9 | % | 530 |
| Y |
| 1.2 | % |
Levittown, PA |
| 2001 |
| 2000 |
| 76,230 |
| 81.0 | % | 667 |
| Y |
| 36.3 | % |
Philadelphia, PA |
| 2001 |
| 1999 |
| 100,347 |
| 77.5 | % | 942 |
| N |
| 29.8 | % |
Alcoa, TN |
| 2005 |
| 1986 |
| 42,325 |
| 86.7 | % | 364 |
| Y |
| 0.0 | % |
Antioch, TN |
| 2005 |
| 1985/98 |
| 76,150 |
| 91.9 | % | 602 |
| Y |
| 8.2 | % |
Cordova I, TN |
| 2005 |
| 1987 |
| 54,225 |
| 88.2 | % | 388 |
| Y |
| 0.0 | % |
Cordova II, TN |
| 2006 |
| 1995 |
| 67,600 |
| 86.7 | % | 720 |
| Y |
| 7.2 | % |
Knoxville I, TN |
| 1997 |
| 1984 |
| 29,377 |
| 89.3 | % | 296 |
| Y |
| 6.8 | % |
Knoxville II, TN |
| 1997 |
| 1985 |
| 38,000 |
| 87.7 | % | 340 |
| Y |
| 6.9 | % |
Knoxville III, TN |
| 1998 |
| 1991 |
| 45,736 |
| 85.3 | % | 452 |
| Y |
| 6.9 | % |
Knoxville IV, TN |
| 1998 |
| 1983 |
| 58,852 |
| 82.2 | % | 440 |
| N |
| 1.1 | % |
Knoxville V, TN |
| 1998 |
| 1977 |
| 42,790 |
| 94.8 | % | 372 |
| N |
| 0.0 | % |
Knoxville VI, TN |
| 2005 |
| 1975 |
| 63,440 |
| 79.5 | % | 587 |
| Y |
| 0.0 | % |
Knoxville VII, TN |
| 2005 |
| 1983 |
| 54,994 |
| 84.1 | % | 448 |
| Y |
| 0.0 | % |
Knoxville VIII, TN |
| 2005 |
| 1978 |
| 96,518 |
| 79.1 | % | 771 |
| Y |
| 0.0 | % |
Memphis I, TN |
| 2001 |
| 1999 |
| 91,300 |
| 92.6 | % | 700 |
| N |
| 51.3 | % |
Memphis II, TN |
| 2001 |
| 2000 |
| 71,960 |
| 84.7 | % | 560 |
| N |
| 46.3 | % |
Memphis III, TN |
| 2005 |
| 1983 |
| 41,137 |
| 87.3 | % | 356 |
| Y |
| 6.9 | % |
Memphis IV, TN |
| 2005 |
| 1986 |
| 38,750 |
| 86.9 | % | 326 |
| Y |
| 7.9 | % |
Memphis V, TN |
| 2005 |
| 1981 |
| 60,370 |
| 84.2 | % | 499 |
| Y |
| 0.0 | % |
Memphis VI, TN |
| 2006 |
| 1985/93 |
| 109,317 |
| 79.4 | % | 873 |
| Y |
| 3.2 | % |
Memphis VII, TN |
| 2006 |
| 1980/85 |
| 115,303 |
| 77.6 | % | 582 |
| Y |
| 0.0 | % |
Memphis VIII, TN † |
| 2006 |
| 1990 |
| 96,060 |
| 70.3 | % | 562 |
| Y |
| 0.0 | % |
Nashville I, TN |
| 2005 |
| 1984 |
| 106,930 |
| 65.8 | % | 700 |
| Y |
| 0.0 | % |
Nashville II, TN |
| 2005 |
| 1986/00 |
| 83,274 |
| 86.5 | % | 633 |
| Y |
| 6.5 | % |
Nashville III, TN |
| 2006 |
| 1985 |
| 99,600 |
| 75.0 | % | 638 |
| Y |
| 5.1 | % |
Nashville IV, TN |
| 2006 |
| 1986/00 |
| 102,425 |
| 88.6 | % | 721 |
| Y |
| 7.0 | % |
Austin I, TX |
| 2005 |
| 2001 |
| 59,520 |
| 70.3 | % | 547 |
| Y |
| 59.1 | % |
Austin II, TX |
| 2006 |
| 2000/03 |
| 65,401 |
| 94.8 | % | 594 |
| Y |
| 38.8 | % |
Austin III, TX |
| 2006 |
| 2004 |
| 71,030 |
| 79.7 | % | 581 |
| Y |
| 84.9 | % |
Baytown, TX |
| 2005 |
| 1981 |
| 38,950 |
| 92.2 | % | 365 |
| Y |
| 0.0 | % |
Bryan, TX |
| 2005 |
| 1994 |
| 60,450 |
| 78.9 | % | 495 |
| Y |
| 0.0 | % |
College Station, TX |
| 2005 |
| 1993 |
| 26,550 |
| 88.7 | % | 346 |
| N |
| 0.0 | % |
Dallas, TX |
| 2005 |
| 2000 |
| 58,707 |
| 79.2 | % | 552 |
| Y |
| 26.3 | % |
27
|
| Year Acquired/ |
| Year |
| Rentable |
|
|
|
|
| Manager |
| % Climate |
|
Facility Location |
| Developed (1) |
| Built |
| Square Feet |
| Occupancy (2) |
| Units |
| Apartment (3) |
| Controlled (4) |
|
Denton, TX |
| 2006 |
| 1996 |
| 60,836 |
| 83.8 | % | 514 |
| Y |
| 3.9 | % |
El Paso I, TX |
| 2005 |
| 1980 |
| 59,864 |
| 87.7 | % | 515 |
| Y |
| 0.9 | % |
El Paso II, TX |
| 2005 |
| 1980 |
| 48,692 |
| 84.8 | % | 415 |
| Y |
| 0.0 | % |
El Paso III, TX |
| 2005 |
| 1980 |
| 71,276 |
| 87.7 | % | 611 |
| Y |
| 2.0 | % |
El Paso IV, TX |
| 2005 |
| 1983 |
| 48,962 |
| 78.0 | % | 383 |
| Y |
| 4.6 | % |
El Paso V, TX |
| 2005 |
| 1982 |
| 62,825 |
| 85.4 | % | 395 |
| Y |
| 0.0 | % |
El Paso VI, TX |
| 2005 |
| 1985 |
| 36,620 |
| 81.0 | % | 264 |
| Y |
| 0.0 | % |
El Paso VII, TX † |
| 2005 |
| 1982 |
| 34,545 |
| 80.8 | % | 17 |
| N |
| 0.0 | % |
Fort Worth I, TX |
| 2005 |
| 2000 |
| 49,778 |
| 72.7 | % | 405 |
| Y |
| 27.0 | % |
Fort Worth II, TX |
| 2006 |
| 2003 |
| 72,925 |
| 75.7 | % | 668 |
| Y |
| 49.0 | % |
Frisco I, TX |
| 2005 |
| 1996 |
| 50,854 |
| 89.8 | % | 443 |
| Y |
| 17.5 | % |
Frisco II, TX |
| 2005 |
| 1998/02 |
| 71,339 |
| 78.1 | % | 519 |
| Y |
| 22.4 | % |
Frisco III, TX |
| 2006 |
| 2004 |
| 72,275 |
| 66.5 | % | 594 |
| Y |
| 87.5 | % |
Garland I, TX |
| 2006 |
| 1991 |
| 70,000 |
| 83.5 | % | 682 |
| Y |
| 4.6 | % |
Garland II, TX |
| 2006 |
| 2004 |
| 68,475 |
| 69.1 | % | 476 |
| Y |
| 39.7 | % |
Greenville I, TX |
| 2005 |
| 2001/04 |
| 59,385 |
| 90.7 | % | 452 |
| Y |
| 28.8 | % |
Greenville II, TX |
| 2005 |
| 2001 |
| 44,900 |
| 71.8 | % | 318 |
| N |
| 36.3 | % |
Houston I, TX |
| 2005 |
| 1981 |
| 101,350 |
| 93.9 | % | 635 |
| Y |
| 0.0 | % |
Houston II, TX |
| 2005 |
| 1977 |
| 71,300 |
| 88.3 | % | 389 |
| Y |
| 0.0 | % |
Houston III, TX |
| 2005 |
| 1984 |
| 60,820 |
| 88.0 | % | 479 |
| Y |
| 4.0 | % |
Houston IV, TX |
| 2005 |
| 1987 |
| 43,775 |
| 94.7 | % | 378 |
| Y |
| 6.2 | % |
Houston V, TX † |
| 2006 |
| 1980/1997 |
| 127,145 |
| 79.0 | % | 1016 |
| Y |
| 54.7 | % |
Keller, TX |
| 2006 |
| 2000 |
| 61,885 |
| 96.9 | % | 488 |
| Y |
| 21.1 | % |
La Porte, TX |
| 2005 |
| 1984 |
| 45,100 |
| 86.3 | % | 434 |
| Y |
| 18.6 | % |
Lewisville, TX |
| 2006 |
| 1996 |
| 58,465 |
| 82.8 | % | 439 |
| Y |
| 19.3 | % |
Mansfield, TX |
| 2006 |
| 2003 |
| 63,025 |
| 83.9 | % | 501 |
| Y |
| 38.4 | % |
McKinney I, TX |
| 2005 |
| 1996 |
| 47,020 |
| 96.7 | % | 370 |
| Y |
| 9.2 | % |
McKinney II, TX |
| 2006 |
| 1996 |
| 70,050 |
| 92.7 | % | 540 |
| Y |
| 46.3 | % |
North Richland Hills, TX |
| 2005 |
| 2002 |
| 57,025 |
| 78.3 | % | 451 |
| Y |
| 47.4 | % |
Roanoke, TX |
| 2005 |
| 1996/01 |
| 59,400 |
| 93.3 | % | 455 |
| Y |
| 30.1 | % |
San Antonio I, TX |
| 2005 |
| 2005 |
| 75,270 |
| 39.4 | % | 584 |
| Y |
| 78.8 | % |
San Antonio II, TX |
| 2006 |
| 2005 |
| 73,205 |
| 62.3 | % | 672 |
| N |
| 82.3 | % |
San Antonio III, TX |
| 2007 |
| 2006 |
| 72,525 |
| 49.6 | % | 579 |
| N |
| 87.1 | % |
Sherman I, TX |
| 2005 |
| 1998 |
| 55,050 |
| 85.5 | % | 514 |
| Y |
| 20.8 | % |
Sherman II, TX |
| 2005 |
| 1996 |
| 48,425 |
| 85.2 | % | 392 |
| Y |
| 30.9 | % |
Spring, TX |
| 2006 |
| 1980/86 |
| 72,801 |
| 88.2 | % | 536 |
| Y |
| 14.2 | % |
Murray I, UT |
| 2005 |
| 1976 |
| 60,280 |
| 93.1 | % | 679 |
| Y |
| 0.0 | % |
Murray II, UT † |
| 2005 |
| 1978 |
| 71,421 |
| 98.0 | % | 384 |
| Y |
| 2.6 | % |
Salt Lake City I, UT |
| 2005 |
| 1976 |
| 56,446 |
| 88.5 | % | 763 |
| Y |
| 0.0 | % |
Salt Lake City II, UT |
| 2005 |
| 1978 |
| 53,676 |
| 94.6 | % | 510 |
| Y |
| 0.0 | % |
Fredericksburg I, VA |
| 2005 |
| 2001/04 |
| 69,450 |
| 62.6 | % | 634 |
| N |
| 21.5 | % |
Fredericksburg II, VA |
| 2005 |
| 1998/01 |
| 61,493 |
| 56.7 | % | 580 |
| N |
| 100.0 | % |
Milwaukee, WI |
| 2004 |
| 1988 |
| 58,515 |
| 84.1 | % | 486 |
| Y |
| 0.0 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total/Weighted Average (409 facilities) |
|
|
| 26,119,184 |
| 79.5 | % | 229,851 |
|
|
|
|
|
* Denotes facilities developed by us.
† Denotes facilities that contain a significant amount of commercial rentable square footage. All of this commercial space, which was developed in conjunction with the self-storage units, is located within or adjacent to our self-storage facilities and is managed by our self-storage facility managers. As of December 31, 2007, there was an aggregate of approximately 753,000 rentable square feet of commercial space at these facilities.
(1) Represents the year acquired for those facilities acquired from a third party or the year developed for those facilities developed by us.
(2) Represents occupied square feet divided by total rentable square feet at December 31, 2007.
(3) Indicates whether a facility has an on-site apartment where a manager resides.
(4) Represents the percentage of rentable square feet in climate-controlled units.
(5) We do not own the land at this facility. We leased the land pursuant to a ground lease.
Year | ||||||||||||||||||||||||||
Acquired/ | Year | Rentable | Manager | % Climate | ||||||||||||||||||||||
Facility Location | Developed(1) | Built | Square Feet | Occupancy(2) | Units | Apartment(3) | Controlled(4) | |||||||||||||||||||
Mobile I, AL † | 1997 | 1987 | 65,256 | 89.9% | 490 | N | 7.4% | |||||||||||||||||||
Mobile II, AL † | 1997 | 1974/90 | 126,050 | 75.8% | 794 | N | 1.3% | |||||||||||||||||||
Mobile III, AL | 1998 | 1988/94 | 43,325 | 92.1% | 371 | Y | 33.8% | |||||||||||||||||||
Chandler, AZ | 2005 | 1985 | 47,888 | 85.9% | 520 | Y | 0.0% | |||||||||||||||||||
Glendale, AZ | 1998 | 1987 | 56,580 | 87.7% | 575 | Y | 0.0% | |||||||||||||||||||
Green Valley, AZ | 2005 | 1985 | 25,400 | 83.0% | 280 | N | 8.0% | |||||||||||||||||||
Scottsdale, AZ | 1998 | 1995 | 81,300 | 88.4% | 608 | Y | 10.9% | |||||||||||||||||||
Tempe, AZ | 2005 | 1975 | 53,525 | 84.5% | 408 | Y | 14.0% | |||||||||||||||||||
Tucson I, AZ | 1998 | 1974 | 60,000 | 91.4% | 504 | Y | 0.0% | |||||||||||||||||||
Tucson II, AZ | 1998 | 1988 | 44,150 | 84.0% | 536 | Y | 100.0% | |||||||||||||||||||
Tucson III, AZ | 2005 | 1979 | 49,858 | 86.3% | 579 | N | 0.0% | |||||||||||||||||||
Tucson IV, AZ | 2005 | 1982 | 48,372 | 89.9% | 553 | Y | 0.0% | |||||||||||||||||||
Tucson IX, AZ | 2005 | 1984 | 68,866 | 89.1% | 662 | Y | 0.0% | |||||||||||||||||||
Tucson V, AZ | 2005 | 1982 | 45,428 | 85.2% | 467 | Y | 0.0% | |||||||||||||||||||
Tucson VI, AZ | 2005 | 1982 | 41,028 | 91.5% | 457 | Y | 0.0% | |||||||||||||||||||
Tucson VII, AZ | 2005 | 1982 | 52,838 | 92.4% | 640 | Y | 0.0% | |||||||||||||||||||
Tucson VIII, AZ | 2005 | 1979 | 46,850 | 85.7% | 525 | Y | 0.0% | |||||||||||||||||||
Tucson X, AZ | 2005 | 1981 | 46,550 | 84.1% | 496 | N | 0.0% | |||||||||||||||||||
Tucson XI, AZ | 2005 | 1974 | 43,100 | 88.9% | 471 | Y | 0.0% | |||||||||||||||||||
Tucson XII, AZ | 2005 | 1974 | 42,772 | 89.1% | 516 | N | 0.0% | |||||||||||||||||||
Tucson XIII, AZ | 2005 | 1974 | 46,192 | 89.4% | 591 | Y | 0.0% | |||||||||||||||||||
Tucson XIV, AZ | 2005 | 1976 | 49,595 | 87.2% | 590 | Y | 9.0% | |||||||||||||||||||
Tucson XV, AZ † | 2005 | 1985 | 66,510 | 87.3% | 62 | N | 0.0% | |||||||||||||||||||
Tucson XVI, AZ † | 2005 | 1984 | 63,018 | 77.5% | 46 | N | 0.0% | |||||||||||||||||||
Apple Valley I, CA | 1997 | 1984 | 73,580 | 74.3% | 620 | Y | 0.0% | |||||||||||||||||||
Apple Valley II, CA | 1997 | 1988 | 62,325 | 79.2% | 511 | Y | 5.3% | |||||||||||||||||||
Benicia, CA | 2005 | 1988/93/05 | 75,040 | 70.4% | 612 | Y | 0.0% | |||||||||||||||||||
Bloomington I, CA | 1997 | 1987 | 31,246 | 75.8% | 226 | N | 0.0% | |||||||||||||||||||
Bloomington II, CA † | 1997 | 1987 | 26,060 | 100.0% | 22 | N | 0.0% | |||||||||||||||||||
Citrus Heights, CA | 2005 | 1987 | 75,906 | 71.0% | 696 | Y | 0.0% | |||||||||||||||||||
Diamond Bar, CA | 2005 | 1988 | 105,685 | 84.1% | 919 | Y | 0.0% | |||||||||||||||||||
Fallbrook, CA | 1997 | 1985/88 | 46,534 | 86.8% | 430 | Y | 0.0% | |||||||||||||||||||
Hemet, CA | 1997 | 1989 | 66,260 | 94.5% | 454 | Y | 0.0% | |||||||||||||||||||
Highland, CA | 1997 | 1987 | 74,951 | 77.7% | 848 | Y | 0.0% | |||||||||||||||||||
Lancaster, CA | 2001 | 1987 | 60,875 | 78.2% | 416 | Y | 0.0% | |||||||||||||||||||
Murrieta, CA | 2005 | 1996 | 50,309 | 82.8% | 492 | Y | 0.0% | |||||||||||||||||||
North Highlands, CA | 2005 | 1980 | 57,219 | 76.6% | 497 | Y | 0.0% | |||||||||||||||||||
Ontario, CA | 1998 | 1982 | 80,280 | 71.1% | 840 | Y | 0.0% | |||||||||||||||||||
Orangevale, CA | 2005 | 1980 | 50,892 | 82.0% | 580 | Y | 0.0% | |||||||||||||||||||
Pleasanton, CA | 2005 | 2003 | 83,676 | 58.2% | 639 | Y | 0.0% | |||||||||||||||||||
Rancho Cordova, CA | 2005 | 1979 | 54,128 | 78.3% | 486 | Y | 0.0% |
26
Year Acquired/ Year Rentable Manager % Climate Developed(1) Built Square Feet Occupancy(2) Units Apartment(3) Controlled(4) Redlands, CA 1997 1985 63,005 83.9% 563 N 0.0% Rialto, CA 1997 1987 100,083 71.5% 808 Y 0.0% Riverside I, CA 1997 1989 28,860 79.2% 249 N 0.0% Riverside II, CA † 1997 1989 21,880 100.0% 20 N 0.0% Riverside III, CA 1998 1989 46,920 88.6% 384 Y 0.0% Roseville, CA 2005 1979 60,144 84.9% 594 Y 0.0% Sacramento I, CA 2005 1979 56,724 70.4% 565 Y 0.0% Sacramento II, CA 2005 1986 62,090 67.7% 585 Y 0.0% San Bernardino I, CA 1997 1985 46,600 75.5% 453 Y 5.3% San Bernardino II, CA 1997 1987 83,418 62.7% 625 Y 2.0% San Bernardino III, CA 1997 1987 32,102 89.6% 246 N 0.0% San Bernardino IV, CA 1997 1989 57,400 73.1% 591 Y 0.0% San Bernardino V, CA 1997 1991 41,781 81.0% 408 Y 0.0% San Bernardino VI, CA 1997 1985/92 35,007 72.5% 413 N 0.0% San Bernardino VII, CA 2005 2002/04 83,756 73.5% 636 Y 11.8% San Marcos, CA 2005 1979 37,620 80.2% 252 Y 0.0% South Sacramento, CA 2005 1979 51,890 53.2% 435 Y 0.0% Sun City, CA 1998 1989 38,635 81.1% 305 N 0.0% Temecula I, CA 1998 1985 39,725 92.5% 316 N 0.0% Temecula II, CA 2003 * 2003 42,475 76.8% 392 Y 89.5% Vista I, CA 2001 1988 74,781 90.2% 614 Y 0.0% Vista II, CA 2005 2001/02/03 147,991 72.2% 1330 Y 3.6% Walnut, CA 2005 1987 50,934 85.1% 541 Y 0.0% Westminster, CA 2005 1983/98 70,213 87.4% 650 Y 0.0% W. Sacramento, CA 2005 1984 39,955 88.6% 487 Y 0.0% Yucaipa, CA 1997 1989 78,444 76.7% 680 Y 0.0% Aurora I, CO 2005 1981 74,817 70.5% 641 Y 0.0% Aurora II, CO 2005 1984 57,454 73.8% 514 Y 0.0% Aurora III, CO 2005 1977 33,410 72.5% 317 Y 0.0% Avon, CO 2005 1989 28,175 96.6% 397 Y 0.0% Colorado Springs, CO 2005 1986 48,005 78.3% 513 Y 0.0% Denver, CO 2005 1987 57,145 85.5% 453 Y 0.0% Englewood, CO 2005 1981 51,230 87.7% 372 Y 0.0% Federal Heights, CO 2005 1980 55,080 69.8% 576 Y 0.0% Golden, CO 2005 1985 88,792 74.8% 648 Y 0.0% Littleton I , CO 2005 1987 53,690 85.4% 457 Y 38.0% Littleton II, CO 2005 1982 46,315 87.8% 365 Y 0.0% Northglenn, CO 2005 1980 52,302 77.0% 500 Y 0.0% Bloomfield, CT 1997 1987/93/94 48,900 61.9% 455 Y 6.6% Branford, CT 1995 1986 51,079 78.3% 438 Y 2.2% Bristol, CT 2005 1989/99 53,625 87.9% 504 N 22.4% East Windsor, CT 2005 1986/89 46,100 62.9% 326 N 0.0% Enfield, CT 2001 1989 52,975 79.0% 384 Y 0.0% Gales Ferry, CT 1995 1987/89 51,780 60.6% 592 N 4.8% Manchester I, CT (6) 2002 1999/00/01 47,400 58.5% 519 N 37.0% Manchester II, CT 2005 1984 53,237 79.2% 419 N 0.0%
27
Year Acquired/ Year Rentable Manager % Climate Developed(1) Built Square Feet Occupancy(2) Units Apartment(3) Controlled(4) Milford, CT 1994 1975 45,181 81.0% 388 N 3.1% Monroe, CT 2005 1996/03 66,909 90.1% 411 N 0.0% Mystic, CT 1994 1975/86 50,250 72.0% 551 Y 2.4% Newington I, CT † 2005 1978/97 54,920 87.7% 264 N 0.0% Newington II, CT 2005 1979/81 36,490 86.2% 222 N 0.0% Old Saybrook I, CT 2005 1982/88/00 91,288 77.7% 725 N 6.3% Old Saybrook II, CT 2005 1988/02 26,875 74.7% 256 N 30.0% South Windsor, CT 1994 1976 67,525 64.0% 550 Y 0.8% Stamford, CT 2005 1997 29,326 86.9% 369 N 31.2% Boca Raton, FL 2001 1998 38,203 97.5% 605 N 67.9% Boynton Beach I, FL 2001 1999 62,042 96.1% 800 Y 54.0% Boynton Beach II, FL 2005 2001 62,276 91.0% 609 Y 81.5% Bradenton I, FL 2004 1979 68,480 75.2% 676 N 2.8% Bradenton II, FL 2004 1996 88,103 84.6% 904 Y 40.2% Cape Coral, FL 2000 * 2000 76,789 96.4% 902 Y 83.0% Dania Beach, FL (6) 2004 1984 264,375 84.5% 1928 N 21.0% Dania, FL 1994 1988 58,319 98.5% 483 Y 26.9% Davie, FL 2001 * 2001 81,235 91.9% 839 Y 55.6% Deerfield Beach, FL 1998 * 1998 57,770 97.1% 527 Y 39.2% DeLand, FL 1998 1987 38,577 93.5% 412 Y 0.0% Delray Beach, FL 2001 1999 68,531 97.0% 819 Y 39.0% Fernandina Beach, FL † 1996 1986 91,480 95.8% 683 Y 21.7% Ft. Lauderdale, FL 1999 1999 70,544 97.8% 655 Y 46.0% Ft. Myers, FL 1998 1998 67,256 95.3% 611 Y 67.0% Gulf Breeze, FL 2005 1982/04 79,455 97.0% 701 N 64.0% Jacksonville, FL 2005 2005 79,366 14.9% 761 N 100.0% Lake Worth, FL † 1998 1998/02 167,946 89.3% 1293 N 44.9% Lakeland I, FL 1994 1988 49,111 96.5% 463 Y 78.1% Lakeland II, FL 1996 1984 48,600 86.6% 356 Y 19.5% Leesburg, FL 1997 1988 51,995 91.7% 447 Y 5.1% Lutz I, FL 2004 2000 72,795 85.9% 658 Y 34.0% Lutz II, FL 2004 1999 69,378 86.4% 549 Y 20.4% Margate I, FL † 1994 1979/81 55,677 91.2% 343 N 10.5% Margate II, FL † 1996 1985 66,135 93.2% 317 Y 65.0% Merrit Island, FL 2000 2000 50,523 94.1% 470 Y 56.4% Miami I, FL 1995 1995 47,200 89.0% 556 Y 52.2% Miami II, FL 1994 1987 57,165 65.3% 598 Y 0.1% Miami III, FL 1994 1989 67,360 93.8% 573 Y 7.8% Miami IV, FL 1995 1987 58,298 86.5% 610 Y 7.0% Miami V, FL 1995 1976 77,825 81.1% 369 Y 4.0% Miami VI, FL 2005 1988/03 152,075 76.8% 1504 N 93.0% Naples I, FL 1996 1996 48,150 90.4% 349 Y 26.6% Naples II, FL 1997 1985 65,994 91.7% 647 Y 43.9% Naples III, FL 1997 1981/83 80,709 83.4% 889 Y 24.0% Naples IV, FL 1998 1990 40,023 83.8% 444 N 41.4% Ocala, FL 1994 1988 42,086 93.9% 360 Y 9.7% Ocoee, FL 2005 1997 76,258 93.9% 665 Y 15.5%
28
Year Acquired/ Year Rentable Manager % Climate Developed(1) Built Square Feet Occupancy(2) Units Apartment(3) Controlled(4) Orange City, FL 2004 2001 59,781 83.9% 680 N 39.0% Orlando I, FL (6) 1997 1987 51,770 85.2% 453 Y 4.8% Orlando II, FL 2005 2002/04 92,944 87.2% 788 N 74.1% Pembroke Pines, FL 1997 1997 67,505 95.3% 692 Y 73.1% Royal Palm Beach, FL † 1994 1988 98,851 83.5% 670 N 79.2% Sarasota, FL 1998 1998 70,798 90.5% 532 Y 43.0% St. Augustine, FL 1996 1985 59,830 86.8% 581 Y 29.6% Stuart I, FL 1997 1986 41,694 95.8% 524 Y 27.0% Stuart II, FL 1997 1995 89,541 95.9% 896 Y 34.1% Tampa I, FL 1994 1987 60,150 89.4% 416 Y 0.0% Tampa II, FL 2001 1985 56,047 88.2% 476 Y 16.8% Vero Beach, FL 1997 1986/87 50,515 95.5% 482 N 23.9% West Palm Beach I, FL 2001 1997 68,295 95.8% 1028 Y 47.3% West Palm Beach II, FL 2004 1996 93,915 95.7% 913 Y 77.0% Alpharetta, GA 2001 1996 90,685 71.1% 670 Y 74.9% Decatur, GA 1998 1986 148,680 71.7% 1409 Y 3.1% Norcross, GA 2001 1997 85,460 79.6% 598 Y 55.1% Peachtree City, GA 2001 1997 50,034 73.5% 449 N 74.6% Smyrna, GA 2001 2000 56,528 94.7% 509 Y 100.0% Addison, IL 2004 1979 31,775 92.0% 377 Y 0.0% Aurora, IL 2004 1996 74,440 61.0% 573 Y 6.9% Bartlett I, IL 2004 1987 41,394 86.3% 430 Y 0.5% Bartlett II, IL 2004 1987 51,725 78.4% 421 Y 33.5% Bellwood, IL 2001 1999 86,700 89.3% 724 Y 52.1% Des Plaines, IL (6) 2004 1978 74,600 81.2% 643 Y 0.0% Elk Grove Village, IL 2004 1987 63,638 85.7% 655 Y 0.3% Glenview, IL 2004 1998 100,345 74.6% 764 Y 100.0% Gurnee, IL 2004 1987 80,500 65.3% 741 Y 34.0% Harvey, IL 2004 1987 59,816 92.5% 587 Y 3.0% Joliet, IL 2004 1993 74,750 62.2% 481 Y 23.3% Lake Zurich, IL 2004 1988 46,635 81.1% 450 Y 0.0% Lombard, IL † 2004 1981 61,242 80.2% 520 Y 18.3% Mount Prospect, IL 2004 1979 65,200 70.9% 610 Y 12.6% Mundelein, IL 2004 1990 44,900 65.4% 509 Y 8.9% North Chicago, IL 2004 1985 53,500 85.1% 445 N 0.0% Plainfield I, IL 2004 1998 54,375 80.3% 410 N 0.0% Plainfield II, IL 2005 2000 52,450 70.5% 368 N 16.8% Schaumburg, IL 2004 1988 31,157 84.0% 325 N 0.8% Streamwood, IL 2004 1982 64,565 71.0% 578 N 0.0% Warrensville, IL 2005 1977/89 46,728 87.7% 382 N 0.0% Waukegan, IL 2004 1977 79,950 72.3% 715 Y 8.4% West Chicago, IL 2004 1979 48,625 80.0% 440 Y 0.0% Westmont, IL 2004 1979 53,900 69.2% 403 Y 0.0% Wheeling I, IL 2004 1974 54,900 74.5% 505 Y 0.0% Wheeling II, IL 2004 1979 68,025 64.7% 624 Y 7.3% Woodridge, IL 2004 1987 50,595 82.4% 477 Y 0.0%
29
Year Acquired/ Year Rentable Manager % Climate Developed(1) Built Square Feet Occupancy(2) Units Apartment(3) Controlled(4) Indianapolis I, IN 2004 1987 43,800 79.1% 332 N 0.0% Indianapolis II, IN 2004 1997 45,100 81.2% 460 Y 15.6% Indianapolis III, IN 2004 1999 61,325 79.9% 506 Y 32.6% Indianapolis IV, IN �� 2004 1976 68,494 61.4% 616 Y 0.0% Indianapolis IX, IN 2004 1976 62,196 74.5% 557 Y 0.0% Indianapolis V, IN 2004 1999 75,025 81.2% 596 Y 33.5% Indianapolis VI, IN 2004 1976 73,693 71.7% 730 Y 0.0% Indianapolis VII, IN 2004 1992 95,290 60.8% 884 Y 0.0% Indianapolis VIII, IN 2004 1975 81,676 72.4% 738 Y 0.0% Baton Rouge I, LA 1997 1980 55,984 99.0% 464 Y 9.7% Baton Rouge II, LA 1997 1980 72,082 94.0% 499 Y 33.7% Baton Rouge III, LA 1997 1982 61,078 99.4% 451 Y 10.2% Baton Rouge IV, LA 1998 1995 8,920 99.7% 84 N 100.0% Prairieville, LA 1998 1991 56,520 93.9% 306 Y 3.0% Slidell, LA 2001 1998 79,740 98.7% 525 Y 46.5% Boston, MA 2002 2001 61,360 68.8% 630 Y 100.0% Leominster, MA 1998 1987/88/00 54,181 73.9% 504 Y 45.1% Baltimore, MD 2001 1999/00 93,750 75.0% 808 Y 45.5% California, MD 2004 1998 67,528 82.9% 722 Y 40.1% Gaithersburg, MD 2005 1998 87,170 67.8% 798 Y 100.0% Laurel, MD † 2001 1978/99/00 161,530 82.4% 956 N 63.7% Temple Hills, MD 2001 2000 95,830 86.3% 813 Y 77.6% Grand Rapids, MI 1996 1976 87,295 77.3% 508 Y 0.0% Portage, MI (6) 1996 1980 50,671 90.8% 340 N 0.0% Romulus, MI 1997 1997 43,970 65.2% 318 Y 10.7% Wyoming, MI 1996 1987 90,975 84.0% 621 N 0.0% Biloxi, MS 1997 1978/93 66,188 94.6% 620 Y 7.4% Gautier, MS 1997 1981 35,775 97.2% 306 Y 3.2% Gulfport I, MS 1997 1970 73,460 83.0% 513 Y 0.0% Gulfport II, MS 1997 1986 64,745 88.7% 436 Y 18.8% Gulfport III, MS 1997 1977/93 61,451 82.5% 486 Y 33.2% Waveland, MS 1998 1982/83/84/93 16,511 2.5% 117 Y 23.7% Belmont, NC 2001 1996/97/98 81,215 94.4% 569 N 7.8% Burlington I, NC 2001 1990/91/93/94/98 110,502 84.1% 951 N 4.0% Burlington II, NC 2001 1991 39,802 82.1% 392 Y 11.9% Cary, NC 2001 1993/94/97 110,464 78.2% 751 N 8.5% Charlotte, NC 1999 1999 69,246 92.3% 740 N 52.4% Fayetteville I, NC 1997 1981 41,600 93.2% 352 N 0.0% Fayetteville II, NC 1997 1993/95 54,425 97.4% 557 Y 11.9% Raleigh, NC 1998 1994/95 48,525 81.8% 431 Y 8.2% Brick, NJ 1994 1981 51,892 81.0% 456 Y 0.0% Clifton, NJ 2005 2001 105,625 78.9% 1014 Y 100.0% Cranford, NJ 1994 1987 91,450 83.2% 848 Y 7.9% East Hanover, NJ 1994 1983 107,874 77.2% 1019 N 1.6% Elizabeth, NJ 2005 1925/97 40,202 54.3% 686 N 45.0% Fairview, NJ 1997 1989 28,021 83.7% 452 N 100.0% Hoboken, NJ 2005 1945/97 34,681 86.7% 750 N 100.0%
30
Year Acquired/ Year Rentable Manager % Climate Developed(1) Built Square Feet Occupancy(2) Units Apartment(3) Controlled(4) Jersey City, NJ 1994 1985 91,736 82.3% 1095 Y 0.0% Linden I, NJ 1994 1983 100,625 72.0% 1125 N 2.7% Linden II, NJ † 1994 1982 36,000 100.0% 26 N 0.0% Morris Township, NJ (5) 1997 1972 76,175 79.6% 573 Y 1.3% Parsippany, NJ 1997 1981 66,375 86.8% 613 Y 1.4% Randolph, NJ 2002 1998/99 52,232 77.1% 592 Y 82.5% Sewell, NJ 2001 1984/98 57,769 81.6% 448 N 4.4% Albuquerque I, NM 2005 1985 65,876 87.3% 633 Y 0.0% Albuquerque II, NM 2005 1985 59,022 97.6% 553 Y 0.0% Albuquerque III, NM 2005 1978 41,163 89.7% 460 Y 0.0% Albuquerque IV, NM 2005 1986 56,554 80.1% 536 Y 0.0% Carlsbad, NM 2005 1975 40,159 92.9% 348 Y 0.0% Deming, NM 2005 1973/83 33,100 82.7% 256 Y 0.0% Las Cruces, NM 2005 1984 44,050 96.8% 406 Y 0.0% Lovington, NM 2005 1975 15,950 93.1% 172 Y 0.0% Silver City, NM 2005 1972 27,075 99.3% 256 Y 0.0% Truth or Consequences, NM 2005 1977/99/00 24,510 89.7% 168 Y 0.0% Endicott, NY 2005 1989 35,330 81.5% 297 Y 0.0% Jamaica, NY 2001 2000 90,156 68.0% 928 Y 100.0% New Rochelle, NY † 2005 1998 30,343 89.1% 402 N 0.0% North Babylon, NY 1998 1988/99 78,288 78.0% 635 Y 9.1% Riverhead, NY 2005 1985/86/99 41,410 87.6% 346 N 0.0% Southold, NY † 2005 1989 59,773 93.8% 587 N 0.0% Boardman, OH 1980 1980/89 66,187 80.5% 525 Y 16.1% Brecksville, OH † 1998 1970/89 64,764 82.6% 410 Y 34.2% Canton I, OH 2005 1979/87 40,545 75.0% 414 Y 0.0% Canton II, OH 2005 1997 31,700 85.7% 201 N 0.0% Centerville I, OH 2004 1976 86,590 75.5% 654 Y 0.0% Centerville II, OH 2004 1976 43,600 76.8% 310 N 0.0% Cleveland I, OH 2005 1997/99 46,400 81.0% 353 Y 0.0% Cleveland II, OH 2005 2000 58,652 50.0% 591 Y 0.0% Dayton I, OH 2004 1978 43,420 83.7% 351 N 0.0% Dayton II, OH 2005 1989/00 47,550 67.4% 368 N 0.0% Euclid I, OH 1988 * 1988 47,260 77.4% 441 Y 21.9% Euclid II, OH 1988 * 1988 48,058 76.3% 381 Y 0.0% Hudson, OH † 1998 1987 68,470 88.9% 421 N 13.9% Lakewood, OH 1989 * 1989 39,523 81.7% 486 Y 24.5% Louisville, OH 2005 1988/90 60,402 88.8% 390 N 0.0% Marblehead, OH 2005 1988/98 76,500 66.8% 388 N 0.0% Mason, OH 1998 1981 33,700 89.2% 282 Y 0.0% Mentor, OH 2005 1983/99 61,284 77.7% 454 N 23.1% Miamisburg, OH † 2004 1975 61,050 84.3% 432 Y 0.0% Middleburg Hts, OH 1980 * 1980 94,150 76.2% 667 Y 0.0% North Canton I, OH 1979 * 1979 45,532 92.0% 290 Y 0.0% North Canton II, OH 1983 * 1983 44,380 90.8% 354 Y 15.8% North Olmsted I, OH 1979 * 1979 48,910 86.4% 449 Y 1.2%
31
Year Acquired/ Year Rentable Manager % Climate Developed(1) Built Square Feet Occupancy(2) Units Apartment(3) Controlled(4) North Olmsted II, OH 1988 * 1988 48,050 80.2% 406 Y 14.1% North Randall, OH 1998 * 1998/02 80,452 79.1% 803 N 90.3% Perry, OH 2005 1992/97 68,851 73.1% 431 Y 0.0% Warrensville Hts, OH 1980 * 1980/82/98 90,531 84.9% 746 Y 0.0% Westlake, OH 2005 2001 62,800 96.3% 460 Y 0.0% Willoughby, OH 2005 1997 33,639 75.7% 274 Y 0.0% Youngstown, OH 1977 * 1977 66,700 87.1% 500 Y 0.0% Levittown, PA 2001 2000 78,230 85.8% 671 Y 36.2% Philadelphia, PA 2001 1999 99,181 82.3% 914 N 91.6% Hilton Head I, SC † 1997 1981/84 116,766 70.1% 545 Y 5.4% Hilton Head II, SC † 1997 1979/80 47,620 83.6% 297 Y 0.0% Summerville, SC 1998 1989 49,727 74.7% 439 Y 10.1% Alcoa, TN 2005 1986 42,550 85.5% 351 Y 0.0% Antioch, TN 2005 1985/98 76,445 80.8% 565 Y 8.5% Cordova, TN 2005 1987 54,725 67.1% 388 Y 0.0% Knoxville I, TN 1997 1984 29,452 83.8% 297 Y 5.4% Knoxville II, TN 1997 1985 38,550 91.9% 350 Y 7.0% Knoxville III, TN 1998 1991 45,864 87.3% 425 Y 6.7% Knoxville IV, TN 1998 1983 59,070 82.3% 456 N 1.1% Knoxville V, TN 1998 1977 43,050 88.3% 376 N 0.0% Knoxville VI, TN 2005 1975 64,040 94.0% 576 Y 0.0% Knoxville VII, TN 2005 1983 55,394 92.5% 448 Y 0.0% Knoxville VIII, TN 2005 1978 97,098 81.6% 777 Y 0.0% Memphis I, TN 2001 1999 86,075 88.0% 622 N 51.3% Memphis II, TN 2001 2000 72,210 91.9% 544 N 46.2% Memphis III, TN 2005 1983 39,790 70.3% 365 Y 5.0% Memphis IV, TN 2005 1986 38,950 80.7% 330 Y 0.0% Memphis V, TN 2005 1981 61,270 50.6% 474 Y 0.0% Nashville I, TN 2005 1984 109,090 67.0% 686 Y 0.0% Nashville II, TN 2005 1986/00 82,992 82.0% 635 Y 13.2% Austin, TX 2005 2001 59,758 90.4% 549 Y 70.0% Baytown, TX 2005 1981 39,150 74.4% 380 Y 0.0% Bryan, TX 2005 1994 60,650 68.9% 498 Y 0.0% College Station, TX 2005 1993 26,750 81.6% 348 N 0.0% Dallas, TX 2005 2000 59,905 74.4% 568 Y 40.0% El Paso I, TX 2005 1980 60,034 79.9% 552 Y 0.0% El Paso II, TX 2005 1980 49,296 87.7% 428 Y 0.0% El Paso III, TX 2005 1980 71,500 83.5% 649 Y 0.0% El Paso IV, TX 2005 1983 73,776 82.0% 584 Y 0.0% El Paso V, TX 2005 1982 63,050 87.5% 402 Y 0.0% El Paso VI, TX 2005 1985 36,820 84.3% 271 Y 0.0% El Paso VII, TX † 2005 1982 35,800 81.5% 19 N 0.0% Fort Worth, TX 2005 2000 50,731 68.2% 409 Y 40.0% Frisco I, TX 2005 1996 51,079 78.0% 447 Y 17.4% Frisco II, TX 2005 1998/02 71,539 82.4% 514 Y 25.6% Greenville I , TX 2005 2001/04 60,560 76.4% 458 Y 30.6% Greenville II, TX 2005 2001 45,850 69.8% 320 N 40.5%
32
Year Acquired/ Year Rentable Manager % Climate Developed(1) Built Square Feet Occupancy(2) Units Apartment(3) Controlled(4) Houston I, TX 2005 1981 101,780 81.7% 631 Y 0.0% Houston II, TX 2005 1977 74,700 75.0% 435 Y 0.0% Houston III, TX 2005 1984 62,370 66.7% 492 Y 0.0% Houston IV, TX 2005 1987 44,175 87.3% 401 Y 6.0% La Porte, TX 2005 1984 45,050 73.6% 440 Y 19.0% McKinney, TX 2005 1996 52,970 94.5% 373 Y 12.6% N Richland Hills, TX 2005 2002 57,375 70.1% 459 Y 62.0% Roanoke, TX 2005 1996/01 59,600 80.5% 483 Y 31.9% San Antonio, TX 2005 2005 75,120 1.2% 581 Y 79.0% Sherman I, TX 2005 1998 55,425 86.9% 525 Y 20.0% Sherman II, TX 2005 1996 48,625 90.5% 394 Y 36.0% Murray II, UT 2005 1978 47,246 86.6% 350 Y 0.0% Murray I, UT 2005 1976 60,780 87.4% 702 N 0.0% Murray III, UT † 2005 1978 26,400 80.0% 24 Y 0.0% Salt Lake City I, UT 2005 1976 56,646 78.9% 778 Y 0.0% Salt Lake City II, UT 2005 1978 53,876 87.4% 522 Y 0.0% Fredericksburg I, VA 2005 2001/04 69,750 63.1% 581 N 26.5% Fredericksburg II, VA 2005 1998/01 61,618 81.3% 510 N 100.0% Milwaukee, WI 2004 1988 58,713 70.9% 489 Y 0.0% 20,828,446 81.2% 179,591
33
Our Facilities by Year Acquired —- Average OccupancyOccupied Square Feet (2)
Current | Average Occupancy During the Twelve Months Ended | |||||||||||||||||||||||||||
Number of | Rentable | December 31,(2) | ||||||||||||||||||||||||||
Year Acquired(1) | Facilities | Square Feet | 2001 | 2002 | 2003 | 2004 | 2005 | |||||||||||||||||||||
1996 or earlier | 41 | 2,599,851 | 83.2 | % | 80.9 | % | 81.2 | % | 83.5 | % | 83.4 | % | ||||||||||||||||
1997 | 46 | 2,699,212 | 82.2 | % | 81.0 | % | 82.8 | % | 84.1 | % | 83.7 | % | ||||||||||||||||
1998 | 24 | 1,381,262 | 82.1 | % | 81.3 | % | 84.2 | % | 85.0 | % | 85.4 | % | ||||||||||||||||
1999 | 2 | 138,054 | 67.2 | % | 81.3 | % | 82.0 | % | 88.0 | % | 92.4 | % | ||||||||||||||||
2000 | 6 | 418,024 | 76.0 | % | 81.7 | % | 85.5 | % | 87.6 | % | 87.5 | % | ||||||||||||||||
2001 | 27 | 2,107,610 | 73.6 | % | 75.7 | % | 80.6 | % | 84.9 | % | 85.4 | % | ||||||||||||||||
2002 | 7 | 405,966 | 83.3 | % | 82.9 | % | 83.9 | % | 81.9 | % | ||||||||||||||||||
2003 | 1 | 42,475 | 20.4 | % | 48.7 | % | 74.9 | % | ||||||||||||||||||||
2004 | 46 | 3,114,879 | 77.6 | % | 77.9 | % | ||||||||||||||||||||||
2005 | 139 | 7,921,113 | 80.3 | % | ||||||||||||||||||||||||
All Facilities Owned as of December 31, 2005 | 339 | 20,828,446 | 81.3 | % | 79.9 | % | 82.1 | % | 84.0 | % | 82.2 | % |
|
|
|
| Rentable Square |
|
|
|
|
|
|
|
Year Acquired (1) |
| # of Facilities |
| Feet |
| 2005 |
| 2006 |
| 2007 |
|
2004 and earlier |
| 195 |
| 12,606,750 |
| 82.8 | % | 81.4 | % | 80.6 | % |
2005 |
| 137 |
| 7,614,578 |
| 81.9 | % | 80.2 | % | 82.6 | % |
2006 |
| 60 |
| 4,578,622 |
|
|
| 75.6 | % | 75.2 | % |
2007 |
| 17 |
| 1,319,234 |
|
|
|
|
| 71.3 | % |
All Facilities Owned as of December 31, 2007 |
| 409 |
| 26,119,184 |
| 82.6 | % | 80.2 | % | 80.0 | % |
Our Facilities by Year Acquired —- Annual Rent Per Occupied Square Foot (2)
Year Acquired (1) |
| # of Facilities |
| 2005 |
| 2006 |
| 2007 |
| |||
2004 and earlier |
| 195 |
| $ | 10.80 |
| $ | 11.38 |
| $ | 11.57 |
|
2005 |
| 137 |
| 8.34 |
| 10.53 |
| 10.43 |
| |||
2006 |
| 60 |
|
|
| 10.22 |
| 10.26 |
| |||
2007 |
| 17 |
|
|
|
|
| 11.16 |
| |||
All Facilities Owned as of December 31, 2007 |
| 409 |
| $ | 9.88 |
| $ | 10.61 |
| $ | 10.99 |
|
Annual Rent Per Occupied Square Foot For the Twelve Months Ended | ||||||||||||||||||||||||
Number of | December 31,(2) | |||||||||||||||||||||||
Year Acquired(1) | Facilities | 2001 | 2002 | 2003 | 2004 | 2005 | ||||||||||||||||||
1996 or earlier | 41 | $ | 10.71 | $ | 10.79 | $ | 10.59 | $ | 10.66 | $ | 10.98 | |||||||||||||
1997 | 46 | $ | 8.81 | $ | 9.04 | $ | 9.21 | $ | 9.52 | $ | 10.01 | |||||||||||||
1998 | 24 | $ | 8.73 | $ | 8.82 | $ | 8.89 | $ | 9.34 | $ | 9.72 | |||||||||||||
1999 | 2 | $ | 7.10 | $ | 7.66 | $ | 8.25 | $ | 9.50 | $ | 10.81 | |||||||||||||
2000 | 6 | $ | 13.10 | $ | 13.33 | $ | 13.26 | $ | 13.29 | $ | 14.41 | |||||||||||||
2001 | 27 | $ | 11.21 | $ | 10.88 | $ | 10.12 | $ | 10.56 | $ | 11.04 | |||||||||||||
2002 | 7 | $ | 14.41 | $ | 13.31 | $ | 13.49 | $ | 13.91 | |||||||||||||||
2003 | 1 | $ | 8.75 | $ | 12.94 | $ | 13.21 | |||||||||||||||||
2004 | 46 | $ | 12.22 | $ | 10.73 | |||||||||||||||||||
2005 | 139 | $ | 8.90 | |||||||||||||||||||||
All Facilities Owned as of December 31, 2005 | 339 | $ | 9.77 | $ | 10.13 | $ | 10.04 | $ | 10.44 | $ | 10.37 |
34
(2) Determined by dividing the aggregate rental revenue for each twelve-month period by the average of the month-end occupied square feet for the period. Rental revenue includes customer rental revenues, access, administrative and late fees and revenues from auctions, but does not include ancillary revenues generated at our facilities.
29
Facilities by | ||
Year Acquired - Average Occupied Square Feet (2) |
Year Acquired (1) |
| # of Facilities |
| 2005 |
| 2006 |
| 2007 |
|
2004 and earlier |
| 195 |
| 10,575,509 |
| 10,348,470 |
| 10,189,296 |
|
2005 |
| 137 |
| 6,256,685 |
| 6,238,827 |
| 6,299,831 |
|
2006 |
| 60 |
|
|
| 3,465,677 |
| 3,452,109 |
|
2007 |
| 17 |
|
|
|
|
| 934,799 |
|
All Facilities Owned as of December 31, 2007 |
| 409 |
| 16,832,194 |
| 20,052,974 |
| 20,876,035 |
|
Facilities by Year Acquired - Total Revenues (3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Acquired (1) |
| # of Facilities |
| 2005 |
| 2006 |
| 2007 |
|
2004 and earlier |
| 195 |
| 117,248 |
| 122,022 |
| 124,466 |
|
2005 |
| 137 |
| 28,105 |
| 63,610 |
| 69,603 |
|
2006 |
| 60 |
|
|
| 26,659 |
| 37,837 |
|
2007 |
| 17 |
|
|
|
|
| 4,969 |
|
All Facilities Owned as of December 31, 2007 (4) |
| 409 |
| 145,353 |
| 212,291 |
| 236,875 |
|
(1) For facilities developed by us, “Year Acquired” represents the year in which such facilities were acquired by our operating partnership from an affiliated entity, which in some cases is later than the year developed.
(2) Represents the average of ourthe aggregate month-end occupied square feet for the twelve-month period for each group of facilities.
(3) Represents the result obtained by multiplying annual rent per occupied square foot data toby the average occupied square feet for the twelve-month period for each group of facilities.
(4) Represents total revenues as presented in our historical financial results for the periods presented.
Average Occupied Square Feet For the Twelve Months Ended | ||||||||||||||||||||||||
Number of | December 31,(2) | |||||||||||||||||||||||
Year Acquired(1) | Facilities | 2001 | 2002 | 2003 | 2004 | 2005 | ||||||||||||||||||
1996 or earlier | 41 | 2,162,101 | 2,101,927 | 2,112,101 | 2,170,825 | 2,167,726 | ||||||||||||||||||
1997 | 46 | 2,189,309 | 2,162,901 | 2,212,059 | 2,247,471 | 2,257,945 | ||||||||||||||||||
1998 | 24 | 1,176,562 | 1,187,768 | 1,244,593 | 1,257,058 | 1,216,370 | ||||||||||||||||||
1999 | 2 | 93,479 | 113,112 | 114,052 | 121,776 | 127,585 | ||||||||||||||||||
2000 | 6 | 277,770 | 296,103 | 321,549 | 366,338 | 365,632 | ||||||||||||||||||
2001 | 27 | 410,084 | 1,544,456 | 1,701,143 | 1,790,554 | 1,800,901 | ||||||||||||||||||
2002 | 7 | 153,790 | 339,036 | 340,977 | 332,649 | |||||||||||||||||||
2003 | 1 | 3,606 | 20,694 | 31,801 | ||||||||||||||||||||
2004 | 46 | 402,889 | 2,425,283 | |||||||||||||||||||||
2005 | 139 | 3,157,146 | ||||||||||||||||||||||
All Facilities Owned as of December 31, 2005 | 339 | 6,309,305 | 7,560,057 | 8,048,139 | 8,718,582 | 13,883,038 |
Number of | Total Revenues for the Twelve Months Ended December 31,(3) | |||||||||||||||||||||||
Year Acquired(1) | Facilities | 2001 | 2002 | 2003 | 2004 | 2005 | ||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||
1996 or earlier | 41 | $ | 23,408 | $ | 22,683 | $ | 22,372 | $ | 23,140 | $ | 23,800 | |||||||||||||
1997 | 46 | 19,499 | 19,561 | 20,382 | 21,558 | 22,599 | ||||||||||||||||||
1998 | 24 | 10,382 | 10,475 | 11,061 | 11,573 | 11,818 | ||||||||||||||||||
1999 | 2 | 664 | 866 | 941 | 1,156 | 1,379 | ||||||||||||||||||
2000 | 6 | 3,639 | 3,947 | 4,265 | 4,867 | 5,269 | ||||||||||||||||||
2001 | 27 | 4,597 | 16,800 | 17,224 | 18,914 | 19,883 | ||||||||||||||||||
2002 | 7 | 2,216 | 4,513 | 4,600 | 4,627 | |||||||||||||||||||
2003 | 1 | 32 | 268 | 420 | ||||||||||||||||||||
2004 | 46 | 4,925 | 26,021 | |||||||||||||||||||||
2005 | 139 | 28,104 | ||||||||||||||||||||||
All Facilities Owned as of December 31, 2005 — Before Adjustments | 339 | $ | 62,189 | $ | 76,548 | $ | 80,790 | $ | 91,001 | $ | 143,920 | |||||||||||||
Plus: | ||||||||||||||||||||||||
Other Adjustments(4) | 87 | 37 | 24 | 607 | 4,201 | |||||||||||||||||||
Total Revenues(5) | $ | 62,276 | $ | 76,585 | $ | 80,814 | $ | 91,608 | $ | 148,121 |
35
We recently undertookhave a capital improvementsimprovement and renovationsproperty renovation program involving our existing facilities. We spent a total of approximately $16.2 million between 2000 and 2005 on this program. These renovations and improvements includedthat includes office upgrades, adding climate control at selected units, construction of parking areas, safety and security enhancements, and general facility upgrades. WeFor 2008, we anticipate spending approximately an additional $12.0$7 million in 2006 in renovationsto $9 million associated with these capital expenditures and improvements for our facilities that were owned at March 1, 2006. The bulk of this cost relatesexpect to facilities acquired since our IPO. These renovationsenhance the safety and improvements will include re-signing and re-brandingimprove the facilities, adding climate control at selected facilities and implementing general facility upgrades. In connection with our pending acquisitions, we anticipate incurring additional costs for renovations and improvements.
36
We are not presently involved in any material litigation nor, to our knowledge, is any material litigation threatened against us or our properties. We are involved in routine litigation arising in the ordinary course of business, none of which we believe to be material.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDERMATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
As of February 17, 2006,December 31, 2007, there were approximately 2429 registered record holders of our common shares. This figure does not include beneficial owners who hold shares in nominee name. The following table shows the high and low salesclosing prices per share for our common shares, as reported by the New York Stock Exchange, composite tape, and the cash dividends declared with respect to such shares:
Cash Dividends | ||||||||||||
High | Low | Declared | ||||||||||
2004 | ||||||||||||
Fourth quarter (October 22 through December 31) | $ | 17.77 | $ | 16.40 | $ | 0.2009 | ||||||
2005 | ||||||||||||
First quarter | $ | 17.58 | $ | 15.90 | $ | 0.28 | ||||||
Second quarter | $ | 19.99 | $ | 16.64 | $ | 0.28 | ||||||
Third quarter | $ | 22.13 | $ | 18.82 | $ | 0.28 | ||||||
Fourth quarter | $ | 21.93 | $ | 19.04 | $ | 0.29 |
|
|
|
|
|
| Cash Dividends |
| |||
|
| High |
| Low |
| Declared |
| |||
2006 |
|
|
|
|
|
|
| |||
First quarter |
| $ | 22.28 |
| $ | 19.94 |
| $ | 0.29 |
|
Second quarter |
| 19.75 |
| 16.05 |
| 0.29 |
| |||
Third quarter |
| 21.94 |
| 18.51 |
| 0.29 |
| |||
Fourth quarter |
| 22.66 |
| 20.35 |
| 0.29 |
| |||
2007 |
|
|
|
|
|
|
| |||
First quarter |
| 23.20 |
| 19.57 |
| 0.29 |
| |||
Second quarter |
| 20.11 |
| 16.14 |
| 0.29 |
| |||
Third quarter |
| 16.61 |
| 12.15 |
| 0.29 |
| |||
Fourth quarter |
| 14.31 |
| 9.16 |
| 0.18 |
| |||
Since our initial quarter as a publicly-traded REIT, we have made regular quarterly distributions to our 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, we provide each of our shareholders a statement detailing distributions paid during the preceding year and their characterization as ordinary income, capital gain or return of capital. The characterization of the Company’sour dividends for 20052007 was 46%29.42% ordinary income, 6.39% capital gain distribution and 54%64.19% return of capital.
We intend to continue to declare quarterly distributions. However, we cannot provide any assurance as to the amount or timing of future distributions. Under our new revolving credit facility, beginning in the fourth quarter of 20072008 we are restricted from paying distributions on our common shares that would exceed an amount equal to the greater of (i) a certain percentage of our funds from operations, and (ii) such amount as may be necessary to maintain our REIT status.
To the extent that we make distributions in excess of our earnings and profits, as computed for federal income tax purposes, these distributions will represent a return of capital, rather than a dividend, for federal income tax purposes. Distributions that are treated as a return of capital for federal income tax purposes generally will not be taxable as a dividend to a U.S. shareholder, but will reduce the shareholder’s basis in its shares (but not below zero) and therefore can result in the shareholder having a higher gain upon a subsequent sale of such shares. Return of capital distributions in excess of a shareholder’s basis generally will be treated as gain from the sale of such shares for federal income tax purposes.
In October 2005, we completed a secondaryfollow-on public offering of our common shares, generating net proceeds of approximately $378.7 million, after deducting underwriting discount and commissions and expenses of the offering. A portion of these proceeds was used to repay certain outstanding indebtedness, including (i) $108.3 million to repay the outstanding balance under our then existing revolving credit facility, and (ii) $39.8 million to repay outstanding mortgage loans secured by 37 of our facilities. Approximately
37
Share Performance Graph
The SEC requires us to present a resultchart comparing the cumulative total shareholder return on our common shares with the cumulative total shareholder return of (i) a broad equity index and (ii) a published industry or peer group index. The following chart compares the offeringcumulative total shareholder return for our common shares with the cumulative shareholder return of companies on (i) the S&P 500 Index, (ii) the Russell 2000 and (iii) the aforementioned repayment of outstanding indebtedness, we believe that our financial flexibility has been significantly improved, particularly since additional amounts are availableNAREIT All Equity REIT Index as provided by NAREIT for borrowing to fund future acquisitions and development of facilities and other cash needs.
31
|
| Period Ending |
| ||||||||||||||||||||||
Index |
| 10/22/04 |
| 12/31/04 |
| 06/30/05 |
| 12/31/05 |
| 06/30/06 |
| 12/31/06 |
| 06/30/07 |
| 12/31/07 |
| ||||||||
U-Store-It Trust |
| $ | 100.00 |
| $ | 108.44 |
| $ | 120.81 |
| $ | 133.37 |
| $ | 122.93 |
| $ | 137.82 |
| $ | 112.91 |
| $ | 65.58 |
|
S&P 500 |
| 100.00 |
| 110.97 |
| 110.65 |
| 116.30 |
| 119.45 |
| 134.67 |
| 144.26 |
| 142.29 |
| ||||||||
Russell 2000 |
| 100.00 |
| 115.08 |
| 113.64 |
| 120.32 |
| 130.20 |
| 142.42 |
| 151.60 |
| 140.19 |
| ||||||||
NAREIT All Equity REIT Index |
| 100.00 |
| 111.12 |
| 118.21 |
| 124.64 |
| 140.74 |
| 168.34 |
| 158.43 |
| 141.92 |
| ||||||||
The following table provides information about repurchases of the offering. A portionCompany’s common shares during the three-month period ended December 31, 2007:
Total Number of | Average Price Paid | Total Number of | Maximum Number | ||||||
October | N/A | N/A | N/A | 3,000,000 | |||||
November | N/A | N/A | N/A | 3,000,000 | |||||
December | N/A | N/A | N/A | 3,000,000 | |||||
Total | N/A | N/A | 3,000,000 |
(1) On June 27, 2007, the Company announced that the Board of these proceeds was usedTrustees approved a share repurchase program for up to repay (i) approximately $135.13.0 million of our existing term loan providedthe Company’s outstanding common shares. Unless terminated earlier by an affiliateresolution of Lehman Brothers (ii) $16.6 million, plus $0.9 million for prepayment penalties, to repay mortgage indebtedness secured by our facilities (iii) $23.0 million to repay the outstanding balanceBoard of a loanTrustees, the program will expire when the number of authorized shares has been repurchased. For the three-month period ended December 31, 2007, the Company made to us by Robert J. Amsdell and Barry L. Amsdell and (iv) $221.8 million to acquire the 46 acquisition facilities.
38
32
The following table sets forth selected financial and operating data on a historical consolidated basis for the Company, and on a combined historical basis for Acquiport/Amsdell (the “Predecessor”). The selected historical financial information as of December 31, 20052007 and 20042006 and for each of the periods indicated in the five-year period ended December 31, 20052007 were derived from auditedthe Company’s and the Predecessor’s financial statements. Historical information for the Company has not been presented prior to October 21, 2004, the date on which the Company consummated the mergers of Amsdell Partners, Inc. and High Tide LLC with and into the Company, because during the period prior to the mergers, the Company did not have material corporate activity.
The Predecessor’s combined historical financial information includes the following entities, which are the entities referred to collectively in thisForm 10-K as Acquiport/Amsdell, for periods prior to October 21, 2004: the operating partnership (formerly known as Acquiport/Amsdell I Limited Partnership, which is sometimes referred to herein as “Acquiport I”) and its consolidated subsidiaries, Acquiport/Amsdell III, LLC (“Acquiport III”), AcquiportAcquiport/Amsdell IV, LLC, AcquiportAcquiport/Amsdell V, LLC, AcquiportAcquiport/Amsdell VI, LLC, AcquiportAcquiport/Amsdell VII, LLC, and USI II, LLC. The Predecessor also includes three additional facilities,facilities: Lakewood, OH,OH; Lake Worth, FL,FL; and Vero Beach I, FL which were contributed to U-Store-It, L.P.our operating partnership in connection with the IPO. All intercompany balances and transactions are eliminated in consolidation and combination. At October 20, 2004, the Predecessor owned 155 self-storage facilities.
The following data should be read in conjunction with the audited financial statements and notes thereto of the Company and the Predecessor and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this report.
33
|
| The Company |
| The Predecessor (1) |
| ||||||||||||||
|
| Year Ended December 31, |
| Period |
| Period |
| Year Ended |
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
| 2007 |
| 2006 |
| 2005 |
| 2004 |
| 2004 |
| 2003 |
| ||||||
|
|
|
|
|
| (in thousands, except per share data) |
| ||||||||||||
Statement of Operations Data: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Rental income |
| $ | 211,974 |
| $ | 195,331 |
| $ | 135,169 |
| $ | 21,410 |
| $ | 65,722 |
| $ | 76,898 |
|
Other property related income |
| 16,828 |
| 14,816 |
| 10,001 |
| 1,452 |
| 3,211 |
| 3,916 |
| ||||||
Other - related party |
| 365 |
| 457 |
| 405 |
| 71 |
| — |
| — |
| ||||||
Total revenues |
| 229,167 |
| 210,604 |
| 145,575 |
| 22,933 |
| 68,933 |
| 80,814 |
| ||||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Property operating expenses |
| 96,802 |
| 85,415 |
| 54,793 |
| 9,767 |
| 26,170 |
| 28,089 |
| ||||||
Property operating expense -related party |
| 59 |
| 69 |
| 43 |
| — |
| — |
| — |
| ||||||
Depreciation |
| 70,192 |
| 64,079 |
| 39,479 |
| 5,800 |
| 16,528 |
| 19,494 |
| ||||||
Asset write-off |
| — |
| 305 |
| — |
| — |
| — |
| — |
| ||||||
Lease abandonment charge |
| 1,316 |
| — |
| — |
| — |
| — |
| — |
| ||||||
General and administrative |
| 21,966 |
| 21,675 |
| 17,786 |
| 4,140 |
| — |
| — |
| ||||||
General and administrative -related party |
| 337 |
| 613 |
| 736 |
| 114 |
| — |
| — |
| ||||||
Management fees — related party (2) |
| — |
| — |
| — |
| — |
| 3,689 |
| 4,361 |
| ||||||
Total operating expenses |
| 190,672 |
| 172,156 |
| 112,837 |
| 19,821 |
| 46,387 |
| 51,944 |
| ||||||
Operating income |
| 38,495 |
| 38,448 |
| 32,738 |
| 3,112 |
| 22,546 |
| 28,870 |
| ||||||
Interest: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Interest expense on loans |
| (54,108 | ) | (45,628 | ) | (31,907 | ) | (4,428 | ) | (19,385 | ) | (15,128 | ) | ||||||
Loan procurement amortization expense |
| (1,772 | ) | (1,972 | ) | (2,045 | ) | (286 | ) | (5,958 | ) | (1,296 | ) | ||||||
Early extinguishment of debt |
| — |
| (1,907 | ) | (93 | ) | (7,012 | ) | — |
| — |
| ||||||
Costs incurred to acquire management company — related party |
| — |
| — |
| — |
| (22,152 | ) | — |
| — |
| ||||||
Interest income |
| 401 |
| 1,336 |
| 2,404 |
| 37 |
| 69 |
| 12 |
| ||||||
Other |
| 118 |
| 191 |
| (47 | ) | (78 | ) | — |
| — |
| ||||||
Income (loss) from continuing operations before minority interest |
| (16,866 | ) | (9,532 | ) | 1,050 |
| (30,807 | ) | (2,728 | ) | 12,458 |
| ||||||
Minority interest |
| 1,385 |
| 790 |
| (71 | ) | 898 |
| — |
| — |
| ||||||
Income (loss) from continuing operations |
| (15,481 | ) | (8,742 | ) | 979 |
| (29,909 | ) | (2,728 | ) | 12,458 |
| ||||||
Discontinued operations: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Income from operations |
| 102 |
| 208 |
| 452 |
| — |
| — |
| 171 |
| ||||||
Gain on sale of storage facilities |
| 2,517 |
| — |
| 179 |
| — |
| — |
| 3,329 |
| ||||||
Minority interest attributable to discontinued operations |
| (215 | ) | (17 | ) | (42 | ) | — |
| — |
| — |
| ||||||
Income from discontinued |
| 2,404 |
| 191 |
| 589 |
| — |
| — |
| 3,500 |
| ||||||
Net income (loss) |
| $ | (13,077 | ) | $ | (8,551 | ) | $ | 1,568 |
| $ | (29,909 | ) | $ | (2,728 | ) | $ | 15,958 |
|
Basic and diluted earnings (loss) per share from continuing operations |
| $ | (0.26 | ) | $ | (0.15 | ) | $ | 0.02 |
| $ | (0.80 | ) |
|
|
|
| ||
Basic and diluted earnings per share from discontinued operations |
| $ | 0.04 |
| $ | — |
| $ | 0.02 |
| $ | — |
|
|
|
|
| ||
Basic and diluted earnings (loss) per share |
| $ | (0.22 | ) | $ | (0.15 | ) | $ | 0.04 |
| $ | (0.80 | ) |
|
|
|
| ||
Weighted average basic common shares outstanding (3) |
| 57,497 |
| 57,287 |
| 42,120 |
| 37,478 |
|
|
|
|
| ||||||
Weighted average diluted common shares outstanding (3) |
| 57,497 |
| 57,287 |
| 42,203 |
| 37,478 |
|
|
|
|
| ||||||
Distribution declared (4) |
| $ | 1.05 |
| $ | 1.16 |
| $ | 1.13 |
| $ | 0.20 |
|
|
|
|
|
34
|
| The Company |
| The Predecessor (1) |
| |||||||||||||
|
| Year Ended December 31, |
| Period |
| Period |
| Year Ended |
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
| 2007 |
| 2006 |
| 2005 |
| 2004 |
| 2004 |
| 2003 |
| |||||
|
| (in thousands, except per share data) |
| |||||||||||||||
Balance Sheet Data (as of end of period): |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Storage facilities, net |
| $ | 1,647,118 |
| $ | 1,566,815 |
| $ | 1,246,295 |
| $ | 729,155 |
|
|
| $ | 395,599 |
|
Total assets |
| 1,687,831 |
| 1,615,339 |
| 1,476,321 |
| 774,272 |
|
|
| 410,636 |
| |||||
Revolving credit facility |
| 219,000 |
| 90,500 |
| — |
| — |
|
|
| — |
| |||||
Unsecured term loan |
| 200,000 |
| 200,000 |
| — |
| — |
|
|
| — |
| |||||
Secured term loan |
| 47,444 |
| — |
| — |
| — |
|
|
| — |
| |||||
Mortgage loans and notes payable |
| 561,057 |
| 588,930 |
| 669,282 |
| 380,496 |
|
|
| 271,571 |
| |||||
Total liabilities |
| 1,083,230 |
| 930,948 |
| 714,157 |
| 406,243 |
|
|
| 280,743 |
| |||||
Minority interest |
| 48,982 |
| 56,898 |
| 63,695 |
| 10,804 |
|
|
| — |
| |||||
Shareholders’/owners’ equity |
| 555,619 |
| 627,493 |
| 698,469 |
| 357,225 |
|
|
| 129,893 |
| |||||
Total liabilities and |
| 1,687,831 |
| 1,615,339 |
| 1,476,321 |
| 774,272 |
|
|
| 410,636 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Other Data: |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Number of facilities (end of period) |
| 409 |
| 399 |
| 339 |
| 201 |
| 155 |
| 155 |
| |||||
Total rentable square feet (end of period) |
| 26,119 |
| 25,436 |
| 20,828 |
| 12,978 |
| 9,683 |
| 9,863 |
| |||||
Occupancy (end of period) |
| 79.5 | % | 78.2 | % | 81.2 | % | 82.2 | % | 85.2 | % | 82.6 | % | |||||
Cash dividends declared per share (4) |
| $ | 1.05 |
| $ | 1.16 |
| $ | 1.13 |
| $ | 0.20 |
|
|
|
|
| |
(1) Represents historical financial data of our operating partnership, including three additional facilities acquired by our operating partnership from certain of the Amsdell Entities in connection with the IPO.
(2) Prior to the IPO, management fees to related parties were paid to U-Store-It Mini Warehouse Co., the prior manager of our self-storage facilities that was acquired at the time of our IPO.
(3) Excludes 5,198,855 operating partnership units issued at our IPO and in connection with the acquisition of facilities subsequent to our IPO. Operating partnership units have been excluded from the earnings per share calculations as there would be no effect on the earnings per share since, upon conversion, the minority interests’ share of income would also be added back to net income.
(4) The Company announced a pro rata dividend of $0.2009 per common share on November 24, 2004, full quarterly dividends of $0.28 per common share on March 2, 2005; May 31, 2005 and August 24, 2005 and dividends of $0.29 per common share on December 1, 2005; February 22, 2006; April 24, 2006; August 23, 2006; November 3, 2006; February 21, 2007; May 8, 2007; and August 14, 2007; and a dividend of $0.18 per common share on December 13, 2007.
(5) For the period from October 21, 2004 through December 31, 2004, amount includes a one-time management contract termination charge of approximately $22.2 million related to the termination of our management contracts as a result of the purchase of U-Store-It Mini Warehouse Co. and approximately $7.0 million of expenses related to the early extinguishment of debt at the time of our IPO. Additionally, for the period from October 21, 2004 through December 31, 2004, general and administrative expense includes a one-time compensation charge of approximately $2.4 million for deferred shares granted to certain members of our senior management team in connection with our IPO.
35
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS
The following discussion should be read in conjunction with the financial statementsand notes thereto appearing elsewhere in this report. The Company makes certainstatements in this section that are forward-looking statements within the meaning ofthe federal securities laws. For a complete discussion of forward-looking statements,see the section in this report entitled “Forward-Looking Statements.” Certain riskfactors may cause actual results, performance or achievements to differ materiallyfrom those expressed or implied by the following discussion. For a discussion of suchrisk factors, see the section in this report entitled “Risk Factors.”
Overview
On October 27, 2004, the Company completed its IPO, pursuant to which it sold an aggregate of 28,750,000 common shares (including 3,750,000 shares pursuant to the exercise of the underwriters’ over-allotment option) at an offering price of $16.00 per share. The IPO resulted in gross proceeds to the Company of $460.0 million. On October 7, 2005, the Company completed a follow-on public offering, pursuant to which it sold an aggregate of 19,665,000 common shares (including 2,565,000 shares pursuant to the exercise of the underwriters’ over-allotment option) at an offering price of $20.35 per share, for gross proceeds of approximately $400.2 million.
The Company is an integrated self-storage real estate company, which means that it has in-house capabilities in the operation, design, development, leasing, and acquisition of self-storage facilities. The Company has elected to be taxed as a REIT for federal tax purposes. At December 31, 2007 and 2006, the Company owned 409 and 399 self-storage facilities, respectively, totaling approximately 26.1 and 25.4 million rentable square feet, respectively.
The Company derives revenues principally from rents received from its customers who rent units at its self-storage facilities under month-to-month leases. Therefore, our operating results depend materially on our ability to retain our existing customers and lease our available self-storage units to new customers while maintaining and, where possible, increasing our pricing levels. In addition, our operating results depend on the ability of our customers to make required rental payments to us. We believe that our decentralized approach to the management and operation of our facilities, which places an emphasis on local, market level oversight and control, allows us to respond quickly and effectively to changes in local market conditions, where appropriate increasing rents while maintaining occupancy levels, or increasing occupancy levels while maintaining pricing levels.
The Company experiences minor seasonal fluctuations in the occupancy levels of our facilities, which are generally slightly higher during the summer months due to increased moving activity.
In the future, the Company intends to focus on increasing our internal growth and selectively pursuing targeted acquisitions and developments of self-storage facilities. We intend to incur additional debt in connection with any such future acquisitions or developments.
The Company has one reportable operating segment: we own, operate, develop, and acquire self-storage facilities.
The Company’s self-storage facilities are located in major metropolitan and rural areas and have numerous tenants per facility. No single tenant represents 1% or more of our revenues. The facilities in Florida, California, Texas and Illinois provided approximately 19%, 15%, 8% and 7%, respectively, of total revenues for the year ended December 31, 2007.
Summary of Critical Accounting Policies and Estimates
Set forth below is a summary of the accounting policies that management believes are critical to the preparation of the consolidated financial statements included in this report. Certain of the accounting policies used in the preparation of these consolidated financial statements are particularly important for an understanding of the financial position and results of operations presented in the historical consolidated financial statements included in this report. A summary of significant accounting policies is also provided in the notes to our consolidated financial statements (See Note 2 to the consolidated financial statements). These policies require the application of judgment and assumptions by management and, as a result, are subject to a degree of uncertainty. Due to this uncertainty, actual results could differ materially from estimates calculated and utilized by management.
36
Basis of Presentation
The accompanying consolidated financial statements include all of the accounts of the Company, the operating partnership and the wholly-owned subsidiaries of the operating partnership. For analytical presentation, all percentages are calculated using the numbers presented in the financial statements contained in this Annual Report on Form 10-K.
Self-Storage Facilities
The Company records self-storage facilities at cost less accumulated depreciation. Depreciation on the buildings and equipment is recorded on a straight-line basis over their estimated useful lives, which range from five to 40 years. Expenditures for significant renovations or improvements that extend the useful life of assets are capitalized. Repairs and maintenance costs are expensed as incurred.
When facilities are acquired, the purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed based on estimated fair values. When a portfolio of facilities is acquired, the purchase price is allocated to the individual facilities based upon an income approach or a cash flow analysis using appropriate risk adjusted capitalization rates, which take into account the relative size, age and location of the individual facility along with current and projected occupancy and rental rate levels or appraised values, if available. Allocations to the individual assets and liabilities are based upon comparable market sales information for land, buildings and improvements and estimates of depreciated replacement cost of equipment.
In allocating the purchase price, the Company determines whether the acquisition includes intangible assets or liabilities. Substantially all of the leases in place at acquired facilities are at market rates, as the majority of the leases are month-to-month contracts. Accordingly, to date no portion of the purchase price has been allocated to above- or below-market lease intangibles. To date, no intangible asset has been recorded for the value of tenant relationships, because the Company does not have any concentrations of significant tenants and the average tenant turnover is fairly frequent. While intangible assets for in-place leases have not historically been recorded, the Company recorded a $6.8 million intangible asset to recognize the value of in-place leases related to its acquisition of 14 self-storage facilities during the third quarter of 2007.
Long-lived assets classified as “held for use” are reviewed for impairment when events and circumstances indicate that there may be an impairment. The carrying values of these long-lived assets are compared to the undiscounted future net operating cash flows attributable to the assets. An impairment loss is recorded if the net carrying value of the asset exceeds the fair value based on its undiscounted future net operating cash flows attributable to the asset and circumstances indicate that the carrying value of the real estate asset may not be recoverable. The impairment loss recognized equals the excess of net carrying value over the related fair value of the asset. The Company recorded an asset impairment charge of $2.3 million for the year ended December 31, 2005 related to hurricane damage (See Note 17 to the Consolidated and Combined Financial Statements) and impairment charges totaling $0.4 million for the year ended December 31, 2007, related to fire and flood damage.
The Company considers long-lived assets to be “held for sale” upon satisfaction of the following criteria: (a) management commits to a plan to sell a facility (or group of facilities), (b) the facility is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such facilities, (c) an active program to locate a buyer and other actions required to complete the plan to sell the facility have been initiated, (d) the sale of the facility is probable and transfer of the asset is expected to be completed within one year, (e) the facility is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (f) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.
Typically these criteria are all met when the relevant asset is under contract, significant non-refundable deposits have been made by the potential buyer, the assets are immediately available for transfer and there are no contingencies related to the sale that may prevent the transaction from closing. In most transactions, these contingencies are not satisfied until the actual closing of the transaction; and, accordingly, the facility is not identified as held for sale until the closing actually occurs. However, each potential transaction is evaluated based on its separate facts and circumstances.
Revenue Recognition
Management has determined that all our leases with tenants are operating leases. Rental income is recognized in accordance with the terms of the lease agreements or contracts, which generally are month-to-month. Revenues from long-term operating leases are recognized on a straight-line basis over the term of the lease. The excess of rents recognized over
37
amounts contractually due pursuant to the underlying leases is included in deferred revenue, and contractually due but unpaid rents are included in other assets.
Share Based Payments
We apply the fair value method of accounting for contingently issued shares and share options issued under our equity incentive plans. Accordingly, share compensation expense was recorded ratably over the vesting period relating to such contingently issued shares and options. The Company has elected to recognize compensation expense on a straight-line method over the requisite service period. Additionally, certain restricted share units awarded to our former Chief Executive Officer in 2005 were scheduled to vest immediately upon his retirement from the Company as he had reached the retirement age set forth in his award agreement. Accordingly, share compensation expense related to this issuance was expensed fully in 2005.
Minority Interests
As of September 30, 2005, the Company recorded the operating partnership units issued in connection with the National Self Storage transaction as conditionally redeemable as the result of a special redemption right (see Note 4 and Note 7 to the consolidated financial statements) for a discussion of the National Self Storage transaction). On October 25, 2005, the sellers in the National Self Storage transaction agreed to terminate the Special Redemption Right, effective as of July 15, 2005 (the first date on which National Self Storage facilities were acquired by the operating partnership under the purchase agreement). From the issuance date until October 25, 2005, the Company elected to accrete changes in the redemption value of the National Self Storage units issued over the period from the date of issuance to the earliest redemption date (one year from the date of initial issuance) on a pro rata basis. Upon termination of the Special Redemption Right, the Company classified these units in minority interest. The amount of accretion recorded through October 25, 2005 was approximately $3.0 million. Effective October 26, 2005, minority interest represents issued and outstanding operating partnership units.
Minority Interests include income allocated to holders of the operating partnership units. Income is allocated to the minority interests based on their ownership percentage of the operating partnership. This ownership percentage, as well as the total net assets of the operating partnership, changes when additional common shares or operating partnership units are issued. Such changes result in an allocation between shareholders’ equity and Minority Interests in the Consolidated Balance Sheets. Due to the number of such capital transactions that occur each period, we have presented a single net effect of all such allocations for the period as the “Adjustment for Minority Interest in Operating Partnership” in our Consolidated Statements of Shareholders’ Equity and Owners’ Equity (Deficit) (rather than separately allocating the minority interest for each individual capital transaction).
Recent Accounting Pronouncements
In December 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 141 (Revised 2007), Business Combinations (“FAS 141(R)”). FAS 141(R) establishes principles and requirements for recognizing identifiable assets acquired, liabilities assumed, noncontrolling interest in the acquiree, goodwill acquired in the combination or the gain from a bargain purchase, and disclosure requirements. Under this revised statement, all costs incurred to effect an acquisition will be recognized separately from the acquisition. Also, restructuring costs that are expected but the acquirer is not obligated to incur will be recognized separately from the acquisition. FAS 141(R) is effective for the Company beginning with its quarter ending March 31, 2009. The Company is currently assessing the potential impacts, if any, on its consolidated financial statements.
In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160, Noncontrolling Interests in Consolidated Financial Statements (“FAS 160”). FAS 160 requires that ownership interests in subsidiaries held by parties other than the parent are clearly identified. In addition, it requires that the amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the income statement. FAS 160 is effective for the Company beginning with its quarter ending March 31, 2009. The Company is currently assessing the potential impacts, if any, on its consolidated financial statements.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities – including an amendment of FASB Statement No. 115 (“SFAS No. 159”). SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value, with unrealized gains and losses related to these financial instruments reported in earnings at each subsequent reporting date.
38
This statement is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. The Company is in the process of evaluating the impact of SFAS No. 159 on its financial statements.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS No. 157”). SFAS No. 157 provides guidance for using fair value to measure assets and liabilities. This statement clarifies the principle that fair value should be based on the assumptions that market participants would use when pricing the asset or liability. SFAS No. 157 establishes a fair value hierarchy, giving the highest priority to quoted prices in active markets and the lowest priority to unobservable data. SFAS No. 157 applies whenever other standards require assets or liabilities to be measured at fair value. This statement is effective in fiscal years beginning after November 15, 2007. The Company believes that the adoption of this standard on January 1, 2008 will not have a material effect on our consolidated financial statements.
In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109 (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on description, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 became effective for the Company on January 1, 2007. The adoption of FIN 48 in 2007 did not have a material effect on the consolidated financial statements.
In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments — An Amendment of FASB Nos. 133 and 140. The purpose of SFAS No. 155 is to simplify the accounting for certain hybrid financial instruments by permitting fair value re-measurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation. SFAS No. 155 also eliminates the restriction on passive derivative instruments that a qualifying special-purpose entity may hold. SFAS No. 155 is effective for all financial instruments acquired or issued after the beginning of an entity’s first fiscal year beginning after September 15, 2006. The adoption of SFAS No. 155 in 2007 did not have a material effect on the consolidated financial statements.
Results of Operations
The following discussion of our results of operations should be read in conjunction with the consolidated financial statements and the accompanying notes thereto. Historical results set forth in the consolidated statements of operations reflect only the existing facilities and should not be taken as indicative of future operations.
Comparison of Operating Results for the Years Ended December 31, 2007 and 2006(not including discontinued operations)
Acquisition and Development Activities
The comparability of the Company’s results of operations is significantly affected by acquisition activities in 2007 and 2006 as listed below. At December 31, 2007 and 2006, the Company owned 409 and 399 self-storage facilities and related assets, respectively.
· In 2007, 17 self-storage facilities were acquired for approximately $140.5 million (the “2007 Acquisitions”).
· In 2007, 5 self-storage facilities were sold for approximately $19.2 million (the “2007 Dispositions”).
· In 2006, 60 self-storage facilities were acquired for approximately $362.4 million (the “2006 Acquisitions”).
39
|
| For the year ended December 31, |
| ||||
|
| 2007 |
| 2006 |
| ||
REVENUES |
| (in thousands) |
| ||||
Rental income |
| $ | 211,974 |
| $ | 195,331 |
|
Other property related income |
| 16,828 |
| 14,816 |
| ||
Other - related party |
| 365 |
| 457 |
| ||
Total revenues |
| 229,167 |
| 210,604 |
| ||
OPERATING EXPENSES |
|
|
|
|
| ||
Property operating expenses |
| 96,802 |
| 85,415 |
| ||
Property operating expenses - related party |
| 59 |
| 69 |
| ||
Depreciation |
| 70,192 |
| 64,079 |
| ||
Asset write-off |
| — |
| 305 |
| ||
Lease abandonment |
| 1,316 |
| — |
| ||
General and administrative |
| 21,966 |
| 21,675 |
| ||
General and administrative - related party |
| 337 |
| 613 |
| ||
Total operating expenses |
| 190,672 |
| 172,156 |
| ||
OPERATING INCOME |
| 38,495 |
| 38,448 |
| ||
OTHER INCOME (EXPENSE) |
|
|
|
|
| ||
Interest: |
|
|
|
|
| ||
Interest expense on loans |
| (54,108 | ) | (45,628 | ) | ||
Loan procurement amortization expense |
| (1,772 | ) | (1,972 | ) | ||
Write-off of loan procurement cost due to |
| — |
| (1,907 | ) | ||
Interest income |
| 401 |
| 1,336 |
| ||
Other |
| 118 |
| 191 |
| ||
Total other expense |
| (55,361 | ) | (47,980 | ) | ||
LOSS FROM CONTINUING OPERATIONS |
| $ | (16,866 | ) | $ | (9,532 | ) |
The Company | The Predecessor(1) | |||||||||||||||||||||||
Period | Period | |||||||||||||||||||||||
October 21, | January 1, | |||||||||||||||||||||||
Year Ended | through | through | ||||||||||||||||||||||
December 31, | December 31, | October 20, | Year Ended December 31, | |||||||||||||||||||||
2005 | 2004 | 2004 | 2003 | 2002 | 2001 | |||||||||||||||||||
(Dollars and shares in thousands, except per share data) | ||||||||||||||||||||||||
Statement of Operations Data: | ||||||||||||||||||||||||
Revenues: | ||||||||||||||||||||||||
Rental income | $ | 138,120 | $ | 21,314 | $ | 65,631 | $ | 76,898 | $ | 72,719 | $ | 59,120 | ||||||||||||
Other property related income | 10,001 | 1,452 | 3,211 | 3,916 | 3,866 | 3,156 | ||||||||||||||||||
Total revenues | 148,121 | 22,766 | 68,842 | 80,814 | 76,585 | 62,276 | ||||||||||||||||||
Operating expenses: | ||||||||||||||||||||||||
Property operating expenses | 54,952 | 9,635 | 26,031 | 28,096 | 26,075 | 20,977 | ||||||||||||||||||
Property operating expense — related party | 43 | — | — | — | — | — | ||||||||||||||||||
Depreciation | 39,949 | 5,800 | 16,528 | 19,494 | 19,656 | 14,168 | ||||||||||||||||||
General and administrative | 17,786 | 4,140 | — | — | — | — | ||||||||||||||||||
General and administrative — related party | 736 | 114 | — | — | — | — | ||||||||||||||||||
Management fees — related party(2) | — | — | 3,689 | 4,361 | 4,115 | 3,358 | ||||||||||||||||||
Total operating expenses | 113,466 | 19,689 | 46,248 | 51,951 | 49,846 | 38,503 | ||||||||||||||||||
Operating income | 34,655 | 3,077 | 22,594 | 28,863 | 26,739 | 23,773 | ||||||||||||||||||
Interest: | ||||||||||||||||||||||||
Interest expense on loans | (32,370 | ) | (4,428 | ) | (19,385 | ) | (15,128 | ) | (15,944 | ) | (13,430 | ) | ||||||||||||
Loan procurement amortization expense | (1,785 | ) | (240 | ) | (5,727 | ) | (1,015 | ) | (1,079 | ) | (1,182 | ) | ||||||||||||
Early extinguishment of debt | (93 | ) | (7,012 | ) | — | — | — | — | ||||||||||||||||
Costs incurred to acquire management company — related party | — | (22,152 | ) | — | — | — | — | |||||||||||||||||
Loss on sale of storage facilities | — | — | — | — | — | (2,459 | ) | |||||||||||||||||
Interest income | 2,405 | 37 | 69 | 12 | — | — | ||||||||||||||||||
Other | (47 | ) | (78 | ) | — | — | — | — | ||||||||||||||||
Income (loss) from continuing operations before minority interest | 2,765 | (30,796 | ) | (2,449 | ) | 12,732 | 9,716 | 6,702 | ||||||||||||||||
Minority interest | (199 | ) | 898 | — | — | — | — | |||||||||||||||||
Income (loss) from continuing operations | 2,566 | (29,898 | ) | (2,449 | ) | 12,732 | 9,716 | 6,702 | ||||||||||||||||
Discontinued operations: | ||||||||||||||||||||||||
Income from operations | 32 | — | — | 171 | 312 | 194 | ||||||||||||||||||
Gain on sale of storage facilities | 179 | — | — | 3,329 | — | — | ||||||||||||||||||
Income from discontinued operations | 211 | — | — | 3,500 | 312 | 194 | ||||||||||||||||||
Net income (loss) | $ | 2,777 | $ | (29,898 | ) | $ | (2,449 | ) | $ | 16,232 | $ | 10,028 | $ | 6,896 | ||||||||||
Rental income increased from $195.3 million in 2006 to $211.9 million in 2007, an increase of $16.6 million, or 8%. This increase is primarily attributable to (i) additional rental income from the 2007 Acquisitions, (ii) a full year contribution from the 2006 Acquisitions, and (iii) an increase in rental income from our pool of same-store facilities of approximately $3.0 million resulting from rate increases and an increase in average occupancy from 81.2% to 81.7%.
Other property related income, including Other – related party, increased from $15.3 million in 2006 to $17.2 million in 2007, an increase of $1.9 million, or 12%. This increase is primarily attributable to the other property income from the 2007 Acquisitions and a full year contribution from the 2006 Acquisitions.
Total Operating Expenses
Property operating expenses, including property operating expenses – related party, increased from $85.5 million in 2006 to $96.9 million in 2007, an increase of $11.4 million, or 13%. This increase is primarily attributable to (i) additional operating expenses from the 2007 Acquisitions, (ii) a full year of operating expenses from the 2006 Acquisitions, and (iii) an increase in repair and maintenance expenses of $1.2 million as part of the Company’s effort to address deferred maintenance items during 2007.
General and administrative expenses, including General and administrative expenses – related party, remained unchanged at $22.3 million. The 2006 period includes approximately $2.7 million of severance costs related to a Company restructuring of certain management positions; the 2007 period includes approximately $1.2 million of non-recurring legal and professional costs associated with the litigation and related settlement with the Amsdells.
40
The Company | The Predecessor(1) | |||||||||||||||||||||||
Period | Period | |||||||||||||||||||||||
October 21, | January 1, | |||||||||||||||||||||||
Year Ended | through | through | ||||||||||||||||||||||
December 31, | December 31, | October 20, | Year Ended December 31, | |||||||||||||||||||||
2005 | 2004 | 2004 | 2003 | 2002 | 2001 | |||||||||||||||||||
(Dollars and shares in thousands, except per share data) | ||||||||||||||||||||||||
Basic and diluted earnings (loss) per share from continuing operations | $ | 0.07 | $ | (0.80 | ) | |||||||||||||||||||
Basic and diluted earnings per share from discontinued operations | — | — | ||||||||||||||||||||||
Basic and diluted earnings (loss) per share | $ | 0.07 | $ | (0.80 | ) | |||||||||||||||||||
Weighted average basic common shares outstanding(3) | 42,120 | 37,478 | ||||||||||||||||||||||
Weighted average diluted common shares outstanding(3) | 42,203 | 37,478 | ||||||||||||||||||||||
Distribution declared(4) | $ | 1.13 | $ | 0.2009 | ||||||||||||||||||||
Balance Sheet Data (as of end of period): | ||||||||||||||||||||||||
Storage facilities, net | $ | 1,246,295 | $ | 729,155 | $ | 395,599 | $ | 411,232 | $ | 378,179 | ||||||||||||||
Total assets | 1,481,488 | 775,874 | 412,219 | 421,400 | 392,016 | |||||||||||||||||||
Loans payable and capital lease obligations | 669,338 | 380,652 | 271,945 | 270,413 | 242,184 | |||||||||||||||||||
Total liabilities | 714,376 | 405,432 | 280,470 | 278,987 | 249,854 | |||||||||||||||||||
Minority interest | 64,108 | 11,062 | — | — | — | |||||||||||||||||||
Shareholders’/owners’ equity | 703,004 | 359,380 | 131,749 | 142,413 | 142,162 | |||||||||||||||||||
Total liabilities and shareholders’/owners’ equity | 1,481,488 | 775,874 | 412,219 | 421,400 | 392,016 | |||||||||||||||||||
Other Data: | ||||||||||||||||||||||||
Net operating income | 93,126 | 13,131 | 42,811 | 52,718 | 50,510 | 41,299 | ||||||||||||||||||
Funds from operations for the operating partnership | 42,914 | (24,996 | ) | 14,079 | 32,604 | 29,885 | 23,812 | |||||||||||||||||
Number of facilities (end of period) | 339 | 201 | 155 | 155 | 159 | 152 | ||||||||||||||||||
Total rentable square feet (end of period) | 20,828,446 | 12,977,893 | 9,683,014 | 9,863,014 | 10,050,274 | 9,520,547 | ||||||||||||||||||
Occupancy (end of period) | 81.2 | % | 82.2 | % | 85.2 | % | 82.6 | % | 79.2 | % | 78.6 | % | ||||||||||||
Cash dividends declared per share(4) | $ | 1.13 | $ | 0.2009 | ||||||||||||||||||||
Cash Flow data: | ||||||||||||||||||||||||
Net cash flow provided by (used in): | ||||||||||||||||||||||||
Operating activities | $ | 48,850 | $ | 9,415 | $ | 25,523 | $ | 34,227 | $ | 31,642 | $ | 23,570 | ||||||||||||
Investing activities | (392,694 | ) | (229,075 | ) | (5,114 | ) | (2,507 | ) | (33,212 | ) | (127,683 | ) | ||||||||||||
Financing activities | 516,457 | 246,078 | (25,845 | ) | (25,729 | ) | (818 | ) | 105,049 | |||||||||||||||
Reconciliation of Net Income (Loss) to Funds from Operations (FFO): | ||||||||||||||||||||||||
Net Income (loss)(5) | $ | 2,777 | $ | (29,898 | ) | $ | (2,449 | ) | $ | 16,232 | $ | 10,028 | $ | 6,896 | ||||||||||
Plus: | ||||||||||||||||||||||||
Depreciation | 39,949 | 5,800 | 16,528 | 19,494 | 19,656 | 14,168 | ||||||||||||||||||
Minority interest | 199 | (898 | ) | — | — | — | — | |||||||||||||||||
Depreciation included in discontinued operations | 168 | — | — | 207 | 201 | 289 | ||||||||||||||||||
Loss on sale of storage facilities | — | — | — | — | — | 2,459 |
In August 2007, the Company abandoned certain office space in Cleveland, OH that was previously used for its corporate offices. The related leases have expiration dates ranging from December 31, 2008 through December 31, 2014. Upon vacating the space, the Company entered into a sub-lease agreement with a sub-tenant to lease the majority of the space for the duration of the term. As a result of this exit activity, the Company recognized a “Lease abandonment charge” of $1.3 million during 2007.
Total Other Expenses
Interest expense increased from $45.6 million in 2006 to $54.1 million in 2007, an increase of $8.5 million, or 19%. The increase is attributable to a higher amount of outstanding debt in 2007 primarily resulting from the financing of the 2007 Acquisitions, which was primarily funded through the revolving credit facility and secured term loan. An additional source of the increase is a full year of interest expense related to debt assumed in conjunction with the 2006 Acquisitions.
Loan procurement amortization expense decreased from $2.0 million in 2006 to $1.8 million in 2007, a decrease of $0.2 million, or 10%. The decrease is attributable to the repayment of five mortgages during 2007.
In conjunction with the two revolving credit facility financings during 2006, the Company incurred charges of $1.9 million relating to the write-off of unamortized loan procurement costs.
Interest income decreased to $0.4 million in 2007 from $1.3 million in 2006. This decrease is primarily attributable to the Company’s investment of excess proceeds from the 2005 follow-on public offering in interest bearing accounts and in short-term marketable securities until the excess proceeds were used to fund acquisitions or pay down existing debt during the first quarter of 2006.
Comparison of Operating Results for the Years Ended December 31, 2006 and 2005(not including discontinued operations)
Acquisition and Development Activities
The comparability of the Company’s results of operations is significantly affected by acquisition activities in 2006 and 2005. At December 31, 2006 and 2005, the Company owned 399 and 339 self-storage facilities and related assets, respectively.
In 2006, 60 self-storage facilities were acquired for approximately $362.4 million (the “2006 Acquisitions”).
In 2005, 146 self-storage facilities were acquired for approximately $547.9 million. During 2005, four self-storage facilities were sold for approximately $6.2 million, and accordingly results of operations for these facilities have been accounted for as discontinued operations. The Company also reduced its reported number of facilities during 2005 by consolidating four facilities into existing adjacent facilities. Based upon total acquisitions, dispositions and consolidations, the Company had a net increase of 138 facilities in 2005 (the “2005 Acquisitions”).
41
|
| For the year ended December 31, |
| ||||
|
| 2006 |
| 2005 |
| ||
REVENUES |
| (in thousands) |
| ||||
Rental income |
| $ | 195,331 |
| $ | 135,169 |
|
Other property related income |
| 14,816 |
| 10,001 |
| ||
Other - related party |
| 457 |
| 405 |
| ||
Total revenues |
| 210,604 |
| 145,575 |
| ||
OPERATING EXPENSES |
|
|
|
|
| ||
Property operating expenses |
| 85,415 |
| 54,793 |
| ||
Property operating expenses - related party |
| 69 |
| 43 |
| ||
Depreciation |
| 64,079 |
| 39,479 |
| ||
Asset write-off |
| 305 |
| — |
| ||
General and administrative |
| 21,675 |
| 17,786 |
| ||
General and administrative - related party |
| 613 |
| 736 |
| ||
Total operating expenses |
| 172,156 |
| 112,837 |
| ||
OPERATING INCOME |
| 38,448 |
| 32,738 |
| ||
OTHER INCOME (EXPENSE) |
|
|
|
|
| ||
Interest: |
|
|
|
|
| ||
Interest expense on loans |
| (45,628 | ) | (31,907 | ) | ||
Loan procurement amortization expense |
| (1,972 | ) | (2,045 | ) | ||
Write-off of loan procurement cost due to |
| (1,907 | ) | (93 | ) | ||
Interest income |
| 1,336 |
| 2,404 |
| ||
Other |
| 191 |
| (47 | ) | ||
Total other expense |
| (47,980 | ) | (31,688 | ) | ||
INCOME (LOSS) FROM CONTINUING OPERATIONS |
| $ | (9,532 | ) | $ | 1,050 |
|
The Company | The Predecessor(1) | |||||||||||||||||||||||
Period | Period | |||||||||||||||||||||||
October 21, | January 1, | |||||||||||||||||||||||
Year Ended | through | through | ||||||||||||||||||||||
December 31, | December 31, | October 20, | Year Ended December 31, | |||||||||||||||||||||
2005 | 2004 | 2004 | 2003 | 2002 | 2001 | |||||||||||||||||||
(Dollars and shares in thousands, except per share data) | ||||||||||||||||||||||||
Less: | ||||||||||||||||||||||||
Gain on sale of storage facilities | (179 | ) | — | — | (3,329 | ) | — | — | ||||||||||||||||
FFO for the operating partnership | $ | 42,914 | $ | (24,996 | ) | $ | 14,079 | $ | 32,604 | $ | 29,885 | $ | 23,812 | |||||||||||
FFO allocable to minority interest | $ | (2,864 | ) | $ | (733 | ) | ||||||||||||||||||
FFO attributable to common shareholders | $ | 40,050 | $ | (24,263 | ) | |||||||||||||||||||
Reconciliation of Net Income (Loss) to Net Operating Income: | ||||||||||||||||||||||||
Net Income (loss)(5) | $ | 2,777 | $ | (29,898 | ) | $ | (2,449 | ) | $ | 16,232 | $ | 10,028 | $ | 6,896 | ||||||||||
Plus: | ||||||||||||||||||||||||
Interest: | ||||||||||||||||||||||||
Interest expense on loans | 32,370 | 4,428 | 19,385 | 15,128 | 15,944 | 13,430 | ||||||||||||||||||
Loan procurement amortization expense | 1,785 | 240 | 5,727 | 1,015 | 1,079 | 1,182 | ||||||||||||||||||
Minority interest | 199 | (898 | ) | — | — | — | — | |||||||||||||||||
Early extinguishment of debt | 93 | 7,012 | — | — | — | — | ||||||||||||||||||
Costs incurred to acquire management company — related party(5) | — | 22,152 | — | — | — | — | ||||||||||||||||||
Loss on sale of storage facilities | — | — | — | — | — | 2,459 | ||||||||||||||||||
Other | 47 | 78 | — | — | — | — | ||||||||||||||||||
Less: | ||||||||||||||||||||||||
Income from discontinued operations | (32 | ) | — | — | (171 | ) | (312 | ) | (194 | ) | ||||||||||||||
Gain on sale of storage facilities | (179 | ) | — | — | (3,329 | ) | — | — | ||||||||||||||||
Interest income | (2,405 | ) | (37 | ) | (69 | ) | (12 | ) | — | — | ||||||||||||||
Operating income | $ | 34,655 | $ | 3,077 | $ | 22,594 | $ | 28,863 | $ | 26,739 | $ | 23,773 | ||||||||||||
Plus: | ||||||||||||||||||||||||
General and administrative/ Management fees to related party | 18,522 | 4,254 | 3,689 | 4,361 | 4,115 | 3,358 | ||||||||||||||||||
Depreciation | 39,949 | 5,800 | 16,528 | 19,494 | 19,656 | 14,168 | ||||||||||||||||||
Net operating income | $ | 93,126 | $ | 13,131 | $ | 42,811 | $ | 52,718 | $ | 50,510 | $ | 41,299 | ||||||||||||
Rental income increased from $135.2 million in 2005 to $195.3 million in 2006, an increase of $60.2 million, or 45%. This increase is primarily attributable to (i) additional rental income from the 2006 Acquisitions, (ii) a full year contribution from the 2005 Acquisitions, and (iii) an increase in rental income from our pool of same-store facilities of approximately $4.6 million.
Other property related income, including Other – related party, increased from $10.4 million in 2005 to $15.3 million in 2006, an increase of $4.9 million, or 47%. This increase is primarily attributable to the other property income from the 2006 Acquisitions and a full year contribution from the 2005 Acquisitions.
Total Operating Expenses
Property operating expenses, including Property operating expenses – related party, increased from $54.8 million in 2005 to $85.5 million in 2006, an increase of $30.6 million, or 56%. This increase is primarily attributable to (i) additional operating expenses from the 2006 Acquisitions, (ii) a full year of operating expenses from the 2005 Acquisitions, and (iii) an increase in operating expenses from our “same-store” facilities of approximately $5.7 million.
General and administrative, including General and administrative – related party, expenses increased from $18.5 million in 2005 to $22.3 million in 2006, an increase of $3.8 million, or 20.5%. The increase is primarily attributable to (i) approximately $2.7 million of severance costs during 2006, (ii) approximately $0.4 million related to the settlement of a claim made based on actions taken by the Predecessor Company prior to the initial public offering, and (iii) $0.2 million related to professional fees incurred in 2006 related to reorganization.
42
Asset write-off in 2006 of $0.3 million represents the disposal of the Company’s former point of sale system, which was replaced with CentershiftTM in the fourth quarter of 2006.
Total Other Expenses
Interest expense increased from $31.9 million in 2005 to $45.6 million in 2006, an increase of $13.7 million, or 43%. The increase is attributable to a higher amount of outstanding debt in 2006 primarily resulting from the financing of certain of the 2006 Acquisitions with additional borrowings.
In conjunction with the two revolving credit facility financings during 2006, the Company incurred charges of $1.9 million relating to the write-off of unamortized loan procurement costs.
Interest income decreased to $1.3 million in 2006 from $2.4 million in 2005. This decrease is primarily attributable to the Company’s 2005 follow-on public offering. The Company invested excess proceeds from the follow-on offering in interest bearing accounts and in short-term marketable securities until the excess proceeds were used to fund acquisitions or pay down existing debt during the first quarter of 2006.
Impact of Hurricanes
As a result of hurricanes that occurred during the third quarter of 2005, the Company incurred damage at certain of its self-storage facilities located in Alabama, Louisiana and Mississippi. Under the provisions of SFAS No. 144, “Accounting for the Impairment of or Disposal of Long-Lived Assets” (“SFAS No. 144”), the Company determined that there were indicators of impairment and accordingly tested the assets for recoverability. After an assessment of the damage sustained at the Waveland, Mississippi facility, the Company determined that a charge for impairment of approximately $2.3 million was required because the estimated undiscounted future cash flows did not support the carrying value of the assets. The Company expected that insurance proceeds from its comprehensive insurance for property damage would cover the entire loss incurred, and in 2005 appropriately recorded the impairment charge and an offsetting insurance recovery of $2.3 million, of which $0.5 million was received in October 2005. The related insurance receivable was included in other assets as of December 31, 2005, and the asset impairment charge and related insurance recovery were presented net in operating expenses for the year ended December 31, 2005. During 2006, insurance proceeds were sufficient to satisfy the insurance receivable and no balance remained as of December 31, 2007.
Same-Store Facility Results
The Company considers its same-store portfolio to consist of only those facilities owned at the beginning and at the end of the applicable periods presented. The following same-store presentation is considered to be useful to investors in evaluating our performance because it provides information relating to changes in facility-level operating performance without taking into account the effects of acquisitions, developments or dispositions. The following table sets forth operating data for our same-store portfolio for the periods presented.
43
Comparison of the Year Ended December 31, 2007 to the Year Ended December 31,2006
The following table provides information pertaining to our Same-Store portfolio for 2007 and 2006:
|
|
|
|
|
|
|
|
|
| Properties |
| Other/ |
|
|
|
|
|
|
|
|
| |||||||||||||||||
|
| Same Store Property Portfolio |
| Acquired |
| Eliminations |
| Total Portfolio |
| |||||||||||||||||||||||||||||
|
|
|
|
|
| Increase/ |
| % |
|
|
|
|
|
|
|
|
|
|
|
|
| Increase/ |
|
|
| |||||||||||||
|
| 2007 |
| 2006 |
| (Decrease) |
| Change |
| 2007 |
| 2006 |
| 2007 |
| 2006 |
| 2007 |
| 2006 |
| (Decrease) |
| Change |
| |||||||||||||
REVENUES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Rental income |
| $ | 173,409 |
| $ | 170,103 |
| $ | 3,306 |
| 2% |
| $ | 38,564 |
| $ | 25,181 |
| $ | 1 |
| $ | 47 |
| $ | 211,974 |
| $ | 195,331 |
| $ | 16,643 |
| 9 | % |
Other property related income |
| 13,301 |
| 12,653 |
| 648 |
| 5% |
| 3,299 |
| 2,150 |
| 228 |
| 13 |
| 16,828 |
| 14,816 |
| 2,012 |
| 14 | % | ||||||||||
Other — related party |
| — |
| — |
| — |
| — |
| — |
| — |
| 365 |
| 457 |
| 365 |
| 457 |
| (92 | ) | -20 | % | ||||||||||
Total revenues |
| 186,710 |
| 182,756 |
| 3,954 |
| 2% |
| 41,863 |
| 27,331 |
| 594 |
| 517 |
| 229,167 |
| 210,604 |
| 18,563 |
| 9 | % | ||||||||||
OPERATING EXPENSES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Property operating expenses |
| 72,010 |
| 69,262 |
| 2,748 |
| 4% |
| 17,753 |
| 10,384 |
| 7,039 |
| 5,769 |
| 96,802 |
| 85,415 |
| 11,387 |
| 13 | % | ||||||||||
Property operating expenses — related party |
| — |
| — |
| — |
| — |
| — |
| — |
| 59 |
| 69 |
| 59 |
| 69 |
| (10 | ) | -14 | % | ||||||||||
Subtotal |
| 72,010 |
| 69,262 |
| 2,748 |
| 4% |
| 17,753 |
| 10,384 |
| 7,098 |
| 5,838 |
| 96,861 |
| 85,484 |
| 11,377 |
| 13 | % | ||||||||||
NET OPERATING INCOME: |
| 114,700 |
| 113,494 |
| 1,206 |
| 1% |
| 24,110 |
| 16,947 |
| (6,504 | ) | (5,321 | ) | 132,306 |
| 125,120 |
| 7,186 |
| 6 | % | ||||||||||
Depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 70,192 |
| 64,079 |
| 6,113 |
| 10 | % | ||||||||||
Asset write-off |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| — |
| 305 |
| (305 | ) | -100 | % | ||||||||||
Lease bandonment charge |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,316 |
| — |
| 1,316 |
| — |
| ||||||||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 21,966 |
| 21,675 |
| 291 |
| 1 | % | ||||||||||
General and administrative — related party |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 337 |
| 613 |
| (276 | ) | -45 | % | ||||||||||
Subtotal |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 93,811 |
| 86,672 |
| 7,139 |
| 8 | % | ||||||||||
Operating income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 38,495 |
| 38,448 |
| 47 |
| 0 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Other Income (Expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Interest: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Interest expense on loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (54,108 | ) | (45,628 | ) | (8,480 | ) | 19 | % | ||||||||||
Loan procurement amortization expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1,772 | ) | (1,972 | ) | 200 |
| -10 | % | ||||||||||
Write-off of loan procurement due to early extinguishment of debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| — |
| (1,907 | ) | (1907) |
| 100 | % | ||||||||||
Interest income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 401 |
| 1,336 |
| (935 | ) | -70 | % | ||||||||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 118 |
| 191 |
| (73 | ) | -38 | % | ||||||||||
Total other expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (55,361 | ) | (47,980 | ) | (7,381 | ) | 15 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
LOSS BEFORE MINORITY INTERESTS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (16,866 | ) | (9,532 | ) | (7,334 | ) | 77 | % | ||||||||||
MINORITY INTERESTS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,385 |
| 790 |
| 595 |
| 75 | % | ||||||||||
LOSS FROM CONTINUING OPERATIONS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (15,481 | ) | (8,742 | ) | (6,739 | ) | 77 | % | ||||||||||
DISCONTINUED OPERATIONS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Income from operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 102 |
| 208 |
| (106 | ) | -51 | % | ||||||||||
Net gain on disposition of discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2,517 |
| — |
| 2,517 |
| — |
| ||||||||||
Minority interest attributable to discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (215 | ) | (17 | ) | (198 | ) | 1165 | % | ||||||||||
Income from discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2,404 |
| 191 |
| 2,213 |
| 1159 | % | ||||||||||
NET INCOME (LOSS) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | (13,077 | ) | $ | (8,551 | ) | $ | (4,526 | ) | 53 | % |
Same-store revenues increased from $182.8 million in 2006 to $186.7 million in 2007, an increase of $3.9 million, or 2%. Same-store property operating expenses increased from $69.3 million in 2006 to $72.0 million in 2007, an increase of $2.7 million, or 4%. This increase was primarily attributable to slight increases in multiple expense line items.
Non-GAAP Financial MeasuresSummary of Critical Accounting Policies and Estimates
Set forth below is a widelysummary of the accounting policies that management believes are critical to the preparation of the consolidated financial statements included in this report. Certain of the accounting policies used performance measurein the preparation of these consolidated financial statements are particularly important for an understanding of the financial position and results of operations presented in the historical consolidated financial statements included in this report. A summary of significant accounting policies is also provided in the notes to our consolidated financial statements (See Note 2 to the consolidated financial statements). These policies require the application of judgment and assumptions by management and, as a result, are subject to a degree of uncertainty. Due to this uncertainty, actual results could differ materially from estimates calculated and utilized by management.
36
Basis of Presentation
The accompanying consolidated financial statements include all of the accounts of the Company, the operating partnership and the wholly-owned subsidiaries of the operating partnership. For analytical presentation, all percentages are calculated using the numbers presented in the financial statements contained in this Annual Report on Form 10-K.
Self-Storage Facilities
The Company records self-storage facilities at cost less accumulated depreciation. Depreciation on the buildings and equipment is recorded on a straight-line basis over their estimated useful lives, which range from five to 40 years. Expenditures for significant renovations or improvements that extend the useful life of assets are capitalized. Repairs and maintenance costs are expensed as incurred.
When facilities are acquired, the purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed based on estimated fair values. When a portfolio of facilities is acquired, the purchase price is allocated to the individual facilities based upon an income approach or a cash flow analysis using appropriate risk adjusted capitalization rates, which take into account the relative size, age and location of the individual facility along with current and projected occupancy and rental rate levels or appraised values, if available. Allocations to the individual assets and liabilities are based upon comparable market sales information for land, buildings and improvements and estimates of depreciated replacement cost of equipment.
In allocating the purchase price, the Company determines whether the acquisition includes intangible assets or liabilities. Substantially all of the leases in place at acquired facilities are at market rates, as the majority of the leases are month-to-month contracts. Accordingly, to date no portion of the purchase price has been allocated to above- or below-market lease intangibles. To date, no intangible asset has been recorded for the value of tenant relationships, because the Company does not have any concentrations of significant tenants and the average tenant turnover is fairly frequent. While intangible assets for in-place leases have not historically been recorded, the Company recorded a $6.8 million intangible asset to recognize the value of in-place leases related to its acquisition of 14 self-storage facilities during the third quarter of 2007.
Long-lived assets classified as “held for use” are reviewed for impairment when events and circumstances indicate that there may be an impairment. The carrying values of these long-lived assets are compared to the undiscounted future net operating cash flows attributable to the assets. An impairment loss is recorded if the net carrying value of the asset exceeds the fair value based on its undiscounted future net operating cash flows attributable to the asset and circumstances indicate that the carrying value of the real estate companiesasset may not be recoverable. The impairment loss recognized equals the excess of net carrying value over the related fair value of the asset. The Company recorded an asset impairment charge of $2.3 million for the year ended December 31, 2005 related to hurricane damage (See Note 17 to the Consolidated and Combined Financial Statements) and impairment charges totaling $0.4 million for the year ended December 31, 2007, related to fire and flood damage.
The Company considers long-lived assets to be “held for sale” upon satisfaction of the following criteria: (a) management commits to a plan to sell a facility (or group of facilities), (b) the facility is provided hereavailable for immediate sale in its present condition subject only to terms that are usual and customary for sales of such facilities, (c) an active program to locate a buyer and other actions required to complete the plan to sell the facility have been initiated, (d) the sale of the facility is probable and transfer of the asset is expected to be completed within one year, (e) the facility is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (f) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.
Typically these criteria are all met when the relevant asset is under contract, significant non-refundable deposits have been made by the potential buyer, the assets are immediately available for transfer and there are no contingencies related to the sale that may prevent the transaction from closing. In most transactions, these contingencies are not satisfied until the actual closing of the transaction; and, accordingly, the facility is not identified as a supplemental measure ofheld for sale until the closing actually occurs. However, each potential transaction is evaluated based on its separate facts and circumstances.
Revenue Recognition
Management has determined that all our leases with tenants are operating performance. We calculate FFOleases. Rental income is recognized in accordance with the best practices describedterms of the lease agreements or contracts, which generally are month-to-month. Revenues from long-term operating leases are recognized on a straight-line basis over the term of the lease. The excess of rents recognized over
37
amounts contractually due pursuant to the underlying leases is included in deferred revenue, and contractually due but unpaid rents are included in other assets.
Share Based Payments
We apply the fair value method of accounting for contingently issued shares and share options issued under our equity incentive plans. Accordingly, share compensation expense was recorded ratably over the vesting period relating to such contingently issued shares and options. The Company has elected to recognize compensation expense on a straight-line method over the requisite service period. Additionally, certain restricted share units awarded to our former Chief Executive Officer in 2005 were scheduled to vest immediately upon his retirement from the Company as he had reached the retirement age set forth in his award agreement. Accordingly, share compensation expense related to this issuance was expensed fully in 2005.
Minority Interests
As of September 30, 2005, the Company recorded the operating partnership units issued in connection with the National Self Storage transaction as conditionally redeemable as the result of a special redemption right (see Note 4 and Note 7 to the consolidated financial statements) for a discussion of the National Self Storage transaction). On October 25, 2005, the sellers in the White Paper.National Self Storage transaction agreed to terminate the Special Redemption Right, effective as of July 15, 2005 (the first date on which National Self Storage facilities were acquired by the operating partnership under the purchase agreement). From the issuance date until October 25, 2005, the Company elected to accrete changes in the redemption value of the National Self Storage units issued over the period from the date of issuance to the earliest redemption date (one year from the date of initial issuance) on a pro rata basis. Upon termination of the Special Redemption Right, the Company classified these units in minority interest. The White Paper defines FFO as net income (computed in accordance with GAAP), excluding gains (or losses) from salesamount of property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures, if any, are calculated to reflect FFO on the same basis.
Minority Interests include income allocated to related party; and deducting from net income: income from discontinued operations, gains on sale of self-storage facilities and interest income. NOI is not a measure of performance calculated in accordance with GAAP.
43
Recent Accounting Pronouncements
In December 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 141 (Revised 2007), Business Combinations (“FAS 141(R)”). FAS 141(R) establishes principles and requirements for recognizing identifiable assets acquired, liabilities assumed, noncontrolling interest in the acquiree, goodwill acquired in the combination or the gain from a bargain purchase, and disclosure requirements. Under this revised statement, all costs incurred to effect an acquisition will be recognized separately from the acquisition. Also, restructuring costs that are expected but the acquirer is not obligated to incur will be recognized separately from the acquisition. FAS 141(R) is effective for the Company beginning with our analysisits quarter ending March 31, 2009. The Company is currently assessing the potential impacts, if any, on its consolidated financial statements.
In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160, Noncontrolling Interests in Consolidated Financial Statements (“FAS 160”). FAS 160 requires that ownership interests in subsidiaries held by parties other than the parent are clearly identified. In addition, it requires that the amount of consolidated net income. NOIincome attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the income statement. FAS 160 is effective for the Company beginning with its quarter ending March 31, 2009. The Company is currently assessing the potential impacts, if any, on its consolidated financial statements.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities – including an amendment of FASB Statement No. 115 (“SFAS No. 159”). SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value, with unrealized gains and losses related to these financial instruments reported in earnings at each subsequent reporting date.
38
This statement is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. The Company is in the process of evaluating the impact of SFAS No. 159 on its financial statements.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS No. 157”). SFAS No. 157 provides guidance for using fair value to measure assets and liabilities. This statement clarifies the principle that fair value should be consideredbased on the assumptions that market participants would use when pricing the asset or liability. SFAS No. 157 establishes a fair value hierarchy, giving the highest priority to quoted prices in additionactive markets and the lowest priority to butunobservable data. SFAS No. 157 applies whenever other standards require assets or liabilities to be measured at fair value. This statement is effective in fiscal years beginning after November 15, 2007. The Company believes that the adoption of this standard on January 1, 2008 will not ashave a substitutematerial effect on our consolidated financial statements.
In June 2006, the FASB issued Interpretation No. 48, Accounting for other measuresUncertainty in Income Taxes, an Interpretation of FASB Statement No. 109 (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in a company’s financial performance reportedstatements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in accordance with GAAP, such as total revenues, operating incomea tax return. FIN 48 also provides guidance on description, classification, interest and net income.
In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments — An Amendment of FASB Nos. 133 and 140. The purpose of SFAS No. 155 is to simplify the accounting for certain hybrid financial instruments by permitting fair value re-measurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation. SFAS No. 155 also eliminates the restriction on passive derivative instruments that a qualifying special-purpose entity may hold. SFAS No. 155 is effective for all financial instruments acquired or issued after the beginning of an entity’s first fiscal year beginning after September 15, 2006. The adoption of SFAS No. 155 in 2007 did not have a material effect on the consolidated financial statements.
Results of Operations
The following discussion of our results of operations should be read in conjunction with the consolidated financial statements and the accompanying notes thereto appearing elsewherethereto. Historical results set forth in this report. the consolidated statements of operations reflect only the existing facilities and should not be taken as indicative of future operations.
Comparison of Operating Results for the Years Ended December 31, 2007 and 2006(not including discontinued operations)
Acquisition and Development Activities
The Company makes certain statements in this section that are forward-looking statements within the meaningcomparability of the federal securities laws. For a complete discussionCompany’s results of forward-looking statements, see the sectionoperations is significantly affected by acquisition activities in this report entitled “Forward-Looking Statements.” Certain risk factors may cause actual results, performance or achievements to differ materially from those expressed or implied by the following discussion. For a discussion of such risk factors, see the section in this report entitled “Risk Factors.”
· In 2007, 17 self-storage facilities were acquired for approximately $140.5 million (the “2007 Acquisitions”).
· In 2007, 5 self-storage facilities were sold for approximately $19.2 million (the “2007 Dispositions”).
· In 2006, 60 self-storage facilities were acquired for approximately $362.4 million (the “2006 Acquisitions”).
39
A comparison of net income (loss) for the years ended December 31, 2007 and 2006 is as follows:
|
| For the year ended December 31, |
| ||||
|
| 2007 |
| 2006 |
| ||
REVENUES |
| (in thousands) |
| ||||
Rental income |
| $ | 211,974 |
| $ | 195,331 |
|
Other property related income |
| 16,828 |
| 14,816 |
| ||
Other - related party |
| 365 |
| 457 |
| ||
Total revenues |
| 229,167 |
| 210,604 |
| ||
OPERATING EXPENSES |
|
|
|
|
| ||
Property operating expenses |
| 96,802 |
| 85,415 |
| ||
Property operating expenses - related party |
| 59 |
| 69 |
| ||
Depreciation |
| 70,192 |
| 64,079 |
| ||
Asset write-off |
| — |
| 305 |
| ||
Lease abandonment |
| 1,316 |
| — |
| ||
General and administrative |
| 21,966 |
| 21,675 |
| ||
General and administrative - related party |
| 337 |
| 613 |
| ||
Total operating expenses |
| 190,672 |
| 172,156 |
| ||
OPERATING INCOME |
| 38,495 |
| 38,448 |
| ||
OTHER INCOME (EXPENSE) |
|
|
|
|
| ||
Interest: |
|
|
|
|
| ||
Interest expense on loans |
| (54,108 | ) | (45,628 | ) | ||
Loan procurement amortization expense |
| (1,772 | ) | (1,972 | ) | ||
Write-off of loan procurement cost due to |
| — |
| (1,907 | ) | ||
Interest income |
| 401 |
| 1,336 |
| ||
Other |
| 118 |
| 191 |
| ||
Total other expense |
| (55,361 | ) | (47,980 | ) | ||
LOSS FROM CONTINUING OPERATIONS |
| $ | (16,866 | ) | $ | (9,532 | ) |
Total Revenues
Rental income increased from $195.3 million in 2006 to which it sold$211.9 million in 2007, an aggregateincrease of 28,750,000 common shares (including 3,750,000 shares pursuant$16.6 million, or 8%. This increase is primarily attributable to (i) additional rental income from the 2007 Acquisitions, (ii) a full year contribution from the 2006 Acquisitions, and (iii) an increase in rental income from our pool of same-store facilities of approximately $3.0 million resulting from rate increases and an increase in average occupancy from 81.2% to 81.7%.
Other property related income, including Other – related party, increased from $15.3 million in 2006 to $17.2 million in 2007, an increase of $1.9 million, or 12%. This increase is primarily attributable to the exerciseother property income from the 2007 Acquisitions and a full year contribution from the 2006 Acquisitions.
Total Operating Expenses
Property operating expenses, including property operating expenses – related party, increased from $85.5 million in 2006 to $96.9 million in 2007, an increase of $11.4 million, or 13%. This increase is primarily attributable to (i) additional operating expenses from the 2007 Acquisitions, (ii) a full year of operating expenses from the 2006 Acquisitions, and (iii) an increase in repair and maintenance expenses of $1.2 million as part of the underwriters’ over-allotment option)Company’s effort to address deferred maintenance items during 2007.
General and administrative expenses, including General and administrative expenses – related party, remained unchanged at $22.3 million. The 2006 period includes approximately $2.7 million of severance costs related to a Company restructuring of certain management positions; the 2007 period includes approximately $1.2 million of non-recurring legal and professional costs associated with the litigation and related settlement with the Amsdells.
40
Depreciation increased from $64.1 million in 2006 to $70.1 million in 2007, an offering priceincrease of $16.00 per share.$6.0 million, or 9%. The IPO resulted in gross proceedsincrease is primarily attributable to additional depreciation expense related to the 2007 Acquisitions and a full year of depreciation expense related to the 2006 Acquisitions.
Asset write-off of $0.3 million represents the disposal of the Company’s former point of sale system, which was replaced with CentershiftTM in the third quarter of 2006.
In August 2007, the Company abandoned certain office space in Cleveland, OH that was previously used for its corporate offices. The related leases have expiration dates ranging from December 31, 2008 through December 31, 2014. Upon vacating the space, the Company entered into a sub-lease agreement with a sub-tenant to lease the majority of $460.0 million. On October 7,the space for the duration of the term. As a result of this exit activity, the Company recognized a “Lease abandonment charge” of $1.3 million during 2007.
Total Other Expenses
Interest expense increased from $45.6 million in 2006 to $54.1 million in 2007, an increase of $8.5 million, or 19%. The increase is attributable to a higher amount of outstanding debt in 2007 primarily resulting from the financing of the 2007 Acquisitions, which was primarily funded through the revolving credit facility and secured term loan. An additional source of the increase is a full year of interest expense related to debt assumed in conjunction with the 2006 Acquisitions.
Loan procurement amortization expense decreased from $2.0 million in 2006 to $1.8 million in 2007, a decrease of $0.2 million, or 10%. The decrease is attributable to the repayment of five mortgages during 2007.
In conjunction with the two revolving credit facility financings during 2006, the Company incurred charges of $1.9 million relating to the write-off of unamortized loan procurement costs.
Interest income decreased to $0.4 million in 2007 from $1.3 million in 2006. This decrease is primarily attributable to the Company’s investment of excess proceeds from the 2005 follow-on public offering in interest bearing accounts and in short-term marketable securities until the excess proceeds were used to fund acquisitions or pay down existing debt during the first quarter of 2006.
Comparison of Operating Results for the Years Ended December 31, 2006 and 2005(not including discontinued operations)
Acquisition and Development Activities
The comparability of the Company’s results of operations is significantly affected by acquisition activities in 2006 and 2005. At December 31, 2006 and 2005, the Company completedowned 399 and 339 self-storage facilities and related assets, respectively.
In 2006, 60 self-storage facilities were acquired for approximately $362.4 million (the “2006 Acquisitions”).
In 2005, 146 self-storage facilities were acquired for approximately $547.9 million. During 2005, four self-storage facilities were sold for approximately $6.2 million, and accordingly results of operations for these facilities have been accounted for as discontinued operations. The Company also reduced its reported number of facilities during 2005 by consolidating four facilities into existing adjacent facilities. Based upon total acquisitions, dispositions and consolidations, the Company had a secondarynet increase of 138 facilities in 2005 (the “2005 Acquisitions”).
41
A comparison of net income (loss) for the years ended December 31, 2006 and 2005 is as follows:
|
| For the year ended December 31, |
| ||||
|
| 2006 |
| 2005 |
| ||
REVENUES |
| (in thousands) |
| ||||
Rental income |
| $ | 195,331 |
| $ | 135,169 |
|
Other property related income |
| 14,816 |
| 10,001 |
| ||
Other - related party |
| 457 |
| 405 |
| ||
Total revenues |
| 210,604 |
| 145,575 |
| ||
OPERATING EXPENSES |
|
|
|
|
| ||
Property operating expenses |
| 85,415 |
| 54,793 |
| ||
Property operating expenses - related party |
| 69 |
| 43 |
| ||
Depreciation |
| 64,079 |
| 39,479 |
| ||
Asset write-off |
| 305 |
| — |
| ||
General and administrative |
| 21,675 |
| 17,786 |
| ||
General and administrative - related party |
| 613 |
| 736 |
| ||
Total operating expenses |
| 172,156 |
| 112,837 |
| ||
OPERATING INCOME |
| 38,448 |
| 32,738 |
| ||
OTHER INCOME (EXPENSE) |
|
|
|
|
| ||
Interest: |
|
|
|
|
| ||
Interest expense on loans |
| (45,628 | ) | (31,907 | ) | ||
Loan procurement amortization expense |
| (1,972 | ) | (2,045 | ) | ||
Write-off of loan procurement cost due to |
| (1,907 | ) | (93 | ) | ||
Interest income |
| 1,336 |
| 2,404 |
| ||
Other |
| 191 |
| (47 | ) | ||
Total other expense |
| (47,980 | ) | (31,688 | ) | ||
INCOME (LOSS) FROM CONTINUING OPERATIONS |
| $ | (9,532 | ) | $ | 1,050 |
|
Total Revenues
Rental income increased from $135.2 million in 2005 to $195.3 million in 2006, an increase of $60.2 million, or 45%. This increase is primarily attributable to (i) additional rental income from the 2006 Acquisitions, (ii) a full year contribution from the 2005 Acquisitions, and (iii) an increase in rental income from our pool of same-store facilities of approximately $4.6 million.
Other property related income, including Other – related party, increased from $10.4 million in 2005 to $15.3 million in 2006, an increase of $4.9 million, or 47%. This increase is primarily attributable to the other property income from the 2006 Acquisitions and a full year contribution from the 2005 Acquisitions.
Total Operating Expenses
Property operating expenses, including Property operating expenses – related party, increased from $54.8 million in 2005 to $85.5 million in 2006, an increase of $30.6 million, or 56%. This increase is primarily attributable to (i) additional operating expenses from the 2006 Acquisitions, (ii) a full year of operating expenses from the 2005 Acquisitions, and (iii) an increase in operating expenses from our “same-store” facilities of approximately $5.7 million.
General and administrative, including General and administrative – related party, expenses increased from $18.5 million in 2005 to $22.3 million in 2006, an increase of $3.8 million, or 20.5%. The increase is primarily attributable to (i) approximately $2.7 million of severance costs during 2006, (ii) approximately $0.4 million related to the settlement of a claim made based on actions taken by the Predecessor Company prior to the initial public offering, pursuantand (iii) $0.2 million related to which it soldprofessional fees incurred in 2006 related to reorganization.
42
Depreciation increased from $39.5 million in 2005 to $64.1 million in 2006, an aggregateincrease of 19,665,000 common shares (including 2,565,000 shares pursuant$24.6 million, or 62%. The increase is primarily attributable to additional depreciation expense related to the exercise2006 Acquisitions and a full year of depreciation expense related to the 2005 Acquisitions.
Asset write-off in 2006 of $0.3 million represents the disposal of the underwriters’ option) atCompany’s former point of sale system, which was replaced with CentershiftTM in the fourth quarter of 2006.
Total Other Expenses
Interest expense increased from $31.9 million in 2005 to $45.6 million in 2006, an offering priceincrease of $20.35 per share, for gross proceeds$13.7 million, or 43%. The increase is attributable to a higher amount of $400.2 million.
In conjunction with the two revolving credit facility financings during 2006, the Company incurred charges of $1.9 million relating to the write-off of unamortized loan procurement costs.
Interest income decreased to $1.3 million in 2006 from $2.4 million in 2005. This decrease is primarily attributable to the Company’s 2005 follow-on public offering. The Company isinvested excess proceeds from the follow-on offering in interest bearing accounts and in short-term marketable securities until the excess proceeds were used to fund acquisitions or pay down existing debt during the first quarter of 2006.
Impact of Hurricanes
As a result of hurricanes that occurred during the third quarter of 2005, the Company incurred damage at certain of its self-storage facilities located in Alabama, Louisiana and Mississippi. Under the provisions of SFAS No. 144, “Accounting for the Impairment of or Disposal of Long-Lived Assets” (“SFAS No. 144”), the Company determined that there were indicators of impairment and accordingly tested the assets for recoverability. After an integrated self-storage real estate company,assessment of the damage sustained at the Waveland, Mississippi facility, the Company determined that a charge for impairment of approximately $2.3 million was required because the estimated undiscounted future cash flows did not support the carrying value of the assets. The Company expected that insurance proceeds from its comprehensive insurance for property damage would cover the entire loss incurred, and in 2005 appropriately recorded the impairment charge and an offsetting insurance recovery of $2.3 million, of which means that it has in-house capabilities$0.5 million was received in the operation, design, development, leasing, and acquisitionOctober 2005. The related insurance receivable was included in other assets as of self-storage facilities. At December 31, 2005, and 2004, the Company owned 339asset impairment charge and 201 self-storage facilities, respectively, totaling approximately 20.8 and 13.0 million rentable square feet, respectively.
44
Same-Store Facility Results
The Company considers its same-store portfolio to consist of only those facilities owned at the beginning and at the end of the applicable periods presented. The following same-store presentation is considered to be useful to investors in evaluating our performance because it provides information relating to changes in facility-level operating performance without taking into account the effects of acquisitions, developments or dispositions. The following table sets forth operating data for our same-store portfolio for the periods presented.
43
Comparison of the Year Ended December 31, 2007 to the Year Ended December 31,2006
The following table provides information pertaining to our Same-Store portfolio for 2007 and 2006:
|
|
|
|
|
|
|
|
|
| Properties |
| Other/ |
|
|
|
|
|
|
|
|
| |||||||||||||||||
|
| Same Store Property Portfolio |
| Acquired |
| Eliminations |
| Total Portfolio |
| |||||||||||||||||||||||||||||
|
|
|
|
|
| Increase/ |
| % |
|
|
|
|
|
|
|
|
|
|
|
|
| Increase/ |
|
|
| |||||||||||||
|
| 2007 |
| 2006 |
| (Decrease) |
| Change |
| 2007 |
| 2006 |
| 2007 |
| 2006 |
| 2007 |
| 2006 |
| (Decrease) |
| Change |
| |||||||||||||
REVENUES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Rental income |
| $ | 173,409 |
| $ | 170,103 |
| $ | 3,306 |
| 2% |
| $ | 38,564 |
| $ | 25,181 |
| $ | 1 |
| $ | 47 |
| $ | 211,974 |
| $ | 195,331 |
| $ | 16,643 |
| 9 | % |
Other property related income |
| 13,301 |
| 12,653 |
| 648 |
| 5% |
| 3,299 |
| 2,150 |
| 228 |
| 13 |
| 16,828 |
| 14,816 |
| 2,012 |
| 14 | % | ||||||||||
Other — related party |
| — |
| — |
| — |
| — |
| — |
| — |
| 365 |
| 457 |
| 365 |
| 457 |
| (92 | ) | -20 | % | ||||||||||
Total revenues |
| 186,710 |
| 182,756 |
| 3,954 |
| 2% |
| 41,863 |
| 27,331 |
| 594 |
| 517 |
| 229,167 |
| 210,604 |
| 18,563 |
| 9 | % | ||||||||||
OPERATING EXPENSES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Property operating expenses |
| 72,010 |
| 69,262 |
| 2,748 |
| 4% |
| 17,753 |
| 10,384 |
| 7,039 |
| 5,769 |
| 96,802 |
| 85,415 |
| 11,387 |
| 13 | % | ||||||||||
Property operating expenses — related party |
| — |
| — |
| — |
| — |
| — |
| — |
| 59 |
| 69 |
| 59 |
| 69 |
| (10 | ) | -14 | % | ||||||||||
Subtotal |
| 72,010 |
| 69,262 |
| 2,748 |
| 4% |
| 17,753 |
| 10,384 |
| 7,098 |
| 5,838 |
| 96,861 |
| 85,484 |
| 11,377 |
| 13 | % | ||||||||||
NET OPERATING INCOME: |
| 114,700 |
| 113,494 |
| 1,206 |
| 1% |
| 24,110 |
| 16,947 |
| (6,504 | ) | (5,321 | ) | 132,306 |
| 125,120 |
| 7,186 |
| 6 | % | ||||||||||
Depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 70,192 |
| 64,079 |
| 6,113 |
| 10 | % | ||||||||||
Asset write-off |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| — |
| 305 |
| (305 | ) | -100 | % | ||||||||||
Lease bandonment charge |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,316 |
| — |
| 1,316 |
| — |
| ||||||||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 21,966 |
| 21,675 |
| 291 |
| 1 | % | ||||||||||
General and administrative — related party |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 337 |
| 613 |
| (276 | ) | -45 | % | ||||||||||
Subtotal |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 93,811 |
| 86,672 |
| 7,139 |
| 8 | % | ||||||||||
Operating income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 38,495 |
| 38,448 |
| 47 |
| 0 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Other Income (Expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Interest: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Interest expense on loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (54,108 | ) | (45,628 | ) | (8,480 | ) | 19 | % | ||||||||||
Loan procurement amortization expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1,772 | ) | (1,972 | ) | 200 |
| -10 | % | ||||||||||
Write-off of loan procurement due to early extinguishment of debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| — |
| (1,907 | ) | (1907) |
| 100 | % | ||||||||||
Interest income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 401 |
| 1,336 |
| (935 | ) | -70 | % | ||||||||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 118 |
| 191 |
| (73 | ) | -38 | % | ||||||||||
Total other expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (55,361 | ) | (47,980 | ) | (7,381 | ) | 15 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
LOSS BEFORE MINORITY INTERESTS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (16,866 | ) | (9,532 | ) | (7,334 | ) | 77 | % | ||||||||||
MINORITY INTERESTS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,385 |
| 790 |
| 595 |
| 75 | % | ||||||||||
LOSS FROM CONTINUING OPERATIONS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (15,481 | ) | (8,742 | ) | (6,739 | ) | 77 | % | ||||||||||
DISCONTINUED OPERATIONS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Income from operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 102 |
| 208 |
| (106 | ) | -51 | % | ||||||||||
Net gain on disposition of discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2,517 |
| — |
| 2,517 |
| — |
| ||||||||||
Minority interest attributable to discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (215 | ) | (17 | ) | (198 | ) | 1165 | % | ||||||||||
Income from discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2,404 |
| 191 |
| 2,213 |
| 1159 | % | ||||||||||
NET INCOME (LOSS) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | (13,077 | ) | $ | (8,551 | ) | $ | (4,526 | ) | 53 | % |
Same-store revenues increased from $182.8 million in 2006 to $186.7 million in 2007, an increase of $3.9 million, or 2%. Same-store property operating expenses increased from $69.3 million in 2006 to $72.0 million in 2007, an increase of $2.7 million, or 4%. This increase was primarily attributable to slight increases in multiple expense line items.
Summary of Critical Accounting Policies and Estimates
Set forth below is a summary of the accounting policies that management believes are critical to the preparation of the consolidated and combined financial statements included in this report. Certain of the accounting policies used in the preparation of these consolidated and combined financial statements are particularly important for an understanding of the financial position and results of operations presented in the historical consolidated and combined financial statements included in this report. A summary of significant accounting policies is also provided in the notes to our consolidated and combined financial statements (See Note 2 to the Consolidated and Combined Financial Statements)consolidated financial statements). These policies require the application of judgment and assumptions by management and, as a result, are subject to a degree of uncertainty. Due to this uncertainty, actual results could differ materially from estimates calculated and utilized by management.
36
Basis of Presentation
The accompanying consolidated and combined financial statements include all of the accounts of the Company, the operating partnership and the wholly-owned subsidiaries of the operating partnership. The mergers of Amsdell Partners, Inc. and High Tide LLC with and into the Company, and the property interests contributed to the operating partnership by the Predecessor, have been accounted for as a reorganization of entities under common control and accordingly, were recorded at the Predecessor’s historical cost basis. Prior to the combination, the Company had no significant operations; therefore, the combined operations for the period prior to October 21, 2004, represent the operations of the Predecessor.
Self-Storage Facilities
The Company records self-storage facilities at cost less accumulated depreciation. Depreciation on the buildings and equipment is recorded on a straight-line basis over their estimated useful lives, which range from five to 40 years. Expenditures for significant renovations or improvements that extend the useful life of assets are capitalized. Repairs and maintenance costs are expensed as incurred.
When facilities are acquired, the purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed based on estimated fair values. When a portfolio of facilities is acquired, the purchase price is allocated to the individual facilities based upon an income approach or a cash flow analysis using appropriate risk adjusted capitalization rates, which take into account the relative size, age and location of the individual facility along with current and projected occupancy and rental rate levels or appraised values, if available. Allocations to the individual assets and liabilities are based upon comparable market sales information for land, buildings and improvements and estimates of depreciated replacement cost of equipment.
In allocating the purchase price, the Company determines whether the acquisition includes intangible assets or liabilities. Substantially all of the leases in place at acquired propertiesfacilities are at market rates, as the majority of the leases aremonth-to-month contracts. Accordingly, to date no portion of the purchase price has been allocated to above-orabove- or below-market lease intangibles. The Company also considers whether the in-place, at market leases for any facility represent an intangible asset. Based upon the Company’s experience, leases of this nature generally re-let in less than 30 days andlease-up costs are minimal. Accordingly, the Company has no intangible assets recorded for in-place, at market leases as of December 31, 2005 and 2004. Additionally, toTo date, no intangible asset has been recorded for the value of tenant relationships, because the Company does not have any concentrations of significant tenants and the average tenant turnover is fairly frequent.
45
The Company considers long-lived assets to be “held for sale” upon satisfaction of the following criteria: (a) management commits to a plan to sell a facility (or group of facilities), (b) the facility is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such facilities, (c) an active program to locate a buyer and other actions required to complete the plan to sell the facility have been initiated, (d) the sale of the facility is probable and transfer of the asset is expected to be completed within one year, (e) the facility is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (f) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.
Typically these criteria are all met when the relevant asset is under contract, significant non-refundable deposits have been made by the potential buyer, the assets are immediately available for transfer and there are no contingencies related to the sale that may prevent the transaction from closing. In most transactions, these contingencies are not satisfied until the actual closing of the transaction; and, accordingly, the facility is not identified as held for sale until the closing actually occurs. However, each potential transaction is evaluated based on its separate facts and circumstances.
Revenue Recognition
Management has determined that all our leases with tenants are operating leases. Rental income is recognized in accordance with the terms of the lease agreements or contracts, which generally aremonth-to-month. Revenues from long-term operating leases are recognized on a straight-line basis over the term of the lease. The excess of rents recognized over
37
amounts contractually due pursuant to the underlying leases is included in rents received in advance,deferred revenue, and contractually due but unpaid rents are included in other assets.
Share Based Payments
We apply the fair value method of accounting for contingently issued shares and share options issued under our equity incentive award plan.plans. Accordingly, share compensation expense was recorded ratably over the vesting period relating to such contingently issued shares and options. The Company has elected to recognize compensation expense on a straight-line method over the requisite service period. Additionally, certain restricted share units awarded to our chief executive officerformer Chief Executive Officer in 2005 were scheduled to vest immediately upon his retirement from the Company as he hashad reached the retirement age set forth in his award agreement. Accordingly, share compensation expense related to this issuance was expensed fully in 2005.
Minority InterestInterests
As of September 30, 2005, the Company recorded the operating partnership units issued in connection with the National Self Storage transaction as conditionally redeemable as the result of a special redemption right (see Note 34 and Note 67 to the consolidated financial statements) for a discussion of the National Self Storage transaction). On October 25, 2005, the sellers in the National Self Storage transaction agreed to terminate the Special Redemption Right, effective as of July 15, 2005 (the first date on which National Self Storage facilities were acquired by the operating partnership under the purchase agreement). From the issuance date until October 25, 2005, the Company elected to accrete changes in the redemption value of the National Self Storage Unitsunits issued over the period from the date of issuance to the earliest redemption date (one-year(one year from the date of initial issuance) on a pro
46
Minority Interests include income allocated to holders of the operating partnership units. Income is allocated to the holders of the operating partnership unitsminority interests based on their ownership percentage of the operating partnership. This ownership percentage, as well as the total net assets of the operating partnership, changechanges when additional common shares or operating partnership units are issued. Such changes resultsresult in an allocation between stockholders’shareholders’ equity and Minority Interests in the Consolidated Balance Sheets. Due to the number of such capital transactions that occur each period, we have presented a single net effect of all such allocations for the period as the “Adjustment for Minority Interest in operating partnership”Operating Partnership” in our Consolidated Statements of Shareholders’ Equity and Owners’ Equity (Deficit) (rather than separately allocating the minority interest for each individual capital transaction).
Recent Accounting Pronouncements
In March 2005,December 2007, the Financial Accounting Standards Board (“FASB”) issued FASB InterpretationStatement of Financial Accounting Standards No. 47, “Accounting for Conditional Asset Retirement Obligations”141 (Revised 2007), Business Combinations (“FIN 47”FAS 141(R)”). FIN 47 clarifiesFAS 141(R) establishes principles and requirements for recognizing identifiable assets acquired, liabilities assumed, noncontrolling interest in the definitionacquiree, goodwill acquired in the combination or the gain from a bargain purchase, and treatmentdisclosure requirements. Under this revised statement, all costs incurred to effect an acquisition will be recognized separately from the acquisition. Also, restructuring costs that are expected but the acquirer is not obligated to incur will be recognized separately from the acquisition. FAS 141(R) is effective for the Company beginning with its quarter ending March 31, 2009. The Company is currently assessing the potential impacts, if any, on its consolidated financial statements.
In December 2007, the FASB issued Statement of conditional asset retirement obligations as discussedFinancial Accounting Standards No. 160, Noncontrolling Interests in Consolidated Financial Statements (“FAS 160”). FAS 160 requires that ownership interests in subsidiaries held by parties other than the parent are clearly identified. In addition, it requires that the amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the income statement. FAS 160 is effective for the Company beginning with its quarter ending March 31, 2009. The Company is currently assessing the potential impacts, if any, on its consolidated financial statements.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities – including an amendment of FASB Statement No. 143, “Accounting for Asset Retirement Obligations”115 (“SFAS No. 159”). A conditional asset retirement obligationSFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value, with unrealized gains and losses related to these financial instruments reported in earnings at each subsequent reporting date.
38
This statement is definedeffective as an asset retirement activity in which the timingand/or method of settlement are dependent on future events that may be outside the control of the Company. FIN 47 requiresbeginning of an entity to recognize a liabilityentity’s first fiscal year that begins after November 15, 2007. The Company is in the process of evaluating the impact of SFAS No. 159 on its financial statements.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS No. 157”). SFAS No. 157 provides guidance for theusing fair value of a conditional asset retirement obligation ifto measure assets and liabilities. This statement clarifies the principle that fair value ofshould be based on the liability canassumptions that market participants would use when pricing the asset or liability. SFAS No. 157 establishes a fair value hierarchy, giving the highest priority to quoted prices in active markets and the lowest priority to unobservable data. SFAS No. 157 applies whenever other standards require assets or liabilities to be reasonably estimated. FIN 47measured at fair value. This statement is intended to provide more information about long-lived assets, more information about future cash outflows for these obligations and more consistent recognition of these liabilities.effective in fiscal years beginning after November 15, 2007. The Company initially adopted FIN 47 at December 31, 2005 andbelieves that the adoption of this interpretationstandard on January 1, 2008 will not have a material effect on our consolidated financial statements.
In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109 (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on description, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 became effective for the Company on January 1, 2007. The adoption of FIN 48 in 2007 did not have a material impacteffect on the Company.
In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments — An Amendment of FASB Nos. 133 and 140. The purpose of SFAS No. 155 is to simplify the accounting for certain hybrid financial instruments by permitting fair value re-measurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation. SFAS No. 155 also eliminates the restriction on passive derivative instruments that a qualifying special-purpose entity may hold. SFAS No. 155 is effective for all financial instruments acquired or issued after the beginning of an entity’s first fiscal year beginning after September 15, 2006. The adoption of SFAS No. 155 in 2007 did not have a material effect on the consolidated financial statements.
Results of Operations
The following discussion of our results of operations should be read in conjunction with the consolidated and combined financial statements and the accompanying notes thereto. Historical results set forth in the consolidated and combined statements of operations reflect only the existing facilities and should not be taken as indicative of future operations.
Comparison of Operating Results for the YearYears Ended December 31, 2005 to the Year Ended December 31, 20042007 and 2006
Acquisition and Development Activities
The comparability of the Company’s results of operations is significantly affected by development, redevelopment and acquisition activities in 20052007 and 2004.2006 as listed below. At December 31, 20052007 and 2004,2006, the Company owned interests in 339409 and 201399 self-storage facilities and related assets, respectively.
· In 2007, 17 self-storage facilities were acquired for approximately $140.5 million (the “2007 Acquisitions”).
· In 2007, 5 self-storage facilities were sold for approximately $19.2 million (the “2007 Dispositions”).
· In 2006, 60 self-storage facilities were acquired for approximately $362.4 million (the “2006 Acquisitions”).
39
A comparison of net income (loss) for the years ended December 31, 2007 and 2006 is as follows:
|
| For the year ended December 31, |
| ||||
|
| 2007 |
| 2006 |
| ||
REVENUES |
| (in thousands) |
| ||||
Rental income |
| $ | 211,974 |
| $ | 195,331 |
|
Other property related income |
| 16,828 |
| 14,816 |
| ||
Other - related party |
| 365 |
| 457 |
| ||
Total revenues |
| 229,167 |
| 210,604 |
| ||
OPERATING EXPENSES |
|
|
|
|
| ||
Property operating expenses |
| 96,802 |
| 85,415 |
| ||
Property operating expenses - related party |
| 59 |
| 69 |
| ||
Depreciation |
| 70,192 |
| 64,079 |
| ||
Asset write-off |
| — |
| 305 |
| ||
Lease abandonment |
| 1,316 |
| — |
| ||
General and administrative |
| 21,966 |
| 21,675 |
| ||
General and administrative - related party |
| 337 |
| 613 |
| ||
Total operating expenses |
| 190,672 |
| 172,156 |
| ||
OPERATING INCOME |
| 38,495 |
| 38,448 |
| ||
OTHER INCOME (EXPENSE) |
|
|
|
|
| ||
Interest: |
|
|
|
|
| ||
Interest expense on loans |
| (54,108 | ) | (45,628 | ) | ||
Loan procurement amortization expense |
| (1,772 | ) | (1,972 | ) | ||
Write-off of loan procurement cost due to |
| — |
| (1,907 | ) | ||
Interest income |
| 401 |
| 1,336 |
| ||
Other |
| 118 |
| 191 |
| ||
Total other expense |
| (55,361 | ) | (47,980 | ) | ||
LOSS FROM CONTINUING OPERATIONS |
| $ | (16,866 | ) | $ | (9,532 | ) |
Total Revenues
Rental income increased from $195.3 million in 2006 to $211.9 million in 2007, an increase of $16.6 million, or 8%. This increase is primarily attributable to (i) additional rental income from the 2007 Acquisitions, (ii) a full year contribution from the 2006 Acquisitions, and (iii) an increase in rental income from our pool of same-store facilities of approximately $3.0 million resulting from rate increases and an increase in average occupancy from 81.2% to 81.7%.
Other property related income, including Other – related party, increased from $15.3 million in 2006 to $17.2 million in 2007, an increase of $1.9 million, or 12%. This increase is primarily attributable to the other property income from the 2007 Acquisitions and a full year contribution from the 2006 Acquisitions.
Total Operating Expenses
Property operating expenses, including property operating expenses – related party, increased from $85.5 million in 2006 to $96.9 million in 2007, an increase of $11.4 million, or 13%. This increase is primarily attributable to (i) additional operating expenses from the 2007 Acquisitions, (ii) a full year of operating expenses from the 2006 Acquisitions, and (iii) an increase in repair and maintenance expenses of $1.2 million as part of the Company’s effort to address deferred maintenance items during 2007.
General and administrative expenses, including General and administrative expenses – related party, remained unchanged at $22.3 million. The 2006 period includes approximately $2.7 million of severance costs related to a Company restructuring of certain management positions; the 2007 period includes approximately $1.2 million of non-recurring legal and professional costs associated with the litigation and related settlement with the Amsdells.
40
Depreciation increased from $64.1 million in 2006 to $70.1 million in 2007, an increase of $6.0 million, or 9%. The increase is primarily attributable to additional depreciation expense related to the 2007 Acquisitions and a full year of depreciation expense related to the 2006 Acquisitions.
Asset write-off of $0.3 million represents the disposal of the Company’s former point of sale system, which was replaced with CentershiftTM in the third quarter of 2006.
In August 2007, the Company abandoned certain office space in Cleveland, OH that was previously used for its corporate offices. The related leases have expiration dates ranging from December 31, 2008 through December 31, 2014. Upon vacating the space, the Company entered into a sub-lease agreement with a sub-tenant to lease the majority of the space for the duration of the term. As a result of this exit activity, the Company recognized a “Lease abandonment charge” of $1.3 million during 2007.
Total Other Expenses
Interest expense increased from $45.6 million in 2006 to $54.1 million in 2007, an increase of $8.5 million, or 19%. The increase is attributable to a higher amount of outstanding debt in 2007 primarily resulting from the financing of the 2007 Acquisitions, which was primarily funded through the revolving credit facility and secured term loan. An additional source of the increase is a full year of interest expense related to debt assumed in conjunction with the 2006 Acquisitions.
Loan procurement amortization expense decreased from $2.0 million in 2006 to $1.8 million in 2007, a decrease of $0.2 million, or 10%. The decrease is attributable to the repayment of five mortgages during 2007.
In conjunction with the two revolving credit facility financings during 2006, the Company incurred charges of $1.9 million relating to the write-off of unamortized loan procurement costs.
Interest income decreased to $0.4 million in 2007 from $1.3 million in 2006. This decrease is primarily attributable to the Company’s investment of excess proceeds from the 2005 follow-on public offering in interest bearing accounts and in short-term marketable securities until the excess proceeds were used to fund acquisitions or pay down existing debt during the first quarter of 2006.
Comparison of Operating Results for the Years Ended December 31, 2006 and 2005(not including discontinued operations)
Acquisition and Development Activities
The comparability of the Company’s results of operations is significantly affected by acquisition activities in 2006 and 2005. At December 31, 2006 and 2005, the Company owned 399 and 339 self-storage facilities and related assets, respectively.
In 2006, 60 self-storage facilities were acquired for approximately $362.4 million (the “2006 Acquisitions”).
In 2005, 146 self storageself-storage facilities were acquired for approximately $547.9 million. During 2005, four self-storage facilities were sold for approximately $6.2 million, and accordingly results of operations for these facilities have been accounted for as discontinued operations. The Company also reduced its reported number of facilities during 2005 by consolidating four facilities into existing adjacent facilities. Based upon total acquisitions, dispositions and consolidations, the Company had a net increase of 138 propertiesfacilities in 2005 (See Note 3 to the Consolidated and Combined Financial Statements)(the “2005 Acquisitions”).
47
41
Year Ended December 31, | ||||||||
2005 | 2004 (1) | |||||||
(Dollars in thousands) | ||||||||
REVENUES: | ||||||||
Rental income | $ | 138,120 | $ | 86,945 | ||||
Other property related income | 10,001 | 4,663 | ||||||
Total revenues | 148,121 | 91,608 | ||||||
OPERATING EXPENSES: | ||||||||
Property operating expenses | 54,952 | 35,666 | ||||||
Property operating expense — related party | 43 | — | ||||||
Depreciation | 39,949 | 22,328 | ||||||
General and administrative | 17,786 | 4,140 | ||||||
General and administrative — related party | 736 | 114 | ||||||
Management fees — related party | — | 3,689 | ||||||
Total operating expenses | 113,466 | 65,937 | ||||||
OPERATING INCOME | 34,655 | 25,671 | ||||||
OTHER INCOME (EXPENSE): | ||||||||
Interest: | ||||||||
Interest expense on loans | (32,370 | ) | (23,813 | ) | ||||
Loan procurement amortization expense | (1,785 | ) | (5,967 | ) | ||||
Early extinguishment of debt | (93 | ) | (7,012 | ) | ||||
Cost incurred to acquire management company — related party | — | (22,152 | ) | |||||
Interest income | 2,405 | 106 | ||||||
Other | (47 | ) | (78 | ) | ||||
Total other expense | (31,890 | ) | (58,916 | ) | ||||
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE MINORITY INTEREST | $ | 2,765 | $ | (33,245 | ) | |||
|
| For the year ended December 31, |
| ||||
|
| 2006 |
| 2005 |
| ||
REVENUES |
| (in thousands) |
| ||||
Rental income |
| $ | 195,331 |
| $ | 135,169 |
|
Other property related income |
| 14,816 |
| 10,001 |
| ||
Other - related party |
| 457 |
| 405 |
| ||
Total revenues |
| 210,604 |
| 145,575 |
| ||
OPERATING EXPENSES |
|
|
|
|
| ||
Property operating expenses |
| 85,415 |
| 54,793 |
| ||
Property operating expenses - related party |
| 69 |
| 43 |
| ||
Depreciation |
| 64,079 |
| 39,479 |
| ||
Asset write-off |
| 305 |
| — |
| ||
General and administrative |
| 21,675 |
| 17,786 |
| ||
General and administrative - related party |
| 613 |
| 736 |
| ||
Total operating expenses |
| 172,156 |
| 112,837 |
| ||
OPERATING INCOME |
| 38,448 |
| 32,738 |
| ||
OTHER INCOME (EXPENSE) |
|
|
|
|
| ||
Interest: |
|
|
|
|
| ||
Interest expense on loans |
| (45,628 | ) | (31,907 | ) | ||
Loan procurement amortization expense |
| (1,972 | ) | (2,045 | ) | ||
Write-off of loan procurement cost due to |
| (1,907 | ) | (93 | ) | ||
Interest income |
| 1,336 |
| 2,404 |
| ||
Other |
| 191 |
| (47 | ) | ||
Total other expense |
| (47,980 | ) | (31,688 | ) | ||
INCOME (LOSS) FROM CONTINUING OPERATIONS |
| $ | (9,532 | ) | $ | 1,050 |
|
Total Revenues
Rental income increased from $86.9 million in 2004 to $138.1$135.2 million in 2005 to $195.3 million in 2006, an increase of $51.2$60.2 million, or 58.9%45%. This increase is primarily attributable to (i) additional rental income from the acquisition of 146 facilities in2006 Acquisitions, (ii) a full year contribution from the 2005 Acquisitions, and (ii)(iii) an increase in revenuesrental income from our pool of “same-store”same-store facilities of approximately $3.8 million (see “Same-Store Facility Results” on page 52).
Other property related income, including Other – related party, increased from $4.7 million in 2004 to $10.0$10.4 million in 2005 to $15.3 million in 2006, an increase of $5.3$4.9 million, or 114.5%47%. This increase is primarily attributable to the acquisition of 146 facilities in 2005.
48
Property operating expenses, including Property operating expenses – related party, increased from $35.7 million in 2004 to $55.0$54.8 million in 2005 to $85.5 million in 2006, an increase of $19.3$30.6 million, or 54.2%56%. This increase is primarily attributable to (i) additional operating expenses from the acquisition2006 Acquisitions, (ii) a full year of 146 facilities inoperating expenses from the 2005 offset by a decreaseAcquisitions, and (iii) an increase in operating expenses from our pool of “same-store” facilities of approximately $2.0 million (see “Same-Store Facility Results” below).
General and administrative, costs began with the Company’s IPO in October 2004. As a result, generalincluding General and administrative – related party, expenses increased $14.2 million tofrom $18.5 million in 2005 from $4.3to $22.3 million in 2004,2006, an increase of $3.8 million, or 20.5%. The increase is primarily attributable to (i) approximately $2.7 million of severance costs during 2006, (ii) approximately $0.4 million related to the settlement of a claim made based on actions taken by the Predecessor Company prior to the initial public offering, and (iii) $0.2 million related to professional fees incurred in 2006 related to reorganization.
42
Depreciation increased from incurring$39.5 million in 2005 to $64.1 million in 2006, an increase of $24.6 million, or 62%. The increase is primarily attributable to additional depreciation expense related to the 2006 Acquisitions and a full year of general and administrative costs. General and administrative costs included a chargedepreciation expense related to the 2005 Acquisitions.
Asset write-off in 2006 of approximately $4.7$0.3 million in 2005 and approximately $2.8 million in 2004, an increase of $1.9 million, for compensation expense to certain membersrepresents the disposal of the Company’s senior management team. The $4.7 millionformer point of general and administrative expense incurred in 2005 included approximately $2.5 million of bonuses and approximately $2.2 million of share compensation expense. The $2.8 million incurred in 2004 included approximately $0.4 million for bonuses and approximately $2.4 million for share compensation expense. During 2005, administrative costs included expenses related to being a public company, including, audit and legal fees, board of trustee fees, Sarbanes Oxley compliance costs and investor relations costssale system, which totaled approximately $3.4 million in 2005, of which $1.1 million related to Sarbanes Oxley compliance costs. The remaining general and administrative costs increased approximately $8.9 million to $10.4 million in 2005 from $1.5 million in 2004, which increase related primarily to administrative salaries and miscellaneous expenses incurred for the full year of 2005.
Total Other Expenses
Interest expense increased from $23.8 million in 2004 to $32.4$31.9 million in 2005 to $45.6 million in 2006, an increase of $8.6$13.7 million, or 35.9%43%. The increase is attributable to a higher amount of outstanding debt in 20052006 primarily resulting from the financing of certain of the Company’s acquisitions in 20052006 Acquisitions with additional borrowings.
In conjunction with the Predecessor entering into a $424.5 million term loan in May 2004, which was used to purchase the interests of outside partners in the Predecessor.
Interest income decreased to acquire the management company as part of our IPO transactions resulted in a one-time charge of $22.2$1.3 million in 2004.
49
Year Ended December 31, | ||||||||
2004(1) | 2003 | |||||||
(Dollars in thousands) | ||||||||
REVENUES: | ||||||||
Rental income | $ | 86,945 | $ | 76,898 | ||||
Other property related income | 4,663 | 3,916 | ||||||
Total revenues | 91,608 | 80,814 | ||||||
OPERATING EXPENSES: | ||||||||
Property operating expenses | 35,666 | 28,096 | ||||||
Property operating expense — related party | — | — | ||||||
Depreciation | 22,328 | 19,494 | ||||||
General and administrative | 4,140 | — | ||||||
General and administrative — related party | 114 | — | ||||||
Management fees — related party | 3,689 | 4,361 | ||||||
Total operating expenses | 65,937 | 51,951 | ||||||
OPERATING INCOME | 25,671 | 28,863 | ||||||
OTHER INCOME (EXPENSE): | ||||||||
Interest: | ||||||||
Interest expense on loans | (23,813 | ) | (15,128 | ) | ||||
Loan procurement amortization expense | (5,967 | ) | (1,015 | ) | ||||
Early extinguishment of debt | (7,012 | ) | — | |||||
Cost incurred to acquire management company — related party | (22,152 | ) | — | |||||
Interest income | 106 | 12 | ||||||
Other | (78 | ) | — | |||||
Total other expense | (58,916 | ) | (16,131 | ) | ||||
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE MINORITY INTEREST | $ | (33,245 | ) | $ | 12,732 | |||
50
51
Impact of Hurricanes
As a result of hurricanes that occurred during the three months ended September 30,third quarter of 2005, causedthe Company incurred damage at certain of the Company’sits self-storage facilities located in Alabama, Louisiana and Mississippi. Under the provisions of SFAS No. 144, “Accounting for the Impairment of or Disposal of Long-Lived Assets” (“SFAS No. 144”), the Company determined that there were indicators of impairment and accordingly tested the assets for recoverability. After an assessment of the damage sustained at the Waveland, Mississippi facility, the Company determined that a charge for impairment of approximately $2.3 million was required because the estimated undiscounted future cash flows did not support the carrying value.value of the assets. The Company hasexpected that insurance proceeds from its comprehensive insurance coverage for property damage. Although the Company currently expects the insurance proceeds todamage would cover the entire loss incurred, the Company was required to recordand in 2005 appropriately recorded the impairment charge and to record an offsetting insurance recovery balance of $2.3 million, of which $0.5 million was received in October 2005. While the Company expects the insurance proceeds will be sufficient to cover the entire replacement cost of the damaged facility, certain deductibles and limitations will apply and no assurances can be made that proceeds will be sufficient to cover the costs of the entire restoration. To the extent that insurance proceeds, which are on a replacement cost basis, ultimately exceed the net book value of the damaged facility, a gain will be recognized in the period when all contingencies related to the insurance claim have been resolved. The related insurance receivable iswas included in other assets as of December 31, 2005, and the asset impairment charge and related insurance recovery are recordedwere presented net in the same line item for operating expenses for the year ended December 31, 2005.
Same-Store Facility Results
The Company considers its same-store portfolio to consist of only those facilities owned at the beginning and at the end of the applicable periods presented and that had an occupancy of at least 70% as of the first day of such periods.
52
43
Year Ended | Year Ended | |||||||||||||||||||||||
December 31, | December 31, | |||||||||||||||||||||||
Percent | Percent | |||||||||||||||||||||||
2005 | 2004 (1) | Change | 2004 (1) | 2003 | Change | |||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||
Same-store revenues | $ | 89,403 | $ | 85,627 | 4.4 | % | $ | 79,403 | $ | 74,661 | 6.4 | % | ||||||||||||
Same-store property operating expenses | $ | 30,710 | $ | 32,754 | (6.2 | )% | $ | 29,085 | $ | 25,410 | 14.5 | % | ||||||||||||
Non same-store revenues | $ | 58,718 | $ | 5,981 | $ | 12,205 | $ | 6,153 | ||||||||||||||||
Non same-store property operating expenses | $ | 24,285 | $ | 2,912 | $ | 6,581 | $ | 2,686 | ||||||||||||||||
Total revenues | $ | 148,121 | $ | 91,608 | $ | 91,608 | $ | 80,814 | ||||||||||||||||
Total property operating expenses | $ | 54,995 | $ | 35,666 | $ | 35,666 | $ | 28,096 | ||||||||||||||||
Number of facilities included in same-store analysis | 153 | 142 |
Comparison of the Year Ended December 31, 20052007 to the Year Ended December 31, 2004
The following table provides information pertaining to our Same-Store portfolio for 2007 and 2006:
|
|
|
|
|
|
|
|
|
| Properties |
| Other/ |
|
|
|
|
|
|
|
|
| |||||||||||||||||
|
| Same Store Property Portfolio |
| Acquired |
| Eliminations |
| Total Portfolio |
| |||||||||||||||||||||||||||||
|
|
|
|
|
| Increase/ |
| % |
|
|
|
|
|
|
|
|
|
|
|
|
| Increase/ |
|
|
| |||||||||||||
|
| 2007 |
| 2006 |
| (Decrease) |
| Change |
| 2007 |
| 2006 |
| 2007 |
| 2006 |
| 2007 |
| 2006 |
| (Decrease) |
| Change |
| |||||||||||||
REVENUES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Rental income |
| $ | 173,409 |
| $ | 170,103 |
| $ | 3,306 |
| 2% |
| $ | 38,564 |
| $ | 25,181 |
| $ | 1 |
| $ | 47 |
| $ | 211,974 |
| $ | 195,331 |
| $ | 16,643 |
| 9 | % |
Other property related income |
| 13,301 |
| 12,653 |
| 648 |
| 5% |
| 3,299 |
| 2,150 |
| 228 |
| 13 |
| 16,828 |
| 14,816 |
| 2,012 |
| 14 | % | ||||||||||
Other — related party |
| — |
| — |
| — |
| — |
| — |
| — |
| 365 |
| 457 |
| 365 |
| 457 |
| (92 | ) | -20 | % | ||||||||||
Total revenues |
| 186,710 |
| 182,756 |
| 3,954 |
| 2% |
| 41,863 |
| 27,331 |
| 594 |
| 517 |
| 229,167 |
| 210,604 |
| 18,563 |
| 9 | % | ||||||||||
OPERATING EXPENSES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Property operating expenses |
| 72,010 |
| 69,262 |
| 2,748 |
| 4% |
| 17,753 |
| 10,384 |
| 7,039 |
| 5,769 |
| 96,802 |
| 85,415 |
| 11,387 |
| 13 | % | ||||||||||
Property operating expenses — related party |
| — |
| — |
| — |
| — |
| — |
| — |
| 59 |
| 69 |
| 59 |
| 69 |
| (10 | ) | -14 | % | ||||||||||
Subtotal |
| 72,010 |
| 69,262 |
| 2,748 |
| 4% |
| 17,753 |
| 10,384 |
| 7,098 |
| 5,838 |
| 96,861 |
| 85,484 |
| 11,377 |
| 13 | % | ||||||||||
NET OPERATING INCOME: |
| 114,700 |
| 113,494 |
| 1,206 |
| 1% |
| 24,110 |
| 16,947 |
| (6,504 | ) | (5,321 | ) | 132,306 |
| 125,120 |
| 7,186 |
| 6 | % | ||||||||||
Depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 70,192 |
| 64,079 |
| 6,113 |
| 10 | % | ||||||||||
Asset write-off |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| — |
| 305 |
| (305 | ) | -100 | % | ||||||||||
Lease bandonment charge |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,316 |
| — |
| 1,316 |
| — |
| ||||||||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 21,966 |
| 21,675 |
| 291 |
| 1 | % | ||||||||||
General and administrative — related party |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 337 |
| 613 |
| (276 | ) | -45 | % | ||||||||||
Subtotal |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 93,811 |
| 86,672 |
| 7,139 |
| 8 | % | ||||||||||
Operating income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 38,495 |
| 38,448 |
| 47 |
| 0 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Other Income (Expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Interest: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Interest expense on loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (54,108 | ) | (45,628 | ) | (8,480 | ) | 19 | % | ||||||||||
Loan procurement amortization expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1,772 | ) | (1,972 | ) | 200 |
| -10 | % | ||||||||||
Write-off of loan procurement due to early extinguishment of debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| — |
| (1,907 | ) | (1907) |
| 100 | % | ||||||||||
Interest income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 401 |
| 1,336 |
| (935 | ) | -70 | % | ||||||||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 118 |
| 191 |
| (73 | ) | -38 | % | ||||||||||
Total other expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (55,361 | ) | (47,980 | ) | (7,381 | ) | 15 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
LOSS BEFORE MINORITY INTERESTS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (16,866 | ) | (9,532 | ) | (7,334 | ) | 77 | % | ||||||||||
MINORITY INTERESTS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,385 |
| 790 |
| 595 |
| 75 | % | ||||||||||
LOSS FROM CONTINUING OPERATIONS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (15,481 | ) | (8,742 | ) | (6,739 | ) | 77 | % | ||||||||||
DISCONTINUED OPERATIONS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Income from operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 102 |
| 208 |
| (106 | ) | -51 | % | ||||||||||
Net gain on disposition of discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2,517 |
| — |
| 2,517 |
| — |
| ||||||||||
Minority interest attributable to discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (215 | ) | (17 | ) | (198 | ) | 1165 | % | ||||||||||
Income from discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2,404 |
| 191 |
| 2,213 |
| 1159 | % | ||||||||||
NET INCOME (LOSS) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | (13,077 | ) | $ | (8,551 | ) | $ | (4,526 | ) | 53 | % |
Same-store revenues increased from $85.6$182.8 million in 20042006 to $89.4$186.7 million in 2005,2007, an increase of $3.8$3.9 million, or 4.4%2%. Approximately $0.0 million of this increase was attributable to increased occupancy and $3.8 million of this increase was attributable to increased rents.
Non-GAAP Financial Measures
NOI
We define net operating income, which we refer to as “NOI,” as total continuing revenues less continuing property operating expenses. NOI also can be calculated by an increaseadding back to net income: interest expense on loans, loan procurement amortization expense, early extinguishment of debt, minority interest, other, depreciation, general and administrative, general and administrative-related party and lease abandonment charge; and deducting from net income: income from discontinued operations, gains on sale of self-storage facilities and interest income. NOI is not a measure of performance calculated in accordance with GAAP.
We use NOI as a measure of operating performance at each of our facilities, and for all of our facilities in the numberaggregate. NOI should not be considered as a substitute for operating income, net income, cash flows provided by operating, investing and financing activities, or other income statement or cash flow statement data prepared in accordance with GAAP.
We believe NOI is useful to investors in evaluating our operating performance because:
44
· It is one of personnelthe primary measures used by our management and related costs includingour facility managers higher compensation costs for performance incentives, district managers hired duringto evaluate the year to fill previously vacant job positions and lengthening the operating hours of someeconomic productivity of our facilities. Other same-storefacilities, including our ability to lease our facilities, increase pricing and occupancy and control our property operating costs also increased dueexpenses;
· It is widely used in the real estate industry and the self-storage industry to costs incurredmeasure the performance and value of real estate assets without regard to various items included in net income that do not relate to or are not indicative of operating performance, such as depreciation and amortization, which can vary depending upon accounting methods and the book value of assets; and
· We believe it helps our investors to meaningfully compare the results of our operating performance from period to period by removing the impact of our capital structure (primarily interest expense on our outstanding indebtedness) and depreciation of our basis in our assets from our operating results.
There are material limitations to using a measure such as NOI, including the difficulty associated with comparing results among more than one company and the inability to analyze certain significant items, including depreciation and interest expense, that directly affect our net income. We compensate for these limitations by considering the economic effect of the excluded expense items independently as well as in connection with changesour analysis of net income. NOI should be considered in the Company’s logo, higher computer costsaddition to, but not as a substitute for, other measures of financial performance reported in accordance with GAAP, such as total revenues, operating income and bad debt expense.
53
Comparison of the Year Ended December 31, 20052007 to the Year Ended December 31, 2004
A comparison of cash flow provided by operating, investing and financing activities for the years ended December 31, 2007 and 2006 is as follows:
|
| Year Ended December 31, |
|
|
| |||||
|
| 2007 |
| 2006 |
| Change |
| |||
|
| (in thousands) |
|
|
| |||||
Net cash flow provided by (used in): |
|
|
|
|
|
|
| |||
Operating activities |
| $ | 62.9 |
| $ | 64.6 |
| $ | (1.7 | ) |
Investing activities |
| $ | (153.6 | ) | $ | (248.0 | ) | $ | 94.4 |
|
Financing activities |
| $ | 75.5 |
| $ | 104.3 |
| $ | (28.8 | ) |
Cash provided by operations decreased from $64.6 million in 2006 to $62.9 million in 2007, an decrease of $1.7 million, or 3%. The decrease is primarily attributable to the increase in certain prepaid assets, which is a result of the timing of certain expenditures.
Cash used in investing activities decreased from $248.0 million in 2006 to $153.6 million in 2007, a decrease of $94.4 million, or 38%. The decrease in cash used in investing activities is primarily attributable to $349.8 million used in the 2006 Acquisitions offset by the $169.8 million used in the 2007 Acquisitions. Additionally, the net proceeds from sales of marketable securities in 2006 resulted in $95.1 million while the property dispositions in 2007 provided $17.9 million.
Cash provided by financing activities decreased from $104.3 million in 2006 to $75.5 million in 2007, a decrease of $28.8 million, or 28%. This decrease is primarily attributable to the net additional borrowings during 2006 of $176.4 million as compared to the net additional borrowings during 2007 of $150.6 million. This fluctuation is a result of the 2006 Acquisition activity.
Comparison of the Year Ended December 31, 2006 to the Year Ended December 31,2005
A comparison of cash flow operating, investing and financing activities for the years ended December 31, 20052006 and 20042005 is as follows:
45
Year Ended December 31, | ||||||||||||
2005 | 2004 (1) | Increase | ||||||||||
(Dollars in millions) | ||||||||||||
Net cash flow provided by (used in): | ||||||||||||
Operating activities | $ | 48.9 | $ | 34.9 | $ | 14.0 | ||||||
Investing activities | $ | (392.7 | ) | $ | (234.2 | ) | $ | 158.5 | ||||
Financing activities | $ | 516.5 | $ | 220.2 | $ | 296.3 |
|
| Year Ended December 31, |
|
|
| |||||
|
| 2006 |
| 2005 |
| Change |
| |||
|
| (in thousands) |
|
|
| |||||
Net cash flow provided by (used in): |
|
|
|
|
|
|
| |||
Operating activities |
| $ | 64.6 |
| $ | 46.1 |
| $ | 18.5 |
|
Investing activities |
| $ | (248.0 | ) | $ | (489.1 | ) | $ | 241.1 |
|
Financing activities |
| $ | 104.3 |
| $ | 516.5 |
| $ | (412.2 | ) |
|
|
|
|
|
|
|
|
Cash provided by operations increased from $34.9 million in 2004 to $48.9$46.1 million in 2005 to $64.6 million in 2006, an increase of $14.0$18.5 million, or 39.8%40.1%. The increase is primarily attributable to the acquisitionincremental impact of 146 self storagethe 60 self-storage facilities acquired in 2005.
Cash used in investing activities increaseddecreased from $234.2 million in 2004 to $392.7$489.1 million in 2005 an increaseto $248.0 million in 2006, a decrease of $158.5$241.1 million, or 67.7%49.3%. The increasedecrease in cash used in investing activities is primarily attributable to cash used to acquire 146 self-storage facilities acquired in 2005 of $381.1 million versus 46 self storagecash used to acquire 60 self-storage facilities acquired in 2004.
Cash provided by financing activities increaseddecreased from $220.2 million in 2004 to $516.5 million in 2005 an increaseto $104.3 million in 2006, a decrease of $296.3 million.$412.2 million, or 79.8%. This increasedecrease is primarily attributable to the proceeds from the secondaryfollow-on offering ofin 2005, which generated approximately $378.7 million and completion of certain financing agreements of approximately $232.5 millionincreased distributions paid to shareholders and minority partners in 2006 as compared to proceeds from the IPO2005 of $22.1 million and new borrowings totaling approximately $695.0$3.7 million, partially offset by the repayment of certain existing loans in 2004 of approximately $585.6 million.
Year Ended December 31, | ||||||||||||
2004 (1) | 2003 | Increase | ||||||||||
(Dollars in millions) | ||||||||||||
Net cash flow provided by (used in): | ||||||||||||
Operating activities | $ | 34.9 | $ | 34.2 | $ | 0.7 | ||||||
Investing activities | $ | (234.2 | ) | $ | (2.5 | ) | $ | 231.7 | ||||
Financing activities | $ | 220.2 | $ | (25.7 | ) | $ | 245.9 |
54
As of December 31, 2005,2007, we had approximately $201$4.5 million in available cash and cash equivalents. In addition, the full amountWe had approximately $31.0 million and $6.5 million of available borrowings under our new $250.0 million three-year revolving credit facility was available for draw as of March 1, 2006.
55
In February 2006, our operating partnershipOperating Partnership entered into a new three-year, $250.0 million unsecured revolving credit facility. The credit facility allowsallowed us to increase the amount that maycould be borrowed up to $350.0 million at a later date. The facility iswas scheduled to mature in February 2009, with the option for aone-year extended maturity date. Borrowings under the facility bearbore interest, at our option, at either an alternative base rate or a Eurodollar rate, in each case, plus an applicable margin depending on our leverage ratio. The alternative base interest rate is a fluctuating rate equal to the higher of the prime rate or the sum of the federal funds effective rate plus 50 basis points. The applicable margin for the alternative base rate will varyranged from 1.15%0.15% to 1.60%0.60%. The Eurodollar rate is a periodic fixed rate equal to LIBOR. The applicable margin for the Eurodollar rate will varyranged from 0.15%1.15% to 0.60%1.60%. We intend to use this newused the credit facility principally to finance the future acquisitions, development ofself-storage facilities, debt repayments and for general working capital purposes. Upon entering into this agreement, we utilized the facility to repay a $30.0 million 60-day term loan. Amounts borrowed under this facility were repaid using proceeds from a new credit facility in November 2006.
In November 2006, we and our Operating Partnership entered into a 30-day, unsecured $50 million term loan agreement with Wachovia Bank, National Association as the lender. The term loan bore interest at a variable rate of LIBOR plus 115 basis points. The loan proceeds, along with borrowings under our revolving credit facility, were used to finance the repayment of certain maturing secured loans. The loan was paid in full from proceeds obtained upon entering into a new revolving credit facility in November 2006.
In November 2006, we and our Operating Partnership entered into a three-year, $450.0 million unsecured credit facility with Wachovia Capital Markets, LLC and Keybanc Capital Markets, replacing our existing $250.0 million unsecured revolving credit facility. The facility consists of a $200 million term loan and a $250 million revolving credit facility. The new facility has a three-year term with a one-year extension option and scheduled termination in November 2009. Borrowings under the credit facility bear interest, at our option, at either an alternative base rate or a Eurodollar rate, in each case, plus an applicable margin based on our leverage ratio or our credit rating. The alternative base interest rate is a fluctuating rate equal to the higher of the prime rate or the sum of the federal funds effective rate plus 50 basis points. The applicable margin for the alternative base rate will vary from 0.00% to 0.50% depending on our leverage ratio prior to achieving an investment grade rating, and will vary from 0.00% to 0.25% depending on our credit rating after achieving an investment grade rating. The Eurodollar rate is a rate of interest that is fixed for interest periods of one, two, three or six
46
months based on the LIBOR rate determined two business days prior to the commencement of the applicable interest period. The applicable margin for the Eurodollar rate will vary from 1.00% to 1.50% depending on our leverage ratio prior to achieving an investment grade rating, and will vary from 0.425% to 1.00% depending on our credit rating after achieving an investment grade rating.
Our ability to borrow under this new credit facility will be subject to our ongoing compliance with the following financial covenants, among others:
· maximum total indebtedness to total asset value of 65%;
· minimum interest coverage ratio of 2.0:1.0;
· minimum fixed charge coverage ratio of 1.6:1.0; and
· minimum tangible net worth of $673.2 million plus 75% of net proceeds from future equity issuances.
In September 2007, we and our Operating Partnership entered into a secured term loan agreement which allows for term loans in the aggregate principal amount of up to $50 million. Each term loan matures in November 2009, subject to extension at the sole discretion of the lenders. Each term loan bears interest at either an alternative base rate or a Eurodollar rate, at our option, in each case plus an applicable margin at terms identical to the unsecured credit facility. As of September 30, 2007, there was one term loan outstanding for $47.4 million. The outstanding term loan is secured by a pledge by our Operating Partnership of all equity interests in YSI RT LLC, the wholly-owned subsidiary of our Operating Partnership that acquired eight self-storage facilities in September 2007. At December 31, 2007, the outstanding term loan had an interest rate of 6.18%. Financial covenants for the secured term loan are identical to the financial covenants for the unsecured credit facility described above.
During August and September 2007, the Company entered into interest rate swap agreements designated as cash flow hedges that are designed to reduce the impact of interest rate changes on its variable rate debt. At December 31, 2007, the Company had an interest rate swap agreements for notional principal amounts aggregating $75 million. The swap agreements effectively fix the 30-day LIBOR interest rate on $50 million of credit facility borrowings at 4.7725% per annum and on $25 million of credit facility borrowings at 4.716% per annum, in each case until November 2009. The interest rate cap agreement effectively limits the interest rate on $40 million of credit facility borrowings at 5.50% through June 2008. The notional amount at December 31, 2007 provides an indication of the extent of the Company’s involvement in these instruments at that time, but does not represent exposure to credit, interest rate or market risks.
Our cash flow from operations has historically been one of our primary sources of liquidity to fund debt service, distributions and capital expenditures. We derive substantially all of our revenue from customers who lease space from us at our facilities. Therefore, our ability to generate cash from operations is dependent on the rents that we are able to charge and collect from our customers. While we believe that the facilities in which we invest — self-storage facilities — are less sensitive to near-term economic downturns, prolonged economic downturns will adversely affect cash flow from operations.
In order to qualify as a REIT for federal income tax purposes, we are required to distribute at least 90% of our REIT taxable income, excluding capital gains, to our shareholders on an annual basis or pay federal income tax.
56
Our long-term liquidity needs consist primarily of funds necessary to pay for development of new facilities, redevelopment of operating facilities, non-recurring capital expenditures, acquisitions of facilities and repayment of indebtedness at maturity. In particular, we intend to actively pursue the acquisition of additional facilities, which will require additional capital. WeWhile these capital investments are elective by their nature, we do not expect that we will have sufficient funds on hand to cover these long-term cash requirements.
47
investments. We will have to satisfy these needs through either additional borrowings, including borrowings under our revolving credit facility, sales of common or preferred sharesand/or cash generated through facility dispositions and joint venture transactions.
We believe that, as a publicly traded REIT, we will have access to multiple sources of capital to fund long-term liquidity requirements, including the incurrence of additional debt and the issuance of additional equity. However, as a new public company, we cannot provide any assurance that this will be the case. Our ability to incur additional debt will be dependent on a number of factors, including our degree of leverage, the value of our unencumbered assets and borrowing restrictions that may be imposed by lenders. Our ability to access the equity capital markets will be dependent on a number of factors as well, including general market conditions for REITs and market perceptions about us.
Other Material Changes in Financial Position
December 31, | ||||||||||||
2005 | 2004 | Increase | ||||||||||
(Dollars in thousands) | ||||||||||||
Selected Assets | ||||||||||||
Storage facilities — net | $ | 1,246,295 | $ | 729,155 | $ | 517,140 | ||||||
Restricted cash | 14,672 | 7,211 | 7,461 | |||||||||
Other assets | 8,986 | 3,399 | 5,587 | |||||||||
Selected Liabilities | ||||||||||||
Accounts payable and accrued expenses | $ | 18,872 | $ | 10,958 | $ | 7,914 | ||||||
Rents received in advance | 8,857 | 5,835 | 3,022 | |||||||||
Distributions payable | 16,624 | 7,532 | 9,092 |
|
| December 31, |
| Increase |
| |||||
|
| 2007 |
| 2006 |
| (decrease) |
| |||
|
| (in thousands) |
| |||||||
Selected Assets |
|
|
|
|
|
|
| |||
Storage facilities — net |
| $ | 1,647,118 |
| $ | 1,566,815 |
| $ | 80,303 |
|
Cash and cash equivalents |
| $ | 4,517 |
| $ | 19,716 |
| $ | (15,199 | ) |
Other assets |
| $ | 14,270 |
| $ | 6,475 |
| $ | 7,795 |
|
|
|
|
|
|
|
|
| |||
Selected Liabilities |
|
|
|
|
|
|
| |||
Revolving credit facility |
| $ | 219,000 |
| $ | 90,500 |
| $ | 128,500 |
|
Secured term loan |
| $ | 47,444 |
| $ | - |
| $ | 47,444 |
|
Distributions payable |
| $ | 11,300 |
| $ | 18,197 |
| $ | (6,897 | ) |
Storage facilities increased $517.1$80.3 million, restricted cash and cash equivalents decreased $15.2 million, our revolving credit facility increased $7.5$128.5 million and other assetsthe secured term loan increased $5.6 million from December 31, 2004 to December 31, 2005, primarily due to the acquisition of 146 self-storage facilities during the year ended December 31, 2005. The increase in other assets also includes a $1.7 million insurance receivable related to damage incurred at our Waveland, Mississippi facility from Hurricane Katrina.
57
48
The following table summarizes our known contractual obligations as of December 31, 2005:2007 (in thousands):
|
| Total |
| 2008 |
| 2009 |
| 2010 |
| 2011 |
| 2012 |
| 2013 and thereafter |
| |||||||
Mortgage loans and notes payable (a) |
| $ | 559,916 |
| $ | 11,541 |
| $ | 94,425 |
| $ | 112,497 |
| $ | 88,180 |
| $ | 162,347 |
| $ | 90,926 |
|
Revolving credit facility, unsecured term loan and secured term loan |
| 438,900 |
| — |
| 438,900 |
| — |
| — |
| — |
| — |
| |||||||
Interest payments (b) |
| 169,148 |
| 59,044 |
| 50,727 |
| 22,620 |
| 14,547 |
| 10,838 |
| 11,372 |
| |||||||
Ground leases and third party office lease |
| 2,625 |
| 537 |
| 434 |
| 428 |
| 428 |
| 387 |
| 411 |
| |||||||
Related party office leases |
| 3,322 |
| 468 |
| 453 |
| 453 |
| 475 |
| 475 |
| 998 |
| |||||||
Software contracts |
| 700 |
| 350 |
| 350 |
| — |
| — |
| — |
| — |
| |||||||
Employment contracts |
| 1,363 |
| 775 |
| 588 |
| — |
| — |
| — |
| — |
| |||||||
|
| $ | 1,175,974 |
| $ | 72,715 |
| $ | 585,877 |
| $ | 135,998 |
| $ | 103,630 |
| $ | 174,047 |
| $ | 103,707 |
|
Payments Due by Period | ||||||||||||||||||||
Less Than 1 | 1-3 | 3-5 | More Than 5 | |||||||||||||||||
Contractual Obligations | Total | Year | Years | Years | Years | |||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||
Loans and Notes Payable | $ | 665,941 | $ | 111,449 | $ | 29,267 | $ | 205,783 | $ | 319,442 | ||||||||||
Interest Payments | 176,689 | 35,450 | 58,734 | 48,372 | 34,133 | |||||||||||||||
Contractual Capital Lease Obligations | 56 | 39 | 17 | — | — | |||||||||||||||
Ground Leases and Third Party Office Lease | 670 | 152 | 224 | 94 | 200 | |||||||||||||||
Related Party Office Lease | 4,188 | 473 | 884 | 908 | 1,923 | |||||||||||||||
Employment Contracts | 3,535 | 1,508 | 1,990 | 37 | — | |||||||||||||||
Total | $ | 851,079 | $ | 149,071 | $ | 91,116 | $ | 255,194 | $ | 355,698 | ||||||||||
(a) Amounts do not include unamortized discounts/premiums.
(b) Interest on variable rate debt calculated using LIBOR of 5.03%.
We expect that the contractual obligations owed in 20062008 will be satisfied from the refinancing of two existing loans in 2006, outby a combination of cash generated from operations and if necessary, from draws on the revolving credit facility.
Off-Balance Sheet Arrangements
We do not currently have any off-balance sheet arrangements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company’s future income, cash flows and fair values relevant to financial instruments depend upon prevailing interest rates.
Market risk refersRisk
Our investment policy relating to cash and cash equivalents is to preserve principal and liquidity while maximizing the riskreturn through investment of loss from adverse changes in market prices and interest rates.
Effect of Changes in Interest Rates on our Outstanding Debt
The analysis below presents the sensitivity of the market value of our financial instruments to selected changes in market rates. The range of changes chosen reflects our view of changes which are reasonably possible over a one—year period. Market values are the present value of projected future cash flows based on the market rates chosen.
Our financial instruments consist of both fixed and variable rate debt. As of December 31, 2005, the Company had no2007, our consolidated debt consisted of $556.4 million in fixed rate loans payable and variable rate debt outstanding. The Company does not currently use derivativeloans totaling $471.1 million, consisting of $219.0 million borrowings under our variable rate revolving credit facility, $200.0 million in a variable rate unsecured term loan and $52.1 million in a variable rate secured loans. All financial instruments were entered into for other than trading purposes and the net market value of these financial instruments is referred to reduce its exposure to changesas the net financial position. Changes in interest rates.
49
change in interest rates on the fair value, the fixed rate debt is discounted at a rate based on an estimate of current lending rates, assuming the debt is outstanding through maturity or projected refinancing dates. At December 31, 2005 the fair valuevariable portion of the debt is estimated to be $649.3 million. A 100 basis pointportfolio impacts the interest incurred and cash flows, but does not impact the net financial instrument position.
If market rates of interest on our variable rate debt increase by 1%, the increase in annual interest rates would result in a decrease in the fair value of this fixedexpense on our variable rate debt would decrease future earnings and cash flows by approximately $4.4 million a year. If market rates of approximately $21.3 million at December 31, 2005. A 100 basis pointinterest on our variable rate debt decrease by 1%, the decrease in interest expense on our variable rate debt would increase future earnings and cash flows by approximately $4.4 million a year.
If market rates would result in anof interest increase inby 1%, the fair value of our fixed outstanding fixed—rate mortgage debt would decrease by approximately $18.2 million. If market rates of interest decrease by 1%, the fair value of our outstanding fixed—rate mortgage debt would increase by approximately $22.5 million at December 31, 2005.
InflationITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
58
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE
None. ITEM 9A. CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, we carried out an evaluation, was performed under the supervision and with the participation of our management, including ourthe Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined inRule 13a-15(e) Rules 13a—15(e) and 15(d)—15(e) under the Securities Exchange Act of 1934, as of December 31, 2005.amended, (the “Exchange Act”)). Based on that evaluation, the Chief Executive OfficerCEO and Chief Financial Officerthe CFO have concluded that theseour disclosure controls and procedures were effective as of December 31, 2005.
Management’s Report onChanges in Internal Control Over Financial Reporting
During the fourth quarter, we completed the remediation of the material weaknesses in internal control overrelating to the requisite skills and competencies or appropriate depth of experience of our accounting department personnel to assure the preparation of accurate interim and annual financial reportingstatements on a timely basis in accordance with generally accepted accounting principles; inadequate monitoring controls and the attestationappropriate personnel with the requisite skills and competencies to execute an adequate level of oversight to accurately account for the results of our operations, which adversely affected our ability to report our financial results in a timely and accurate manner; and our lack of Deloitte & Touche LLP,robust risk assessment processes, including strategic plans, that clearly defined and communicated our independent registered public accounting firm, on management’s assessmentgoals and objectives throughout our organization identified as of internal control over financial reporting are set forth on pages F-1and F-2 of this Annual Report onForm 10-K, and are incorporated herein by reference.
Management’s Report on Internal Control over Financial Reporting
Management’s report on internal control over financial reporting is set forth on page F-2 of this Annual Report on Form 10-K, and is incorporated herein by reference.
PART III
ITEM 10. TRUSTEES AND EXECUTIVE OFFICERS
We have adopted a Code of Ethics, for Principal Executive Officer and Senior Financial Officers, which is available on our website atwww.u-store-it.com. www.u—store—it.com. We intend to disclose any amendment to, or a waiver from, a provision of our Code of Ethics for Principal Executive Officer and Senior Financial Officers on our website within four business days following the date of the amendment or waiver.
The remaining information required by this item regarding trustees, and executive officers and corporate governance is hereby incorporated by reference to the material appearing in the Proxy Statement for the Annual Shareholders Meeting to be held in 20062008 (the “Proxy Statement”) under the captions “Proposal 1: Election of Trustees,” “Executive Officers” and “Information Regarding Corporate Governance“Meetings and Committees of the Board of Trustees and its Committees.Trustees.” The information required by this item regarding compliance with Section 16(a) of the Exchange Act is hereby incorporated by reference to the material appearing in the Proxy Statement under the caption “Other Matters — Section 16(a) Beneficial Ownership Reporting Compliance.”
59
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is hereby incorporated by reference to the material appearing in the Proxy Statement under the captions “Information Regarding Corporate Governance“Compensation Discussion and the Board of Trustees and its Committees — Trustee Compensation,Analysis,” “Executive Compensation and Other Information,” and “Compensation Committee Interlocks and Insider Participation.“Potential Payments Upon Termination or Change in Control,”
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTAND RELATED SHAREHOLDER MATTERS
The information regarding security ownership of certain beneficial owners and management required by this item is hereby incorporated by reference to the material appearing in the Proxy Statement under the caption “Principal Shareholders.“Security Ownership of Certain Beneficial Owners and Management.”
The following table sets forth certain information regarding our equity compensation plans as of December 31, 2005.
Plan Category |
| Number of securities to |
| Weighted-average |
| Number of securities remaining |
| |
|
| (a) |
| (b) |
| (c) |
| |
Equity compensation plans approved by shareholders |
| 1,916,771 | (1) | $ | 18.95 | (2) | 4,318,445 |
|
Equity compensation plans not approved by shareholders |
| — |
| — |
| — |
| |
Total |
| 1,916,771 |
| $ | 18.95 |
| 4,318,445 |
|
Number of securities | ||||||||||||
remaining available for | ||||||||||||
Number of securities to | Weighted-average | future issuance under equity | ||||||||||
be issued upon exercise | exercise price of | compensation plans | ||||||||||
of outstanding options, | outstanding options, | (excluding securities | ||||||||||
Plan Category | warrants and rights | warrants and rights | reflected in column(a)) | |||||||||
(a) | (b) | (c) | ||||||||||
Equity compensation plans approved by shareholders | 899,000 | (1) | $ | 16.00 | (2) | 1,766,257 | ||||||
Equity compensation plans not approved by shareholders | — | — | — | |||||||||
Total | 899,000 | $ | 16.00 | 1,766,257 | ||||||||
(1) | ||
Excludes | ||
(2) | This number reflects the weighted-average exercise price of outstanding options and has been calculated exclusive of outstanding restricted unit awards. |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is hereby incorporated by reference to the material appearing in the Proxy Statement under the caption “Certain Relationshipscaptions “Policies and Procedures Regarding Review, Approval or Ratification of Transactions With Related Transactions.Persons,”
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is hereby incorporated by reference to the material appearing in the Proxy Statement under the caption “Othercaptions “Audit Committee Matters — Relationship withFees Paid to Our Independent Accountants.Auditor” and “Audit Committee Pre-Approval Policies and Procedures.”
51
PART IV
1. Financial Statements.
The response to this portion of Item 15 is submitted as a separate section of this report.
2. Financial Statement Schedules.
The response to this portion of Item 15 is submitted as a separate section of this report.
60
The list of exhibits filed with this report is set forth in response to Item 15(b). The required exhibit index has been filed with the exhibits.
(b) Exhibits. The following documents are filed as exhibits to this report:
Exhibit No. | ||||
3.1* | ||||
Articles of Amendment and Restatement of Declaration of Trust of U-Store-It Trust, incorporated by reference to Exhibit 3.1 to the Company’s Current Report onForm 8-K, filed on November 2, 2004. | ||||
3.2* | Amended and Restated Bylaws of U-Store-It Trust, incorporated by reference to Exhibit | |||
4.1* | Form of Common Share Certificate, incorporated by reference to Exhibit 4.1 to Amendment No. 3 to the Company’s Registration Statement onForm S-11, FileNo. 333-117848. | |||
10.1* | Second Amended and Restated Agreement of Limited Partnership of U-Store-It, L.P. dated as of October 27, 2004, incorporated by reference to Exhibit 10.1 to the Company’s Current Report onForm 8-K, filed on November 2, 2004. | |||
10.2* | Credit Agreement, dated as of September 14, 2007, by and among U-Store-It, L.P., as borrower, U-Store-It Trust, as parent, Wachovia Capital Markets, LLC, as lead arranger and book manager, Wachovia Bank, National Association as administrative agent and the financial institutions initially signatory thereto and their assignees, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on September 14, 2007. | |||
10.3* | Form of Term Note with respect to the Credit Agreement, dated as of September 14, 2007, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on September 14, 2007. | |||
10.4* | Form of Guaranty with respect to the Credit Agreement, dated as of September 14, 2007, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on September 14, 2007. | |||
10.5* | Form of Pledge Agreement, with respect to the Credit Agreement, dated as of September 14, 2007, incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on September 14, 2007. |
52
10.6 * | First Amendment to Credit Agreement, dated as of June 12, 2007, by and among U-Store-It, L.P., as borrower, U-Store-It Trust, as parent, Wachovia Bank, National Association, as agent and each of the financial institutions party thereto, as lenders, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed on August 9, 2007. | |
10.7 * | Alternative Currency Note, dated as of June 12, 2007, executed on behalf of U-Store-It, L.P. , incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed on August 9, 2007. | |
10.8 * | Guarantor Acknowledgment, dated as of June 12, 2007, executed on behalf of U-Store-It, L.P., U-Store-It Mini Warehouse Co., and YSI Management LLC, as guarantors, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, filed on August 9, 2007. | |
10.9 * | Credit Agreement, dated as of November 21, 2006, by and among U-Store-It, L.P., as borrower, U-Store-It Trust, as parent, Wachovia Capital Markets, LLC and Keybanc Capital Markets, as joint lead arrangers, Wachovia Capital Markets, LLC, as book manager, Wachovia Bank, National Association, as administrative agent, Keybank National Association, as syndication agent, Bank of America, N.A., SunTrust Bank, and Wells Fargo Bank, National Association, each as documentation agent, and the financial institutions party thereto, as lenders, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on November 28, 2006. | |
10.10 * | Guaranty, dated as of November 21, 2006, executed on behalf of U-Store-It Trust, U-Store-It Mini Warehouse Co., and YSI Management LLC, as guarantors, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on November 28, 2006. | |
10.11 * | Form of Term Note, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on November 28, 2006. | |
10.12 * | Form of Revolving Note, incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on November 28, 2006. | |
10.13 * | Form of Swingline Note, incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed on November 28, 2006. | |
10.14 * | Credit Agreement, dated as of November 1, 2006, by and between U-Store-It, L.P. as borrower and Wachovia Bank, National Association as lender, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on November 7, 2006. | |
10.15 * | Note, dated as of November 1, 2006, executed on behalf of U-Store-It, L.P., incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on November 7, 2006. | |
10.16 * | Guaranty, dated as of November 1, 2006, executed on behalf of U-Store-It Trust, U- Store-It Mini Warehouse Co., and YSI Management LLC, as guarantors, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on November 7, 2006. | |
10.17 * | Form of Security Interest regarding fixed rate mortgage loan between YSI XX LP and TransAmerica Financial Life Insurance Company, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on November 4, 2005. |
53
10.18 * | Secured Promissory Note, dated November 1, 2005 between YSI XX LP and Transamerica Financial Life Insurance Company, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on November 4, 2005. | |
10.19 * | Loan Agreement, dated August 4, 2005 by and between YASKY LLC and LaSalle Bank National Association, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, filed on November 14, 2005. | |
10.20 * | Loan Agreement, dated July 19, 2005 by and between YSI VI LLC and Lehman Brothers Bank, FSB, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, filed on November 14, 2005. | |
10.21 * | Loan Agreement, dated as of October 27, 2004 by and between YSI I LLC and Lehman Brothers | |
10.22 * | Loan Agreement, dated as of October 27, 2004 by and between YSI II LLC and Lehman Brothers Holdings Inc. d/b/a/Lehman Capital, a division of Lehman Brothers Holdings Inc., incorporated by reference to Exhibit 10.3 to the Company’s Current Report onForm 8-K, filed on November 2, 2004. | |
10.23 * | Loan Agreement, dated as of October 27, 2004 by and between YSI III LLC and Lehman Brothers Bank, FSB, incorporated by reference to Exhibit 10.4 to the Company’s Current Report onForm 8-K, filed on November 2, 2004. | |
10.24 * | Settlement Agreement | |
10.25 * | Purchase and Sale Agreement, by and between U-Store-It, L.P. and Rising Tide Development LLC, dated August 6, 2007, incorporated by reference to | |
10.26 * | Standstill Agreement, by and | |
10.27 * | First Amendment to Lease, by and between U-Store-It, L.P. and Amsdell and Amsdell, dated August 6, 2007, amending Lease dated March 29, 2005, incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on August 7, 2007. | |
10.28 * | First Amendment to Lease, by and between U-Store-It, L.P. and Amsdell and Amsdell, dated August 6, 2007, amending Lease dated December 5, 2005, incorporated by reference to Exhibit 10.5 to the Company’s Current Report onForm 8-K, filed on | |
10.29 * | First Amendment to Lease, by and between U-Store-It, |
54
10.30 * | First Amendment to Lease, by and | |||
10.31 * | First Amendment to Lease, by and between U-Store-It, L.P. and Amsdell and Amsdell, dated August 6, 2007, amending Lease dated December 5, 2005, incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K, filed on August 7, 2007. | |||
10.32 * | Option Termination Agreement, by and between U-Store-It, L.P. and Rising Tide Development LLC, dated August 6, 2007, incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K, filed on August 7, 2007. | |||
10.33 * | Property Management Termination Agreement, by and among U-Store-It Trust, YSI Management LLC, and Rising Tide Development LLC, dated August 6, 2007, incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K, filed on August 7, 2007. | |||
10.34 * | Marketing and Ancillary Services Termination Agreement, by and among U-Store-It Trust, U-Store-It Mini Warehouse Co., and Rising Tide Development LLC, dated August 6, 2007, incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K, filed on August 7, 2007. | |||
10.35 * | Office Lease, dated March 29, 2005, by and between Amsdell and Amsdell and U-Store- it, L.P., incorporated by reference to Exhibit 10.41 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed on March 31, 2005. | |||
10.36 * | Lease, dated June 29, 2005 by and between Amsdell and Amsdell and U-Store-It, L.P., incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, filed on August 12, 2005. | |||
10.37 * | Lease, dated June 29, 2005 by and between Amsdell and Amsdell and U-Store-It, L.P., incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, filed on August 12, 2005. | |||
10.38 * | Non-Exclusive Aircraft Lease Agreement, dated July 1, 2005 by and between Aqua Sun Investments, L.L.C. and U-Store-It, L.P., incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, filed on August 12, 2005. | |||
10.39 * | Marketing and Ancillary Services Agreement, dated as of October 27, 2004 by and between U-Store-It Mini Warehouse Co. and Rising Tide Development, LLC incorporated by reference to Exhibit 10.8 to the Company’s Current Report onForm | |||
10.40 * | Property Management Agreement, dated as of October 27, 2004 by and between YSI Management LLC and Rising Tide Development, LLC, incorporated by reference to Exhibit 10.9 to the Company’s Current Report onForm 8-K, filed on November 2, 2004. |
61
10.41 * | Option Agreement, dated as of October 27, 2004 by and between U-Store-It, L.P. and Rising Tide Development, LLC, incorporated by reference to Exhibit 10.10 to the Company’s Current Report onForm 8-K, filed on November 2, 2004. |
55
10.42 * | Agreement for Sale and Purchase dated as of | ||||
10.43 *† | Amended and Restated Employment Agreement, dated as of August 23, 2006, by and between U-Store-It Trust and Todd C. Amsdell, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on August 28, 2006. | ||||
10.44 *† | Amended and Restated Executive Employment Agreement, dated April 20, 2007, by and between U-Store-It Trust and Dean Jernigan, incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q, filed on May 10, 2007. | ||||
10.45 *† | Amended and Restated Executive Employment Agreement, dated April 20, 2007, by and between U-Store-It Trust and Christopher P. Marr, incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q, filed on May 10, 2007. | ||||
10.46 *† | Amended and Restated Executive Employment Agreement, dated April 20, 2007, by and between U-Store-It Trust and Timothy M. Martin, incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q, filed on May 10, 2007. | ||||
10.47 *† | Amended and Restated Executive Employment Agreement, dated April 20, 2007, by and between U-Store-It Trust and Stephen R. Nichols, incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q, filed on May 10, 2007. | ||||
10.48 *† | Amended and Restated Executive Employment Agreement, dated April 20, 2007, by and between U-Store-It Trust and Kathleen A. Weigand, incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q, filed on May 10, 2007. | ||||
10.49 † | Indemnification Agreement, dated as of January 25, 2008 by and among U-Store-It Trust, U-Store-It, L.P. and Daniel B. Hurwitz, filed herewith. | ||||
10.50 *† | Indemnification Agreement, dated as of March 22, 2007 by and among U-Store-It Trust, U-Store-It, L.P. and Marianne M. Keler, incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q, filed on May 10, 2007. | ||||
10.51 *† | Indemnification Agreement, dated as of December 11, 2006, by and among U-Store-It Trust, U-Store-It, L.P. and Timothy M. Martin, incorporated by reference to Exhibit 10.47 to the Company’s Annual Report on Form 10-K, filed on March 16, 2007. | ||||
10.52 *† | Indemnification Agreement, dated as of July 10, 2006, by and among U-Store-It Trust, U-Store-It, L.P. and Stephen R. Nichols, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on July 10, 2006. | ||||
10.53 *† | Indemnification Agreement, dated June 5, 2006 by and among U-Store-It Trust, U-Store- It, L.P. and Christopher P. Marr, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed on August 8, 2006. | ||||
10.54 *† | Indemnification Agreement, dated as of April 24, 2006 by and among U-Store-It Trust, U-Store-It, L.P. and Dean Jernigan, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on April 24, 2006. | ||||
56
10.55 *† | Indemnification Agreement, dated as of February 24, 2006 by and among U-Store-It Trust, U-Store-It, L.P. and Kathleen A. Weigand, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on March 1, 2006. | |||
10.56 *† | Indemnification Agreement, dated as of October 27, 2004 by and among U-Store-It Trust, U-Store-It, L.P. and Robert J. Amsdell, incorporated by reference to Exhibit 10.12 to the Company’s Current Report onForm 8-K, filed on November 2, 2004. | |||
10.57 *† | Indemnification Agreement, dated as of October 27, 2004 by and among U-Store-It Trust, U-Store-It, L.P. and Barry L. Amsdell, incorporated by reference to Exhibit 10.14 to the Company’s Current Report onForm 8-K, filed on November 2, 2004. | |||
10.58 *† | Indemnification Agreement, dated as of October 27, 2004 by and among U-Store-It Trust, U-Store-It, L.P. and Todd C. Amsdell, incorporated by reference to Exhibit 10.15 to the Company’s Current Report onForm 8-K, filed on November 2, 2004. | |||
10.59 *† | Indemnification Agreement, dated as of October 27, 2004 by and among U-Store-It Trust, U-Store-It, L.P. and John C. Dannemiller, incorporated by reference to Exhibit 10.17 to the Company’s Current Report onForm 8-K, filed on November 2, 2004. | |||
10.60 *† | Indemnification Agreement, dated as of October 27, 2004 by and among U-Store-It Trust, U-Store-It, L.P. and Thomas | |||
10.61 *† | Indemnification Agreement, dated as of October 27, 2004 by and among U-Store-It Trust, U-Store-It, L.P. and David J. LaRue, incorporated by reference to Exhibit 10.19 to the Company’s Current Report onForm 8-K, filed on November 2, 2004. | |||
10.62 *† | Indemnification Agreement, dated as of October 27, 2004 by and among U-Store-It Trust, U-Store-It, L.P. and Harold S. Haller, incorporated by reference to Exhibit 10.20 to the Company’s Current Report onForm 8-K, filed on November 2, 2004. | |||
10.63 *† | Indemnification Agreement, dated as of October 27, 2004 by and among U-Store-It Trust, U-Store-It, L.P. and William M. Diefenderfer III, incorporated by reference to Exhibit 10.21 to the Company’s Current Report onForm 8-K, filed on November 2, 2004. | |||
10.64 *† | Modification of Noncompetition Agreement | |||
10.65 *† | Modification of Noncompetition Agreement and Termination of Employment Agreement, by and between U-Store-It Trust and Todd C. Amsdell, dated August 6, 2007, incorporated by reference to Exhibit 10.13 to the Company’s Current Report on Form 8-K, filed on August 7, 2007. | |||
10.66 *† | Modification of Noncompetition Agreement, by and between U-Store-It Trust and Barry L. Amsdell, dated August 6, 2007, incorporated by reference to Exhibit 10.14 to the Company’s Current Report on Form 8-K, filed on August 7, 2007. | |||
10.67 *† | Noncompetition Agreement, dated as of December 11, 2006, by and between U-Store-It Trust and Timothy M. Martin, incorporated by reference to Exhibit 10.62 to the Company’s Annual Report on Form 10-K, filed on March 16, 2007. |
57
10.68 *† | Noncompetition Agreement, dated as of July 10, 2006, by and between U-Store-It Trust and Stephen R. Nichols, incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on July 10, 2006. | |||
10.69 *† | Noncompetition Agreement, dated as of June 5, 2006, by and between U-Store-It Trust and Christopher P. Marr, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, filed on August 8, 2006. | |||
10.70 *† | Noncompetition Agreement, dated as of April 24, 2006 by and between U-Store-It Trust and Dean Jernigan, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on April 24, 2006. | |||
10.71 *† | Noncompetition Agreement, dated as of October 27, 2004 by and between U-Store-It Trust and Barry L. Amsdell, incorporated by reference to Exhibit 10.26 to the Company’s Current Report on Form 8-K, filed on November 2, 2004. | |||
10.72 *† | Noncompetition Agreement, dated as of October 27, 2004 by and between U-Store-It Trust and Robert J. Amsdell, incorporated by reference to Exhibit 10.22 to the Company’s Current Report onForm 8-K, filed on November 2, 2004. | |||
10.73 *† | Noncompetition Agreement, dated as of October 27, 2004 by and between U-Store-It Trust and Todd C. Amsdell, incorporated by reference to Exhibit 10.24 to the Company’s Current Report onForm 8-K, filed on November 2, 2004. |
62
10.74 *† | Schedule of | |||
10.75 *† | Schedule of 2008 Equity Awards for Executive Officers of U-Store-It Trust, incorporated by reference to Exhibit 99.2 to the Company’s Current Report onForm 8-K, filed on | |||
10.76 *† | Schedule of | |||
10.77 *† | Schedule of | |||
6328, 2007.
10.78 *† | ||||
Schedule of | ||||
10.79 *† | ||||
Deferred Share Agreement, dated as of February | ||||
10.80 *† | Non-Qualified Share Option Agreement, | |||
10.81 *† | Non-Qualified Share Option Agreement, dated as of June 5, 2006, by and between U- Store-It Trust and Christopher P. Marr, incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q, filed on August 8, 2006. |
58
10.82 *† | Non-Qualified Share Option Agreement, dated as of April 19, 2006, by and between U- Store-It Trust and Dean Jernigan, incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on April 24, 2006. | |
10.83 † | Form of Restricted Share Agreement for Non-Employee Trustees under the U-Store-It Trust 2007 Equity Incentive Plan, filed herewith. | |
10.84 *† | Form of Restricted Share Agreement for Non-Employee Trustees under the U-Store-It Trust 2004 Equity Incentive Plan, incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q, filed on May 10, 2007. | |
10.85 *† | Form of Nonqualified Share Option Agreement (Three-Year Vesting) under the U-Store-It Trust 2007 Equity Incentive Plan, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on January 25, 2008. | |
10.86 *† | Form of Non-Qualified Share Option Agreement under the U-Store-It Trust 2004 Equity Incentive Plan, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed on May 10, 2007. | |
10.87 *† | Form of Performance-Vested Restricted Share Agreement under the U-Store-It Trust 2007 Equity Incentive Plan, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on January 25, 2008. | |
10.88 *† | Form of Performance-Vested Restricted Share Agreement under the U-Store-It Trust 2004 Equity Incentive Plan, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, filed on May 10, 2007. | |
10.89 *† | Form of Restricted Share Agreement under the U-Store-It Trust 2007 Equity Incentive Plan, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on January 25, 2008. | |
10.90 *† | Form of Restricted Share Agreement under the U-Store-It Trust 2004 Equity Incentive Plan, incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q, filed on May 10, 2007. | |
10.91 *† | Restricted Share Agreement, dated as of December 11, 2006, by and between U-Store-It Trust and Timothy M. Martin, incorporated by reference to Exhibit 10.88 to the Company’s Annual Report onForm 10-K, | |
10.92 *† | Restricted Share Agreement, dated as of July 10, 2006, by and between U-Store-It Trust and Stephen R. Nichols, incorporated by reference to Exhibit | |
10.93 *† | Restricted Share Agreement, dated as of June 5, 2006, by and between U-Store-It Trust and Christopher P. Marr, incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q, filed August 8, 2006. | |
10.94 *† | U-Store-It Trust Trustees Deferred Compensation Plan, amended and restated as of January 1, 2007, incorporated by reference to Exhibit 10.91 to the Company’s Annual Report onForm 10-K, | |
10.95 *† | U-Store-It Trust Executive Deferred Compensation Plan, amended and restated as of January 1, 2007, incorporated by reference to Exhibit 10.92 to the Company’s Annual Report on Form 10-K, filed March 16, 2007. |
59
10.96 *† | U-Store-It Trust Deferred Trustees Plan, incorporated by reference to Exhibit 10.1 to the Company’s Current Report onForm 8-K, filed on June 6, 2005. | |||
10.97 *† | 2007 Equity Incentive Plan of U-Store-It | |||
10.98 *† | 2004 Equity Incentive Plan of U-Store-It | |||
21.1 | List of Subsidiaries. | |||
23.1 | Consent of Independent Registered Public Accounting Firm. | |||
31.1 | Certification of Chief Executive Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
31.2 | Certification of Chief Financial Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
64
Exhibit No. | ||||
10 | .62* | Third Amendment to Purchase and Sale Agreement, dated July 20, 2005 by and between U-Store-It, L.P. and various partnerships and other entities affiliated with National Self Storage and the Schomac Group, Inc. named therein, incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report onForm 10-Q for the quarter ended June 30, 2005, filed on August 12, 2005. | ||
10 | .63* | Loan Agreement, dated July 19, 2005 by and between YSI VI LLC and Lehman Brothers Bank, FSB, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report onForm 10-Q for the quarter ended September 30, 2005, filed on November 14, 2005. | ||
10 | .64* | Loan Agreement, dated August 4, 2005 by and between YASKY LLC and LaSalle Bank National Association, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report onForm 10-Q for the quarter ended September 30, 2005, filed on November 14, 2005. | ||
10 | .65* | Secured Promissory Note, dated November 1, 2005 between YSI XX LP and Transamerica Financial Life Insurance Company, incorporated by reference to Exhibit 10.1 to the Company’s Current Report onForm 8-K, filed on November 4, 2005. | ||
10 | .66* | Form of Security Interest regarding fixed rate mortgage loan between YSI XX LP and TransAmerica Financial Life Insurance Company, incorporated by reference to Exhibit 10.2 to the Company’s Current Report onForm 8-K, filed on November 4, 2005. | ||
21 | .1 | List of Subsidiaries. | ||
23 | .1 | Consent of Independent Registered Public Accounting Firm. | ||
31 | .1 | Certification of Chief Executive Officer required byRule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
31 | .2 | Certification of Chief Financial Officer required byRule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
32 | .1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||
99 | .1* | Acknowledgement and Agreement of Adjustment to Acquisition Consideration, dated May 14, 2005, by and between Rising Tide Development, LLC and U-Store-It, L.P., incorporated by reference to Exhibit 99.1 to the Company’s Quarterly Report onForm 10-Q for the quarter ended June 30, 2004, filed on August 12, 2005. |
* | ||
Incorporated herein by reference as above indicated. | ||
† | Denotes a management contract or compensatory plan, contract or arrangement. |
65
60
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
U-STORE-IT TRUST | |||
By: | /s/ Christopher P. Marr | ||
Christopher P. Marr | |||
Chief Financial Officer | |||
Date: March 1, 2006
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
Signature | Title | Date | ||||
/s/ | Chairman of the Board of Trustees | February 29, 2008 | ||||
William M. Diefenderfer III | ||||||
/s/ Dean Jernigan | Chief Executive Officer | February 29, 2008 | ||||
Dean Jernigan | (Principal Executive Officer) | |||||
/s/ Christopher P. Marr | Chief Financial Officer | February 29, 2008 | ||||
Christopher P. Marr | (Principal Financial Officer) | |||||
/s/ Timothy M. Martin | Chief Accounting Officer | February 29, 2008 | ||||
Timothy M. Martin | (Principal Accounting Officer) | |||||
/s/ Thomas A. Commes | Trustee | February 29, 2008 | ||||
Thomas A. Commes | ||||||
/s/ John C. Dannemiller | Trustee | February 29, 2008 | ||||
John C. Dannemiller | ||||||
/s/ Harold S. Haller | Trustee | February 29, 2008 | ||||
Harold S. Haller | ||||||
/s/ Daniel B. Hurwitz | Trustee | February 29, 2008 | ||||
Daniel B. Hurwitz | ||||||
/s/ Marianne M. Keler | Trustee | February 29, 2008 | ||||
Marianne M. Keler | ||||||
/s/ David J. LaRue | Trustee | February 29, 2008 | ||||
David J. LaRue |
66
61
Page No. | ||||
Consolidated | ||||
Management’s Report on Internal Control Over Financial Reporting | F-2 | |||
F-3 | ||||
F-4 | ||||
Consolidated Balance Sheets | F-5 | |||
F-6 | ||||
F-7 | ||||
F-8 | ||||
F-9 |
F-1
Management of U-Store-It Trust and subsidiaries (The “Company”)the Company is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Under Section 404 of the Sarbanes-Oxley ActRule 13a-15(f). In evaluating of 2002, the Company’s management is required to assess the effectiveness of the Company’s internal control over financial reporting management based its evaluationas of the end of each fiscal year, and report on the frameworkbasis of that assessment whether the Company’s internal control over financial reporting is effective.
The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inInternal Control — Integrated Frameworkissued by accordance with U.S. generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that:
· pertain to the Committeemaintenance of Sponsoring Organizationsrecords that, in reasonable detail, accurately and fairly reflect the transactions and the disposition of the Treadway Commission (“COSO”).
· provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that the receipts and expenditures of the Company are being made only in accordance with the authorization of the Company’s management and its Board of Trustees; and
· provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
There are inherent limitations in the effectiveness of any system of internal control, including the possibility of human error and the circumvention or overriding of controls. Accordingly, even an effective internal control system can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of an internal control system may vary over time.
Under the supervision, and with the participation, of the Company’s management, including the Chief Executive Officerprincipal executive officer and Chief Financial Officer, the Companyprincipal financial officer, we conducted ana review, evaluation and assessment of the effectiveness of the Company’s internal control over financial reporting. Based on the evaluation under the framework inInternal Control Integrated Framework,management has determined that the Company’s internal control over financial reporting was effective as of December 31, 2005.
The effectiveness of our internal control over financial reporting as of December 31, 2007, has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which is includedthat appears herein.
February 27, 2006
F-1
F-2
We have audited management’s assessment, included within this December 31, 2005Form 10-K ofU-Store-It Trust (the “Company”) on Page F-1 under the heading of “Management’s Report on Internal Control Over Financial Reporting,” that the Company maintained effective internal control over financial reporting of U-Store-It Trust and subsidiaries (the “Company”), as of December 31, 2005,2007 based on criteria established inInternalControl — Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying management’s report of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment,assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, management’s assessment that the Company maintained effective internal control over financial reporting as of December 31, 2005, is fairly stated, in all material respects, based on the criteria established inInternal Control — Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2005,2007, based on the criteria established inInternalControl — Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet as of December 31, 2005,2007, and the related consolidated statementstatements of operations, shareholders’ equity, and cash flows for the year ended December 31, 2005,2007, and the financial statement schedule as of and for the year ended December 31, 20052007 of the Company and our report dated February 27, 200629, 2008 expressed an unqualified opinion on those financial statements and financial statement schedule.
/s/ DELOITTE & TOUCHE LLP |
Cleveland, Ohio |
February 29, 2008 |
F-3
F-2
We have audited the accompanying consolidated balance sheets of U-Store-It Trust and subsidiaries (the “Company”) as of December 31, 20052007 and 2004,2006 and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the Company forthree years in the yearperiod ended December 31, 2005 and for the period from October 21, 2004 (commencement of operations) through December 31, 2004, and the related consolidated and combined statements of operations, owners’ equity (deficit), and cash flows of Acquiport/Amsdell (the “Predecessor”) for the period from January 1, 2004 through October 20, 2004, and for the year ended December 31, 2003.2007. Our audits also included the financial statement schedule listed in the Index at Item 15. These financial statements and financial statement schedule are the responsibility of the Company’s and the Predecessor’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the CompanyU-Store-It Trust and subsidiaries as of December 31, 20052007 and 2004, the results of the Company’s operations and cash flows for the year ended December 31, 2005 and for the period from October 21, 2004 (commencement of operations) through December 31, 2004,2006 and the results of the Predecessor’stheir operations and their cash flows for each of the three years in the period from January 1, 2004 through October 20, 2004, and for the year ended December 31, 2003,2007, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth herein.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company’s internal control over financial reporting as of December 31, 2005,2007, based on the criteria established inInternal Control — Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 27, 200629, 2008 expressed an unqualified opinion on management’s assessment of the effectiveness of the Company’s internal control over financial reporting and an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
/s/ DELOITTE & TOUCHE LLP |
Cleveland, Ohio |
February 29, 2008 |
F-4
F-3
December 31, | ||||||||
2005 | 2004 | |||||||
(Dollars in thousands, except par value amounts) | ||||||||
ASSETS | ||||||||
Storage facilities — net | $ | 1,246,295 | $ | 729,155 | ||||
Cash and cash equivalents | 201,098 | 28,485 | ||||||
Restricted cash | 14,672 | 7,211 | ||||||
Loan procurement costs — net of amortization | 10,437 | 7,624 | ||||||
Other assets | 8,631 | 3,138 | ||||||
Other assets due from related parties | 355 | 261 | ||||||
TOTAL ASSETS | $ | 1,481,488 | $ | 775,874 | ||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
LIABILITIES | ||||||||
Loans payable | $ | 669,282 | $ | 380,496 | ||||
Capital lease obligations | 56 | 156 | ||||||
Accounts payable and accrued expenses | 18,798 | 10,958 | ||||||
Accounts payable and accrued expenses due to related party | 74 | — | ||||||
Distributions payable | 16,624 | 7,532 | ||||||
Rents received in advance | 8,857 | 5,835 | ||||||
Security deposits | 685 | 455 | ||||||
Total Liabilities | 714,376 | 405,432 | ||||||
COMMITMENTS AND CONTINGENCIES | — | — | ||||||
MINORITY INTEREST | 64,108 | 11,062 | ||||||
SHAREHOLDERS’ EQUITY | ||||||||
Common shares, $.01 par value, 200,000,000 shares authorized, 57,010,162 in 2005 and 37,345,162 in 2004 issued and outstanding | 570 | 373 | ||||||
Additional paid in capital | 795,244 | 396,662 | ||||||
Accumulated deficit | (91,253 | ) | (37,430 | ) | ||||
Unearned share grant compensation | (1,557 | ) | (225 | ) | ||||
Total shareholders’ equity | 703,004 | 359,380 | ||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 1,481,488 | $ | 775,874 | ||||
(in thousands, except share data)
|
| December 31, |
| December 31, |
| ||
|
| 2007 |
| 2006 |
| ||
|
|
|
|
|
| ||
ASSETS |
|
|
|
|
| ||
Storage facilities |
| $ | 1,916,396 |
| $ | 1,771,864 |
|
Accumulated depreciation |
| (269,278 | ) | (205,049 | ) | ||
|
| 1,647,118 |
| 1,566,815 |
| ||
Cash and cash equivalents |
| 4,517 |
| 19,716 |
| ||
Restricted cash |
| 15,818 |
| 14,126 |
| ||
Loan procurement costs - net of amortization |
| 6,108 |
| 7,575 |
| ||
Other assets |
| 14,270 |
| 6,475 |
| ||
Due from related parties |
| — |
| 632 |
| ||
Total assets |
| $ | 1,687,831 |
| $ | 1,615,339 |
|
|
|
|
|
|
| ||
LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
|
|
|
| ||
|
|
|
|
|
| ||
Revolving credit facility |
| $ | 219,000 |
| $ | 90,500 |
|
Unsecured term loan |
| 200,000 |
| 200,000 |
| ||
Secured term loan |
| 47,444 |
| — |
| ||
Mortgage loans and notes payable |
| 561,057 |
| 588,930 |
| ||
Accounts payable and accrued expenses |
| 33,623 |
| 22,590 |
| ||
Due to related parties |
| 110 |
| 336 |
| ||
Distributions payable |
| 11,300 |
| 18,197 |
| ||
Deferred revenue |
| 10,148 |
| 9,740 |
| ||
Security deposits |
| 548 |
| 655 |
| ||
Total liabilities |
| 1,083,230 |
| 930,948 |
| ||
|
|
|
|
|
| ||
Minority interests |
| 48,982 |
| 56,898 |
| ||
|
|
|
|
|
| ||
Commitments and contingencies |
|
|
|
|
| ||
|
|
|
|
|
| ||
Shareholders’ Equity |
|
|
|
|
| ||
Common shares $.01 par value, 200,000,000 shares authorized, 57,577,232 and 57,335,490 shares issued and outstanding at December 31, 2007 and December 31, 2006, respectively |
| 576 |
| 573 |
| ||
Additional paid in capital |
| 797,940 |
| 794,632 |
| ||
Accumulated other comprehensive loss |
| (1,664 | ) | — |
| ||
Accumulated deficit |
| (241,233 | ) | (167,712 | ) | ||
Total shareholders’ equity |
| 555,619 |
| 627,493 |
| ||
Total liabilities and shareholders’ equity |
| $ | 1,687,831 |
| $ | 1,615,339 |
|
See accompanying notes to the consolidated and combined financial statements.
F-4
F-5
THE | THE | |||||||||||||||
COMPANY | PREDECESSOR | |||||||||||||||
For the Period | For the Period | |||||||||||||||
Year Ended | October 21, 2004 | January 1, 2004 | Year Ended | |||||||||||||
December 31, | to December 31, | to October 20, | December 31, | |||||||||||||
2005 | 2004 | 2004 | 2003 | |||||||||||||
(Dollars and shares in thousands, except per share data) | ||||||||||||||||
REVENUES: | ||||||||||||||||
Rental income | $ | 138,120 | $ | 21,314 | $ | 65,631 | $ | 76,898 | ||||||||
Other property related income | 10,001 | 1,452 | 3,211 | 3,916 | ||||||||||||
Total revenues | 148,121 | 22,766 | 68,842 | 80,814 | ||||||||||||
OPERATING EXPENSES: | ||||||||||||||||
Property operating expenses | 54,952 | 9,635 | 26,031 | 28,096 | ||||||||||||
Property operating expense — related party | 43 | — | — | — | ||||||||||||
Depreciation | 39,949 | 5,800 | 16,528 | 19,494 | ||||||||||||
General and administrative | 17,786 | 4,140 | — | — | ||||||||||||
General and administrative — related party | 736 | 114 | — | — | ||||||||||||
Management fees — related party | — | — | 3,689 | 4,361 | ||||||||||||
Total operating expenses | 113,466 | 19,689 | 46,248 | 51,951 | ||||||||||||
OPERATING INCOME | 34,655 | 3,077 | 22,594 | 28,863 | ||||||||||||
OTHER EXPENSE: | ||||||||||||||||
Interest: | ||||||||||||||||
Interest expense on loans | (32,370 | ) | (4,428 | ) | (19,385 | ) | (15,128 | ) | ||||||||
Loan procurement amortization expense | (1,785 | ) | (240 | ) | (5,727 | ) | (1,015 | ) | ||||||||
Early extinguishment of debt | (93 | ) | (7,012 | ) | — | — | ||||||||||
Costs incurred to acquire management company — related party | — | (22,152 | ) | — | — | |||||||||||
Interest income | 2,405 | 37 | 69 | 12 | ||||||||||||
Other | (47 | ) | (78 | ) | — | — | ||||||||||
Total other expense | (31,890 | ) | (33,873 | ) | (25,043 | ) | (16,131 | ) | ||||||||
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE MINORITY INTEREST | 2,765 | (30,796 | ) | (2,449 | ) | 12,732 | ||||||||||
MINORITY INTEREST | (199 | ) | 898 | — | — | |||||||||||
NET INCOME (LOSS) BEFORE DISCONTINUED OPERATIONS | 2,566 | (29,898 | ) | (2,449 | ) | 12,732 | ||||||||||
DISCONTINUED OPERATIONS | ||||||||||||||||
Income from operations | 32 | — | — | 171 | ||||||||||||
Gain on sale of storage facilities | 179 | — | — | 3,329 | ||||||||||||
Income from discontinued operations | 211 | — | — | 3,500 | ||||||||||||
NET INCOME (LOSS) | $ | 2,777 | $ | (29,898 | ) | $ | (2,449 | ) | $ | 16,232 | ||||||
Basic and diluted earnings (loss) per share from continuing operations | $ | 0.07 | $ | (0.80 | ) | |||||||||||
Basic and diluted earnings per share from discontinued operations | — | — | ||||||||||||||
Basic and diluted earnings (loss) per share | $ | 0.07 | $ | (0.80 | ) | |||||||||||
Weighted-average common shares outstanding — basic | 42,120 | 37,478 | ||||||||||||||
Weighted-average common shares outstanding — diluted | 42,203 | 37,478 | ||||||||||||||
Distributions declared per share of common stock | $ | 1.13 | $ | 0.2009 | ||||||||||||
|
| For the Year ended December 31, |
| |||||||
|
| 2007 |
| 2006 |
| 2005 |
| |||
|
| (Dollars and shares in thousands, except per share data) |
| |||||||
REVENUES |
|
|
|
|
|
|
| |||
Rental income |
| $ | 211,974 |
| $ | 195,331 |
| $ | 135,169 |
|
Other property related income |
| 16,828 |
| 14,816 |
| 10,001 |
| |||
Other - related party |
| 365 |
| 457 |
| 405 |
| |||
Total revenues |
| 229,167 |
| 210,604 |
| 145,575 |
| |||
OPERATING EXPENSES |
|
|
|
|
|
|
| |||
Property operating expenses |
| 96,802 |
| 85,415 |
| 54,793 |
| |||
Property operating expenses - related party |
| 59 |
| 69 |
| 43 |
| |||
Depreciation |
| 70,192 |
| 64,079 |
| 39,479 |
| |||
Asset write-off |
| — |
| 305 |
| — |
| |||
Lease abandonment |
| 1,316 |
| — |
| — |
| |||
General and administrative |
| 21,966 |
| 21,675 |
| 17,786 |
| |||
General and administrative - related party |
| 337 |
| 613 |
| 736 |
| |||
Total operating expenses |
| 190,672 |
| 172,156 |
| 112,837 |
| |||
OPERATING INCOME |
| 38,495 |
| 38,448 |
| 32,738 |
| |||
OTHER INCOME (EXPENSE) |
|
|
|
|
|
|
| |||
Interest: |
|
|
|
|
|
|
| |||
Interest expense on loans |
| (54,108 | ) | (45,628 | ) | (31,907 | ) | |||
Loan procurement amortization expense |
| (1,772 | ) | (1,972 | ) | (2,045 | ) | |||
Write-off of loan procurement cost due to early extinguishment of debt |
| — |
| (1,907 | ) | (93 | ) | |||
Interest income |
| 401 |
| 1,336 |
| 2,404 |
| |||
Other |
| 118 |
| 191 |
| (47 | ) | |||
Total other expense |
| (55,361 | ) | (47,980 | ) | (31,688 | ) | |||
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE MINORITY INTERESTS |
| (16,866 | ) | (9,532 | ) | 1,050 |
| |||
MINORITY INTERESTS |
| 1,385 |
| 790 |
| (71 | ) | |||
INCOME (LOSS) FROM CONTINUING OPERATIONS |
| (15,481 | ) | (8,742 | ) | 979 |
| |||
DISCONTINUED OPERATIONS |
|
|
|
|
|
|
| |||
Income from operations |
| 102 |
| 208 |
| 452 |
| |||
Gain on disposition of discontinued operations |
| 2,517 |
| — |
| 179 |
| |||
Minority interest attributable to discontinued operations |
| (215 | ) | (17 | ) | (42 | ) | |||
Income from discontinued operations |
| 2,404 |
| 191 |
| 589 |
| |||
NET INCOME (LOSS) |
| $ | (13,077 | ) | $ | (8,551 | ) | $ | 1,568 |
|
Basic and diluted earnings (loss) per share from continuing operations |
| $ | (0.26 | ) | $ | (0.15 | ) | $ | 0.02 |
|
Basic and diluted earnings (loss) per share from discontinued operations |
| $ | 0.04 |
| $ | — |
| $ | 0.02 |
|
Basic and diluted earnings (loss) per share |
| $ | (0.22 | ) | $ | (0.15 | ) | $ | 0.04 |
|
Weighted-average basic shares outstanding |
| 57,497 |
| 57,287 |
| 42,120 |
| |||
Weighted-average diluted shares outstanding |
| 57,497 |
| 57,287 |
| 42,203 |
| |||
|
|
|
|
|
|
|
| |||
Distributions declared per common share and unit |
| $ | 1.05 |
| $ | 1.16 |
| $ | 1.13 |
|
See accompanying notes to the consolidated and combined financial statements.
F-5
F-6
ACQUIPORT/AMSDELL (THE “PREDECESSOR”)
AND OWNERS’ EQUITY (DEFICIT)(in thousands)
Additional | Unearned | Owners’ | ||||||||||||||||||||||||||
Common Shares | Paid in | Grant Shares | Accumulated | Equity | ||||||||||||||||||||||||
Number | Amount | Capital | Compensation | Deficit | (Deficit) | Total | ||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||||||
The Predecessor | ||||||||||||||||||||||||||||
Balance at December 31, 2002 | — | $ | — | $ | — | $ | — | $ | — | $ | 142,413 | $ | 142,413 | |||||||||||||||
Net income | — | — | — | — | — | 16,232 | 16,232 | |||||||||||||||||||||
Cash contributions | — | — | — | — | — | 1,788 | 1,788 | |||||||||||||||||||||
Cash distributions | — | — | — | — | — | (28,684 | ) | (28,684 | ) | |||||||||||||||||||
Balance at December 31, 2003 | — | — | — | — | — | 131,749 | 131,749 | |||||||||||||||||||||
Net loss | — | — | — | — | — | (2,449 | ) | (2,449 | ) | |||||||||||||||||||
Contributions | — | — | — | — | — | 128,724 | 128,724 | |||||||||||||||||||||
Cash distributions | — | — | — | — | — | (18,297 | ) | (18,297 | ) | |||||||||||||||||||
Issuance of note receivable from owner | — | — | — | — | — | (277,152 | ) | (277,152 | ) | |||||||||||||||||||
Balance at October 20, 2004 | — | — | — | — | — | (37,425 | ) | (37,425 | ) | |||||||||||||||||||
The Company | ||||||||||||||||||||||||||||
Reclassify Predecessor owners’ deficit | — | — | (37,961 | ) | — | — | 37,961 | — | ||||||||||||||||||||
Reclassify Predecessor owners’ deficit relative to contribution of facilities at historic cost for partnership units | — | — | 536 | — | — | (536 | ) | — | ||||||||||||||||||||
Net proceeds from sale of common shares | 28,750 | 287 | 424,702 | — | — | — | 424,989 | |||||||||||||||||||||
Grant of restricted share units | — | — | 2,675 | (2,675 | ) | — | — | — | ||||||||||||||||||||
Amortization of restricted share units | — | — | — | 2,450 | — | — | 2,450 | |||||||||||||||||||||
Issuance of restricted shares | 20 | — | — | — | — | — | — | |||||||||||||||||||||
Issuance of shares to former owners, property contributions | 7,409 | 74 | (74 | ) | — | — | — | — | ||||||||||||||||||||
Issuance of shares to former owners, management company acquisition | 1,166 | 12 | 18,648 | 18,660 | ||||||||||||||||||||||||
Share compensation expense | — | — | 96 | — | — | — | 96 | |||||||||||||||||||||
Record minority interests for former owners’ continuing interests | — | — | (11,960 | ) | — | — | — | (11,960 | ) | |||||||||||||||||||
Net loss | — | — | — | — | (29,898 | ) | — | (29,898 | ) | |||||||||||||||||||
Distributions | — | — | — | — | (7,532 | ) | — | (7,532 | ) | |||||||||||||||||||
Balance at December 31, 2004 | 37,345 | $ | 373 | $ | 396,662 | $ | (225 | ) | $ | (37,430 | ) | $ | — | $ | 359,380 | |||||||||||||
Net proceeds from sale of common shares | 19,665 | 197 | 378,550 | — | — | — | 378,747 | |||||||||||||||||||||
Grant of restricted share units | — | — | 3,066 | (3,066 | ) | — | — | — | ||||||||||||||||||||
Issuance of restricted share units | — | — | 82 | — | — | — | 82 | |||||||||||||||||||||
Amortization of restricted share units | — | — | — | 1,734 | — | — | 1,734 | |||||||||||||||||||||
Share compensation expense | — | — | 510 | — | — | — | 510 | |||||||||||||||||||||
Adjustment for minority interest in operating partnership | — | — | 16,374 | — | — | — | 16,374 | |||||||||||||||||||||
Net income | — | — | — | — | 2,777 | — | 2,777 | |||||||||||||||||||||
Accretion of operating partnership units | — | — | — | — | (2,976 | ) | — | (2,976 | ) | |||||||||||||||||||
Distributions | — | — | — | — | (53,624 | ) | — | (53,624 | ) | |||||||||||||||||||
Balance at December 31, 2005 | 57,010 | $ | 570 | $ | 795,244 | $ | (1,557 | ) | $ | (91,253 | ) | $ | — | $ | 703,004 | |||||||||||||
|
|
|
|
|
| Additional |
| Accumulated |
|
|
|
|
| |||||
|
| Common Shares |
| Paid in |
| Other Comprehensive |
| Accumulated |
|
|
| |||||||
|
| Number |
| Amount |
| Capital |
| Loss |
| Deficit |
| Total |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Balance at December 31, 2004 |
| 37,345 |
| $ | 373 |
| $ | 394,293 |
| $ | — |
| $ | (37,441 | ) | $ | 357,225 |
|
Net proceeds from sale of common shares |
| 19,665 |
| 197 |
| 378,550 |
|
|
|
|
| 378,747 |
| |||||
Issuance of trustee deferred shares |
|
|
|
|
| 82 |
|
|
|
|
| 82 |
| |||||
Amortization of restricted shares |
|
|
|
|
| 1,734 |
|
|
|
|
| 1,734 |
| |||||
Share compensation expense |
|
|
|
|
| 510 |
|
|
|
|
| 510 |
| |||||
Adjustment for minority interest in operating partnership |
|
|
|
|
| 15,203 |
|
|
|
|
| 15,203 |
| |||||
Net income |
|
|
|
|
|
|
|
|
| 1,568 |
| 1,568 |
| |||||
Accretion of operating partnership units |
|
|
|
|
|
|
|
|
| (2,976 | ) | (2,976 | ) | |||||
Distributions |
|
|
|
|
|
|
|
|
| (53,624 | ) | (53,624 | ) | |||||
Balance at December 31, 2005 |
| 57,010 |
| $ | 570 |
| $ | 790,372 |
| $ | — |
| $ | (92,473 | ) | $ | 698,469 |
|
Issuance of restricted shares |
| 139 |
| 1 |
|
|
|
|
|
|
| 1 |
| |||||
Proceeds from option exercise |
| 186 |
| 2 |
| 2,985 |
|
|
|
|
| 2,987 |
| |||||
Amortization of restricted shares |
|
|
|
|
| 649 |
|
|
|
|
| 649 |
| |||||
Share compensation expense |
|
|
|
|
| 444 |
|
|
|
|
| 444 |
| |||||
Issuance of trustee deferred shares |
|
|
|
|
| 176 |
|
|
|
|
| 176 |
| |||||
Adjustment for minority interest in operating partnership |
|
|
|
|
| 6 |
|
|
|
|
| 6 |
| |||||
Net loss |
|
|
|
|
|
|
|
|
| (8,551 | ) | (8,551 | ) | |||||
Distributions |
|
|
|
|
|
|
|
|
| (66,688 | ) | (66,688 | ) | |||||
Balance at December 31, 2006 |
| 57,335 |
| $ | 573 |
| $ | 794,632 |
| $ | — |
| $ | (167,712 | ) | $ | 627,493 |
|
Issuance of restricted shares |
| 123 |
| 2 |
|
|
|
|
|
|
| 2 |
| |||||
Conversion from units to shares |
| 119 |
| 1 |
|
|
|
|
|
|
| 1 |
| |||||
Amortization of restricted shares |
|
|
|
|
| 972 |
|
|
|
|
| 972 |
| |||||
Share compensation expense |
|
|
|
|
| 867 |
|
|
|
|
| 867 |
| |||||
Adjustment for minority interest in operating partnership |
|
|
|
|
| 1,469 |
|
|
|
|
| 1,469 |
| |||||
Comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Net loss |
|
|
|
|
|
|
|
|
| (13,077 | ) | (13,077 | ) | |||||
Other comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Unrealized loss on interest rate swap |
|
|
|
|
|
|
| (1,545 | ) |
|
| (1,545 | ) | |||||
Unrealized loss on foreign currency translation |
|
|
|
|
|
|
| (119 | ) |
|
| (119 | ) | |||||
Total comprehensive loss |
|
|
|
|
|
|
|
|
|
|
| (14,741 | ) | |||||
Distributions |
|
|
|
|
|
|
|
|
| (60,444 | ) | (60,444 | ) | |||||
Balance at December 31, 2007 |
| 57,577 |
| $ | 576 |
| $ | 797,940 |
| $ | (1,664 | ) | $ | (241,233 | ) | $ | 555,619 |
|
See accompanying notes to the consolidated and combined financial statements.
F-6
F-7
CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS
THE COMPANY | THE PREDECESSOR | |||||||||||||||
For the Period | For the Period | |||||||||||||||
Year Ended | October 21, 2004 to | January 1, 2004 to | Year Ended | |||||||||||||
December 31, | December 31, | October 20, | December 31, | |||||||||||||
2005 | 2004 | 2004 | 2003 | |||||||||||||
(Dollars in thousands) | ||||||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||||||
Net income (loss) | $ | 2,777 | $ | (29,898 | ) | $ | (2,449 | ) | $ | 16,232 | ||||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities | ||||||||||||||||
Depreciation and amortization | 41,902 | 6,040 | 22,255 | 20,716 | ||||||||||||
Early extinguishment of debt | 93 | 7,012 | — | — | ||||||||||||
Equity compensation expense | 2,244 | 2,546 | — | — | ||||||||||||
Accretion of fair market value of debt | (378 | ) | — | — | — | |||||||||||
Costs incurred to acquire management company — related party | — | 22,152 | — | — | ||||||||||||
Minority interest | 199 | (898 | ) | — | — | |||||||||||
Gain on sale of storage facilities | (179 | ) | — | — | (3,329 | ) | ||||||||||
Changes in other operating accounts: | ||||||||||||||||
Other assets | (3,187 | ) | 3,021 | 118 | 657 | |||||||||||
Accounts payable and accrued expenses | 5,421 | (1,978 | ) | 5,664 | (205 | ) | ||||||||||
Other liabilities | (42 | ) | 1,418 | (65 | ) | 156 | ||||||||||
Net cash provided by operating activities | 48,850 | 9,415 | 25,523 | 34,227 | ||||||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||||||
Acquisitions, additions and improvements to storage facilities | (383,760 | ) | (224,525 | ) | (2,865 | ) | (8,808 | ) | ||||||||
Acquisitions, additions and improvements to storage facilities — related party | (10,889 | ) | (451 | ) | — | — | ||||||||||
Acquisition of management company, net — related party | — | (3,492 | ) | — | — | |||||||||||
Net proceeds from sales of storage facilities | 6,203 | — | — | 8,068 | ||||||||||||
Insurance settlements | 500 | — | 583 | — | ||||||||||||
Increase in restricted cash | (4,748 | ) | (607 | ) | (2,832 | ) | (1,767 | ) | ||||||||
Net cash used in investing activities | (392,694 | ) | (229,075 | ) | (5,114 | ) | (2,507 | ) |
F-7
|
| For the year ended December 31, |
| |||||||
|
| 2007 |
| 2006 |
| 2005 |
| |||
Operating Activities |
|
|
|
|
|
|
| |||
Net income (loss) |
| $ | (13,077 | ) | $ | (8,551 | ) | $ | 1,568 |
|
Adjustments to reconcile net income (loss) to cash provided by operating activities: |
|
|
|
|
|
|
| |||
Depreciation and amortization |
| 72,218 |
| 66,727 |
| 42,174 |
| |||
Asset write-off |
| — |
| 305 |
| — |
| |||
Lease abandonment charge |
| 1,316 |
| — |
| — |
| |||
Gain on disposition of discontinued operations |
| (2,311 | ) | — |
| — |
| |||
Equity compensation expense |
| 1,840 |
| 1,272 |
| 2,244 |
| |||
Accretion of fair market value of debt |
| (367 | ) | (692 | ) | (378 | ) | |||
Early extinguishment of debt |
| — |
| 1,907 |
| 93 |
| |||
Minority interests |
| (995 | ) | (773 | ) | 113 |
| |||
Gain on sale of assets |
| — |
| — |
| (179 | ) | |||
Changes in other operating accounts: |
|
|
|
|
|
|
| |||
Other assets |
| (2,756 | ) | (350 | ) | (2,674 | ) | |||
Accounts payable and accrued expenses |
| 6,660 |
| 5,733 |
| 3,187 |
| |||
Other liabilities |
| 346 |
| (1,011 | ) | (42 | ) | |||
Net cash provided by operating activities |
| $ | 62,874 |
| $ | 64,567 |
| $ | 46,106 |
|
|
|
|
|
|
|
|
| |||
Investing Activities |
|
|
|
|
|
|
| |||
Acquisitions, additions and improvements to storage facilities |
| (48,014 | ) | (312,352 | ) | (381,083 | ) | |||
Acquisitions, additions and improvements to storage facilities - related party |
| (121,805 | ) | (37,414 | ) | (10,889 | ) | |||
Proceeds from sales of properties |
| 17,935 |
| 42 |
| 6,203 |
| |||
Proceeds from sales of marketable securities |
| — |
| 114,170 |
| 29,825 |
| |||
Investment in marketable securities |
| — |
| (19,000 | ) | (124,995 | ) | |||
Insurance settlements |
| — |
| 1,712 |
| 500 |
| |||
Decrease (increase) in restricted cash |
| (1,692 | ) | 4,795 |
| (8,624 | ) | |||
Net cash used in investing activities |
| $ | (153,576 | ) | $ | (248,047 | ) | $ | (489,063 | ) |
|
|
|
|
|
|
|
| |||
Financing Activities |
|
|
|
|
|
|
| |||
Net proceeds from sale of common shares |
| — |
| — |
| 378,747 |
| |||
Proceeds from: |
|
|
|
|
|
|
| |||
Revolving credit facility |
| 156,500 |
| 331,000 |
| — |
| |||
Unsecured Term Loan |
| — |
| 200,000 |
| — |
| |||
Secured term loan |
| 47,444 |
| — |
| — |
| |||
Mortgage loans and notes payable |
| 4,651 |
| — |
| 409,257 |
| |||
Short-term financing |
| — |
| 80,000 |
| — |
| |||
Principal payments on: |
|
|
|
|
|
|
| |||
Revolving credit facility |
| (28,000 | ) | (240,500 | ) | — |
| |||
Mortgage loans and notes payable |
| (32,157 | ) | (114,111 | ) | (219,875 | ) | |||
Short term financing |
| — |
| (80,000 | ) | — |
| |||
Capital lease obligations |
| — |
| (39 | ) | (100 | ) | |||
Distributions paid to shareholders |
| (66,816 | ) | (66,623 | ) | (44,532 | ) | |||
Distributions paid to minority partners |
| (5,975 | ) | (6,017 | ) | (2,349 | ) | |||
Loan procurement costs |
| (144 | ) | (2,398 | ) | (4,691 | ) | |||
Proceeds from exercise of stock options |
| — |
| 2,985 |
| — |
| |||
Net cash from (used in) financing activities |
| $ | 75,503 |
| $ | 104,297 |
| $ | 516,547 |
|
|
|
|
|
|
|
|
| |||
Increase (decrease) in cash and cash equivalents |
| (15,199 | ) | (79,183 | ) | 73,500 |
| |||
|
|
|
|
|
|
|
| |||
Cash and cash equivalents at beginning of year |
| 19,716 |
| 98,899 |
| 25,399 |
| |||
Cash and cash equivalents at end of year |
| $ | 4,517 |
| 19,716 |
| $ | 98,899 |
| |
|
|
|
|
|
|
|
| |||
Supplemental Cash Flow Information |
|
|
|
|
|
|
| |||
Cash paid for interest, net of interest capitalized |
| $ | 53,952 |
| $ | 45,461 |
| $ | 33,893 |
|
Supplemental disclosure of noncash activities: |
|
|
|
|
|
|
| |||
Acquisations of facilities: |
|
|
|
|
|
|
| |||
Issuance of OP units |
| — |
| — |
| (68,594 | ) | |||
Mortgage loans |
| — |
| (34,451 | ) | (99,782 | ) | |||
Other, net |
| — |
| (2,032 | ) | (1,660 | ) |
THE COMPANY THE PREDECESSOR For the Period For the Period Year Ended October 21, 2004 to January 1, 2004 to Year Ended December 31, December 31, October 20, December 31, 2005 2004 2004 2003 (Dollars in thousands) CASH FLOWS FROM FINANCING ACTIVITIES: Net proceeds from sale of common shares 378,747 424,989 — — Proceeds from: Loans payable 232,457 270,000 424,500 3,934 Notes payable — related parties — — 3,961 — Principal payments on: Loans payable (43,075 ) (437,849 ) (147,725 ) (2,093 ) Notes payable — related parties — (1,600 ) (2,361 ) — Capital lease obligations (100 ) (21 ) (197 ) (309 ) Cash contributions from owners — — 108 1,788 Loan made to owners — — (277,152 ) — Cash distributions to owners — — (18,297 ) (28,684 ) Minority interest distributions (2,349 ) — — — Shareholder distributions (44,532 ) — — — Pre-payment penalty on debt extinguishment — (887 ) — — Loan procurement costs (4,691 ) (8,554 ) (8,682 ) (365 ) Net cash provided by (used in) financing activities 516,457 246,078 (25,845 ) (25,729 ) NET INCREASE (DECREASE) IN CASH 172,613 26,418 (5,436 ) 5,991 CASH AND CASH EQUIVALENTS — Beginning of period 28,485 2,067 7,503 1,512 CASH AND CASH EQUIVALENTS — End of period $ 201,098 $ 28,485 $ 2,067 $ 7,503 CASH PAID FOR INTEREST $ 33,893 $ 9,032 $ 15,080 $ 15,648 CASH PAID FOR TAXES $ 315 $ 25 $ — $ — Supplemental disclosure of noncash activities: Contribution of facilities from prior owners for operating partnership units: Investment in real estate $ — $ 10,762 $ — $ — Mortgage loans — (10,365 ) — — Other, net — 139 — — Net assets acquired — 536 — —
F-8
THE COMPANY THE PREDECESSOR For the Period For the Period Year Ended October 21, 2004 to January 1, 2004 to Year Ended December 31, December 31, October 20, December 31, 2005 2004 2004 2003 (Dollars in thousands) Acquisition of management company from prior owners: Assets acquired (excluding cash of $730) — 659 — — Liabilities assumed — (536 ) — — Net assets acquired — 123 — — Acquisition of facilities: Issuance of OP units (68,594 ) — — — Mortgage loans (99,782 ) — — — Other, net (1,660 ) (4,526 ) — — Acquisition of partnership interests: Investment in real estate — — 128,672 — — — (128,672 ) — Reclassification of owners’ deficit to additional paid in capital — 37,961 — — Accrual for transfer of deferred financing fee assumed at merger date — (2,547 ) 2,547 — Record minority interest for limited partnership units in the operating partnership by reclassifying from additional paid in capital — 11,960 — — Items capitalized for funds yet to be disbursed — (427 ) — — Accrual for offering costs (reclassified to shareholders equity) — (3,668 ) 3,668 — Accrual for distributions 16,624 7,532 — — Grant of restricted share units and restricted shares to management executives and trustees 3,148 2,675 — —
F-9
F-8
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
1. ORGANIZATION AND NATURE OF OPERATIONS
U-Store-It Trust, (“we”a Maryland real estate investment trust (collectively with its subsidiaries, “we” or the “Company”), is a self-administered and self-managed real estate investment trust, or REIT, active in acquiring, developing and operating self-storage properties for business and personal use under month-to-month leases. As of December 31, 2007, the Company owned 409 self-storage facilities (collectively, the “Properties”) containing an aggregate of approximately 26.1 million rentable square feet. The Properties are located in 26 states throughout the United States. All references to building square footage, occupancy percentage, and the number of buildings are unaudited.
The Company owns substantially all of its assets through U-Store-It, L.P., a Delaware limited partnership (the “Operating Partnership”). The Company is the sole general partner of the Operating Partnership and, as of December 31, 2007, owned a 91.9% interest in the Operating Partnership. The Company manages its assets through YSI Management, LLC (the “Management Company”), a wholly owned subsidiary of the Operating Partnership. In addition to managing the Properties, the Management Company managed approximately 1.1 million rentable square feet related to facilities owned by related partiesp as of December 31, 2007. The Company owns 100% of U-Store-It Mini Warehouse Co. (the “TRS”), which it has elected to treat as a taxable REIT subsidiary. In general, a taxable REIT subsidiary may perform non-customary services for tenants, hold assets that the Company cannot hold directly and generally may engage in any real estate or non-real estate related business.
The Company was formed in July 2004 to succeed the self-storage operations owned directly and indirectly by Robert J. Amsdell, Barry L. Amsdell, Todd C. Amsdell and their affiliated entities and related family trusts (the “Amsdell Entities”). The Company commenced operations on October 21, 2004, after completing the mergers of Amsdell Partners, Inc. and High Tide LLC with and into the Company. The Company subsequently completed an initial public offering (“IPO”) of its common shares on October 27, 2004 concurrently with the consummation of various formation transactions. The IPO consisted of the sale of an aggregate of 28,750,000 common shares (including 3,750,000 shares pursuant to the exercise of the underwriters’ over-allotment option) at an offering price of $16.00 per share, generating gross proceeds of $460.0 million. The IPO resulted in net proceeds to the Company, after deducting underwriting discount and commissions, financial advisory fees and expenses of the IPO, of approximately $425.0 million. As a result of the mergers, the IPO and the formation transactions, the Company owns the sole general partner interest in U-Store-It, L.P., a Delaware limited partnership that was formed in July 1996 under the name Acquiport/Amsdell I Limited Partnership and was renamed U-Store-It, L.P. upon the completion of the IPO (the “operating partnership”), and owned approximately 97% of the aggregate partnership interests in the operating partnership at December 31, 2004. The Company is a real estate company engaged in the business of owning, acquiring, developing and operating self-storage properties for business and personal use undermonth-to-month leases and is operated as a real estate investment trust (“REIT”), for federal income tax purposes. All of the Company’s assets are held by, and operations are conducted through, the operating partnership and its subsidiaries.
In October 2005, the Company completed a secondaryfollow-on public offering, pursuant to which it sold an aggregate of 19,665,000 common shares (including 2,565,000 shares pursuant to the exercise of the underwriters’ option) at an offering price of $20.35 per share, for gross proceeds of $400.2 million. The offering resulted in net proceeds to the Company, after deducting underwriting discount and commissions and expenses of the offering, of approximately $378.7 million. As a result of the secondary offering and the National Self Storage acquisition (see Note 3) the Company owns approximately 92% of the aggregate partnership interests in the operating partnership at December 31, 2005.
F-10
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
U-STORE-IT TRUST AND SUBSIDIARIES (THE “COMPANY”) ANDACQUIPORT/AMSDELL (THE “PREDECESSOR”)NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS — (Continued)
The accompanying consolidated financial statements include all of the accounts of the Company, the operating partnership and wholly ownedits majority-owned and/or controlled subsidiaries. The mergersportion of Amsdell Partners, Inc. and High Tide LLC with and intothese entities not owned by the Company is presented as minority interest as of and during the property interests contributed to the operating partnership by the Predecessor have been accounted for as a reorganization of entities under common control and accordingly were recorded at the Predecessor’s historical cost basis. Prior to the combination, the Company had no significant operations; therefore, the combined operations for the period prior to October 21, 2004 represent the operations of the Predecessor. The combination did not require any material adjustments to conform the accounting policies of the separate entities.periods consolidated. All significant intercompany balancesaccounts and transactions have been eliminated in the consolidated and combinedconsolidation.
Estimates
The preparation of financial statements. The real estate entities includedstatements in conformity with accounting principles generally accepted in the accompanying consolidatedUnited States of America requires management to make estimates and combinedassumptions 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 Predecessor have been consolidated and combined on the basis that, for the periods presented, such entities were under common management.
Storage Facilities —
Storage facilities are recordedcarried at historical cost less accumulated depreciation. Depreciation ondepreciation and impairment losses. The cost of storage facilities reflects their purchase price or development cost. Costs incurred for the buildingsacquisition and equipment is recorded onrenovation of a straight-line basisstorage facility are capitalized to the Company’s investment in that property. 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, which range from five to 40 years. Expenditures for significant renovations or improvements that extend the useful life of assetslives.
F-9
Purchase Price Allocation
When facilities are capitalized. Repairs and maintenance costs are expensed as incurred.
In allocating the purchase price, the Company determines whether the acquisitions includeacquisition includes intangible assets or liabilities. Substantially all of the leases in place at acquired propertiesfacilities are at market rates, as the majority of the leases aremonth-to-month contracts. Accordingly, to date no portion of the purchase price has been allocated to aboveabove- or below marketbelow-market lease intangibles. The Company also considers whether in-place, at market leases represent an intangible asset. Based on the Company’s experience, leases of this nature generally re-let in less than 30 days andlease-up costs are minimal. Accordingly, the Company had no intangible assets recorded for in-place, at market leases as of December 31, 2005. Additionally, toTo date, no intangible asset has been recorded for the value of tenant relationships, because the Company does not have any concentrations of significant tenants and the average tenant turnover is fairly frequent.
Depreciation and Amortization
The costs of self-storage facilities and improvements are depreciated using the straight-line method based on useful lives ranging from five to 40 years.
Impairment of Long-Lived Assets
We evaluate long-lived assets as “held for use” for impairment when events and circumstances indicate that there may be impairment. The carrying value of these long-lived assets areis compared to the undiscounted future net operating cash flows attributable to the assets. An impairment loss is recorded if the net carrying value of the asset exceeds the fair value based on its undiscounted future net operating cash flows attributable to the asset and circumstances indicate that the carrying value of the real estate asset may not be recoverable.
F-11
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 a facility (or group of facilities), (b) the facility is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such facilities, (c) an active program to locate a buyer and other actions required to complete the plan to sell the facility have been initiated, (d) the sale of the facility is probable and transfer of the asset is expected to be completed within in one year, (e) the facility is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (f) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.
Typically these criteria are all met when the relevant asset is under contract, significant non-refundable deposits have been made by the potential buyer, the assets are immediately available for transfer and there are no contingencies related to the sale that may prevent the transaction from closing. In most transactions, these conditions or criteria are not satisfied until the actual closing of the transaction; and, accordingly, the facility is not identified as held for sale until the closing actually occurs. However, each potential transaction is evaluated based on its separate facts and circumstances.
During 2005,2007, the Company sold three storage facilities in South Carolina and two additional facilities in Arizona. No facilities were sold during 2006 while four of its storage facilities located in Ohio that were acquired as part of the Liberty Self-Stor Portfolio acquisition (see Note 3). During 2003, the Predecessor sold five of its storage facilities located throughout the United States.during 2005. These sales have been accounted for as discontinued operations and, accordingly, the accompanying financial statements and notes reflect the results of operations of the storage facilities sold as discontinued operations (see Note 9)10). It is our policy to allocate interest expense to facilities disposed of by sale based on the principal amount of the debt that will or could be paid off upon sale.
Cash and Cash Equivalents —
Cash and cash equivalents are highly-liquid investments with original maturities of three months or less. The Company considers all highly liquid instruments with maturitiesmaintains cash equivalents in financial institutions in excess of 90 daysinsured limits, but believes this risk is mitigated by only investing in or less as cash equivalents.
Restricted Cash —
Restricted cash consists of purchase deposits and cash deposits required for debt service requirements, capital replacement, purchase deposits, and expense reserves in connection with the requirements of our loan agreements.
F-10
Loan Procurement Costs —
Loan procurement costs related to borrowings consist of $13.0$10.3 million and $8.4$10.1 million at December 31, 20052007 and 2004, respectively. These amounts2006, respectively and are reported net of accumulated amortization of $2.6$4.2 million and $0.8$2.5 million as of December 31, 20052007 and 2004,2006, respectively. The costs are amortized over the life of the related debt using the effective interest rate method and reported as loan procurement amortization expense.
Marketable Securities
The Company accounts for its investments in debt and equity securities according to the provisions of SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities, which requires securities classified as “available-for-sale” to be stated at fair value. Adjustments to fair value of available-for-sale securities are recorded as a component of other comprehensive income (loss). A decline in the market value of equity securities below cost, that is deemed to be other than temporary, results in a reduction in the carrying amount to fair value. The impairment is charged to earnings and a new cost basis for the security is established. At December 31, 2005, we had $95.2 million in auction rate securities (“ARS”) and variable rate demand notes classified as available-for-sale securities that were all sold in 2006. We had no realized or unrealized gains or losses related to these securities during the years ended December 31, 2007 and 2006. All income related to these investments was recorded as interest income.
Other Assets —
Other assets consist primarily of accounts receivable, insurance recovery receivablesprepaid expenses and prepaid expenses.intangible assets. Accounts receivable was $4.2were $2.6 million and $2.3$3.7 million as of December 31, 20052007 and 2004,2006, respectively. The Company has recorded an allowance of approximately $0.8$0.5 million and $0.3$1.0 million, respectively, related to accounts receivable as of December 31, 20052007and 2006. The net carrying value of intangible assets as of December 31, 2007 and 2004,2006 was $4.6 million and $0.0, respectively.
Environmental Costs —
Our practice is to conduct or obtain environmental assessments in connection with the acquisition or development of additional facilities. Whenever the environmental assessment for one of our facilities indicates that a facility is impacted by soil or groundwater contamination from prior owners/operators or other sources, we will work with our environmental consultants and where appropriate, state governmental agencies, to ensure that the facility is either cleaned up, that no cleanup is necessary because the low level of contamination poses no significant risk to public health or the environment, or that the responsibility for cleanup rests with a third party.
F-12
Management has determined that all of our leases are operating leases. Rental income is receivedrecognized in accordance with the terms of the leases, which generally aremonth-to-month. Revenues from long-term operating leases are recognized on a straight-line basis over the term of the respective lease. The excess of rents received over amounts contractually due pursuant to the underlying leases is included in rents received in advancedeferred revenue in the accompanying consolidated and combined balance sheets and contractually due but unpaid rents are included in other assets.
Costs Associated with Exit or Disposal Activities
In October 2006, the Company committed to a plan to relocate its accounting, finance and information technology functions to the Philadelphia, Pennsylvania area. As part of the relocation of these functions, the Company provided severance arrangements for certain existing employees related to those functions. At the time the severance arrangements were entered into, the Company estimated a total expense of $470,000, of which $45,000 was paid in 2006 and the remainder was paid in 2007.
In August 2007, the Company abandoned certain office space in Cleveland, OH that was previously used for its corporate offices. The related leases have expiration dates ranging from December 31, 2008 through December 31, 2014. Upon vacating the space, the Company entered into a sub-lease agreement with a sub-tenant to lease the majority of the space for the duration of the term.
As a result of this exit activity, the Company recognized a “Lease abandonment charge” of $1.3 million. The charge is comprised of approximately $0.8 million of costs that represent the present value of the net cash flows associated with leases and the sub-lease agreement (“Contract Termination Costs”) and approximately $0.5 million of costs associated with the write-off of certain assets related to the abandoned space (“Other Associated Costs”). The Contract Termination Costs of $0.8 million are presented as “Accounts payable and accrued rent” and the Other Associated Costs of $0.5 million were
F-11
accounted for as a reduction of “Storage facilities.” The Company will amortize the Contract Termination Costs against rental expense over the remaining life of the respective leases.
Advertising Costs —
The Company incurs advertising costs primarily attributable to print advertisements in telephone books. The Company recognizes the costs when the related telephone book is first published. The Company recognized $3.6$4.3 million, $2.4$4.4 million and $1.0$3.6 million in advertising expenses for the years ended 2007, 2006 and 2005, 2004 and 2003, respectively.
Equity Offering Costs —
Underwriting discount and commissions, financial advisory fees and offering costs are reflected as a reduction to additional paid-in capital.
Other Property Related Income —
Other property related income consists primarily of late fees, and administrative charges, prior to October 27, 2004. Revenues from sales of storage supplies and other ancillary revenues and related costs were earned by U-Store-It Mini Warehouse Co. (the “Property Manager”) prior to October 27, 2004 and are not included in the operations of the Predecessor. Effective October 27, 2004, upon acquisition of the Property Manager, these ancillary revenues and costs are included in our operations, and YSI Management, LLC, a wholly owned subsidiary of the operating partnership, became the new property manager of the facilities.
Capitalized Interest —
The Company capitalizes interest incurred onthat is directly associated with construction activities until the construction of material storage facilities.asset is placed into service. Interest is capitalized to the related assets using a weighted-average rate of the Company’s credit facility and loans payable.outstanding debt. The Company capitalized $0.1 million during 2007, $0.1 million during 2006 and did not capitalize any interest for the years ended December 31, 2005 and 2004.
Derivative Financial Instruments —
We carry all derivatives on the balance sheet at fair value. We determineddetermine the fair value of derivatives by reference to quoted market prices. 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. Our use of derivative instruments has been limited to cash flow hedges of certain interest rate risks. At December 31, 2005 and 2004,2007 the Company had interest rate swap agreements for notional principal amounts aggregating $75 million. The Company had no outstanding derivative contracts.
Income Taxes —
The Company has elected to be taxed as a REITreal estate investment trust under Sections 856-860 of the Internal Revenue Code of 1986, as amended (the “Code”), beginning with the period from October 21, 2004 (commencement of operations) through December 31, 2004. In management’s opinion, 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 tax basis in the Company’s assets was $1.5 billion as of December 31, 2007 and $1.4 billion as of December 31, 2006.
The Company has been organized and has operated inis subject to a manner that it believes has allowed it to qualify for taxation as a REIT under the Code commencing, with the period from October 21, 2004 (commencement of operations) through December 31, 2004. and the Company intends to continue to be organized and operate in this manner. As a REIT, the Company4% federal excise tax if sufficient taxable income is not required to pay federal corporate income taxes on its taxable income todistributed within prescribed time limits. The excise tax equals 4% of the extent it is currently distributed to our shareholders. The characterizationannual amount, if any, by which the sum of (a) 85% of the Company’s dividends for 2005 was 46% ordinary income and 54% return(b) 95% of capital.
TRS’s are subject to federal income tax (including any applicable alternative minimum tax) on the Company’s taxable income at regular corporate tax rates.
F-13
Minority Interests
Minority Interests include income allocated to holders of the PredecessorOperating Partnership Units (the “OP Minority Interests”). Income is treated as a partnership for federal and state income tax purposes, soallocated to the tax effectsOP Minority Interests based on their ownership percentage of the Predecessor’s operations areOperating Partnership. This ownership percentage, as well as the responsibilitytotal net assets of the partnersOperating Partnership, changes when additional shares of our common stock or Operating Partnership Units are issued. Such changes result in an allocation between shareholders’ equity and members of these entities. Accordingly, the Predecessor does not record any provision for income taxesMinority Interests in the consolidatedConsolidated Balance Sheets. Due to the number of such capital transactions that occur each period, we have presented a single net effect of all such allocations for the period as the “Adjustment for Minority Interest in
F-12
Operating Partnership” in our Consolidated Statements of Shareholders’ Equity and combined financial statements.
Earnings per Share —
Basic earnings per share is calculated based on the weighted average number of common shares and restricted share unitsshares outstandingand/or vested during the period (prior to the dilutive impact of stock options and contingently issued shares).period. Diluted earnings per share is calculated using the weighted average number of shares outstanding during the period adjustedby 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 thatmethod. The total dilutive impact of these items totaled approximately 22,000, 121,000 and 83,000 in 2007, 2006 and 2005, respectively, and was included in the calculation of diluted earnings per share, unless the effect of such increaseinclusion would be anti-dilutive. There were no dilutive shares for the period from October 27, 2004 through December 31, 2004.
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 was recorded ratably over the vesting period relating to such contingently issued shares and options. The Company has elected to recognize compensation expense on a straight-line method over the requisite service period. Additionally, certain restricted share unitsshares awarded to Robert J. Amsdell, our chief executive officer vestformer Chairman and Chief Executive Officer, vested immediately upon his retirement from the company asCompany by their terms. Since he has reached the retirement age set forth in his award agreement. Accordingly,during 2005, share compensation expense related to this issuance was expensed fully in 2005.
Foreign Currency
The preparation of financial statements in conformity with accounting principles generally accepted inof foreign subsidiaries are translated to U.S. Dollars using the United States of America requires management to make estimates and assumptions that affect the reported amounts ofperiod-end exchange rate for assets and liabilities and disclosure of contingent assetsan average exchange rate for each period for revenues, expenses, and liabilities atcapital expenditures. The local currency is 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.
F-14
and/or method of settlement are dependent on future events that may be outside the control of the Company. FIN 47 requires an entity to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value of the liability can be reasonably estimated. FIN 47 is intended to provide more information about long-lived assets, more information about future cash outflows for these obligations and more consistent recognition of these liabilities. The Company adopted FIN 47 during 2005 and the adoption of this interpretation did not have a material impact on the Company.
In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160, Noncontrolling Interests in Consolidated Financial Statements (“FAS 160”). FAS 160 requires that ownership interests in subsidiaries held by parties other than the parent are clearly identified. In addition, it requires that the amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the income statement. FAS 160 is effective for the Company beginning with its quarter ending March 31, 2009. The Company is currently assessing the potential impacts, if any, on its consolidated financial statements.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities — including an amendment of FASB Statement No. 115 (“SFAS No. 123-R”159”), which. SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value, with unrealized gains and losses related to these financial instruments reported in earnings at each subsequent reporting date. This Statement is a revisioneffective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. The Company is in the process of evaluating the impact of SFAS No. 123, “Accounting for Stock-Based Compensation.”159 on its financial statements.
In September 2006, the FASB issued SFAS No. 123-R supersedes Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and amends 157, Fair Value Measurements (“SFAS No. 95, “Statement of Cash Flows.”157”). SFAS No. 123-R requires the157 provides guidance for using fair value of all share-based payments to employeesmeasure assets and liabilities. This statement clarifies the principle that fair value should be based on the assumptions that market participants would use when pricing the asset or liability. SFAS No. 157 establishes a
F-13
fair value hierarchy, giving the highest priority to quoted prices in active markets and the lowest priority to unobservable data. SFAS No. 157 applies whenever other standards require assets or liabilities to be measured at fair value. This statement is effective in fiscal years beginning after November 15, 2007. The Company believes that the adoption of this standard on January 1, 2008 will not have a material effect on our consolidated financial statements.
In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109 (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements and prescribes a recognition threshold and measurement attribute for the consolidatedfinancial statement recognition and measurement of operations. a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on description, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 became effective for the Company on January 1, 2007.
Operating Segment
The Company early adoptedhas one reportable operating segment; it owns, operates, develops, and manages storage facilities.
SFAS No. 123-RConcentration of Credit Risk
The storage facilities are located in 2004major metropolitan and included $2.2 millionrural areas and $2.5 millionhave numerous tenants per facility. No single tenant represents 1% or more of compensation expense relating to outstanding deferred shares, restricted sharesthe Company’s revenues. The facilities in Florida, California, Texas and optionsIllinois provided total revenues of approximately 19%, 15%, 8% and 7%, respectively, for the year ended December 31, 2007. The facilities in its 2005Florida, California, Illinois and 2004 statementNew Jersey provided total revenues of operations, respectively.
3. STORAGE FACILITIES
The following summarizes the real estate assets of the Company as of:
December 31, | December 31, | |||||||
Description | 2005 | 2004 | ||||||
(Dollars in thousands) | ||||||||
Land | $ | 301,188 | $ | 136,168 | ||||
Buildings and improvements | 958,759 | 635,718 | ||||||
Equipment | 125,456 | 79,742 | ||||||
Construction in progress | 1,383 | — | ||||||
Total | 1,386,786 | 851,628 | ||||||
Less accumulated depreciation | (140,491 | ) | (122,473 | ) | ||||
Storage facilities — net | $ | 1,246,295 | $ | 729,155 | ||||
|
| December 31, |
| December 31, |
| ||
|
| 2007 |
| 2006 |
| ||
|
| (in thousands) |
| ||||
Land |
| $ | 393,715 |
| $ | 370,196 |
|
Buildings and improvements |
| 1,324,168 |
| 1,226,690 |
| ||
Equipment |
| 193,031 |
| 173,496 |
| ||
Construction in progress |
| 5,482 |
| 1,482 |
| ||
Total |
| 1,916,396 |
| 1,771,864 |
| ||
Less accumulated depreciation |
| (269,278 | ) | (205,049 | ) | ||
Storage facilities — net |
| $ | 1,647,118 |
| $ | 1,566,815 |
|
The carrying value of storage facilities has increased from December 31, 2004,2006 to December 31, 2007, primarily as a result of the net acquisition17 acquisitions in 2007. These acquisitions have been allocated to the various asset classes and intangibles disclosed in Note 4 based upon preliminary data and are expected to be finalized during the first half of 138 self storage facilities in 2005.2008 once the Company completes its analysis of tangible and intangible values.
F-14
The Company completed the following acquisitions, dispositions and consolidations duringfor the yearyears ended December 31, 2005:
F-15
|
|
|
| Total Number of |
| Purchase / Sale Price (in |
| |
Facility/Portfolio |
| Transaction Date |
| Facilities |
| thousands) |
| |
|
|
|
|
|
|
|
| |
2007 Acquisitions |
|
|
|
|
|
|
| |
Sanford Portfolio |
| January 2007 |
| 1 |
| $ | 6,300 |
|
Grand Central Portfolio |
| January 2007 |
| 2 |
| 13,200 |
| |
Rising Tide Portfolio |
| September 2007 |
| 14 |
| 121,000 |
| |
|
|
|
| 17 |
| $ | 140,500 |
|
|
|
|
|
|
|
|
| |
2007 Dispositions |
|
|
|
|
|
|
| |
South Carolina Assets |
| May 2007 |
| 3 |
| $ | 12,750 |
|
Arizona Assets |
| December 2007 |
| 2 |
| 6,440 |
| |
|
|
|
| 5 |
| $ | 19,190 |
|
|
|
|
|
|
|
|
| |
2006 Acquisitions |
|
|
|
|
|
|
| |
Nashville, TN Portfolio |
| January 2006 |
| 2 |
| $ | 13,100 |
|
Dallas, TX Portfolio |
| January 2006 |
| 2 |
| 11,500 |
| |
U-Stor Self Storage Portfolio |
| February 2006 |
| 3 |
| 10,800 |
| |
Sure Save Portfolio |
| February 2006 |
| 24 |
| 164,500 |
| |
Texas Storage Portfolio |
| March 2006 |
| 4 |
| 22,500 |
| |
Nickey Portfolio |
| April 2006 |
| 4 |
| 13,600 |
| |
SecurCare Portfolio |
| May 2006 |
| 4 |
| 35,700 |
| |
Texas Storage Portfolio |
| June 2006 |
| 1 |
| 6,500 |
| |
Jernigan Portfolio |
| July 2006 |
| 9 |
| 45,300 |
| |
U-Stor Self Storage Portfolio |
| August 2006 |
| 1 |
| 3,500 |
| |
Bailes Portfolio |
| August 2006 |
| 3 |
| 15,600 |
| |
In & Out Self Storage Portfolio |
| August 2006 |
| 1 |
| 7,600 |
| |
Texas Storage Portfolio |
| September 2006 |
| 2 |
| 12,200 |
| |
|
|
|
| 60 |
| $ | 362,400 |
|
F-16
F-17
|
| 2007 |
| 2006 |
|
Balance - Beginning of year |
| 399 |
| 339 |
|
Facilities acquired |
| 17 |
| 60 |
|
Facilities consolidated |
| (2 | ) | — |
|
Facilities sold |
| (5 | ) | — |
|
Balance - End of year |
| 409 |
| 399 |
|
4. INTANGIBLE ASSETS
In conjunction with the Company’s 2007 acquisitions, the Company has allocated a portion of the purchase price to finite-lived intangible assets related to the value of in-place leases, valued at approximately $6.8 million. The Company recognized approximately $2.2 million of amortization expense during 2007. The amortization period of these assets is 12 months and 2005:
2005 | 2004 | |||||||
Balance — Beginning of year | 201 | 155 | ||||||
Facilities acquired | 146 | 46 | ||||||
Facilities consolidated(1) | (4 | ) | — | |||||
Facilities sold | (4 | ) | — | |||||
Balance — End of Year | 339 | 201 | ||||||
F-18
F-15
5. REVOLVING CREDIT FACILITY AND UNSECURED TERM LOAN
On September 14, 2007, the Company and its Operating Partnership entered into a secured term loan agreement that allows for term loans in the aggregate principal amount of up to $50 million. Each term loan matures on November 20, 2009, subject to extension in the unused portionsole discretion of the lenders. Each term loan bears interest at either an alternative base rate or a Eurodollar rate, at our option, in each case plus an applicable margin at terms identical to the unsecured revolving credit facility, which feefacility. As of December 31, 2007, there was 0.3%one term loan outstanding for $47.4 million. The outstanding term loan is secured by a pledge by our Operating Partnership of all equity interests in YSI RT LLC, the wholly-owned subsidiary of the Operating Partnership that acquired eight self-storage facilities in September 2007, that had a net book value of approximately $62.1 million at December 31, 2005. 2007. At December 31, 2007, the outstanding term loan had an interest rate of 6.18%.
The November 2006 credit facility is secured by certaineffectively replaced the former $250 million unsecured revolving credit facility that was established in February 2006 and a $50 million term loan that was entered into and terminated during November 2006. The former credit facility had a balance of $240.5 million and was scheduled to terminate in February 2009 prior to being replaced.
The February 2006 unsecured revolving credit facility replaced the Company’s self-storage facilities and requires that the Company maintain a minimum “borrowing base” of properties. Asexisting $150.0 million facility, which had no outstanding balance as of December 31, 2005 and December 31, 2004, the Company’s credit facility was collateralized by certain of its self-storage facilities with net book values of approximately $333.7 million and $242.0 million, respectively. This facility was replaced by a new unsecured revolving credit facilityscheduled to terminate in February 2006 (see Note 18).
F-19
F-16
6. MORTGAGE LOANS AND NOTES PAYABLE
F-20
|
|
|
|
|
| Effective Interest |
|
|
| ||||
|
| Carrying Value as of: |
| Rate on |
|
|
| ||||||
|
| December 31, |
| December 31, |
| December 31, |
| Maturity |
| ||||
Mortgage Loan |
| 2007 |
| 2006 |
| 2007 |
| Date |
| ||||
|
| (in thousands ) |
|
|
|
|
| ||||||
YSI XXIII |
| $ | — |
| $ | 1,322 |
| 5.00 | % | Jul-07 |
| ||
YSI XVI |
| — |
| 14,261 |
| 6.49 | % | Nov-07 |
| ||||
YSI XXII |
| — |
| 993 |
| 5.00 | % | Nov-07 |
| ||||
YSI XXIX |
| — |
| 4,374 |
| 5.00 | % | Jan-08 |
| ||||
YSI XXI |
| — |
| 1,217 |
| 5.00 | % | Apr-08 |
| ||||
Acq IV |
| 2,359 |
| 2,425 |
| 7.71 | % | Dec-08 |
| ||||
Acq VI |
| 1,746 |
| 1,787 |
| 8.43 | % | Aug-09 |
| ||||
YSI III |
| 86,712 |
| 88,332 |
| 5.09 | % | Nov-09 |
| ||||
YSI I |
| 86,770 |
| 88,362 |
| 5.19 | % | May-10 |
| ||||
YSI IV |
| 6,227 |
| 6,299 |
| 5.25 | % | Jul-10 |
| ||||
YSI XXV |
| 8,201 |
| 8,304 |
| 5.00 | % | Oct-10 |
| ||||
YSI XXVI |
| 9,956 |
| 10,176 |
| 5.00 | % | Oct-10 |
| ||||
Promissory Notes |
| 92 |
| 132 |
| 5.97 | % | Nov-10 |
| ||||
YSI II |
| 86,843 |
| 88,400 |
| 5.33 | % | Jan-11 |
| ||||
YSI XII |
| 1,599 |
| 1,634 |
| 5.97 | % | Sep-11 |
| ||||
YSI XIII |
| 1,374 |
| 1,404 |
| 5.97 | % | Sep-11 |
| ||||
YSI VI |
| 79,645 |
| 80,000 |
| 5.13 | % | Aug-12 |
| ||||
YASKY |
| 80,000 |
| 80,000 |
| 4.96 | % | Sep-12 |
| ||||
USIFB |
| 4,651 |
| — |
| 7.10 | % | Oct-12 |
| ||||
YSI XIV |
| 1,909 |
| 1,952 |
| 5.97 | % | Jan-13 |
| ||||
YSI VII |
| 3,280 |
| 3,334 |
| 6.50 | % | Jun-13 |
| ||||
YSI VIII |
| 1,874 |
| 1,905 |
| 6.50 | % | Jun-13 |
| ||||
YSI IX |
| 2,062 |
| 2,096 |
| 6.50 | % | Jun-13 |
| ||||
YSI XVII |
| 4,477 |
| 4,583 |
| 6.32 | % | Jul-13 |
| ||||
YSI XXVII |
| 547 |
| 561 |
| 5.59 | % | Nov-13 |
| ||||
YSI XXX |
| 8,024 |
| 8,233 |
| 5.59 | % | Nov-13 |
| ||||
YSI XI |
| 2,605 |
| 2,660 |
| 5.87 | % | Dec-13 |
| ||||
YSI V |
| 3,440 |
| 3,513 |
| 5.25 | % | Jan-14 |
| ||||
YSI XXVIII |
| 1,676 |
| 1,712 |
| 5.59 | % | Feb-14 |
| ||||
YSI X |
| 4,303 |
| 4,367 |
| 5.87 | % | Jan-15 |
| ||||
YSI XV |
| 1,999 |
| 2,035 |
| 6.41 | % | Jan-15 |
| ||||
YSI XX |
| 67,545 |
| 71,050 |
| 5.97 | % | Nov-15 |
| ||||
Unamortized premiums |
| 1,141 |
| 1,507 |
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Total mortgage loans and notes payable |
| $ | 561,057 |
| $ | 588,930 |
|
|
|
|
| ||
December 31, | December 31, | |||||||
2005 | 2004 | |||||||
(Dollars in thousands) | ||||||||
8.16% loans due November 2006 | $ | 65,090 | $ | 66,217 | ||||
7.13% loans due December 2006 | 39,132 | 39,878 | ||||||
5.085% loans due November 2009 | 89,870 | 90,000 | ||||||
5.19% loans due May 2010 | 89,872 | 90,000 | ||||||
5.325% loans due January 2011 | 89,875 | 90,000 | ||||||
5.13% loans due August 2012 | 80,000 | — | ||||||
4.96% loans due September 2012 | 80,000 | — | ||||||
5.97% loans due November 2015 | 72,352 | — | ||||||
Other fixed rate mortgage loans payable with maturity dates ranging from 2007 through 2014 at stated interest rates ranging from 6.02% to 8.96% and effective interest rates ranging from 5.00% to 5.97%, reflecting 17 mortgage loans at December 31, 2005 and two mortgage loans at December 31, 2004 | 59,588 | 4,401 | ||||||
Other notes | 162 | — | ||||||
665,941 | 380,496 | |||||||
Fair market value adjustment on loans and notes, net | 3,341 | — | ||||||
Total | $ | 669,282 | $ | 380,496 | ||||
As of December 31, 2005,2007 and December 31, 2004,2006, the Company’s mortgage loans payable were collateralized by certain of its self-storage facilities with net book values of approximately $910$725 million and $487$795 million, respectively.
F-17
The following table presented below represents the future principal payment requirements on the outstanding mortgage loans and notes payable at December 31, 2005:
Year | Amount | |||
(Dollars in thousands) | ||||
2006 | $ | 111,449 | ||
2007 | 12,704 | |||
2008 | 16,563 | |||
2009 | 93,877 | |||
2010 | 111,906 | |||
2011 and thereafter | 319,442 | |||
$ | 665,941 | |||
2008 |
| $ | 11,541 |
|
2009 |
| 94,425 |
| |
2010 |
| 112,497 |
| |
2011 |
| 88,180 |
| |
2012 |
| 162,347 |
| |
2013 and thereafter |
| 90,926 |
| |
Total mortgage payments |
| 559,916 |
| |
Plus: Unamortized debt premiums |
| 1,141 |
| |
Total mortgage indebtedness |
| $ | 561,057 |
|
7. MINORITY INTERESTS
Operating partnership minority interests relate to the interests in the operating partnership that are not owned by the Company, which, at December 31, 20052007, 2006 and December 31, 2004,2005, amounted to approximately 8%8.1%, 8.3% and 3%8.4%, respectively.
Number of limited | |||
partnership units | |||
As of December 31, 2006 | 5,198,855 | ||
Units issued | — | ||
Units redeemed, May 2007 | (15,000 | ) | |
Units redeemed, June 2007 | (60,000 | ) | |
Units redeemed, August 2007 | (43,927 | ) | |
As of December 31, 2007 | 5,079,928 |
In conjunction with the formation of the Company, certain former owners contributed propertiesfacilities to the operating partnership and received units in the operating partnership concurrently with the closing of the IPO.
F-21
In conjunction with the National Self Storage acquisition, National Self Storage received 3,674,497 operating partnership units. As provided in the partnership agreement of the operating partnership, these units are redeemable by the unitholders for cash or, at the Company’s option, common shares, beginning one year after the date of issuance (i.e., beginning ineffective July 2006), on aone-for-one basis. The National Self Storage acquisition purchase agreement beginning in July 2006 also included a provision which granted the
F-18
sellers a special redemption right permitting the sellers, under certain circumstances, beginning one year after issuance of the units, to redeem a portion of their units by requiring the Company to purchase, and simultaneously transfer to them, real estate properties to be identified by them at a price equal to the fair value of units redeemed (the “Special Redemption Right”).
The units issued to National Self Storage were considered conditionally redeemable because they were redeemable at the option of the holder with no specified or determinable redemption date. The units had no preference to the Company’s other outstanding operating partnership units. Under the provisions of the Emerging Issues Task Force (“EITF”)Classification and Measurement of Redeemable Securities,D-98R (“EITF D-98R”), the Company classified these units as a separate minority interest line item (“Conditionally Redeemable Operating Partnership Units”) and elected the accretion method under EITF D-98R to record increases or decreases in the redemption value of such units (as of September 30, 2005) as an adjustment to retained earnings over the period from the date of issuance to the earliest redemption date. On October 25, 2005, the sellers in the National Self Storage transaction agreed to terminate the Special Redemption Right, effective as of July 15, 2005 (the first date on which National Self Storage facilities were acquired by the operating partnership under the purchase agreement). Upon termination of the Special Redemption Right, the Company classified these units in minority interest. The amount of accretion recorded through October 25, 2005 was approximately $3.0 million.
8. RELATED PARTY TRANSACTIONS
Robert J. Amsdell, former Chief Executive Officer and Chairman of the IPO,Board of Trustees, retired from the Board effective as of February 13, 2007. Barry L. Amsdell submitted his letter of resignation from the Board on February 20, 2007. Effective as of February 19, 2007, Todd C. Amsdell, President of U-Store-It Development LLC, a subsidiary of the Company, entered into option agreements withresigned.
Amsdell Settlement/Rising Tide Acquisition
On September 14, 2007, the Company settled all pending state and federal court litigation involving the Company and the interests of Robert J. Amsdell, Barry L. Amsdell, Todd C. Amsdell and Kyle Amsdell, son of Robert and brother of Todd Amsdell (collectively, the “Amsdells”), and Rising Tide Development LLC, a company owned and controlled by Robert J. Amsdell the Company’s Chairman and Chief Executive Officer, and Barry L. Amsdell one(“Rising Tide”). The Board of its trustees, to acquire 18Trustees of the Company, along with the Corporate Governance and Nominating Committee, approved the terms of the settlement.
In addition, on September 14, 2007, the Operating Partnership purchased 14 self-storage facilities consisting, as of December 31, 2005, of 13 facilities owned byfrom Rising Tide Development, two facilities which Rising(the “Rising Tide Development has the right to acquire from unaffiliated third parties and three facilities which have since been acquired by the Company pursuant to the exercise of its options. The options become exercisable with respect to each particular self-storage facility if and when that facility achieves a month-end occupancy level of 85% for three consecutive months. None of the remaining self-storage facilities that we have the option to purchase met the occupancy requirement as of December 31, 2005. The purchase price will be equal to the lower of (i) a price determined by multiplying in-place net operating income at the time of purchase by 12.5 and (ii) the fair market value of the option facility as determined by an appraisal process involving third party appraisers. The
F-22
Pursuant to a Settlement Agreement and Mutual Release, dated August 6, 2007, (the “Settlement Agreement”) which was conditioned upon the acquisition of the 14 self-storage facilities from Rising Tide for $121 million, each of the parties to the agreement executed various agreements. A summary of the various agreements follows:
·Standstill Agreement. Robert J. Amsdell, Barry L. Amsdell and Todd C. Amsdell agreed that through June 30, 2008, they would not madecommence or participate in accordanceany proxy solicitation or initiate any shareholder proposal; take any action to convene a meeting of shareholders; or take any actions, including making any public or private proposal or announcement, that could result in an extraordinary corporate transaction relating to the Company.
·First Amendment to Lease. The Operating Partnership and Amsdell and Amsdell, an entity owned by Robert and Barry Amsdell, entered into a First Amendment to Lease which modified certain terms of all of the lease agreements the Operating Partnership has with Amsdell and Amsdell for office space in Cleveland, Ohio. The First Amendment provided the terms specified inOperating Partnership the option agreement, which resulted inability to assign or sublease the overpayment. On May 14, 2005,office space previously used for its corporate office and certain operations. Separately, Amsdell and Amsdell consented to the CompanyOperating Partnership’s proposed sublease to an unrelated party of approximately 22,000 square feet of office space covered by the aforementioned leases.
·Termination of Option Agreement. The Operating Partnership and Rising Tide entered into an agreement with Rising Tide Development pursuant to which 100,202 units in the operating partnership previously issued to Rising Tide Development were cancelled and $28,057 in cash (representing the distribution paid with respect to such units in April 2005) was returned to the Company.
F-19
Rising Tide’s right, title and interest to 18 properties, including: the 14 Rising Tide Properties discussed above; three properties that the Operating Partnership acquired in 2005 pursuant to exercise of its option; and one undeveloped property that Rising Tide has the option to acquire and that was not acquired as a part of the purchase and sale agreement.
·Termination of Property Manager, the management contract with U-Store-It Mini Warehouse Co. was terminatedManagement Agreement, and a new management agreement was entered into with YSI Management, LLC. Beginning October 27, 2004 management fees relating to our wholly-owned subsidiaries are eliminated in consolidation.
·Amendment of Employment and Non-Compete Agreements. As part of the Settlement Agreement, the Company entered into a Modification of Noncompetition Agreement and Termination of Employment Agreement (each a “Modification of Noncompetition Agreement and Termination of Employment Agreement”) with each of Robert J. Amsdell and Todd C. Amsdell, and a Modification of Noncompetition Agreement (“Modification of Noncompetition Agreement”) with Barry L. Amsdell, which terminates and modifies specific provisions of the noncompetition agreement the Company has with each of them, dated October 27, 2004 (the “Original Noncompetition Agreements”). The Original Noncompetition Agreements restrict the Predecessorability of Robert J., Barry L. and Todd C. Amsdell to compete with the Company for one year and their ability to solicit employees of the Company for two years from the date of their termination of employment or resignation from service as a Trustee. Pursuant to these modification agreements, Todd C. Amsdell will be able to compete with the Company, and Robert J. and Barry L. Amsdell will be able to (a) develop the one Rising Tide property that the Company did not acquire under the purchase and sale agreement and (b) compete with respect to any property identified as part of a Section 1031 “like-kind exchange” referenced in the purchase and sale agreement. Further, each Original Noncompetition Agreement was modified to allow each of them to hire, for any purpose, any employee or independent contractor who was terminated, has resigned or otherwise left the employment or other service of the Company or any of its affiliates on or prior to June 1, 2007.
The Modification and Noncompetition Agreement and Termination of Employment Agreement with each of Robert J. Amsdell and Todd C. Amsdell also terminates the employment agreements the Company had with each of them, effective as of February 13, 2007 with respect to Robert J. Amsdell and February 19, 2007 with respect to Todd C. Amsdell.
Additional Acquisitions of Facilities
The Company, in accordance with a contract signed on April 3, 2006, acquired nine self-storage facilities from Jernigan Property Group on July 27, 2006 for consideration of approximately $45.3 million. Our President and Chief Executive Officer, Dean Jernigan, served as President of Jernigan Property Group. Mr. Jernigan has agreed that he will not expand his interest, ownership or activity in the self-storage business. Given Mr. Jernigan’s appointment as a Trustee and the President and Chief Executive Officer of the Company on April 24, 2006, this transaction was subject to review and final approval by a majority of the independent members of the Company’s Board of Trustees.
Construction Services
Historically, the Company engaged Amsdell Construction, a company owned by Robert J. Amsdell the Company’s Chief Executive Officer, and Barry L. Amsdell, a trustee of the Company, to maintain and improve its self-storage facilities. The total payments incurred by the Company to Amsdell Construction for the yearyears ended December 31, 2006 and 2005 waswere approximately $0.3 million$42,000 and related to the rebuilding of a South Carolina facility destroyed by fire in 2004.$304,000, respectively. The total payments incurred by the Company todid not engage Amsdell Construction forduring 2007.
F-20
Corporate Office Leases
Pursuant to lease agreements that the period from October 21, 2004 through December 31, 2004 was approximately $0.5 million. The total amount of payments incurred by the predecessor to Amsdell Construction for the period from January 1, 2004 through October 20, 2004 and the year ended 2003 were $2.2 million $2.6 million, respectively.
F-23
Office Space |
| Approximate |
| Term |
| Period of |
| Fixed Minimum |
| Fixed |
| ||
The Parkview Building — 6745 |
| 21,900 |
| 12/31/2014 |
| Five-year |
| $ | 25,673 |
| $ | 31,205 |
|
6745 Engle Road — Suite 100 |
| 2,212 |
| 12/31/2014 |
| Five-year |
| $ | 3,051 |
| $ | 3,709 |
|
6745 Engle Road — Suite 110 |
| 1,731 |
| 12/31/2014 |
| Five-year |
| $ | 2,387 |
| $ | 2,901 |
|
6751 Engle Road — Suites C and D |
| 3,000 |
| 12/31/2014 |
| Five-year |
| $ | 3,137 |
| $ | 3,771 |
|
6779 Engle Road — Suites G and H |
| 3,500 |
| 12/31/2008 |
| Five-year |
| $ | 3,079 |
| $ | 3,347 |
|
6745 Engle Road — Suite 120 |
| 1,600 |
| 4/30/2007 |
| Three-year |
| $ | 1,800 |
| $ | 1,900 |
|
6779 Engle Road — Suites I and J |
| 3,500 |
| (2) |
| N/A |
| $ | 3,700 |
| N/A |
|
(1)Our operating partnership entered into another officemay extend the lease agreement with Amsdell and Amsdell for additional office space of approximately 1,588 square feet of rentable spacebeyond the termination date by the period set forth in The Parkview Building. This office lease was effective as of May 7, 2005 and has an approximately two-year term expiring on April 30, 2007. The operating partnership has the option to extend this office lease for an additional three-year periodcolumn at the then prevailing market raterates upon the same terms and conditions contained in each of the lease agreements.
(2)In June 2007, the Operating Partnership terminated this office lease. The fixed minimumlease agreement which had a month-to-month term.
In addition to monthly rent, under the terms of this office lease is $1,800 per month from June 1, 2005 to April 30, 2006, and $1,900 per month from May 1, 2006 to April 30, 2007. The Company’s disinterested trustees approved the terms of, and the entry into, the office lease by the operating partnership.
F-24
Related Party | ||||
Amount | ||||
(Dollars in thousands) | ||||
2006 | $ | 473 | ||
2007 | 446 | |||
2008 | 438 | |||
2009 | 454 | |||
2010 | 454 | |||
2011 and Thereafter | 1,923 | |||
Total | $ | 4,188 | ||
|
| Related Party |
| |
|
| Amount |
| |
|
| (in thousands) |
| |
|
|
|
| |
2008 |
| $ | 468 |
|
2009 |
| 453 |
| |
2010 |
| 453 |
| |
2011 |
| 475 |
| |
2012 |
| 475 |
| |
2013 and thereafter |
| 998 |
| |
|
| $ | 3,322 |
|
Aircraft Lease
The Company chartered an aircraft from Aqua Sun Investments, L.L.C. (“Aqua Sun”), a company owned by Robert J. Amsdell and Barry L. Amsdell. The Company was under contract pursuant to a timesharing agreement to reimburse Aqua Sun at the rate of $1,250 for each hour of use of the aircraft and the payment of certain expenses associated with the use of the aircraft. As described in the paragraph below, effective June 30, 2005 the timesharing agreement was terminated by
F-21
mutual agreement of the parties thereto and was replaced on July 1, 2005 with a non-exclusive aircraft lease agreement with Aqua Sun (the “Aircraft Lease”). The Company’s disinterested trusteesTrustees approved the terms of, and the entry into, the non-exclusive aircraft lease agreement by the operating partnership.
The Operating Partnership was able to lease for corporate use from time to time an airplane owned by Aqua Sun. Under the terms of the Aircraft Lease, the operating partnership may lease use of the airplane owned by Aqua Sun at an hourly rate of $1,450 per flight hour. Aqua Sun iswas responsible for various costs associated with operation of the airplane, including insurance, storage and maintenance and repair, but the operating partnership isOperating Partnership was responsible for fuel costs and the costs of pilots and other cabin personnel required for its use of the airplane. The Aircraft Lease, which was effective as of July 1, 2005, hashad a one-year term and is automatically renewed for additional one-year periods unlesswas terminated by either party. Either party may terminate the agreement with or without cause upon 60 days’ prior notice to the other party.on June 30, 2006. The total amountamounts incurred for such aircraft charters described above by the Company for the year ended December 31,2006 and 2005 was approximately $0.1 million and $0.4 million. The total amountmillion, respectively. No amounts were incurred for aircraft charters byafter June 30, 2006 when the lease was terminated.
Other
During 2006 and 2007, the Company engaged a consultant to assist us in establishing certain development protocols and processes. In connection with that assignment, our outside consultant utilized the services of Dean Jernigan’s son-in-law. Our payments for the period from October 21, 2004 through December 31, 2004 washis son-in-law’s services totaled approximately $0.1 million.
The Company engagesengaged Dunlevy Building Systems Inc., a company owned by John Dunlevy, abrother-in-law of Robert J. Amsdell and Barry L. Amsdell, for construction, zoning consultant and general contractor services at certain of its self-storage facilities. The total payments incurred by the Company to Dunlevy Building Systems Inc. for the yearyears ended December 31, 2006 and 2005 waswere approximately $40,000.
The Company engagesengaged Deborah Dunlevy Designs, a company owned by Deborah Dunlevy, a sister of Robert J. Amsdell and Barry L. Amsdell, for interior design services at certain of its self-storage facilities and offices. The totalTotal payments incurred by the Company to Deborah Dunlevy Designs for the year ended December 31, 2005 was approximately $56,000.
Registration Rights
Robert J. Amsdell, Barry L. Amsdell, Todd C. Amsdell and the “Amsdell Entities” that acquired common shares or operating partnershipOperating Partnership units in the formation transactions which took place at the time of the IPO
F-25
In addition, Rising Tide Development received registration rights with respect to the operating partnershipOperating Partnership units it received in connection with the Company’s acquisition of three option facilities. An aggregate of approximately 0.4 million common shares (which shares are issuable upon redemption of approximately 0.4 million operating partnershipOperating Partnership units issued in connection with the Company’s option exercises) arewere subject to a registration rights agreement. Beginning as early as January 2006, Rising Tide Development will be entitled to require
In March 2007, the Company filed a Registration Statement on Form S-3 to register approximately 0.2 millionsatisfy all of such common shares for public sale subject to certain exceptions, limitations and conditions precedent. Rising Tide Development will be entitled to require the Company to register the remaining approximately 0.2 million common shares for public sale, subject to certain exceptions, limitations and conditions precedent, beginning as early as March 2006.
9. FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair value of financial instruments, including cash and cash equivalents, marketable securities, accounts receivable and accounts payable approximates their respective book values at December 31, 20052007 and 2004.2006. The Company has fixed interest rate loans with a carrying value of $669.3$556.4 million and $588.9 million at December 31, 20052007 and 2006, respectively. The estimated fair values of these fixed rate loans were $533.2 and $569.6 million at December 31, 2007 and 2006, respectively. The Company has variable interest rate loans with a carrying value of $380.5$471.1 million and $290.5 million at December 31, 2004.2007 and 2006, respectively. The estimated fair valuevalues of these fixed andthe variable rate loans were $649.3$452.7 million and $378.6$290.5 million at December 31, 20052007 and 2004,2006, respectively. This estimate isThese estimates are based on discounted cash flow analyses assuming market interest rates for comparable obligations at December 31, 20052007 and 2004.2006.
F-22
10. DISCONTINUED OPERATIONS
During 2005, the Company sold four of its storage facilities located in Ohio that were acquired as part of the Liberty Self-Stor Portfolio (See Note 3) acquisition for net proceeds of $6.2 million. DuringNo facilities were sold in 2006. In 2007 the year ended December 31, 2003, the PredecessorCompany sold five storage facilitiesthree properties in South Carolina for net proceeds of $8.1$12.8 million and two properties in Arizona for $6.4 million. In accordance with the terms of the 2003 Defeasance Agreements, approximately $1.4 million of the net proceeds related to the sale of the Indio Property storage facility was placed in a restricted cash account.
F-26
The results of operations of the fournine storage facilities sold induring 2005 and the five storage facilities sold in 20032007 were as follows:
Year Ended December 31, | ||||||||||||
Description | 2005 | 2004 | 2003 | |||||||||
(Dollars in thousands) | ||||||||||||
Revenues | $ | 546 | $ | — | $ | 1,015 | ||||||
Property operating expenses | (246 | ) | — | (399 | ) | |||||||
Depreciation | (168 | ) | — | (207 | ) | |||||||
Management fees to related party | (28 | ) | — | (52 | ) | |||||||
Interest expense | (72 | ) | — | (186 | ) | |||||||
Income from operations | 32 | — | 171 | |||||||||
Gain on sale of storage facilities | 179 | — | 3,329 | |||||||||
Income from discontinued operations | $ | 211 | $ | — | $ | 3,500 | ||||||
|
| For the year ended December 31, |
| |||||||
|
| 2007 |
| 2006 |
| 2005 |
| |||
REVENUES |
|
|
|
|
|
|
| |||
Rental income |
| $ | 1,507 |
| $ | 2,425 |
| $ | 2,579 |
|
Other property related income |
| 58 |
| 86 |
| — |
| |||
Total revenues |
| 1,565 |
| 2,511 |
| 2,579 |
| |||
OPERATING EXPENSES |
|
|
|
|
|
|
| |||
Property operating expenses |
| 835 |
| 1,132 |
| 943 |
| |||
Depreciation |
| 441 |
| 650 |
| 638 |
| |||
Total operating expenses |
| 1,276 |
| 1,782 |
| 1,581 |
| |||
OPERATING INCOME |
| 289 |
| 729 |
| 998 |
| |||
OTHER INCOME (EXPENSE) |
|
|
|
|
|
|
| |||
Interest: |
|
|
|
|
|
|
| |||
Interest expense on loans |
| (189 | ) | (497 | ) | (535 | ) | |||
Loan procurement amortization expense |
| (3 | ) | (26 | ) | (12 | ) | |||
Interest income |
| 5 |
| 5 |
| 1 |
| |||
Other |
| — |
| (3 | ) | — |
| |||
Total other expense |
| (187 | ) | (521 | ) | (546 | ) | |||
Income from discontinued operations |
| 102 |
| 208 |
| 452 |
| |||
Net gain on disposition of discontinued operations |
| 2,517 |
| — |
| 179 |
| |||
Minority interest attributable to discontinued |
|
|
|
|
|
|
| |||
operations |
| (215 | ) | (17 | ) | (42 | ) | |||
Income from discontinued operations |
| $ | 2,404 |
| $ | 191 |
| $ | 589 |
|
11. COMMITMENTS AND CONTINGENCIES
The Company has capital lease obligations for security camera systems with a cost of $2.6 million. These systems are included in equipment in the accompanying balance sheet and are being depreciated over five years.
Amount | ||||
(Dollars in thousands) | ||||
2006 | $ | 49 | ||
2007 | 22 | |||
Total future minimum lease payments | 71 | |||
Less — imputed interest at 8% | 15 | |||
Present value of lease payments | $ | 56 | ||
The Company currently owns one self-storage facility subject to a ground lease and five self storageself-storage facilities having small parcels of land that are subject to ground leases. The Company recorded rent expense of approximately $0.2 million for each of the year ended 2005 and approximately $24,000 for the period from October 21, 2004 through December 31, 2004. The Predecessor recorded rent expense of approximately $76,000 for the period from January 1, 2004 through October 20, 2004. The Predecessor also recorded rent expense of approximately $46,000 related to these leases in the yearyears ended December 31, 2003, all of which related to minimum lease payments.
F-27
F-23
Third Party | Related Party | |||||||
Amount | Amount | |||||||
(Dollars in thousands) | ||||||||
2006 | $ | 152 | $ | 473 | ||||
2007 | 148 | 446 | ||||||
2008 | 76 | 438 | ||||||
2009 | 50 | 454 | ||||||
2010 | 44 | 454 | ||||||
2011 and Thereafter | 200 | 1,923 | ||||||
Total | $ | 670 | $ | 4,188 | ||||
|
| Third Party |
| Related Party |
| ||||
|
| (Dollars in thousands) |
| ||||||
|
|
|
|
|
| ||||
2008 |
| $ | 76 |
| $ | 468 |
| ||
2009 |
| 50 |
| 453 |
| ||||
2010 |
| 44 |
| 453 |
| ||||
2011 |
| 44 |
| 475 |
| ||||
2012 and thereafter |
| 155 |
| 1,473 |
| ||||
|
| $ | 369 |
| $ | 3,322 |
| ||
The Company and the Predecessor has been named as a defendant in a number of lawsuits in the ordinary course of business. In most instances, these claims are covered by the Company’s liability insurance coverage. Management believes that the ultimate settlement of the suits will not have a material adverse effect on the Company’s financial statements.
12. RISK MANAGEMENT AND USE OF FINANCIAL INSTRUMENTS
The Company’s use of derivative instruments is limited to the normal courseutilization of its business, the Company encounters economic risks. There are three main components of economic risk:interest rate agreements or other instruments to manage interest rate risk credit riskexposures and market risk.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 subjectpotentially 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 has entered into interest rate riskswap agreements that qualify and are designated as cash flow hedges designed to reduce the impact of interest rate changes on its interest-bearing liabilities. Credit risk isvariable rate debt. Therefore, the risk of inability or unwillingness of tenants to make required rent and other payments. Market risk is the risk of declines in the value of properties due to changes in rental rates, occupancy, interest rates or other market factors affecting the valuation of properties held by the Company.
The Company formally assesses, both at inception of the 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 a derivative is highly-effective as a hedge, it 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 a derivative is not highly-effective as a hedge or if a derivative ceases to be a highly-effective hedge, the Company will discontinue hedge accounting prospectively and will reflect in its statement of operations. The amount recognized as a reduction to interest expense due to changesoperations realized and unrealized gains and losses in fair value was approximately $0.1 million and $0.2 million duringrespect of the years endedderivative.
At December 31, 2004 and 2003, respectively.2007, the Company had interest rate swap agreements for notional principal amounts aggregating $75 million. The swap maturedagreements effectively fix the 30-day LIBOR interest rate on August 16, 2004.$50 million of credit facility borrowings at 4.7725% per annum and on $25 million of credit facility borrowings at 4.716% per annum, in each case until November 2009. The interest rate cap agreement effectively limits the interest rate on $40 million of credit facility borrowings at 5.50% per annum until June 2008.
The following table summarizes the terms and fair values of the Company’s derivative financial instruments at December 31, 2007 (in thousands):
F-24
|
|
|
| Notional |
|
|
|
|
| Fair |
| ||
Hedge Product |
| Hedge Type |
| Amount |
| Strike |
| Maturity |
| Value |
| ||
|
|
|
|
|
|
|
|
|
|
|
| ||
Cap |
| Cash flow |
| $ | 40,000 |
| 5.5000 | % | 6/23/2008 |
|
|
| |
Swap |
| Cash flow |
| $ | 50,000 |
| 4.7725 | % | 11/20/2009 |
| $ | (1,038 | ) |
Swap |
| Cash flow |
| $ | 25,000 |
| 4.7160 | % | 11/20/2009 |
| $ | (493 | ) |
13. SHARE-BASED COMPENSATION PLANS
On May 9, 2007, the Company’s shareholders approved an equity-based employee compensation plan, the 2007 Equity Incentive Plan (the “2007 Plan”). On October 19, 2004, the Company’s sole shareholder approved a share-based employee compensation plan, the 2004 Equity Incentive Plan (the “Plan”“2004 Plan” and collectively with the 2007 Plan, the “Plans”). The purpose of the Plan isPlans are to attract and retain highly qualified executive officers, trusteesTrustees and key employees and other persons and to motivate such officers, trustees, key employees and other persons to serve the Company and its affiliates to expend maximum effort to improve the business results and earnings of the Company, by providing to such persons an opportunity to acquire or increase a direct proprietary interest in the operations and future success of the Company. To this
F-28
The Plan isPlans are administered by the Compensation Committee of the Company’s Board of Trustees (the “Compensation Committee”), which is appointed by the Board of Trustees. The Compensation Committee interprets the PlanPlans and determines the terms and provisions of option grants and share awards. A total of 3,900,000 and 3,000,000 common shares are reserved for issuance under the Plan.2007 Plan and 2004 Plan, respectively. The maximum number of common shares subjectunderlying equity awards that may be granted to an individual participant under the 2004 Plan during any calendar year is 400,000 for options or share appreciation rights or time-vestedand 100,000 for restricted shares that can be awardedor restricted share units, and 500,000 for options or share appreciation rights and 100,000 for restricted shares or restricted share units under the Plan to any person is 500,000 per calendar year.2007 Plan. The maximum number of common shares that can be awarded under the Plan to any person, other than pursuant to an option, share appreciation rights or time-vested restricted shares, is 250,000 per calendar year.year under the 2004 Plan. In addition, under the 2007 Plan, the maximum number of performance awards that may be granted to an executive officer is 100,000 and the maximum amount of performance shares that can be settled in cash and that can be granted in any year is $1.5 million. To the extent that options expire unexercised or are terminated, surrendered or canceled, the options and share awards become available for future grants under the Plan,Plans, unless the Plan hasPlans have been terminated.
Share Options
The fair valuevalues for options granted in 2004, was2006 and 2007 were estimated at the time the options were granted using the Black-Scholes option-pricing model applying the following weighted average assumptions:
Assumptions: | 2004 | |||
Risk-free interest rate | 4.38 | % | ||
Expected dividend yield | 7.0 | % | ||
Volatility | 26.25 | % | ||
Weighted average expected life of the options | 10 years | |||
Weighted average fair value of options granted | $ | 1.90 |
Assumptions: |
| 2006 |
| 2007 |
| ||
Risk-free interest rate |
| 5.0 | % | 4.7 | % | ||
Expected dividend yield |
| 6.3 | % | 5.9 | % | ||
Volatility |
| 20.3 | % | 21.2 | % | ||
Weighted average expected life of the options |
| 7.5 years |
| 9.4 years |
| ||
Weighted average fair value of options granted per share |
| $ | 2.10 |
| $ | 2.40 |
|
The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. In addition, option-pricing models require the input of highly subjective
F-25
assumptions, including the expected stock price volatility. The Company determinedVolatility for the volatility by comparing a 100 day period2006 and 2007 grants was based on the trading history of volatility of industry competitors in June 2004. No options were granted in 2005.
In 20052007, 2006 and 2004,2005, the Company recognized compensation expense related to options issued to employees and executives of approximately $0.5$0.9 million, $0.4 million and $0.1$0.5 million, respectively, which was recorded primarily in generalGeneral and administrative expense. As of December 31, 2005,2007, the Company had approximately $1.1$2.9 million of unrecognized compensation cost related to unvested stock options that will be recorded over the next fourfive years.
F-29
|
|
|
|
|
| Weighted Average |
| ||
|
| Number of Shares |
| Weighted Average |
| Remaining |
| ||
|
| Under Option |
| Exercise Price |
| Contractual Term |
| ||
Balance at December 31, 2004 |
| 938,500 |
| $ | 16.00 |
| 9.83 |
| |
Options granted |
| — |
| — |
| — |
| ||
Options canceled |
| (39,500 | ) | 16.00 |
| — |
| ||
Options exercised |
| — |
| — |
| — |
| ||
Balance at December 31, 2005 |
| 899,000 |
| $ | 16.00 |
| 8.83 |
| |
Options granted |
| 867,500 |
| 18.38 |
| 10.00 |
| ||
Options canceled |
| (301,333 | ) | 16.00 |
| — |
| ||
Options exercised |
| (186,667 | ) | 16.00 |
| 8.36 |
| ||
Balance at December 31, 2006 |
| 1,278,500 |
| $ | 17.62 |
| 8.92 |
| |
Options granted |
| 960,271 |
| 19.82 |
| 9.24 |
| ||
Options canceled |
| (322,000 | ) | 16.21 |
| — |
| ||
Options exercised |
| — |
| — |
| — |
| ||
Balance at December 31, 2007 |
| 1,916,771 |
| $ | 18.95 |
| 8.74 |
| |
|
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
| ||
Vested or expected to vest at December 31, 2007 |
| 1,916,771 |
| 18.95 |
| 8.74 |
| ||
Exercisable at December 31, 2007 |
| 208,164 |
| 17.98 |
| 8.17 |
| ||
At December 31, 2004:
2005 | 2004 | |||||||||||||||
Weighted Average | Weighted Average | |||||||||||||||
Common Shares | Exercise Price | Common Shares | Exercise Price | |||||||||||||
Subject to Options | Per Option | Subject to Options | Per Option | |||||||||||||
Outstanding at beginning of period | 938,500 | $ | 16.00 | — | — | |||||||||||
Options granted | — | — | 950,000 | $ | 16.00 | |||||||||||
Options canceled | 39,500 | $ | 16.00 | 11,500 | $ | 16.00 | ||||||||||
Options exercised | — | — | — | — | ||||||||||||
Outstanding at end of period | 899,000 | $ | 16.00 | 938,500 | $ | 16.00 | ||||||||||
Options Outstanding | Options Not Exercisable | |||||||||||||||||||
Weighted- | ||||||||||||||||||||
Average | Weighted | Weighted | ||||||||||||||||||
Remaining | Average | Average | ||||||||||||||||||
Contractual Life | Exercise | Exercise | ||||||||||||||||||
Exercise Prices | Options | in Years | Price | Options | Price | |||||||||||||||
$16.00 | 500,000 | 1.8 | $ | 16.00 | 333,333 | $ | 16.00 | |||||||||||||
$16.00 | 399,000 | 3.8 | $ | 16.00 | 399,000 | $ | 16.00 |
Restricted Shares
The Company applies the fair value method of accounting for contingently issued shares. As such, each grant is recognized ratably over the related vesting period. Approximately 124,000 restricted shares were issued during 2007 for which the fair value of the restricted shares at their respective grant dates was approximately $1.9 million. During 2006, approximately 74,000 restricted shares were issued for which the fair value of the restricted shares at their respective grant dates was approximately $1.3 million. As of December 31, 2007 the Company had approximately $1.3 million of remaining unrecognized compensation costs related to 2007 restricted share issuances that will be recognized over the next five years.
On December 22, 2005, 163,677 restricted share units were granted to certain executives. The restricted share units were granted in the form of deferred share units, entitling the holders thereof to receive common shares at a future date. Holders of the deferred share units are not entitled to any of the rights of a shareholder with respect to the deferred share units unless and until the common shares relating to the deferred share unit award have been delivered to such holder. However, the holders of the deferred share units are entitled to receive dividend equivalent payments, upon the Company’s payment of a cash dividend on outstanding common shares.
The shares were equally divided between time-vesting shares and market-based shares with values of $20.62 and $13.82 per share, respectively (market-based shares granted to the CEO that vest immediately are valued at $20.62).respectively. The fair value of the restricted share units at grant date was approximately $3.0 million. AThe Company used a Monte Carlo simulation analyses was used in estimatinganalysis to estimate the fair value of themarket-based shares. The time-vesting
F-26
shares vest ratably over a five-year period, one-fifth per year on each of the first five anniversaries of the grant date. The market-based shares vest ratably over a five-year period, one-fifth per year on each of the first five anniversaries of the grant date if the average annual total shareholder return for the Company equals or exceeds ten percent. Additionally, anymarket-based shares that do not vest on a previous anniversary will vest on a subsequent anniversary date if the average annual total shareholder return from grant date equals or exceeds ten percent. Certain restricted share units awarded to the chief executive officerformer Chief Executive Officer vest immediately upon his retirement from the Company asand since he has reached the retirement age set forth in his award agreement. Accordingly, 72,745 shares issuedagreement prior to December 31, 2005, Robert J. Amsdell,Amsdell’s 72,745 restricted shares, valued at approximately $1.5 million, was fully recordedwere recognized as share compensation expense in 2005. During 2006, certain unvested shares vested early related to the termination of several executives under the terms of their respective employment agreements. Accordingly, the Company recognized the related compensation expense in 2006. As of December 31, 20052006 the Company had $1.6 million ofno remaining unrecognized compensation cost related to unvestedthe December 22, 2005 restricted share units that will be recorded over the next five years.
F-30
Assumptions: | 2005 | |||
Risk-free interest rate | 4.69 | % | ||
Volatility of total annual return | 19.0 | % | ||
Weighted average expected life of the units | 5 years | |||
Weighted average fair value of units granted | $ | 18.73 |
Assumptions: |
| 2005 |
| 2007 |
| ||
Risk-free interest rate |
| 4.69 | % | 4.50 | % | ||
Volatility of total annual return |
| 19.0 | % | 19.0 | % | ||
Weighted average expected life of the units |
| 5 years |
| 3 years |
| ||
Weighted average fair value of units granted |
| $ | 18.73 |
| $ | 11.70 |
|
In May 2005, the Company implemented the Deferred Trustees Plan, a component of the Plan, upon the approval of the Company’s boardBoard of trustees.Trustees. Pursuant to the terms of the Deferred Trustees Plan, each non-employee member of the boardBoard of trusteesTrustees may elect to receive all of his annual cash retainers and meeting fees payable for service on the boardBoard of trusteesTrustees or any committee of the boardBoard of trusteesTrustees in the form of either all common shares or all deferred share units.
Pursuant to the terms of the Deferred Trustees Plan, under the equity incentive plan, certain trusteesTrustees elected to receive their boardBoard of trusteeTrustee fees in 2005 and 2006 in the form of deferred share units. AtOn December 31, 2006 an aggregate of 8,564 deferred share units were granted to those Trustees and were valued at $20.55 per share and on December 31, 2005 anand aggregate of 3,876 deferred share units were granted to those trustees and were valued at $21.05 per share.
During 2004, there were an aggregate of 20,315 restricted shares granted to our trustees.Trustees. The restricted shares were granted on October 27, 2004 and were valued at a price of $16.00 per share. The value of the restricted shares was recognized as compensation expense over the vesting or service period during 2004 and 2005.
In 20052007, 2006 and 2004,2005, the Company recognized compensation expense related to restricted shares and restricted share units issued to employees and trusteesTrustees of approximately $1.1 million, $0.7 million and $1.7 million, and $2.4 million, respectively and wasrespectively; these amounts were recorded in generalGeneral and administrative expense. Included in compensation expense for 2005 is approximately $1.5 million which represents the vested portion of the fair value of the restricted share units granted of 163,677 at a range of $13.82 to $20.62 per restricted share units to certain members of the Company’s management team. The following table presents non-vested restricted share compensation expense in 2004 represents the fair value of the restricted share units granted of 146,875 at $16.00 per restricted share unit to certain members of the Company’s management team at consummation of the IPO. The 2004 units did not have any vesting or forfeiture requirements.
F-31
Number of Non- | |||
| |||
| |||
Non-Vested at January 1, 2007 | 104,854 | ||
Granted | 124,121 | ||
Vested | (18,820 | ) | |
Forfeited | (32,084 | ) | |
Non-Vested at December 31, 2007 | 178,071 |
F-27
14. 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, |
| |||||||
|
| 2007 |
| 2006 |
| 2005 |
| |||
|
| (Dollars and shares in thousands, except per share amounts) |
| |||||||
|
|
|
|
|
|
|
| |||
Income (loss) from continuing operations |
| $ | (15,481 | ) | $ | (8,742 | ) | $ | 979 |
|
Income from discontinued operations |
| 2,404 |
| 191 |
| 589 |
| |||
Net income (loss) attributable to common |
|
|
|
|
|
|
| |||
shares |
| $ | (13,077 | ) | $ | (8,551 | ) | $ | 1,568 |
|
|
|
|
|
|
|
|
| |||
Weighted-average shares outstanding |
| 57,497 |
| 57,287 |
| 42,120 |
| |||
Share options and restricted share units (1) |
| — |
| — |
| 83 |
| |||
|
| 57,497 |
| 57,287 |
| 42,203 |
| |||
|
|
|
|
|
|
|
| |||
Income (loss) per Common Share: |
|
|
|
|
|
|
| |||
Continuing operations |
| $ | (0.26 | ) | $ | (0.15 | ) | $ | 0.02 |
|
Discontinued operations |
| 0.04 |
| — |
| 0.02 |
| |||
|
| $ | (0.22 | ) | $ | (0.15 | ) | $ | 0.04 |
|
For the Period | ||||||||
October 21, 2004 | ||||||||
Year Ended | through | |||||||
December 31, | December 31, | |||||||
2005 | 2004 | |||||||
(Dollars and shares in thousands,except per share amounts) | ||||||||
Income (loss) from continuing operations | $ | 2,566 | $ | (29,898 | ) | |||
Discontinued operations | 211 | — | ||||||
Net income (loss) attributable to common shares | $ | 2,777 | $ | (29,898 | ) | |||
Weighted average common shares outstanding — basic | 42,120 | 37,478 | ||||||
Potentially dilutive common shares(1): | ||||||||
Share options and restricted share units | 83 | — — | ||||||
Adjusted weighted average common shares outstanding — diluted | 42,203 | 37,478 | ||||||
Income (loss) from continuing operations per share — basic and diluted | $ | 0.07 | $ | (0.80 | ) | |||
Income (loss) from discontinued operations — basic and diluted | — | — | ||||||
Net income (loss) per share — basic and diluted | $ | 0.07 | $ | (0.80 | ) | |||
(1) For the years ended December 31, 2007 and 2006 the potentially dilutive shares of approximately 22,000 and 121,000, respectively, were not included in the earnings per share calculation as their effect is antidilutive.
The operating partnership units and common shares have essentially the same economic characteristics as they share equally in the total net income or loss and distributions of the operating partnership. An operating partnership unit may be redeemed for cash, or at the Company’s option, common shares on aone-for-one basis beginning on October 27, 2005. basis. Outstanding minority interest units in the operating partnership were 5,198,8555,079,928 as of December 31, 2005.2007. There were 57,010,16257,577,232 common shares outstanding as of December 31, 2005. The outstanding common shares as of December 31, 2005, exclude 223,496 of deferred share units granted to certain members of the Company’s management team (Note 12) which are treated as outstanding basic shares for computational purposes of earnings per share.
F-32
December 31, | ||||||||
2005 | 2004 | |||||||
(Dollars in millions) | ||||||||
Income tax provision | ||||||||
Current | ||||||||
U.S. Federal | $ | — | $ | 0.1 | ||||
Deferred | ||||||||
U.S. Federal | — | — | ||||||
Income tax provision | $ | — | $ | 0.1 | ||||
Effective income tax rate | ||||||||
Statutory federal income tax rate | 34 | % | 34 | % | ||||
State and local income taxes | 9 | % | 9 | % | ||||
Effective income tax rate | 43 | % | 43 | % | ||||
December 31, | ||||||||||||||||
2005 | 2004 | |||||||||||||||
Assets | Liabilities | Assets | Liabilities | |||||||||||||
Deferred taxes Share based compensation | $ | 1.6 | $ | 1.6 | $ | 0.9 | $ | 0.9 | ||||||||
Other | 0.1 | — | 0.1 | — | ||||||||||||
Deferred taxes | $ | 1.7 | $ | 1.6 | $ | 1.0 | $ | 0.9 | ||||||||
F-28
|
| For the year ended December 31, |
| |||||||
|
| 2007 |
| 2006 |
| 2005 |
| |||
Income tax provision |
|
|
|
|
|
|
| |||
Current: |
|
|
|
|
|
|
| |||
U.S. Federal |
| $ | — |
| $ | — |
| $ | — |
|
|
|
|
|
|
|
|
| |||
Deferred: |
|
|
|
|
|
|
| |||
U.S. Federal |
| (0.1 | ) | (0.2 | ) | — |
| |||
|
|
|
|
|
|
|
| |||
Income tax provision |
| $ | (0.1 | ) | $ | (0.2 | ) | $ | — |
|
|
|
|
|
|
|
|
| |||
Effective income tax rate |
|
|
|
|
|
|
| |||
Statutory federal income tax rate |
| 34.0 | % | 34.0 | % | 34 | % | |||
State and local income taxes |
| 4.0 | % | 2.6 | % | 9 | % | |||
Effective income tax rate |
| 38.0 | % | 36.6 | % | 43 | % |
|
| As of December 31, |
| ||||||||||||||||
|
| 2007 |
| 2006 |
| 2005 |
| ||||||||||||
|
| Assets |
| Liabilities |
| Assets |
| Liabilities |
| Assets |
| Liabilities |
| ||||||
Deferred taxes |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Share based compensation |
| $ | 0.7 |
| $ | 0.6 |
| $ | 0.8 |
| $ | 0.8 |
| $ | 1.6 |
| $ | 1.6 |
|
Other |
| 0.4 |
| — |
| 0.3 |
| — |
| 0.1 |
| — |
| ||||||
Deferred taxes |
| $ | 1.1 |
| $ | 0.6 |
| $ | 1.1 |
| $ | 0.8 |
| $ | 1.7 |
| $ | 1.6 |
|
16. PRO FORMA FINANCIAL INFORMATION (UNAUDITED)
During the year ended December 31, 2005,2006, the Company acquired 14660 self-storage facilities for an aggregate purchase price of approximately $547.9 million as described in Note 3. The$362.4 million. During 2007, the Company also acquired 4617 self-storage facilities in 2004 subsequent to the Company’s IPO for an aggregate purchase price of approximately $221.8 million. Additionally, The Company sold four of the facilities acquired in 2005 for approximately $6.2$140.5 million and consolidated four other facilities resulting in a net additionsold three properties for an aggregate purchase price of 138 facilities in 2005.
The unaudited condensed consolidated pro forma financial information set forth below reflectreflects adjustments to the Company’s historical financial data to give effect to each of the followingacquisitions, dispositions and related financing activity (including the issuance of common shares) that occurred subsequent to January 1, 2006 as if each had occurred on January 1 2004 which are primarily the acquisitions and related assumed indebtedness completed from the time of the IPO through December 31, 2005.
F-33
|
| 2007 |
| 2006 |
| ||
|
| (unaudited) |
| ||||
|
| (in thousands, except per share data) |
| ||||
|
|
|
|
|
| ||
Pro forma revenue |
| $ | 235,642 |
| $ | 229,186 |
|
Pro forma loss from continuing operations |
| $ | (24,915 | ) | $ | (27,054 | ) |
Loss per common share from continuing operations |
|
|
|
|
| ||
Basic and diluted — as reported |
| $ | (0.26 | ) | $ | (0.15 | ) |
Basic and diluted — as pro forma |
| $ | (0.43 | ) | $ | (0.47 | ) |
F-29
2005 | 2004 | |||||||
(unaudited) | ||||||||
(Dollars in thousands, except per share data) | ||||||||
Pro forma total revenues | $ | 180,828 | $ | 171,258 | ||||
Pro forma net income | $ | 6,950 | $ | (18,574 | ) | |||
Pro forma diluted earnings per share | $ | 0.16 | $ | (0.50 | ) |
16.17. ASSET IMPAIRMENT AND INSURANCE RECOVERYRECOVERIES
As a result of hurricanes that occurred during the three months ended September 30,third quarter of 2005, the Company incurred damage at certain of its self-storage facilities located in Alabama, Louisiana and Mississippi. Under the provisions of SFAS No. 144, “Accounting for the Impairment of or Disposal of Long-Lived Assets” (“SFAS No. 144”), the Company determined that there were indicators of impairment and accordingly tested the assets for recoverability. After an assessment of the damage sustained at the Waveland, Mississippi facility, the Company determined that a charge for impairment of approximately $2.3 million was required because the estimated undiscounted future cash flows did not support the carrying value of the assets. The Company hasexpected that insurance proceeds from its comprehensive insurance coverage for property damage. Although the Company currently expects it is probable the insurance proceeds will coverdamage would satisfy the entire loss incurred, the Company is required to recordand in 2005 appropriately recorded the impairment charge and to record an offsetting insurance recovery of $2.3 million, of which $0.5 million was received in October 2005. While the Company expects the insurance proceeds will be sufficient to cover the entire replacement cost of the damaged facility, certain deductibles and limitations will apply and no assurances can be made that proceeds will be sufficient to cover the costs of the entire restoration. To the extent that insurance proceeds, which are on a replacement cost basis, ultimately exceed the net book value of the damaged facility, a gain will be recognized in the period when all contingencies related to the insurance claim have been resolved. The related insurance receivable iswas included in other assets as of December 31, 2005, and the asset impairment charge and related insurance recovery are recordedwere presented net in the same line item for operating expenses for the year ended December 31, 2005.
F-34
Consolidated and Combined Quarter Ended | ||||||||||||||||||||
Year Ended | ||||||||||||||||||||
Year | March 31, | June 30, | September 30, | December 31,(1)(2) | December 31, | |||||||||||||||
(Dollars in thousands, except per share data) | ||||||||||||||||||||
2005 | ||||||||||||||||||||
Revenues | $ | 29,715 | $ | 33,784 | $ | 41,303 | $ | 43,319 | $ | 148,121 | ||||||||||
Income (loss) before minority interests | 1,677 | 2,301 | 1,860 | (3,073 | ) | 2,765 | ||||||||||||||
Net income (loss) | 1,617 | 2,204 | 1,665 | (2,709 | ) | 2,777 | ||||||||||||||
Net loss per share — basic and diluted | 0.04 | 0.06 | 0.04 | (0.05 | ) | 0.07 | ||||||||||||||
2004 | ||||||||||||||||||||
Revenues | $ | 20,524 | $ | 21,207 | $ | 22,281 | $ | 27,596 | $ | 91,608 | ||||||||||
Income (loss) before minority interests | 3,084 | (1,223 | ) | (2,271 | ) | (32,835 | ) | (33,245 | ) | |||||||||||
Net income (loss) | 3,084 | (1,223 | ) | (2,271 | ) | (31,937 | ) | (32,347 | ) | |||||||||||
Net loss per share-basic and diluted | — | — | — | (.80 | ) | (.80 | ) |
|
| Three months ended |
| ||||||||||
|
| March 31, |
| June 30, |
| September 30, |
| December 31, |
| ||||
|
| 2007 |
| 2007 |
| 2007 |
| 2007 |
| ||||
Total revenues |
| $ | 54,907 |
| $ | 56,077 |
| $ | 58,073 |
| $ | 60,110 |
|
Total operating expenses |
| $ | 45,597 |
| $ | 44,594 |
| $ | 48,621 |
| $ | 51,860 |
|
Net income (loss) |
| $ | (3,358 | ) | $ | 295 |
| $ | (4,130 | ) | $ | (5,884 | ) |
Basic and diluted earnings (loss) per share |
| $ | (0.06 | ) | $ | — |
| $ | (0.07 | ) | $ | (0.10 | ) |
|
| Three months ended |
| ||||||||||
|
| March 31, |
| June 30, |
| September 30, |
| December 31, |
| ||||
|
| 2006 |
| 2006 |
| 2006 |
| 2006 |
| ||||
Total revenues |
| $ | 47,613 |
| $ | 52,776 |
| $ | 55,798 |
| $ | 54,462 |
|
Total operating expenses |
| $ | 38,741 |
| $ | 40,729 |
| $ | 45,645 |
| $ | 47,041 |
|
Net income (loss) |
| $ | (1,625 | ) | $ | 724 |
| $ | (1,962 | ) | $ | (5,688 | ) |
Basic and diluted earnings (loss) per share |
| $ | (0.03 | ) | $ | 0.01 |
| $ | (0.03 | ) | $ | (0.10 | ) |
19. LEASE ABANDONMENT CHARGE
In August 2007, the Company abandoned certain office space in Cleveland, OH that was previously used for its corporate offices. The related leases have expiration dates ranging from December 31, 2008 through December 31, 2014. Upon vacating the space, the Company entered into a sub-lease agreement with a sub-tenant to lease the majority of the space for the duration of the term.
As a result of this exit activity, the Company recognized a “Lease abandonment charge” of $1.3 million during 2007. The charge is comprised of approximately $0.8 million of costs that represent the present value of the net cash flows associated with leases and the sub-lease agreement (“Contract Termination Costs”) and approximately $0.5 million of costs associated with the write-off of certain assets related to the abandoned space (“Other Associated Costs”). The Contract Termination Costs of $0.8 million are presented as “Accounts payable and accrued rent” and the Other Associated Costs of $0.5 million were accounted for as a reduction of “Storage facilities.” The Company completedwill amortize the following transactions subsequent to December 31, 2005:
F-35
F-30
F-36
SCHEDULE III
REAL ESTATE AND RELATED DEPRECIATION
DECEMBER 31, 20052007
Initial Cost | Gross Carrying Amount | |||||||||||||||||||||||||||||||||||
Building | Costs | at December 31, 2005 | ||||||||||||||||||||||||||||||||||
and | Subsequent | Building and | Accumulated | Year | ||||||||||||||||||||||||||||||||
Encum- | Improve- | to | Improve- | Depreciation | Acquired/ | |||||||||||||||||||||||||||||||
Description | brances | Land | ments | Acquisition | Land | ments | Total | (O) | Developed | |||||||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||||||||||||||
Mobile I, AL | (N | ) | 149 | 1,429 | 572 | 225 | 1,925 | 2,150 | 489 | 1997 | ||||||||||||||||||||||||||
Mobile II, AL | (F | ) | 226 | 2,524 | 749 | 301 | 3,198 | 3,499 | 1,025 | 1997 | ||||||||||||||||||||||||||
Mobile III, AL | (A | ) | 167 | 1,849 | 240 | 237 | 2,019 | 2,256 | 447 | 1998 | ||||||||||||||||||||||||||
Chandler, AZ | (N | ) | 327 | 1,257 | 73 | 327 | 1,330 | 1,657 | 31 | 2005 | ||||||||||||||||||||||||||
Glendale, AZ | (A | ) | 201 | 2,265 | 806 | 418 | 2,854 | 3,272 | 546 | 1998 | ||||||||||||||||||||||||||
Green Valley, AZ | (H | ) | 298 | 1,153 | 18 | 298 | 1,171 | 1,469 | 26 | 2005 | ||||||||||||||||||||||||||
Scottsdale, AZ | (A | ) | 443 | 4,879 | 1,521 | 883 | 5,960 | 6,843 | 1,132 | 1998 | ||||||||||||||||||||||||||
Tempe, AZ | (F | ) | 749 | 2,159 | 18 | 749 | 2,177 | 2,926 | 57 | 2005 | ||||||||||||||||||||||||||
Tucson I, AZ | (A | ) | 188 | 2,078 | 712 | 384 | 2,594 | 2,978 | 499 | 1998 | ||||||||||||||||||||||||||
Tucson II, AZ | (A | ) | 188 | 2,078 | 786 | 391 | 2,661 | 3,052 | 497 | 1998 | ||||||||||||||||||||||||||
Tucson, AZ | (L | ) | 711 | 2,736 | 5 | 711 | 2,741 | 3,452 | 65 | 2005 | ||||||||||||||||||||||||||
Tucson, AZ | (L | ) | 532 | 2,048 | 44 | 532 | 2,092 | 2,624 | 48 | 2005 | ||||||||||||||||||||||||||
Tucson, AZ | (L | ) | 674 | 2,595 | 31 | 674 | 2,626 | 3,300 | 61 | 2005 | ||||||||||||||||||||||||||
Tucson, AZ | (L | ) | 515 | 1,980 | 28 | 515 | 2,008 | 2,523 | 47 | 2005 | ||||||||||||||||||||||||||
Tucson, AZ | (L | ) | 440 | 1,692 | 37 | 440 | 1,729 | 2,169 | 40 | 2005 | ||||||||||||||||||||||||||
Tucson, AZ | (L | ) | 670 | 2,576 | 34 | 670 | 2,610 | 3,280 | 61 | 2005 | ||||||||||||||||||||||||||
Tucson, AZ | (L | ) | 589 | 2,265 | 20 | 589 | 2,285 | 2,874 | 53 | 2005 | ||||||||||||||||||||||||||
Tucson, AZ | (L | ) | 724 | 2,786 | 23 | 724 | 2,809 | 3,533 | 65 | 2005 | ||||||||||||||||||||||||||
Tucson, AZ | (L | ) | 424 | 1,633 | 22 | 424 | 1,655 | 2,079 | 39 | 2005 | ||||||||||||||||||||||||||
Tucson, AZ | (L | ) | 439 | 1,689 | 41 | 439 | 1,730 | 2,169 | 40 | 2005 | ||||||||||||||||||||||||||
Tucson, AZ | (L | ) | 671 | 2,582 | 40 | 671 | 2,622 | 3,293 | 61 | 2005 | ||||||||||||||||||||||||||
Tucson, AZ | (L | ) | 587 | 2,258 | 11 | 587 | 2,269 | 2,856 | 54 | 2005 | ||||||||||||||||||||||||||
Tucson, AZ | 1,264 | 540 | 2,076 | 31 | 540 | 2,107 | 2,647 | 48 | 2005 | |||||||||||||||||||||||||||
Tucson, AZ | 1,358 | 707 | 2,721 | 9 | 707 | 2,730 | 3,437 | 63 | 2005 | |||||||||||||||||||||||||||
Apple Valley I, CA | (D | ) | 140 | 1,570 | 1,386 | 476 | 2,620 | 3,096 | 470 | 1997 | ||||||||||||||||||||||||||
Apple Valley II, CA | (G | ) | 160 | 1,787 | 1,109 | 431 | 2,625 | 3,056 | 514 | 1997 | ||||||||||||||||||||||||||
Benicia, CA | (N | ) | 2,392 | 7,028 | 4 | 2,392 | 7,032 | 9,424 | 34 | 2005 | ||||||||||||||||||||||||||
Bloomington I, CA | (N | ) | 42 | 463 | 365 | 100 | 770 | 870 | 166 | 1997 | ||||||||||||||||||||||||||
Bloomington II, CA | (N | ) | 54 | 604 | 408 | 144 | 922 | 1,066 | 175 | 1997 | ||||||||||||||||||||||||||
Citrus Heights, CA | (L | ) | 1,633 | 4,793 | 20 | 1,633 | 4,813 | 6,446 | 116 | 2005 | ||||||||||||||||||||||||||
Diamond Bar, CA | 2,618 | 2,522 | 7,404 | 9 | 2,524 | 7,411 | 9,935 | 174 | 2005 | |||||||||||||||||||||||||||
Fallbrook, CA | (C | ) | 133 | 1,492 | 1,362 | 433 | 2,554 | 2,987 | 441 | 1997 | ||||||||||||||||||||||||||
Hemet, CA | (D | ) | 125 | 1,396 | 1,236 | 417 | 2,340 | 2,757 | 417 | 1997 | ||||||||||||||||||||||||||
Highland, CA | (D | ) | 215 | 2,407 | 1,770 | 582 | 3,810 | 4,392 | 735 | 1997 | ||||||||||||||||||||||||||
Lancaster, CA | (G | ) | 390 | 2,247 | 813 | 556 | 2,894 | 3,450 | 512 | 2001 | ||||||||||||||||||||||||||
Murrieta, CA | (N | ) | 1,883 | 5,532 | 3 | 1,883 | 5,535 | 7,418 | 26 | 2005 | ||||||||||||||||||||||||||
North Highlands, CA | (L | ) | 868 | 2,546 | 9 | 868 | 2,555 | 3,423 | 61 | 2005 | ||||||||||||||||||||||||||
Ontario, CA | (A | ) | 292 | 3,289 | 1,713 | 688 | 4,606 | 5,294 | 789 | 1998 | ||||||||||||||||||||||||||
Orangevale, CA | (L | ) | 1,423 | 4,175 | 15 | 1,423 | 4,190 | 5,613 | 100 | 2005 | ||||||||||||||||||||||||||
Pleasanton, CA | (N | ) | 2,799 | 8,222 | 4 | 2,799 | 8,226 | 11,025 | 39 | 2005 | ||||||||||||||||||||||||||
Rancho Cordova, CA | (L | ) | 1,094 | 3,212 | 12 | 1,094 | 3,224 | 4,318 | 77 | 2005 | ||||||||||||||||||||||||||
Redlands, CA | (C | ) | 196 | 2,192 | 1,032 | 449 | 2,971 | 3,420 | 652 | 1997 | ||||||||||||||||||||||||||
Rialto, CA | (A | ) | 277 | 3,098 | 1,542 | 672 | 4,245 | 4,917 | 896 | 1997 | ||||||||||||||||||||||||||
Riverside I, CA | (N | ) | 42 | 465 | 489 | 141 | 855 | 996 | 160 | 1997 |
F-37
|
|
|
|
|
|
|
|
|
| Gross Carrying Amount |
|
|
|
| |||||||||||||
|
|
|
|
|
| Initial Cost |
| Costs Sub- |
| at December 31, 2007 |
|
|
|
| |||||||||||||
Description |
| Square Footage |
| Encum- |
| Land |
| Building and |
| sequent to |
| Land |
| Building and |
| Total |
| Accumulated |
| Year Acquired / | |||||||
Mobile I, AL |
| 65,198 |
|
|
| $ | 149 |
| $ | 1,429 |
| $ | 636 |
| $ | 225 |
| $ | 1,989 |
| $ | 2,214 |
| $ | 636 |
| 1997 |
Mobile II, AL |
| 129,260 |
| (A) |
| 226 |
| 2,524 |
| 1,165 |
| 301 |
| 3,583 |
| 3,883 |
| 1,238 |
| 1997 | |||||||
Mobile III, AL |
| 43,125 |
|
|
| 167 |
| 1,849 |
| 320 |
| 237 |
| 2,100 |
| 2,336 |
| 591 |
| 1998 | |||||||
Chandler, AZ |
| 47,520 |
|
|
| 327 |
| 1,257 |
| 235 |
| 327 |
| 1,492 |
| 1,819 |
| 201 |
| 2005 | |||||||
Glendale, AZ |
| 56,830 |
|
|
| 201 |
| 2,265 |
| 864 |
| 418 |
| 2,911 |
| 3,330 |
| 735 |
| 1998 | |||||||
Green Valley, AZ |
| 25,200 |
| (B) |
| 298 |
| 1,153 |
| 89 |
| 298 |
| 1,242 |
| 1,540 |
| 167 |
| 2005 | |||||||
Mesa I, AZ |
| 52,375 |
|
|
| 920 |
| 2,739 |
| 103 |
| 921 |
| 2,841 |
| 3,762 |
| 324 |
| 2006 | |||||||
Mesa II, AZ |
| 45,295 |
|
|
| 731 |
| 2,176 |
| 127 |
| 731 |
| 2,303 |
| 3,034 |
| 265 |
| 2006 | |||||||
Mesa III, AZ |
| 58,264 |
|
|
| 706 |
| 2,101 |
| 128 |
| 706 |
| 2,210 |
| 2,935 |
| 256 |
| 2006 | |||||||
Phoenix I, AZ |
| 100,887 |
|
|
| 1,134 |
| 3,376 |
| 188 |
| 1,135 |
| 3,512 |
| 4,699 |
| 403 |
| 2006 | |||||||
Phoenix II, AZ |
| 45,270 |
|
|
| 756 |
| 2,251 |
| 128 |
| 756 |
| 2,379 |
| 3,136 |
| 273 |
| 2006 | |||||||
Scottsdale, AZ |
| 80,925 |
|
|
| 443 |
| 4,879 |
| 1,558 |
| 883 |
| 5,998 |
| 6,880 |
| 1,504 |
| 1998 | |||||||
Tempe, AZ |
| 54,000 |
| (A) |
| 749 |
| 2,159 |
| 118 |
| 749 |
| 2,277 |
| 3,027 |
| 290 |
| 2005 | |||||||
Tucson I, AZ |
| 59,350 |
|
|
| 188 |
| 2,078 |
| 820 |
| 384 |
| 2,703 |
| 3,086 |
| 667 |
| 1998 | |||||||
Tucson II, AZ |
| 43,950 |
|
|
| 188 |
| 2,078 |
| 833 |
| 391 |
| 2,708 |
| 3,099 |
| 666 |
| 1998 | |||||||
Tucson III, AZ |
| 49,822 |
| (C) |
| 532 |
| 2,048 |
| 105 |
| 533 |
| 2,153 |
| 2,686 |
| 291 |
| 2005 | |||||||
Tucson IV, AZ |
| 47,840 |
| (C) |
| 674 |
| 2,595 |
| 144 |
| 675 |
| 2,739 |
| 3,413 |
| 369 |
| 2005 | |||||||
Tucson V, AZ |
| 45,160 |
| (C) |
| 515 |
| 1,980 |
| 160 |
| 515 |
| 2,140 |
| 2,655 |
| 286 |
| 2005 | |||||||
Tucson VI, AZ |
| 40,778 |
| (C) |
| 440 |
| 1,692 |
| 127 |
| 440 |
| 1,819 |
| 2,259 |
| 250 |
| 2005 | |||||||
Tucson VII, AZ |
| 52,738 |
| (C) |
| 670 |
| 2,576 |
| 197 |
| 670 |
| 2,772 |
| 3,442 |
| 365 |
| 2005 | |||||||
Tucson VIII, AZ |
| 46,800 |
| (C) |
| 589 |
| 2,265 |
| 90 |
| 589 |
| 2,354 |
| 2,943 |
| 317 |
| 2005 | |||||||
Tucson IX, AZ |
| 67,656 |
| (C) |
| 724 |
| 2,786 |
| 223 |
| 725 |
| 3,009 |
| 3,734 |
| 392 |
| 2005 | |||||||
Tucson X, AZ |
| 46,350 |
| (C) |
| 424 |
| 1,633 |
| 72 |
| 425 |
| 1,705 |
| 2,129 |
| 233 |
| 2005 | |||||||
Tucson XI, AZ |
| 42,800 |
| (C) |
| 439 |
| 1,689 |
| 131 |
| 439 |
| 1,820 |
| 2,259 |
| 243 |
| 2005 | |||||||
Tucson XII, AZ |
| 42,375 |
| (C) |
| 671 |
| 2,582 |
| 134 |
| 672 |
| 2,716 |
| 3,387 |
| 364 |
| 2005 | |||||||
Tucson XIII, AZ |
| 45,792 |
| (C) |
| 587 |
| 2,258 |
| 95 |
| 587 |
| 2,352 |
| 2,940 |
| 317 |
| 2005 | |||||||
Tucson XIV, AZ |
| 49,470 |
|
|
| 707 |
| 2,721 |
| 112 |
| 708 |
| 2,833 |
| 3,540 |
| 379 |
| 2005 | |||||||
Apple Valley I, CA |
| 73,340 |
| (D) |
| 140 |
| 1,570 |
| 1,500 |
| 476 |
| 2,733 |
| 3,210 |
| 645 |
| 1997 | |||||||
Apple Valley II, CA |
| 62,115 |
| (E) |
| 160 |
| 1,787 |
| 1,165 |
| 431 |
| 2,681 |
| 3,112 |
| 678 |
| 1997 | |||||||
Benicia, CA |
| 74,920 |
|
|
| 2,392 |
| 7,028 |
| 118 |
| 2,392 |
| 7,146 |
| 9,538 |
| 850 |
| 2005 | |||||||
Bloomington I, CA |
| 28,550 |
|
|
| 42 |
| 463 |
| 422 |
| 100 |
| 827 |
| 927 |
| 228 |
| 1997 | |||||||
Bloomington II, CA |
| 25,860 |
|
|
| 54 |
| 604 |
| 414 |
| 144 |
| 928 |
| 1,072 |
| 236 |
| 1997 | |||||||
Cathedral City, CA |
| 129,048 |
|
|
| 2,194 |
| 10,046 |
| 100 |
| 2,195 |
| 10,145 |
| 12,340 |
| 1,044 |
| 2006 | |||||||
Citrus Heights, CA |
| 75,620 |
| (C) |
| 1,633 |
| 4,793 |
| 89 |
| 1,634 |
| 4,882 |
| 6,516 |
| 671 |
| 2005 | |||||||
Diamond Bar, CA |
| 103,228 |
|
|
| 2,522 |
| 7,404 |
| 142 |
| 2,524 |
| 7,541 |
| 10,068 |
| 1,043 |
| 2005 | |||||||
Escondido, CA |
| 143,145 |
|
|
| 3,040 |
| 11,804 |
| (781 | ) | 3,040 |
| 10,238 |
| 14,063 |
| 198 |
| 2007 | |||||||
Fallbrook, CA |
| 46,370 |
| (F) |
| 133 |
| 1,492 |
| 1,455 |
| 432 |
| 2,648 |
| 3,080 |
| 609 |
| 1997 | |||||||
Hemet, CA |
| 66,040 |
| (D) |
| 125 |
| 1,396 |
| 1,262 |
| 417 |
| 2,367 |
| 2,783 |
| 567 |
| 1997 | |||||||
Highland I, CA |
| 76,765 |
| (D) |
| 215 |
| 2,407 |
| 1,893 |
| 582 |
| 3,933 |
| 4,515 |
| 981 |
| 1997 | |||||||
Highland II, CA |
| 62,257 |
|
|
| 1,277 |
| 5,847 |
| 134 |
| 1,277 |
| 5,981 |
| 7,258 |
| 611 |
| 2006 | |||||||
Lancaster, CA |
| 61,275 |
| (E) |
| 390 |
| 2,247 |
| 890 |
| 556 |
| 2,971 |
| 3,527 |
| 726 |
| 2001 | |||||||
Long Beach, CA |
| 125,213 |
|
|
| 3,138 |
| 14,368 |
| 189 |
| 3,138 |
| 14,557 |
| 17,696 |
| 1,500 |
| 2006 | |||||||
Murrieta, CA |
| 49,895 |
|
|
| 1,883 |
| 5,532 |
| 151 |
| 1,903 |
| 5,663 |
| 7,566 |
| 678 |
| 2005 | |||||||
North Highlands, CA |
| 57,244 |
| (C) |
| 868 |
| 2,546 |
| 185 |
| 868 |
| 2,731 |
| 3,598 |
| 363 |
| 2005 | |||||||
Orangevale, CA |
| 50,492 |
| (C) |
| 1,423 |
| 4,175 |
| 117 |
| 1,423 |
| 4,291 |
| 5,714 |
| 587 |
| 2005 | |||||||
Palm Springs I, CA |
| 72,775 |
|
|
| 1,565 |
| 7,164 |
| 100 |
| 1,566 |
| 7,263 |
| 8,829 |
| 750 |
| 2006 | |||||||
Palm Springs II, CA |
| 122,745 |
|
|
| 2,131 |
| 9,758 |
| 152 |
| 2,132 |
| 9,909 |
| 12,041 |
| 1,020 |
| 2006 | |||||||
Pleasanton, CA |
| 82,415 |
|
|
| 2,799 |
| 8,222 |
| 42 |
| 2,799 |
| 8,264 |
| 11,063 |
| 984 |
| 2005 | |||||||
Rancho Cordova, CA |
| 53,928 |
| (C) |
| 1,094 |
| 3,212 |
| 162 |
| 1,095 |
| 3,374 |
| 4,469 |
| 457 |
| 2005 | |||||||
Redlands, CA |
| 62,805 |
| (F) |
| 196 |
| 2,192 |
| 1,123 |
| 449 |
| 3,063 |
| 3,511 |
| 853 |
| 1997 | |||||||
Rialto, CA |
| 57,371 |
|
|
| 899 |
| 4,118 |
| 86 |
| 899 |
| 4,204 |
| 5,103 |
| 434 |
| 2006 | |||||||
Rialto II, CA |
| 99,393 |
|
|
| 277 |
| 3,098 |
| 1,589 |
| 672 |
| 4,293 |
| 4,964 |
| 1,161 |
| 1997 | |||||||
Riverside I, CA |
| 27,485 |
|
|
| 42 |
| 465 |
| 474 |
| 141 |
| 841 |
| 981 |
| 222 |
| 1997 | |||||||
Riverside II, CA |
| 20,420 |
|
|
| 42 |
| 423 |
| 336 |
| 114 |
| 687 |
| 801 |
| 177 |
| 1997 | |||||||
Riverside III, CA |
| 46,809 |
|
|
| 91 |
| 1,035 |
| 964 |
| 310 |
| 1,780 |
| 2,090 |
| 402 |
| 1998 | |||||||
Riverside IV, CA |
| 67,320 |
|
|
| 1,351 |
| 6,183 |
| 74 |
| 1,351 |
| 6,257 |
| 7,608 |
| 646 |
| 2006 | |||||||
Riverside V, CA |
| 85,521 |
|
|
| 1,170 |
| 5,359 |
| 144 |
| 1,170 |
| 5,502 |
| 6,673 |
| 566 |
| 2006 | |||||||
Riverside VI, CA |
| 74,900 |
| (K) |
| 1,040 |
| 4,119 |
| (190 | ) | 1,040 |
| 3,738 |
| 4,969 |
| 70 |
| 2007 | |||||||
Roseville, CA |
| 59,944 |
| (C) |
| 1,284 |
| 3,767 |
| 180 |
| 1,284 |
| 3,947 |
| 5,231 |
| 528 |
| 2005 | |||||||
Sacramento I, CA |
| 50,764 |
| (C) |
| 1,152 |
| 3,380 |
| 136 |
| 1,152 |
| 3,514 |
| 4,668 |
| 480 |
| 2005 | |||||||
Sacramento II, CA |
| 61,890 |
| (C) |
| 1,406 |
| 4,128 |
| 77 |
| 1,407 |
| 4,205 |
| 5,612 |
| 579 |
| 2005 | |||||||
San Bernardino I, CA |
| 47,350 |
|
|
| 67 |
| 748 |
| 826 |
| 217 |
| 1,424 |
| 1,641 |
| 334 |
| 1997 | |||||||
San Bernardino II, CA |
| 83,278 |
| (F) |
| 152 |
| 1,704 |
| 1,298 |
| 450 |
| 2,703 |
| 3,154 |
| 688 |
| 1997 | |||||||
San Bernardino III, CA |
| 31,070 |
| (A) |
| 51 |
| 572 |
| 1,037 |
| 182 |
| 1,478 |
| 1,660 |
| 391 |
| 1997 | |||||||
San Bernardino IV, CA |
| 57,245 |
| (F) |
| 152 |
| 1,695 |
| 1,604 |
| 444 |
| 3,007 |
| 3,451 |
| 881 |
| 1997 | |||||||
San Bernardino V, CA |
| 41,646 |
| (A) |
| 112 |
| 1,251 |
| 1,077 |
| 306 |
| 2,135 |
| 2,440 |
| 644 |
| 1997 | |||||||
San Bernardino VI, CA |
| 35,671 |
| (A) |
| 98 |
| 1,093 |
| 884 |
| 242 |
| 1,813 |
| 2,075 |
| 575 |
| 1997 | |||||||
F-31
Initial Cost | Gross Carrying Amount | |||||||||||||||||||||||||||||||||||
Building | Costs | at December 31, 2005 | ||||||||||||||||||||||||||||||||||
and | Subsequent | Building and | Accumulated | Year | ||||||||||||||||||||||||||||||||
Encum- | Improve- | to | Improve- | Depreciation | Acquired/ | |||||||||||||||||||||||||||||||
Description | brances | Land | ments | Acquisition | Land | ments | Total | (O) | Developed | |||||||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||||||||||||||
Riverside II, CA | (N | ) | 42 | 423 | 330 | 114 | 681 | 795 | 135 | 1997 | ||||||||||||||||||||||||||
Riverside III, CA | (A | ) | 91 | 1,035 | 936 | 310 | 1,752 | 2,062 | 289 | 1998 | ||||||||||||||||||||||||||
Roseville, CA | (L | ) | 1,284 | 3,767 | 9 | 1,284 | 3,776 | 5,060 | 90 | 2005 | ||||||||||||||||||||||||||
Sacramento, CA | (L | ) | 1,152 | 3,380 | 27 | 1,152 | 3,407 | 4,559 | 80 | 2005 | ||||||||||||||||||||||||||
Sacramento, CA | (L | ) | 790 | 2,319 | 10 | 790 | 2,329 | 3,119 | 57 | 2005 | ||||||||||||||||||||||||||
Sacramento, CA | (L | ) | 1,406 | 4,128 | 16 | 1,406 | 4,144 | 5,550 | 99 | 2005 | ||||||||||||||||||||||||||
San Bernardino I, CA | (N | ) | 67 | 748 | 798 | 217 | 1,396 | 1,613 | 244 | 1997 | ||||||||||||||||||||||||||
San Bernardino II, CA | (C | ) | 152 | 1,704 | 1,271 | 451 | 2,676 | 3,127 | 513 | 1997 | ||||||||||||||||||||||||||
San Bernardino III, CA | (F | ) | 51 | 572 | 1,018 | 182 | 1,459 | 1,641 | 303 | 1997 | ||||||||||||||||||||||||||
San Bernardino IV, CA | (C | ) | 152 | 1,695 | 1,558 | 444 | 2,961 | 3,405 | 682 | 1997 | ||||||||||||||||||||||||||
San Bernardino V, CA | (F | ) | 112 | 1,251 | 970 | 306 | 2,027 | 2,333 | 520 | 1997 | ||||||||||||||||||||||||||
San Bernardino VI, CA | (F | ) | 98 | 1,093 | 822 | 242 | 1,771 | 2,013 | 470 | 1997 | ||||||||||||||||||||||||||
San Bernardino, CA | (G | ) | 1,872 | 5,391 | 9 | 1,872 | 5,400 | 7,272 | 277 | 2005 | ||||||||||||||||||||||||||
San Marcos, CA | (I | ) | 775 | 2,288 | 9 | 776 | 2,296 | 3,072 | 54 | 2005 | ||||||||||||||||||||||||||
Sun City, CA | (A | ) | 140 | 1,579 | 762 | 324 | 2,157 | 2,481 | 403 | 1998 | ||||||||||||||||||||||||||
Temecula I | (A | ) | 184 | 2,038 | 1,033 | 435 | 2,820 | 3,255 | 510 | 1998 | ||||||||||||||||||||||||||
Temecula II, CA | (N | ) | 476 | 2,697 | 6 | 476 | 2,703 | 3,179 | 288 | 2003 | ||||||||||||||||||||||||||
Vista, CA | (N | ) | 4,629 | 13,599 | 3 | 4,629 | 13,602 | 18,231 | 65 | 2005 | ||||||||||||||||||||||||||
Vista, CA | (D | ) | 711 | 4,076 | 1,972 | 1,118 | 5,641 | 6,759 | 883 | 2001 | ||||||||||||||||||||||||||
Walnut, CA | (N | ) | 1,578 | 4,635 | 4 | 1,578 | 4,639 | 6,217 | 22 | 2005 | ||||||||||||||||||||||||||
West Sacramento, CA | (N | ) | 1,222 | 3,590 | 3 | 1,222 | 3,593 | 4,815 | 17 | 2005 | ||||||||||||||||||||||||||
Westminister, CA | (I | ) | 1,740 | 5,142 | 10 | 1,740 | 5,152 | 6,892 | 120 | 2005 | ||||||||||||||||||||||||||
Yucaipa, CA | (C | ) | 198 | 2,221 | 1,381 | 526 | 3,274 | 3,800 | 645 | 1997 | ||||||||||||||||||||||||||
Aurora, CO | (N | ) | 736 | 1,637 | 35 | 736 | 1,672 | 2,408 | 24 | 2005 | ||||||||||||||||||||||||||
Aurora, CO | (N | ) | 352 | 783 | 8 | 352 | 791 | 1,143 | 12 | 2005 | ||||||||||||||||||||||||||
Avon, OH | (N | ) | 1,012 | 2,252 | 6 | 1,012 | 2,258 | 3,270 | 33 | 2005 | ||||||||||||||||||||||||||
Centennial, CO | (L | ) | 1,268 | 2,820 | 14 | 1,268 | 2,834 | 4,102 | 69 | 2005 | ||||||||||||||||||||||||||
Colorado Springs, CO | (N | ) | 771 | 1,717 | 20 | 771 | 1,737 | 2,508 | 25 | 2005 | ||||||||||||||||||||||||||
Denver, CO | (N | ) | 1,105 | 2,459 | 8 | 1,105 | 2,467 | 3,572 | 36 | 2005 | ||||||||||||||||||||||||||
Denver, CO | (L | ) | 878 | 1,953 | 15 | 878 | 1,968 | 2,846 | 48 | 2005 | ||||||||||||||||||||||||||
Denver, CO | (L | ) | 1,343 | 2,986 | 91 | 1,343 | 3,077 | 4,420 | 73 | 2005 | ||||||||||||||||||||||||||
Englewood, CO | (N | ) | 981 | 2,183 | 13 | 981 | 2,196 | 3,177 | 32 | 2005 | ||||||||||||||||||||||||||
Golden, CO | (L | ) | 1,683 | 3,744 | 11 | 1,683 | 3,755 | 5,438 | 91 | 2005 | ||||||||||||||||||||||||||
Littleton, CO | (N | ) | 1,121 | 2,495 | 7 | 1,121 | 2,502 | 3,623 | 37 | 2005 | ||||||||||||||||||||||||||
Northglenn, CO | (L | ) | 862 | 1,917 | 41 | 862 | 1,958 | 2,820 | 48 | 2005 | ||||||||||||||||||||||||||
Bloomfield, CT | (A | ) | 78 | 880 | 2,162 | 360 | 2,760 | 3,120 | 505 | 1997 | ||||||||||||||||||||||||||
Branford, CT | (A | ) | 217 | 2,433 | 1,072 | 504 | 3,218 | 3,722 | 819 | 1995 | ||||||||||||||||||||||||||
Bristol, CT | (G | ) | 1,819 | 3,161 | 22 | 1,821 | 3,181 | 5,002 | 154 | 2005 | ||||||||||||||||||||||||||
East Windsor, CT | (F | ) | 744 | 1,294 | 46 | 744 | 1,340 | 2,084 | 65 | 2005 | ||||||||||||||||||||||||||
Enfield, CT | (D | ) | 424 | 2,424 | 267 | 473 | 2,642 | 3,115 | 773 | 2001 | ||||||||||||||||||||||||||
Gales Ferry, CT | (A | ) | 240 | 2,697 | 1,247 | 489 | 3,695 | 4,184 | 1,052 | 1995 | ||||||||||||||||||||||||||
Manchester, CT | (D | ) | 540 | 3,096 | 212 | 563 | 3,285 | 3,848 | 807 | 2002 | ||||||||||||||||||||||||||
Manchester, CT | (G | ) | 996 | 1,730 | 18 | 996 | 1,748 | 2,744 | 84 | 2005 | ||||||||||||||||||||||||||
Milford, CT | (B | ) | 87 | 1,050 | 948 | 274 | 1,811 | 2,085 | 397 | 1994 | ||||||||||||||||||||||||||
Monroe, CT | (G | ) | 2,004 | 3,483 | 105 | 2,004 | 3,588 | 5,592 | 170 | 2005 | ||||||||||||||||||||||||||
Mystic, CT | (B | ) | 136 | 1,645 | 1,570 | 410 | 2,941 | 3,351 | 646 | 1994 | ||||||||||||||||||||||||||
Newington, CT | (G | ) | 1,059 | 1,840 | 11 | 1,059 | 1,850 | 2,909 | 90 | 2005 | ||||||||||||||||||||||||||
Newington, CT | (G | ) | 911 | 1,584 | 26 | 911 | 1,610 | 2,521 | 77 | 2005 | ||||||||||||||||||||||||||
Old Saybrook, CT | (G | ) | 3,092 | 5,374 | 160 | 3,094 | 5,532 | 8,626 | 263 | 2005 |
F-38
|
|
|
|
|
|
|
|
|
| Gross Carrying Amount |
|
|
|
| |||||||||||||
|
|
|
|
|
| Initial Cost |
| Costs Sub- |
| at December 31, 2007 |
|
|
|
| |||||||||||||
Description |
| Square Footage |
| Encum- |
| Land |
| Building and |
| sequent to |
| Land |
| Building and |
| Total |
| Accumulated |
| Year Acquired / | |||||||
San Bernardino VII, CA |
| 83,507 |
| (E) |
| $ | 1,872 |
| $ | 5,391 |
| $ | 34 |
| $ | 1,872 |
| $ | 5,426 |
| $ | 7,297 |
| $ | 835 |
| 2005 |
San Bernardino VIII, CA |
| 56,820 |
|
|
| 783 |
| 3,583 |
| 138 |
| 783 |
| 3,721 |
| 4,504 |
| 382 |
| 2006 | |||||||
San Bernardino IX, CA |
| 117,928 |
|
|
| 1,205 |
| 5,518 |
| 119 |
| 1,205 |
| 5,636 |
| 6,841 |
| 581 |
| 2006 | |||||||
San Bernardino X, CA |
| 78,839 |
|
|
| 1,475 |
| 6,753 |
| 185 |
| 1,476 |
| 6,937 |
| 8,413 |
| 711 |
| 2006 | |||||||
San Bernardino XI, CA |
| 112,154 |
|
|
| 1,691 |
| 7,741 |
| 165 |
| 1,692 |
| 7,905 |
| 9,597 |
| 814 |
| 2006 | |||||||
San Marcos, CA |
| 37,430 |
| (G |
| 775 |
| 2,288 |
| 48 |
| 776 |
| 2,335 |
| 3,111 |
| 322 |
| 2005 | |||||||
Santa Ana, CA |
| 65,528 |
|
|
| 1,223 |
| 5,600 |
| 144 |
| 1,223 |
| 5,744 |
| 6,967 |
| 588 |
| 2006 | |||||||
South Palmetto, CA |
| 80,505 |
|
|
| 292 |
| 3,289 |
| 1,818 |
| 688 |
| 4,711 |
| 5,399 |
| 1,076 |
| 1998 | |||||||
South Sacramento, CA |
| 52,290 |
| (C) |
| 790 |
| 2,319 |
| 109 |
| 791 |
| 2,428 |
| 3,219 |
| 334 |
| 2005 | |||||||
Spring Valley, CA |
| 55,070 |
|
|
| 1,178 |
| 5,394 |
| 285 |
| 1,178 |
| 5,679 |
| 6,857 |
| 577 |
| 2006 | |||||||
Sun City, CA |
| 38,435 |
|
|
| 140 |
| 1,579 |
| 894 |
| 324 |
| 2,289 |
| 2,613 |
| 554 |
| 1998 | |||||||
Temecula I, CA |
| 81,740 |
|
|
| 660 |
| 4,735 |
| 1,104 |
| 911 |
| 5,588 |
| 6,499 |
| 1,252 |
| 1998 | |||||||
Temecula II, CA |
| 84,580 |
| (K) |
| 3,080 |
| 5,839 |
| (103 | ) | 3,080 |
| 5,626 |
| 8,815 |
| 104 |
| 2007 | |||||||
Thousand Palms, CA |
| 76,336 |
|
|
| 1,493 |
| 6,835 |
| 263 |
| 1,493 |
| 7,098 |
| 8,591 |
| 728 |
| 2006 | |||||||
Vista I, CA |
| 74,405 |
| (D) |
| 711 |
| 4,076 |
| 2,032 |
| 1,118 |
| 5,701 |
| 6,819 |
| 1,298 |
| 2001 | |||||||
Vista II, CA |
| 147,721 |
|
|
| 4,629 |
| 13,599 |
| 54 |
| 4,629 |
| 13,653 |
| 18,282 |
| 1,624 |
| 2005 | |||||||
Walnut, CA |
| 50,708 |
|
|
| 1,578 |
| 4,635 |
| 173 |
| 1,595 |
| 4,792 |
| 6,386 |
| 568 |
| 2005 | |||||||
West Sacramento, CA |
| 39,715 |
|
|
| 1,222 |
| 3,590 |
| 81 |
| 1,222 |
| 3,671 |
| 4,893 |
| 433 |
| 2005 | |||||||
Westminster, CA |
| 68,048 |
| (G) |
| 1,740 |
| 5,142 |
| 111 |
| 1,743 |
| 5,250 |
| 6,993 |
| 727 |
| 2005 | |||||||
Yucaipa, CA |
| 77,560 |
| (F) |
| 198 |
| 2,221 |
| 1,454 |
| 525 |
| 3,348 |
| 3,873 |
| 860 |
| 1997 | |||||||
Aurora I, CO |
| 75,867 |
| (C) |
| 1,343 |
| 2,986 |
| 181 |
| 1,343 |
| 3,167 |
| 4,510 |
| 446 |
| 2005 | |||||||
Aurora II, CO |
| 57,753 |
|
|
| 736 |
| 1,637 |
| 254 |
| 736 |
| 1,891 |
| 2,627 |
| 244 |
| 2005 | |||||||
Aurora III, CO |
| 28,730 |
|
|
| 352 |
| 783 |
| 159 |
| 352 |
| 942 |
| 1,294 |
| 122 |
| 2005 | |||||||
Aurora IV, CO |
| 49,700 |
|
|
| 752 |
| 3,066 |
| 108 |
| 753 |
| 3,173 |
| 3,927 |
| 356 |
| 2006 | |||||||
Boulder I, CO |
| 47,296 |
|
|
| 1,005 |
| 4,095 |
| 209 |
| 1,005 |
| 4,304 |
| 5,309 |
| 421 |
| 2006 | |||||||
Boulder II, CO |
| 101,245 |
|
|
| 2,556 |
| 10,416 |
| 180 |
| 2,556 |
| 10,596 |
| 13,152 |
| 1,029 |
| 2006 | |||||||
Boulder III, CO |
| 80,174 |
|
|
| 1,370 |
| 5,581 |
| 149 |
| 1,370 |
| 5,730 |
| 7,100 |
| 558 |
| 2006 | |||||||
Boulder IV, CO |
| 95,148 |
|
|
| 2,102 |
| 8,563 |
| 135 |
| 2,102 |
| 8,699 |
| 10,800 |
| 845 |
| 2006 | |||||||
Colorado Springs I, CO |
| 47,975 |
|
|
| 771 |
| 1,717 |
| 160 |
| 771 |
| 1,877 |
| 2,648 |
| 242 |
| 2005 | |||||||
Colorado Springs II, CO |
| 62,400 |
| 1,999 |
| 657 |
| 2,674 |
| 162 |
| 656 |
| 2,837 |
| 3,493 |
| 233 |
| 2006 | |||||||
Denver I, CO |
| 58,050 |
|
|
| 1,105 |
| 2,459 |
| 109 |
| 1,105 |
| 2,568 |
| 3,673 |
| 334 |
| 2005 | |||||||
Denver II, CO |
| 59,200 |
|
|
| 673 |
| 2,741 |
| 104 |
| 674 |
| 2,845 |
| 3,518 |
| 322 |
| 2006 | |||||||
Denver III, CO |
| 63,700 |
|
|
| 732 |
| 2,982 |
| 127 |
| 733 |
| 3,108 |
| 3,841 |
| 352 |
| 2006 | |||||||
Englewood, CO |
| 51,000 |
|
|
| 981 |
| 2,183 |
| 115 |
| 981 |
| 2,298 |
| 3,278 |
| 305 |
| 2005 | |||||||
Federal Heights, CO |
| 54,770 |
| (C) |
| 878 |
| 1,953 |
| 80 |
| 879 |
| 2,032 |
| 2,911 |
| 291 |
| 2005 | |||||||
Golden, CO |
| 87,832 |
| (C) |
| 1,683 |
| 3,744 |
| 205 |
| 1,684 |
| 3,948 |
| 5,632 |
| 551 |
| 2005 | |||||||
Littleton I , CO |
| 53,490 |
| (C) |
| 1,268 |
| 2,820 |
| 118 |
| 1,268 |
| 2,938 |
| 4,206 |
| 411 |
| 2005 | |||||||
Littleton II, CO |
| 46,175 |
|
|
| 1,121 |
| 2,495 |
| 127 |
| 1,121 |
| 2,622 |
| 3,743 |
| 346 |
| 2005 | |||||||
Northglenn, CO |
| 52,102 |
| (C) |
| 862 |
| 1,917 |
| 103 |
| 862 |
| 2,020 |
| 2,882 |
| 288 |
| 2005 | |||||||
Bloomfield, CT |
| 48,700 |
|
|
| 78 |
| 880 |
| 2,193 |
| 360 |
| 2,791 |
| 3,151 |
| 675 |
| 1997 | |||||||
Branford, CT |
| 49,079 |
|
|
| 217 |
| 2,433 |
| 1,021 |
| 504 |
| 3,166 |
| 3,671 |
| 1,043 |
| 1995 | |||||||
Bristol, CT |
| 47,825 |
| (E) |
| 1,819 |
| 3,161 |
| 53 |
| 1,819 |
| 3,213 |
| 5,033 |
| 529 |
| 2005 | |||||||
East Windsor, CT |
| 45,900 |
| (A) |
| 744 |
| 1,294 |
| 239 |
| 744 |
| 1,519 |
| 2,278 |
| 236 |
| 2005 | |||||||
Enfield, CT |
| 52,775 |
| (D) |
| 424 |
| 2,424 |
| 282 |
| 473 |
| 2,657 |
| 3,130 |
| 923 |
| 2001 | |||||||
Gales Ferry, CT |
| 54,230 |
|
|
| 240 |
| 2,697 |
| 1,312 |
| 489 |
| 3,760 |
| 4,249 |
| 1,247 |
| 1995 | |||||||
Manchester I, CT |
| 47,125 |
| (D) |
| 540 |
| 3,096 |
| 292 |
| 563 |
| 3,365 |
| 3,928 |
| 1,120 |
| 2002 | |||||||
Manchester II, CT |
| 52,725 |
| (E) |
| 996 |
| 1,730 |
| 83 |
| 996 |
| 1,811 |
| 2,809 |
| 293 |
| 2005 | |||||||
Milford, CT |
| 44,885 |
|
|
| 87 |
| 1,050 |
| 1,049 |
| 274 |
| 1,912 |
| 2,186 |
| 529 |
| 1994 | |||||||
Monroe, CT |
| 58,500 |
| (E) |
| 2,004 |
| 3,483 |
| 439 |
| 2,004 |
| 3,837 |
| 5,926 |
| 605 |
| 2005 | |||||||
Mystic, CT |
| 50,800 |
|
|
| 136 |
| 1,645 |
| 1,692 |
| 410 |
| 3,030 |
| 3,473 |
| 854 |
| 1994 | |||||||
Newington I, CT |
| 42,620 |
| (E) |
| 1,059 |
| 1,840 |
| 64 |
| 1,059 |
| 1,904 |
| 2,962 |
| 312 |
| 2005 | |||||||
Newington II, CT |
| 35,810 |
| (E) |
| 911 |
| 1,584 |
| 60 |
| 911 |
| 1,644 |
| 2,555 |
| 272 |
| 2005 | |||||||
Old Saybrook I, CT |
| 87,700 |
| (E) |
| 3,092 |
| 5,374 |
| 218 |
| 3,092 |
| 5,592 |
| 8,684 |
| 918 |
| 2005 | |||||||
Old Saybrook II, CT |
| 26,425 |
| (E) |
| 1,135 |
| 1,973 |
| 110 |
| 1,135 |
| 2,083 |
| 3,218 |
| 343 |
| 2005 | |||||||
South Windsor, CT |
| 71,725 |
|
|
| 90 |
| 1,127 |
| 1,041 |
| 272 |
| 1,985 |
| 2,258 |
| 538 |
| 1994 | |||||||
Stamford, CT |
| 28,957 |
| (E) |
| 1,941 |
| 3,374 |
| 52 |
| 1,941 |
| 3,426 |
| 5,367 |
| 565 |
| 2005 | |||||||
Boca Raton, FL |
| 37,958 |
| (F) |
| 529 |
| 3,054 |
| 1,456 |
| 813 |
| 4,226 |
| 5,039 |
| 1,196 |
| 2001 | |||||||
Boynton Beach I, FL |
| 62,013 |
| (E) |
| 667 |
| 3,796 |
| 1,581 |
| 958 |
| 5,086 |
| 6,044 |
| 1,478 |
| 2001 | |||||||
Boynton Beach II, FL |
| 61,841 |
| (A) |
| 1,030 |
| 2,968 |
| 192 |
| 1,030 |
| 3,160 |
| 4,190 |
| 440 |
| 2005 | |||||||
Bradenton I, FL |
| 68,502 |
|
|
| 1,180 |
| 3,324 |
| 115 |
| 1,180 |
| 3,439 |
| 4,619 |
| 558 |
| 2004 | |||||||
Bradenton II, FL |
| 87,760 |
|
|
| 1,931 |
| 5,561 |
| 239 |
| 1,931 |
| 5,801 |
| 7,731 |
| 938 |
| 2004 | |||||||
Cape Coral, FL |
| 76,592 |
| (F) |
| 472 |
| 2,769 |
| 2,261 |
| 830 |
| 4,672 |
| 5,502 |
| 1,341 |
| 2000 | |||||||
Dania Beach, FL |
| 183,393 |
|
|
| 3,584 |
| 10,324 |
| 369 |
| 3,584 |
| 10,685 |
| 14,277 |
| 1,747 |
| 2004 | |||||||
Dania, FL |
| 58,270 |
|
|
| 205 |
| 2,068 |
| 1,302 |
| 481 |
| 3,094 |
| 3,575 |
| 872 |
| 1994 | |||||||
Davie, FL |
| 81,035 |
| (D) |
| 1,268 |
| 7,183 |
| 603 |
| 1,373 |
| 7,682 |
| 9,054 |
| 2,452 |
| 2001 | |||||||
Deerfield Beach, FL |
| 57,600 |
| (A) |
| 946 |
| 2,999 |
| 1,799 |
| 1,311 |
| 4,433 |
| 5,744 |
| 902 |
| 1998 | |||||||
DeLand, FL |
| 37,552 |
|
|
| 113 |
| 1,258 |
| 734 |
| 286 |
| 1,819 |
| 2,105 |
| 427 |
| 1998 | |||||||
Delray Beach, FL |
| 67,809 |
| (A) |
| 798 |
| 4,539 |
| 562 |
| 883 |
| 5,017 |
| 5,899 |
| 1,644 |
| 2001 | |||||||
Fernandina Beach, FL |
| 111,030 |
|
|
| 189 |
| 2,111 |
| 3,346 |
| 523 |
| 3,871 |
| 5,646 |
| 1,314 |
| 1996 | |||||||
Ft. Lauderdale, FL |
| 70,596 |
| (D) |
| 937 |
| 3,646 |
| 2,202 |
| 1,384 |
| 5,401 |
| 6,785 |
| 1,134 |
| 1999 | |||||||
Ft. Myers, FL |
| 67,546 |
| (A) |
| 303 |
| 3,329 |
| 334 |
| 328 |
| 3,637 |
| 3,966 |
| 1,213 |
| 1998 | |||||||
Gulf Breeze, FL |
| 79,449 |
|
|
| 2,035 |
| 5,863 |
| 76 |
| 2,035 |
| 5,940 |
| 7,975 |
| 686 |
| 2005 | |||||||
Jacksonville I, FL |
| 80,401 |
|
|
| 1,862 |
| 5,362 |
| 31 |
| 1,862 |
| 5,392 |
| 7,255 |
| 602 |
| 2005 | |||||||
Jacksonville II, FL |
| 65,020 |
|
|
| 950 |
| 7,004 |
| (666 | ) | 950 |
| 5,671 |
| 7,288 |
| 114 |
| 2007 | |||||||
Jacksonville III, FL |
| 65,603 |
|
|
| 860 |
| 7,409 |
| (571 | ) | 860 |
| 6,267 |
| 7,699 |
| 123 |
| 2007 | |||||||
Jacksonville IV, FL |
| 78,604 |
| (K) |
| 870 |
| 8,049 |
| (40 | ) | 870 |
| 7,965 |
| 8,878 |
| 145 |
| 2007 | |||||||
Jacksonville V, FL |
| 81,860 |
|
|
| 1,220 |
| 8,210 |
| (533 | ) | 1,220 |
| 7,141 |
| 8,897 |
| 138 |
| 2007 | |||||||
Lake Worth, FL |
| 163,683 |
| (F) |
| 183 |
| 6,597 |
| 5,149 |
| 183 |
| 11,746 |
| 11,929 |
| 3,926 |
| 1998 | |||||||
Lakeland I, FL |
| 48,911 |
| (A) |
| 81 |
| 896 |
| 940 |
| 256 |
| 1,661 |
| 1,917 |
| 606 |
| 1994 | |||||||
Lakeland II, FL |
| 47,680 |
|
|
| 49 |
| 551 |
| 487 |
| 103 |
| 983 |
| 1,087 |
| 307 |
| 1996 | |||||||
F-32
|
|
|
|
|
|
|
|
|
| Gross Carrying Amount |
|
|
|
| |||||||||||||
|
|
|
|
|
| Initial Cost |
| Costs Sub- |
| at December 31, 2007 |
|
|
|
| |||||||||||||
Description |
| Square Footage |
| Encum- |
| Land |
| Building and |
| sequent to |
| Land |
| Building and |
| Total |
| Accumulated |
| Year Acquired / | |||||||
Leesburg, FL |
| 59,840 |
|
|
| $ | 96 |
| $ | 1,079 |
| $ | 786 |
| $ | 214 |
| $ | 1,257 |
| $ | 1,961 |
| $ | 542 |
| 1997 |
Kendall, FL |
| 75,395 |
| (K) |
| 2,350 |
| 8,106 |
| (765 | ) | 2,350 |
| 6,573 |
| 9,691 |
| 133 |
| 2007 | |||||||
Lutz I, FL |
| 72,495 |
|
|
| 901 |
| 2,478 |
| 78 |
| 901 |
| 2,556 |
| 3,457 |
| 419 |
| 2004 | |||||||
Lutz II, FL |
| 69,292 |
|
|
| 992 |
| 2,868 |
| 115 |
| 992 |
| 2,983 |
| 3,975 |
| 482 |
| 2004 | |||||||
Margate I, FL |
| 54,405 |
| (A) |
| 161 |
| 1,763 |
| 1,551 |
| 399 |
| 3,076 |
| 3,475 |
| 869 |
| 1994 | |||||||
Margate II, FL |
| 65,168 |
|
|
| 132 |
| 1,473 |
| 1,667 |
| 383 |
| 2,889 |
| 3,272 |
| 731 |
| 1996 | |||||||
Merrit Island, FL |
| 50,427 |
| (A) |
| 716 |
| 2,983 |
| 433 |
| 796 |
| 3,336 |
| 4,132 |
| 963 |
| 2000 | |||||||
Miami I, FL |
| 46,925 |
| (D) |
| 179 |
| 1,999 |
| 1,566 |
| 484 |
| 3,261 |
| 3,744 |
| 1,007 |
| 1995 | |||||||
Miami II, FL |
| 57,040 |
|
|
| 188 |
| 2,052 |
| 656 |
| 286 |
| 2,609 |
| 2,896 |
| 873 |
| 1994 | |||||||
Miami III, FL |
| 67,060 |
| (E) |
| 253 |
| 2,544 |
| 1,339 |
| 561 |
| 3,575 |
| 4,136 |
| 1,039 |
| 1994 | |||||||
Miami IV, FL |
| 58,315 |
|
|
| 193 |
| 2,174 |
| 1,786 |
| 516 |
| 3,638 |
| 4,153 |
| 1,107 |
| 1995 | |||||||
Miami V, FL |
| 78,465 |
|
|
| 193 |
| 2,165 |
| 981 |
| 364 |
| 2,974 |
| 3,339 |
| 881 |
| 1995 | |||||||
Miami VI, FL |
| 150,510 |
|
|
| 4,577 |
| 13,185 |
| 148 |
| 4,577 |
| 13,333 |
| 17,910 |
| 1,540 |
| 2005 | |||||||
Naples I, FL |
| 48,050 |
|
|
| 90 |
| 1,010 |
| 2,238 |
| 270 |
| 3,067 |
| 3,338 |
| 848 |
| 1996 | |||||||
Naples II, FL |
| 65,850 |
| (E) |
| 148 |
| 1,652 |
| 4,119 |
| 558 |
| 5,361 |
| 5,919 |
| 1,292 |
| 1997 | |||||||
Naples III, FL |
| 81,145 |
| (A) |
| 139 |
| 1,561 |
| 3,632 |
| 598 |
| 4,734 |
| 5,332 |
| 1,608 |
| 1997 | |||||||
Naples IV, FL |
| 40,975 |
|
|
| 262 |
| 2,980 |
| 442 |
| 407 |
| 3,277 |
| 3,684 |
| 900 |
| 1998 | |||||||
Ocala, FL |
| 41,891 |
|
|
| 55 |
| 558 |
| 526 |
| 155 |
| 985 |
| 1,139 |
| 279 |
| 1994 | |||||||
Ocoee, FL |
| 76,250 |
|
|
| 1,286 |
| 3,705 |
| 78 |
| 1,286 |
| 3,783 |
| 5,069 |
| 523 |
| 2005 | |||||||
Orange City, FL |
| 59,636 |
|
|
| 1,191 |
| 3,209 |
| 60 |
| 1,191 |
| 3,269 |
| 4,460 |
| 538 |
| 2004 | |||||||
Orlando I, FL |
| 52,170 |
|
|
| 187 |
| 2,088 |
| 450 |
| 240 |
| 2,485 |
| 2,725 |
| 943 |
| 1997 | |||||||
Orlando II, FL |
| 62,864 |
| (E) |
| 1,589 |
| 4,576 |
| 35 |
| 1,589 |
| 4,610 |
| 6,199 |
| 650 |
| 2005 | |||||||
Orlando III, FL |
| 104,165 |
|
|
| 1,209 |
| 7,768 |
| 124 |
| 1,209 |
| 7,892 |
| 9,102 |
| 645 |
| 2006 | |||||||
Oviedo, FL |
| 49,256 |
|
|
| 440 |
| 2,824 |
| 127 |
| 440 |
| 2,844 |
| 3,391 |
| 241 |
| 2006 | |||||||
Pembroke Pines, FL |
| 67,337 |
| (D) |
| 337 |
| 3,772 |
| 2,555 |
| 953 |
| 5,711 |
| 6,664 |
| 1,403 |
| 1997 | |||||||
Royal Palm Beach I, FL |
| 98,961 |
| (F) |
| 205 |
| 2,148 |
| 2,620 |
| 741 |
| 4,232 |
| 4,973 |
| 1,196 |
| 1994 | |||||||
Royal Palm Beach II, FL |
| 81,515 |
| (K) |
| 1,640 |
| 8,607 |
| (511 | ) | 1,640 |
| 7,582 |
| 9,736 |
| 146 |
| 2007 | |||||||
Sanford, FL |
| 61,810 |
|
|
| 453 |
| 2,911 |
| 77 |
| 453 |
| 2,989 |
| 3,442 |
| 245 |
| 2006 | |||||||
Sarasota, FL |
| 70,788 |
| (A) |
| 333 |
| 3,656 |
| 1,068 |
| 529 |
| 4,528 |
| 5,057 |
| 1,407 |
| 1998 | |||||||
St. Augustine, FL |
| 59,670 |
|
|
| 135 |
| 1,515 |
| 3,042 |
| 383 |
| 4,308 |
| 4,692 |
| 1,114 |
| 1996 | |||||||
Stuart I, FL |
| 41,324 |
|
|
| 154 |
| 1,726 |
| 1,154 |
| 319 |
| 2,704 |
| 3,034 |
| 893 |
| 1997 | |||||||
Stuart II, FL |
| 86,924 |
| (E) |
| 324 |
| 3,625 |
| 2,365 |
| 685 |
| 5,629 |
| 6,314 |
| 1,433 |
| 1997 | |||||||
SW Ranches, FL |
| 64,955 |
|
|
| 1,390 |
| 7,598 |
| (889 | ) | 1,390 |
| 5,818 |
| 8,099 |
| 121 |
| 2007 | |||||||
Tampa I, FL |
| 60,700 |
|
|
| 124 |
| 1,252 |
| 453 |
| 220 |
| 1,610 |
| 1,829 |
| 513 |
| 1994 | |||||||
Tampa II, FL |
| 55,997 |
|
|
| 330 |
| 1,887 |
| 475 |
| 330 |
| 2,350 |
| 2,692 |
| 728 |
| 2001 | |||||||
Tampa III, FL |
| 83,788 |
|
|
| 2,670 |
| 6,249 |
| (532 | ) | 2,670 |
| 5,182 |
| 8,387 |
| 103 |
| 2007 | |||||||
Vero Beach, FL |
| 50,390 |
|
|
| 159 |
| 1,783 |
| 404 |
| 259 |
| 2,087 |
| 2,346 |
| 349 |
| 1998/1997 | |||||||
West Palm Beach I, FL |
| 67,973 |
| 2,359 |
| 719 |
| 3,420 |
| 1,436 |
| 835 |
| 4,740 |
| 5,575 |
| 1,518 |
| 2001 | |||||||
West Palm Beach II, FL |
| 93,764 |
|
|
| 2,129 |
| 8,671 |
| 188 |
| 2,129 |
| 8,859 |
| 10,988 |
| 1,665 |
| 2004 | |||||||
Alpharetta, GA |
| 90,485 |
| (F) |
| 806 |
| 4,720 |
| 867 |
| 967 |
| 5,426 |
| 6,393 |
| 1,968 |
| 2001 | |||||||
Austell , GA |
| 83,615 |
|
|
| 1,635 |
| 4,711 |
| 135 |
| 1,643 |
| 4,838 |
| 6,481 |
| 353 |
| 2006 | |||||||
Decatur, GA |
| 148,480 |
|
|
| 616 |
| 6,776 |
| (99 | ) | 616 |
| 6,677 |
| 7,293 |
| 1,900 |
| 1998 | |||||||
Norcross, GA |
| 85,390 |
| (D) |
| 514 |
| 2,930 |
| 659 |
| 632 |
| 3,470 |
| 4,103 |
| 1,019 |
| 2001 | |||||||
Peachtree City, GA |
| 49,845 |
| 1,746 |
| 435 |
| 2,532 |
| 519 |
| 529 |
| 2,957 |
| 3,486 |
| 885 |
| 2001 | |||||||
Smyrna, GA |
| 56,820 |
| (F) |
| 750 |
| 4,271 |
| 113 |
| 750 |
| 4,384 |
| 5,134 |
| 1,496 |
| 2001 | |||||||
Snellville, GA |
| 79,950 |
|
|
| 1,660 |
| 4,781 |
| 91 |
| 1,660 |
| 4,872 |
| 6,532 |
| 251 |
| 2007 | |||||||
Suwanee I, GA |
| 85,450 |
|
|
| 1,737 |
| 5,010 |
| 86 |
| 1,737 |
| 5,096 |
| 6,832 |
| 261 |
| 2007 | |||||||
Suwanee II, GA |
| 79,640 |
| (K) |
| 800 |
| 6,942 |
| (336 | ) | 800 |
| 6,268 |
| 7,406 |
| 119 |
| 2007 | |||||||
Addison, IL |
| 31,275 |
| (I) |
| 428 |
| 3,531 |
| 167 |
| 428 |
| 3,698 |
| 4,126 |
| 590 |
| 2004 | |||||||
Aurora, IL |
| 73,845 |
|
|
| 644 |
| 3,652 |
| 41 |
| 644 |
| 3,693 |
| 4,337 |
| 608 |
| 2004 | |||||||
Bartlett, IL |
| 51,525 |
|
|
| 931 |
| 2,493 |
| 67 |
| 931 |
| 2,560 |
| 3,491 |
| 419 |
| 2004 | |||||||
Hanover, IL |
| 41,174 |
| (E) |
| 1,126 |
| 2,197 |
| 71 |
| 1,126 |
| 2,268 |
| 3,394 |
| 373 |
| 2004 | |||||||
Bellwood, IL |
| 86,575 |
| (E) |
| 1,012 |
| 5,768 |
| 519 |
| 1,012 |
| 6,287 |
| 7,299 |
| 2,087 |
| 2001 | |||||||
Des Plaines, IL |
| 74,600 |
| (I) |
| 1,564 |
| 4,327 |
| 157 |
| 1,564 |
| 4,484 |
| 6,048 |
| 727 |
| 2004 | |||||||
Elk Grove Village, IL |
| 64,304 |
| (I) |
| 1,446 |
| 3,535 |
| 201 |
| 1,446 |
| 3,736 |
| 5,182 |
| 615 |
| 2004 | |||||||
Glenview, IL |
| 100,115 |
| (I) |
| 3,740 |
| 10,367 |
| 100 |
| 3,740 |
| 10,467 |
| 14,207 |
| 1,713 |
| 2004 | |||||||
Gurnee, IL |
| 80,300 |
| (I) |
| 1,521 |
| 5,440 |
| 183 |
| 1,521 |
| 5,623 |
| 7,144 |
| 915 |
| 2004 | |||||||
Harvey, IL |
| 60,315 |
| (I) |
| 869 |
| 3,635 |
| 46 |
| 869 |
| 3,681 |
| 4,550 |
| 606 |
| 2004 | |||||||
Joliet, IL |
| 74,350 |
| (I) |
| 547 |
| 4,704 |
| 59 |
| 547 |
| 4,763 |
| 5,310 |
| 782 |
| 2004 | |||||||
Kildeer, IL |
| 46,475 |
| (I) |
| 2,102 |
| 2,187 |
| 82 |
| 2,102 |
| 2,269 |
| 4,371 |
| 368 |
| 2004 | |||||||
Lombard, IL |
| 57,736 |
| (I) |
| 1,305 |
| 3,938 |
| 488 |
| 1,305 |
| 4,426 |
| 5,731 |
| 696 |
| 2004 | |||||||
Mount Prospect, IL |
| 65,000 |
| (I) |
| 1,701 |
| 3,114 |
| 79 |
| 1,701 |
| 3,193 |
| 4,894 |
| 520 |
| 2004 | |||||||
Mundelein, IL |
| 44,700 |
| (I) |
| 1,498 |
| 2,782 |
| 74 |
| 1,498 |
| 2,856 |
| 4,354 |
| 471 |
| 2004 | |||||||
North Chicago, IL |
| 53,300 |
| (I) |
| 1,073 |
| 3,006 |
| 161 |
| 1,073 |
| 3,167 |
| 4,240 |
| 510 |
| 2004 | |||||||
Plainfield I, IL |
| 53,900 |
|
|
| 1,770 |
| 1,715 |
| 133 |
| 1,770 |
| 1,848 |
| 3,618 |
| 304 |
| 2004 | |||||||
Plainfield II, IL |
| 52,100 |
|
|
| 694 |
| 2,000 |
| 103 |
| 694 |
| 2,103 |
| 2,797 |
| 294 |
| 2005 | |||||||
Schaumburg, IL |
| 31,235 |
|
|
| 538 |
| 645 |
| 94 |
| 538 |
| 739 |
| 1,277 |
| 127 |
| 2004 | |||||||
Streamwood, IL |
| 64,305 |
| (A) |
| 1,447 |
| 1,662 |
| 152 |
| 1,447 |
| 1,814 |
| 3,261 |
| 300 |
| 2004 | |||||||
Warrensville, IL |
| 48,796 |
| (A) |
| 1,066 |
| 3,072 |
| 89 |
| 1,066 |
| 3,161 |
| 4,228 |
| 428 |
| 2005 | |||||||
Waukegan, IL |
| 79,750 |
| (I) |
| 1,198 |
| 4,363 |
| 94 |
| 1,198 |
| 4,457 |
| 5,655 |
| 732 |
| 2004 | |||||||
West Chicago, IL |
| 48,475 |
| (E) |
| 1,071 |
| 2,249 |
| 125 |
| 1,071 |
| 2,374 |
| 3,445 |
| 385 |
| 2004 | |||||||
Westmont, IL |
| 53,700 |
| (I |
| 1,155 |
| 3,873 |
| 41 |
| 1,155 |
| 3,914 |
| 5,069 |
| 643 |
| 2004 | |||||||
Wheeling I, IL |
| 54,210 |
| (A) |
| 857 |
| 3,213 |
| 137 |
| 857 |
| 3,350 |
| 4,207 |
| 551 |
| 2004 | |||||||
Wheeling II, IL |
| 67,825 |
| (I) |
| 793 |
| 3,816 |
| 175 |
| 793 |
| 3,991 |
| 4,784 |
| 650 |
| 2004 | |||||||
Woodridge, IL |
| 50,725 |
| (I) |
| 943 |
| 3,397 |
| 50 |
| 943 |
| 3,447 |
| 4,390 |
| 568 |
| 2004 | |||||||
Indianapolis I, IN |
| 43,600 |
| (I) |
| 1,871 |
| 1,230 |
| 65 |
| 1,871 |
| 1,295 |
| 3,166 |
| 220 |
| 2004 | |||||||
Indianapolis II, IN |
| 44,900 |
| (I) |
| 669 |
| 2,434 |
| 68 |
| 669 |
| 2,502 |
| 3,171 |
| 423 |
| 2004 | |||||||
Indianapolis III, IN |
| 60,850 |
| (I) |
| 1,229 |
| 2,834 |
| 40 |
| 1,229 |
| 2,874 |
| 4,103 |
| 473 |
| 2004 | |||||||
F-33
|
|
|
|
|
|
|
|
|
| Gross Carrying Amount |
|
|
|
| |||||||||||||
|
|
|
|
|
| Initial Cost |
|
|
| at December 31, 2007 |
|
|
|
| |||||||||||||
Description |
| Square Footage |
| Encum- |
| Land |
| Building and |
| Costs Sub-sequent |
| Land |
| Building and |
| Total |
| Accumulated |
| Year Acquired / | |||||||
Indianapolis IV, IN |
| 68,250 |
|
|
| $ | 641 |
| $ | 3,154 |
| $ | 4 |
| $ | 552 |
| $ | 3,247 |
| $ | 3,799 |
| $ | 533 |
| 2004 |
Indianapolis V, IN |
| 74,825 |
| (I) |
| 2,138 |
| 3,633 |
| 131 |
| 2,138 |
| 3,764 |
| 5,902 |
| 610 |
| 2004 | |||||||
Indianapolis VI, IN |
| 73,353 |
| (A) |
| 406 |
| 3,496 |
| 151 |
| 406 |
| 3,647 |
| 4,053 |
| 589 |
| 2004 | |||||||
Indianapolis VII, IN |
| 91,807 |
| (I) |
| 908 |
| 4,755 |
| 348 |
| 908 |
| 5,103 |
| 6,011 |
| 820 |
| 2004 | |||||||
Indianapolis VIII, IN |
| 80,140 |
| (I) |
| 887 |
| 3,548 |
| 101 |
| 887 |
| 3,649 |
| 4,536 |
| 599 |
| 2004 | |||||||
Indianapolis IX, IN |
| 61,732 |
| (I) |
| 1,133 |
| 4,103 |
| 150 |
| 1,133 |
| 4,253 |
| 5,386 |
| 689 |
| 2004 | |||||||
Baton Rouge I, LA |
| 55,474 |
|
|
| 112 |
| 1,248 |
| 497 |
| 208 |
| 1,649 |
| 1,857 |
| 487 |
| 1997 | |||||||
Baton Rouge II, LA |
| 80,452 |
| (A) |
| 150 |
| 1,558 |
| 1,272 |
| 331 |
| 2,649 |
| 2,980 |
| 840 |
| 1997 | |||||||
Baton Rouge III, LA |
| 60,770 |
|
|
| 133 |
| 1,487 |
| 625 |
| 271 |
| 1,974 |
| 2,245 |
| 561 |
| 1997 | |||||||
Prairieville, LA |
| 28,319 |
|
|
| 90 |
| 1,004 |
| 170 |
| 90 |
| 1,174 |
| 1,264 |
| 356 |
| 1998 | |||||||
Slidell, LA |
| 79,540 |
| (D) |
| 188 |
| 3,175 |
| 1,581 |
| 802 |
| 4,142 |
| 4,944 |
| 1,142 |
| 2001 | |||||||
Boston, MA |
| 60,270 |
| (F) |
| 1,516 |
| 8,628 |
| 186 |
| 1,516 |
| 8,814 |
| 10,330 |
| 2,882 |
| 2002 | |||||||
Leominster, MA |
| 54,081 |
| (D) |
| 90 |
| 1,519 |
| 2,319 |
| 338 |
| 3,591 |
| 3,928 |
| 905 |
| 1998 | |||||||
Medford, MA |
| 58,577 |
| (K) |
| 1,330 |
| 7,165 |
| (565 | ) | 1,330 |
| 6,033 |
| 7,930 |
| 119 |
| 2007 | |||||||
Baltimore, MD |
| 93,700 |
| (E) |
| 1,050 |
| 5,997 |
| 889 |
| 1,173 |
| 6,763 |
| 7,936 |
| 2,177 |
| 2001 | |||||||
California, MD |
| 77,678 |
|
|
| 1,486 |
| 4,280 |
| 62 |
| 1,486 |
| 4,342 |
| 5,828 |
| 709 |
| 2004 | |||||||
Gaithersburg, MD |
| 86,970 |
| 6,227 |
| 3,124 |
| 9,000 |
| 96 |
| 3,124 |
| 9,096 |
| 12,220 |
| 1,405 |
| 2005 | |||||||
Laurel, MD |
| 162,297 |
| (F) |
| 1,409 |
| 8,035 |
| 3,309 |
| 1,928 |
| 10,825 |
| 12,753 |
| 2,919 |
| 2001 | |||||||
Temple Hills, MD |
| 97,250 |
| (D) |
| 1,541 |
| 8,788 |
| 1,975 |
| 1,800 |
| 10,504 |
| 12,304 |
| 2,955 |
| 2001 | |||||||
Grand Rapids, MI |
| 87,031 |
| (A) |
| 185 |
| 1,821 |
| 1,345 |
| 325 |
| 3,027 |
| 3,351 |
| 1,064 |
| 1996 | |||||||
Portage, MI |
| 50,280 |
|
|
| 104 |
| 1,160 |
| 784 |
| 237 |
| 1,810 |
| 2,048 |
| 613 |
| 1996 | |||||||
Romulus, MI |
| 42,175 |
| (A) |
| 308 |
| 1,743 |
| 581 |
| 418 |
| 2,214 |
| 2,632 |
| 622 |
| 1997 | |||||||
Wyoming, MI |
| 91,283 |
| (A) |
| 191 |
| 2,135 |
| 956 |
| 354 |
| 2,928 |
| 3,282 |
| 1,074 |
| 1996 | |||||||
Biloxi, MS |
| 66,394 |
|
|
| 148 |
| 1,652 |
| 719 |
| 279 |
| 2,240 |
| 2,519 |
| 600 |
| 1997 | |||||||
Gautier, MS |
| 35,925 |
|
|
| 93 |
| 1,040 |
| 40 |
| 93 |
| 1,080 |
| 1,173 |
| 367 |
| 1997 | |||||||
Gulfport I, MS |
| 68,320 |
|
|
| 128 |
| 1,438 |
| 851 |
| 156 |
| 2,261 |
| 2,417 |
| 676 |
| 1997 | |||||||
Gulfport II, MS |
| 64,445 |
|
|
| 117 |
| 1,306 |
| 552 |
| 179 |
| 1,797 |
| 1,975 |
| 549 |
| 1997 | |||||||
Gulfport III, MS |
| 61,251 |
| (E) |
| 172 |
| 1,928 |
| 845 |
| 338 |
| 2,607 |
| 2,945 |
| 723 |
| 1997 | |||||||
Waveland, MS |
| 57,096 |
|
|
| 215 |
| 2,481 |
| (445 | ) | 392 |
| 1,859 |
| 2,251 |
| 155 |
| 1998 | |||||||
Belmont, NC |
| 80,512 |
|
|
| 385 |
| 2,196 |
| 502 |
| 451 |
| 2,632 |
| 3,083 |
| 843 |
| 2001 | |||||||
Burlington I, NC |
| 109,545 |
| (A) |
| 498 |
| 2,837 |
| 316 |
| 498 |
| 3,153 |
| 3,651 |
| 1,015 |
| 2001 | |||||||
Burlington II, NC |
| 42,280 |
|
|
| 320 |
| 1,829 |
| 228 |
| 340 |
| 2,037 |
| 2,377 |
| 641 |
| 2001 | |||||||
Cary, NC |
| 111,772 |
| (A) |
| 543 |
| 3,097 |
| 259 |
| 543 |
| 3,357 |
| 3,899 |
| 835 |
| 2001 | |||||||
Charlotte, NC |
| 69,000 |
| (F) |
| 782 |
| 4,429 |
| 1,354 |
| 1,068 |
| 5,497 |
| 6,565 |
| 1,466 |
| 1999 | |||||||
Fayetteville I, NC |
| 41,450 |
|
|
| 156 |
| 1,747 |
| 744 |
| 301 |
| 2,346 |
| 2,647 |
| 730 |
| 1997 | |||||||
Fayetteville II, NC |
| 54,225 |
| (F) |
| 213 |
| 2,301 |
| 699 |
| 399 |
| 2,813 |
| 3,213 |
| 772 |
| 1997 | |||||||
Raleigh, NC |
| 48,675 |
|
|
| 209 |
| 2,398 |
| 204 |
| 296 |
| 2,516 |
| 2,811 |
| 687 |
| 1998 | |||||||
Brick, NJ |
| 52,740 |
|
|
| 234 |
| 2,762 |
| 1,273 |
| 485 |
| 3,784 |
| 4,269 |
| 1,146 |
| 1994 | |||||||
Clifton, NJ |
| 105,550 |
| (A) |
| 4,346 |
| 12,520 |
| 109 |
| 4,346 |
| 12,629 |
| 16,975 |
| 1,621 |
| 2005 | |||||||
Cranford, NJ |
| 91,250 |
|
|
| 290 |
| 3,493 |
| 1,984 |
| 779 |
| 4,988 |
| 5,767 |
| 1,426 |
| 1994 | |||||||
East Hanover, NJ |
| 107,679 |
|
|
| 504 |
| 5,763 |
| 3,447 |
| 1,315 |
| 8,399 |
| 9,714 |
| 2,396 |
| 1994 | |||||||
Elizabeth, NJ |
| 38,892 |
|
|
| 751 |
| 2,164 |
| 202 |
| 751 |
| 2,366 |
| 3,117 |
| 289 |
| 2005 | |||||||
Fairview, NJ |
| 27,676 |
|
|
| 246 |
| 2,759 |
| 231 |
| 246 |
| 2,990 |
| 3,236 |
| 954 |
| 1997 | |||||||
Hamilton, NJ |
| 70,550 |
|
|
| 1,885 |
| 5,430 |
| 132 |
| 1,893 |
| 5,554 |
| 7,446 |
| 402 |
| 2006 | |||||||
Hoboken, NJ |
| 34,280 |
|
|
| 1,370 |
| 3,947 |
| 407 |
| 1,370 |
| 4,354 |
| 5,724 |
| 530 |
| 2005 | |||||||
Jersey City, NJ |
| 91,361 |
|
|
| 397 |
| 4,507 |
| 2,530 |
| 1,010 |
| 6,424 |
| 7,434 |
| 1,840 |
| 1994 | |||||||
Linden I, NJ |
| 95,575 |
|
|
| 517 |
| 6,008 |
| 2,864 |
| 1,170 |
| 8,219 |
| 9,389 |
| 2,365 |
| 1994 | |||||||
Linden II, NJ |
| 35,800 |
|
|
| — |
| 2 |
| 873 |
| 189 |
| 686 |
| 875 |
| 70 |
| 1994 | |||||||
Morris Township, NJ |
| 75,576 |
| (D) |
| 500 |
| 5,602 |
| 2,480 |
| 1,072 |
| 7,510 |
| 8,582 |
| 2,045 |
| 1997 | |||||||
Parsippany, NJ |
| 66,325 |
|
|
| 475 |
| 5,322 |
| 1,903 |
| 909 |
| 6,790 |
| 7,700 |
| 1,924 |
| 1997 | |||||||
Randolph, NJ |
| 52,565 |
| (D) |
| 855 |
| 4,872 |
| 1,229 |
| 1,108 |
| 5,848 |
| 6,956 |
| 1,781 |
| 2002 | |||||||
Sewell, NJ |
| 57,767 |
| (F) |
| 484 |
| 2,766 |
| 1,135 |
| 706 |
| 3,678 |
| 4,385 |
| 1,118 |
| 2001 | |||||||
Albuquerque I, NM |
| 65,927 |
| (C) |
| 1,039 |
| 3,395 |
| 167 |
| 1,039 |
| 3,562 |
| 4,601 |
| 515 |
| 2005 | |||||||
Albuquerque II, NM |
| 58,834 |
| (C) |
| 1,163 |
| 3,801 |
| 141 |
| 1,163 |
| 3,942 |
| 5,105 |
| 565 |
| 2005 | |||||||
Albuquerque III, NM |
| 41,016 |
|
|
| 519 |
| 1,697 |
| 174 |
| 519 |
| 1,870 |
| 2,390 |
| 267 |
| 2005 | |||||||
Albuquerque IV, NM |
| 57,536 |
| (C) |
| 664 |
| 2,171 |
| 156 |
| 664 |
| 2,327 |
| 2,991 |
| 335 |
| 2005 | |||||||
Albuquerque V, NM |
| 52,217 |
|
|
| 915 |
| 2,996 |
| 144 |
| 915 |
| 3,141 |
| 4,056 |
| 357 |
| 2006 | |||||||
Carlsbad, NM |
| 39,999 |
| (B) |
| 490 |
| 1,613 |
| 77 |
| 491 |
| 1,689 |
| 2,180 |
| 243 |
| 2005 | |||||||
Deming, NM |
| 33,005 |
| (B) |
| 338 |
| 1,114 |
| 78 |
| 339 |
| 1,192 |
| 1,531 |
| 173 |
| 2005 | |||||||
Las Cruces, NM |
| 43,850 |
| (B) |
| 611 |
| 2,012 |
| 98 |
| 612 |
| 2,109 |
| 2,721 |
| 304 |
| 2005 | |||||||
Lovington, NM |
| 15,751 |
| (B) |
| 222 |
| 740 |
| (189 | ) | 169 |
| 603 |
| 773 |
| 87 |
| 2005 | |||||||
Silver City, NM |
| 26,875 |
| (B) |
| 153 |
| 504 |
| 67 |
| 153 |
| 571 |
| 724 |
| 85 |
| 2005 | |||||||
Truth or Consequences, NM |
| 24,010 |
| (B) |
| 10 |
| 34 |
| 65 |
| 11 |
| 98 |
| 109 |
| 19 |
| 2005 | |||||||
Las Vegas I, NV |
| 50,882 |
|
|
| 1,851 |
| 2,986 |
| 161 |
| 1,851 |
| 3,147 |
| 4,998 |
| 314 |
| 2006 | |||||||
Las Vegas II, NV |
| 49,000 |
|
|
| 3,354 |
| 5,411 |
| 83 |
| 3,355 |
| 5,493 |
| 8,848 |
| 551 |
| 2006 | |||||||
Endicott, NY |
| 35,930 |
|
|
| 779 |
| 838 |
| 77 |
| 779 |
| 915 |
| 1,694 |
| 151 |
| 2005 | |||||||
Jamaica, NY |
| 89,455 |
| (D) |
| 2,043 |
| 11,658 |
| 346 |
| 2,043 |
| 12,004 |
| 14,047 |
| 3,931 |
| 2001 | |||||||
New Rochelle, NY |
| 48,431 |
| (A) |
| 1,673 |
| 4,827 |
| 83 |
| 1,673 |
| 4,910 |
| 6,583 |
| 681 |
| 2005 | |||||||
North Babylon, NY |
| 78,338 |
| (F) |
| 225 |
| 2,514 |
| 3,921 |
| 568 |
| 6,092 |
| 6,660 |
| 1,680 |
| 1998 | |||||||
Riverhead, NY |
| 38,690 |
|
|
| 1,068 |
| 1,149 |
| 97 |
| 1,068 |
| 1,246 |
| 2,314 |
| 207 |
| 2005 | |||||||
Southold, NY |
| 58,609 |
|
|
| 2,079 |
| 2,238 |
| 188 |
| 2,079 |
| 2,426 |
| 4,505 |
| 391 |
| 2005 | |||||||
Avon, CO |
| 28,227 |
|
|
| 1,012 |
| 2,252 |
| 88 |
| 1,012 |
| 2,340 |
| 3,351 |
| 308 |
| 2005 | |||||||
Boardman, OH |
| 65,495 |
| (F) |
| 64 |
| 745 |
| 2,095 |
| 287 |
| 2,617 |
| 2,904 |
| 1,292 |
| 1980 | |||||||
Brecksville, OH |
| 58,452 |
|
|
| 228 |
| 2,545 |
| 954 |
| 442 |
| 3,286 |
| 3,727 |
| 878 |
| 1998 | |||||||
F-34
Initial Cost | Gross Carrying Amount | |||||||||||||||||||||||||||||||||||
Building | Costs | at December 31, 2005 | ||||||||||||||||||||||||||||||||||
and | Subsequent | Building and | Accumulated | Year | ||||||||||||||||||||||||||||||||
Encum- | Improve- | to | Improve- | Depreciation | Acquired/ | |||||||||||||||||||||||||||||||
Description | brances | Land | ments | Acquisition | Land | ments | Total | (O) | Developed | |||||||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||||||||||||||
Old Saybrook, CT | (G | ) | 1,135 | 1,973 | 55 | 1,137 | 2,026 | 3,163 | 97 | 2005 | ||||||||||||||||||||||||||
South Windsor, CT | (B | ) | 90 | 1,127 | 933 | 272 | 1,878 | 2,150 | 408 | 1994 | ||||||||||||||||||||||||||
Stamford, CT | (G | ) | 1,941 | 3,374 | 40 | 1,943 | 3,412 | 5,355 | 163 | 2005 | ||||||||||||||||||||||||||
Boca Raton, FL | (C | ) | 529 | 3,054 | 1,453 | 813 | 4,223 | 5,036 | 944 | 2001 | ||||||||||||||||||||||||||
Boynton Beach, FL | (G | ) | 667 | 3,796 | 1,491 | 958 | 4,996 | 5,954 | 1,182 | 2001 | ||||||||||||||||||||||||||
Bradenton, FL | (N | ) | 1,931 | 5,561 | 79 | 1,931 | 5,640 | 7,571 | 338 | 2004 | ||||||||||||||||||||||||||
Bradenton, FL | (N | ) | 1,180 | 3,324 | 38 | 1,180 | 3,362 | 4,542 | 203 | 2004 | ||||||||||||||||||||||||||
Cape Coral, FL | (C | ) | 472 | 2,769 | 2,192 | 830 | 4,603 | 5,433 | 1,040 | 2000 | ||||||||||||||||||||||||||
Dania Beach, FL | (N | ) | 3,584 | 10,324 | 182 | 3,584 | 10,506 | 14,090 | 630 | 2004 | ||||||||||||||||||||||||||
Dania, FL | (N | ) | 205 | 2,068 | 1,187 | 481 | 2,979 | 3,460 | 664 | 1994 | ||||||||||||||||||||||||||
Davie, FL | (D | ) | 1,268 | 7,183 | 591 | 1,373 | 7,669 | 9,042 | 1,551 | 2001 | ||||||||||||||||||||||||||
Deerfield Beach, FL | (F | ) | 946 | 2,999 | 1,770 | 1,311 | 4,404 | 5,715 | 651 | 1998 | ||||||||||||||||||||||||||
DeLand, FL | (A | ) | 113 | 1,258 | 695 | 286 | 1,780 | 2,066 | 306 | 1998 | ||||||||||||||||||||||||||
Delray Beach, FL | (F | ) | 798 | 4,539 | 500 | 883 | 4,954 | 5,837 | 1,358 | 2001 | ||||||||||||||||||||||||||
Fernandina Beach, FL | (A | ) | 189 | 2,111 | 3,207 | 523 | 4,984 | 5,507 | 1,006 | 1996 | ||||||||||||||||||||||||||
Ft. Lauderdale, FL | (D | ) | 937 | 3,646 | 2,144 | 1,384 | 5,343 | 6,727 | 836 | 1999 | ||||||||||||||||||||||||||
Ft. Myers, FL | (F | ) | 303 | 3,329 | 252 | 328 | 3,556 | 3,884 | 1,002 | 1998 | ||||||||||||||||||||||||||
Gulf Breeze, FL | (N | ) | 2,035 | 5,863 | 5 | 2,035 | 5,868 | 7,903 | 76 | 2005 | ||||||||||||||||||||||||||
Jacksonville, FL | (N | ) | 1,862 | 5,362 | 9 | 1,862 | 5,371 | 7,233 | 46 | 2005 | ||||||||||||||||||||||||||
Lake Worth, FL | (C | ) | 183 | 6,597 | 4,893 | 183 | 11,490 | 11,673 | 3,063 | 1998 | ||||||||||||||||||||||||||
Lakeland I, FL | (F | ) | 81 | 896 | 891 | 256 | 1,612 | 1,868 | 498 | 1994 | ||||||||||||||||||||||||||
Lakeland II, FL | (N | ) | 49 | 551 | 376 | 103 | 873 | 976 | 244 | 1996 | ||||||||||||||||||||||||||
Leesburg, FL | (A | ) | 96 | 1,079 | 691 | 214 | 1,652 | 1,866 | 439 | 1997 | ||||||||||||||||||||||||||
Lutz, FL | (N | ) | 901 | 2,478 | 33 | 901 | 2,511 | 3,412 | 152 | 2004 | ||||||||||||||||||||||||||
Lutz, FL | (N | ) | 992 | 2,868 | 28 | 992 | 2,896 | 3,888 | 175 | 2004 | ||||||||||||||||||||||||||
Margate I, FL | (F | ) | 161 | 1,763 | 1,334 | 399 | 2,859 | 3,258 | 659 | 1994 | ||||||||||||||||||||||||||
Margate II, FL | (A | ) | 132 | 1,473 | 1,552 | 383 | 2,774 | 3,157 | 537 | 1996 | ||||||||||||||||||||||||||
Merrit Island, FL | (F | ) | 716 | 2,983 | 398 | 796 | 3,301 | 4,097 | 609 | 2000 | ||||||||||||||||||||||||||
Miami I, FL | (D | ) | 179 | 1,999 | 1,509 | 484 | 3,203 | 3,687 | 803 | 1995 | ||||||||||||||||||||||||||
Miami II, FL | (N | ) | 188 | 2,052 | 588 | 286 | 2,542 | 2,828 | 697 | 1994 | ||||||||||||||||||||||||||
Miami III, FL | (G | ) | 253 | 2,544 | 1,205 | 561 | 3,441 | 4,002 | 797 | 1994 | ||||||||||||||||||||||||||
Miami IV, FL | (N | ) | 193 | 2,174 | 1,644 | 516 | 3,495 | 4,011 | 910 | 1995 | ||||||||||||||||||||||||||
Miami V, FL | (A | ) | 193 | 2,165 | 826 | 364 | 2,820 | 3,184 | 674 | 1995 | ||||||||||||||||||||||||||
Miami, FL | (N | ) | 4,577 | 13,185 | 4 | 4,577 | 13,189 | 17,766 | 170 | 2005 | ||||||||||||||||||||||||||
Naples I, FL | (N | ) | 90 | 1,010 | 2,216 | 270 | 3,046 | 3,316 | 669 | 1996 | ||||||||||||||||||||||||||
Naples II, FL | (G | ) | 148 | 1,652 | 4,083 | 558 | 5,325 | 5,883 | 979 | 1997 | ||||||||||||||||||||||||||
Naples III, FL | (F | ) | 139 | 1,561 | 3,517 | 598 | 4,619 | 5,217 | 1,327 | 1997 | ||||||||||||||||||||||||||
Naples IV, FL | (A | ) | 262 | 2,980 | 374 | 407 | 3,209 | 3,616 | 691 | 1998 | ||||||||||||||||||||||||||
Ocala, FL | (N | ) | 55 | 558 | 463 | 155 | 921 | 1,076 | 206 | 1994 | ||||||||||||||||||||||||||
Ocoee, FL | (N | ) | 1,286 | 3,705 | 29 | 1,286 | 3,735 | 5,021 | 129 | 2005 | ||||||||||||||||||||||||||
Orange City, FL | (N | ) | 1,191 | 3,209 | 42 | 1,191 | 3,251 | 4,442 | 196 | 2004 | ||||||||||||||||||||||||||
Orlando, FL | (A | ) | 187 | 2,088 | 404 | 240 | 2,439 | 2,679 | 800 | 1997 | ||||||||||||||||||||||||||
Orlando, FL | (F | ) | 1,030 | 2,968 | 32 | 1,030 | 3,000 | 4,030 | 115 | 2005 | ||||||||||||||||||||||||||
Pembroke Pines, FL | (D | ) | 337 | 3,772 | 2,472 | 953 | 5,628 | 6,581 | 1,040 | 1997 | ||||||||||||||||||||||||||
Royal Palm Beach, FL | (C | ) | 205 | 2,148 | 2,522 | 742 | 4,133 | 4,875 | 1,278 | 1994 | ||||||||||||||||||||||||||
Sarasota, FL | (F | ) | 333 | 3,656 | 997 | 529 | 4,457 | 4,986 | 1,146 | 1998 | ||||||||||||||||||||||||||
St. Augustine, FL | (A | ) | 135 | 1,515 | 2,956 | 383 | 4,223 | 4,606 | 856 | 1996 | ||||||||||||||||||||||||||
Stuart I, FL | (A | ) | 154 | 1,726 | 1,085 | 319 | 2,646 | 2,965 | 728 | 1997 | ||||||||||||||||||||||||||
Stuart II, FL | (G | ) | 324 | 3,625 | 2,258 | 685 | 5,522 | 6,207 | 1,074 | 1997 |
F-39
|
|
|
|
|
|
|
|
|
| Gross Carrying Amount |
|
|
|
| |||||||||||||
|
|
|
|
|
| Initial Cost |
| Costs Sub- |
| at December 31, 2007 |
|
|
|
| |||||||||||||
Description |
| Square Footage |
| Encum- |
| Land |
| Building and |
| sequent to |
| Land |
| Building and |
| Total |
| Accumulated |
| Year Acquired / | |||||||
Canton I, OH |
| 39,750 |
|
|
| $ | 138 |
| $ | 679 |
| $ | 178 |
| $ | 137 |
| $ | 857 |
| $ | 995 |
| $ | 122 |
| 2005 |
Canton II, OH |
| 26,200 |
|
|
| 122 |
| 595 |
| 109 |
| 120 |
| 706 |
| 826 |
| 103 |
| 2005 | |||||||
Centerville I, OH |
| 86,390 |
| (I) |
| 471 |
| 3,705 |
| 110 |
| 471 |
| 3,815 |
| 4,286 |
| 617 |
| 2004 | |||||||
Centerville II, OH |
| 43,400 |
| (E) |
| 332 |
| 1,757 |
| 144 |
| 332 |
| 1,901 |
| 2,233 |
| 299 |
| 2004 | |||||||
Cleveland I, OH |
| 45,950 |
|
|
| 525 |
| 2,592 |
| 114 |
| 524 |
| 2,707 |
| 3,231 |
| 403 |
| 2005 | |||||||
Cleveland II, OH |
| 58,450 |
|
|
| 290 |
| 1,427 |
| 149 |
| 289 |
| 1,578 |
| 1,866 |
| 241 |
| 2005 | |||||||
Columbus , OH |
| 66,875 |
|
|
| 1,234 |
| 3,151 |
| (19 | ) | 1,239 |
| 3,127 |
| 4,366 |
| 256 |
| 2006 | |||||||
Dayton I, OH |
| 43,100 |
| (E) |
| 323 |
| 2,070 |
| 80 |
| 323 |
| 2,150 |
| 2,473 |
| 351 |
| 2004 | |||||||
Dayton II, OH |
| 48,149 |
|
|
| 441 |
| 2,176 |
| 122 |
| 440 |
| 2,298 |
| 2,739 |
| 339 |
| 2005 | |||||||
Euclid I, OH |
| 46,910 |
|
|
| 200 |
| 1,053 |
| 1,880 |
| 317 |
| 2,816 |
| 3,133 |
| 1,404 |
| 1988 | |||||||
Euclid II, OH |
| 47,275 |
|
|
| 359 |
| — |
| 1,630 |
| 461 |
| 1,528 |
| 1,989 |
| 348 |
| 1988 | |||||||
Grove City, OH |
| 89,290 |
|
|
| 1,756 |
| 4,485 |
| 82 |
| 1,761 |
| 4,562 |
| 6,324 |
| 358 |
| 2006 | |||||||
Hilliard, OH |
| 89,715 |
|
|
| 1,361 |
| 3,476 |
| 88 |
| 1,366 |
| 3,558 |
| 4,924 |
| 278 |
| 2006 | |||||||
Hudson, OH |
| 65,240 |
|
|
| 195 |
| 2,198 |
| 470 |
| 274 |
| 2,588 |
| 2,863 |
| 736 |
| 1998 | |||||||
Lakewood, OH |
| 39,267 |
|
|
| 405 |
| 854 |
| 441 |
| 405 |
| 1,295 |
| 1,700 |
| 678 |
| 1989 | |||||||
Louisville, OH |
| 53,960 |
|
|
| 257 |
| 1,260 |
| 110 |
| 255 |
| 1,372 |
| 1,627 |
| 204 |
| 2005 | |||||||
Marblehead, OH |
| 52,300 |
|
|
| 374 |
| 1,843 |
| 146 |
| 373 |
| 1,991 |
| 2,363 |
| 291 |
| 2005 | |||||||
Mason, OH |
| 33,900 |
|
|
| 127 |
| 1,419 |
| 56 |
| 149 |
| 1,452 |
| 1,602 |
| 447 |
| 1998 | |||||||
Mentor, OH |
| 51,275 |
|
|
| 206 |
| 1,011 |
| 1,385 |
| 204 |
| 2,398 |
| 2,602 |
| 211 |
| 2005 | |||||||
Miamisburg, OH |
| 59,930 |
| (I) |
| 375 |
| 2,410 |
| 101 |
| 375 |
| 2,511 |
| 2,886 |
| 413 |
| 2004 | |||||||
Middleburg Heights, OH |
| 93,025 |
|
|
| 63 |
| 704 |
| 1,864 |
| 332 |
| 2,299 |
| 2,631 |
| 601 |
| 1980 | |||||||
North Canton I, OH |
| 45,400 |
|
|
| 209 |
| 846 |
| 500 |
| 299 |
| 1,255 |
| 1,555 |
| 807 |
| 1979 | |||||||
North Canton II, OH |
| 44,180 |
|
|
| 70 |
| 1,226 |
| 1 |
| 239 |
| 1,058 |
| 1,297 |
| 226 |
| 1983 | |||||||
North Olmsted I, OH |
| 48,665 |
|
|
| 63 |
| 704 |
| 1,134 |
| 214 |
| 1,687 |
| 1,901 |
| 516 |
| 1979 | |||||||
North Olmsted II, OH |
| 47,850 |
| (F) |
| 290 |
| 1,129 |
| 1,016 |
| 469 |
| 1,964 |
| 2,435 |
| 896 |
| 1988 | |||||||
North Randall, OH |
| 80,099 |
| (F) |
| 515 |
| 2,323 |
| 2,778 |
| 898 |
| 4,718 |
| 5,616 |
| 1,246 |
| 1998 | |||||||
Perry, OH |
| 63,850 |
|
|
| 290 |
| 1,427 |
| 106 |
| 288 |
| 1,535 |
| 1,823 |
| 231 |
| 2005 | |||||||
Reynoldsburg, OH |
| 67,545 |
|
|
| 1,290 |
| 3,295 |
| 84 |
| 1,295 |
| 3,375 |
| 4,670 |
| 264 |
| 2006 | |||||||
Strongsville, OH |
| 43,727 |
| (K) |
| 570 |
| 3,486 |
| (315 | ) | 570 |
| 2,855 |
| 3,741 |
| 57 |
| 2007 | |||||||
Warrensville Heights, OH |
| 90,331 |
|
|
| 525 |
| 766 |
| 2,839 |
| 935 |
| 3,195 |
| 4,130 |
| 722 |
| 1980 | |||||||
Westlake, OH |
| 62,750 |
|
|
| 509 |
| 2,508 |
| 123 |
| 508 |
| 2,632 |
| 3,140 |
| 397 |
| 2005 | |||||||
Willoughby, OH |
| 34,454 |
|
|
| 239 |
| 1,178 |
| 127 |
| 238 |
| 1,306 |
| 1,544 |
| 195 |
| 2005 | |||||||
Youngstown, OH |
| 65,950 |
| (A) |
| 67 |
| — |
| 1,687 |
| 204 |
| 1,550 |
| 1,754 |
| 809 |
| 1977 | |||||||
Levittown, PA |
| 76,230 |
| (F) |
| 926 |
| 5,296 |
| 788 |
| 926 |
| 6,084 |
| 7,010 |
| 1,907 |
| 2001 | |||||||
Philadelphia, PA |
| 100,347 |
| (D) |
| 1,461 |
| 8,334 |
| 718 |
| 1,461 |
| 9,052 |
| 10,513 |
| 3,642 |
| 2001 | |||||||
Alcoa, TN |
| 42,325 |
| (J) |
| 254 |
| 2,113 |
| 61 |
| 254 |
| 2,173 |
| 2,428 |
| 294 |
| 2005 | |||||||
Antioch, TN |
| 76,150 |
|
|
| 588 |
| 4,906 |
| 99 |
| 588 |
| 5,005 |
| 5,593 |
| 564 |
| 2005 | |||||||
Cordova I, TN |
| 54,225 |
| (G) |
| 296 |
| 2,482 |
| 142 |
| 297 |
| 2,624 |
| 2,920 |
| 358 |
| 2005 | |||||||
Cordova II, TN |
| 67,600 |
|
|
| 429 |
| 3,580 |
| 125 |
| 429 |
| 3,704 |
| 4,134 |
| 341 |
| 2006 | |||||||
Knoxville I, TN |
| 29,377 |
|
|
| 99 |
| 1,113 |
| 99 |
| 102 |
| 1,209 |
| 1,311 |
| 382 |
| 1997 | |||||||
Knoxville II, TN |
| 38,000 |
|
|
| 117 |
| 1,308 |
| 169 |
| 129 |
| 1,466 |
| 1,594 |
| 439 |
| 1997 | |||||||
Knoxville III, TN |
| 45,736 |
|
|
| 182 |
| 2,053 |
| 564 |
| 331 |
| 2,469 |
| 2,799 |
| 655 |
| 1998 | |||||||
Knoxville IV, TN |
| 58,852 |
|
|
| 158 |
| 1,771 |
| 592 |
| 310 |
| 2,211 |
| 2,521 |
| 553 |
| 1998 | |||||||
Knoxville V, TN |
| 42,790 |
|
|
| 134 |
| 1,493 |
| 392 |
| 235 |
| 1,784 |
| 2,019 |
| 514 |
| 1998 | |||||||
Knoxville VI, TN |
| 63,440 |
| (J) |
| 439 |
| 3,653 |
| 79 |
| 440 |
| 3,731 |
| 4,171 |
| 503 |
| 2005 | |||||||
Knoxville VII, TN |
| 54,994 |
| (J) |
| 312 |
| 2,594 |
| 83 |
| 312 |
| 2,677 |
| 2,989 |
| 362 |
| 2005 | |||||||
Knoxville VIII, TN |
| 96,518 |
| (J) |
| 585 |
| 4,869 |
| 107 |
| 586 |
| 4,975 |
| 5,561 |
| 670 |
| 2005 | |||||||
Memphis I, TN |
| 91,300 |
| (E) |
| 677 |
| 3,880 |
| 1,066 |
| 677 |
| 4,945 |
| 5,623 |
| 1,506 |
| 2001 | |||||||
Memphis II, TN |
| 71,960 |
|
|
| 395 |
| 2,276 |
| 160 |
| 395 |
| 2,436 |
| 2,831 |
| 830 |
| 2001 | |||||||
Memphis III, TN |
| 41,137 |
| (G) |
| 212 |
| 1,779 |
| 131 |
| 213 |
| 1,909 |
| 2,122 |
| 265 |
| 2005 | |||||||
Memphis IV, TN |
| 38,750 |
| (G) |
| 160 |
| 1,342 |
| 112 |
| 160 |
| 1,453 |
| 1,614 |
| 202 |
| 2005 | |||||||
Memphis V, TN |
| 60,370 |
| (G) |
| 209 |
| 1,753 |
| 398 |
| 210 |
| 2,150 |
| 2,360 |
| 263 |
| 2005 | |||||||
Memphis VI, TN |
| 109,317 |
|
|
| 462 |
| 3,851 |
| 235 |
| 462 |
| 4,086 |
| 4,548 |
| 375 |
| 2006 | |||||||
Memphis VII, TN |
| 115,303 |
|
|
| 215 |
| 1,792 |
| 289 |
| 215 |
| 2,081 |
| 2,296 |
| 188 |
| 2006 | |||||||
Memphis VIII, TN |
| 96,060 |
|
|
| 355 |
| 2,959 |
| 222 |
| 355 |
| 3,181 |
| 3,536 |
| 290 |
| 2006 | |||||||
Nashville I, TN |
| 106,930 |
|
|
| 405 |
| 3,379 |
| 193 |
| 405 |
| 3,572 |
| 3,977 |
| 400 |
| 2005 | |||||||
Nashville II, TN |
| 83,274 |
|
|
| 593 |
| 4,950 |
| 190 |
| 593 |
| 5,140 |
| 5,733 |
| 564 |
| 2005 | |||||||
Nashville III, TN |
| 99,600 |
|
|
| 416 |
| 3,469 |
| 137 |
| 416 |
| 3,607 |
| 4,023 |
| 388 |
| 2006 | |||||||
Nashville IV, TN |
| 102,425 |
|
|
| 992 |
| 8,274 |
| 126 |
| 992 |
| 8,400 |
| 9,392 |
| 897 |
| 2006 | |||||||
Austin I, TX |
| 59,520 |
|
|
| 2,239 |
| 2,038 |
| 62 |
| 2,239 |
| 2,100 |
| 4,338 |
| 258 |
| 2005 | |||||||
Austin II, TX |
| 65,401 |
|
|
| 734 |
| 3,894 |
| 120 |
| 738 |
| 4,009 |
| 4,748 |
| 369 |
| 2006 | |||||||
Austin III, TX |
| 71,030 |
|
|
| 1,030 |
| 5,468 |
| 119 |
| 1,035 |
| 5,582 |
| 6,617 |
| 418 |
| 2006 | |||||||
Baytown, TX |
| 38,950 |
|
|
| 946 |
| 863 |
| 59 |
| 948 |
| 921 |
| 1,868 |
| 127 |
| 2005 | |||||||
Bryan, TX |
| 60,450 |
|
|
| 1,394 |
| 1,268 |
| 77 |
| 1,396 |
| 1,343 |
| 2,739 |
| 184 |
| 2005 | |||||||
College Station, TX |
| 26,550 |
| (H) |
| 812 |
| 740 |
| 32 |
| 813 |
| 771 |
| 1,584 |
| 105 |
| 2005 | |||||||
Dallas, TX |
| 58,707 |
|
|
| 2,475 |
| 2,253 |
| 115 |
| 2,475 |
| 2,367 |
| 4,842 |
| 291 |
| 2005 | |||||||
Denton, TX |
| 60,836 |
| 2,062 |
| 553 |
| 2,936 |
| 75 |
| 569 |
| 2,995 |
| 3,564 |
| 215 |
| 2006 | |||||||
El Paso I, TX |
| 59,864 |
| (C) |
| 1,983 |
| 1,805 |
| 113 |
| 1,984 |
| 1,918 |
| 3,901 |
| 255 |
| 2005 | |||||||
El Paso II, TX |
| 48,692 |
| (C) |
| 1,319 |
| 1,201 |
| 74 |
| 1,320 |
| 1,274 |
| 2,594 |
| 169 |
| 2005 | |||||||
El Paso III, TX |
| 71,276 |
| (C) |
| 2,408 |
| 2,192 |
| 98 |
| 2,409 |
| 2,289 |
| 4,698 |
| 303 |
| 2005 | |||||||
El Paso IV, TX |
| 48,962 |
| (C) |
| 2,073 |
| 1,888 |
| (271 | ) | 2,074 |
| 1,616 |
| 3,690 |
| 265 |
| 2005 | |||||||
El Paso V, TX |
| 62,825 |
| (B) |
| 1,758 |
| 1,617 |
| 79 |
| 1,761 |
| 1,693 |
| 3,454 |
| 219 |
| 2005 | |||||||
El Paso VI, TX |
| 36,620 |
| (B) |
| 660 |
| 607 |
| 72 |
| 662 |
| 677 |
| 1,339 |
| 90 |
| 2005 | |||||||
El Paso VII, TX |
| 34,545 |
| (B) |
| 563 |
| 517 |
| 55 |
| 565 |
| 571 |
| 1,136 |
| 76 |
| 2005 | |||||||
Fort Worth I, TX |
| 49,778 |
|
|
| 1,253 |
| 1,141 |
| 68 |
| 1,253 |
| 1,208 |
| 2,462 |
| 149 |
| 2005 | |||||||
Fort Worth II, TX |
| 72,925 |
|
|
| 868 |
| 4,607 |
| 76 |
| 874 |
| 4,676 |
| 5,551 |
| 430 |
| 2006 | |||||||
Frisco I, TX |
| 50,854 |
| (A) |
| 1,093 |
| 3,148 |
| 33 |
| 1,093 |
| 3,181 |
| 4,274 |
| 439 |
| 2005 | |||||||
Frisco II, TX |
| 71,339 |
| 3,440 |
| 1,564 |
| 4,507 |
| 57 |
| 1,564 |
| 4,564 |
| 6,128 |
| 628 |
| 2005 | |||||||
F-35
|
|
|
|
|
|
|
|
|
| Gross Carrying Amount |
|
|
|
| ||||||||||||||
|
|
|
|
|
| Initial Cost |
|
|
| at December 31, 2007 |
|
|
|
| ||||||||||||||
Description |
| Square Footage |
| Encum- |
| Land |
| Building and |
| Costs Sub-sequent |
| Land |
| Building and |
| Total |
| Accumulated |
| Year Acquired / | ||||||||
Frisco III, TX |
| 72,275 |
|
|
| $ | 1,147 |
| $ | 6,088 |
| $ | 69 |
| $ | 1,154 |
| $ | 6,151 |
| $ | 7,305 |
| $ | 567 |
| 2006 |
|
Garland I, TX |
| 70,000 |
| 3,280 |
| 751 |
| 3,984 |
| 231 |
| 767 |
| 4,199 |
| 4,966 |
| 293 |
| 2006 |
| |||||||
Garland II, TX |
| 68,475 |
|
|
| 862 |
| 4,578 |
| 41 |
| 862 |
| 4,619 |
| 5,481 |
| 290 |
| 2006 |
| |||||||
Greenville I, TX |
| 59,385 |
|
|
| 1,848 |
| 1,682 |
| 43 |
| 1,848 |
| 1,725 |
| 3,573 |
| 215 |
| 2005 |
| |||||||
Greenville II, TX |
| 44,900 |
|
|
| 1,337 |
| 1,217 |
| 45 |
| 1,337 |
| 1,262 |
| 2,599 |
| 157 |
| 2005 |
| |||||||
Houston I, TX |
| 101,350 |
|
|
| 1,420 |
| 1,296 |
| 89 |
| 1,422 |
| 1,383 |
| 2,805 |
| 191 |
| 2005 |
| |||||||
Houston II, TX |
| 71,300 |
|
|
| 1,510 |
| 1,377 |
| 76 |
| 1,512 |
| 1,450 |
| 2,962 |
| 207 |
| 2005 |
| |||||||
Houston III, TX |
| 60,820 |
| 547 |
| 575 |
| 524 |
| 175 |
| 576 |
| 698 |
| 1,274 |
| 85 |
| 2005 |
| |||||||
Houston IV, TX |
| 43,775 |
| (H) |
| 960 |
| 875 |
| 67 |
| 961 |
| 941 |
| 1,902 |
| 126 |
| 2005 |
| |||||||
Houston V, TX |
| 127,145 |
| 4,477 |
| 1,153 |
| 6,122 |
| 193 |
| 1,156 |
| 6,312 |
| 7,468 |
| 421 |
| 2006 |
| |||||||
Keller, TX |
| 61,885 |
| 2,605 |
| 890 |
| 4,727 |
| 40 |
| 890 |
| 4,766 |
| 5,657 |
| 457 |
| 2006 |
| |||||||
La Porte, TX |
| 45,100 |
|
|
| 842 |
| 761 |
| 101 |
| 843 |
| 861 |
| 1,704 |
| 119 |
| 2005 |
| |||||||
Lewisville, TX |
| 58,465 |
| 1,874 |
| 476 |
| 2,525 |
| 99 |
| 492 |
| 2,608 |
| 3,100 |
| 186 |
| 2006 |
| |||||||
Mansfield, TX |
| 63,025 |
|
|
| 837 |
| 4,443 |
| 60 |
| 843 |
| 4,496 |
| 5,339 |
| 415 |
| 2006 |
| |||||||
McKinney I, TX |
| 47,020 |
| 1,374 |
| 1,632 |
| 1,486 |
| 62 |
| 1,634 |
| 1,546 |
| 3,180 |
| 186 |
| 2005 |
| |||||||
McKinney II, TX |
| 70,050 |
| 4,303 |
| 855 |
| 5,076 |
| 45 |
| 857 |
| 5,119 |
| 5,976 |
| 493 |
| 2006 |
| |||||||
North Richland Hills, TX |
| 57,025 |
|
|
| 2,252 |
| 2,049 |
| 56 |
| 2,252 |
| 2,105 |
| 4,357 |
| 259 |
| 2005 |
| |||||||
Roanoke, TX |
| 59,400 |
|
|
| 1,337 |
| 1,217 |
| 46 |
| 1,337 |
| 1,263 |
| 2,600 |
| 159 |
| 2005 |
| |||||||
San Antonio I, TX |
| 75,270 |
|
|
| 2,895 |
| 2,635 |
| 26 |
| 2,895 |
| 2,661 |
| 5,556 |
| 316 |
| 2005 |
| |||||||
San Antonio II, TX |
| 73,205 |
|
|
| 1,047 |
| 5,558 |
| 46 |
| 1,052 |
| 5,600 |
| 6,652 |
| 351 |
| 2006 |
| |||||||
San Antonio III, TX |
| 72,525 |
|
|
| 996 |
| 5,286 |
| 13 |
| 996 |
| 5,298 |
| 6,294 |
| 265 |
| 2007 |
| |||||||
Sherman I, TX |
| 55,050 |
| 1,599 |
| 1,904 |
| 1,733 |
| 53 |
| 1,906 |
| 1,785 |
| 3,690 |
| 215 |
| 2005 |
| |||||||
Sherman II, TX |
| 48,425 |
| 1,909 |
| 1,337 |
| 1,217 |
| 50 |
| 1,337 |
| 1,268 |
| 2,604 |
| 153 |
| 2005 |
| |||||||
Spring, TX |
| 72,801 |
|
|
| 580 |
| 3,081 |
| 38 |
| 580 |
| 3,119 |
| 3,700 |
| 299 |
| 2006 |
| |||||||
Murray I, UT |
| 60,280 |
| (C) |
| 3,847 |
| 1,017 |
| 122 |
| 3,848 |
| 1,137 |
| 4,985 |
| 157 |
| 2005 |
| |||||||
Murray II, UT |
| 71,421 |
| (C) |
| 2,147 |
| 567 |
| 189 |
| 2,148 |
| 755 |
| 2,903 |
| 98 |
| 2005 |
| |||||||
Salt Lake City I, UT |
| 56,446 |
| (C) |
| 2,695 |
| 712 |
| 144 |
| 2,696 |
| 855 |
| 3,552 |
| 120 |
| 2005 |
| |||||||
Salt Lake City II, UT |
| 53,676 |
| (C) |
| 2,074 |
| 548 |
| 119 |
| 2,075 |
| 666 |
| 2,741 |
| 93 |
| 2005 |
| |||||||
Fredericksburg I, VA |
| 69,450 |
|
|
| 1,680 |
| 4,840 |
| 224 |
| 1,680 |
| 5,063 |
| 6,744 |
| 514 |
| 2005 |
| |||||||
Fredericksburg II, VA |
| 61,493 |
|
|
| 1,757 |
| 5,062 |
| 283 |
| 1,758 |
| 5,344 |
| 7,102 |
| 532 |
| 2005 |
| |||||||
Milwaukee, WI |
| 58,515 |
| (I) |
| 375 |
| 4,333 |
| 113 |
| 375 |
| 4,446 |
| 4,821 |
| 731 |
| 2004 |
| |||||||
USIFB |
| 25,032 |
|
|
| — |
| 7,057 |
| — |
| — |
| 7,057 |
| 7,057 |
| — |
| 2007 |
| |||||||
Corporate Office |
| — |
|
|
| — |
| — |
| — |
| — |
| 6,202 |
| 6,316 |
| 2,542 |
| 1977 |
| |||||||
Construction in Progress |
| — |
|
|
| — |
| — |
| — |
| — |
| 5,482 |
| 5,482 |
| — |
|
|
| |||||||
|
| 26,144,216 |
|
|
| $ | 364,263 |
| $ | 1,339,432 |
| $ | 200,935 |
| $ | 393,715 |
| $ | 1,513,651 |
| $ | 1,916,396 |
| $ | 269,278 |
|
|
|
Initial Cost | Gross Carrying Amount | |||||||||||||||||||||||||||||||||||
Building | Costs | at December 31, 2005 | ||||||||||||||||||||||||||||||||||
and | Subsequent | Building and | Accumulated | Year | ||||||||||||||||||||||||||||||||
Encum- | Improve- | to | Improve- | Depreciation | Acquired/ | |||||||||||||||||||||||||||||||
Description | brances | Land | ments | Acquisition | Land | ments | Total | (O) | Developed | |||||||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||||||||||||||
Tampa I, FL | (N | ) | 124 | 1,252 | 359 | 220 | 1,515 | 1,735 | 402 | 1994 | ||||||||||||||||||||||||||
Tampa II, FL | (N | ) | 330 | 1,887 | 412 | 330 | 2,299 | 2,629 | 566 | 2001 | ||||||||||||||||||||||||||
Tampa, FL | (G | ) | 1,589 | 4,576 | 9 | 1,589 | 4,584 | 6,173 | 177 | 2005 | ||||||||||||||||||||||||||
Vero Beach, FL | (N | ) | 159 | 1,783 | 333 | 259 | 2,016 | 2,275 | 475 | 1998/1997 | ||||||||||||||||||||||||||
West Palm Beach, FL | 2,542 | 719 | 3,420 | 1,387 | 835 | 4,691 | 5,526 | 1,233 | 2001 | |||||||||||||||||||||||||||
West Palm Beach, FL | (N | ) | 2,129 | 8,671 | 96 | 2,129 | 8,767 | 10,896 | 605 | 2004 | ||||||||||||||||||||||||||
Alpharetta, GA | (C | ) | 806 | 4,720 | 788 | 967 | 5,347 | 6,314 | 1,458 | 2001 | ||||||||||||||||||||||||||
Decatur, GA | (A | ) | 616 | 6,776 | (463 | ) | 616 | 6,313 | 6,929 | 1,477 | 1998 | |||||||||||||||||||||||||
Norcross, GA | (D | ) | 514 | 2,930 | 608 | 632 | 3,420 | 4,052 | 733 | 2001 | ||||||||||||||||||||||||||
Peachtree City, GA | 1,859 | 435 | 2,532 | 477 | 529 | 2,915 | 3,444 | 647 | 2001 | |||||||||||||||||||||||||||
Smyrna, GA | (C | ) | 750 | 4,271 | 56 | 750 | 4,327 | 5,077 | 1,146 | 2001 | ||||||||||||||||||||||||||
Addison, IL | (E | ) | 428 | 3,531 | 57 | 428 | 3,588 | 4,016 | 215 | 2004 | ||||||||||||||||||||||||||
Aurora, IL | (N | ) | 644 | 3,652 | 30 | 644 | 3,682 | 4,326 | 221 | 2004 | ||||||||||||||||||||||||||
Bartlett, IL | (N | ) | 931 | 2,493 | 45 | 931 | 2,538 | 3,469 | 152 | 2004 | ||||||||||||||||||||||||||
Bartlett, IL | (G | ) | 1,126 | 2,197 | 53 | 1,126 | 2,250 | 3,376 | 135 | 2004 | ||||||||||||||||||||||||||
Bellwood, IL | (G | ) | 1,012 | 5,768 | 484 | 1,012 | 6,252 | 7,264 | 1,532 | 2001 | ||||||||||||||||||||||||||
Des Plaines, IL | (E | ) | 1,564 | 4,327 | 28 | 1,564 | 4,355 | 5,919 | 263 | 2004 | ||||||||||||||||||||||||||
Elk Grove Village, IL | (E | ) | 1,446 | 3,535 | 143 | 1,446 | 3,678 | 5,124 | 220 | 2004 | ||||||||||||||||||||||||||
Glenview, IL | (E | ) | 3,740 | 10,367 | 33 | 3,740 | 10,400 | 14,140 | 624 | 2004 | ||||||||||||||||||||||||||
Gurnee, IL | (E | ) | 1,521 | 5,440 | 128 | 1,521 | 5,568 | 7,089 | 329 | 2004 | ||||||||||||||||||||||||||
Harvey, IL | (E | ) | 869 | 3,635 | 40 | 869 | 3,675 | 4,544 | 221 | 2004 | ||||||||||||||||||||||||||
Joliet, IL | (E | ) | 547 | 4,704 | 39 | 547 | 4,743 | 5,290 | 286 | 2004 | ||||||||||||||||||||||||||
Lake Zurich, IL | (E | ) | 2,102 | 2,187 | 40 | 2,102 | 2,227 | 4,329 | 134 | 2004 | ||||||||||||||||||||||||||
Lombard, IL | (E | ) | 1,305 | 3,938 | 189 | 1,305 | 4,127 | 5,432 | 240 | 2004 | ||||||||||||||||||||||||||
Mount Prospect, IL | (E | ) | 1,701 | 3,114 | 52 | 1,701 | 3,166 | 4,867 | 190 | 2004 | ||||||||||||||||||||||||||
Mundelein, IL | (E | ) | 1,498 | 2,782 | 59 | 1,498 | 2,841 | 4,339 | 170 | 2004 | ||||||||||||||||||||||||||
North Chicago, IL | (E | ) | 1,073 | 3,006 | 55 | 1,073 | 3,061 | 4,134 | 184 | 2004 | ||||||||||||||||||||||||||
Plainfield, IL | (N | ) | 1,770 | 1,715 | 46 | 1,770 | 1,761 | 3,531 | 108 | 2004 | ||||||||||||||||||||||||||
Plainfield, IL | (N | ) | 694 | 2,000 | 50 | 694 | 2,050 | 2,744 | 63 | 2005 | ||||||||||||||||||||||||||
Schaumburg, IL | (N | ) | 538 | 645 | 69 | 538 | 714 | 1,252 | 43 | 2004 | ||||||||||||||||||||||||||
Streamwood, IL | (F | ) | 1,447 | 1,662 | 80 | 1,447 | 1,742 | 3,189 | 105 | 2004 | ||||||||||||||||||||||||||
Warrenville, IL | (F | ) | 1,066 | 3,072 | 25 | 1,066 | 3,097 | 4,163 | 93 | 2005 | ||||||||||||||||||||||||||
Waukegan, IL | (E | ) | 1,198 | 4,363 | 56 | 1,198 | 4,419 | 5,617 | 266 | 2004 | ||||||||||||||||||||||||||
West Chicago, IL | (G | ) | 1,071 | 2,249 | 74 | 1,071 | 2,323 | 3,394 | 138 | 2004 | ||||||||||||||||||||||||||
Westmont, IL | (E | ) | 1,155 | 3,873 | 32 | 1,155 | 3,905 | 5,060 | 235 | 2004 | ||||||||||||||||||||||||||
Wheeling, IL | (F | ) | 857 | 3,213 | 111 | 857 | 3,324 | 4,181 | 196 | 2004 | ||||||||||||||||||||||||||
Wheeling, IL | (E | ) | 793 | 3,816 | 167 | 793 | 3,983 | 4,776 | 232 | 2004 | ||||||||||||||||||||||||||
Woodridge, IL | (E | ) | 943 | 3,397 | 39 | 943 | 3,436 | 4,379 | 207 | 2004 | ||||||||||||||||||||||||||
Indianapolis, IN | (N | ) | 641 | 3,154 | 49 | 641 | 3,203 | 3,844 | 192 | 2004 | ||||||||||||||||||||||||||
Indianapolis, IN | (F | ) | 406 | 3,496 | 74 | 406 | 3,570 | 3,976 | 213 | 2004 | ||||||||||||||||||||||||||
Indianapolis, IN | (E | ) | 1,871 | 1,230 | 51 | 1,871 | 1,281 | 3,152 | 77 | 2004 | ||||||||||||||||||||||||||
Indianapolis, IN | (E | ) | 669 | 2,434 | 59 | 669 | 2,493 | 3,162 | 152 | 2004 | ||||||||||||||||||||||||||
Indianapolis, IN | (E | ) | 1,229 | 2,834 | 33 | 1,229 | 2,867 | 4,096 | 172 | 2004 | ||||||||||||||||||||||||||
Indianapolis, IN | (E | ) | 2,138 | 3,633 | 51 | 2,138 | 3,684 | 5,822 | 221 | 2004 | ||||||||||||||||||||||||||
Indianapolis, IN | (E | ) | 908 | 4,755 | 183 | 908 | 4,938 | 5,846 | 290 | 2004 | ||||||||||||||||||||||||||
Indianapolis, IN | (E | ) | 887 | 3,548 | 76 | 887 | 3,624 | 4,511 | 215 | 2004 | ||||||||||||||||||||||||||
Indianapolis, IN | (E | ) | 1,133 | 4,103 | 80 | 1,133 | 4,183 | 5,316 | 249 | 2004 | ||||||||||||||||||||||||||
Baton Rouge I, LA | (N | ) | 112 | 1,248 | 479 | 208 | 1,631 | 1,839 | 376 | 1997 | ||||||||||||||||||||||||||
Baton Rouge II, LA | (F | ) | 118 | 1,181 | 1,072 | 267 | 2,104 | 2,371 | 574 | 1997 |
F-40
Initial Cost | Gross Carrying Amount | |||||||||||||||||||||||||||||||||||
Building | Costs | at December 31, 2005 | ||||||||||||||||||||||||||||||||||
and | Subsequent | Building and | Accumulated | Year | ||||||||||||||||||||||||||||||||
Encum- | Improve- | to | Improve- | Depreciation | Acquired/ | |||||||||||||||||||||||||||||||
Description | brances | Land | ments | Acquisition | Land | ments | Total | (O) | Developed | |||||||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||||||||||||||
Baton Rouge III, LA | (N | ) | 133 | 1,487 | 568 | 271 | 1,917 | 2,188 | 429 | 1997 | ||||||||||||||||||||||||||
Baton Rouge IV, LA | (A | ) | 32 | 377 | 115 | 64 | 460 | 524 | 100 | 1998 | ||||||||||||||||||||||||||
Prairieville, LA | (A | ) | 90 | 1,004 | 128 | 90 | 1,132 | 1,222 | 272 | 1998 | ||||||||||||||||||||||||||
Slidell, LA | (D | ) | 188 | 3,175 | 1,543 | 802 | 4,104 | 4,906 | 811 | 2001 | ||||||||||||||||||||||||||
Boston, MA | (C | ) | 1,516 | 8,628 | 127 | 1,516 | 8,755 | 10,271 | 1,902 | 2002 | ||||||||||||||||||||||||||
Leominster, MA | (D | ) | 90 | 1,519 | 2,266 | 338 | 3,537 | 3,875 | 698 | 1998 | ||||||||||||||||||||||||||
Baltimore, MD | (G | ) | 1,050 | 5,997 | 799 | 1,173 | 6,673 | 7,846 | 1,577 | 2001 | ||||||||||||||||||||||||||
California, MD | (N | ) | 1,486 | 4,280 | 40 | 1,486 | 4,320 | 5,806 | 259 | 2004 | ||||||||||||||||||||||||||
Gaithersburg, MD | 6,421 | 3,124 | 9,000 | 15 | 3,124 | 9,015 | 12,139 | 465 | 2005 | |||||||||||||||||||||||||||
Laurel, MD | (C | ) | 1,409 | 8,035 | 3,070 | 1,929 | 10,585 | 12,514 | 2,068 | 2001 | ||||||||||||||||||||||||||
Temple Hills, MD | (D | ) | 1,541 | 8,788 | 1,897 | 1,800 | 10,426 | 12,226 | 2,121 | 2001 | ||||||||||||||||||||||||||
Grand Rapids, MI | (F | ) | 185 | 1,821 | 1,174 | 325 | 2,855 | 3,180 | 874 | 1996 | ||||||||||||||||||||||||||
Portage, MI | (N | ) | 104 | 1,160 | 725 | 237 | 1,752 | 1,989 | 497 | 1996 | ||||||||||||||||||||||||||
Romulus, MI | (F | ) | 308 | 1,743 | 529 | 418 | 2,162 | 2,580 | 383 | 1997 | ||||||||||||||||||||||||||
Wyoming, MI | (F | ) | 191 | 2,135 | 924 | 354 | 2,896 | 3,250 | 887 | 1996 | ||||||||||||||||||||||||||
Biloxi, MS | (N | ) | 148 | 1,652 | 588 | 279 | 2,109 | 2,388 | 444 | 1997 | ||||||||||||||||||||||||||
Gautier, MS | (N | ) | 93 | 1,040 | 2 | 93 | 1,042 | 1,135 | 290 | 1997 | ||||||||||||||||||||||||||
Gulfport I, MS | (N | ) | 128 | 1,438 | 513 | 156 | 1,923 | 2,079 | 514 | 1997 | ||||||||||||||||||||||||||
Gulfport II, MS | (N | ) | 117 | 1,306 | 448 | 179 | 1,692 | 1,871 | 408 | 1997 | ||||||||||||||||||||||||||
Gulfport III, MS | (G | ) | 172 | 1,928 | 743 | 338 | 2,505 | 2,843 | 537 | 1997 | ||||||||||||||||||||||||||
Waveland, MS | (A | ) | 215 | 2,481 | (2,131 | ) | 392 | 173 | 565 | 49 | 1998 | |||||||||||||||||||||||||
Belmont, NC | (N | ) | 385 | 2,196 | 436 | 451 | 2,566 | 3,017 | 649 | 2001 | ||||||||||||||||||||||||||
Burlington I, NC | (F | ) | 498 | 2,837 | 95 | 498 | 2,932 | 3,430 | 820 | 2001 | ||||||||||||||||||||||||||
Burlington II, NC | (N | ) | 320 | 1,829 | 163 | 340 | 1,972 | 2,312 | 478 | 2001 | ||||||||||||||||||||||||||
Cary, NC | (F | ) | 543 | 3,097 | 133 | 543 | 3,230 | 3,773 | 611 | 2001 | ||||||||||||||||||||||||||
Charlotte, NC | (C | ) | 782 | 4,429 | 1,297 | 1,068 | 5,440 | 6,508 | 909 | 1999 | ||||||||||||||||||||||||||
Fayetteville I, NC | (N | ) | 156 | 1,747 | 692 | 301 | 2,294 | 2,595 | 561 | 1997 | ||||||||||||||||||||||||||
Fayetteville II, NC | (C | ) | 213 | 2,301 | 634 | 399 | 2,749 | 3,148 | 582 | 1997 | ||||||||||||||||||||||||||
Raleigh, NC | (A | ) | 209 | 2,398 | 176 | 296 | 2,487 | 2,783 | 521 | 1998 | ||||||||||||||||||||||||||
Brick, NJ | (B | ) | 234 | 2,762 | 1,120 | 485 | 3,631 | 4,116 | 899 | 1994 | ||||||||||||||||||||||||||
Clifton, NJ | (F | ) | 4,346 | 12,520 | 19 | 4,346 | 12,539 | 16,885 | 323 | 2005 | ||||||||||||||||||||||||||
Cranford, NJ | (B | ) | 290 | 3,493 | 1,937 | 779 | 4,941 | 5,720 | 1,093 | 1994 | ||||||||||||||||||||||||||
East Hanover, NJ | (B | ) | 504 | 5,763 | 3,301 | 1,315 | 8,253 | 9,568 | 1,834 | 1994 | ||||||||||||||||||||||||||
Elizabeth, NJ | (N | ) | 751 | 2,164 | 47 | 751 | 2,211 | 2,962 | 47 | 2005 | ||||||||||||||||||||||||||
Fairview, NJ | (N | ) | 246 | 2,759 | 148 | 246 | 2,907 | 3,153 | 744 | 1997 | ||||||||||||||||||||||||||
Hoboken, NJ | (N | ) | 1,370 | 3,947 | 146 | 1,370 | 4,093 | 5,463 | 85 | 2005 | ||||||||||||||||||||||||||
Jersey City, NJ | (B | ) | 397 | 4,507 | 2,381 | 1,010 | 6,275 | 7,285 | 1,410 | 1994 | ||||||||||||||||||||||||||
Linden I, NJ | (B | ) | 517 | 6,008 | 2,845 | 1,170 | 8,200 | 9,370 | 1,378 | 1994 | ||||||||||||||||||||||||||
Linden II, NJ | (B | ) | — | 2 | 854 | 189 | 667 | 856 | 32 | 1994 | ||||||||||||||||||||||||||
Morris Township, NJ | (D | ) | 500 | 5,602 | 2,321 | 1,072 | 7,351 | 8,423 | 1,552 | 1997 | ||||||||||||||||||||||||||
Parsippany, NJ | (A | ) | 475 | 5,322 | 1,841 | 909 | 6,729 | 7,638 | 1,465 | 1997 | ||||||||||||||||||||||||||
Randolph, NJ | (D | ) | 855 | 4,872 | 1,180 | 1,108 | 5,799 | 6,907 | 1,272 | 2002 | ||||||||||||||||||||||||||
Sewell, NJ | (C | ) | 484 | 2,766 | 1,074 | 707 | 3,617 | 4,324 | 898 | 2001 | ||||||||||||||||||||||||||
Albuquerque, NM | (L | ) | 1,039 | 3,395 | 65 | 1,039 | 3,460 | 4,499 | 85 | 2005 | ||||||||||||||||||||||||||
Albuquerque, NM | (L | ) | 1,163 | 3,801 | 59 | 1,163 | 3,860 | 5,023 | 95 | 2005 | ||||||||||||||||||||||||||
Albuquerque, NM | (L | ) | 664 | 2,171 | 57 | 664 | 2,228 | 2,892 | 55 | 2005 | ||||||||||||||||||||||||||
Albuquerque, NM | 1,020 | 519 | 1,697 | 57 | 519 | 1,754 | 2,273 | 42 | 2005 | |||||||||||||||||||||||||||
Carlsbad, NM | (H | ) | 490 | 1,613 | 17 | 490 | 1,630 | 2,120 | 38 | 2005 | ||||||||||||||||||||||||||
Deming, NM | (H | ) | 338 | 1,114 | 13 | 338 | 1,127 | 1,465 | 27 | 2005 |
F-41
Initial Cost | Gross Carrying Amount | |||||||||||||||||||||||||||||||||||
Building | Costs | at December 31, 2005 | ||||||||||||||||||||||||||||||||||
and | Subsequent | Building and | Accumulated | Year | ||||||||||||||||||||||||||||||||
Encum- | Improve- | to | Improve- | Depreciation | Acquired/ | |||||||||||||||||||||||||||||||
Description | brances | Land | ments | Acquisition | Land | ments | Total | (O) | Developed | |||||||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||||||||||||||
Las Cruces, NM | (H | ) | 611 | 2,012 | 29 | 611 | 2,041 | 2,652 | 48 | 2005 | ||||||||||||||||||||||||||
Lovington, NM | (H | ) | 168 | 554 | 17 | 168 | 571 | 739 | 14 | 2005 | ||||||||||||||||||||||||||
Silver City, NM | (H | ) | 153 | 504 | 14 | 153 | 518 | 671 | 12 | 2005 | ||||||||||||||||||||||||||
Truth or Consequences, NM | (H | ) | 10 | 34 | 21 | 10 | 55 | 65 | 1 | 2005 | ||||||||||||||||||||||||||
Endicott, NY | (N | ) | 779 | 838 | 14 | 779 | 852 | 1,631 | 39 | 2005 | ||||||||||||||||||||||||||
Jamaica, NY | (D | ) | 2,043 | 11,658 | 262 | 2,043 | 11,920 | 13,963 | 2,923 | 2001 | ||||||||||||||||||||||||||
New Rochelle, NY | (F | ) | 1,673 | 4,827 | 27 | 1,674 | 4,853 | 6,527 | 167 | 2005 | ||||||||||||||||||||||||||
North Babylon, NY | (C | ) | 225 | 2,514 | 3,818 | 569 | 5,988 | 6,557 | 1,329 | 1998 | ||||||||||||||||||||||||||
Riverhead, NY | (N | ) | 1,068 | 1,149 | 44 | 1,068 | 1,193 | 2,261 | 54 | 2005 | ||||||||||||||||||||||||||
Southold, NY | (N | ) | 2,079 | 2,238 | 36 | 2,079 | 2,274 | 4,353 | 104 | 2005 | ||||||||||||||||||||||||||
Boardman, OH | (C | ) | 64 | 745 | 2,068 | 287 | 2,590 | 2,877 | 1,092 | 1980 | ||||||||||||||||||||||||||
Brecksville, OH | (A | ) | 228 | 2,545 | 920 | 442 | 3,251 | 3,693 | 656 | 1998 | ||||||||||||||||||||||||||
Canton, OH | (N | ) | 138 | 679 | 55 | 137 | 735 | 872 | 31 | 2005 | ||||||||||||||||||||||||||
Canton, OH | (N | ) | 122 | 595 | 26 | 120 | 623 | 743 | 25 | 2005 | ||||||||||||||||||||||||||
Centerville, OH | (E | ) | 471 | 3,705 | 51 | 471 | 3,756 | 4,227 | 225 | 2004 | ||||||||||||||||||||||||||
Centerville, OH | (G | ) | 332 | 1,757 | 34 | 332 | 1,791 | 2,123 | 107 | 2004 | ||||||||||||||||||||||||||
Cleveland, OH | (N | ) | 525 | 2,592 | 83 | 524 | 2,676 | 3,200 | 107 | 2005 | ||||||||||||||||||||||||||
Cleveland, OH | (N | ) | 290 | 1,427 | 113 | 289 | 1,541 | 1,830 | 63 | 2005 | ||||||||||||||||||||||||||
Dayton, OH | (N | ) | 441 | 2,176 | 75 | 440 | 2,252 | 2,692 | 91 | 2005 | ||||||||||||||||||||||||||
Dayton, OH | (G | ) | 323 | 2,070 | 36 | 323 | 2,106 | 2,429 | 126 | 2004 | ||||||||||||||||||||||||||
Euclid I, OH | (A | ) | 200 | 1,053 | 1,843 | 317 | 2,779 | 3,096 | 1,193 | 1988 | ||||||||||||||||||||||||||
Euclid II, OH | (A | ) | 359 | — | 1,544 | 461 | 1,442 | 1,903 | 250 | 1988 | ||||||||||||||||||||||||||
Hudson, OH | (A | ) | 195 | 2,198 | 383 | 274 | 2,502 | 2,776 | 546 | 1998 | ||||||||||||||||||||||||||
Lakewood, OH | (N | ) | 405 | 854 | 373 | 405 | 1,227 | 1,632 | 588 | 1989 | ||||||||||||||||||||||||||
Louisville, OH | (N | ) | 257 | 1,260 | 38 | 255 | 1,300 | 1,555 | 53 | 2005 | ||||||||||||||||||||||||||
Marblehead, OH | (N | ) | 374 | 1,843 | 65 | 373 | 1,909 | 2,282 | 75 | 2005 | ||||||||||||||||||||||||||
Mason, OH | (A | ) | 127 | 1,419 | 17 | 149 | 1,414 | 1,563 | 347 | 1998 | ||||||||||||||||||||||||||
Mentor, OH | (N | ) | 206 | 1,011 | 43 | 204 | 1,056 | 1,260 | 43 | 2005 | ||||||||||||||||||||||||||
Miamisburg, OH | (E | ) | 375 | 2,410 | 59 | 375 | 2,469 | 2,844 | 148 | 2004 | ||||||||||||||||||||||||||
Middleburg Heights, OH | (A | ) | 63 | 704 | 1,600 | 332 | 2,035 | 2,367 | 432 | 1980 | ||||||||||||||||||||||||||
North Canton I, OH | (N | ) | 209 | 846 | 460 | 304 | 1,211 | 1,515 | 665 | 1979 | ||||||||||||||||||||||||||
North Canton II, OH | (N | ) | 70 | 1,226 | (45 | ) | 239 | 1,012 | 1,251 | 151 | 1983 | |||||||||||||||||||||||||
North Olmsted I, OH | (A | ) | 63 | 704 | 1,089 | 214 | 1,642 | 1,856 | 390 | 1979 | ||||||||||||||||||||||||||
North Olmsted II, OH | (C | ) | 290 | 1,129 | 987 | 469 | 1,937 | 2,406 | 730 | 1988 | ||||||||||||||||||||||||||
North Randall, OH | (C | ) | 515 | 2,323 | 2,744 | 899 | 4,683 | 5,582 | 876 | 1998 | ||||||||||||||||||||||||||
Perry, OH | (N | ) | 290 | 1,427 | 60 | 288 | 1,489 | 1,777 | 60 | 2005 | ||||||||||||||||||||||||||
Warrensville Heights, OH | (B | ) | 525 | 766 | 2,783 | 935 | 3,139 | 4,074 | 515 | 1980 | ||||||||||||||||||||||||||
Westlake, OH | (N | ) | 509 | 2,508 | 80 | 508 | 2,589 | 3,097 | 105 | 2005 | ||||||||||||||||||||||||||
Willoughby, OH | (N | ) | 239 | 1,178 | 70 | 238 | 1,249 | 1,487 | 51 | 2005 | ||||||||||||||||||||||||||
Youngstown, OH | (F | ) | 67 | — | 1,596 | 204 | 1,459 | 1,663 | 733 | 1977 | ||||||||||||||||||||||||||
Levittown, PA | (C | ) | 926 | 5,296 | 757 | 926 | 6,053 | 6,979 | 1,384 | 2001 | ||||||||||||||||||||||||||
Philadelphia, PA | (D | ) | 1,461 | 8,334 | 460 | 1,461 | 8,794 | 10,255 | 2,753 | 2001 | ||||||||||||||||||||||||||
Hilton Head I, SC | (A | ) | 129 | 1,446 | 6,482 | 798 | 7,259 | 8,057 | 1,628 | 1997 | ||||||||||||||||||||||||||
Hilton Head II, SC | (A | ) | 150 | 1,767 | 977 | 320 | 2,574 | 2,894 | 707 | 1997 | ||||||||||||||||||||||||||
Summerville, SC | (A | ) | 143 | 1,643 | 513 | 313 | 1,986 | 2,299 | 402 | 1998 | ||||||||||||||||||||||||||
Alcoa, TN | (M | ) | 254 | 2,113 | 23 | 255 | 2,135 | 2,390 | 49 | 2005 | ||||||||||||||||||||||||||
Antioch, TN | (N | ) | 588 | 4,906 | — | 588 | 4,906 | 5,494 | — | 2005 |
F-42
Initial Cost | Gross Carrying Amount | |||||||||||||||||||||||||||||||||||
Building | Costs | at December 31, 2005 | ||||||||||||||||||||||||||||||||||
and | Subsequent | Building and | Accumulated | Year | ||||||||||||||||||||||||||||||||
Encum- | Improve- | to | Improve- | Depreciation | Acquired/ | |||||||||||||||||||||||||||||||
Description | brances | Land | ments | Acquisition | Land | ments | Total | (O) | Developed | |||||||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||||||||||||||
Cordova, TN | (I | ) | 296 | 2,482 | 81 | 296 | 2,563 | 2,859 | 56 | 2005 | ||||||||||||||||||||||||||
Knoxville I, TN | (N | ) | 99 | 1,113 | 72 | 102 | 1,182 | 1,284 | 299 | 1997 | ||||||||||||||||||||||||||
Knoxville II, TN | (N | ) | 117 | 1,308 | 131 | 129 | 1,427 | 1,556 | 343 | 1997 | ||||||||||||||||||||||||||
Knoxville III, TN | (A | ) | 182 | 2,053 | 524 | 331 | 2,428 | 2,759 | 491 | 1998 | ||||||||||||||||||||||||||
Knoxville IV, TN | (A | ) | 158 | 1,771 | 565 | 310 | 2,184 | 2,494 | 408 | 1998 | ||||||||||||||||||||||||||
Knoxville V, TN | (A | ) | 134 | 1,493 | 320 | 235 | 1,712 | 1,947 | 360 | 1998 | ||||||||||||||||||||||||||
Knoxville, TN | (M | ) | 439 | 3,653 | 31 | 440 | 3,683 | 4,123 | 84 | 2005 | ||||||||||||||||||||||||||
Knoxville, TN | (M | ) | 312 | 2,594 | 23 | 311 | 2,618 | 2,929 | 60 | 2005 | ||||||||||||||||||||||||||
Knoxville, TN | (M | ) | 585 | 4,869 | 47 | 584 | 4,917 | 5,501 | 112 | 2005 | ||||||||||||||||||||||||||
Memphis I, TN | (G | ) | 677 | 3,880 | 967 | 677 | 4,847 | 5,524 | 1,089 | 2001 | ||||||||||||||||||||||||||
Memphis II, TN | (N | ) | 395 | 2,276 | 85 | 395 | 2,361 | 2,756 | 605 | 2001 | ||||||||||||||||||||||||||
Memphis, TN | (I | ) | 212 | 1,779 | 55 | 212 | 1,834 | 2,046 | 42 | 2005 | ||||||||||||||||||||||||||
Memphis, TN | (I | ) | 160 | 1,342 | 46 | 160 | 1,388 | 1,548 | 32 | 2005 | ||||||||||||||||||||||||||
Memphis, TN | (I | ) | 209 | 1,753 | 31 | 209 | 1,784 | 1,993 | 42 | 2005 | ||||||||||||||||||||||||||
Nashville, TN | (N | ) | 405 | 3,379 | — | 405 | 3,379 | 3,784 | — | 2005 | ||||||||||||||||||||||||||
Nashville, TN | (N | ) | 593 | 4,950 | — | 593 | 4,950 | 5,543 | — | 2005 | ||||||||||||||||||||||||||
Austin, TX | (N | ) | 2,239 | 2,038 | 5 | 2,239 | 2,042 | 4,281 | 28 | 2005 | ||||||||||||||||||||||||||
Baytown, TX | (K | ) | 946 | 863 | 17 | 947 | 879 | 1,826 | 24 | 2005 | ||||||||||||||||||||||||||
Bryan, TX | (K | ) | 1,394 | 1,268 | 29 | 1,395 | 1,296 | 2,691 | 35 | 2005 | ||||||||||||||||||||||||||
College Station, TX | (J | ) | 812 | 740 | 19 | 812 | 759 | 1,571 | 17 | 2005 | ||||||||||||||||||||||||||
Dallas, TX | (N | ) | 2,475 | 2,253 | 5 | 2,475 | 2,258 | 4,733 | 32 | 2005 | ||||||||||||||||||||||||||
El Paso, TX | (L | ) | 1,983 | 1,805 | 66 | 1,983 | 1,871 | 3,854 | 42 | 2005 | ||||||||||||||||||||||||||
El Paso, TX | (L | ) | 1,319 | 1,201 | 28 | 1,319 | 1,229 | 2,548 | 28 | 2005 | ||||||||||||||||||||||||||
El Paso, TX | (L | ) | 2,408 | 2,192 | 24 | 2,408 | 2,216 | 4,624 | 50 | 2005 | ||||||||||||||||||||||||||
El Paso, TX | (L | ) | 2,073 | 1,888 | 43 | 2,073 | 1,931 | 4,004 | 43 | 2005 | ||||||||||||||||||||||||||
El Paso, TX | (H | ) | 1,758 | 1,617 | 4 | 1,758 | 1,621 | 3,379 | 36 | 2005 | ||||||||||||||||||||||||||
El Paso, TX | (H | ) | 660 | 607 | 11 | 660 | 618 | 1,278 | 14 | 2005 | ||||||||||||||||||||||||||
El Paso, TX | (H | ) | 563 | 517 | 18 | 563 | 535 | 1,098 | 12 | 2005 | ||||||||||||||||||||||||||
Fort Worth, TX | (N | ) | 1,253 | 1,141 | 5 | 1,253 | 1,146 | 2,399 | 16 | 2005 | ||||||||||||||||||||||||||
Frisco, TX | (F | ) | 1,093 | 3,148 | 20 | 1,093 | 3,167 | 4,260 | 109 | 2005 | ||||||||||||||||||||||||||
Frisco, TX | 3,618 | 1,564 | 4,507 | 24 | 1,564 | 4,531 | 6,095 | 155 | 2005 | |||||||||||||||||||||||||||
Greenville, TX | (N | ) | 1,848 | 1,682 | 4 | 1,848 | 1,686 | 3,534 | 23 | 2005 | ||||||||||||||||||||||||||
Greenville, TX | (N | ) | 1,337 | 1,217 | 9 | 1,337 | 1,226 | 2,563 | 17 | 2005 | ||||||||||||||||||||||||||
Houston, TX | (K | ) | 1,420 | 1,296 | 26 | 1,421 | 1,321 | 2,742 | 35 | 2005 | ||||||||||||||||||||||||||
Houston, TX | (K | ) | 1,510 | 1,377 | 32 | 1,511 | 1,408 | 2,919 | 38 | 2005 | ||||||||||||||||||||||||||
Houston, TX | 580 | 575 | 524 | 27 | 575 | 551 | 1,126 | 12 | 2005 | |||||||||||||||||||||||||||
Houston, TX | (J | ) | 960 | 875 | 19 | 961 | 893 | 1,854 | 20 | 2005 | ||||||||||||||||||||||||||
La Porte, TX | (K | ) | 842 | 761 | 21 | 843 | 781 | 1,624 | 21 | 2005 | ||||||||||||||||||||||||||
McKinney, TX | 1,437 | 1,632 | 1,486 | 6 | 1,632 | 1,492 | 3,124 | 14 | 2005 | |||||||||||||||||||||||||||
North Richland Hills, TX | (N | ) | 2,252 | 2,049 | 5 | 2,252 | 2,054 | 4,306 | 28 | 2005 | ||||||||||||||||||||||||||
Roanoke, TX | (N | ) | 1,337 | 1,217 | 13 | 1,337 | 1,230 | 2,567 | 17 | 2005 | ||||||||||||||||||||||||||
San Antonio, TX | (N | ) | 2,895 | 2,635 | 4 | 2,895 | 2,639 | 5,534 | 24 | 2005 | ||||||||||||||||||||||||||
Sherman, TX | 1,671 | 1,904 | 1,733 | 8 | 1,904 | 1,741 | 3,645 | 16 | 2005 | |||||||||||||||||||||||||||
Sherman, TX | 2,000 | 1,337 | 1,217 | — | 1,337 | 1,217 | 2,554 | 11 | 2005 | |||||||||||||||||||||||||||
Murray, UT | (L | ) | 3,847 | 1,017 | 20 | 3,847 | 1,037 | 4,884 | 25 | 2005 | ||||||||||||||||||||||||||
Murray, UT | (L | ) | 1,182 | 312 | 13 | 1,182 | 325 | 1,507 | 8 | 2005 | ||||||||||||||||||||||||||
Murray, UT | (L | ) | 965 | 255 | 7 | 965 | 262 | 1,227 | 6 | 2005 | ||||||||||||||||||||||||||
Salt Lake City, UT | (L | ) | 2,695 | 712 | 30 | 2,695 | 742 | 3,437 | 19 | 2005 |
F-43
Initial Cost | Gross Carrying Amount | |||||||||||||||||||||||||||||||||||
Building | Costs | at December 31, 2005 | ||||||||||||||||||||||||||||||||||
and | Subsequent | Building and | Accumulated | Year | ||||||||||||||||||||||||||||||||
Encum- | Improve- | to | Improve- | Depreciation | Acquired/ | |||||||||||||||||||||||||||||||
Description | brances | Land | ments | Acquisition | Land | ments | Total | (O) | Developed | |||||||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||||||||||||||
Salt Lake City, UT | (L | ) | 2,074 | 548 | 19 | 2,074 | 567 | 2,641 | 14 | 2005 | ||||||||||||||||||||||||||
Fredericksburg, VA | (N | ) | 1,680 | 4,840 | 2 | 1,680 | 4,842 | 6,522 | — | 2005 | ||||||||||||||||||||||||||
Fredericksburg, VA | (N | ) | 1,757 | 5,062 | 3 | 1,757 | 5,065 | 6,822 | — | 2005 | ||||||||||||||||||||||||||
Milwaukee, WI | (E | ) | 375 | 4,333 | 62 | 375 | 4,395 | 4,770 | 262 | 2004 | ||||||||||||||||||||||||||
Corporate Office, OH | — | — | 3,359 | — | 3,359 | 3,359 | 1,182 | 1977 | ||||||||||||||||||||||||||||
Construction in Progress | — | 1,383 | — | 1,383 | 1,383 | — | ||||||||||||||||||||||||||||||
270,776 | 932,709 | 183,301 | 301,188 | 1,085,598 | 1,386,786 | 140,491 | ||||||||||||||||||||||||||||||
(A) | This facility is part of Yasky Loan portfolio, with a balance of $80,000 as of December 31, 2007. | |
(B) | This facility is part of the | |
(C) | This facility is part of the | |
(D) | This facility is part of the | |
(E) | This facility is part of the | |
(F) | This facility is part of the | |
(G) | This facility is part of the | |
(H) | This facility is part of the | |
(I) | This facility is part of the | |
(J) | This facility is part of the | |
(K) | This facility is part of the | |
(L) | ||
Depreciation on the buildings and improvements is recorded on a straight-line basis over their estimated useful lives, which range from five to |
F-44
|
| 2007 |
| 2006 |
| 2005 |
| |||
Storage facilities |
|
|
|
|
|
|
| |||
Balance at beginning of year |
| $ | 1,771,864 |
| $ | 1,386,786 |
| $ | 851,628 |
|
Acquisitions & improvements |
| 160,256 |
| 384,130 |
| 564,305 |
| |||
Dispositions and other |
| (21,206 | ) | (534 | ) | (30,530 | ) | |||
Contstruction in progress |
| 5,482 |
| 1,482 |
| 1,383 |
| |||
Balance at end of year |
| $ | 1,916,396 |
| $ | 1,771,864 |
| $ | 1,386,786 |
|
Accumulated depreciation |
|
|
|
|
|
|
| |||
Balance at beginning of year |
| $ | 205,049 |
| $ | 140,491 |
| $ | 122,473 |
|
Depreciation expense |
| 68,355 |
| 64,728 |
| 39,949 |
| |||
Dispositions and other |
| (4,126 | ) | (170 | ) | (21,931 | ) | |||
Balance at end of year |
| $ | 269,278 |
| $ | 205,049 |
| $ | 140,491 |
|
|
|
|
|
|
|
|
| |||
Net Storage facility assets |
| $ | 1,647,118 |
| $ | 1,566,815 |
| $ | 1,246,295 |
|
F-36
2005 | 2004 | 2003 | ||||||||||
(Dollars in thousands) | ||||||||||||
Storage facilities | ||||||||||||
Balance at beginning of year | 851,628 | 495,181 | 492,067 | |||||||||
Acquisitions & improvements | 564,305 | 228,500 | 8,808 | |||||||||
Dispositions and other | (30,530 | ) | (725 | ) | (5,694 | ) | ||||||
Construction in progress | 1,383 | — | — | |||||||||
Step up adjustment | — | 128,672 | — | |||||||||
Balance at end of year | 1,386,786 | 851,628 | 495,181 | |||||||||
Accumulated Depreciation | ||||||||||||
Balance at beginning of year | 122,473 | 99,582 | 80,835 | |||||||||
Depreciation expense | 39,949 | 22,328 | 19,494 | |||||||||
Dispositions and other | (21,931 | ) | 563 | (747 | ) | |||||||
Balance at end of year | 140,491 | 122,473 | 99,582 | |||||||||
Net Storage facility assets | 1,246,295 | 729,155 | 395,599 | |||||||||
F-45