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J. Warren Gorrell, Jr., Esq. | Benjamin R. Weber, Esq. | |
David W. Bonser, Esq. | William G. Farrar, Esq. | |
HOGAN & HARTSON L.L.P. | SULLIVAN & CROMWELL LLP | |
555 Thirteenth Street, N.W. | 125 Broad Street | |
Washington, D.C. 20004-1109 | New York, NY 10004 | |
(202) 637-5600 | (212) 558-4000 |
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The information in this prospectus is not complete and may be changed. We may not sell any of the securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting offers to buy these securities in any state where the offer or sale is not permitted. |
Per Share | Total | |||
Public offering price | $ | $ | ||
Underwriting discount | $ | $ | ||
Proceeds to us (before expenses) | $ | $ |
Citigroup | Wachovia Securities |
A.G. Edwards | Raymond James |
Banc of America Securities LLC | KeyBanc Capital Markets | Harris Nesbitt |
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EX-23.4 |
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Acquisitions Completed Through July 31, 2005 |
Number of Facilities | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total | Total | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Rentable | Number | Top Targeted Markets | Purchase | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Acquisition | Square | Number | July 31, 2005 | of | Other | Price | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Facility/Portfolio | Closing | Feet | of Units | Occupancy(1) | Facilities | IL | OH | TX | CA | FL | CT | CO | NY | NJ | States | (000’s) | ||||||||||||||||||||||||||||||||||||||||||||||||
National Self Storage Portfolio | July 2005 | 3,742,582 | 32,939 | 86.1 | % | 70 | — | — | 15 | 11 | — | — | 5 | — | — | 39 | $ | 212,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Metro Storage Portfolio | October 2004 | 2,600,958 | 22,901 | 78.3 | % | 42 | 24 | 4 | — | — | 4 | — | — | — | — | 10 | 184,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Liberty Self-Stor Portfolio(2) | April 2005 | 908,609 | 7,022 | 79.7 | % | 17 | — | 14 | — | — | — | — | — | 3 | — | — | 33,400 | |||||||||||||||||||||||||||||||||||||||||||||||
Individual Facility and Small Portfolio Acquisitions | Various | 1,547,408 | 12,961 | 86.0 | % | 22 | 2 | — | 2 | — | 4 | 9 | — | 1 | 1 | 3 | 133,450 | |||||||||||||||||||||||||||||||||||||||||||||||
Option Facilities | Various | 238,976 | 2,033 | 88.6 | % | 3 | — | — | — | 1 | 2 | — | — | — | — | — | 17,400 | |||||||||||||||||||||||||||||||||||||||||||||||
Total Completed Acquisitions | 9,038,533 | 77,856 | 83.3 | % | 154 | 26 | 18 | 17 | 12 | 10 | 9 | 5 | 4 | 1 | 52 | $ | 580,250 |
(1) | Represents occupied square feet divided by total rentable square feet, as of July 31, 2005. |
(2) | Information excludes the one facility from this portfolio subsequently sold by us in June 2005. |
• | Acquisition of National Self Storage Portfolio. On July 26, 2005, we completed the acquisition of 70 self-storage facilities from various partnerships and other entities affiliated with National Self Storage and the Schomac Group, Inc., or “National Self Storage,” for an aggregate purchase price of approximately $212.0 million. The purchase price consisted of approximately $61.5 million of units in our operating partnership (consisting of approximately 8.6% of the units in our operating partnership as of July 31, 2005), the assumption of approximately $80.8 million of outstanding debt by our operating partnership, and approximately $69.7 million in cash. These facilities total approximately 3.7 million rentable square feet and includes self-storage facilities located in our existing markets in Southern California, Arizona and Tennessee and in new markets in Texas, Northern California, New Mexico, Colorado and Utah. | |
• | Acquisition of Metro Storage Portfolio. On October 27, 2004, we acquired 42 self-storage facilities from Metro Storage LLC for an aggregate purchase price of $184.0 million. These facilities total approximately 2.6 million rentable square feet and are located in Illinois, Indiana, Florida, Ohio and Wisconsin. | |
• | Acquisition of Liberty Self-Stor Portfolio. On April 5, 2005, we acquired 18 self-storage facilities from Liberty Self-Stor Ltd., a subsidiary of Liberty Self-Stor, Inc., for an aggregate purchase price of $34.0 million. These facilities total approximately 926,000 rentable square feet and are located in Ohio and New York. On June 15, 2005, we sold one of these facilities, containing approximately 17,000 rentable square feet, for approximately $0.6 million. | |
• | Individual Facility and Small Portfolio Acquisitions. |
• | Acquisition of Ford Storage Portfolio. On March 1, 2005, we acquired five self-storage facilities from Ford Storage for an aggregate purchase price of $15.5 million. These facilities total approximately 258,000 rentable square feet and are located in central Connecticut. |
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• | Acquisition of A-1 Self Storage Portfolio. On March 15, 2005, we acquired five self-storage facilities from A-1 Self Storage for an aggregate purchase price of approximately $21.7 million. These facilities total approximately 201,000 rentable square feet and are located in Connecticut. We now operate two of these facilities as one facility. On May 5, 2005, we acquired an additional self-storage facility from A-1 Self Storage for approximately $6.4 million. This facility contains approximately 30,000 rentable square feet and is located in New York. | |
• | Acquisition of Extra Closet Facilities. On May 24, 2005, we acquired two facilities from Extra Closet for an aggregate purchase price of approximately $6.8 million. These facilities total approximately 99,000 rentable square feet and are located in Illinois. | |
• | Acquisition of Dania Beach, FL Facility. On November 1, 2004, we acquired one self-storage facility, located in Dania Beach, FL, for a purchase price of approximately $13.9 million. This facility contains approximately 264,000 rentable square feet. | |
• | Acquisition of Frisco I & II, TX and Ocoee, FL Facilities. In April 2005, we acquired three self-storage facilities, two located in Frisco, TX and one in Ocoee, FL, for an aggregate purchase price of approximately $14.9 million. These facilities total approximately 199,000 rentable square feet. | |
• | Acquisition of Bradenton II, FL and West Palm Beach II, FL Facilities. On October 28, 2004, we acquired two self-storage facilities, one located in Bradenton, FL and one in West Palm Beach, FL, for an aggregate purchase price of approximately $18.2 million. These facilities total approximately 182,000 rentable square feet. | |
• | Acquisition of Clifton, NJ Facility. On July 15, 2005, we acquired one self-storage facility, located in Clifton, NJ, for a purchase price of $16.8 million. This facility contains approximately 106,000 rentable square feet. | |
• | Acquisition of Gaithersburg, MD Facility. On January 14, 2005, we acquired one self-storage facility, located in Gaithersburg, MD, for a purchase price of approximately $10.7 million, consisting of $4.3 million in cash and the assumption of $6.4 million of indebtedness. This facility contains approximately 87,000 rentable square feet. | |
• | Acquisition of California, MD Facility. On November 1, 2004, we acquired one self-storage facility, located in California, MD, for a purchase price of approximately $5.7 million. This facility contains approximately 68,000 rentable square feet. | |
• | Acquisition of Tempe, AZ Facility. On July 11, 2005, we acquired one self-storage facility, located in Tempe, AZ, for a purchase price of approximately $2.9 million. This facility contains approximately 54,000 rentable square feet. |
• | Acquisitions of Option Facilities. In connection with our IPO, we entered into an option agreement with Rising Tide Development, LLC, a company owned and controlled by Robert J. Amsdell and Barry L. Amsdell and which we refer to as “Rising Tide Development,” to acquire 18 self-storage facilities, which we refer to as the “option facilities.” We have exercised our option with respect to the following three facilities, as described below. |
• | Acquisition of San Bernardino VII, CA Facility. On January 5, 2005, we purchased the San Bernardino VII, CA facility from Rising Tide Development for approximately $7.3 million, consisting of $3.8 million in cash (which cash was used to pay off mortgage indebtedness secured by the facility) and $3.5 million in units in our operating partnership. This facility contains approximately 84,000 rentable square feet. | |
• | Acquisition of Orlando II, FL and Boynton Beach II, FL Facilities. On March 18, 2005, we purchased the Orlando II, FL and the Boynton Beach II, FL facilities from Rising Tide Development. The aggregate purchase price was approximately $10.1 million, consisting of $6.8 million in cash and $3.3 million in units in our operating partnership. These facilities total approximately 155,000 rentable square feet. |
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Acquisitions Completed Since July 31, 2005 |
• | Acquisition of Elizabeth, NJ and Hoboken, NJ Facilities. On August 4, 2005, we acquired two self-storage facilities, one located in Elizabeth, NJ and one in Hoboken, NJ, for an aggregate purchase price of approximately $8.2 million. These facilities total approximately 74,000 rentable square feet. | |
• | Acquisition of Colorado Portfolio. On September 22, 2005, we acquired seven self-storage facilities located in Colorado for an aggregate purchase price of $19.5 million. These facilities total approximately 317,000 rentable square feet. | |
• | Acquisition of Miami, Florida Facilities. On September 27, 2005, we acquired two self-storage facilities located in Miami, Florida for an aggregate purchase price of $17.8 million. These facilities total approximately 151,000 rentable square feet. | |
• | Acquisition of Pensacola, Florida Facility. On September 27, 2005, we acquired one self-storage facility located in Pensacola, Florida for a purchase price of approximately $7.9 million. This facility contains approximately 79,000 rentable square feet. | |
• | Acquisition of Texas Portfolio. On September 27, 2005, we acquired four self-storage facilities located in Texas, for an aggregate purchase price of $15.6 million. These facilities total approximately 227,000 rentable square feet. We also have agreed to acquire an additional eight self-storage facilities, for an aggregate purchase price of approximately $46.2 million, from this seller as described below under “Developments Since Our IPO — Pending Acquisitions.” | |
Pending Acquisitions |
Completed Financings |
• | Revolving Credit Facility. On October 27, 2004, concurrently with the closing of our IPO, we and our operating partnership entered into a three-year, $150.0 million secured revolving credit facility with Lehman Brothers Inc. and Wachovia Capital Markets, LLC, as joint lead arrangers and joint bookrunners. The facility is scheduled to terminate on October 27, 2007, with the option for us to extend the termination date to October 27, 2008. Borrowings under the facility bear interest at a variable rate based upon a base rate or a Eurodollar rate plus, in each case, a spread depending on our leverage ratio. The credit facility is secured by certain of our self-storage facilities and requires that we maintain a minimum “borrowing base” of properties. | |
• | Fixed Rate Mortgage Loans. Also on October 27, 2004, and concurrently with the closing of our IPO, three of our subsidiaries entered into three separate fixed rate mortgage loans in an aggregate principal amount of $270.0 million ($90.0 million each). Affiliates of Lehman Brothers served as the lenders under these mortgage loans. The mortgage loans are secured by certain of our self-storage |
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facilities, bear interest at 5.09%, 5.19% and 5.33%, and mature in November 2009, May 2010 and January 2011, respectively. | ||
• | Lehman Brothers Fixed Rate Mortgage Loan. On July 19, 2005, one of our subsidiaries entered into a fixed rate mortgage loan with Lehman Brothers Bank, FSB, or “Lehman Brothers Bank,” as the lender, in the principal amount of $80.0 million. The mortgage loan, which is secured by certain of our self-storage facilities, bears interest at 5.13% and matures in August 2012. | |
• | LaSalle Bank Fixed Rate Mortgage Loan. On August 4, 2005, one of our subsidiaries entered into a fixed rate mortgage loan with LaSalle Bank National Association, as the lender, in the principal amount of $80.0 million. The mortgage loan, which is secured by certain of our self-storage facilities, bears interest at 4.96% and matures in September 2012. |
Pending Financings |
• | Broad Base of Demand Driven by a Variety of Storage Needs — Self-storage facilities serve a wide spectrum of residential and commercial customers, ranging from college students to high-income homeowners and from local businesses to large national corporations. Our customers’ use is driven by a broad variety of events and circumstances. | |
• | Relative Stability through Economic Cycles — Demand for self-storage tends to remain relatively stable because the causes of such demand are present throughout the various stages of an economic cycle. | |
• | Low Price Sensitivity of Customers — Many self-storage facility customers have a low sensitivity to price increases partly due to the low cost of self-storage relative to other storage alternatives and also due to the inconvenience of moving stored belongings to another location. | |
• | Large Pool of Individual Customers — The self-storage industry benefits from the significant mobility of a growing population and the increasing consumer awareness of the self-storage product. | |
• | Growth of Commercial Customer Base — Commercial customers, which are increasingly employing self-storage for their distribution logistics, favor self-storage for its relatively low cost, ease of access, security, flexible lease terms, climate control features and proximity to their distribution destinations. |
• | Significant Scale and Scope — As a national owner and operator of self-storage facilities, we continually enhance our business by applying our management expertise and best practices developed |
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across our portfolio to our local facilities. We also benefit from economies of scale, which enable us to negotiate better pricing and spread our fixed costs across a large base of facilities. | ||
• | Integrated Platform with Operating, Development and Acquisition Expertise — We are an integrated self-storage real estate company, which means that we have in-house capabilities in the design, development, leasing, operation and acquisition of self-storage facilities. We also are one of the few self-storage companies with the experience and the capability to make property investments on a national scale through multiple methods — acquisitions of operating facilities, development of new facilities and redevelopment of underperforming facilities. | |
• | Focused Operating Philosophy — We focus on maintaining and improving profitability at each of our facilities by managing our pricing and occupancy, controlling our operating expenses and monitoring our operating results at the facility level. Each facility manager is empowered to use his or her local market knowledge to make pricing decisions, subject to certain pre-set guidelines and review by our district managers, which allows us to respond quickly to opportunities to increase rents. | |
• | High Quality Facilities Located in Targeted Growth Markets — We seek to offer high quality modern facilities and generally focus our acquisitions and developments in metropolitan areas that we consider to be growth markets. We believe that our portfolio of facilities is among the most modern and well-located in the industry. | |
• | Seasoned Management Team — Our senior management team has been working together to acquire, develop and operate self-storage facilities for more than ten years. Our top four executives have an average of approximately 23 years of real estate experience and have worked in the self-storage industry for an average of approximately 17 years. |
• | Maximize cash flow from our facilities — We seek to maximize cash flow from our facilities by: |
• | Increasing rents — Our operating strategy focuses on achieving the highest sustainable rent levels at each of our facilities. | |
• | Increasing occupancy levels — We focus on increasing occupancy levels at our newly developed, recently acquired or recently expanded facilities. | |
• | Controlling operating expenses — Our regional managers are focused on maximizing profitability at each of our facilities by controlling operating expenses. | |
• | Expanding and improving our facilities — Where we believe we can achieve attractive returns on investment, we expand facilities which have reached near full occupancy or upgrade our facilities by adding such features as climate-controlled units and enhanced security systems. |
• | Acquire facilities within our targeted markets — 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, the lack of sophistication among many operators, the economies of scale available to a large self-storage operator and the difficulties smaller operators face in obtaining capital. We intend to acquire facilities primarily in areas that we consider to be growth markets, such as California, Colorado, Florida, Georgia, Illinois, Texas and the Northeastern United States. | |
• | Utilize our development expertise in selective new developments — We intend 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. | |
• | Focus on expanding our commercial customer base — We intend to continue focusing on expanding the base of commercial customers that use our facilities for their storage and distribution needs. Towards this end, we have developed and acquired our facilities with features specifically designed to accommodate commercial customers. |
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• | Continue to grow ancillary revenues — We intend to continue to enhance the cash flow from our facilities by increasing the sales of products and services, such as packing supplies and equipment rentals, that complement our customers’ use of our self-storage facilities. |
• | Our rental revenues are significantly influenced by the economies and other conditions of the markets in which we operate, particularly in Florida, California, Ohio and Illinois, where we have high concentrations of self-storage facilities, and demand for self-storage space generally; | |
• | We face significant competition 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; | |
• | We may not be successful in identifying and completing acquisitions or development projects that meet our criteria, which may impede our growth, and even if we are able to identify suitable projects, our future acquisitions and developments may not yield the returns we expect or may result in shareholder dilution; | |
• | We depend on our on-site personnel to maximize customer satisfaction at each of our facilities; any difficulties we encounter in hiring, training and retaining skilled field personnel may adversely affect our rental revenues; | |
• | We expect to have approximately $681.5 million of indebtedness outstanding on a pro forma basis as of June 30, 2005, and this level of indebtedness will result in significant debt service obligations, may limit our ability to incur additional indebtedness to fund our growth and will expose us to refinancing risk; | |
• | 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; | |
• | Our charter prohibits any person from beneficially owning more than 5% of our common shares (other than members of the Amsdell family and related family trusts and entities which, as a group, may own up to 29% of our common shares), or up to 9.8% in the case of certain designated investment entities, as defined in our declaration of trust, which may discourage third parties from conducting a tender offer or seeking other change of control transactions that could involve a premium price for our shares or otherwise benefit our shareholders; | |
• | Our management has limited experience operating a REIT and a public company and therefore may not be able to successfully operate our company as a REIT and as a public company; | |
• | If we are unable to satisfy the regulatory requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or if our internal control over financial reporting is not effective, investors could lose confidence in our reported financial information, which could adversely affect the perception of our business and the trading price of our common shares; | |
• | Upon completion of this offering, Robert J. Amsdell, Barry L. Amsdell, Todd C. Amsdell and the Amsdell Entities collectively will own an approximate 17.6% beneficial interest in our company on a fully diluted basis and may have the ability to exercise significant influence on our company and any matter presented to our shareholders; | |
• | Robert J. Amsdell, our Chairman and Chief Executive Officer, and Barry L. Amsdell, one of our trustees, have interests, through their ownership of limited partner units in our operating partnership and their ownership, through Rising Tide Development, of 15 self-storage facilities (13 of which Rising Tide Development currently owns and two of which Rising Tide Development has a right to |
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acquire from unaffiliated third parties) which we have the option to purchase, that may conflict with the interests of our other shareholders; | ||
• | We depend on external sources of capital that are outside of our control; the unavailability of capital from external sources could adversely affect our ability to acquire or develop facilities, satisfy our debt obligations and/or make distributions to shareholders; and | |
• | If we fail to qualify as a REIT, our distributions to shareholders would not be deductible for federal income tax purposes, and therefore we would be required to pay corporate tax at applicable rates on our taxable income, which would substantially reduce our earnings and may substantially reduce the value of our common shares and adversely affect our ability to raise additional capital. |
% of Total | |||||||||||||||||||||
Number of | Number of | Total Rentable | Rentable | ||||||||||||||||||
Facility Location | Facilities | Units | Square Feet | Square Feet | Occupancy(1) | ||||||||||||||||
Florida | 49 | 31,540 | 3,448,844 | 18.3 | % | 89.8 | % | ||||||||||||||
California | 37 | 18,329 | 2,119,494 | 11.2 | % | 83.5 | % | ||||||||||||||
Ohio | 33 | 14,700 | 1,893,423 | 10.0 | % | 80.8 | % | ||||||||||||||
Illinois | 27 | 14,157 | 1,616,430 | 8.6 | % | 78.5 | % | ||||||||||||||
Arizona | 21 | 10,086 | 1,079,820 | 5.7 | % | 91.4 | % | ||||||||||||||
Texas | 17 | 7,491 | 967,519 | 5.1 | % | 85.6 | % | ||||||||||||||
Connecticut | 17 | 7,373 | 873,860 | 4.6 | % | 79.3 | % | ||||||||||||||
Tennessee | 15 | 6,779 | 828,088 | 4.4 | % | 85.8 | % | ||||||||||||||
New Jersey | 12 | 8,261 | 865,774 | 4.6 | % | 85.3 | % | ||||||||||||||
New Mexico | 10 | 3,788 | 407,459 | 2.2 | % | 92.0 | % | ||||||||||||||
Indiana | 9 | 5,419 | 606,599 | 3.2 | % | 77.2 | % | ||||||||||||||
North Carolina | 8 | 4,743 | 555,779 | 2.9 | % | 88.8 | % | ||||||||||||||
Mississippi | 6 | 3,071 | 388,690 | 2.1 | % | 82.7 | % | ||||||||||||||
New York | 6 | 3,195 | 335,300 | 1.8 | % | 84.6 | % | ||||||||||||||
Louisiana | 6 | 2,329 | 334,324 | 1.8 | % | 89.1 | % | ||||||||||||||
Maryland | 5 | 4,097 | 505,808 | 2.7 | % | 84.4 | % | ||||||||||||||
Georgia | 5 | 3,635 | 431,387 | 2.3 | % | 81.9 | % | ||||||||||||||
Colorado | 5 | 2,822 | 324,681 | 1.7 | % | 80.2 | % | ||||||||||||||
Utah | 5 | 2,376 | 244,948 | 1.3 | % | 89.5 | % | ||||||||||||||
Michigan | 4 | 1,787 | 272,911 | 1.4 | % | 80.4 | % | ||||||||||||||
Alabama | 3 | 1,655 | 234,631 | 1.2 | % | 71.0 | % | ||||||||||||||
South Carolina | 3 | 1,281 | 214,113 | 1.1 | % | 78.9 | % | ||||||||||||||
Pennsylvania | 2 | 1,585 | 177,411 | 0.9 | % | 89.5 | % | ||||||||||||||
Massachusetts | 2 | 1,134 | 115,541 | 0.6 | % | 73.2 | % | ||||||||||||||
Wisconsin | 1 | 489 | 58,713 | 0.3 | % | 78.8 | % | ||||||||||||||
Total/ Weighted Average | 308 | �� | 162,122 | 18,901,547 | 100.0 | % | 84.5 | % |
(1) | Represents occupied square feet divided by total rentable square feet, as of July 31, 2005. |
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Total | Percentage of | Number | ||||||||||||||||||
Rentable | Total Rentable | of | Number | |||||||||||||||||
MSA(1) | Square Feet | Square Feet | Facilities | of Units | Occupancy(2) | |||||||||||||||
Miami-Fort Lauderdale-Miami Beach, FL | 1,651,264 | 8.7% | 20 | 14,622 | 88.4% | |||||||||||||||
Chicago-Naperville-Joliet, IL-IN-WI | 1,616,430 | 8.6% | 27 | 14,157 | 78.5% | |||||||||||||||
Riverside-San Bernardino-Ontario, CA | 1,315,668 | 7.0% | 24 | 11,026 | 82.9% | |||||||||||||||
Cleveland-Elyria-Mentor, OH | 1,114,667 | 5.9% | 18 | 9,023 | 80.9% | |||||||||||||||
New York-Northern New Jersey-Long Island, NY-NJ-PA | 1,107,975 | 5.9% | 16 | 10,711 | 84.7% | |||||||||||||||
Tucson, AZ | 840,527 | 4.4% | 17 | 7,975 | 93.5% | |||||||||||||||
Indianapolis, IN | 606,599 | 3.2% | 9 | 5,419 | 77.2% | |||||||||||||||
Hartford-West Hartford-East Hartford, CT | 579,335 | 3.1% | 11 | 4,624 | 77.8% | |||||||||||||||
Sacramento-Arden Arcade-Roseville, CA | 574,678 | 3.0% | 9 | 5,357 | 82.2% | |||||||||||||||
Knoxville, TN | 475,068 | 2.5% | 9 | 4,056 | 92.6% | |||||||||||||||
Atlanta-Sandy Springs-Marietta, GA | 431,387 | 2.3% | 5 | 3,635 | 81.9% | |||||||||||||||
El Paso, TX | 390,276 | 2.1% | 7 | 2,905 | 89.2% | |||||||||||||||
Gulfport-Biloxi, MS | 388,690 | 2.1% | 6 | 3,071 | 82.7% | |||||||||||||||
Houston-Sugar Land-Baytown, TX | 367,225 | 1.9% | 6 | 2,779 | 79.3% | |||||||||||||||
Memphis, TN-AR-MS | 353,020 | 1.9% | 6 | 2,723 | 76.6% | |||||||||||||||
Washington-Arlington-Alexandria, DC-VA-MD- WV | 344,530 | 1.8% | 3 | 2,567 | 84.2% | |||||||||||||||
Denver-Aurora, CO | 324,681 | 1.7% | 5 | 2,822 | 80.2% | |||||||||||||||
Tampa-St. Petersburg-Clearwater, FL | 308,885 | 1.6% | 5 | 2,581 | 86.9% | |||||||||||||||
Dayton, OH | 282,210 | 1.5% | 5 | 2,115 | 79.8% | |||||||||||||||
Orlando-Kissimmee, FL | 272,967 | 1.4% | 4 | 2,353 | 93.8% |
(1) | MSAs as defined by the United States Office of Management and Budget as of November 2004. |
(2) | Represents occupied square feet divided by total rentable square feet, as of July 31, 2005. |
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Common shares offered | 15,000,000 | |
Common shares outstanding after this offering | 52,345,162 (1) | |
Common shares and operating partnership units outstanding after this offering | 57,544,017 (1)(2) | |
Use of proceeds | The net proceeds of this offering, after deducting underwriting discount and commissions and estimated expenses, will be approximately $ million ($ million if the underwriters exercise their option in full), which we intend to use as follows: | |
• $120.0 million to repay the outstanding balance under our revolving credit facility; | ||
• $70.0 million to be used as cash consideration for the Pending Acquisitions (or to repay any additional amounts drawn under our revolving credit facility to fund one or more of the Pending Acquisitions, if they occur prior to the closing of this offering); | ||
• $40.2 million to repay outstanding mortgage loans secured by 37 of our facilities; and | ||
• the remainder for the acquisition and development of additional self-storage facilities, budgeted capital improvements and general corporate purposes. | ||
Risk factors | See “Risk Factors” beginning on page 18 and other information included in this prospectus for a discussion of factors that you should consider before investing in our common shares. | |
New York Stock Exchange symbol | YSI |
(1) | Excludes 2,250,000 shares issuable upon exercise of the underwriters’ option, 935,000 shares issuable upon exercise in full of options granted under our equity incentive plan, and 146,875 shares issuable to certain members of our management team in satisfaction of grants of deferred shares made under our equity incentive plan concurrently with the closing of our IPO. Also excludes 1,897,810 additional shares that may be issued in the future under our equity incentive plan. |
(2) | Includes 5,198,855 operating partnership units held by limited partners, including 1,524,358 operating partnership units held by the Amsdell Entities, which may, subject to certain limitations, be redeemed for cash or, at our option, common shares on a one-for-one basis. |
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The | ||||||||||||||||||||||
The Company | Predecessor | The Company | ||||||||||||||||||||
Period | ||||||||||||||||||||||
Six Months | October 21, | |||||||||||||||||||||
Six Months Ended | Ended | Year Ended | through | |||||||||||||||||||
June 30, | June 30, | December 31, | December 31, | |||||||||||||||||||
Pro Forma | Historical | Historical(1) | Pro Forma | Historical | ||||||||||||||||||
2005 | 2005 | 2004 | 2004 | 2004 | ||||||||||||||||||
(Dollars in thousands, except per share data) | ||||||||||||||||||||||
Statements of Operation Data: | ||||||||||||||||||||||
Revenues: | ||||||||||||||||||||||
Rental income | $ | 81,729 | $ | 59,077 | $ | 39,752 | $ | 158,877 | $ | 21,314 | ||||||||||||
Other property related income | 5,483 | 4,422 | 1,979 | 10,477 | 1,452 | |||||||||||||||||
Total revenues | 87,212 | 63,499 | 41,731 | 169,354 | 22,766 | |||||||||||||||||
Operating expenses: | ||||||||||||||||||||||
Property operating expenses | 32,337 | 22,810 | 15,685 | 67,117 | 9,635 | |||||||||||||||||
Depreciation | 25,107 | 16,765 | 9,987 | 51,057 | 5,800 | |||||||||||||||||
General and administrative/management fees to related party(2) | 6,481 | 6,254 | 2,240 | 12,578 | 4,254 | |||||||||||||||||
Total operating expenses | 63,925 | 45,829 | 27,912 | 130,752 | 19,689 | |||||||||||||||||
Operating income | 23,287 | 17,670 | 13,819 | 38,602 | 3,077 | |||||||||||||||||
Interest expense | (19,537 | ) | (12,949 | ) | (9,740 | ) | (39,940 | ) | (4,428 | ) | ||||||||||||
Loan procurement amortization expense and other | (920 | ) | (744 | ) | (2,218 | ) | (1,139 | ) | (281 | ) | ||||||||||||
Early extinguishment of debt | — | — | — | — | (7,012 | ) | ||||||||||||||||
Costs incurred to acquire management company | — | — | — | (22,152 | ) | (22,152 | ) | |||||||||||||||
[Additional columns below]
[Continued from above table, first column(s) repeated]
The Predecessor | ||||||||||||||
Period | ||||||||||||||
January 1, | ||||||||||||||
through | Year Ended December 31, | |||||||||||||
October 20, | ||||||||||||||
Historical(1) | Historical(1) | |||||||||||||
2004 | 2003 | 2002 | ||||||||||||
(Dollars in thousands, except per share data) | ||||||||||||||
Statements of Operation Data: | ||||||||||||||
Revenues: | ||||||||||||||
Rental income | $ | 65,631 | $ | 76,898 | $ | 72,719 | ||||||||
Other property related income | 3,211 | 3,916 | 3,866 | |||||||||||
Total revenues | 68,842 | 80,814 | 76,585 | |||||||||||
Operating expenses: | ||||||||||||||
Property operating expenses | 26,031 | 28,096 | 26,075 | |||||||||||
Depreciation | 16,528 | 19,494 | 19,656 | |||||||||||
General and administrative/management fees to related party(2) | 3,689 | 4,361 | 4,115 | |||||||||||
Total operating expenses | 46,248 | 51,951 | 49,846 | |||||||||||
Operating income | 22,594 | 28,863 | 26,739 | |||||||||||
Interest expense | (19,385 | ) | (15,128 | ) | (15,944 | ) | ||||||||
Loan procurement amortization expense and other | (5,658 | ) | (1,003 | ) | (1,079 | ) | ||||||||
Early extinguishment of debt | — | — | — | |||||||||||
Costs incurred to acquire management company | — | — | — | |||||||||||
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The | |||||||||||||||||||||
The Company | Predecessor | The Company | |||||||||||||||||||
Period | |||||||||||||||||||||
Six Months | October 21, | ||||||||||||||||||||
Six Months Ended | Ended | Year Ended | through | ||||||||||||||||||
June 30, | June 30, | December 31, | December 31, | ||||||||||||||||||
Pro Forma | Historical | Historical(1) | Pro Forma | Historical | |||||||||||||||||
2005 | 2005 | 2004 | 2004 | 2004 | |||||||||||||||||
(Dollars in thousands, except per share data) | |||||||||||||||||||||
Income (loss) from continuing operations before minority interest | 2,830 | 3,977 | 1,861 | (24,629 | ) | (30,796 | ) | ||||||||||||||
Minority interest | (255 | ) | (156 | ) | — | 2,222 | 898 | ||||||||||||||
Income (loss) from continuing operations | 2,575 | 3,821 | 1,861 | (22,407 | ) | (29,898 | ) | ||||||||||||||
Discontinued operations: | |||||||||||||||||||||
Income from operations | — | — | — | — | — | ||||||||||||||||
Gain on sale of storage facilities | — | — | — | — | — | ||||||||||||||||
Income from discontinued operations | — | — | — | — | — | ||||||||||||||||
Net income (loss) | $ | 2,575 | $ | 3,821 | $ | 1,861 | $ | (22,407 | ) | $ | (29,898 | ) | |||||||||
Net income (loss) per share (basic & diluted)(3)(4) | $ | 0.05 | $ | 0.10 | $ | (0.43 | ) | $ | (0.80 | ) | |||||||||||
Weighted average basic common shares outstanding(3)(4) | 52,477,920 | 37,477,920 | 52,477,920 | 37,477,920 | |||||||||||||||||
Weighted average diluted shares outstanding(3)(4) | 52,501,575 | 37,501,575 | 52,477,920 | 37,477,920 | |||||||||||||||||
Balance Sheet Data (as of end of period): | |||||||||||||||||||||
Storage facilities, net | $ | 1,233,379 | $ | 847,539 | $ | 515,768 | $ | 729,155 | |||||||||||||
Total assets | 1,417,280 | 879,613 | 538,811 | 775,874 | |||||||||||||||||
Loans payable and capital lease obligations | 681,547 | 489,462 | 552,112 | 380,652 | |||||||||||||||||
Total liabilities | 712,132 | 519,679 | 570,660 | 405,432 | |||||||||||||||||
Minority interest | 63,604 | 17,275 | — | 11,062 | |||||||||||||||||
Owners’/shareholders’ equity (deficit) | 641,544 | 342,659 | (31,849 | ) | 359,380 | ||||||||||||||||
Total liabilities and owners’/shareholders’ equity | 1,417,280 | 879,613 | 538,811 | 775,874 | |||||||||||||||||
Other Data: | |||||||||||||||||||||
Net operating income(5) | 54,889 | 40,703 | 26,046 | $ | 102,196 | 13,090 | |||||||||||||||
Funds from operations for the operating partnership(6) | 27,937 | 20,742 | 11,848 | 26,428 | (24,996 | ) | |||||||||||||||
Number of facilities (end of period) | 341 | 236 | 155 | 201 | |||||||||||||||||
Total rentable square feet (end of period) | 20,854,315 | 14,999,815 | 9,863,014 | 12,977,893 | |||||||||||||||||
Occupancy (end of period) | 84.0 | % | 85.5 | % | 82.2 | % | |||||||||||||||
Cash dividends declared per share(7) | $ | 0.56 | $ | 0.2009 | |||||||||||||||||
Cash Flow Data: | |||||||||||||||||||||
Net cash flow provided by (used in): | |||||||||||||||||||||
Operating activities | 21,468 | 16,994 | 9,415 | ||||||||||||||||||
Investing activities | (122,789 | ) | (2,788 | ) | (229,075 | ) | |||||||||||||||
Financing activities | 78,644 | (18,637 | ) | 246,078 |
[Additional columns below]
[Continued from above table, first column(s) repeated]
The Predecessor | |||||||||||||
Period | |||||||||||||
January 1, | |||||||||||||
through | Year Ended December 31, | ||||||||||||
October 20, | |||||||||||||
Historical(1) | Historical(1) | ||||||||||||
2004 | 2003 | 2002 | |||||||||||
(Dollars in thousands, except per share data) | |||||||||||||
Income (loss) from continuing operations before minority interest | (2,449 | ) | 12,732 | 9,716 | |||||||||
Minority interest | — | — | — | ||||||||||
Income (loss) from continuing operations | (2,449 | ) | 12,732 | 9,716 | |||||||||
Discontinued operations: | |||||||||||||
Income from operations | — | 171 | 312 | ||||||||||
Gain on sale of storage facilities | — | 3,329 | — | ||||||||||
Income from discontinued operations | — | 3,500 | 312 | ||||||||||
Net income (loss) | $ | (2,449 | ) | $ | 16,232 | $ | 10,028 | ||||||
Net income (loss) per share (basic & diluted)(3)(4) | |||||||||||||
Weighted average basic common shares outstanding(3)(4) | |||||||||||||
Weighted average diluted shares outstanding(3)(4) | |||||||||||||
Balance Sheet Data (as of end of period): | |||||||||||||
Storage facilities, net | $ | 395,599 | $ | 411,232 | |||||||||
Total assets | 412,219 | 421,400 | |||||||||||
Loans payable and capital lease obligations | 271,945 | 270,413 | |||||||||||
Total liabilities | 280,470 | 278,987 | |||||||||||
Minority interest | — | — | |||||||||||
Owners’/shareholders’ equity (deficit) | 131,749 | 142,413 | |||||||||||
Total liabilities and owners’/shareholders’ equity | 412,219 | 421,400 | |||||||||||
Other Data: | |||||||||||||
Net operating income(5) | $ | 42,880 | 52,730 | 50,510 | |||||||||
Funds from operations for the operating partnership(6) | 14,079 | 32,604 | 29,885 | ||||||||||
Number of facilities (end of period) | 155 | 155 | 159 | ||||||||||
Total rentable square feet (end of period) | 9,863,014 | 9,863,014 | 10,050,274 | ||||||||||
Occupancy (end of period) | 85.2 | % | 82.6 | % | 79.2 | % | |||||||
Cash dividends declared per share(7) | |||||||||||||
Cash Flow Data: | |||||||||||||
Net cash flow provided by (used in): | |||||||||||||
Operating activities | 25,523 | 34,227 | 31,642 | ||||||||||
Investing activities | (5,114 | ) | (2,507 | ) | (33,212 | ) | |||||||
Financing activities | (25,845 | ) | (25,729 | ) | (818 | ) |
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The | ||||||||||||||||||||||
The Company | Predecessor | The Company | ||||||||||||||||||||
Period | ||||||||||||||||||||||
Six Months | October 21, | |||||||||||||||||||||
Six Months Ended | Ended | Year Ended | through | |||||||||||||||||||
June 30, | June 30, | December 31, | December 31, | |||||||||||||||||||
Pro Forma | Historical | Historical(1) | Pro Forma | Historical | ||||||||||||||||||
2005 | 2005 | 2004 | 2004 | 2004 | ||||||||||||||||||
(Dollars in thousands, except per share data) | ||||||||||||||||||||||
Reconciliation of Net Income (Loss) to FFO(6): | ||||||||||||||||||||||
Net income (loss)(8) | $ | 2,575 | $ | 3,821 | $ | 1,861 | $ | (22,407 | ) | $ | (29,898 | ) | ||||||||||
Plus: | ||||||||||||||||||||||
Depreciation | 25,107 | 16,765 | 9,987 | 51,057 | 5,800 | |||||||||||||||||
Minority interest | 255 | 156 | — | (2,222 | ) | (898 | ) | |||||||||||||||
Depreciation included in discontinued operations | — | — | — | — | — | |||||||||||||||||
Less: | ||||||||||||||||||||||
Gain on sale of storage facilities | — | — | — | — | — | |||||||||||||||||
FFO for the operating partnership | 27,937 | 20,742 | $ | 11,848 | 26,428 | (24,996 | ) | |||||||||||||||
FFO allocable to minority interest | 2,520 | 838 | 2,384 | (733 | ) | |||||||||||||||||
FFO attributable to common shareholders | $ | 25,417 | $ | 19,904 | $ | 24,044 | $ | (24,263 | ) | |||||||||||||
Reconciliation of Net Income (Loss) to Net Operating Income(5): | ||||||||||||||||||||||
Net Income (loss)(8) | $ | 2,575 | $ | 3,821 | $ | 1,861 | $ | (22,407 | ) | $ | (29,898 | ) | ||||||||||
Plus: | ||||||||||||||||||||||
Interest expense | 19,537 | 12,949 | 9,740 | 39,940 | 4,428 | |||||||||||||||||
Loan procurement amortization expense | 934 | 758 | 2,218 | 1,098 | 240 | |||||||||||||||||
Minority interest | 255 | 156 | — | (2,222 | ) | (898 | ) | |||||||||||||||
Early extinguishment of debt | — | — | — | — | 7,012 | |||||||||||||||||
Costs incurred to acquire management company | — | — | — | 22,152 | 22,152 | |||||||||||||||||
Less: | ||||||||||||||||||||||
Income from discontinued operations | — | — | — | — | — | |||||||||||||||||
Gain on sale of storage facilities | — | — | — | — | — | |||||||||||||||||
Operating income | 23,301 | 17,684 | 13,819 | 38,561 | 3,036 | |||||||||||||||||
Plus: | ||||||||||||||||||||||
Management fees to related party/general and administrative(2) | 6,481 | 6,254 | 2,240 | 12,578 | 4,254 | |||||||||||||||||
Depreciation | 25,107 | 16,765 | 9,987 | 51,057 | 5,800 | |||||||||||||||||
Net operating income | $ | 54,889 | $ | 40,703 | $ | 26,046 | $ | 102,196 | $ | 13,090 | ||||||||||||
[Additional columns below]
[Continued from above table, first column(s) repeated]
The Predecessor | ||||||||||||||
Period | ||||||||||||||
January 1, | ||||||||||||||
through | Year Ended December 31, | |||||||||||||
October 20, | ||||||||||||||
Historical(1) | Historical(1) | |||||||||||||
2004 | 2003 | 2002 | ||||||||||||
(Dollars in thousands, except per share data) | ||||||||||||||
Reconciliation of Net Income (Loss) to FFO(6): | ||||||||||||||
Net income (loss)(8) | $ | (2,449 | ) | $ | 16,232 | $ | 10,028 | |||||||
Plus: | ||||||||||||||
Depreciation | 16,528 | 19,494 | 19,656 | |||||||||||
Minority interest | — | — | — | |||||||||||
Depreciation included in discontinued operations | — | 207 | 201 | |||||||||||
Less: | ||||||||||||||
Gain on sale of storage facilities | — | (3,329 | ) | — | ||||||||||
FFO for the operating partnership | $ | 14,079 | $ | 32,604 | $ | 29,885 | ||||||||
FFO allocable to minority interest | ||||||||||||||
FFO attributable to common shareholders | ||||||||||||||
Reconciliation of Net Income (Loss) to Net Operating Income(5): | ||||||||||||||
Net Income (loss)(8) | $ | (2,449 | ) | $ | 16,232 | $ | 10,028 | |||||||
Plus: | ||||||||||||||
Interest expense | 19,385 | 15,128 | 15,944 | |||||||||||
Loan procurement amortization expense | 5,727 | 1,015 | 1,079 | |||||||||||
Minority interest | — | — | — | |||||||||||
Early extinguishment of debt | — | — | — | |||||||||||
Costs incurred to acquire management company | — | — | — | |||||||||||
Less: | ||||||||||||||
Income from discontinued operations | — | (171 | ) | (312 | ) | |||||||||
Gain on sale of storage facilities | — | (3,329 | ) | — | ||||||||||
Operating income | 22,663 | 28,875 | 26,739 | |||||||||||
Plus: | ||||||||||||||
Management fees to related party/general and administrative(2) | 3,689 | 4,361 | 4,115 | |||||||||||
Depreciation | 16,528 | 19,494 | 19,656 | |||||||||||
Net operating income | $ | 42,880 | $ | 52,730 | $ | 50,510 | ||||||||
(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 our IPO. See Note 1 to the financial statements on page F-26. |
(2) | Management fees to related party were historically 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. |
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(3) | Pro forma basic earnings per share is computed assuming the offering was consummated as of January 1, 2004 and equals pro forma net income divided by the pro forma number of our common shares outstanding, which amount (i) includes 37,345,162 shares outstanding currently, less 14,117 unearned shares granted to our trustees, (ii) includes 146,875 shares issuable to certain members of our management team in satisfaction of grants of deferred shares made under our equity incentive plan concurrently with the closing of our IPO, (iii) includes 15,000,000 shares expected to be issued in connection with this offering, and (iv) excludes 2,250,000 shares issuable upon exercise of the underwriters’ option. Pro forma diluted earnings per share includes 23,655 incremental shares which are vested under option agreements. |
(4) | Excludes 5,198,855 operating partnership units issued at our IPO and in connection with the acquisition of facilities subsequent to the 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. |
(5) | We define net operating income, which we refer to as “NOI”, as total continuing revenues less continuing property operating expenses. NOI also can be calculated by adding back to net income: interest expense, loan procurement amortization expense, early extinguishment of debt, the charge incurred to acquire U-Store-It Mini Warehouse Co., minority interest, loss on sale of storage facilities, depreciation and general and administrative/ management fees to related party; and deducting from net income: income from discontinued operations and gains on sale of self-storage facilities. 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 aggregate. NOI should not be considered as a substitute for operating income, net income, cash flows provided by operating, investing and financing activities, or other income statement or cash flow statement data prepared in accordance with GAAP. | |
We believe NOI is useful to investors in evaluating our operating performance because: |
• | it is one of the primary measures used by our management and our facility managers to evaluate the economic productivity of our facilities, including our ability to lease our facilities, increase pricing and occupancy and control our property operating expenses; | |
• | it is widely used in the real estate industry and the self-storage industry to measure the performance 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 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 our analysis of net income. NOI should be considered in addition to, but not as a substitute for, other measures of financial performance reported in accordance with GAAP, such as total revenues, operating income and net income. |
(6) | Funds from operations, which we refer to as “FFO,” is a widely used performance measure for real estate companies and is provided here as a supplemental measure of operating performance. We calculate FFO in accordance with the best practices described in the April 2002 National Policy Bulletin of the National Association of Real Estate Investment Trusts (“NAREIT”), which we refer to as the “White Paper.” The White Paper defines FFO as net income (computed in accordance with GAAP), excluding gains (or losses) from sales of property, plus depreciation and amortization, and after adjustments for |
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unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures, if any, are calculated to reflect FFO on the same basis. |
Given the nature of our business as a real estate owner and operator, we believe that FFO is helpful to management and investors as a starting point in measuring our operational performance because it excludes various items included in net income that do not relate to or are not indicative of our operating performance, such as gains (or losses) from sales of property and depreciation and amortization, which can make periodic and peer analyses of operating performance more difficult. FFO should not be considered as an alternative to net income (determined in accordance with GAAP) as an indicator of our financial performance, is not an alternative to cash flow from operating activities (determined in accordance with GAAP) as a measure of our liquidity, and is not indicative of funds available to fund our cash needs, including our ability to make distributions. Our computation of FFO may not be comparable to FFO reported by other REITs that do not define the term in accordance with the White Paper or that interpret the White Paper differently than we do. |
(7) | Our board of trustees declared a pro rata dividend of $0.2009 per common share on November 16, 2004 and full quarterly dividends of $0.28 per common share on February 22, 2005 and May 31, 2005. |
(8) | 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. |
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• | changes in the national, regional and local economic climate; | |
• | hurricanes and other natural disasters that could damage our facilities, cause service interruptions and result in uninsured damages; | |
• | local or regional oversupply, increased competition or reduction in demand for self-storage space; | |
• | inability to collect rent from customers; | |
• | inability to finance facility acquisitions, capital improvements and development on favorable terms; | |
• | increased operating costs, including maintenance, insurance premiums and real estate taxes; | |
• | costs of complying with changes in laws and governmental regulations, including those governing usage, zoning, the environment and taxes; and | |
• | the relative illiquidity of real estate investments. |
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• | requiring us to use a substantial portion of our cash flow from operations to pay interest, which reduces the amount available for distributions; | |
• | making us more vulnerable to economic and industry downturns and reducing our flexibility in responding to changing business and economic conditions; and | |
• | limiting our ability to borrow more money for operating or capital needs or to finance acquisitions in the future. |
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• | discourage a tender offer or other transactions or a change in management or control that might involve a premium price for our shares or otherwise be in the best interests of our shareholders; or | |
• | compel a shareholder who has acquired our shares in excess of these ownership limitations to dispose of the additional shares and, as a result, to forfeit the benefits of owning the additional shares. Any acquisition of our common shares in violation of these ownership restrictions will be void ab initio and will result in automatic transfers of our common shares to a charitable trust, which will be responsible for selling the common shares to permitted transferees and distributing at least a portion of the proceeds to the prohibited transferees. |
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• | “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. |
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• | our operating performance and the performance of other similar companies; | |
• | actual or anticipated differences in our quarterly operating results; |
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• | adverse market reaction to any future increased indebtedness; | |
• | changes in our revenues or earnings estimates or recommendations by securities analysts; | |
• | publication of research reports about us or our industry by securities analysts; | |
• | additions and departures of key personnel; | |
• | changes in market interest rates; | |
• | strategic decisions by us or our competitors, such as acquisitions, divestments, spin-offs, joint ventures, strategic investments or changes in business strategy; | |
• | the passage of legislation or other regulatory developments that adversely affect us or our industry; | |
• | speculation in the press or investment community; | |
• | actions by institutional shareholders or hedge funds; | |
• | changes in accounting principles; | |
• | terrorist acts; and | |
• | general market conditions, including factors unrelated to our performance. |
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• | cash available for distribution; | |
• | our results of operations; | |
• | our financial condition, especially in relation to our anticipated future capital needs of our facilities; | |
• | the distribution requirements for REITs under the Code; | |
• | our operating expenses; and | |
• | other factors our board of trustees deems relevant. |
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• | 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; | |
• | increases in interest rates and operating costs; | |
• | our ability to maintain our status as a 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; and | |
• | other factors affecting the real estate industry generally or the self-storage industry in particular. |
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• | $120.0 million to repay the outstanding balance under our revolving credit facility; | |
• | $70.0 million to be used as cash consideration for the Pending Acquisitions (or to repay any additional amounts drawn under our revolving credit facility to fund one or more of the Pending Acquisitions, if they occur prior to the closing of this offering); | |
• | $40.2 million to repay outstanding mortgage loans secured by 37 of our facilities; and | |
• | the remainder for the acquisition and development of additional self-storage facilities, budgeted capital improvements and general corporate purposes. |
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Dividend Per | ||||||||||||
High | Low | Share | ||||||||||
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 (through September 28) | $ | 22.13 | $ | 18.82 | (1 | ) |
(1) | On August 24, 2005, our board of trustees declared a dividend of $0.28 per common share, payable on October 24, 2005 to holders of record as of October 10, 2005. |
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• | cash available for distribution; | |
• | our results of operations; | |
• | our debt service requirements; | |
• | our financial condition, especially in relation to our anticipated future capital needs of our facilities; | |
• | our taxable income; | |
• | the distribution requirements for REITs under the Code; | |
• | our operating expenses; and | |
• | other factors our board of trustees deems relevant. |
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June 30, 2005 | |||||||||
Historical | As Adjusted | ||||||||
($ in thousands) | |||||||||
Loans payable | $ | 489,372 | $ | 681,457 | |||||
Minority interest | 17,275 | 63,604 | |||||||
Shareholders’ equity | |||||||||
Common shares, $0.01 par value, 200,000,000 shares authorized, 37,345,162 shares issued and outstanding historical and 52,345,162 shares issued and outstanding as adjusted(1) | 373 | 523 | |||||||
Preferred shares, $0.01 par value, 40,000,000 shares authorized, no shares issued and outstanding | — | — | |||||||
Additional paid in capital | 396,932 | 695,667 | |||||||
Accumulated deficit | (54,564 | ) | (54,564 | ) | |||||
Unearned share grant compensation | (82 | ) | (82 | ) | |||||
Total shareholders’ equity | 342,659 | 641,544 | |||||||
Total capitalization | $ | 849,306 | $ | 1,386,605 | |||||
(1) | As adjusted outstanding common shares excludes (i) 2,250,000 shares issuable upon exercise of the underwriters’ option, (ii) 935,000 shares issuable upon exercise in full of options granted under our equity incentive plan, (iii) 1,897,810 additional shares that may be issued in the future under our equity incentive plan, (iv) 146,875 shares issuable to certain members of our management team in satisfaction of grants of deferred shares made under our equity incentive plan concurrently with the closing of our IPO, and (v) 5,198,855 shares reserved for issuance with respect to units of our operating partnership that may, subject to limitations in the partnership agreement, be redeemed for cash or, at our option, our common shares on a one-for-one basis. |
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The | ||||||||||||||||||||||||||||||||||||||||||
The Company | Predecessor | The Company | The Predecessor | |||||||||||||||||||||||||||||||||||||||
Period | Period | |||||||||||||||||||||||||||||||||||||||||
Six Months | October 21, | January 1, | ||||||||||||||||||||||||||||||||||||||||
Six Months Ended | Ended | Year Ended | through | through | Year Ended December 31, | |||||||||||||||||||||||||||||||||||||
June 30, | June 30, | December 31, | December 31, | October 20, | ||||||||||||||||||||||||||||||||||||||
Pro Forma | Historical | Historical(1) | Pro Forma | Historical | Historical(1) | Historical(1) | ||||||||||||||||||||||||||||||||||||
2005 | 2005 | 2004 | 2004 | 2004 | 2004 | 2003 | 2002 | 2001 | 2000 | |||||||||||||||||||||||||||||||||
(Dollars in thousands, except per share data) | ||||||||||||||||||||||||||||||||||||||||||
Statements of Operation Data: | ||||||||||||||||||||||||||||||||||||||||||
Revenues: | ||||||||||||||||||||||||||||||||||||||||||
Rental income | $ | 81,729 | $ | 59,077 | $ | 39,752 | $ | 158,877 | $ | 21,314 | $ | 65,631 | $ | 76,898 | $ | 72,719 | $ | 59,120 | $ | 49,992 | ||||||||||||||||||||||
Other property related income | 5,483 | 4,422 | 1,979 | 10,477 | 1,452 | 3,211 | 3,916 | 3,866 | 3,156 | 3,098 | ||||||||||||||||||||||||||||||||
Total revenues | 87,212 | 63,499 | 41,731 | 169,354 | 22,766 | 68,842 | 80,814 | 76,585 | 62,276 | 53,090 | ||||||||||||||||||||||||||||||||
Operating expenses: | ||||||||||||||||||||||||||||||||||||||||||
Property operating expenses | 32,337 | 22,810 | 15,685 | 67,117 | 9,635 | 26,031 | 28,096 | 26,075 | 20,977 | 17,580 | ||||||||||||||||||||||||||||||||
Depreciation | 25,107 | 16,765 | 9,987 | 51,057 | 5,800 | 16,528 | 19,494 | 19,656 | 14,168 | 12,786 | ||||||||||||||||||||||||||||||||
General and administrative/ management fees to related party(2) | 6,481 | 6,254 | 2,240 | 12,578 | 4,254 | 3,689 | 4,361 | 4,115 | 3,358 | 2,836 | ||||||||||||||||||||||||||||||||
Total operating expenses | 63,925 | 45,829 | 27,912 | 130,752 | 19,689 | 46,248 | 51,951 | 49,846 | 38,503 | 33,202 | ||||||||||||||||||||||||||||||||
Operating income | 23,287 | 17,670 | 13,819 | 38,602 | 3,077 | 22,594 | 28,863 | 26,739 | 23,773 | 19,888 | ||||||||||||||||||||||||||||||||
Interest expense | (19,537 | ) | (12,949 | ) | (9,740 | ) | (39,940 | ) | (4,428 | ) | (19,385 | ) | (15,128 | ) | (15,944 | ) | (13,430 | ) | (11,514 | ) | ||||||||||||||||||||||
Loan procurement amortization expense and other | (920 | ) | (744 | ) | (2,218 | ) | (1,139 | ) | (281 | ) | (5,658 | ) | (1,003 | ) | (1,079 | ) | (1,182 | ) | (898 | ) | ||||||||||||||||||||||
Early extinguishment of debt | — | — | — | — | (7,012 | ) | — | — | — | — | — |
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The | |||||||||||||||||||||||||||||||||||||||||
The Company | Predecessor | The Company | The Predecessor | ||||||||||||||||||||||||||||||||||||||
Period | Period | ||||||||||||||||||||||||||||||||||||||||
Six Months | October 21, | January 1, | |||||||||||||||||||||||||||||||||||||||
Six Months Ended | Ended | Year Ended | through | through | Year Ended December 31, | ||||||||||||||||||||||||||||||||||||
June 30, | June 30, | December 31, | December 31, | October 20, | |||||||||||||||||||||||||||||||||||||
Pro Forma | Historical | Historical(1) | Pro Forma | Historical | Historical(1) | Historical(1) | |||||||||||||||||||||||||||||||||||
2005 | 2005 | 2004 | 2004 | 2004 | 2004 | 2003 | 2002 | 2001 | 2000 | ||||||||||||||||||||||||||||||||
(Dollars in thousands, except per share data) | |||||||||||||||||||||||||||||||||||||||||
Costs incurred to acquire management company | — | — | — | (22,152 | ) | (22,152 | ) | — | — | — | — | — | |||||||||||||||||||||||||||||
Gain (loss) on sale of storage facilities | — | — | — | — | — | — | — | — | (2,459 | ) | 448 | ||||||||||||||||||||||||||||||
Income (loss) from continuing operations before minority interest | 2,830 | 3,977 | 1,861 | (24,629 | ) | (30,796 | ) | (2,449 | ) | 12,732 | 9,716 | 6,702 | 7,924 | ||||||||||||||||||||||||||||
Minority interest | (255 | ) | (156 | ) | — | 2,222 | 898 | — | — | — | — | — | |||||||||||||||||||||||||||||
Income (loss) from continuing operations | 2,575 | 3,821 | 1,861 | (22,407 | ) | (29,898 | ) | (2,449 | ) | 12,732 | 9,716 | 6,702 | 7,924 | ||||||||||||||||||||||||||||
Discontinued operations: | |||||||||||||||||||||||||||||||||||||||||
Income from operations | — | — | — | — | — | — | 171 | 312 | 194 | 326 | |||||||||||||||||||||||||||||||
Gain on sale of storage facilities | — | — | — | — | — | — | 3,329 | — | — | — | |||||||||||||||||||||||||||||||
Income from discontinued operations | — | — | — | — | — | — | 3,500 | 312 | 194 | 326 | |||||||||||||||||||||||||||||||
Net income (loss) | $ | 2,575 | $ | 3,821 | $ | 1,861 | $ | (22,407 | ) | $ | (29,898 | ) | $ | (2,449 | ) | $ | 16,232 | $ | 10,028 | $ | 6,896 | $ | 8,250 | ||||||||||||||||||
Net income (loss) per share (basic & diluted)(3)(4) | $ | 0.05 | $ | 0.10 | $ | (0.43 | ) | $ | (0.80 | ) | |||||||||||||||||||||||||||||||
Weighted average basic common shares outstanding(3)(4) | 52,477,920 | 37,477,920 | 52,477,920 | 37,477,920 | |||||||||||||||||||||||||||||||||||||
Weighted average diluted shares outstanding(3)(4) | 52,501,575 | 37,501,575 | 52,477,920 | 37,477,920 | |||||||||||||||||||||||||||||||||||||
Balance Sheet Data (as of end of period): | |||||||||||||||||||||||||||||||||||||||||
Storage facilities, net | $ | 1,233,379 | $ | 847,539 | $ | 515,768 | $ | 729,155 | $ | 395,599 | $ | 411,232 | $ | 378,179 | $ | 255,917 | |||||||||||||||||||||||||
Total assets | 1,417,280 | 879,613 | 538,811 | 775,874 | 412,219 | 421,400 | 392,016 | 268,307 | |||||||||||||||||||||||||||||||||
Loans payable and capital lease obligations | 681,547 | 489,462 | 552,112 | 380,652 | 271,945 | 270,413 | 242,184 | 148,149 | |||||||||||||||||||||||||||||||||
Total liabilities | 712,132 | 519,679 | 570,660 | 405,432 | 280,470 | 278,987 | 249,854 | 155,309 | |||||||||||||||||||||||||||||||||
Minority interest | 63,604 | 17,275 | — | 11,062 | — | — | — | — | |||||||||||||||||||||||||||||||||
Owners’/shareholders’ equity (deficit) | 641,544 | 342,659 | (31,849 | ) | 359,380 | 131,749 | 142,413 | 142,162 | 112,998 | ||||||||||||||||||||||||||||||||
Total liabilities and owners’/shareholders’ equity | 1,417,280 | 879,613 | 538,811 | 775,874 | 412,219 | 421,400 | 392,016 | 268,307 | |||||||||||||||||||||||||||||||||
Other Data: | |||||||||||||||||||||||||||||||||||||||||
Net operating income | 54,889 | 40,703 | 26,046 | $ | 102,196 | 13,090 | $ | 42,880 | 52,730 | 50,510 | 41,299 | 35,510 | |||||||||||||||||||||||||||||
Funds from operations for the operating partnership | 27,937 | 20,742 | 11,848 | 26,428 | (24,996 | ) | 14,079 | 32,604 | 29,885 | 23,812 | 20,717 |
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The | ||||||||||||||||||||||||||||||||||||||||||
The Company | Predecessor | The Company | The Predecessor | |||||||||||||||||||||||||||||||||||||||
Period | Period | |||||||||||||||||||||||||||||||||||||||||
Six Months | October 21, | January 1, | ||||||||||||||||||||||||||||||||||||||||
Six Months Ended | Ended | Year Ended | through | through | Year Ended December 31, | |||||||||||||||||||||||||||||||||||||
June 30, | June 30, | December 31, | December 31, | October 20, | ||||||||||||||||||||||||||||||||||||||
Pro Forma | Historical | Historical(1) | Pro Forma | Historical | Historical(1) | Historical(1) | ||||||||||||||||||||||||||||||||||||
2005 | 2005 | 2004 | 2004 | 2004 | 2004 | 2003 | 2002 | 2001 | 2000 | |||||||||||||||||||||||||||||||||
(Dollars in thousands, except per share data) | ||||||||||||||||||||||||||||||||||||||||||
Number of facilities (end of period) | 341 | 236 | 155 | 201 | 155 | 155 | 159 | 152 | 130 | |||||||||||||||||||||||||||||||||
Total rentable square feet (end of period) | 20,854,315 | 14,999,815 | 9,863,014 | 12,977,893 | 9,863,014 | 9,863,014 | 10,050,274 | 9,520,547 | 7,647,052 | |||||||||||||||||||||||||||||||||
Occupancy (end of period) | 84.0 | % | 85.5 | % | 82.2 | % | 85.2 | % | 82.6 | % | 79.2 | % | 78.6 | % | 80.9 | % | ||||||||||||||||||||||||||
Cash dividends declared per share(5) | $ | 0.56 | $ | 0.2009 | ||||||||||||||||||||||||||||||||||||||
Cash Flow Data: | ||||||||||||||||||||||||||||||||||||||||||
Net cash flow provided by (used in): | ||||||||||||||||||||||||||||||||||||||||||
Operating activities | 21,468 | 16,994 | 9,415 | 25,523 | 34,227 | 31,642 | 23,570 | 22,304 | ||||||||||||||||||||||||||||||||||
Investing activities | (122,789 | ) | (2,788 | ) | (229,075 | ) | (5,114 | ) | (2,507 | ) | (33,212 | ) | (127,683 | ) | (654 | ) | ||||||||||||||||||||||||||
Financing activities | 78,644 | (18,637 | ) | 246,078 | (25,845 | ) | (25,729 | ) | (818 | ) | 105,049 | (21,172 | ) | |||||||||||||||||||||||||||||
Reconciliation of Net Income (Loss) to FFO: | ||||||||||||||||||||||||||||||||||||||||||
Net income (loss)(6) | $ | 2,575 | $ | 3,821 | $ | 1,861 | $ | (22,407 | ) | $ | (29,898 | ) | $ | (2,449 | ) | $ | 16,232 | $ | 10,028 | $ | 6,896 | $ | 8,250 | |||||||||||||||||||
Plus: | ||||||||||||||||||||||||||||||||||||||||||
Depreciation | 25,107 | 16,765 | 9,987 | 51,057 | 5,800 | 16,528 | 19,494 | 19,656 | 14,168 | 12,786 | ||||||||||||||||||||||||||||||||
Minority interest | 255 | 156 | — | (2,222 | ) | (898 | ) | — | — | — | — | — | ||||||||||||||||||||||||||||||
Depreciation included in discontinued operations | — | — | — | — | — | — | 207 | 201 | 289 | 129 | ||||||||||||||||||||||||||||||||
Loss on sale of storage facilities | — | — | — | — | — | — | — | — | 2,459 | — | ||||||||||||||||||||||||||||||||
Less: | ||||||||||||||||||||||||||||||||||||||||||
Gain on sale of storage facilities | — | — | — | — | — | — | (3,329 | ) | — | — | (448 | ) | ||||||||||||||||||||||||||||||
FFO for the operating partnership | 27,937 | 20,742 | $ | 11,848 | 26,428 | (24,996 | ) | $ | 14,079 | $ | 32,604 | $ | 29,885 | $ | 23,812 | $ | 20,717 | |||||||||||||||||||||||||
FFO allocable to minority interest | 2,520 | 838 | 2,384 | (733 | ) | |||||||||||||||||||||||||||||||||||||
FFO attributable to common shareholders | $ | 25,417 | $ | 19,904 | $ | 24,044 | $ | (24,263 | ) | |||||||||||||||||||||||||||||||||
Reconciliation of Net Income (Loss) to Net Operating Income: | ||||||||||||||||||||||||||||||||||||||||||
Net Income (loss)(6) | $ | 2,575 | $ | 3,821 | $ | 1,861 | $ | (22,407 | ) | $ | (29,898 | ) | $ | (2,449 | ) | $ | 16,232 | $ | 10,028 | $ | 6,896 | $ | 8,250 | |||||||||||||||||||
Plus: | ||||||||||||||||||||||||||||||||||||||||||
Interest expense | 19,537 | 12,949 | 9,740 | 39,940 | 4,428 | 19,385 | 15,128 | 15,944 | 13,430 | 11,514 | ||||||||||||||||||||||||||||||||
Loan procurement amortization expense | 934 | 758 | 2,218 | 1,098 | 240 | 5,727 | 1,015 | 1,079 | 1,182 | 898 | ||||||||||||||||||||||||||||||||
Minority interest | 255 | 156 | — | (2,222 | ) | (898 | ) | — | — | — | — | — | ||||||||||||||||||||||||||||||
Early extinguishment of debt | — | — | — | — | 7,012 | — | — | — | — | — |
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The | ||||||||||||||||||||||||||||||||||||||||||
The Company | Predecessor | The Company | The Predecessor | |||||||||||||||||||||||||||||||||||||||
Period | Period | |||||||||||||||||||||||||||||||||||||||||
Six Months | October 21, | January 1, | ||||||||||||||||||||||||||||||||||||||||
Six Months Ended | Ended | Year Ended | through | through | Year Ended December 31, | |||||||||||||||||||||||||||||||||||||
June 30, | June 30, | December 31, | December 31, | October 20, | ||||||||||||||||||||||||||||||||||||||
Pro Forma | Historical | Historical(1) | Pro Forma | Historical | Historical(1) | Historical(1) | ||||||||||||||||||||||||||||||||||||
2005 | 2005 | 2004 | 2004 | 2004 | 2004 | 2003 | 2002 | 2001 | 2000 | |||||||||||||||||||||||||||||||||
(Dollars in thousands, except per share data) | ||||||||||||||||||||||||||||||||||||||||||
Costs incurred to acquire management company | — | — | — | 22,152 | 22,152 | — | — | — | — | — | ||||||||||||||||||||||||||||||||
(Gain) loss on sale of storage facilities | — | — | — | — | — | — | — | — | 2,459 | (448 | ) | |||||||||||||||||||||||||||||||
Less: | ||||||||||||||||||||||||||||||||||||||||||
Income from discontinued operations | — | — | — | — | — | — | (171 | ) | (312 | ) | (194 | ) | (326 | ) | ||||||||||||||||||||||||||||
Gain on sale of storage facilities | — | — | — | — | — | — | (3,329 | ) | — | — | — | |||||||||||||||||||||||||||||||
Operating income | 23,301 | 17,684 | 13,819 | 38,561 | 3,036 | 22,663 | 28,875 | 26,739 | 23,773 | 19,888 | ||||||||||||||||||||||||||||||||
Plus: | ||||||||||||||||||||||||||||||||||||||||||
Management fees to related party/general and administrative(2) | 6,481 | 6,254 | 2,240 | 12,578 | 4,254 | 3,689 | 4,361 | 4,115 | 3,358 | 2,836 | ||||||||||||||||||||||||||||||||
Depreciation | 25,107 | 16,765 | 9,987 | 51,057 | 5,800 | 16,528 | 19,494 | 19,656 | 14,168 | 12,786 | ||||||||||||||||||||||||||||||||
Net operating income | $ | 54,889 | $ | 40,703 | $ | 26,046 | $ | 102,196 | $ | 13,090 | $ | 42,880 | $ | 52,730 | $ | 50,510 | $ | 41,299 | $ | 35,510 | ||||||||||||||||||||||
(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 our IPO. See Note 1 to the financial statements on page F-26. |
(2) | Management fees to related party were historically 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) | Pro forma basic earnings per share is computed assuming the offering was consummated as of January 1, 2004 and equals pro forma net income divided by the pro forma number of our common shares outstanding, which amount (i) includes 37,345,162 shares outstanding currently, less 14,117 unearned shares granted to our trustees, (ii) includes 146,875 shares issuable to certain members of our management team in satisfaction of grants of deferred shares made under our equity incentive plan concurrently with the closing of our IPO, (iii) includes 15,000,000 shares expected to be issued in connection with this offering, and (iv) excludes 2,250,000 shares issuable upon exercise of the underwriters’ option. Pro forma diluted earnings per share includes 23,655 incremental shares which are vested under option agreements. |
(4) | Excludes 5,198,855 operating partnership units issued at our IPO and in connection with the acquisition of facilities subsequent to the 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. |
(5) | Our board of trustees declared a pro rata dividend of $0.2009 per common share on November 16, 2004 and full quarterly dividends of $0.28 per common share on February 22, 2005 and May 31, 2005. |
(6) | 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. |
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Funds from Operations |
NOI |
• | it is one of the primary measures used by our management and our facility managers to evaluate the economic productivity of our facilities, including our ability to lease our facilities, increase pricing and occupancy and control our property operating expenses; | |
• | it is widely used in the real estate industry and the self-storage industry to measure the performance 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. |
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Basis of Presentation |
Self-Storage Facilities |
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Revenue Recognition |
Share Options |
Recent Accounting Pronouncements |
Comparison of the Three and Six Months Ended June 30, 2005 to the Three and Six Months Ended June 30, 2004 |
Acquisition, Disposition and Development Activities |
• | Acquisition of Option Facility. On January 5, 2005, we purchased the San Bernardino VII, California facility from Rising Tide Development (a related party) for approximately $7.3 million, consisting of $3.8 million in cash (which cash was used to pay off mortgage indebtedness secured by the facility) and $3.5 million in units in the operating partnership. |
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• | Acquisition of Gaithersburg, MD Facility. On January 14, 2005, we acquired one self-storage facility in Gaithersburg, Maryland for a purchase price of approximately $10.7 million, consisting of $4.3 million in cash and the assumption of $6.4 million of indebtedness. For accounting purposes, the purchase price was adjusted during the second quarter of 2005 to $11.8 million, primarily due to the fair market value adjustment for debt. | |
• | Acquisition of Ford Storage Portfolio. On March 1, 2005, we acquired five self-storage facilities, located in central Connecticut, from Ford Storage for an aggregate purchase price of $15.5 million. | |
• | Acquisition of A-1 Self Storage Portfolio. On March 15, 2005, we acquired five self-storage properties, located in Connecticut, from A-1 Self Storage for an aggregate purchase price of approximately $21.7 million. We now operate two of these facilities as one facility. On May 5, 2005, we acquired an additional self-storage facility from A-1 Self Storage for approximately $6.4 million in cash. The facility contains approximately 30,000 rentable square feet and is located in New York. | |
• | Acquisition of Option Facilities. On March 18, 2005, we purchased the Orlando II, Florida and the Boynton Beach II, Florida facilities from Rising Tide Development (a related party) for consideration of $11.8 million, consisting of $6.8 million in cash (which cash was used to pay off mortgage indebtedness secured by the facilities) and $5.0 million in units of the operating partnership. An adjustment to the purchase price was finalized during the second quarter of 2005, resulting in a revised purchase price of approximately $10.1 million, which consisted of $6.8 million in cash and $3.3 million in units of the operating partnership after a price reduction of $1.7 million in May 2005. | |
• | Acquisition of Liberty Self-Stor Portfolio. On April 5, 2005, we acquired 18 self-storage facilities from Liberty Self-Stor Ltd., a subsidiary of Liberty Self-Stor, Inc., for an aggregate purchase price of $34.0 million. The facilities total approximately 926,000 rentable square feet and are located in Ohio and New York. | |
• | Acquisition of Frisco I & II, TX and Ocoee, FL Facilities. In April 2005, we acquired three self-storage facilities from two parties for an aggregate purchase price of approximately $14.9 million. These facilities total approximately 199,000 rentable square feet and are located in Texas (2 facilities) and Florida (1 facility). | |
• | Acquisition of Extra Closet Facilities. On May 24, 2005, we acquired two facilities from Extra Closet for an aggregate purchase price of approximately $6.8 million. These facilities total approximately 99,000 rentable square feet and are located in Illinois. | |
• | Disposition of Liberty Self-Stor Facility. On June 15, 2005, we sold one facility (purchased as part of the Liberty Self-Stor portfolio acquisition) for approximately $0.6 million, which approximated book value. Revenues and the related results for operations, for the property sold, were insignificant to our total revenues and related results of operations for the quarter ended June 30, 2005. |
Number of Self- | ||||
Storage Facilities | ||||
Balance — December 31, 2004 | 201 | |||
Facilities acquired | 38 | |||
Facilities consolidated(1) | (2 | ) | ||
Facilities sold | (1 | ) | ||
Balance — June 30, 2005 | 236 | |||
(1) | We operate two of the facilities owned as of December 31, 2004 as one facility and two of the facilities acquired in March 2005 as one facility. |
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Three Months Ended | Six Months Ended | |||||||||||||||||
June 30, | June 30, | |||||||||||||||||
2005 | 2004 | 2005 | 2004 | |||||||||||||||
($ in thousands) | ||||||||||||||||||
REVENUES: | ||||||||||||||||||
Rental income | $ | 31,480 | $ | 20,261 | $ | 59,077 | $ | 39,752 | ||||||||||
Other property related income | 2,304 | 946 | 4,422 | 1,979 | ||||||||||||||
Total revenues | 33,784 | 21,207 | 63,499 | 41,731 | ||||||||||||||
OPERATING EXPENSES: | ||||||||||||||||||
Property operating expenses | 12,014 | 7,987 | 22,810 | 15,685 | ||||||||||||||
Depreciation | 8,744 | 5,259 | 16,765 | 9,987 | ||||||||||||||
General and administrative | 3,229 | — | 6,254 | — | ||||||||||||||
Management fees — related party | — | 1,138 | — | 2,240 | ||||||||||||||
Total operating expenses | 23,987 | 14,384 | 45,829 | 27,912 | ||||||||||||||
OPERATING INCOME | 9,797 | 6,823 | 17,670 | 13,819 | ||||||||||||||
OTHER INCOME (EXPENSE): | ||||||||||||||||||
Interest expense | (7,142 | ) | (6,001 | ) | (12,949 | ) | (9,740 | ) | ||||||||||
Loan procurement amortization expense | (385 | ) | (2,045 | ) | (758 | ) | (2,218 | ) | ||||||||||
Other | 30 | — | 14 | — | ||||||||||||||
Total other expense | (7,497 | ) | (8,046 | ) | (13,693 | ) | (11,958 | ) | ||||||||||
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE MINORITY INTEREST | $ | 2,300 | $ | (1,223 | ) | $ | 3,977 | $ | 1,861 | |||||||||
Comparison of Operating Results for the Three Months Ended June 30, 2005 and 2004 |
Total Revenues |
Total Operating Expenses |
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Comparison of Operating Results for the Six Months Ended June 30, 2005 and 2004 |
Total Revenues |
Total Operating Expenses |
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Comparison of Operating Results for the Years Ended December 31, 2004 and 2003 |
Acquisition and Development Activities |
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Year Ended | ||||||||||
December 31, | ||||||||||
2004(1) | 2003 | |||||||||
($ 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 | ||||||||
Depreciation | 22,328 | 19,494 | ||||||||
General and administrative | 4,254 | — | ||||||||
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 expense | (23,813 | ) | (15,128 | ) | ||||||
Loan procurement amortization expense | (5,967 | ) | (1,015 | ) | ||||||
Early extinguishment of debt | (7,012 | ) | — | |||||||
Cost incurred to acquire management company | (22,152 | ) | — | |||||||
Other | 28 | 12 | ||||||||
Total other expense | (58,916 | ) | (16,131 | ) | ||||||
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE MINORITY INTEREST | $ | (33,245 | ) | $ | 12,732 | |||||
(1) | The twelve months ended December 31, 2004 represents consolidated operating results for the Company from October 21, 2004 to December 31, 2004 and combined operating results for the Predecessor from January 1, 2004 to October 20, 2004. The operating results for the year ended December 31, 2004 are not comparable to future expected operating results of the Company since they include various IPO-related charges. |
Comparison of Operating Results for the Years Ended December 31, 2004 and 2003 (Not including discontinued operations) |
Total Revenues |
Total Operating Expenses |
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Comparison of Operating Results for the Years Ended December 31, 2003 and 2002 |
Acquisition and Development Activities |
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Year Ended | ||||||||||
December 31, | ||||||||||
2003 | 2002 | |||||||||
($ in thousands) | ||||||||||
REVENUES: | ||||||||||
Rental income | $ | 76,898 | $ | 72,719 | ||||||
Other property related income | 3,916 | 3,866 | ||||||||
Total revenues | 80,814 | 76,585 | ||||||||
OPERATING EXPENSES: | ||||||||||
Property operating expenses | 28,096 | 26,075 | ||||||||
Depreciation | 19,494 | 19,656 | ||||||||
Management fees — related party | 4,361 | 4,115 | ||||||||
Total operating expenses | 51,951 | 49,846 | ||||||||
OPERATING INCOME | 28,863 | 26,739 | ||||||||
OTHER INCOME (EXPENSE): | ||||||||||
Interest expense | (15,128 | ) | (15,944 | ) | ||||||
Loan procurement amortization expense | (1,015 | ) | (1,079 | ) | ||||||
Other | 12 | — | ||||||||
Total other expense | (16,131 | ) | (17,023 | ) | ||||||
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE MINORITY INTEREST | $ | 12,732 | $ | 9,716 | ||||||
Comparison of Operating Results for the Years Ended December 31, 2003 and 2002 (Not including discontinued operations) |
Total Revenues |
Total Operating Expenses |
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Three Months Ended | Six Months Ended | |||||||||||||||||||||||
June 30, | June 30, | |||||||||||||||||||||||
Percent | Percent | |||||||||||||||||||||||
2005 | 2004 | Change | 2005 | 2004 | Change | |||||||||||||||||||
($ in thousands) | ||||||||||||||||||||||||
Same-store revenues | $ | 22,650 | $ | 21,207 | 6.8 | % | $ | 44,445 | $ | 41,731 | 6.5 | % | ||||||||||||
Same-store property operating expenses | 7,389 | 7,987 | (7.5 | )% | 15,145 | 15,685 | (3.4 | )% | ||||||||||||||||
Non same-store revenues | 11,134 | — | 19,054 | — | ||||||||||||||||||||
Non same-store property operating expenses | 4,625 | — | 7,665 | — | ||||||||||||||||||||
Total revenues | 33,784 | 21,207 | 63,499 | 41,731 | ||||||||||||||||||||
Total property operating expenses | 12,014 | 7,987 | 22,810 | 15,685 | ||||||||||||||||||||
Number of facilities included in same-store analysis | 154 | 154 |
Year Ended | Year Ended | |||||||||||||||||||||||
December 31, | December 31, | |||||||||||||||||||||||
Percent | Percent | |||||||||||||||||||||||
2004 | 2003 | Change | 2003 | 2002 | Change | |||||||||||||||||||
($ in thousands) | ||||||||||||||||||||||||
Same-store revenues | $ | 79,403 | $ | 74,661 | 6.4 | % | $ | 60,958 | $ | 59,300 | 2.8 | % | ||||||||||||
Same-store property operating expenses | 29,085 | 25,410 | 14.5 | % | 20,657 | 19,589 | 5.5 | % | ||||||||||||||||
Non same-store revenues | 12,205 | 6,153 | 19,856 | 17,285 | ||||||||||||||||||||
Non same-store property operating expenses | 6,581 | 2,686 | 7,439 | 6,486 | ||||||||||||||||||||
Total revenues | 91,608 | 80,814 | 80,814 | 76,585 | ||||||||||||||||||||
Total property operating expenses | 35,666 | 28,096 | 28,096 | 26,075 | ||||||||||||||||||||
Number of facilities included in same-store analysis | 142 | 121 |
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Comparison of the Same-Store Results for the Three Months Ended June 30, 2005 and 2004 |
Comparison of the Same-Store Results for the Six Months Ended June 30, 2005 and 2004 |
Comparison of the Same-Store Results for the Years Ended December 31, 2004 and 2003 |
Comparison of the Same-Store Results for the Years Ended December 31, 2003 and 2002 |
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Six Months Ended | ||||||||||||
June 30, | ||||||||||||
Increase | ||||||||||||
2005 | 2004 | (Decrease) | ||||||||||
($ in thousands) | ||||||||||||
Net cash provided by (used in): | ||||||||||||
Operating activities | $ | 21,468 | $ | 16,994 | $ | 4,474 | ||||||
Investing activities | $ | (122,789 | ) | $ | (2,788 | ) | $ | (120,001 | ) | |||
Financing activities | $ | 78,644 | $ | (18,637 | ) | $ | 97,281 |
Comparison of Cash Flows for the Six Months Ended June 30, 2005 and 2004 |
Comparison of Cash Flows for the Years Ended December 31, 2004 and 2003 |
Year Ended | ||||||||||||
December 31, | ||||||||||||
Increase | ||||||||||||
2004 | 2003 | (Decrease) | ||||||||||
($ in thousands) | ||||||||||||
Net cash provided by (used in): | ||||||||||||
Operating activities | $ | 34,938 | $ | 34,227 | $ | 711 | ||||||
Investing activities | $ | (234,189 | ) | $ | (2,507 | ) | $ | (231,682 | ) | |||
Financing activities | $ | 220,233 | $ | (25,729 | ) | $ | 245,962 |
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Comparison of Cash Flows for the Years Ended December 31, 2003 and 2002 |
Year Ended | ||||||||||||
December 31, | ||||||||||||
Increase | ||||||||||||
2003 | 2002 | (Decrease) | ||||||||||
($ in thousands) | ||||||||||||
Net cash provided by (used in): | ||||||||||||
Operating activities | $ | 34,227 | $ | 31,642 | $ | 2,585 | ||||||
Investing activities | $ | (2,507 | ) | $ | (33,212 | ) | $ | (30,705 | ) | |||
Financing activities | $ | (25,729 | ) | $ | (818 | ) | $ | (24,911 | ) |
• | Maximum total indebtedness to total asset value of 65%; | |
• | Minimum interest coverage ratio of 2.0:1; | |
• | Minimum fixed charge coverage ratio of 1.7:1; and | |
• | Minimum tangible net worth of $400.0 million. |
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Contractual Obligations |
Payments Due by Period | ||||||||||||||||||||
Less Than | More Than | |||||||||||||||||||
Contractual Obligations | Total | 1 Year | 1-3 Years | 3-5 Years | 5 Years | |||||||||||||||
Loans Payable | $ | 489,372 | $ | 1,573 | $ | 213,379 | $ | 98,606 | $ | 175,814 | ||||||||||
Contractual Capital Lease Obligations | 90 | 19 | 71 | — | — | |||||||||||||||
Ground Leases and Third Party Office Lease | 746 | 78 | 298 | 126 | 244 | |||||||||||||||
Related Party Office Lease | 3,280 | 153 | 662 | 663 | 1,802 | |||||||||||||||
Employment Contracts | 2,750 | 550 | 2,200 | — | — | |||||||||||||||
Total | $ | 496,238 | $ | 2,373 | $ | 216,610 | $ | 99,395 | $ | 177,860 | ||||||||||
Effect of Changes in Interest Rates on our Outstanding Debt |
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Acquisitions Completed Through July 31, 2005 |
Number of Facilities | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Rentable | Number | Top Targeted Markets | Purchase | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Acquisition | Square | Number | July 31, 2005 | of | Other | Price | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Facility/Portfolio | Closing | Feet | of Units | Occupancy(1) | Facilities | IL | OH | TX | CA | FL | CT | CO | NY | NJ | States | (000’s) | |||||||||||||||||||||||||||||||||||||||||||||||||
National Self Storage Portfolio | July 2005 | 3,742,582 | 32,939 | 86.1% | 70 | — | — | 15 | 11 | — | — | 5 | — | — | 39 | $ | 212,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Metro Storage Portfolio | October 2004 | 2,600,958 | 22,901 | 78.3% | 42 | 24 | 4 | — | — | 4 | — | — | — | — | 10 | 184,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Liberty Self-Stor Portfolio(2) | April 2005 | 908,609 | 7,022 | 79.7% | 17 | — | 14 | — | — | — | — | — | 3 | — | — | 33,400 | |||||||||||||||||||||||||||||||||||||||||||||||||
Individual Facility and Small Portfolio Acquisitions: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ford Storage Portfolio | March 2005 | 257,656 | 1,642 | 80.4% | 5 | — | — | — | — | — | 5 | — | — | — | — | 15,500 | |||||||||||||||||||||||||||||||||||||||||||||||||
A-1 Self Storage Portfolio(3) | March/May 2005 | 231,457 | 2,256 | 90.3% | 5 | — | — | — | — | — | 4 | — | 1 | — | — | 28,100 | |||||||||||||||||||||||||||||||||||||||||||||||||
Extra Closet Facilities | May 2005 | 99,178 | 750 | 87.1% | 2 | 2 | — | — | — | — | — | — | — | — | — | 6,800 | |||||||||||||||||||||||||||||||||||||||||||||||||
Dania Beach, FL | November 2004 | 264,375 | 1,928 | 79.9% | 1 | — | — | — | — | 1 | — | — | — | — | — | 13,900 | |||||||||||||||||||||||||||||||||||||||||||||||||
Frisco I, TX | April 2005 | 51,079 | 447 | 83.1% | 1 | — | — | 1 | — | — | — | — | — | — | — | 5,700 | |||||||||||||||||||||||||||||||||||||||||||||||||
Frisco II, TX | April 2005 | 71,539 | 514 | 89.1% | 1 | — | — | 1 | — | — | — | — | — | — | — | 4,200 | |||||||||||||||||||||||||||||||||||||||||||||||||
Ocoee, FL | April 2005 | 76,258 | 665 | 97.6% | 1 | — | — | — | — | 1 | — | — | — | — | — | 4,950 | |||||||||||||||||||||||||||||||||||||||||||||||||
Bradenton II, FL | October 2004 | 88,103 | 904 | 86.0% | 1 | — | — | — | — | 1 | — | — | — | — | — | 7,450 | |||||||||||||||||||||||||||||||||||||||||||||||||
West Palm Beach II, FL | October 2004 | 93,915 | 913 | 97.8% | 1 | — | — | — | — | 1 | — | — | — | — | — | 10,750 | |||||||||||||||||||||||||||||||||||||||||||||||||
Clifton, NJ | July 2005 | 105,625 | 1,014 | 87.6% | 1 | — | — | — | — | — | — | — | — | 1 | — | 16,800 | |||||||||||||||||||||||||||||||||||||||||||||||||
Gaithersburg, MD | January 2005 | 87,170 | 798 | 80.2% | 1 | — | — | — | — | — | — | — | — | — | 1 | 10,700 | |||||||||||||||||||||||||||||||||||||||||||||||||
California, MD | November 2004 | 67,528 | 722 | 89.6% | 1 | — | — | — | — | — | — | — | — | — | 1 | 5,700 | |||||||||||||||||||||||||||||||||||||||||||||||||
Tempe, AZ | July 2005 | 53,525 | 408 | 85.0% | 1 | — | — | — | — | — | — | — | — | — | 1 | 2,900 | |||||||||||||||||||||||||||||||||||||||||||||||||
Option Facilities: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
San Bernardino VII, CA | January 2005 | 83,756 | 636 | 78.6% | 1 | — | — | — | 1 | — | — | — | — | — | — | 7,300 | |||||||||||||||||||||||||||||||||||||||||||||||||
Orlando II, FL | March 2005 | 92,944 | 788 | 94.8% | 1 | — | — | — | — | 1 | — | — | — | — | — | 6,100 | |||||||||||||||||||||||||||||||||||||||||||||||||
Boynton Beach II, FL | March 2005 | 62,276 | 609 | 92.7% | 1 | — | — | — | — | 1 | — | — | — | — | — | 4,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Total Completed Acquisitions | 9,038,533 | 77,856 | 83.3% | 154 | 26 | 18 | 17 | 12 | 10 | 9 | 5 | 4 | 1 | 52 | $ | 580,250 |
(1) | Represents occupied square feet divided by total rentable square feet, as of July 31, 2005. |
(2) | Information excludes the one facility from this portfolio subsequently sold by us in June 2005. |
(3) | The acquisition of four of the facilities from A-1 Self Storage was completed in March 2005, and the final facility was acquired in May 2005. |
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• | Acquisition of National Self Storage Portfolio. On July 26, 2005, we completed the acquisition of 70 self-storage facilities from National Self Storage for an aggregate purchase price of approximately $212.0 million. The purchase price consisted of approximately $61.5 million of units in our operating partnership (consisting of approximately 8.6% of the units in our operating partnership as of July 31, 2005), the assumption of approximately $80.8 million of outstanding debt by our operating partnership, and approximately $69.7 million in cash. These facilities total approximately 3.7 million rentable square feet and includes self-storage facilities located in our existing markets in Southern California, Arizona and Tennessee and in new markets in Texas, Northern California, New Mexico, Colorado and Utah. | |
• | Acquisition of Metro Storage Portfolio. On October 27, 2004, we acquired 42 self-storage facilities from Metro Storage LLC for an aggregate purchase price of $184.0 million. These facilities total approximately 2.6 million rentable square feet and are located in Illinois, Indiana, Florida, Ohio and Wisconsin. | |
• | Acquisition of Liberty Self-Stor Portfolio. On April 5, 2005, we acquired 18 self-storage facilities from Liberty Self-Stor Ltd., a subsidiary of Liberty Self-Stor, Inc., for an aggregate purchase price of $34.0 million. These facilities total approximately 926,000 rentable square feet and are located in Ohio and New York. On June 15, 2005, we sold one of these facilities, containing approximately 17,000 rentable square feet, for approximately $0.6 million. | |
• | Individual Facility and Small Portfolio Acquisitions. |
• | Acquisition of Ford Storage Portfolio. On March 1, 2005, we acquired five self-storage facilities from Ford Storage for an aggregate purchase price of $15.5 million. These facilities total approximately 258,000 rentable square feet and are located in central Connecticut. | |
• | Acquisition of A-1 Self-Storage Portfolio. On March 15, 2005, we acquired five self-storage facilities from A-1 Self Storage for an aggregate purchase price of approximately $21.7 million. These facilities total approximately 201,000 rentable square feet and are located in Connecticut. We now operate two of these facilities as one facility. On May 5, 2005, we acquired an additional self-storage facility from A-1 Self Storage for approximately $6.4 million. This facility contains approximately 30,000 rentable square feet and is located in New York. | |
• | Acquisition of Extra Closet Facilities. On May 24, 2005, we acquired two facilities from Extra Closet for an aggregate purchase price of approximately $6.8 million. These facilities total approximately 99,000 rentable square feet and are located in Illinois. | |
• | Acquisition of Dania Beach, FL Facility. On November 1, 2004, we acquired one self-storage facility, located in Dania Beach, FL, for a purchase price of approximately $13.9 million. This facility contains approximately 264,000 rentable square feet. | |
• | Acquisition of Frisco I & II, TX and Ocoee, FL Facilities. In April 2005, we acquired three self-storage facilities, two located in Frisco, TX and one in Ocoee, FL, for an aggregate purchase price of approximately $14.9 million. These facilities total approximately 199,000 rentable square feet. | |
• | Acquisition of Bradenton II, FL and West Palm Beach II, FL Facilities. On October 28, 2004, we acquired two self-storage facilities, one located in Bradenton, FL and one in West Palm Beach, FL, for an aggregate purchase price of approximately $18.2 million. These facilities total approximately 182,000 rentable square feet. | |
• | Acquisition of Clifton, NJ Facility. On July 15, 2005, we acquired one self-storage facility, located in Clifton, NJ, for a purchase price of $16.8 million. This facility contains approximately 106,000 rentable square feet. |
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• | Acquisition of Gaithersburg, MD Facility. On January 14, 2005, we acquired one self-storage facility, located in Gaithersburg, MD, for a purchase price of approximately $10.7 million, consisting of $4.3 million in cash and the assumption of $6.4 million of indebtedness. This facility contains approximately 87,000 rentable square feet. | |
• | Acquisition of California, MD Facility. On November 1, 2004, we acquired one self-storage facility, located in California, MD, for a purchase price of approximately $5.7 million. This facility contains approximately 68,000 rentable square feet. | |
• | Acquisition of Tempe, AZ Facility. On July 11, 2005, we acquired one self-storage facility, located in Tempe, AZ, for a purchase price of approximately $2.9 million. This facility contains approximately 54,000 rentable square feet. |
• | Acquisitions of Option Facilities. |
• | Acquisition of San Bernardino VII, CA Facility. On January 5, 2005, we purchased the San Bernardino VII, CA facility from Rising Tide Development pursuant to our option agreement. The purchase price was approximately $7.3 million, consisting of $3.8 million in cash (which cash was used to pay off mortgage indebtedness secured by the facility) and $3.5 million in units in our operating partnership. This facility contains approximately 84,000 rentable square feet. | |
• | Acquisition of Orlando II, FL and Boynton Beach II, FL Facilities. On March 18, 2005, we purchased the Orlando II, FL and the Boynton Beach II, FL facilities from Rising Tide Development pursuant to our option agreement. The aggregate purchase price was approximately $10.1 million, consisting of $6.8 million in cash and $3.3 million in units in our operating partnership. These facilities total approximately 155,000 rentable square feet. |
Acquisitions Completed Since July 31, 2005 |
• | Acquisition of Elizabeth, NJ and Hoboken, NJ Facilities. On August 4, 2005, we acquired two self-storage facilities, one located in Elizabeth, NJ and one in Hoboken, NJ, for an aggregate purchase price of approximately $8.2 million. These facilities total approximately 74,000 rentable square feet. | |
• | Acquisition of Colorado Portfolio. On September 22, 2005, we acquired seven self-storage facilities located in Colorado for an aggregate purchase price of $19.5 million. These facilities total approximately 317,000 rentable square feet. | |
• | Acquisition of Miami, Florida Facilities. On September 27, 2005, we acquired two self-storage facilities located in Miami, Florida for an aggregate purchase price of $17.8 million. These facilities total approximately 151,000 rentable square feet. | |
• | Acquisition of Pensacola, Florida Facility. On September 27, 2005, we acquired one self-storage facility located in Pensacola, Florida for a purchase price of approximately $7.9 million. This facility contains approximately 79,000 rentable square feet. | |
• | Acquisition of Texas Portfolio. On September 27, 2005, we acquired four self-storage facilities located in Texas, for an aggregate purchase price of $15.6 million. These facilities total approximately 227,000 rentable square feet. We also have agreed to acquire an additional eight self-storage facilities, for an aggregate purchase price of approximately $46.2 million, from this seller as described below under “Developments Since Our IPO — Pending Acquisitions.” | |
Pending Acquisitions |
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Number of | ||||||||||||||||||||||||
Total | Facilities by | |||||||||||||||||||||||
Number | State | |||||||||||||||||||||||
Total Rentable | July 31, 2005 | of | Purchase Price | |||||||||||||||||||||
Facility/Portfolio | Square Feet | Occupancy(1) | Facilities | TX | FL | ($ in thousands) | ||||||||||||||||||
Texas Portfolio(2) | 562,249 | 46% | 8 | 8 | — | $ | 46,200 | |||||||||||||||||
Dallas, TX Portfolio | 461,775 | 90% | 8 | 8 | — | 29,000 | ||||||||||||||||||
Jacksonville, FL Facility(3) | 81,500 | N/A | 1 | — | 1 | 7,200 | ||||||||||||||||||
Total/ Weighted Average | 1,105,524 | 66% | 17 | 16 | 1 | $ | 82,400 |
(1) | Represents occupied square feet divided by total rentable square feet, as of July 31, 2005, as reported by the seller. | |
(2) | Includes one facility currently under construction. | |
(3) | Facility is currently under construction. |
• | Texas Portfolio. In July 2005, we entered into an agreement for the acquisition of 12 self-storage facilities located in Texas including one facility currently under construction, for an aggregate purchase price of approximately $61.8 million. As described above under “Developments Since Our IPO — Acquisitions Completed Since July 31, 2005,” we acquired four of these facilities, for an aggregate purchase price of $15.6 million, on September 27, 2005. We expect to acquire the remaining eight facilities, for an aggregate purchase price of approximately $46.2 million, during the first half of 2006. These eight facilities total approximately 562,000 rentable square feet and were 46% occupied as of July 31, 2005. | |
• | Dallas, Texas Portfolio. In June 2005, we entered into an agreement for the acquisition of eight self-storage facilities located in Dallas, Texas for an aggregate purchase price of approximately $29.0 million, including the assumption of approximately $12.3 million of existing mortgage debt on five of these facilities. These facilities total approximately 462,000 rentable square feet and were 90% occupied as of July 31, 2005. We expect to acquire these facilities in October 2005, and may acquire one or more of these facilities prior to the closing of this offering. | |
• | Jacksonville, Florida Facility. In January 2005, we entered into an agreement for the acquisition of one self-storage facility located in Jacksonville, Florida for a purchase price of approximately $7.2 million. This facility is currently under construction and is expected to contain approximately 82,000 rentable square feet. This acquisition is expected to close upon the completion of the facility, which is not expected to occur before December 2005. | |
Completed Financings |
• | Revolving Credit Facility. On October 27, 2004, concurrently with the closing of our IPO, we and our operating partnership entered into a three-year, $150.0 million secured revolving credit facility |
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with Lehman Brothers Inc. and Wachovia Capital Markets, LLC, joint lead arrangers and joint bookrunners. The facility is scheduled to mature on October 27, 2007, with the option for us to extend the maturity date to October 27, 2008. Borrowings under the facility bear interest at a variable rate based upon a base rate or a Eurodollar rate plus, in each case, a spread depending on our leverage ratio. The credit facility is secured by certain of our self-storage facilities and requires that we maintain a minimum “borrowing base” of properties. We use this credit facility principally to finance the acquisition and development of self-storage facilities and for general working capital purposes. | ||
• | Lehman Brothers Fixed Rate Mortgage Loans. Also on October 27, 2004, and concurrently with the closing of our IPO, three of our subsidiaries entered into three separate fixed rate mortgage loans with an aggregate principal amount of approximately $270.0 million. The first mortgage loan, from Lehman Brothers Bank, FSB, is secured by 26 of our facilities, has an initial outstanding principal balance of $90.0 million, bears interest at 5.09% and matures in November 2009. The second mortgage loan, from Lehman Brothers Holdings, Inc., or “Lehman Capital,” is secured by 21 of our facilities, has an initial outstanding principal balance of $90.0 million, bears interest at 5.19% and matures in May 2010. The third mortgage loan, also from Lehman Capital, is secured by 18 of our facilities, has an initial outstanding principal balance of $90.0 million, bears interest at 5.33% and matures in January 2011. Each of these mortgage loans requires us to establish reserves relating to the mortgaged facilities for real estate taxes, insurance and capital spending. | |
• | Additional Lehman Brothers Fixed Rate Mortgage Loan. On July 19, 2005, one of our subsidiaries entered into a fixed rate mortgage loan agreement with Lehman Brothers Bank, FSB, as the lender, 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. The mortgage loan will become immediately due and payable, and the lender will be entitled to interest on the unpaid principal sum at an increased rate, if any required payment is not paid on or prior to the date when due or on the happening of any other event of default. This mortgage loan requires the borrower to establish reserves relating to the mortgaged facilities for replacements, repairs, real estate taxes and insurance. | |
• | LaSalle Bank Fixed Rate Mortgage Loan. On August 4, 2005, one of our subsidiaries entered into a fixed rate mortgage loan agreement with LaSalle Bank National Association, as the lender, in the principal amount of $80.0 million. The mortgage loan, which is secured by 28 of our self-storage facilities, bears interest at 4.96% and matures in September 2012. The mortgage loan will become immediately due and payable, and the lender will be entitled to interest on the unpaid principal sum at an increased rate, if any required payment is not paid on or prior to the date when due or on the happening of any other event of default. This mortgage loan requires the borrower to establish reserves relating to the mortgaged facilities for replacements, repairs, real estate taxes and insurance. |
• | Significant Scale and Scope — As of July 31, 2005, our portfolio of 308 facilities totaled approximately 18.9 million rentable square feet. Our scale and geographic scope have allowed us to compete effectively in the highly fragmented self-storage market, over 80% of which is owned by operators that individually have less than a 0.4% market share, based on rentable square footage, according to the Self-Storage Almanac. As a national owner and operator of self-storage facilities, we continually enhance our business by applying our management expertise and best practices developed across our portfolio to our local facilities. We also benefit from economies of scale and are able to |
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spread our fixed costs across a large base of facilities. In particular, the benefits include negotiating better terms for advertising, insurance and bulk purchasing of ancillary sales items. In addition, we have found it cost-effective to operate a national call center to complement the customer service provided by our on-site property managers. Economies of scale also have assisted us in marketing our “U-Store-It” brand, which we believe is one of the top brands in the industry, on a national basis. Additionally, our geographic diversification helps to mitigate risks associated with adverse operating conditions in any local or regional market. | ||
• | Integrated Platform with Operating, Development and Acquisition Expertise — We are an integrated self-storage real estate company, which means that we have in-house capabilities in the design, development, leasing, operation and acquisition of self-storage facilities. We also are one of the few self-storage companies with the experience and the capability to make property investments on a national scale through multiple methods — acquisitions of operating facilities, development of new facilities and redevelopment of underperforming facilities. Since 1997, we acquired 264 self-storage facilities containing an aggregate of approximately 15.6 million rentable square feet for a total purchase price of approximately $890 million, including 154 facilities (9.0 million rentable square feet) acquired since our IPO for a total purchase price of approximately $580 million. In addition, since 1997 we have developed 14 facilities containing an aggregate of approximately 900,000 rentable square feet at a total development cost of approximately $66 million. We believe that our expertise will enable us to continue to identify and complete acquisitions and developments that may enhance our cash flow and shareholder value. | |
• | Focused Operating Philosophy — We focus on maintaining and improving profitability at each of our facilities by managing our pricing and occupancy, controlling our operating expenses and monitoring our operating results at the facility level. Each facility manager is empowered to use his or her local market knowledge to make pricing decisions, subject to certain pre-set guidelines and review by our district managers. We believe this decentralized approach to pricing allows us to respond quickly to opportunities to increase rents. Our on-site managers and call center representatives are carefully selected and extensively trained in customer service and marketing skills. | |
• | High Quality Facilities Located in Targeted Growth Markets — We seek to offer high quality modern facilities and generally focus our acquisitions and developments in metropolitan areas that we consider to be growth markets. Within those metropolitan areas, we believe our facilities are well- located in submarkets with favorable three- to five-mile demographics and demand trends. In addition, since 1999, we spent a total of approximately $16.2 million expanding and improving our facilities. A total of 158, or approximately 51%, of our facilities include climate-controlled units, compared to the national average of 26%, according to the Self-Storage Almanac. As a result, we believe that our portfolio of facilities is among the most modern and well-located in the industry. | |
• | Seasoned Management Team — Our senior management team has been working together to acquire, develop and operate self-storage facilities for more than ten years. Our top four executives, Robert J. Amsdell, Steven G. Osgood, Todd C. Amsdell and Tedd D. Towsley, have an average of approximately 23 years of real estate experience and have worked in the self-storage industry for an average of approximately 17 years. This experience enables us to capitalize on our industry relationships to identify attractive acquisition and development opportunities and continually improve our operating strategies. In addition, this management team was responsible for several key innovations that have contributed to our continued success, such as the implementation of a national call center, full benefit packages to our employees and the creation of the “Diamond Storage Alliance,” a network of self-storage operators designed to market self-storage to national commercial customers. After giving effect to this offering, our senior management team, together with Barry L. Amsdell and two related family trusts, will own approximately 18.1% of our common shares on a fully diluted basis. We believe that the significant equity ownership by our senior management team will continue to effectively align its interests with those of our other shareholders. |
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• | Maximize cash flow from our facilities — We seek to maximize cash flow from our facilities by increasing rents, increasing occupancy levels, controlling operating expenses and expanding and improving our facilities. |
• | Increasing rents — Our operating strategy focuses on achieving the highest sustainable rent levels at each of our facilities. Pricing strategies are established by our facility managers in consultation with their district managers. This flexibility at the local market level has allowed us to respond quickly to opportunities to increase rents. Our annual rent per occupied square foot has increased from an average of $9.13 in 2000 to $10.66 for the twelve months ended June 30, 2005, a 16.8% increase. We believe our practice of providing flexibility for facility managers to set rents is a significant contributing factor to this growth in annual rent per occupied square foot. | |
• | Increasing occupancy levels — We focus on increasing occupancy levels at our newly developed, recently acquired or recently expanded facilities. We actively lease our facilities while maintaining and, where possible, increasing our pricing levels. | |
• | Controlling operating expenses — We strive to strictly control our operating expenses. Our regional managers are focused on maximizing profitability at each of our facilities by controlling operating expenses. We also take advantage of economies of scale provided by our expanded platform of facilities to reduce certain property operating expenses such as insurance, advertising and cost of ancillary sales items. | |
• | Expanding and improving our facilities — We continually analyze whether we can achieve attractive returns on investment in facility expansions and improvements. We seek to satisfy additional demand in certain of our markets by investing in expansions of our facilities which have reached near full occupancy. Additionally, where appropriate (based on physical design of the facility and our expectations regarding additional demand), we upgrade our facilities by adding such features as climate-controlled units, enhanced security systems and interior corridor access to units. Since 1999, we have completed expansions at 16 of our existing facilities totaling approximately $14 million of additional investment, adding an average of approximately 20,000 square feet of rental space at each expanded facility. These expansions have allowed us to capture additional demand, thereby increasing the income from our facilities, and these improvements have allowed us to charge higher rents, thereby enhancing our operating margins. |
• | Acquire facilities within our targeted markets — The self-storage industry in the United States is primarily composed of local operators that own single facilities. According to the Self-Storage Almanac, the top ten operators of self-storage facilities (which includes us) collectively own approximately 16% of the aggregate market share of self-storage space, based on rentable square footage, while the remaining approximately 84% is owned by operators that individually have less than a 0.4% market share. We believe the industry will continue to provide us with opportunities for future growth through consolidation due to this highly fragmented composition, 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 continue 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 history of actively 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. We intend to acquire additional facilities primarily in areas that we consider to be growth markets, such as California, Colorado, Florida, Georgia, Illinois, Texas and the Northeastern United States. We also have the option to purchase the option facilities, as described below under “— Our Facilities — Option Facilities,” on page 82. |
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• | Utilize our development expertise in selective new developments — We intend 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 believe that our expertise will enable us to mitigate development risks and identify opportunities with attractive potential returns. We expect to continually review internally and externally generated opportunities for new development within areas where we have facilities. | |
• | Focus on expanding our commercial customer base — We intend to continue focusing on expanding the base of commercial customers that use our facilities for their storage and distribution needs. Our current commercial customers include many types of businesses, including pharmaceutical representatives, food purveyors and small business retailers. Commercial customers are attractive to us because they tend to rent larger units, stay for longer rental periods and are generally less sensitive to rent increases. According to the Self-Storage Almanac, commercial customers currently comprise approximately 20% of self-storage customers nationwide. Although it is difficult to accurately track all of our commercial customers because many business owners and commercial users rent units in the name of an individual, we currently estimate that approximately 15% or more of our revenues are derived from commercial customers. We believe that there are significant growth opportunities in this area as more businesses, such as those in the pharmaceutical and food product industries, begin to employ self-storage for their distribution logistics, favoring self-storage for its relatively low cost, ease of access, security, flexible lease terms, climate control features and proximity to their distribution destinations. Towards this end, we have developed, acquired and redeveloped our facilities with features specifically designed to accommodate commercial customers, including climate-controlled units and wider aisles and greater load-bearing capabilities for large truck access. | |
• | Continue to grow ancillary revenues — We intend to continue to enhance the cash flow from our facilities by increasing the sales of products and services that complement our customers’ use of our self-storage facilities. These include the sale of packing supplies and locks, truck and moving equipment rentals and the referral of content insurance to some of our customers. We believe that as the utilization of and uses for self-storage facilities expand in the marketplace our ancillary business will continue to grow. We expect to continue to add additional products to our displays and to expand our display area for ancillary products and services. Our marketing efforts for our ancillary products include in-store signage and yellow page, print and internet advertising. Ancillary revenues generated by our same-store facilities increased from approximately $0.8 million in 2000 to $1.8 million for the twelve months ended June 30, 2005, a 125.0% increase. |
• | 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 in California, Colorado, Florida, Georgia, Illinois, Texas 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. In addition, we seek to acquire facilities with an on-site |
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apartment for the manager, security cameras and gated access, accessibility for tractor trailers and good construction. | ||
• | Growth Potential — We will continue to target acquisitions that offer growth potential through increased operating efficiency and, in some cases, through additional leasing efforts, renovations or expansions. In addition to acquisitions of single facilities, we will continue to 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. |
• | Broad Base of Demand Driven by a Variety of Storage Needs — Self-storage facilities serve a wide spectrum of residential and commercial customers ranging from college students to high-income homeowners and from local businesses to large national corporations. The use of self-storage can be both short- and long-term and is driven by a variety of events and circumstances, including the following: |
• | Moving into or out of an area, which creates the need for short-term storage; | |
• | Residential downsizing, such as “empty-nesters” moving into smaller homes and seeking long-term storage for their accumulated possessions; | |
• | The limited size of apartments and condominium units, which creates the need for supplemental storage space; | |
• | Growing discretionary income, resulting in the purchase of items such as boats and recreational vehicles which require storage during periods of non-use; | |
• | The end of school and vacation seasons, when college students and renters of vacation homes need to temporarily store their belongings, such as dormitory furniture and camping and sporting equipment; | |
• | The growing number of small businesses that need affordable off-site storage for their supplies, product inventories and business records; and | |
• | The interest of large corporations in employing self-storage as a cost-effective alternative in their distribution logistics. |
• | Relative Stability through Economic Cycles — According to the 2004 Self-Storage Almanac, demand for self-storage tends to remain relatively stable because the causes of such demand are present throughout the various stages of an economic cycle. Economic expansions generate demand as individuals relocate to new jobs and make more purchases and businesses expand their storage and distribution needs. Conversely, economic downturns also initially create additional needs for self-storage as a result of the relocation and residential downsizing associated with reduced income or job losses. | |
• | Low Price Sensitivity of Customers — We believe that many self-storage facility customers have a low sensitivity to price increases partly due to the low cost of self-storage relative to other storage alternatives and also due to the inconvenience of moving stored belongings to another location. |
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• | Large Pool of Individual Customers — The self-storage industry benefits from the significant mobility of a growing population. According to the U.S. Census Bureau, 39.0 million United States residents, or approximately 13.7% of the total U.S. population, relocated between 2003 and 2004. According to the 2004 Self-Storage Almanac, consumer awareness of self-storage has grown significantly as more facilities have been built nationwide and overall usage has risen. Self-storage operators continue to induce additional demand by opening facilities in new geographic markets, offering higher quality product with enhanced features, and actively marketing their facilities to attract first-time residential and commercial users. | |
• | Growth of Commercial Customer Base — According to the 2004 Self-Storage Almanac, commercial customers are increasingly employing self-storage for their distribution logistics. These customers favor self-storage for its relatively low cost, ease of access, security, flexible lease terms, climate control features and proximity to their distribution destinations. Commercial customers are attractive because they tend to rent larger units, stay for longer rental periods and are generally less price sensitive. |
• | The large number of customers who use each self-storage facility makes a self-storage operator less susceptible to abrupt declines in rental revenue caused by the bankruptcy or vacating of large customers, the risk of which is more prominent in most other real estate sectors. | |
• | Due to the relatively small cost of each self-storage facility, it is generally easier for the larger operators in the industry, like us, to own and operate a geographically diversified portfolio of facilities, the performance of which in the aggregate is more resilient to adverse operating conditions in any local or regional market. | |
• | The relatively low recurring capital expenditures necessary for the repair and maintenance of most self-storage facilities generally allow a self-storage operator to convert a high portion of its rental revenues into free cash flow. |
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Overview |
% of Total | |||||||||||||||||||||
Number of | Number of | Total Rentable | Rentable | ||||||||||||||||||
Facility Location | Facilities | Units | Square Feet | Square Feet | Occupancy(1) | ||||||||||||||||
Florida | 49 | 31,540 | 3,448,844 | 18.3% | 89.8% | ||||||||||||||||
California | 37 | 18,329 | 2,119,494 | 11.2% | 83.5% | ||||||||||||||||
Ohio | 33 | 14,700 | 1,893,423 | 10.0% | 80.8% | ||||||||||||||||
Illinois | 27 | 14,157 | 1,616,430 | 8.6% | 78.5% | ||||||||||||||||
Arizona | 21 | 10,086 | 1,079,820 | 5.7% | 91.4% | ||||||||||||||||
Texas | 17 | 7,491 | 967,519 | 5.1% | 85.6% | ||||||||||||||||
Connecticut | 17 | 7,373 | 873,860 | 4.6% | 79.3% | ||||||||||||||||
Tennessee | 15 | 6,779 | 828,088 | 4.4% | 85.8% | ||||||||||||||||
New Jersey | 12 | 8,261 | 865,774 | 4.6% | 85.3% | ||||||||||||||||
New Mexico | 10 | 3,788 | 407,459 | 2.2% | 92.0% | ||||||||||||||||
Indiana | 9 | 5,419 | 606,599 | 3.2% | 77.2% | ||||||||||||||||
North Carolina | 8 | 4,743 | 555,779 | 2.9% | 88.8% | ||||||||||||||||
Mississippi | 6 | 3,071 | 388,690 | 2.1% | 82.7% | ||||||||||||||||
New York | 6 | 3,195 | 335,300 | 1.8% | 84.6% | ||||||||||||||||
Louisiana | 6 | 2,329 | 334,324 | 1.8% | 89.1% | ||||||||||||||||
Maryland | 5 | 4,097 | 505,808 | 2.7% | 84.4% | ||||||||||||||||
Georgia | 5 | 3,635 | 431,387 | 2.3% | 81.9% | ||||||||||||||||
Colorado | 5 | 2,822 | 324,681 | 1.7% | 80.2% | ||||||||||||||||
Utah | 5 | 2,376 | 244,948 | 1.3% | 89.5% | ||||||||||||||||
Michigan | 4 | 1,787 | 272,911 | 1.4% | 80.4% | ||||||||||||||||
Alabama | 3 | 1,655 | 234,631 | 1.2% | 71.0% | ||||||||||||||||
South Carolina | 3 | 1,281 | 214,113 | 1.1% | 78.9% | ||||||||||||||||
Pennsylvania | 2 | 1,585 | 177,411 | 0.9% | 89.5% | ||||||||||||||||
Massachusetts | 2 | 1,134 | 115,541 | 0.6% | 73.2% | ||||||||||||||||
Wisconsin | 1 | 489 | 58,713 | 0.3% | 78.8% | ||||||||||||||||
Total/ Weighted Average | 308 | 162,122 | 18,901,547 | 100.0% | 84.5% |
(1) | Represents occupied square feet divided by total rentable square feet, as of July 31, 2005. |
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Total | Percentage of | Number | ||||||||||||||||||
Rentable | Total Rentable | of | Number | |||||||||||||||||
MSA (1) | Square Feet | Square Feet | Facilities | of Units | Occupancy(2) | |||||||||||||||
Miami-Fort Lauderdale-Miami Beach, FL | 1,651,264 | 8.7 | % | 20 | 14,622 | 88.4 | % | |||||||||||||
Chicago-Naperville-Joliet, IL-IN-WI | 1,616,430 | 8.6 | % | 27 | 14,157 | 78.5 | % | |||||||||||||
Riverside-San Bernardino-Ontario, CA | 1,315,668 | 7.0 | % | 24 | 11,026 | 82.9 | % | |||||||||||||
Cleveland-Elyria-Mentor, OH | 1,114,667 | 5.9 | % | 18 | 9,023 | 80.9 | % | |||||||||||||
New York-Northern New Jersey-Long Island, NY-NJ-PA | 1,107,975 | 5.9 | % | 16 | 10,711 | 84.7 | % | |||||||||||||
Tucson, AZ | 840,527 | 4.4 | % | 17 | 7,975 | 93.5 | % | |||||||||||||
Indianapolis, IN | 606,599 | 3.2 | % | 9 | 5,419 | 77.2 | % | |||||||||||||
Hartford-West Hartford-East Hartford, CT | 579,335 | 3.1 | % | 11 | 4,624 | 77.8 | % | |||||||||||||
Sacramento-Arden Arcade-Roseville, CA | 574,678 | 3.0 | % | 9 | 5,357 | 82.2 | % | |||||||||||||
Knoxville, TN | 475,068 | 2.5 | % | 9 | 4,056 | 92.6 | % | |||||||||||||
Atlanta-Sandy Springs-Marietta, GA | 431,387 | 2.3 | % | 5 | 3,635 | 81.9 | % | |||||||||||||
El Paso, TX | 390,276 | 2.1 | % | 7 | 2,905 | 89.2 | % | |||||||||||||
Gulfport-Biloxi, MS | 388,690 | 2.1 | % | 6 | 3,071 | 82.7 | % | |||||||||||||
Houston-Sugar Land-Baytown, TX | 367,225 | 1.9 | % | 6 | 2,779 | 79.3 | % | |||||||||||||
Memphis, TN-AR-MS | 353,020 | 1.9 | % | 6 | 2,723 | 76.6 | % | |||||||||||||
Washington-Arlington-Alexandria, DC-VA-MD-WV | 344,530 | 1.8 | % | 3 | 2,567 | 84.2 | % | |||||||||||||
Denver-Aurora, CO | 324,681 | 1.7 | % | 5 | 2,822 | 80.2 | % | |||||||||||||
Tampa-St. Petersburg-Clearwater, FL | 308,885 | 1.6 | % | 5 | 2,581 | 86.9 | % | |||||||||||||
Dayton, OH | 282,210 | 1.5 | % | 5 | 2,115 | 79.8 | % | |||||||||||||
Orlando-Kissimmee, FL | 272,967 | 1.4 | % | 4 | 2,353 | 93.8 | % |
Our Facilities |
Year Acquired/ | Rentable | Manager | % Climate | |||||||||||||||||||||||
Facility Location | Developed(1) | Year Built | Square Feet | Occupancy(2) | Units | Apartment(3) | Controlled(4) | |||||||||||||||||||
Mobile I, AL† | 1997 | 1987 | 65,256 | 80.8 | % | 490 | N | 7.4 | % | |||||||||||||||||
Mobile II, AL† | 1997 | 1974/90 | 126,050 | 61.3 | % | 794 | N | 1.3 | % | |||||||||||||||||
Mobile III, AL | 1998 | 1988/94 | 43,325 | 84.3 | % | 371 | Y | 33.8 | % | |||||||||||||||||
Chandler, AZ‡ | 2005 | 1985 | 47,888 | 57.8 | % | 520 | Y | 0.0 | % | |||||||||||||||||
Glendale, AZ | 1998 | 1987 | 56,580 | 94.8 | % | 575 | Y | 0.0 | % | |||||||||||||||||
Green Valley, AZ‡ | 2005 | 1985 | 25,400 | 97.1 | % | 280 | N | 8.0 | % | |||||||||||||||||
Scottsdale, AZ | 1998 | 1995 | 81,300 | 92.1 | % | 608 | Y | 10.9 | % |
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Year Acquired/ | Rentable | Manager | % Climate | |||||||||||||||||||||||
Facility Location | Developed(1) | Year Built | Square Feet | Occupancy(2) | Units | Apartment(3) | Controlled(4) | |||||||||||||||||||
Tempe, AZ‡ | 2005 | 1975 | 53,525 | 85.0 | % | 408 | Y | 14.0 | % | |||||||||||||||||
Tucson I, AZ | 1998 | 1974 | 60,000 | 96.3 | % | 504 | Y | 0.0 | % | |||||||||||||||||
Tucson II, AZ | 1998 | 1988 | 44,150 | 95.2 | % | 536 | Y | 100.0 | % | |||||||||||||||||
Tucson III, AZ‡ | 2005 | 1979 | 49,858 | 98.0 | % | 579 | N | 0.0 | % | |||||||||||||||||
Tucson IV, AZ‡ | 2005 | 1982 | 48,372 | 97.1 | % | 553 | Y | 0.0 | % | |||||||||||||||||
Tucson V, AZ‡ | 2005 | 1982 | 45,428 | 96.5 | % | 467 | Y | 0.0 | % | |||||||||||||||||
Tucson VI, AZ‡ | 2005 | 1982 | 41,028 | 93.2 | % | 457 | Y | 0.0 | % | |||||||||||||||||
Tucson VII, AZ‡ | 2005 | 1982 | 52,838 | 96.2 | % | 640 | Y | 0.0 | % | |||||||||||||||||
Tucson VIII, AZ‡ | 2005 | 1979 | 46,850 | 94.3 | % | 525 | Y | 0.0 | % | |||||||||||||||||
Tucson IX, AZ‡ | 2005 | 1984 | 68,866 | 92.4 | % | 662 | Y | 0.0 | % | |||||||||||||||||
Tucson X, AZ‡ | 2005 | 1981 | 46,550 | 75.1 | % | 496 | N | 0.0 | % | |||||||||||||||||
Tucson XI, AZ‡ | 2005 | 1974 | 43,100 | 91.8 | % | 471 | Y | 0.0 | % | |||||||||||||||||
Tucson XII, AZ‡ | 2005 | 1974 | 42,772 | 96.4 | % | 516 | N | 0.0 | % | |||||||||||||||||
Tucson XIII, AZ‡ | 2005 | 1974 | 46,192 | 98.2 | % | 591 | Y | 0.0 | % | |||||||||||||||||
Tucson XIV, AZ‡ | 2005 | 1976 | 49,595 | 96.5 | % | 590 | Y | 9.0 | % | |||||||||||||||||
Tucson XV, AZ†‡ | 2005 | 1985 | 66,510 | 95.0 | % | 62 | N | 0.0 | % | |||||||||||||||||
Tucson XVI, AZ†‡ | 2005 | 1984 | 63,018 | 83.0 | % | 46 | N | 0.0 | % | |||||||||||||||||
Apple Valley I, CA | 1997 | 1984 | 73,580 | 80.0 | % | 620 | Y | 0.0 | % | |||||||||||||||||
Apple Valley II, CA | 1997 | 1988 | 62,325 | 87.5 | % | 511 | Y | 5.3 | % | |||||||||||||||||
Bloomington I, CA | 1997 | 1987 | 31,246 | 79.7 | % | 226 | N | 0.0 | % | |||||||||||||||||
Bloomington II, CA† | 1997 | 1987 | 26,060 | 100.0 | % | 22 | N | 0.0 | % | |||||||||||||||||
Citrus Heights, CA‡ | 2005 | 1987 | 75,906 | 80.8 | % | 696 | Y | 0.0 | % | |||||||||||||||||
Diamond Bar, CA‡ | 2005 | 1988 | 105,685 | 85.6 | % | 919 | Y | 0.0 | % | |||||||||||||||||
Fallbrook, CA | 1997 | 1985/88 | 46,534 | 90.5 | % | 430 | Y | 0.0 | % | |||||||||||||||||
Hemet, CA | 1997 | 1989 | 66,260 | 96.7 | % | 454 | Y | 0.0 | % | |||||||||||||||||
Highland, CA | 1997 | 1987 | 74,951 | 85.1 | % | 848 | Y | 0.0 | % | |||||||||||||||||
Lancaster, CA | 2001 | 1987 | 60,875 | 88.7 | % | 416 | Y | 0.0 | % | |||||||||||||||||
North Highlands, CA‡ | 2005 | 1980 | 57,219 | 85.2 | % | 497 | Y | 0.0 | % | |||||||||||||||||
Ontario, CA | 1998 | 1982 | 80,280 | 73.5 | % | 840 | Y | 0.0 | % | |||||||||||||||||
Orangevale, CA‡ | 2005 | 1980 | 50,892 | 88.5 | % | 580 | Y | 0.0 | % | |||||||||||||||||
Rancho Cordova, CA‡ | 2005 | 1979 | 54,128 | 89.0 | % | 486 | Y | 0.0 | % | |||||||||||||||||
Redlands, CA | 1997 | 1985 | 63,005 | 86.6 | % | 563 | N | 0.0 | % | |||||||||||||||||
Rialto, CA | 1997 | 1987 | 100,083 | 78.5 | % | 808 | Y | 0.0 | % | |||||||||||||||||
Riverside I, CA | 1997 | 1989 | 28,860 | 90.5 | % | 249 | N | 0.0 | % | |||||||||||||||||
Riverside II, CA† | 1997 | 1989 | 21,880 | 100.0 | % | 20 | N | 0.0 | % | |||||||||||||||||
Riverside III, CA | 1998 | 1989 | 46,920 | 86.2 | % | 384 | Y | 0.0 | % | |||||||||||||||||
Roseville, CA‡ | 2005 | 1979 | 60,144 | 89.2 | % | 594 | Y | 0.0 | % | |||||||||||||||||
Sacramento I, CA‡ | 2005 | 1979 | 56,724 | 79.1 | % | 565 | Y | 0.0 | % | |||||||||||||||||
Sacramento II, CA‡ | 2005 | 1986 | 62,090 | 75.3 | % | 585 | Y | 0.0 | % | |||||||||||||||||
San Bernardino I, CA | 1997 | 1985 | 46,600 | 79.0 | % | 453 | Y | 5.3 | % | |||||||||||||||||
San Bernardino II, CA | 1997 | 1987 | 83,418 | 69.8 | % | 625 | Y | 2.0 | % | |||||||||||||||||
San Bernardino III, CA | 1997 | 1987 | 32,102 | 89.8 | % | 246 | N | 0.0 | % | |||||||||||||||||
San Bernardino IV, CA | 1997 | 1989 | 57,400 | 79.7 | % | 591 | Y | 0.0 | % | |||||||||||||||||
San Bernardino V, CA | 1997 | 1991 | 41,781 | 80.9 | % | 408 | Y | 0.0 | % | |||||||||||||||||
San Bernardino VI, CA | 1997 | 1985/92 | 35,007 | 71.8 | % | 413 | N | 0.0 | % | |||||||||||||||||
San Bernardino VII, CA | 2005 | 2002/04 | 83,756 | 78.6 | % | 636 | Y | 11.8 | % | |||||||||||||||||
San Marcos, CA‡ | 2005 | 1979 | 37,620 | 83.0 | % | 252 | Y | 0.0 | % |
73
Table of Contents
Year Acquired/ | Rentable | Manager | % Climate | |||||||||||||||||||||||
Facility Location | Developed(1) | Year Built | Square Feet | Occupancy(2) | Units | Apartment(3) | Controlled(4) | |||||||||||||||||||
South Sacramento, CA‡ | 2005 | 1979 | 51,890 | 63.8 | % | 435 | Y | 0.0 | % | |||||||||||||||||
Sun City, CA | 1998 | 1989 | 38,635 | 90.4 | % | 305 | N | 0.0 | % | |||||||||||||||||
Temecula I, CA | 1998 | 1985 | 39,725 | 91.1 | % | 316 | N | 0.0 | % | |||||||||||||||||
Temecula II, CA | 2003 | * | 2003 | 42,475 | 84.7 | % | 392 | Y | 89.5 | % | ||||||||||||||||
Vista, CA | 2001 | 1988 | 74,781 | 94.9 | % | 614 | Y | 0.0 | % | |||||||||||||||||
Westminster, CA‡ | 2005 | 1983/98 | 70,213 | 89.6 | % | 650 | Y | 0.0 | % | |||||||||||||||||
Yucaipa, CA | 1997 | 1989 | 78,444 | 79.2 | % | 680 | Y | 0.0 | % | |||||||||||||||||
Aurora, CO‡ | 2005 | 1981 | 74,817 | 75.7 | % | 641 | Y | 0.0 | % | |||||||||||||||||
Federal Heights, CO‡ | 2005 | 1980 | 55,080 | 71.4 | % | 576 | Y | 0.0 | % | |||||||||||||||||
Golden, CO‡ | 2005 | 1985 | 88,792 | 81.8 | % | 648 | Y | 0.0 | % | |||||||||||||||||
Littleton, CO‡ | 2005 | 1987 | 53,690 | 89.2 | % | 457 | Y | 38.0 | % | |||||||||||||||||
Northglenn, CO‡ | 2005 | 1980 | 52,302 | 84.1 | % | 500 | Y | 0.0 | % | |||||||||||||||||
Bloomfield, CT | 1997 | 1987/93/94 | 48,900 | 70.1 | % | 455 | Y | 6.6 | % | |||||||||||||||||
Branford, CT | 1995 | 1986 | 51,079 | 81.1 | % | 438 | Y | 2.2 | % | |||||||||||||||||
Bristol, CT | 2005 | 1989/99 | 53,625 | 95.1 | % | 504 | N | 22.4 | % | |||||||||||||||||
East Windsor, CT | 2005 | 1986/89 | 46,100 | 57.9 | % | 326 | N | 0.0 | % | |||||||||||||||||
Enfield, CT | 2001 | 1989 | 52,975 | 74.9 | % | 384 | Y | 0.0 | % | |||||||||||||||||
Gales Ferry, CT | 1995 | 1987/89 | 51,780 | 67.3 | % | 592 | N | 4.8 | % | |||||||||||||||||
Manchester I, CT | 2002 | 1999/00/01 | 47,400 | 68.8 | % | 519 | N | 37.0 | % | |||||||||||||||||
Manchester II, CT | 2005 | 1984 | 53,237 | 72.6 | % | 419 | N | 0.0 | % | |||||||||||||||||
Milford, CT | 1994 | 1975 | 45,181 | 85.6 | % | 388 | N | 3.1 | % | |||||||||||||||||
Monroe, CT | 2005 | 1996/03 | 66,909 | 89.6 | % | 411 | N | 0.0 | % | |||||||||||||||||
Mystic, CT | 1994 | 1975/86 | 50,250 | 79.7 | % | 551 | Y | 2.4 | % | |||||||||||||||||
Newington I, CT† | 2005 | 1978/97 | 54,920 | 89.0 | % | 264 | N | 0.0 | % | |||||||||||||||||
Newington II, CT | 2005 | 1979/81 | 36,490 | 90.5 | % | 222 | N | 0.0 | % | |||||||||||||||||
Old Saybrook I, CT | 2005 | 1982/88/00 | 91,288 | 86.0 | % | 725 | N | 6.3 | % | |||||||||||||||||
Old Saybrook II, CT | 2005 | 1988/02 | 26,875 | 86.0 | % | 256 | N | 30.0 | % | |||||||||||||||||
South Windsor, CT | 1994 | 1976 | 67,525 | 65.6 | % | 550 | Y | 0.8 | % | |||||||||||||||||
Stamford, CT | 2005 | 1997 | 29,326 | 94.6 | % | 369 | N | 31.2 | % | |||||||||||||||||
Boca Raton, FL | 2001 | 1998 | 38,203 | 94.9 | % | 605 | N | 67.9 | % | |||||||||||||||||
Boynton Beach I, FL | 2001 | 1999 | 62,042 | 94.6 | % | 800 | Y | 54.0 | % | |||||||||||||||||
Boynton Beach II, FL | 2005 | 2001 | 62,276 | 92.7 | % | 609 | Y | 81.5 | % | |||||||||||||||||
Bradenton I, FL | 2004 | 1979 | 68,480 | 78.0 | % | 676 | N | 2.8 | % | |||||||||||||||||
Bradenton II, FL | 2004 | 1996 | 88,103 | 86.0 | % | 904 | Y | 40.2 | % | |||||||||||||||||
Cape Coral, FL | 2000 | * | 2000 | 76,789 | 97.0 | % | 902 | Y | 83.0 | % | ||||||||||||||||
Dania, FL | 1994 | 1988 | 58,319 | 97.9 | % | 483 | Y | 26.9 | % | |||||||||||||||||
Dania Beach, FL | 2004 | 1984 | 264,375 | 79.9 | % | 1928 | N | 21.0 | % | |||||||||||||||||
Davie, FL | 2001 | * | 2001 | 81,235 | 88.6 | % | 839 | Y | 55.6 | % | ||||||||||||||||
Deerfield Beach, FL | 1998 | * | 1998 | 57,770 | 95.3 | % | 527 | Y | 39.2 | % | ||||||||||||||||
DeLand, FL | 1998 | 1987 | 38,577 | 97.9 | % | 412 | Y | 0.0 | % | |||||||||||||||||
Delray Beach, FL | 2001 | 1999 | 68,531 | 97.8 | % | 819 | Y | 39.0 | % | |||||||||||||||||
Fernandina Beach, FL† | 1996 | 1986 | 91,480 | 96.1 | % | 683 | Y | 21.7 | % | |||||||||||||||||
Ft. Lauderdale, FL | 1999 | 1999 | 70,544 | 96.1 | % | 655 | Y | 46.0 | % | |||||||||||||||||
Ft. Myers, FL | 1998 | 1998 | 67,256 | 97.8 | % | 611 | Y | 67.0 | % | |||||||||||||||||
Lake Worth, FL† | 1998 | 1998/02 | 167,946 | 89.6 | % | 1293 | N | 44.9 | % | |||||||||||||||||
Lakeland I, FL | 1994 | 1988 | 49,111 | 98.8 | % | 463 | Y | 78.1 | % | |||||||||||||||||
Lakeland II, FL | 1996 | 1984 | 48,600 | 97.7 | % | 356 | Y | 19.5 | % |
74
Table of Contents
Year Acquired/ | Rentable | Manager | % Climate | |||||||||||||||||||||||
Facility Location | Developed(1) | Year Built | Square Feet | Occupancy(2) | Units | Apartment(3) | Controlled(4) | |||||||||||||||||||
Leesburg, FL | 1997 | 1988 | 51,995 | 91.1 | % | 447 | Y | 5.1 | % | |||||||||||||||||
Lutz I, FL | 2004 | 2000 | 72,795 | 85.0 | % | 658 | Y | 34.0 | % | |||||||||||||||||
Lutz II, FL | 2004 | 1999 | 69,378 | 83.9 | % | 549 | Y | 20.4 | % | |||||||||||||||||
Margate I, FL† | 1994 | 1979/81 | 55,677 | 93.9 | % | 343 | N | 10.5 | % | |||||||||||||||||
Margate II, FL† | 1996 | 1985 | 66,135 | 92.6 | % | 317 | Y | 65.0 | % | |||||||||||||||||
Merrit Island, FL | 2000 | 2000 | 50,523 | 85.9 | % | 470 | Y | 56.4 | % | |||||||||||||||||
Miami I, FL | 1995 | 1995 | 47,200 | 87.6 | % | 556 | Y | 52.2 | % | |||||||||||||||||
Miami II, FL | 1994 | 1987 | 57,165 | 61.0 | % | 598 | Y | 0.1 | % | |||||||||||||||||
Miami III, FL | 1994 | 1989 | 67,360 | 94.3 | % | 573 | Y | 7.8 | % | |||||||||||||||||
Miami IV, FL | 1995 | 1987 | 58,298 | 86.8 | % | 610 | Y | 7.0 | % | |||||||||||||||||
Miami V, FL | 1995 | 1976 | 77,825 | 72.9 | % | 369 | Y | 4.0 | % | |||||||||||||||||
Naples I, FL | 1996 | 1996 | 48,150 | 93.1 | % | 349 | Y | 26.6 | % | |||||||||||||||||
Naples II, FL | 1997 | 1985 | 65,994 | 91.1 | % | 647 | Y | 43.9 | % | |||||||||||||||||
Naples III, FL | 1997 | 1981/83 | 80,709 | 80.1 | % | 889 | Y | 24.0 | % | |||||||||||||||||
Naples IV, FL | 1998 | 1990 | 40,023 | 86.4 | % | 444 | N | 41.4 | % | |||||||||||||||||
Ocala, FL | 1994 | 1988 | 42,086 | 96.9 | % | 360 | Y | 9.7 | % | |||||||||||||||||
Ocoee, FL | 2005 | 1997 | 76,258 | 97.6 | % | 665 | Y | 15.5 | % | |||||||||||||||||
Orange City, FL | 2004 | 2001 | 59,781 | 87.5 | % | 680 | N | 39.0 | % | |||||||||||||||||
Orlando I, FL | 1997 | 1987 | 51,770 | 89.0 | % | 453 | Y | 4.8 | % | |||||||||||||||||
Orlando II, FL | 2005 | 2002/04 | 92,944 | 94.8 | % | 788 | N | 74.1 | % | |||||||||||||||||
Pembroke Pines, FL | 1997 | 1997 | 67,505 | 95.6 | % | 692 | Y | 73.1 | % | |||||||||||||||||
Royal Palm Beach, FL† | 1994 | 1988 | 98,851 | 83.6 | % | 670 | N | 79.2 | % | |||||||||||||||||
Sarasota, FL | 1998 | 1998 | 70,798 | 90.3 | % | 532 | Y | 43.0 | % | |||||||||||||||||
St. Augustine, FL | 1996 | 1985 | 59,830 | 89.2 | % | 581 | Y | 29.6 | % | |||||||||||||||||
Stuart I, FL | 1997 | 1986 | 41,694 | 96.5 | % | 524 | Y | 27.0 | % | |||||||||||||||||
Stuart II, FL | 1997 | 1995 | 89,541 | 97.3 | % | 896 | Y | 34.1 | % | |||||||||||||||||
Tampa I, FL | 1994 | 1987 | 60,150 | 83.9 | % | 416 | Y | 0.0 | % | |||||||||||||||||
Tampa II, FL | 2001 | 1985 | 56,047 | 87.8 | % | 476 | Y | 16.8 | % | |||||||||||||||||
Vero Beach, FL | 1997 | 1986/87 | 50,515 | 96.1 | % | 482 | N | 23.9 | % | |||||||||||||||||
West Palm Beach I, FL | 2001 | 1997 | 68,295 | 93.7 | % | 1028 | Y | 47.3 | % | |||||||||||||||||
West Palm Beach II, FL | 2004 | 1996 | 93,915 | 97.8 | % | 913 | Y | 77.0 | % | |||||||||||||||||
Alpharetta, GA | 2001 | 1996 | 90,685 | 76.4 | % | 670 | Y | 74.9 | % | |||||||||||||||||
Decatur, GA | 1998 | 1986 | 148,680 | 75.2 | % | 1409 | Y | 3.1 | % | |||||||||||||||||
Norcross, GA | 2001 | 1997 | 85,460 | 81.8 | % | 598 | Y | 55.1 | % | |||||||||||||||||
Peachtree City, GA | 2001 | 1997 | 50,034 | 92.9 | % | 449 | N | 74.6 | % | |||||||||||||||||
Smyrna, GA | 2001 | 2000 | 56,528 | 98.5 | % | 509 | Y | 100.0 | % | |||||||||||||||||
Addison, IL | 2004 | 1979 | 31,775 | 96.8 | % | 377 | Y | 0.0 | % | |||||||||||||||||
Aurora, IL | 2004 | 1996 | 74,440 | 61.5 | % | 573 | Y | 6.9 | % | |||||||||||||||||
Bartlett I, IL | 2004 | 1987 | 41,394 | 88.0 | % | 430 | Y | 0.5 | % | |||||||||||||||||
Bartlett II, IL | 2004 | 1987 | 51,725 | 77.7 | % | 421 | Y | 33.5 | % | |||||||||||||||||
Bellwood, IL | 2001 | 1999 | 86,700 | 89.8 | % | 724 | Y | 52.1 | % | |||||||||||||||||
Des Plaines, IL | 2004 | 1978 | 74,600 | 82.8 | % | 643 | Y | 0.0 | % | |||||||||||||||||
Elk Grove Village, IL | 2004 | 1987 | 63,638 | 82.2 | % | 655 | Y | 0.3 | % | |||||||||||||||||
Glenview, IL | 2004 | 1998 | 100,345 | 76.0 | % | 764 | Y | 100.0 | % | |||||||||||||||||
Gurnee, IL | 2004 | 1987 | 80,500 | 70.2 | % | 741 | Y | 34.0 | % | |||||||||||||||||
Harvey, IL | 2004 | 1987 | 59,816 | 87.2 | % | 587 | Y | 3.0 | % | |||||||||||||||||
Joliet, IL | 2004 | 1993 | 74,750 | 62.5 | % | 481 | Y | 23.3 | % |
75
Table of Contents
Year Acquired/ | Rentable | Manager | % Climate | |||||||||||||||||||||||
Facility Location | Developed(1) | Year Built | Square Feet | Occupancy(2) | Units | Apartment(3) | Controlled(4) | |||||||||||||||||||
Lake Zurich, IL | 2004 | 1988 | 46,635 | 85.7 | % | 450 | Y | 0.0 | % | |||||||||||||||||
Lombard, IL† | 2004 | 1981 | 61,242 | 81.0 | % | 520 | Y | 18.3 | % | |||||||||||||||||
Mount Prospect, IL | 2004 | 1979 | 65,200 | 73.6 | % | 610 | Y | 12.6 | % | |||||||||||||||||
Mundelein, IL | 2004 | 1990 | 44,900 | 70.6 | % | 509 | Y | 8.9 | % | |||||||||||||||||
North Chicago, IL | 2004 | 1985 | 53,500 | 85.9 | % | 445 | N | 0.0 | % | |||||||||||||||||
Plainfield I, IL | 2004 | 1998 | 54,375 | 88.0 | % | 410 | N | 0.0 | % | |||||||||||||||||
Plainfield II, IL | 2005 | 2000 | 52,450 | 80.5 | % | 368 | N | 16.8 | % | |||||||||||||||||
Schaumburg, IL | 2004 | 1988 | 31,157 | 88.6 | % | 325 | N | 0.8 | % | |||||||||||||||||
Streamwood, IL | 2004 | 1982 | 64,565 | 71.0 | % | 578 | N | 0.0 | % | |||||||||||||||||
Warrensville, IL | 2005 | 1977/89 | 46,728 | 94.5 | % | 382 | N | 0.0 | % | |||||||||||||||||
Waukegan, IL | 2004 | 1977 | 79,950 | 77.7 | % | 715 | Y | 8.4 | % | |||||||||||||||||
West Chicago, IL | 2004 | 1979 | 48,625 | 75.2 | % | 440 | Y | 0.0 | % | |||||||||||||||||
Westmont, IL | 2004 | 1979 | 53,900 | 78.0 | % | 403 | Y | 0.0 | % | |||||||||||||||||
Wheeling I, IL | 2004 | 1974 | 54,900 | 64.0 | % | 505 | Y | 0.0 | % | |||||||||||||||||
Wheeling II, IL | 2004 | 1979 | 68,025 | 71.4 | % | 624 | Y | 7.3 | % | |||||||||||||||||
Woodridge, IL | 2004 | 1987 | 50,595 | 87.1 | % | 477 | Y | 0.0 | % | |||||||||||||||||
Indianapolis I, IN | 2004 | 1987 | 43,800 | 83.3 | % | 332 | N | 0.0 | % | |||||||||||||||||
Indianapolis II, IN | 2004 | 1997 | 45,100 | 95.6 | % | 460 | Y | 15.6 | % | |||||||||||||||||
Indianapolis III, IN | 2004 | 1999 | 61,325 | 83.2 | % | 506 | Y | 32.6 | % | |||||||||||||||||
Indianapolis IV, IN | 2004 | 1976 | 68,494 | 63.9 | % | 616 | Y | 0.0 | % | |||||||||||||||||
Indianapolis V, IN | 2004 | 1999 | 75,025 | 82.8 | % | 596 | Y | 33.5 | % | |||||||||||||||||
Indianapolis VI, IN | 2004 | 1976 | 73,693 | 76.5 | % | 730 | Y | 0.0 | % | |||||||||||||||||
Indianapolis VII, IN | 2004 | 1992 | 95,290 | 67.4 | % | 884 | Y | 0.0 | % | |||||||||||||||||
Indianapolis VIII, IN | 2004 | 1975 | 81,676 | 76.2 | % | 738 | Y | 0.0 | % | |||||||||||||||||
Indianapolis IX, IN | 2004 | 1976 | 62,196 | 78.4 | % | 557 | Y | 0.0 | % | |||||||||||||||||
Baton Rouge I, LA | 1997 | 1980 | 55,984 | 93.6 | % | 464 | Y | 9.7 | % | |||||||||||||||||
Baton Rouge II, LA | 1997 | 1980 | 72,082 | 83.0 | % | 499 | Y | 33.7 | % | |||||||||||||||||
Baton Rouge III, LA | 1997 | 1982 | 61,078 | 90.3 | % | 451 | Y | 10.2 | % | |||||||||||||||||
Baton Rouge IV, LA | 1998 | 1995 | 8,920 | 91.6 | % | 84 | N | 100.0 | % | |||||||||||||||||
Prairieville, LA | 1998 | 1991 | 56,520 | 84.9 | % | 306 | Y | 3.0 | % | |||||||||||||||||
Slidell, LA | 2001 | 1998 | 79,740 | 93.4 | % | 525 | Y | 46.5 | % | |||||||||||||||||
Boston, MA | 2002 | 2001 | 61,360 | 73.7 | % | 630 | Y | 100.0 | % | |||||||||||||||||
Leominster, MA | 1998 | 1987/88/00 | 54,181 | 72.6 | % | 504 | Y | 45.1 | % | |||||||||||||||||
Baltimore, MD | 2001 | 1999/00 | 93,750 | 81.4 | % | 808 | Y | 45.5 | % | |||||||||||||||||
California, MD | 2004 | 1998 | 67,528 | 89.6 | % | 722 | Y | 40.1 | % | |||||||||||||||||
Gaithersburg, MD | 2005 | 1998 | 87,170 | 80.2 | % | 798 | Y | 100.0 | % | |||||||||||||||||
Laurel, MD† | 2001 | 1978/99/00 | 161,530 | 83.7 | % | 956 | N | 63.7 | % | |||||||||||||||||
Temple Hills, MD | 2001 | 2000 | 95,830 | 88.6 | % | 813 | Y | 77.6 | % | |||||||||||||||||
Grand Rapids, MI | 1996 | 1976 | 87,295 | 73.4 | % | 508 | Y | 0.0 | % | |||||||||||||||||
Portage, MI | 1996 | 1980 | 50,671 | 96.4 | % | 340 | N | 0.0 | % | |||||||||||||||||
Romulus, MI | 1997 | 1997 | 43,970 | 71.3 | % | 318 | Y | 10.7 | % | |||||||||||||||||
Wyoming, MI | 1996 | 1987 | 90,975 | 82.5 | % | 621 | N | 0.0 | % | |||||||||||||||||
Biloxi, MS | 1997 | 1978/93 | 66,188 | 78.3 | % | 620 | Y | 7.4 | % | |||||||||||||||||
Gautier, MS | 1997 | 1981 | 35,775 | 84.1 | % | 306 | Y | 3.2 | % | |||||||||||||||||
Gulfport I, MS | 1997 | 1970 | 73,460 | 72.6 | % | 513 | Y | 0.0 | % | |||||||||||||||||
Gulfport II, MS | 1997 | 1986 | 64,745 | 75.0 | % | 436 | Y | 18.8 | % | |||||||||||||||||
Gulfport III, MS | 1997 | 1977/93 | 61,451 | 88.8 | % | 486 | Y | 33.2 | % |
76
Table of Contents
Year Acquired/ | Rentable | Manager | % Climate | |||||||||||||||||||||||
Facility Location | Developed(1) | Year Built | Square Feet | Occupancy(2) | Units | Apartment(3) | Controlled(4) | |||||||||||||||||||
Waveland, MS | 1998 | 1982/83/84/93 | 87,071 | 95.2 | % | 710 | Y | 23.7 | % | |||||||||||||||||
Belmont, NC | 2001 | 1996/97/98 | 81,215 | 90.0 | % | 569 | N | 7.8 | % | |||||||||||||||||
Burlington I, NC | 2001 | 1990/91/93/94/98 | 110,502 | 87.3 | % | 951 | N | 4.0 | % | |||||||||||||||||
Burlington II, NC | 2001 | 1991 | 39,802 | 92.9 | % | 392 | Y | 11.9 | % | |||||||||||||||||
Cary, NC | 2001 | 1993/94/97 | 110,464 | 77.6 | % | 751 | N | 8.5 | % | |||||||||||||||||
Charlotte, NC | 1999 | 1999 | 69,246 | 93.8 | % | 740 | N | 52.4 | % | |||||||||||||||||
Fayetteville I, NC | 1997 | 1981 | 41,600 | 96.1 | % | 352 | N | 0.0 | % | |||||||||||||||||
Fayetteville II, NC | 1997 | 1993/95 | 54,425 | 98.8 | % | 557 | Y | 11.9 | % | |||||||||||||||||
Raleigh, NC | 1998 | 1994/95 | 48,525 | 87.2 | % | 431 | Y | 8.2 | % | |||||||||||||||||
Brick, NJ | 1994 | 1981 | 51,892 | 85.6 | % | 456 | Y | 0.0 | % | |||||||||||||||||
Clifton, NJ‡ | 2005 | 2001 | 105,625 | 87.6 | % | 1014 | Y | 100.0 | % | |||||||||||||||||
Cranford, NJ | 1994 | 1987 | 91,450 | 90.8 | % | 848 | Y | 7.9 | % | |||||||||||||||||
East Hanover, NJ | 1994 | 1983 | 107,874 | 80.4 | % | 1019 | N | 1.6 | % | |||||||||||||||||
Fairview, NJ | 1997 | 1989 | 28,021 | 88.0 | % | 452 | N | 100.0 | % | |||||||||||||||||
Jersey City, NJ | 1994 | �� | 1985 | 91,736 | 84.1 | % | 1095 | Y | 0.0 | % | ||||||||||||||||
Linden I, NJ | 1994 | 1983 | 100,625 | 79.0 | % | 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 | 84.6 | % | 573 | Y | 1.3 | % | |||||||||||||||||
Parsippany, NJ | 1997 | 1981 | 66,375 | 87.6 | % | 613 | Y | 1.4 | % | |||||||||||||||||
Randolph, NJ | 2002 | 1998/99 | 52,232 | 79.6 | % | 592 | Y | 82.5 | % | |||||||||||||||||
Sewell, NJ | 2001 | 1984/98 | 57,769 | 87.5 | % | 448 | N | 4.4 | % | |||||||||||||||||
Albuquerque I, NM‡ | 2005 | 1985 | 65,876 | 90.5 | % | 633 | Y | 0.0 | % | |||||||||||||||||
Albuquerque II, NM‡ | 2005 | 1985 | 59,022 | 97.1 | % | 553 | Y | 0.0 | % | |||||||||||||||||
Albuquerque III, NM‡ | 2005 | 1978 | 41,163 | 89.8 | % | 460 | Y | 0.0 | % | |||||||||||||||||
Albuquerque IV, NM‡ | 2005 | 1986 | 56,554 | 83.7 | % | 536 | Y | 0.0 | % | |||||||||||||||||
Carlsbad, NM‡ | 2005 | 1975 | 40,159 | 92.2 | % | 348 | Y | 0.0 | % | |||||||||||||||||
Deming, NM‡ | 2005 | 1973/83 | 33,100 | 92.2 | % | 256 | Y | 0.0 | % | |||||||||||||||||
Las Cruces, NM‡ | 2005 | 1984 | 44,050 | 96.9 | % | 406 | Y | 0.0 | % | |||||||||||||||||
Lovington I, NM‡(6) | 2005 | 1975 | 15,950 | 99.4 | % | 172 | Y | 0.0 | % | |||||||||||||||||
Silver City, NM‡ | 2005 | 1972 | 27,075 | 98.5 | % | 256 | Y | 0.0 | % | |||||||||||||||||
Truth or Consequences, NM‡ | 2005 | 1977/99/00 | 24,510 | 85.0 | % | 168 | Y | 0.0 | % | |||||||||||||||||
Endicott, NY | 2005 | 1989 | 35,330 | 95.9 | % | 297 | Y | 0.0 | % | |||||||||||||||||
Jamaica, NY | 2001 | 2000 | 90,156 | 67.9 | % | 928 | Y | 100.0 | % | |||||||||||||||||
New Rochelle, NY† | 2005 | 1998 | 30,343 | 94.3 | % | 402 | N | 0.0 | % | |||||||||||||||||
North Babylon, NY | 1998 | 1988/99 | 78,288 | 83.6 | % | 635 | Y | 9.1 | % | |||||||||||||||||
Riverhead, NY | 2005 | 1985/86/99 | 41,410 | 91.8 | % | 346 | N | 0.0 | % | |||||||||||||||||
Southold, NY† | 2005 | 1989 | 59,773 | 94.7 | % | 587 | N | 0.0 | % | |||||||||||||||||
Akron, OH | 2005 | 1986/99 | 67,850 | 84.5 | % | 682 | Y | 0.0 | % | |||||||||||||||||
Avon, OH | 2005 | 1981/86/98 | 85,023 | 85.8 | % | 568 | Y | 0.0 | % | |||||||||||||||||
Boardman, OH | 1980 | 1980/89 | 66,187 | 81.1 | % | 525 | Y | 16.1 | % | |||||||||||||||||
Brecksville, OH† | 1998 | 1970/89 | 64,764 | 88.2 | % | 410 | Y | 34.2 | % | |||||||||||||||||
Canton I, OH | 2005 | 1979/87 | 40,545 | 77.5 | % | 414 | Y | 0.0 | % | |||||||||||||||||
Canton II, OH | 2005 | 1997 | 31,700 | 88.0 | % | 201 | N | 0.0 | % | |||||||||||||||||
Centerville I, OH | 2004 | 1976 | 86,590 | 79.1 | % | 654 | Y | 0.0 | % | |||||||||||||||||
Centerville II, OH | 2004 | 1976 | 43,600 | 81.0 | % | 310 | N | 0.0 | % | |||||||||||||||||
Cleveland I, OH | 2005 | 1997/99 | 46,400 | 94.1 | % | 353 | Y | 0.0 | % | |||||||||||||||||
Cleveland II, OH | 2005 | 2000 | 58,652 | 50.2 | % | 591 | Y | 0.0 | % |
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Year Acquired/ | Rentable | Manager | % Climate | |||||||||||||||||||||||
Facility Location | Developed(1) | Year Built | Square Feet | Occupancy(2) | Units | Apartment(3) | Controlled(4) | |||||||||||||||||||
Dayton I, OH | 2004 | 1978 | 43,420 | 85.2 | % | 351 | N | 0.0 | % | |||||||||||||||||
Dayton II, OH | 2005 | 1989/00 | 47,550 | 68.9 | % | 368 | N | 0.0 | % | |||||||||||||||||
East Liverpool, OH | 2005 | 1986/96 | 30,900 | 79.5 | % | 218 | N | 0.0 | % | |||||||||||||||||
Euclid I, OH | 1988 | * | 1988 | 47,260 | 74.6 | % | 441 | Y | 21.9 | % | ||||||||||||||||
Euclid II, OH | 1988 | * | 1988 | 48,058 | 73.4 | % | 381 | Y | 0.0 | % | ||||||||||||||||
Hudson, OH† | 1998 | 1987 | 68,470 | 87.7 | % | 421 | N | 13.9 | % | |||||||||||||||||
Lakewood, OH | 1989 | * | 1989 | 39,523 | 86.4 | % | 486 | Y | 24.5 | % | ||||||||||||||||
Louisville, OH | 2005 | 1988/90 | 60,402 | 86.4 | % | 390 | N | 0.0 | % | |||||||||||||||||
Marblehead, OH | 2005 | 1988/98 | 76,500 | 70.0 | % | 388 | N | 0.0 | % | |||||||||||||||||
Mason, OH | 1998 | 1981 | 33,700 | 87.7 | % | 282 | Y | 0.0 | % | |||||||||||||||||
Mentor, OH | 2005 | 1983/99 | 61,284 | 61.5 | % | 454 | N | 23.1 | % | |||||||||||||||||
Miamisburg, OH† | 2004 | 1975 | 61,050 | 84.8 | % | 432 | Y | 0.0 | % | |||||||||||||||||
Middleburg Heights, OH | 1980 | * | 1980 | 94,150 | 76.7 | % | 667 | Y | 0.0 | % | ||||||||||||||||
North Canton I, OH | 1979 | * | 1979 | 45,532 | 78.1 | % | 290 | Y | 0.0 | % | ||||||||||||||||
North Canton II, OH | 1983 | * | 1983 | 44,380 | 79.0 | % | 354 | Y | 15.8 | % | ||||||||||||||||
North Olmsted I, OH | 1979 | * | 1979 | 48,910 | 86.3 | % | 449 | Y | 1.2 | % | ||||||||||||||||
North Olmsted II, OH | 1988 | * | 1988 | 48,050 | 86.2 | % | 406 | Y | 14.1 | % | ||||||||||||||||
North Randall, OH | 1998 | * | 1998/02 | 80,452 | 83.9 | % | 803 | N | 90.3 | % | ||||||||||||||||
Perry, OH | 2005 | 1992/97 | 68,851 | 61.4 | % | 431 | Y | 0.0 | % | |||||||||||||||||
Warrensville Heights, OH | 1980 | * | 1980/82/98 | 90,531 | 91.8 | % | 746 | Y | 0.0 | % | ||||||||||||||||
Westlake, OH | 2005 | 2001 | 62,800 | 96.0 | % | 460 | Y | 0.0 | % | |||||||||||||||||
Willoughby, OH | 2005 | 1997 | 33,639 | 89.3 | % | 274 | Y | 0.0 | % | |||||||||||||||||
Youngstown, OH | 1977 | * | 1977 | 66,700 | 88.3 | % | 500 | Y | 0.0 | % | ||||||||||||||||
Levittown, PA | 2001 | 2000 | 78,230 | 91.7 | % | 671 | Y | 36.2 | % | |||||||||||||||||
Philadelphia, PA | 2001 | 1999 | 99,181 | 87.8 | % | 914 | N | 91.6 | % | |||||||||||||||||
Hilton Head I, SC† | 1997 | 1981/84 | 116,766 | 68.9 | % | 545 | Y | 5.4 | % | |||||||||||||||||
Hilton Head II, SC† | 1997 | 1979/80 | 47,620 | 91.8 | % | 297 | Y | 0.0 | % | |||||||||||||||||
Summerville, SC | 1998 | 1989 | 49,727 | 89.9 | % | 439 | Y | 10.1 | % | |||||||||||||||||
Alcoa, TN‡ | 2005 | 1986 | 42,550 | 94.5 | % | 351 | Y | 0.0 | % | |||||||||||||||||
Cordova, TN‡ | 2005 | 1987 | 54,725 | 67.2 | % | 388 | Y | 0.0 | % | |||||||||||||||||
Knoxville I, TN | 1997 | 1984 | 29,452 | 93.7 | % | 297 | Y | 5.4 | % | |||||||||||||||||
Knoxville II, TN | 1997 | 1985 | 38,550 | 98.2 | % | 350 | Y | 7.0 | % | |||||||||||||||||
Knoxville III, TN | 1998 | 1991 | 45,864 | 93.3 | % | 425 | Y | 6.7 | % | |||||||||||||||||
Knoxville IV, TN | 1998 | 1983 | 59,070 | 80.2 | % | 456 | N | 1.1 | % | |||||||||||||||||
Knoxville V, TN | 1998 | 1977 | 43,050 | 96.3 | % | 376 | N | 0.0 | % | |||||||||||||||||
Knoxville VI, TN‡ | 2005 | 1975 | 64,040 | 99.6 | % | 576 | Y | 0.0 | % | |||||||||||||||||
Knoxville VII, TN‡ | 2005 | 1983 | 55,394 | 94.9 | % | 448 | Y | 0.0 | % | |||||||||||||||||
Knoxville VIII, TN‡ | 2005 | 1978 | 97,098 | 88.8 | % | 777 | Y | 0.0 | % | |||||||||||||||||
Memphis I, TN | 2001 | 1999 | 86,075 | 92.3 | % | 622 | N | 51.3 | % | |||||||||||||||||
Memphis II, TN | 2001 | 2000 | 72,210 | 91.0 | % | 544 | N | 46.2 | % | |||||||||||||||||
Memphis III, TN‡ | 2005 | 1983 | 39,790 | 68.5 | % | 365 | Y | 5.0 | % | |||||||||||||||||
Memphis IV, TN‡ | 2005 | 1986 | 38,950 | 77.2 | % | 330 | Y | 0.0 | % | |||||||||||||||||
Memphis V, TN‡ | 2005 | 1981 | 61,270 | 50.6 | % | 474 | Y | 0.0 | % | |||||||||||||||||
Baytown, TX‡ | 2005 | 1981 | 39,150 | 73.0 | % | 380 | Y | 0.0 | % | |||||||||||||||||
Bryan, TX‡ | 2005 | 1994 | 60,650 | 92.0 | % | 498 | Y | 0.0 | % | |||||||||||||||||
College Station, TX‡ | 2005 | 1993 | 26,750 | 99.4 | % | 348 | N | 0.0 | % | |||||||||||||||||
El Paso I, TX‡ | 2005 | 1980 | 60,034 | 80.8 | % | 552 | Y | 0.0 | % |
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Year Acquired/ | Rentable | Manager | % Climate | ||||||||||||||||||||||||
Facility Location | Developed(1) | Year Built | Square Feet | Occupancy(2) | Units | Apartment(3) | Controlled(4) | ||||||||||||||||||||
El Paso II, TX‡ | 2005 | 1980 | 49,296 | 96.6 | % | 428 | Y | 0.0 | % | ||||||||||||||||||
El Paso III, TX‡ | 2005 | 1980 | 71,500 | 91.2 | % | 649 | Y | 0.0 | % | ||||||||||||||||||
El Paso IV, TX‡ | 2005 | 1983 | 73,776 | 90.2 | % | 584 | Y | 0.0 | % | ||||||||||||||||||
El Paso V, TX‡ | 2005 | 1982 | 63,050 | 91.8 | % | 402 | Y | 0.0 | % | ||||||||||||||||||
El Paso VI, TX‡ | 2005 | 1985 | 36,820 | 88.2 | % | 271 | Y | 0.0 | % | ||||||||||||||||||
El Paso VII, TX†‡ | 2005 | 1982 | 35,800 | 83.4 | % | 19 | N | 0.0 | % | ||||||||||||||||||
Frisco I, TX | 2005 | 1996 | 51,079 | 83.1 | % | 447 | Y | 17.4 | % | ||||||||||||||||||
Frisco II, TX | 2005 | 1998/02 | 71,539 | 89.1 | % | 514 | Y | 25.6 | % | ||||||||||||||||||
Houston I, TX‡ | 2005 | 1981 | 101,780 | 87.2 | % | 631 | Y | 0.0 | % | ||||||||||||||||||
Houston II, TX‡ | 2005 | 1977 | 74,700 | 79.4 | % | 435 | Y | 0.0 | % | ||||||||||||||||||
Houston III, TX‡ | 2005 | 1984 | 62,370 | 71.9 | % | 492 | Y | 0.0 | % | ||||||||||||||||||
Houston IV, TX‡ | 2005 | 1987 | 44,175 | 85.6 | % | 401 | Y | 6.0 | % | ||||||||||||||||||
La Porte, TX‡ | 2005 | 1984 | 45,050 | 71.0 | % | 440 | Y | 19.0 | % | ||||||||||||||||||
Murray I, UT‡ | 2005 | 1978 | 47,246 | 94.9 | % | 350 | Y | 0.0 | % | ||||||||||||||||||
Murray II, UT †‡ | 2005 | 1978 | 26,400 | 84.2 | % | 24 | N | 0.0 | % | ||||||||||||||||||
Murray, UT‡ | 2005 | 1976 | 60,780 | 94.9 | % | 702 | Y | 0.0 | % | ||||||||||||||||||
Salt Lake City I, UT‡ | 2005 | 1976 | 56,646 | 80.2 | % | 778 | Y | 0.0 | % | ||||||||||||||||||
Salt Lake City II, UT‡ | 2005 | 1978 | 53,876 | 90.9 | % | 522 | Y | 0.0 | % | ||||||||||||||||||
Milwaukee, WI | 2004 | 1988 | 58,713 | 78.8 | % | 489 | Y | 0.0 | % | ||||||||||||||||||
Total/ Weighted Average (308 facilities) | 18,901,547 | 84.5 | % | 162,122 |
* | Denotes facilities developed by us. | |
† | Denotes facilities that contain a material 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. There is a total of approximately 627,900 rentable square feet of commercial space at these facilities. | |
‡ | Denotes facilities which we acquired subsequent to June 30, 2005. | |
(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, as of July 31, 2005. | |
(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 have leased the land pursuant to a ground lease that expires in 2008. We have nine 5-year renewal options. | |
(6) | Data does not reflect information relating to a mobile home park that is adjacent to this facility. |
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Average Occupancy During the Twelve Months Ended | ||||||||||||||||||||||||||||||||
Number | Current | December 31,(2) | ||||||||||||||||||||||||||||||
of | Rentable | June 30, | ||||||||||||||||||||||||||||||
Year Acquired(1) | Facilities | Square Feet | 2000 | 2001 | 2002 | 2003 | 2004 | 2005(2) | ||||||||||||||||||||||||
1996 or earlier | 41 | 2,599,851 | 84.5 | % | 83.2 | % | 80.9 | % | 81.2 | % | 83.5 | % | 83.7 | % | ||||||||||||||||||
1997 | 46 | 2,699,212 | 83.1 | % | 82.2 | % | 81.0 | % | 82.8 | % | 84.1 | % | 83.7 | % | ||||||||||||||||||
1998 | 24 | 1,451,822 | 84.0 | % | 82.1 | % | 81.3 | % | 84.2 | % | 85.0 | % | 85.0 | % | ||||||||||||||||||
1999 | 2 | 138,054 | 45.6 | % | 67.2 | % | 81.3 | % | 82.0 | % | 88.0 | % | 92.2 | % | ||||||||||||||||||
2000 | 6 | 418,024 | 71.0 | % | 76.0 | % | 81.7 | % | 85.5 | % | 87.6 | % | 88.6 | % | ||||||||||||||||||
2001 | 27 | 2,107,610 | 73.6 | % | 75.7 | % | 80.6 | % | 84.9 | % | 85.2 | % | ||||||||||||||||||||
2002 | 7 | 405,966 | 83.3 | % | 82.9 | % | 83.9 | % | 83.7 | % | ||||||||||||||||||||||
2003 | 1 | 42,475 | 20.4 | % | 48.7 | % | 66.1 | % | ||||||||||||||||||||||||
2004 | 46 | 3,114,879 | 77.6 | % | 77.2 | % | ||||||||||||||||||||||||||
2005 | 36 | 2,021,922 | 70.3 | % | ||||||||||||||||||||||||||||
All Facilities Owned as of June 30, 2005 | 236 | 14,999,815 | 83.0 | % | 81.3 | % | 79.9 | % | 82.1 | % | 84.0 | % | 82.5 | % |
(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) | Determined by dividing the sum of the month-end occupied square feet for the group of facilities for each twelve month period by the sum of their month-end rentable square feet for the period. |
Annual Rent Per Occupied Square Foot for the Twelve Months Ended | ||||||||||||||||||||||||||||
Number | December 31,(2) | |||||||||||||||||||||||||||
of | June 30, | |||||||||||||||||||||||||||
Year Acquired(1) | Facilities | 2000 | 2001 | 2002 | 2003 | 2004 | 2005(2) | |||||||||||||||||||||
1996 or earlier | 41 | $ | 10.26 | $ | 10.71 | $ | 10.79 | $ | 10.59 | $ | 10.66 | $ | 10.85 | |||||||||||||||
1997 | 46 | $ | 8.40 | $ | 8.81 | $ | 9.04 | $ | 9.21 | $ | 9.52 | $ | 9.80 | |||||||||||||||
1998 | 24 | $ | 8.54 | $ | 8.73 | $ | 8.82 | $ | 8.89 | $ | 9.34 | $ | 9.65 | |||||||||||||||
1999 | 2 | $ | 7.14 | $ | 7.10 | $ | 7.66 | $ | 8.25 | $ | 9.50 | $ | 10.14 | |||||||||||||||
2000 | 6 | $ | 7.66 | $ | 13.10 | $ | 13.33 | $ | 13.26 | $ | 13.29 | $ | 13.79 | |||||||||||||||
2001 | 27 | $ | 11.21 | $ | 10.88 | $ | 10.12 | $ | 10.56 | $ | 10.98 | |||||||||||||||||
2002 | 7 | $ | 14.41 | $ | 13.31 | $ | 13.49 | $ | 13.72 | |||||||||||||||||||
2003 | 1 | $ | 8.75 | $ | 12.94 | $ | 13.01 | |||||||||||||||||||||
2004 | 46 | $ | 12.22 | $ | 10.90 | |||||||||||||||||||||||
2005 | 36 | $ | 9.93 | |||||||||||||||||||||||||
All Facilities Owned as of June 30, 2005 | 236 | $ | 9.13 | $ | 9.77 | $ | 10.13 | $ | 10.04 | $ | 10.44 | $ | 10.66 |
(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) | 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. |
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Average Occupied Square Feet for the Twelve Months Ended | ||||||||||||||||||||||||||||
Number | December 31,(2) | |||||||||||||||||||||||||||
of | June 30, | |||||||||||||||||||||||||||
Year Acquired(1) | Facilities | 2000 | 2001 | 2002 | 2003 | 2004 | 2005(2) | |||||||||||||||||||||
1996 or earlier | 41 | 2,194,358 | 2,162,101 | 2,101,927 | 2,112,101 | 2,170,825 | 2,176,089 | |||||||||||||||||||||
1997 | 46 | 2,218,478 | 2,189,309 | 2,162,901 | 2,212,059 | 2,247,471 | 2,259,232 | |||||||||||||||||||||
1998 | 24 | 1,183,996 | 1,176,562 | 1,187,768 | 1,244,593 | 1,257,058 | 1,234,543 | |||||||||||||||||||||
1999 | 2 | 63,455 | 93,479 | 113,112 | 114,052 | 121,776 | 127,259 | |||||||||||||||||||||
2000 | 6 | 21,681 | 277,770 | 296,103 | 321,549 | 366,338 | 370,552 | |||||||||||||||||||||
2001 | 27 | 410,084 | 1,544,456 | 1,701,143 | 1,790,554 | 1,796,194 | ||||||||||||||||||||||
2002 | 7 | 153,790 | 339,036 | 340,977 | 339,665 | |||||||||||||||||||||||
2003 | 1 | 3,606 | 20,694 | 28,067 | ||||||||||||||||||||||||
2004 | 46 | 402,889 | 1,603,580 | |||||||||||||||||||||||||
2005 | 36 | 464,803 | ||||||||||||||||||||||||||
All Facilities Owned as of June 30, 2005 | 236 | 5,681,968 | 6,309,305 | 7,560,057 | 8,048,139 | 8,718,582 | 10,399,984 |
Total Revenues for the Twelve Months Ended | ||||||||||||||||||||||||||||||
Number | December 31,(2)(3) | |||||||||||||||||||||||||||||
of | June 30, | |||||||||||||||||||||||||||||
Year Acquired(1) | Facilities | 2000 | 2001 | 2002 | 2003 | 2004 | 2005(2)(3) | |||||||||||||||||||||||
($ in thousands) | ||||||||||||||||||||||||||||||
1996 or earlier | 41 | $ | 22,523 | $ | 23,165 | $ | 22,683 | $ | 22,372 | $ | 23,140 | $ | 23,600 | |||||||||||||||||
1997 | 46 | 18,639 | 19,297 | 19,561 | 20,382 | 21,392 | 22,152 | |||||||||||||||||||||||
1998 | 24 | 10,109 | 10,274 | 10,475 | 11,061 | 11,739 | 11,918 | |||||||||||||||||||||||
1999 | 2 | 453 | 664 | 866 | 941 | 1,156 | 1,290 | |||||||||||||||||||||||
2000 | 6 | 166 | 3,639 | 3,947 | 4,265 | 4,867 | 5,111 | |||||||||||||||||||||||
2001 | 27 | 4,597 | 16,800 | 17,224 | 18,914 | 19,714 | ||||||||||||||||||||||||
2002 | 7 | 2,216 | 4,513 | 4,600 | 4,660 | |||||||||||||||||||||||||
2003 | 1 | 32 | 268 | 365 | ||||||||||||||||||||||||||
2004 | 46 | 4,925 | 17,472 | |||||||||||||||||||||||||||
2005 | 36 | 4,616 | ||||||||||||||||||||||||||||
All Facilities Owned as of June 30, 2005 — Before Adjustments | 236 | $ | 51,890 | $ | 61,636 | $ | 76,548 | $ | 80,790 | $ | 91,001 | $ | 110,898 | |||||||||||||||||
Plus: | ||||||||||||||||||||||||||||||
Revenues from Discontinued Operations(4) | 1,033 | 553 | — | — | — | — | ||||||||||||||||||||||||
Other Adjustments(5) | 167 | 87 | 37 | 24 | 607 | 2,478 | ||||||||||||||||||||||||
Total Revenues(6) | $ | 53,090 | $ | 62,276 | $ | 76,585 | $ | 80,814 | $ | 91,608 | $ | 113,376 |
(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 the 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 by the average occupied square feet for the twelve month period for each group of facilities. |
(4) | Represents revenues generated by seven facilities sold between 2000 and 2001, which are included in the historical financial statements but excluded from the above analysis. |
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(5) | Represents interest and other income and ancillary revenues generated by three facilities contributed by certain Amsdell Entities to our operating partnership prior to our IPO, which are reflected in the historical financial statements but excluded from the above analysis which accounts only for rental revenues and other property related income. Subsequent to the IPO, all other income and ancillary revenues are included for all facilities. |
(6) | Represents total revenues as presented in our historical financial statements. |
Planned Renovations and Improvements |
Option Facilities |
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Rising Tide | Cost Basis/ | |||||||||||||||||||||
Acquisition Date/ | Rentable | Purchase Price | ||||||||||||||||||||
Option Facility Location | Opening Date(1) | Square Feet(2) | to Rising Tide(3) | Occupancy(4) | Units | |||||||||||||||||
Facilities In Service: | ||||||||||||||||||||||
Tampa III, FL | March 2003 | 86,268 | $ | 5,489,759 | (a) | 77.4 | % | 812 | ||||||||||||||
Medford, MA | May 2003 | 59,095 | 5,853,653 | (a) | 64.6 | % | 670 | |||||||||||||||
Escondido, CA | October 2003 | 143,345 | 10,732,601 | (a) | 73.5 | % | 609 | |||||||||||||||
Jacksonville I, FL | October 2003 | 65,429 | 4,849,520 | (a) | 79.4 | % | 728 | |||||||||||||||
Jacksonville II, FL | March 2004 | 81,916 | 5,755,024 | (a) | 68.0 | % | 766 | |||||||||||||||
Jacksonville III, FL | October 2004 | 64,690 | 5,201,808 | (a) | 71.1 | % | 719 | |||||||||||||||
Royal Palm Beach II, FL | November 2004 | 83,357 | 7,964,472 | (a) | 69.5 | % | 813 | |||||||||||||||
Fort Lauderdale II, FL | November 2004 | 65,750 | 7,562,276 | (a) | 55.8 | % | 652 | |||||||||||||||
Kendall, FL | November 2004 | 80,975 | 7,871,582 | (a) | 61.8 | % | 722 | |||||||||||||||
Strongsville, OH | January 2005 | 43,987 | 1,278,137 | (a) | 36.6 | % | 446 | |||||||||||||||
Temecula III, CA | April 2005 | 84,075 | 5,443,757 | (a) | 12.8 | % | 737 | |||||||||||||||
Riverside IV, CA | May 2005 | 75,150 | 4,120,000 | (a) | 8.9 | % | 479 | |||||||||||||||
Suwanee, GA | August 2005 | 79,700 | 4,595,866 | (a) | N/A | 634 | ||||||||||||||||
Subtotal/ Weighted Average — Placed into Service | 1,013,737 | $ | 76,718,455 | 58.0 | % | 8,787 | ||||||||||||||||
Facilities Under Development: | ||||||||||||||||||||||
Jacksonville IV, FL(5) | December 2005 | 82,500 | 6,837,500 | (b) | ||||||||||||||||||
Sarasota II, FL(5) | October 2006 | 80,000 | 6,100,000 | (b) | ||||||||||||||||||
Subtotal — Under Development | 162,500 | $ | 12,937,500 | |||||||||||||||||||
Total | 1,176,237 |
(1) | Represents either the date of acquisition by Rising Tide Development, if the facility is already placed in service, or the projected opening date, if the facility is under development. |
(2) | Represents rentable square feet as of July 31, 2005 for facilities owned by Rising Tide Development that currently are in service. For facilities under development, represents rentable square feet expected at their completion or purchase. |
(3) | Amounts represent: |
(a) | for facilities that currently are in service (all of which are owned by Rising Tide Development), the historical cost basis; and |
(b) | for facilities that currently are under development which Rising Tide Development has the right to acquire, the purchase price under their respective purchase agreements. |
(4) | Represents occupied square feet divided by total rentable square feet, as of July 31, 2005. |
(5) | Denotes facilities which Rising Tide Development has the right to acquire. We cannot assure you that Rising Tide Development will purchase any of these facilities. In the event that Rising Tide Development does not acquire any such facility, the number of facilities which we will have the option to purchase would be reduced accordingly. |
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Principal | ||||||||||||||||||||||||
Amount | Number | |||||||||||||||||||||||
Outstanding | Interest | Annual Debt | Maturity | Balance at | of | |||||||||||||||||||
(as of 6/30/05) | Rate | Service | Date(1) | Maturity(2) | Facilities | |||||||||||||||||||
($ in thousands) | ||||||||||||||||||||||||
LONG TERM DEBT: | ||||||||||||||||||||||||
Fixed Rate: | ||||||||||||||||||||||||
Multi-facility mortgage loan | $ | 65,656 | 8.16 | % | $ | 6,502 | 11/2006 | $ | 64,118 | 41 | ||||||||||||||
Multi-facility mortgage loan | 39,508 | 7.13 | % | 3,568 | 12/2006 | 38,428 | 10 | |||||||||||||||||
Single-facility mortgage loan | 2,515 | 7.71 | % | 252 | 12/2008 | 2,436 | 1 | |||||||||||||||||
Single-facility mortgage loan | 1,842 | 8.43 | % | 192 | 8/2009 | 1,673 | 1 | |||||||||||||||||
Multi-facility mortgage loan | 90,000 | 5.09 | % | 6,174 | 11/2009 | 82,488 | 26 | |||||||||||||||||
Multi-facility mortgage loan | 90,000 | 5.19 | % | 6,244 | 5/2010 | 78,256 | 21 | |||||||||||||||||
Single-facility mortgage loan | 7,461 | 8.63 | % | 907 | 7/2010 | 6,019 | 1 | |||||||||||||||||
Multi-facility mortgage loan | 90,000 | 5.33 | % | 6,331 | 1/2011 | 80,497 | 18 | |||||||||||||||||
Single-facility mortgage loan | 3,890 | 6.22 | % | 340 | 1/2014 | 2,481 | 1 | |||||||||||||||||
Variable Rate: | ||||||||||||||||||||||||
Revolving Credit Facility(3) | 98,500 | Libor + 2.13 | % | 5,692 | 10/2007 | 98,500 | 116 | |||||||||||||||||
Total/ Weighted Average | $ | 489,372 | $ | 36,202 | $ | 454,896 | ||||||||||||||||||
(1) | Maturity Date is the earlier of the loan maturity date under the loan agreement, or the “Anticipated Repayment Date” as specifically defined in the loan agreement, which is the date after which substantial economic penalties apply if the loan has not been paid off. |
(2) | Assumes no early repayment of principal. |
(3) | The principal amount outstanding under our revolving credit facility will be repaid with a portion of the proceeds from this offering. |
Loans Outstanding as of June 30, 2005 |
Revolving Credit Facility |
• | Maximum total indebtedness to total asset value of 65%; | |
• | Minimum interest coverage ratio of 2.0:1; | |
• | Minimum fixed charge coverage ratio of 1.7:1; and | |
• | Minimum tangible net worth of $400.0 million. |
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Multi-Facility Mortgage Loans |
Single Facility Mortgage Loans |
New Fixed Rate Mortgage Loans |
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Name | Age | Position | ||||
Robert J. Amsdell | 65 | Chairman of the Board of Trustees and Chief Executive Officer | ||||
Steven G. Osgood | 48 | President and Chief Financial Officer | ||||
Todd C. Amsdell | 37 | Chief Operating Officer | ||||
Tedd D. Towsley | 50 | Vice President and Treasurer | ||||
Barry L. Amsdell | 60 | Trustee | ||||
Thomas A. Commes | 63 | Trustee | ||||
John C. Dannemiller | 67 | Trustee | ||||
William M. Diefenderfer III | 60 | Trustee | ||||
Harold S. Haller | 67 | Trustee | ||||
David J. LaRue | 44 | Trustee |
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• | Our board of trustees is not staggered, with each of our trustees subject to re-election annually; | |
• | Of the seven persons who currently serve on our board of trustees, five have been determined by us to be independent for purposes of the New York Stock Exchange’s listing standards and Rule 10A-3 under the Securities Exchange Act of 1934, as amended; | |
• | Our board of trustees has determined that at least one of our trustees qualifies as an “audit committee financial expert” as defined by the Securities and Exchange Commission; | |
• | We have opted out of the Maryland business combination and control share acquisition statutes; | |
• | We do not have a shareholder rights plan; and | |
• | We have adopted corporate governance guidelines as guiding principles for our board of trustees which cover, among other things, trustee responsibilities and qualifications, functioning of the board and its committees, trustee compensation, related party transactions and management evaluation and succession. |
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Audit Committee |
• | the integrity of our financial statements; | |
• | our compliance with legal and regulatory requirements; | |
• | the qualification and independence of our independent auditors; and | |
• | the performance of our internal audit function and independent auditors. |
Compensation Committee |
• | review and approve our corporate goals and objectives with respect to the compensation of our Chief Executive Officer, evaluate the Chief Executive Officer’s performance in light of those goals and objectives, and determine and approve, either as a committee or with the Company’s other independent trustees, the appropriate level and structure of the Chief Executive Officer’s compensation; | |
• | determine and approve, either as a committee or together with our other independent trustees, the compensation of the other executive officers; | |
• | make recommendations to the board of trustees regarding compensation of trustees; and | |
• | recommend, implement and administer our incentive and equity-based compensation plans. |
Corporate Governance and Nominating Committee |
• | identify individuals that are qualified to serve as trustees; | |
• | recommend such individuals to the board of trustees, either to fill vacancies that occur on the board of trustees from time to time or in connection with the selection of trustee nominees for each annual meeting of shareholders; | |
• | periodically assess the size of the board of trustees to ensure it can effectively carry out its obligations; |
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• | develop, recommend, implement and monitor our corporate governance guidelines and our codes of business conduct and ethics; | |
• | review and approve any related party transactions; | |
• | oversee the evaluation of the board of trustees and management; and | |
• | ensure that we are in compliance with all New York Stock Exchange corporate governance listing requirements. |
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(a) | Summary Compensation Table |
Long-Term Compensation Awards | |||||||||||||||||||||||||
Annual Compensation | |||||||||||||||||||||||||
Restricted Stock | Securities | ||||||||||||||||||||||||
Salary | Awards | Underlying | All Other | ||||||||||||||||||||||
Name and Principal Position | Year | ($)(1) | Bonus($) | ($) | Options(2) | Compensation(3) | |||||||||||||||||||
Robert J. Amsdell, | 2004 | $ | 35,312 | $ | 0 | $ | 0 | 0 | $ | 1,167 | |||||||||||||||
Chairman and Chief | |||||||||||||||||||||||||
Executive Officer | |||||||||||||||||||||||||
Steven G. Osgood, | 2004 | $ | 68,359 | $ | 1,150,000 | (4) | $ | 0 | 200,000 | $ | 1,167 | ||||||||||||||
President and Chief | |||||||||||||||||||||||||
Financial Officer | |||||||||||||||||||||||||
Todd C. Amsdell, | 2004 | $ | 68,359 | $ | 1,150,000 | (4) | $ | 0 | 200,000 | $ | 1,167 | ||||||||||||||
Chief Operating Officer | |||||||||||||||||||||||||
Tedd D. Towsley, | 2004 | $ | 39,062 | $ | 400,000 | (5) | $ | 0 | 100,000 | $ | 1,167 | ||||||||||||||
Vice President and | |||||||||||||||||||||||||
Treasurer |
(1) | Represents the salary earned by the executive officer from October 21, 2004, the date we commenced operations, to December 31, 2004. The annualized base salary of each executive officer for 2004 was as follows: Robert J. Amsdell — $200,000; Steven G. Osgood — $350,000; Todd C. Amsdell — $350,000; and Tedd D. Towsley — $200,000. |
(2) | Represents options awarded at the closing of our IPO in October 2004. The right to purchase shares under the options vests as to 1/3 of the total number of shares covered by the options on each of the first three anniversaries of the vesting start date of October 21, 2004, provided the optionee is still employed by us. The options were granted at an exercise price equal to the IPO price of $16.00. |
(3) | Represents each executive’s automobile allowance for the period from October 21, 2004 to December 31, 2004. |
(4) | Represents $150,000 of bonus and 62,500 deferred shares. The deferred shares were granted under our 2004 Equity Incentive Plan concurrently with the closing of our IPO in October 2004. The deferred shares are 100% vested. Unless otherwise elected, 50% of the deferred shares will be delivered on the first business day following January 1, 2006 and 50% of the deferred shares will be delivered on the first business day following January 1, 2007. If service terminates prior to the distribution of any deferred shares, the deferred shares will be immediately distributable. Each individual will be entitled to receive a payment equal to any dividend payments made on the deferred shares during the deferral period. Based on the closing share price of our common shares of $17.35 on December 31, 2004, the deferred shares had a value of $1,084,375. |
(5) | Represents $100,000 of bonus and 18,750 deferred shares. The deferred shares were granted under our 2004 Equity Incentive Plan concurrently with the closing of our IPO in October 2004. The deferred shares are 100% vested. Unless otherwise elected, 50% of the deferred shares will be delivered on the first business day following January 1, 2006 and 50% of the deferred shares will be delivered on the first business day following January 1, 2007. If service terminates prior to the distribution of any deferred shares, the deferred shares will be immediately distributable. Each individual will be entitled to receive a payment equal to any dividend payments made on the deferred shares during the deferral period. Based on the closing share price of our common shares of $17.35 on December 31, 2004, the deferred shares had a value of $325,313. |
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(b) | Option Grants in 2004 |
Potential Realizable Value at | ||||||||||||||||||||||||
Assumed Annual Rates of | ||||||||||||||||||||||||
Number of | % of Total | Share Price Appreciation for | ||||||||||||||||||||||
Securities | Options | Exercise | Option Term | |||||||||||||||||||||
Underlying | Granted to | or Base | ||||||||||||||||||||||
Options | Employees | Price | Expiration | 5% | 10% | |||||||||||||||||||
Name | Granted (#) | in 2004 | ($/Sh) | Date | ($)(2) | ($)(2) | ||||||||||||||||||
Robert J. Amsdell | 0 | — | — | — | — | — | ||||||||||||||||||
Steven G. Osgood | 200,000 | (1) | 21.1 | % | $ | 16.00 | 10/20/2014 | $ | 2,012,463 | $ | 5,099,976 | |||||||||||||
Todd C. Amsdell | 200,000 | (1) | 21.1 | % | $ | 16.00 | 10/20/2014 | $ | 2,012,463 | $ | 5,099,976 | |||||||||||||
Tedd D. Towsley | 100,000 | (1) | 10.5 | % | $ | 16.00 | 10/20/2014 | $ | 1,006,231 | $ | 2,549,988 |
(1) | The right to purchase shares under the options vests as to 1/3 of the total number of shares covered by the options on each of the first three anniversaries of the vesting start date of October 21, 2004, provided the optionee is still employed by us. The employment agreements for Steven G. Osgood, Todd C. Amsdell and Tedd D. Towsley provide that if the respective individual terminates his employment for “good reason” or is terminated without “cause,” all equity awards held by the individual will vest 100%. “Good reason” includes a change in control. See “Employment and Noncompetition Agreements” below. |
(2) | The 5% and 10% rates of appreciation were set by the Securities and Exchange Commission and are not intended to forecast future appreciation, if any, of our common shares. |
(c) | Aggregated Option Exercises in 2004 and Fiscal Year-End Option Values |
Shares | Number of Securities | Value of Unexercised | ||||||||||||||||||||||
Acquired | Underlying Unexercised | In-the-Money Options | ||||||||||||||||||||||
on | Value | Options at FY-End | at FY-End ($)(1) | |||||||||||||||||||||
Exercise | Realized | |||||||||||||||||||||||
Name | (#) | ($) | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||
Robert J. Amsdell | — | — | — | — | — | — | ||||||||||||||||||
Steven G. Osgood | 0 | $ | 0 | 0 | 200,000 | $ | 0 | $ | 270,000 | |||||||||||||||
Todd C. Amsdell | 0 | $ | 0 | 0 | 200,000 | $ | 0 | $ | 270,000 | |||||||||||||||
Tedd D. Towsley | 0 | $ | 0 | 0 | 100,000 | $ | 0 | $ | 135,000 |
(1) | Based upon the closing price per share of our common shares of $17.35 on December 31, 2004. |
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• | common shares subject to restrictions; | |
• | common share units, which are the conditional right to receive a common share in the future, subject to restrictions and to a risk of forfeiture; | |
• | unrestricted common shares, in lieu of cash bonuses, which are common shares issued at no cost or for a purchase price determined by the compensation committee which are free from any restrictions under the equity incentive plan; | |
• | dividend equivalent rights entitling the grantee to receive credits for dividends that would be paid if the grantee had held a specified number of common shares, which shall be granted, if at all, in tandem with stock options on a one-for-one basis; | |
• | a right to receive a number of common shares or, in the discretion of the compensation committee, an amount in cash or a combination of shares and cash, based on the increase in the fair market value of the shares underlying the right during a stated period specified by the compensation committee; and | |
• | performance and annual incentive awards, ultimately payable in common shares or cash, as determined by the compensation committee. |
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• | total shareholder return; | |
• | total shareholder return as compared to total return (on a comparable basis) of a publicly available index such as, but not limited to, the Standard & Poor’s 500 Stock Index; | |
• | net income; | |
• | net operating income; | |
• | pretax earnings; | |
• | funds from operations; | |
• | earnings calculated before any or all of the following: interest expense, interest, taxes, depreciation and amortization; | |
• | operating margin; | |
• | earnings per share; | |
• | return on equity; | |
• | return on capital; | |
• | return on assets; | |
• | return on investment; | |
• | operating earnings; | |
• | working capital; | |
• | ratio of debt to shareholders’ equity; and | |
• | revenue. |
Deferred Trustees Plan |
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Merger Agreements |
• | Robert J. Amsdell received approximately 151,000 shares (with a value of approximately $2.4 million); | |
• | The Robert J. Amsdell Family Irrevocable Trust, a trust formed for the benefit of the family of Robert J. Amsdell, received approximately 3.9 million shares (with a value of approximately $62.7 million); | |
• | Barry L. Amsdell received approximately 151,000 shares (with a value of approximately $2.4 million); | |
• | The Loretta Amsdell Family Irrevocable Trust, a trust formed for the benefit of the family of Barry L. Amsdell, received approximately 3.9 million shares (with a value of approximately $62.7 million); and | |
• | Todd C. Amsdell received approximately 430,000 shares (with a value of approximately $6.9 million). |
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Contribution Agreements |
Partnership Reorganization Agreement |
Stock Purchase Agreement |
Partnership Agreement |
Option Agreement |
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Registration Rights |
Management Contracts |
Office Lease |
Aircraft Timesharing Agreement |
Other Formation Transactions |
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Exercises of Option to Purchase Certain Option Facilities |
Registration Rights |
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Office Leases |
Aircraft Lease |
Other Arrangements |
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Our Operating Partnership |
Our Service Companies |
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• | High Tide LLC purchased a 71.21% limited partner interest in our operating partnership from the Common Retirement Fund of the State of New York for $274.8 million and a 0.61% limited partner interest in our operating partnership from Square Foot Companies, LLC for $2.4 million (we acquired these limited partner interests in our operating partnership through our merger with High Tide LLC as part of our formation transactions); and | |
• | Our operating partnership purchased three facilities in 2002 for an aggregate purchase price of $19.4 million and one facility in 2003 for the purchase price of $3.2 million (we acquired indirect interests in these facilities as a result of our acquisition of general and limited partnership interests in our operating partnership, which occurred through our mergers with Amsdell Partners, Inc. and High Tide LLC as part of our formation transactions). |
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• | the act or omission of the indemnitee was material to the matter giving rise to the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty; | |
• | the indemnitee actually received an improper personal benefit in money, property or services; or | |
• | in the case of any criminal proceeding, the indemnitee had reasonable cause to believe that the act or omission was unlawful. |
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• | in the opinion of legal counsel for our operating partnership, there is a significant risk that the transfer would result in our operating partnership being treated as an association taxable as a corporation for federal income tax purposes or would result in a termination of our operating partnership for federal income tax purposes; | |
• | in the opinion of legal counsel for our operating partnership, there is a significant risk that the transfer would adversely affect our ability to continue to qualify as a REIT or would subject us to certain additional taxes; or | |
• | such transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code. |
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• | to the limited partners so as to preclude the distribution from being treated as part of a disguised sale for federal income tax purposes; and | |
• | to us, as general partner, in an amount sufficient to enable us to pay shareholder dividends that will satisfy our requirements for qualifying as a REIT and to avoid any federal income or excise tax liability for us. |
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• | our operating partnership issues operating partnership units or other partnership interests in connection with the grant, award or issuance of shares or other equity interests in us having designations, preferences and other rights so that the economic interests attributable to the newly issued shares or other equity interests in us are substantially similar to the designations, preferences and other rights, except voting rights, of the operating partnership units or other partnership interests issued to us, and we contribute to our operating partnership the proceeds from the issuance of the shares or other equity interests received by us; or | |
• | our operating partnership issues the additional operating partnership units or other partnership interests to all partners holding operating partnership units or other partnership interests in the same class or series in proportion to their respective percentage interests in that class or series. |
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• | additional capital contributions or loans to our operating partnership; or | |
• | the issuance or sale of any operating partnership units or other partnership interests. |
• | to add to our obligations as general partner or surrender any right or power granted to us as general partner or any affiliate of ours for the benefit of the limited partners; | |
• | to reflect the admission, substitution, termination or withdrawal of partners in compliance with the partnership agreement; | |
• | to set forth the designations, rights, powers, duties and preferences of the holders of any additional partnership interests issued in accordance with the authority granted to us as general partner; | |
• | to reflect a change that does not adversely affect the limited partners in any material respect, or to cure any ambiguity, correct or supplement any provision in the partnership agreement not inconsistent with law or with other provisions of the partnership agreement, or make other changes with respect to matters arising under the partnership agreement that will not be inconsistent with law or with the provisions of the partnership agreement; and | |
• | to satisfy any requirements, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal, state or local agency or contained in federal, state or local law. |
• | the issuance of partnership interests in general and the restrictions imposed on the issuance of additional partnership interests to us in particular; | |
• | the prohibition against removing us as general partner by the limited partners; | |
• | restrictions on our power to conduct businesses other than owning partnership interests of our operating partnership and the relationship of our shares to operating partnership units; | |
• | limitations on transactions with affiliates; | |
• | our liability as general partner for monetary or other damages to our operating partnership; | |
• | partnership consent requirements for the sale or other disposition of substantially all the assets of our operating partnership; or | |
• | the transfer of partnership interests held by us or the dissolution of our operating partnership. |
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• | convert a limited partner’s interest into a general partner’s interest; | |
• | modify the limited liability of a limited partner; | |
• | alter the interest of a partner in profits or losses, or the right to receive any distributions, except as permitted under the partnership agreement with respect to the admission of new partners or the issuance of additional operating partnership units; or | |
• | materially alter the unit redemption right of the limited partners, |
• | an event of our withdrawal, as the general partner, (other than an event of bankruptcy), unless within 90 days after the withdrawal, the written consent of the outside limited partners, as defined in the partnership agreement, to continue the business of our operating partnership and to the appointment, effective as of the date of withdrawal, of a substitute general partner is obtained; | |
• | through December 31, 2054, an election by us, as general partner, with the consent of the partners holding partnership interests representing 90% of the percentage interest (as defined in the partnership agreement) of the interests entitled to vote thereon (including operating partnership units held by us); | |
• | an election to dissolve the operating partnership by us, as general partner, in our sole and absolute discretion after December 31, 2054; | |
• | entry of a decree of judicial dissolution of our operating partnership pursuant to Delaware law; | |
• | the sale of all or substantially all of the assets and properties of our operating partnership for cash or for marketable securities; or | |
• | entry of a final and non-appealable judgment by a court of competent jurisdiction ruling that we are bankrupt or insolvent, or entry of a final and non-appealable order for relief against us, under any federal or state bankruptcy or insolvency laws, unless prior to or at the time of the entry of such judgment or order, the written consent of the outside limited partners, as defined in our partnership agreement, to continue the business of our operating partnership and to the appointment, effective as of a date prior to the date of such order or judgment, of a substitute general partner is obtained. |
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• | to increase our value through increases in the cash flows and values of our facilities; | |
• | to achieve long-term capital appreciation, and preserve and protect the value of our interest in our facilities; and | |
• | to provide quarterly cash distributions. |
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• | the fact of the common directorship or interest is disclosed to our board of trustees or a committee of our board of trustees, and our board of trustees, or that committee, authorizes the contract or transaction by the affirmative vote of a majority of the disinterested trustees, even if the disinterested trustees constitute less than a quorum; | |
• | the fact of the common directorship or interest is disclosed to our shareholders entitled to vote, and the contract or transaction is approved by a majority of the votes cast by the shareholders entitled to |
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vote, other than votes of shares owned of record or beneficially by the interested trustee, corporation, firm or other entity; or | ||
• | the contract or transaction is fair and reasonable to us. |
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Before this Offering | After this Offering | |||||||||||||||||||||||||||||||
Number of | Number of | |||||||||||||||||||||||||||||||
Shares and | % of All | Number of | Shares and | % of All | Number of | |||||||||||||||||||||||||||
Units | Shares | Shares | Units | Shares | Shares | |||||||||||||||||||||||||||
Beneficially | and | Beneficially | % of All | Beneficially | and | Beneficially | % of All | |||||||||||||||||||||||||
Beneficial Owner | Owned | Units | Owned | Shares | Owned | Units | Owned | Shares | ||||||||||||||||||||||||
Named Executive Officers and Trustees | ||||||||||||||||||||||||||||||||
Todd C. Amsdell(1) | 8,402,656 | 19.7% | 8,402,656 | 22.4% | 8,402,656 | 14.6% | 8,402,656 | 16.0% | ||||||||||||||||||||||||
Robert J. Amsdell(2) | 1,675,162 | 3.9% | 1,280,319 | 3.4% | 1,675,162 | 2.9% | 1,280,319 | 2.4% | ||||||||||||||||||||||||
Barry L. Amsdell(3) | 1,070,652 | 2.5% | 675,809 | 1.8% | 1,070,652 | 1.9% | 675,809 | 1.3% | ||||||||||||||||||||||||
Steven G. Osgood(4) | 129,667 | * | 129,667 | * | 129,667 | * | 129,667 | * | ||||||||||||||||||||||||
Tedd D. Towsley(5) | 52,084 | * | 52,084 | * | 52,084 | * | 52,084 | * | ||||||||||||||||||||||||
Thomas A. Commes | 14,063 | * | 14,063 | * | 14,063 | * | 14,063 | * | ||||||||||||||||||||||||
John C. Dannemiller | 9,063 | * | 9,063 | * | 9,063 | * | 9,063 | * | ||||||||||||||||||||||||
William M. Diefenderfer III(6) | 9,063 | * | 9,063 | * | 9,063 | * | 9,063 | * | ||||||||||||||||||||||||
David J. LaRue | 6,563 | * | 6,563 | * | 6,563 | * | 6,563 | * | ||||||||||||||||||||||||
Harold S. Haller | 4,263 | * | 4,263 | * | 4,263 | * | 4,263 | * | ||||||||||||||||||||||||
All executive officers and trustees as a group (10 persons) | 11,373,236 | 26.5% | 10,583,550 | 28.1% | 11,373,236 | 19.7% | 10,583,550 | 20.1% | ||||||||||||||||||||||||
Other More than Five Percent Beneficial Owners | ||||||||||||||||||||||||||||||||
Robert J. Amsdell Family Irrevocable Trust(7) | 3,921,850 | 9.2% | 3,921,850 | 10.4% | 3,921,850 | 6.8% | 3,921,850 | 7.5% | ||||||||||||||||||||||||
Loretta Amsdell Family Irrevocable Trust(7) | 3,921,850 | 9.2% | 3,921,850 | 10.4% | 3,921,850 | 6.8% | 3,921,850 | 7.5% | ||||||||||||||||||||||||
Wellington Management Company, LLP(8) | 1,964,200 | 4.6% | 1,964,200 | 5.2% | 1,964,200 | 3.4% | 1,964,200 | 3.7% |
* | Indicates amount owned is less than 1% |
(1) | Shares and units beneficially owned include 7,843,700 shares owned by affiliated entities and related family trusts of Robert J. Amsdell, Barry L. Amsdell and Todd C. Amsdell (which entities and trusts we refer to herein collectively as the “Amsdell Entities”) as follows: (a) 3,921,850 shares owned by the Robert J. Amsdell Family Irrevocable Trust, of which Todd C. Amsdell is the business advisor and, in such capacity, has, under the trust agreements, the sole power to direct the voting and disposition of the |
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shares; and (b) 3,921,850 shares owned by the Loretta Amsdell Family Irrevocable Trust, of which Todd C. Amsdell is also the business advisor and, in such capacity, has, under the trust agreements, the sole power to direct the voting and disposition of the shares. The beneficiaries of these two trusts are comprised of members of the families of Robert J. Amsdell and Loretta Amsdell, who is the wife of Barry L. Amsdell. Also includes 429,789 shares owned directly by Todd C. Amsdell, 62,500 shares issuable in satisfaction of a grant of deferred shares made under our equity incentive plan concurrently with the closing of our IPO and 66,667 shares issuable upon the exercise of options which are exercisable within 60 days of August 31, 2005. | |
(2) | Shares and units beneficially owned include 1,524,358 units owned by the Amsdell Entities as follows: (a) 337,756 units owned by Amsdell Holdings I, Inc., of which Robert J. Amsdell is the President, a director and 50% shareholder, which are redeemable for cash or, at our option, shares within 60 days of August 31, 2005; (b) 187,249 units owned by Amsdell & Amsdell general partnership, of which Robert J. Amsdell is a 50% general partner, which are redeemable for cash or, at our option, shares within 60 days of August 31, 2005; (c) 604,510 units owned by a trust of which Robert J. Amsdell is the sole trustee and whose equal beneficiaries are Robert J. Amsdell and his brother, Barry L. Amsdell, which are redeemable for cash or, at our option, shares within 60 days of August 31, 2005; and (d) 394,843 units owned by Rising Tide Development, of which Robert J. Amsdell owns a 50% interest. Also includes 150,804 shares owned directly by Robert J. Amsdell. Shares and units beneficially owned do not include (a) 3,921,850 shares owned by the Robert J. Amsdell Family Irrevocable Trust, of which Todd C. Amsdell (the son of Robert J. Amsdell) is the business advisor and, in such capacity, has the sole power to direct the voting and disposition of the shares, and (b) 3,921,850 shares owned by the Loretta Amsdell Family Irrevocable Trust, of which Todd C. Amsdell is also the business advisor and, in such capacity, has the sole power to direct the voting and disposition of the shares. The beneficiaries of these two trusts are comprised of members of the families of Robert J. Amsdell and Loretta Amsdell, who is the wife of Barry L. Amsdell. |
(3) | Shares and units beneficially owned include 919,848 units owned by Amsdell Entities as follows: (a) 337,756 units owned by Amsdell Holdings I, Inc., of which Barry L. Amsdell is an officer, director and 50% shareholder, which are redeemable for cash or, at our option, shares within 60 days of August 31, 2005; and (b) 187,249 units owned by Amsdell & Amsdell general partnership, of which Barry L. Amsdell is a 50% general partner, which are redeemable for cash or, at our option, shares within 60 days of August 31, 2005; and (c) 394,843 units owned by Rising Tide Development, of which Barry L. Amsdell owns a 50% interest. Also includes 150,804 shares owned directly by Barry L. Amsdell. Shares and units beneficially owned do not include 604,510 units owned by a trust of which Robert J. Amsdell is the sole trustee and whose equal beneficiaries are Robert J. Amsdell and his brother, Barry L. Amsdell. Robert J. Amsdell has sole voting and dispositive power with respect to the units owned by this trust. Shares and units beneficially owned also do not include (a) 3,921,850 shares owned by the Robert J. Amsdell Family Irrevocable Trust, of which Todd C. Amsdell (the nephew of Barry L. Amsdell) is the business advisor and, in such capacity, has the sole power to direct the voting and disposition of the shares, and (b) 3,921,850 shares owned by the Loretta Amsdell Family Irrevocable Trust, of which Todd C. Amsdell is also the business advisor and, in such capacity, has the sole power to direct the voting and disposition of the shares. The beneficiaries of these two trusts are comprised of members of the families of Robert J. Amsdell and Loretta Amsdell, who is the wife of Barry L. Amsdell. |
(4) | Comprised of 500 shares owned directly by Steven G. Osgood, 62,500 shares issuable in satisfaction of grants of deferred share units made under our equity incentive plan concurrently with the closing of our IPO and 66,667 shares issuable upon the exercise of options which are exercisable within 60 days of August 31, 2005. |
(5) | Comprised of 18,750 shares issuable in satisfaction of grants of deferred share units made under our equity incentive plan concurrently with the closing of our IPO and 33,334 shares issuable upon the exercise of options which are exercisable within 60 days of August 31, 2005. |
(6) | Comprised of 1,000 shares held by William M. Diefenderfer’s 401(k) plan, 1,000 shares held by a trust for the benefit of his son and 7,063 shares owned directly. |
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(7) | Each trust has reported in a Schedule 13D filing that it possessed shared voting power and shared dispositive power over the shares held by the respective trust. Todd C. Amsdell is the business advisor of each trust and, in such capacity, has the sole power, under the trust agreements, to direct the voting and disposition of these shares. See footnote (1). The trustee of each trust is Bernard L. Karr. The address of each trust is c/o Bernard L. Karr, trustee, McDonald Hopkins Co., LPA, 600 Superior Avenue, E., Suite 2100, Cleveland, Ohio 44114. |
(8) | Based on information provided by Wellington Management Company, LLP in a Schedule 13G filed with the Securities and Exchange Commission on February 14, 2005, Wellington Management has shared dispositive power with respect to 1,938,800 of these shares and shared voting power with respect to 1,455,100 of these shares. Wellington Management’s address is 605 Third Avenue, New York, New York 10158. |
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• | no person, other than an excepted holder or a designated investment entity (each as defined in our declaration of trust), may own directly, or be deemed to own by virtue of the attribution provisions of the Code, more than 5%, in value or number of shares, whichever is more restrictive, of the outstanding common shares; | |
• | no person may own directly or indirectly, or be deemed to own through attribution, more than 9.8% in value or number of shares, whichever is more restrictive, of the issued and outstanding shares of any class or series of preferred shares; | |
• | no excepted holder, which means certain members of the Amsdell family, certain trusts established for the benefit of members of the Amsdell family and certain related entities, may own directly or indirectly common shares if, under the applicable tax attribution rules of the Code, any single excepted holder who is treated as an individual would own more than 29%, in value or number of shares, whichever is more restrictive, of our outstanding common shares, any two excepted holders treated as individuals would own more than 34%, in value or number of shares, whichever is more restrictive, of our outstanding common shares, any three excepted holders treated as individuals would |
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own more than 39%, in value or number of shares, whichever is more restrictive, of our outstanding common shares, any four excepted holders treated as individuals would own more than 44%, in value or number of shares, whichever is more restrictive, of our outstanding common shares, or any five excepted holders treated as individuals would own more than 49%, in value or number of shares, whichever is more restrictive, of our outstanding common shares; | ||
• | no designated investment entity may acquire or hold, directly or indirectly (or through attribution), shares in excess of the designated investment entity limit of 9.8%, in value or number of shares, whichever is more restrictive, of the outstanding shares of any class or series of common shares; | |
• | no person shall beneficially or constructively own our shares of beneficial interest that would result in us being “closely held” under Section 856(h) of the Code or otherwise cause us to fail to qualify as a REIT; and | |
• | no person shall transfer our shares of beneficial interest if such transfer would result in our shares of beneficial interest being owned by fewer than 100 persons. |
1. an entity that is a pension trust that qualifies for look-through treatment under Section 856(h)(3) of the Code; | |
2. an entity that qualifies as a regulated investment company under Section 851 of the Code; or | |
3. an entity that (i) for compensation engages in the business of advising others as to the value of securities or as to the advisability of investing in, purchasing or selling securities; (ii) purchases securities in the ordinary course of its business and not with the purpose or effect of changing or influencing control of us, nor in connection with or as a participant in any transaction having such purpose or effect, including any transaction subject to Rule 13d-3(b) of the Securities Exchange Act of 1934, as amended; and (iii) has or shares voting power and investment power under the Securities Exchange Act of 1934, as amended; |
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Number of Trustees; Vacancies |
Removal of Trustees |
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Business Combinations |
• | any person who beneficially owns 10% or more of the voting power of our shares; or | |
• | an affiliate or associate of ours who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of our then outstanding voting shares. |
• | 80% of the votes entitled to be cast by holders of our then outstanding shares of beneficial interest; and | |
• | two-thirds of the votes entitled to be cast by holders of our voting shares other than shares held by the interested shareholder with whom or with whose affiliate the business combination is to be effected or shares held by an affiliate or associate of the interested shareholder. |
Control Share Acquisitions |
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• | one-tenth or more but less than one-third; | |
• | one-third or more but less than a majority; or | |
• | a majority or more of all voting power. |
Merger, Amendment of Declaration of Trust |
Limitation of Liability and Indemnification |
• | actual receipt of an improper benefit or profit in money, property or services; or | |
• | a final judgment based upon a finding of active and deliberate dishonesty by the trustee that was material to the cause of action adjudicated. |
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• | the act or omission of the trustee or officer was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty; | |
• | the trustee or officer actually received an improper personal benefit in money, property or services; or | |
• | in a criminal proceeding, the trustee or officer had reasonable cause to believe that the act or omission was unlawful. |
• | a written affirmation by the trustee or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification; and | |
• | a written undertaking to repay the amount reimbursed if the standard of conduct is not met. |
Operations |
Term and Termination |
Meetings of Shareholders |
Advance Notice of Trustee Nominations and New Business |
• | pursuant to our notice of the meeting; | |
• | by our board of trustees; or |
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• | by a shareholder who was a shareholder of record both at the time of the provision of notice and at the time of the meeting who is entitled to vote at the meeting and has complied with the advance notice procedures set forth in our bylaws. |
• | pursuant to our notice of the meeting; | |
• | by our board of trustees; or | |
• | provided that our board of trustees has determined that trustees shall be elected at such meeting, by a shareholder who was a shareholder of record both at the time of the provision of notice and at the time of the meeting who is entitled to vote at the meeting and has complied with the advance notice provisions set forth in our bylaws. |
Possible Anti-Takeover Effect of Certain Provisions of Maryland Law and of Our Declaration of Trust and Bylaws |
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• | 1% of the then outstanding common shares; or | |
• | the average weekly trading volume of the common shares on the New York Stock Exchange during the four calendar weeks preceding the date on which notice of the sale is filed with the Securities and Exchange Commission. |
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• | the tax considerations for you may vary depending on your particular tax situation; | |
• | special rules that are not discussed below may apply to you if, for example, you are: |
• | a tax-exempt organization, | |
• | a broker-dealer, | |
• | a non-U.S. corporation or individual who is not taxed as a citizen or resident of the United States, all of which may be referred to collectively as “non-U.S. persons,” | |
• | a trust, estate, regulated investment company, real estate investment trust, financial institution, insurance company or S corporation, | |
• | subject to the alternative minimum tax provisions of the Code, | |
• | holding the shares as part of a hedge, straddle, conversion or other risk-reduction or constructive sale transaction, | |
• | holding the shares through a partnership or similar pass-through entity, | |
• | a person with a “functional currency” other than the U.S. dollar, | |
• | beneficially or constructively holding 10% or more (by vote or value) of the beneficial interest in us, | |
• | a U.S. expatriate, or | |
• | otherwise subject to special tax treatment under the Code; |
• | this summary does not address state, local or non-U.S. tax considerations; | |
• | this summary deals only with investors that hold the shares as a “capital asset,” within the meaning of Section 1221 of the Code; and | |
• | this discussion is not intended to be, and should not be construed as, tax advice. |
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1. We will be taxed at regular corporate rates on any undistributed “REIT taxable income.” REIT taxable income is the taxable income of the REIT subject to specified adjustments, including a deduction for dividends paid. | |
2. We may be subject to the “alternative minimum tax” on our undistributed items of tax preference, if any. | |
3. If we have (1) net income from the sale or other disposition of “foreclosure property” that is held primarily for sale to tenants in the ordinary course of business, or (2) other non-qualifying income from foreclosure property, we will be subject to tax at the highest corporate rate on this income. | |
4. Our net income from “prohibited transactions” will be subject to a 100% tax. In general, prohibited transactions are sales or other dispositions of property held primarily for sale to tenants in the ordinary course of business other than foreclosure property. | |
5. If we fail to satisfy either the 75% gross income test or the 95% gross income test discussed below, but nonetheless maintain our qualification as a REIT because other requirements are met, we will be subject to a tax equal to the gross income attributable to the greater of either (1) the amount by which 75% of our gross income exceeds the amount of our income qualifying under the 75% test for the taxable year or (2) the amount by which 95% of our gross income exceeds the amount of our income qualifying for the 95% income test for the taxable year, multiplied in either case by a fraction intended to reflect our profitability. | |
6. We will be subject to a 4% nondeductible excise tax on the excess of the required distribution over the sum of amounts actually distributed, excess distributions from the preceding tax year and amounts retained for which federal income tax was paid if we fail to make the required distributions by the end of a calendar year. The required distributions for each calendar year is equal to the sum of: |
• | 85% of our REIT ordinary income for the year; | |
• | 95% of our REIT capital gain net income for the year; and | |
• | any undistributed taxable income from prior taxable years. |
7. We will be subject to a 100% penalty tax on some payments we receive (or on certain expenses deducted by a taxable REIT subsidiary) if arrangements among us, our tenants, and our taxable REIT subsidiaries are not comparable to similar arrangements among unrelated parties. |
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8. If we acquire any assets from a non-REIT “C” corporation in a carry-over basis transaction, we would be liable for corporate income tax, at the highest applicable corporate rate for the “built-in gain” with respect to those assets if we disposed of those assets within 10 years after they were acquired. To the extent that assets are transferred to us in a carry-over basis transaction by a partnership in which a corporation owns an interest, we will be subject to this tax in proportion to the non-REIT “C” corporation’s interest in the partnership. Built-in gain is the amount by which an asset’s fair market value exceeds its adjusted tax basis at the time we acquire the asset. | |
9. With regard to our 2005 and subsequent taxable years, if we fail to satisfy one of the REIT asset tests (other than certain de minimis failures), but nonetheless maintain our qualification as a REIT because other requirements are met, we will be subject to a tax equal to the greater of $50,000 or the amount determined by multiplying the net income generated by the non-qualifying assets during the period of time that the assets were held as non-qualifying assets by the highest rate of tax applicable to corporations. | |
10. With regard to our 2005 and subsequent taxable years, if we fail to satisfy certain of the requirements under the Code the failure of which would result in the loss of our REIT status, and the failure is due to reasonable cause and not willful neglect, we may be required to pay a penalty of $50,000 for each such failure in order to maintain our qualification as a REIT. | |
11. If we fail to comply with the requirements to send annual letters to our shareholders requesting information regarding the actual ownership of our shares and the failure was not due to reasonable cause or was due to willful neglect, we will be subject to a $25,000 penalty or, if the failure is intentional, a $50,000 penalty. |
(1) that is managed by one or more trustees or directors; | |
(2) that issues transferable shares or transferable certificates to evidence its beneficial ownership; | |
(3) that would be taxable as a domestic corporation, but for Sections 856 through 860 of the Code; | |
(4) that is neither a financial institution nor an insurance company within the meaning of certain provisions of the Code; | |
(5) that is beneficially owned by 100 or more persons; | |
(6) not more than 50% in value of the outstanding shares or other beneficial interest of which is owned, actually or constructively, by five or fewer individuals (as defined in the Code to include certain entities and as determined by applying certain attribution rules) during the last half of each taxable year; | |
(7) that makes an election to be a REIT for the current taxable year, or has made such an election for a previous taxable year that has not been revoked or terminated, and satisfies all relevant filing and other administrative requirements established by the IRS that must be met to elect and maintain REIT status; |
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(8) that uses a calendar year for federal income tax purposes and complies with the recordkeeping requirements of the Code and the Treasury regulations promulgated thereunder; and | |
(9) that meets other applicable tests, described below, regarding the nature of its income and assets and the amount of its distributions. |
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• | The amount of rent must not be based in whole or in part on the income or profits of any person. However, an amount we receive or accrue generally will not be excluded from the term “rents from real property” solely by reason of being based on a fixed percentage or percentages of receipts or sales; | |
• | We, or an actual or constructive owner of 10% or more of our shares, must not actually or constructively own 10% or more of the interests in the tenant, or, if the tenant is a corporation, 10% or more of the voting power or value of all classes of stock of the tenant. Rents received from such tenant that is a taxable REIT subsidiary, however, will not be excluded from the definition of “rents from real property” as a result of this condition if either (i) at least 90% of the space at the property to which the rents relate is leased to third parties, and the rents paid by the taxable REIT subsidiary are comparable to rents paid by our other tenants for comparable space or (ii) the property is a qualified lodging property and such property is operated on behalf of the taxable REIT subsidiary by a person who is an independent contractor and certain other requirements are met; | |
• | Rent attributable to personal property, leased in connection with a lease of real property, is not greater than 15% of the total rent received under the lease. If this requirement is not met, then the portion of rent attributable to personal property will not qualify as “rents from real property;” and | |
• | We generally must not provide directly impermissible tenant services to the tenants of a property, subject to a 1% de minimis exception, other than through an independent contractor from whom we derive no income or a taxable REIT subsidiary. We may, however, directly perform certain services that are “usually or customarily rendered” in connection with the rental of space for occupancy only and are not otherwise considered “rendered primarily for the convenience of the tenant” of the property. Examples of such services include the provision of light, heat, or other utilities, trash removal and general maintenance of common areas. In addition, we may provide through an independent contractor or a taxable REIT subsidiary, which may be wholly or partially owned by us, both customary and non-customary services to our tenants without causing the rent we receive from those tenants to fail to qualify as “rents from real property.” If the total amount of income we receive from providing impermissible tenant services at a property exceeds 1% of our total income from that property, then all of the income from that property will fail to qualify as “rents from real property.” Impermissible tenant service income is deemed to be at least 150% of our direct cost in providing the service. |
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• | amounts are excluded from the definition of impermissible tenant service income as a result of satisfying the 1% de minimis exception; | |
• | a taxable REIT subsidiary renders a significant amount of similar services to unrelated parties and the charges for such services are substantially comparable; | |
• | rents paid to us by tenants who are not receiving services from the taxable REIT subsidiary are substantially comparable to the rents paid by our tenants leasing comparable space who are receiving services from the taxable REIT subsidiary and the charge for the services is separately stated; or | |
• | the taxable REIT subsidiary’s gross income from the service is not less than 150% of the taxable REIT subsidiary’s direct cost of furnishing the service. |
(1) at least 75% of the value of our total assets must be represented by real estate assets, cash, cash items and government securities. For purposes of this test, real estate assets include our allocable share of real estate assets held by our operating partnership and the partnership and limited liability company subsidiaries of our operating partnership that are treated as partnership or disregarded entities for federal income tax purposes, as well as stock or debt instruments that are purchased with the proceeds of an offering of shares or a public offering of debt with a term of at least five years, but only for the one-year period beginning on the date we receive such proceeds. | |
(2) not more than 25% of our total assets may be represented by securities, other than those securities includable in the 75% asset class (e.g., securities that qualify as real estate assets and government securities); |
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(3) except for equity investments in REITs, debt or equity investments in qualified REIT subsidiaries and taxable REIT subsidiaries, and other securities that qualify as “real estate assets” for purpose of the 75% test described in clause (1): |
• | the value of any one issuer’s securities owned by us may not exceed 5% of the value of our total assets; | |
• | we may not own more than 10% of any one issuer’s outstanding voting securities; and | |
• | we may not own more than 10% of the total value of the outstanding securities of any one issuer, other than securities that qualify for the “straight debt” exception discussed below; and |
(4) not more than 20% of the value of our total assets may be represented by the securities of one or more taxable REIT subsidiaries. |
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• | 90% of our “REIT taxable income, computed without regard to the dividends paid deduction and our net capital gain; and | |
• | 90% of our after tax net income, if any, from foreclosure property; minus | |
• | the excess of the sum of certain items of non-cash income over 5% of our “REIT taxable income.” |
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• | 85% of our REIT ordinary income for such year; | |
• | 95% of our REIT capital gain net income for the year; and | |
• | any undistributed taxable income from prior taxable years. |
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(1) interests in the partnership are traded on an established securities market; or | |
(2) interests in the partnership are readily tradable on a “secondary market” or the “substantial equivalent” of a secondary market. |
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• | a citizen or resident, as defined in Section 7701(b) of the Code, of the United States; | |
• | a corporation, partnership, limited liability company or other entity treated as a corporation or partnership for United States federal income tax purposes that was created or organized in or under the laws of the United States or of any State thereof or in the District of Columbia unless, in the case of a partnership or limited liability company, Treasury regulations provide otherwise; | |
• | an estate the income of which is subject to United States federal income taxation regardless of its source; or | |
• | in general, a trust whose administration is subject to the primary supervision of a United States court and which has one or more United States persons who have the authority to control all substantial decisions of the trust. Notwithstanding the preceding sentence, to the extent provided in the Treasury regulations, certain trusts in existence on August 20, 1996, and treated as United States persons prior to this date that elect to continue to be treated as United States persons, shall also be considered U.S. shareholders. |
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(1) a 15% rate gain distribution, which would be taxable to non-corporate U.S. shareholders at a maximum rate of 15%; or | |
(2) an “unrecaptured Section 1250 gain” distribution, which would be taxable to non-corporate U.S. shareholders at a maximum rate of 25%. |
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(1) the qualified dividend income received by us during such taxable year from non-REIT “C” corporations (including our corporate subsidiaries, other than qualified REIT subsidiaries, and our taxable REIT subsidiaries); | |
(2) the excess of any “undistributed” REIT taxable income recognized during the immediately preceding year over the federal income tax paid by us with respect to such undistributed REIT taxable income; and | |
(3) the excess of any income recognized during the immediately preceding year attributable to the sale of a built-in-gain asset that was acquired in a carry-over basis transaction from a non-REIT “C” corporation over the federal income tax paid by us with respect to such built-in gain. |
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• | at least one of such trusts holds more than 25%, by value, of the interests in the REIT, or two or more of such trusts, each of which owns more than 10%, by value, of the interests in the REIT, hold in the aggregate more than 50%, by value, of the interests in the REIT; and | |
• | it would not have qualified as a REIT but for the fact that Section 856(h)(3) of the Code provides that shares owned by such trusts shall be treated, for purposes of the “not closely held” requirement, as owned by the beneficiaries of the trust, rather than by the trust itself. |
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Distributions Generally |
• | ordinary income dividends; | |
• | long-term capital gain; or | |
• | return of capital distributions. |
• | the distribution is not attributable to our net capital gain; or | |
• | the distribution is attributable to our net capital gain from the sale of “U.S. real property interests” and the non-U.S. common shareholder owns 5% or less of the value of our common shares at all times during the taxable year during which the distribution is paid. |
• | a lower treaty rate applies and the non-U.S. shareholder files an IRS Form W-8BEN evidencing eligibility for that reduced treaty rate with us; or | |
• | the non-U.S. shareholder files an IRS Form W-8ECI with us claiming that the distribution is income effectively connected with the non-U.S. shareholder’s trade or business. |
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• | the distribution is attributable to our net capital gain (other than from the sale of “U.S. real property interests”) and we timely designate the distribution as a capital gain dividend; or | |
• | the distribution is attributable to our net capital gain from the sale of “U.S. real property interests” and the non-U.S. common shareholder owns more than 5% of the value of common shares at any point during the taxable year in which the distribution is paid. |
• | the non-U.S. shareholder’s investment in our common shares is effectively connected with a U.S. trade or business of the non-U.S. shareholder, in which case the non-U.S. shareholder will be subject to the same treatment as U.S. shareholders with respect to any gain, except that a non-U.S. shareholder that is a corporation also may be subject to the 30% branch profits tax; or | |
• | the non-U.S. shareholder is a nonresident alien individual who is present in the United States for 183 days or more during the taxable year and has a “tax home” in the United States in which case the nonresident alien individual will be subject to a 30% tax on his capital gains. |
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(1) the investment in our common shares is effectively connected with the non-U.S. shareholder’s United States trade or business, in which case the non-U.S. shareholder will be subject to the same treatment as domestic shareholders with respect to any gain; | |
(2) the non-U.S. shareholder is a nonresident alien individual who is present in the United States for 183 days or more during the taxable year and has a “tax home” in the United States, in which case the nonresident alien individual will be subject to a 30% tax on the individual’s net capital gains from United States sources for the taxable year; or | |
(3) our common shares constitute a United States real property interest within the meaning of FIRPTA, as described below. |
(1) the class or series of shares sold is considered regularly traded under applicable Treasury regulations on an established securities market, such as the New York Stock Exchange; and | |
(2) the selling non-U.S. shareholder owned, actually or constructively, 5% or less in value of the outstanding class or series of shares being sold throughout the shorter of the period during which the non-U.S. shareholders held such class or series of shares or the five-year period ending on the date of the sale or exchange. |
(1) the payee fails to furnish a taxpayer identification number, or TIN, to the payer or to establish an exemption from backup withholding; | |
(2) the IRS notifies the payer that the TIN furnished by the payee is incorrect; | |
(3) there has been a notified payee under-reporting with respect to interest, dividends or original issue discount described in Section 3406(c) of the Code; or | |
(4) there has been a failure of the payee to certify under the penalty of perjury that the payee is not subject to backup withholding under the Code. |
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Number of | |||||
Underwriters | Shares | ||||
Lehman Brothers Inc. | |||||
Citigroup Global Markets Inc. | |||||
Wachovia Capital Markets, LLC | |||||
A.G. Edwards & Sons, Inc. | |||||
Raymond James & Associates, Inc. | |||||
Banc of America Securities LLC | |||||
KeyBanc Capital Markets, a division of McDonald Investments Inc. | |||||
Harris Nesbitt Corp. | |||||
Total | 15,000,000 | ||||
• | the obligation to purchase all of the common shares offered hereby, if any of the shares are purchased; | |
• | the representations and warranties made by us to the underwriters are true; | |
• | there is no material change in the financial markets; and | |
• | we deliver customary closing documents to the underwriters. |
No Exercise | Full Exercise | |||||||
Per share | $ | $ | ||||||
Total | $ | $ |
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• | during the last 17 days of the 90-day restricted period we issue an earnings release or announce material news or a material event; or | |
• | prior to the expiration of the 90-day restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the 90-day period; |
• | Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. | |
• | A short position involves a sale by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase in the offering, which creates the syndicate short position. This short position may be either a covered short position or a naked short position. In a covered short position, the number of shares involved in the sales made by the underwriters in excess of the number of shares they are obligated to purchase is not greater than the number of shares that they may purchase by exercising their option to purchase additional shares. In a naked short position, the number of shares involved is greater than the number of shares in their option to purchase additional shares. The underwriters may close out any short position by either exercising their option to purchase additional shares and/or purchasing shares in the open market. In determining the source of shares to |
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close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through their option to purchase additional shares. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering. | ||
• | Syndicate covering transactions involve purchases of the common shares in the open market after the distribution has been completed in order to cover syndicate short positions. | |
• | Penalty bids permit the representative to reclaim a selling concession from a syndicate member when the common shares originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions. |
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157
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158
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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION OF U-STORE-IT TRUST AND SUBSIDIARIES (THE “COMPANY”): | ||||
F-3 | ||||
F-4 | ||||
F-5 | ||||
F-8 | ||||
F-9 | ||||
F-13 | ||||
F-14 | ||||
UNAUDITED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS OF THE COMPANY AND ACQUIPORT/ AMSDELL (THE “PREDECESSOR”): | ||||
F-22 | ||||
F-23 | ||||
F-24 | ||||
F-25 | ||||
F-26 | ||||
CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS OF THE COMPANY AND THE PREDECESSOR: | ||||
F-36 | ||||
F-37 | ||||
F-38 | ||||
F-39 | ||||
F-40 | ||||
F-42 | ||||
F-61 | ||||
NATIONAL SELF STORAGE OPERATING ENTITIES | ||||
F-67 | ||||
F-68 |
F-1
Table of Contents
F-69 | ||||
LIBERTY SELF-STOR, INC. AND SUBSIDIARY — SELECTED FACILITIES | ||||
F-70 | ||||
F-71 | ||||
F-72 | ||||
FORD STORAGE | ||||
F-74 | ||||
F-75 | ||||
F-76 | ||||
A-1 STORAGE | ||||
F-77 | ||||
F-78 | ||||
F-79 | ||||
RISING TIDE COMBINED PROPERTIES | ||||
F-80 | ||||
F-81 | ||||
F-82 | ||||
CLIFTON STORAGE | ||||
F-83 | ||||
F-84 | ||||
F-85 | ||||
TEXAS STORAGE PORTFOLIO | ||||
F-86 | ||||
F-87 | ||||
F-88 |
F-2
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F-3
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Offering and Related Transactions | |||||||||||||||||||||||||||||
Completed | |||||||||||||||||||||||||||||
and Pending | Completed | Common | Pending | ||||||||||||||||||||||||||
Financing | Facility | Stock | Debt | Facility | U-Store-It | ||||||||||||||||||||||||
Historical | Transactions | Acquisitions | Offering | Repayment | Acquisitions | Trust | |||||||||||||||||||||||
(1) | (2) | (3) | (4) | (5) | (6) | Pro Forma | |||||||||||||||||||||||
ASSETS | |||||||||||||||||||||||||||||
Storage facilities — net | $ | 847,539 | $ | 303,012 | (iii) | $ | 82,828 | $ | 1,233,379 | ||||||||||||||||||||
Cash | 5,808 | $ | 167,424 | (i) | (71,700 | )(i) | $ | 283,714 | $ | (160,248 | )(i) | (70,037 | ) | 154,961 | |||||||||||||||
Restricted cash | 14,090 | 14,090 | |||||||||||||||||||||||||||
Loan procurement costs — net | 6,932 | 2,576 | (ii) | 9,508 | |||||||||||||||||||||||||
Other assets | 5,244 | 98 | (iii) | 5,342 | |||||||||||||||||||||||||
TOTAL | $ | 879,613 | $ | 170,000 | $ | 231,410 | $ | 283,714 | $ | (160,248 | ) | $ | 12,791 | $ | 1,417,280 | ||||||||||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||||||||||||||||||||
LIABILITIES | |||||||||||||||||||||||||||||
Loans payable | $ | 489,372 | $ | 170,000 | (iii) | $ | 169,542 | (ii) | $ | (160,248 | )(ii) | $ | 12,791 | $ | 681,457 | ||||||||||||||
Capital lease obligations | 90 | 90 | |||||||||||||||||||||||||||
Accounts payable and accrued expenses | 12,234 | 95 | (ii) | 12,329 | |||||||||||||||||||||||||
Distributions payable | 10,457 | 10,457 | |||||||||||||||||||||||||||
Rents received in advance | 6,917 | 195 | (ii) | 7,112 | |||||||||||||||||||||||||
Security deposits | 609 | 78 | (ii) | 687 | |||||||||||||||||||||||||
Total liabilities | 519,679 | 170,000 | 169,910 | 0 | (160,248 | ) | 12,791 | 712,132 | |||||||||||||||||||||
MINORITY INTEREST | 17,275 | 0 | 46,329 | (iv) | 0 | 0 | 0 | 63,604 | |||||||||||||||||||||
SHAREHOLDERS’ EQUITY: | |||||||||||||||||||||||||||||
Common shares | 373 | $ | 150 | 523 | |||||||||||||||||||||||||
Additional paid-in-capital | 396,932 | 15,171 | (iv) | 283,564 | 695,667 | ||||||||||||||||||||||||
Unearned share grant compensation | (82 | ) | (82 | ) | |||||||||||||||||||||||||
Accumulated deficit | (54,564 | ) | (54,564 | ) | |||||||||||||||||||||||||
Total shareholders’ equity | 342,659 | 0 | 15,171 | 283,714 | 0 | 0 | 641,544 | ||||||||||||||||||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 879,613 | $ | 170,000 | $ | 231,410 | $ | 283,714 | $ | (160,248 | ) | $ | 12,791 | $ | 1,417,280 | ||||||||||||||
F-4
Table of Contents
(1) | Reflects the historical combined balance sheet of U-Store-It Trust as of June 30, 2005 (Unaudited). |
(2) | Reflects financing transactions which U-Store-It Trust completed subsequent to June 30, 2005 and a currently pending financing transaction. Proceeds from the completed mortgage loans were primarily used to fund acquisitions completed subsequent to June 30, 2005, including the acquisition of self-storage facilities from National Self Storage in July 2005 and two individual facilities in New Jersey in July 2005. The remaining amounts were and will be used to repay borrowings under our revolving credit facility. |
(i) | Reflects net cash provided by completed and pending financing transactions: |
Multi-facility 5.13% fixed rate mortgage due 2012 | $ | 80,000 | ||
Multi-facility 4.96% fixed rate mortgage due 2012 | 80,000 | |||
Multi-facility 5.98% fixed rate mortgage due 2015 | 75,000 | (a) | ||
Less cash paid for new loan procurement costs | (2,576 | ) | ||
Less repayment of revolving credit facility | (65,000 | ) | ||
Net cash received as part of financing transactions | $ | 167,424 | ||
(ii) | Represents adjustments to loan procurement costs from the completed and pending financing transactions: |
Multi-facility 5.13% fixed rate mortgage due 2012 | $ | 1,158 | ||
Multi-facility 4.96% fixed rate mortgage due 2012 | 1,018 | |||
Multi-facility 5.98% fixed rate mortgage due 2015 | 400 | (a) | ||
Adjustments to loan procurement costs from completed and pending financing transactions | $ | 2,576 | ||
(iii) | As part of the completed and pending financing transactions, we will increase total debt by: |
Multi-facility 5.13% fixed rate mortgage due 2012 | $ | 80,000 | ||
Multi-facility 4.96% fixed rate mortgage due 2012 | 80,000 | |||
Multi-facility 5.98% fixed rate mortgage due 2015 | 75,000 | (a) | ||
Less repayment of revolving credit facility | (65,000 | ) | ||
Net increase in debt | $ | 170,000 | ||
(a) | We expect to enter into a multi-facility fixed rate mortgage loan in October 2005 in the amount of up to $75,000, which loan will bear interest at 5.98% and mature in October 2015. We assumed the obligation to enter into this loan in connection with the National Self Storage acquisition. |
F-5
Table of Contents
(3) | Represents the adjustments related to the acquisition of 88 self-storage facilities. These acquisitions were completed from July 1, 2005 through the date hereof. The aggregate acquisition cost for the facilities was $303,110. |
Paid from cash on hand | $ | 71,700 | (i) | ||||||
Fair value of debt and other net liabilities assumed | 169,910 | (ii) | |||||||
Operating partnership units granted at fair value | 61,500 | ||||||||
Aggregate acquisition cost | $ | 303,110 | |||||||
(i) Reflects cash on hand used for the purchase of the facilities | $ | (71,700 | ) | ||||||
(ii) | As part of the completed facility transactions, total debt and other liabilities increased by: |
Borrowing under the revolving credit facility | $ | 86,537 | |||
Debt assumed between July 1, 2005 and July 31, 2005 related to National Self Storage acquisition: | |||||
Mortgage loans collateralized by certain facilities of National Self Storage due from 2007 to 2014, effective interest rates ranging from 5.00% to 5.59% per annum | 42,794 | (a) | |||
Mortgage loans collateralized by certain facilities of National Self Storage due 2006, stated interest rate 8.02% per annum | 40,211 | ||||
Total debt | 169,542 | ||||
Other liabilities assumed: | |||||
Accounts payable and accrued expenses | 95 | ||||
Rents received in advance | 195 | ||||
Security deposits | 78 | ||||
368 | |||||
Total debt and other net liabilities | $ | 169,910 | |||
(iii) | The allocation of the aggregate acquisition cost to the assets acquired is as follows: |
Storage facilities | $ | 303,012 | ||
Other assets assumed | 98 | |||
Total assets acquired | $ | 303,110 | ||
(iv) | Reflects the adjustment to minority interest as a result of capital transactions executed during 2005: |
Operating partnership units granted at fair value | $ | 61,500 | ||
Dilution adjustment | (15,171 | )(b) | ||
Minority interest | $ | 46,329 | ||
(a) | Includes $2,300 mark to market adjustment. |
(b) | Amount represents the dilution adjustment resulting from the issuance of operating partnership units during 2005. |
F-6
Table of Contents
(4) | Reflects the sale of 15,000,000 U-Store-It Trust common shares for $20.00 per share in this offering: |
Assets | |||||
Cash | $ | 283,714 | (a) | ||
Liabilities and Shareholders’ Equity: | |||||
Common shares | $ | 150 | |||
Additional paid-in-capital | 283,564 | ||||
Total liabilities and shareholders’ equity | $ | 283,714 | |||
(a) | Amount reflects the estimated net cash proceeds from the offering: |
Gross offering proceeds | $ | 300,000 | ||
Less: Underwriting discount | (15,000 | ) | ||
Less: Other transaction expenses | (1,286 | ) | ||
Net cash proceeds | $ | 283,714 | ||
(5) | Reflects the repayment of debt from proceeds of this offering: |
(i) Reflects cash used for the repayment of debt | $ | (160,248 | ) | ||
(ii) Reflects repayment of debt: | |||||
Repayment of revolving credit facility | $ | (120,037 | ) | ||
Repayment of mortgage loans collateralized by certain facilities of National Self Storage due 2006, stated interest rate 8.02% per annum. | (40,211 | ) | |||
$ | (160,248 | ) | |||
(6) | Represents the adjustments related to the pending acquisition of 17 self-storage facilities. |
Paid from cash proceeds of this offering | $ | 70,037 | ||
Fair value of debt assumed | 12,791 | (a) | ||
Total acquisition cost | $ | 82,828 | ||
(a) | Includes $400 mark to market adjustment. |
F-7
Table of Contents
Offering and Related | ||||||||||||||||||||||||||||||||||
Transactions | ||||||||||||||||||||||||||||||||||
Completed | ||||||||||||||||||||||||||||||||||
and Pending | Completed | Pending | ||||||||||||||||||||||||||||||||
Financing | Facility | Common | Debt | Facility | Other | U-Store-It | ||||||||||||||||||||||||||||
Historical | Transactions | Acquisitions | Stock | Repayment | Acquisitions | Adjustments | Trust | |||||||||||||||||||||||||||
(7) | (8) | (9) | Offering | (10) | (11) | (12) | Pro Forma | |||||||||||||||||||||||||||
REVENUES: | ||||||||||||||||||||||||||||||||||
Rental income | $ | 59,077 | $ | 20,039 | $ | 2,613 | $ | 81,729 | ||||||||||||||||||||||||||
Other property related income | 4,422 | 976 | 85 | 5,483 | ||||||||||||||||||||||||||||||
Total revenues | 63,499 | 0 | 21,015 | 0 | 0 | 2,698 | 0 | 87,212 | ||||||||||||||||||||||||||
OPERATING EXPENSES: | ||||||||||||||||||||||||||||||||||
Property operating expenses | 22,810 | 8,535 | 992 | 32,337 | ||||||||||||||||||||||||||||||
Depreciation | 16,765 | 6,784 | 1,558 | 25,107 | ||||||||||||||||||||||||||||||
General and administrative | 6,254 | 199 | 28 | 6,481 | ||||||||||||||||||||||||||||||
Total operating expenses | 45,829 | 0 | 15,518 | 0 | 0 | 2,578 | 0 | 63,925 | ||||||||||||||||||||||||||
OPERATING INCOME | 17,670 | 0 | 5,497 | 0 | 0 | 120 | 0 | 23,287 | ||||||||||||||||||||||||||
OTHER EXPENSE: | ||||||||||||||||||||||||||||||||||
Interest expense | 12,949 | $ | 5,447 | (i) | 4,939 | $ | (4,156 | ) | 358 | 19,537 | ||||||||||||||||||||||||
Loan procurement amortization and other expense | 744 | 176 | (ii) | 920 | ||||||||||||||||||||||||||||||
Total other expense | 13,693 | 5,623 | 4,939 | 0 | (4,156 | ) | 358 | 0 | 20,457 | |||||||||||||||||||||||||
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE MINORITY INTEREST | 3,977 | (5,623 | ) | 558 | 0 | 4,156 | (238 | ) | 2,830 | |||||||||||||||||||||||||
Minority interest | (156 | ) | $ | (99 | ) | (255 | ) | |||||||||||||||||||||||||||
INCOME (LOSS) FROM CONTINUING OPERATIONS | $ | 3,821 | $ | (5,623 | ) | $ | 558 | $ | 0 | $ | 4,156 | $ | (238 | ) | $ | (99 | ) | $ | 2,575 | |||||||||||||||
Earnings per share: | ||||||||||||||||||||||||||||||||||
Basic earnings per share | $ | 0.10 | $ | 0.05 | ||||||||||||||||||||||||||||||
Diluted earnings per share | $ | 0.10 | $ | 0.05 | ||||||||||||||||||||||||||||||
Weighted average share information: | ||||||||||||||||||||||||||||||||||
Basic shares outstanding | 37,477,920 | 52,477,920 | ||||||||||||||||||||||||||||||||
Diluted shares outstanding | 37,501,575 | 52,501,575 |
F-8
Table of Contents
(7) | Reflects the historical consolidated statement of income of U-Store-It Trust for the six months ended June 30, 2005 (unaudited). |
(8) | Adjustments relate to the interest expense and loan procurement amortization expense related to the completed and pending financing transactions subsequent to June 30, 2005. |
(i) | Reflects net increase in interest expense as a result of completed and pending financing transactions: |
Multi-facility 5.13% fixed rate mortgage due 2012 | $ | 2,024 | ||
Multi-facility 4.96% fixed rate mortgage due 2012 | 1,957 | |||
Multi-facility 5.98% fixed rate mortgage due 2015 | 2,212 | (a) | ||
Less repayment of revolving credit facility | (746 | ) | ||
Net increase in interest expense | $ | 5,447 | ||
(ii) | Represents adjustments to loan procurement expense related to the completed and pending financing transactions: |
Multi-facility 5.13% fixed rate mortgage due 2012 | $ | 83 | ||
Multi-facility 4.96% fixed rate mortgage due 2012 | 73 | |||
Multi-facility 5.98% fixed rate mortgage due 2015 | 20 | (a) | ||
$ | 176 | |||
(a) | We expect to enter into a multi-facility fixed rate mortgage loan in October 2005 in the amount of up to $75,000, which loan will bear interest at 5.98% and mature in October 2015. We assumed the obligation to enter into this loan in connection with the National Self Storage acquisition. |
F-9
Table of Contents
(9) | Represents the results of operations which will be reflected in our operating partnership as a result of the acquisition of 123 storage facilities. These acquisitions were completed from January 1, 2005 through the date hereof. For facilities acquired prior to June 30, 2005, the following results of operations only include amounts not already included in historical results of operations. |
A-1 | Frisco | A-1 | National | Elizabeth & | Total Completed | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ford | Self | Option | Liberty | I & II, | Ocoee, | Self | Extra | Self | Tempe, | Clifton, | Hoboken, | Miami, | Pensacola, | Facility | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Storage | Storage | Facilities | Self-Stor(d) | TX | FL | Storage | Closet | Storage | AZ | NJ | NJ | Colorado | FL | FL | Texas | Adjustments | Acquisitions | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
TOTAL FACILITIES | 5 | 4 | 3 | 17 | 2 | 1 | 1 | 2 | 70 | 1 | 1 | 2 | 7 | 2 | 1 | 4 | 123 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
REVENUES: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Rental income | $ | 305 | $ | 446 | $ | 256 | $ | 1,200 | $ | 362 | $ | 170 | $ | 277 | $ | 308 | $ | 12,103 | $ | 178 | $ | 793 | $ | 520 | $ | 1,190 | $ | 770 | $ | 389 | $ | 772 | $ | 20,039 | ||||||||||||||||||||||||||||||||||||||||
Other property related income | 16 | 10 | 31 | 19 | 9 | 8 | 620 | 12 | 38 | 92 | 48 | 5 | 9 | 59 | 976 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total revenues | 305 | 462 | 266 | 1,231 | 362 | 189 | 286 | 316 | 12,723 | 190 | 831 | 612 | 1,238 | 775 | 398 | 831 | 0 | 21,015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OPERATING EXPENSES: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property operating expenses | 148 | 148 | 90 | 480 | 43 | 65 | 118 | 214 | 4,835 | 81 | 310 | 312 | 553 | 369 | 102 | 405 | $ | 262 | (b) | 8,535 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Depreciation | 6,784 | (a) | 6,784 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
General and administrative/ management fees to related party | 18 | 12 | 17 | 11 | 15 | 671 | 35 | 39 | 62 | 83 | 23 | 27 | (814 | )(b) | 199 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total operating expenses | 166 | 160 | 107 | 480 | 43 | 76 | 133 | 214 | 5,506 | 81 | 345 | 351 | 615 | 452 | 125 | 432 | 6,232 | 15,518 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OPERATING INCOME | 139 | 302 | 159 | 751 | 319 | 113 | 153 | 102 | 7,217 | 109 | 486 | 261 | 623 | 323 | 273 | 399 | (6,232 | ) | 5,497 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER EXPENSE: | �� | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense | 4,939 | (c) | 4,939 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loan procurement amortization expense | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total other expense | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 4,939 | 4,939 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE MINORITY INTEREST | 139 | 302 | 159 | 751 | 319 | 113 | 153 | 102 | 7,217 | 109 | 486 | 261 | 623 | 323 | 273 | 399 | (11,171 | ) | 558 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Minority interest | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
INCOME (LOSS) FROM CONTINUING OPERATIONS | $ | 139 | $ | 302 | $ | 159 | $ | 751 | $ | 319 | $ | 113 | $ | 153 | $ | 102 | $ | 7,217 | $ | 109 | $ | 486 | $ | 261 | $ | 623 | $ | 323 | $ | 273 | $ | 399 | $ | (11,171 | ) | $ | 558 | |||||||||||||||||||||||||||||||||||||
(a) | Depreciation expense adjustment includes depreciation calculated on a straight line basis over the estimated useful lives ranging between 5-39 years on assets acquired in 2005 of: |
Amount of storage facility acquisitions closed as of June 30, 2005 | $134,711 | |||
Amount of storage facility acquisitions closed from July 1, 2005 to the date hereof | 303,012 | |||
$437,723 | , with $324,927 allocated to buildings and $112,796 allocated to land. | |||
F-10
Table of Contents
Depreciation expense for acquisitions made prior to June 30, 2005 was only adjusted for depreciation expense not already reflected in the historical financial statements. |
(b) | Management fees of $1,013 are eliminated as these represent fees paid to an unaffiliated management company that will no longer be incurred. Additional costs of $461 are anticipated to be incurred to manage the new facilities purchased. Adjustment reflects net difference between these expenses. |
(c) | Represents additional interest expense from debt assumed in connection with completed facility transactions: |
Additional interest on loan assumed between January 1, 2005 and June 30, 2005: |
Mortgage loan collateralized by Frisco II, TX facility, due 2014, effective interest rate of 5.25% per annum | $ | 58 |
Interest for the six months ended June 30, 2005 on loans assumed between July 1, 2005 and September 27, 2005: |
Mortgage loans collateralized by certain facilities of National Self Storage due from 2007 to 2014, effective interest rates ranging from 5.00% to 5.59% per annum | 1,097 | |||
Mortgage loans collateralized by certain facilities of National Self Storage due 2006, stated interest rate 8.02% per annum | 1,612 | |||
Interest from borrowings under our revolving credit facility related to acquisitions completed subsequent to June 30, 2005 | 2,172 | |||
Total increase in interest expense | $ | 4,939 | ||
(d) | Results of operations exclude one facility which was sold in the second quarter of 2005. |
(10) | Adjustments relate to the reduction of interest expense as a result of debt repayments from proceeds of the offering: |
Repayment of revolving credit facility | $ | (2,544 | ) | |
Repayment of mortgage loans collateralized by certain facilities of National Self Storage due 2006, stated interest rate 8.02% per annum | (1,612 | ) | ||
$ | (4,156 | ) | ||
F-11
Table of Contents
(11) | Represents the following results of operations which will be reflected in our operating partnership as a result of the pending acquisition of 17 storage facilities. |
Total | ||||||||||||||||||||||
Pending | ||||||||||||||||||||||
Dallas, | Jacksonville, | Facility | ||||||||||||||||||||
Texas | TX | FL | Adjustments | Acquisitions | ||||||||||||||||||
TOTAL FACILITIES | 8 | (d) | 8 | 1 | (e) | 17 | ||||||||||||||||
REVENUES: | ||||||||||||||||||||||
Rental income | $ | 955 | $ | 1,658 | $ | 2,613 | ||||||||||||||||
Other property related income | 85 | 85 | ||||||||||||||||||||
Total revenues | 1,040 | 1,658 | 0 | 0 | 2,698 | |||||||||||||||||
OPERATING EXPENSES: | ||||||||||||||||||||||
Property operating expenses | 702 | 254 | $ | 36 | (b) | 992 | ||||||||||||||||
Depreciation | 1,558 | (a) | 1,558 | |||||||||||||||||||
General and administrative | 41 | (13 | )(b) | 28 | ||||||||||||||||||
Total operating expenses | 743 | 254 | 0 | 1,581 | 2,578 | |||||||||||||||||
OPERATING INCOME (EXPENSE) | 297 | 1,404 | 0 | (1,581 | ) | 120 | ||||||||||||||||
OTHER EXPENSE: | ||||||||||||||||||||||
Interest expense | 358 | (c) | 358 | |||||||||||||||||||
Loan procurement amortization expense | ||||||||||||||||||||||
Total other expense | 0 | 0 | 0 | 358 | 358 | |||||||||||||||||
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE MINORITY INTEREST | 297 | 1,404 | 0 | (1,939 | ) | (238 | ) | |||||||||||||||
Minority interest | ||||||||||||||||||||||
INCOME (LOSS) FROM CONTINUING OPERATIONS | $ | 297 | $ | 1,404 | $ | 0 | $ | (1,939 | ) | $ | (238 | ) | ||||||||||
(a) | Depreciation expense adjustment includes depreciation calculated on a straight line basis over the estimated useful lives ranging between 5-39 years on assets acquired of $82,828, with $61,484 allocated to buildings and $21,344 allocated to land. |
(b) | Management fees of $41 are eliminated as these represent fees paid to an unaffiliated management company that will no longer be incurred. Additional costs of $64 are anticipated to be incurred to manage the new facilities purchased. Adjustment reflects net difference between these expenses. |
(c) | Adjustment represents interest expense relating to assumed mortgages secured by five of the facilities. |
(d) | Includes one facility currently under construction. |
(e) | The Jacksonville, FL facility is not scheduled to open before December 2005. |
(12) | Reflects the allocation of income to minority interest holders (approximately 9.02%). |
F-12
Table of Contents
Offering and Related Transactions | ||||||||||||||||||||||||||||||||||||||
Completed | ||||||||||||||||||||||||||||||||||||||
IPO and | and Pending | Completed | Pending | |||||||||||||||||||||||||||||||||||
Related | Financing | Facility | Common | Debt | Facility | Other | ||||||||||||||||||||||||||||||||
Historical | Transactions | Transactions | Acquisitions | Stock | Repayment | Acquisitions | Adjustments | U-Store-It Trust | ||||||||||||||||||||||||||||||
(13) | (14) | (15) | (16) | Offering | (17) | (18) | (19) | Pro Forma | ||||||||||||||||||||||||||||||
REVENUES: | ||||||||||||||||||||||||||||||||||||||
Rental income | $ | 86,945 | $ | 68,085 | $ | 3,847 | $ | 158,877 | ||||||||||||||||||||||||||||||
Other property related income | 4,663 | $ | 1,912 | 3,792 | 110 | 10,477 | ||||||||||||||||||||||||||||||||
Total revenues | 91,608 | 1,912 | 0 | 71,877 | 0 | 0 | 3,957 | 0 | 169,354 | |||||||||||||||||||||||||||||
OPERATING EXPENSES: | ||||||||||||||||||||||||||||||||||||||
Property operating expenses | 35,666 | 1,520 | 28,153 | 1,778 | 67,117 | |||||||||||||||||||||||||||||||||
Depreciation | 22,328 | 1,062 | 24,508 | 3,159 | 51,057 | |||||||||||||||||||||||||||||||||
Management fees to related party/ general and administrative | 7,943 | 4,037 | 543 | 55 | 12,578 | |||||||||||||||||||||||||||||||||
Total operating expenses | 65,937 | 6,619 | 0 | 53,204 | 0 | 0 | 4,992 | 0 | 130,752 | |||||||||||||||||||||||||||||
OPERATING INCOME (EXPENSE) | 25,671 | (4,707 | ) | 0 | 18,673 | 0 | 0 | (1,035 | ) | 0 | 38,602 | |||||||||||||||||||||||||||
OTHER EXPENSE: | ||||||||||||||||||||||||||||||||||||||
Interest expense | 23,813 | 65 | $ | 12,557 | (i) | 10,331 | $ | (7,541 | ) | 715 | 39,940 | |||||||||||||||||||||||||||
Loan procurement amortization expense and other | 5,939 | (5,152 | ) | 352 | (ii) | 1,139 | ||||||||||||||||||||||||||||||||
Early extinguishment of debt | 7,012 | (7,012 | ) | |||||||||||||||||||||||||||||||||||
Costs incurred to acquire management company | 22,152 | 22,152 | ||||||||||||||||||||||||||||||||||||
Total other expense | 58,916 | (12,099 | ) | 12,909 | 10,331 | 0 | (7,541 | ) | 715 | 0 | 63,231 | |||||||||||||||||||||||||||
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE MINORITY INTEREST | (33,245 | ) | 7,392 | (12,909 | ) | 8,342 | 0 | 7,541 | (1,750 | ) | 0 | (24,629 | ) | |||||||||||||||||||||||||
Minority interest | 898 | $ | 1,324 | 2,222 | ||||||||||||||||||||||||||||||||||
INCOME (LOSS) FROM CONTINUING OPERATIONS | $ | (32,347 | ) | $ | 7,392 | $ | (12,909 | ) | $ | 8,342 | $ | 0 | $ | 7,541 | $ | (1,750 | ) | $ | 1,324 | $ | (22,407 | ) | ||||||||||||||||
Earnings (Loss) per share: | ||||||||||||||||||||||||||||||||||||||
Basic earnings per share | $ | (0.43 | ) | |||||||||||||||||||||||||||||||||||
Diluted earnings per share | $ | (0.43 | ) | |||||||||||||||||||||||||||||||||||
Weighted average share information: | ||||||||||||||||||||||||||||||||||||||
Basic shares outstanding | 52,477,920 | |||||||||||||||||||||||||||||||||||||
Diluted shares outstanding | 52,477,920 |
F-13
Table of Contents
(13) | Reflects the historical consolidated statement of income of U-Store-It Trust from October 21, 2004 to December 31, 2004 and historical consolidated and combined operating results for the Predecessor from January 1, 2004 to October 20, 2004. The operating results for the year ended December 31, 2004 are not comparable to future expected operating results of U-Store-It Trust since they include various IPO-related charges. |
(14) | Reflects the impact of our IPO and related transactions: |
IPO | IPO | |||||||||||||||||||||
Formation | Offering | Financing | Other | IPO and | ||||||||||||||||||
Transactions | Transactions | Transactions | Adjustments | Related | ||||||||||||||||||
(a) | (b) | (c) | (d) | Transactions | ||||||||||||||||||
REVENUES: | ||||||||||||||||||||||
Rental income | ||||||||||||||||||||||
Other property related income | $ | 1,912 | $ | 1,912 | ||||||||||||||||||
Total revenues | 0 | 1,912 | 0 | 0 | 1,912 | |||||||||||||||||
OPERATING EXPENSES: | ||||||||||||||||||||||
Property operating expenses | 1,520 | 1,520 | ||||||||||||||||||||
Depreciation | $ | 1,062 | 1,062 | |||||||||||||||||||
Management fees to related party/ general and administrative | 1,510 | $ | 2,527 | 4,037 | ||||||||||||||||||
Total operating expenses | 1,062 | 3,030 | 2,527 | 6,619 | ||||||||||||||||||
OPERATING INCOME (EXPENSE) | (1,062 | ) | (1,118 | ) | 0 | (2,527 | ) | (4,707 | ) | |||||||||||||
OTHER EXPENSE: | ||||||||||||||||||||||
Interest expense | 3,868 | $ | (3,803 | ) | 65 | |||||||||||||||||
Loan procurement amortization expense and other | 3,482 | (8,634 | ) | (5,152 | ) | |||||||||||||||||
Early extinguishment of debt | (7,012 | ) | (7,012 | ) | ||||||||||||||||||
Costs incurred to acquire management company | ||||||||||||||||||||||
Total other expense | 7,350 | 0 | (12,437 | ) | (7,012 | ) | (12,099 | ) | ||||||||||||||
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE MINORITY INTEREST | (8,412 | ) | (1,118 | ) | 12,437 | 4,485 | 7,392 | |||||||||||||||
Minority interest | ||||||||||||||||||||||
INCOME (LOSS) FROM CONTINUING OPERATIONS | $ | (8,412 | ) | $ | (1,118 | ) | $ | 12,437 | $ | 4,485 | $ | 7,392 | ||||||||||
(a) | The following table summarizes the pro forma impact of certain transactions that occurred on May 4, 2004 assuming that they occurred on January 1, 2004, as a result of the purchase of the interests in Acquiport/ Amsdell I Limited Partnership from the Common Retirement Fund of the State of New York (the “Fund”) and the Square Foot Companies, LLC (“Square Foot”), a company owned by our President and Chief Financial Officer. |
Purchase of the Fund’s | Repayment of | Total IPO | ||||||||||||||
Lehman Brothers | and Square Foot’s | Revolving Line | Formation | |||||||||||||
Term Loan (1) | Ownership Interest (2) | of Credit (3) | Transactions | |||||||||||||
Depreciation expense | $ | 1,062 | $ | 1,062 | ||||||||||||
Interest expense | $ | 5,744 | $ | (1,876 | ) | $ | 3,868 | |||||||||
Loan procurement cost amortization | $ | 3,744 | $ | (262 | ) | $ | 3,482 | |||||||||
F-14
Table of Contents
(1) | Interest expense associated with the term loan from an affiliate of Lehman Brothers, with an average interest rate of 4.13%. Adjustment reflects interest expense of approximately $8,743, net of the portion of the interest expense, $2,999, which was included in the historical Acquiport/ Amsdell Predecessor financial statements. The loan procurement cost adjustment reflects amortized loan procurement costs of approximately $5,615, net of the portion of the costs, $1,871, that was included in the historical Acquiport/Amsdell Predecessor amounts. The total loan procurement costs incurred of $11,231 are amortized over a 12 month period. | |
(2) | Adjustments relate to the depreciation associated with the step-up in basis of depreciable assets associated with the purchase of the Fund’s and Square Foot’s ownership interests, net of the amount included in the historical Acquiport/ Amsdell Predecessor financial statements. | |
(3) | Adjustment relates to the elimination of interest expense relating to the revolving line of credit in 2004, which was repaid with proceeds from the new term loan from an affiliate of Lehman Brothers on May 4, 2004, and the amortization associated with the revolving credit facility loan procurement costs. |
(b) | Adjustments relate to the purchase of U-Store-It Mini Warehouse Co. concurrent with the closing of our IPO. |
Amount represents adjustment to ancillary revenues from the purchase of U-Store-It Mini Warehouse Co: | $ | 1,912 | (1) | ||
Amount represents adjustment to property operating expenses from the purchase of U-Store-It Mini Warehouse Co: | |||||
Cost of goods sold | $ | 1,279 | (2) | ||
Provision for income taxes | 241 | (3) | |||
$ | 1,520 | ||||
Amount represents adjustments to management fees to related party/general and administrative expense from the purchase of U-Store-It Mini Warehouse Co: | |||||
Management fees | $ | (3,689 | )(4) | ||
Employee compensation | 2,448 | (5) | |||
General and administrative | 2,751 | (6) | |||
$ | 1,510 | ||||
(1) | Ancillary revenue was historically revenue of U-Store-It Mini Warehouse Co. as stipulated in the management agreement between U-Store-It Mini Warehouse Co. and Acquiport/ Amsdell I Limited Partnership. Following the termination of the management contracts, this income was earned by our operating partnership. | |
(2) | Represents the cost of goods sold associated with the ancillary revenue. | |
(3) | Amount relates to the estimated tax at 38% on net ancillary income earned at our taxable REIT subsidiary. | |
(4) | Amount represents the elimination of management fees paid to U-Store-It Mini Warehouse Co. | |
(5) | Amount represents the payroll and fringe benefit costs associated with the employees who became employees of the operating partnership in connection with the purchase of U-Store-It Mini Warehouse Co. |
F-15
Table of Contents
(6) | Amount represents the general and administrative overhead charges associated with the U-Store-It Mini Warehouse Co.’s headquarters. |
(c) | Adjustments relate to the interest expense and loan procurement amortization expense related to incurrence of new senior mortgage debt in October 2004: |
Interest expense adjustment: | |||||
Interest expense on senior 5.09% fixed rate mortgage due 2009 | $ | 3,788 | |||
Interest expense on senior 5.19% fixed rate mortgage due 2010 | 3,863 | ||||
Interest expense on senior 5.33% fixed rate mortgage due 2011 | 3,967 | ||||
Less interest expense on loans repaid in the financing transactions: | |||||
Mortgage loan collateralized by the Lakewood, OH facility, due April 2009, stated interest rate of 7.00% per annum | (119 | ) | |||
Mortgage loan collateralized by the Lake Worth, FL facility, due August 2004, stated interest rate of 3.15% per annum | (263 | ) | |||
Mortgage loan collateralized by the Lake Worth, FL facility, due December 2004, stated interest rate of 3.15% per annum | (51 | ) | |||
Mortgage loan collateralized by the Vero Beach I, FL facility, due December 2006, stated interest rate of 3.59% per annum | (22 | ) | |||
Mortgage loan collateralized by the San Bernardino IV, CA facility, due April 2006, stated interest rate of 9.35% per annum | (89 | ) | |||
Mortgage loan collateralized by the Boca Raton, FL facility, due September 2009, stated interest rate of 7.55% per annum | (127 | ) | |||
Mortgage loan collateralized by the Lancaster, CA facility, due May 2008, stated interest rate of 7.38% per annum | (65 | ) | |||
Mortgage loan collateralized by the Vista, CA facility, due February 2008, stated interest rate of 7.51% per annum | (127 | ) | |||
Note payable to related parties, due December 2004, average interest rate of 6.10% per annum | (56 | ) | |||
Term loan provided by an affiliate of Lehman Brothers, due May 2005, average interest rate of 4.21% per annum | (14,361 | ) | |||
Elimination of income statement effect of interest rate swap on a mortgage secured by the Lake Worth, FL facility, due August 2004 | (141 | ) | |||
Net decrease in interest expense | $ | (3,803 | ) | ||
F-16
Table of Contents
Loan procurement amortization expense adjustment: | |||||
Senior 5.09% fixed rate mortgage due 2009 | $ | 74 | |||
Senior 5.19% fixed rate mortgage due 2010 | 68 | ||||
Senior 5.33% fixed rate mortgage due 2011 | 60 | ||||
Revolving credit facility due 2006 | 435 | ||||
Less loan procurement amortization expense on repaid indebtedness: | |||||
Mortgage loan collateralized by the Lakewood, OH facility, due April 2009, stated interest rate of 7.00% per annum | (15 | ) | |||
Mortgage loan collateralized by the Lake Worth, FL facility, due August 2004, stated interest rate of 3.15% per annum | (8 | ) | |||
Mortgage loan collateralized by the Lake Worth, FL facility, due December 2004, stated interest rate of 3.15% per annum | (3 | ) | |||
Mortgage loan collateralized by the Lancaster, CA facility, due May 2008, stated interest rate of 7.38% per annum | (2 | ) | |||
Term loan provided by an affiliate of Lehman Brothers, due May 2005, average interest rate of 4.21% per annum | (9,243 | ) | |||
$ | (8,634 | ) | |||
(d) | Other adjustments: |
Adjustment relates to reduction of loan procurement cost amortization and loan prepayment penalties applicable to early extinguishment of debt | $ | (7,012 | ) | |
Adjustment for non-recurring compensation charge related to issuance of deferred share grants at the IPO | $ | (2,400 | ) | |
Adjustment to increase compensation expense for employment agreements | 917 | |||
Adjustment to increase stock compensation expense | 527 | |||
Estimated incremental general and administrative costs associated with becoming a public company | 3,483 | |||
$ | 2,527 | |||
(15) | Adjustments relate to the interest expense and loan procurement amortization expense related to the completed and pending financing transactions subsequent to December 31, 2004. |
(i) | Reflects increase in interest expense as a result of completed and pending financing transactions: |
Multi-facility 5.13% mortgage loan, due 2012 | $ | 4,104 | ||
Multi-facility 4.96% mortgage loan, due 2012 | 3,968 | |||
Multi-facility 5.98% mortgage loan, due 2015 | 4,485 | (a) | ||
$ | 12,557 | |||
F-17
Table of Contents
(ii) | Represents adjustments to loan procurement expense related to the completed and pending financing transactions: |
Multi-facility 5.13% mortgage loan, due 2012 | $ | 166 | ||
Multi-facility 4.96% mortgage loan, due 2012 | 146 | |||
Multi-facility 5.98% mortgage loan, due 2015 | 40 | (a) | ||
$ | 352 | |||
(a) | We expect to enter into a multi-facility fixed rate mortgage loan in October 2005 in the amount of up to $75,000, which loan will bear interest at 5.98% and mature in October 2015. We assumed the obligation to enter into this loan in connection with the National Self Storage acquisition. |
F-18
Table of Contents
(Dollars in Thousands) |
(16) | Represents the results of operations which will be reflected in our operating partnership as a result of the acquisition of 170 self storage facilities. All of these acquisitions have been completed prior to the date of the offering. For facilities acquired prior to December 31, 2004, the following results of operations only include amounts not already included in historical results of operations. |
Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Bradenton II & | Liberty | National | Completed | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Metro | West Palm | California, | Dania | Option | Gaithersburg, | Ford | A-1 Self | Self- | Frisco | A-1 Self | Extra | Self | Tempe, | Clifton, | Elizabeth & | Miami, | Pensacola, | Facility | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Storage | Beach II, FL | MD | Beach, FL | Facilities | MD | Storage | Storage | Stor(d) | I & II, TX | Ocoee, FL | Storage | Closet | Storage | AZ | NJ | Hoboken, NJ | Colorado | FL | FL | Texas | Adjustments | Acquisitions | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
TOTAL FACILITIES | 42 | 2 | 1 | 1 | 3 | 1 | 5 | 4 | 17 | (e) | 2 | 1 | 1 | 2 | 70 | 1 | 1 | 2 | 7 | 2 | 1 | 4 | 170 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
REVENUES: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Rental income | $ | 16,204 | $ | 1,986 | $ | 544 | $ | 1,431 | $ | 1,664 | $ | 1,159 | $ | 1,835 | $ | 2,221 | $ | 5,180 | $ | 1,007 | $ | 581 | $ | 800 | $ | 755 | $ | 23,773 | $ | 361 | $ | 1,695 | $ | 1,107 | $ | 2,349 | $ | 1,498 | $ | 468 | $ | 1,467 | $ | 68,085 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Other property related income | 1,673 | 99 | 15 | 27 | 47 | 33 | 79 | 64 | 9 | 43 | 1,239 | 28 | 104 | 86 | 105 | 11 | 24 | 106 | 3,792 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total revenues | 17,877 | 2,085 | 559 | 1,458 | 1,711 | 1,192 | 1,835 | 2,300 | 5,180 | 1,007 | 645 | 809 | 798 | 25,012 | 389 | 1,799 | 1,193 | 2,454 | 1,509 | 492 | 1,573 | 0 | 71,877 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OPERATING EXPENSES: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property operating expenses | 6,540 | 787 | 296 | 1,202 | 812 | 478 | 647 | 572 | 1,940 | 186 | 243 | 309 | 281 | 8,949 | 154 | 562 | 661 | 1,072 | 800 | 147 | 790 | $ | 725 | (b) | 28,153 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Depreciation | 24,508 | (a) | 24,508 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Management fees to related party/ general and administrative | 536 | 216 | 33 | 101 | 72 | 105 | 54 | 54 | 36 | 29 | 48 | 1,302 | 81 | 87 | 123 | 204 | 31 | 52 | (2,621 | )(b) | 543 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total operating expenses | 7,076 | 1,003 | 329 | 1,202 | 913 | 550 | 752 | 626 | 1,940 | 240 | 279 | 338 | 329 | 10,251 | 154 | 643 | 748 | 1,195 | 1,004 | 178 | 842 | 22,612 | 53,204 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OPERATING INCOME | 10,801 | 1,082 | 230 | 256 | 798 | 642 | 1,083 | 1,674 | 3,240 | 767 | 366 | 471 | 469 | 14,761 | 235 | 1,156 | 445 | 1,259 | 505 | 314 | 731 | (22,612 | ) | 18,673 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER EXPENSE: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense | 10,331 | (c) | 10,331 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loan procurement amortization expense | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total other expense | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 10,331 | 10,331 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE MINORITY INTEREST | 10,801 | 1,082 | 230 | 256 | 798 | 642 | 1,083 | 1,674 | 3,240 | 767 | 366 | 471 | 469 | 14,761 | 235 | 1,156 | 445 | 1,259 | 505 | 314 | 731 | (32,943 | ) | 8,342 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Minority interest | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
INCOME (LOSS) FROM CONTINUING OPERATIONS | $ | 10,801 | $ | 1,082 | $ | 230 | $ | 256 | $ | 798 | $ | 642 | $ | 1,083 | $ | 1,674 | $ | 3,240 | $ | 767 | $ | 366 | $ | 471 | $ | 469 | $ | 14,761 | $ | 235 | $ | 1,156 | $ | 445 | $ | 1,259 | $ | 505 | $ | 314 | $ | 731 | $ | (32,943 | ) | $ | 8,342 | |||||||||||||||||||||||||||||||||||||||||||||||
F-19
Table of Contents
(a) | Depreciation expense adjustment includes depreciation calculated on a straight line basis over the estimated useful lives ranging between 5-39 years on assets acquired of: |
2004 acquisitions | $ | 235,752 | ||||
Amount of storage facility acquisitions as of June 30, 2005 | 134,711 | |||||
Amount of storage facility acquisitions from July 1, 2005 to the date hereof | 303,012 | |||||
$ | 673,475 | , with $499,929 allocated to buildings and | ||||
$173,546 allocated to land. |
Depreciation expense for acquisitions made in 2004 was only adjusted for depreciation expense not already reflected in historical financial statements | |
(b) | Management fees of $3,164 are eliminated as these represent fees paid to an unaffiliated management company that will no longer be incurred. Additional costs of $1,268 are anticipated to be incurred to manage the new properties purchased. Adjustment reflects net difference between these expenses. |
(c) | Represents additional interest expense from debt assumed in connection with completed facility transactions: |
Additional interest on loans assumed between January 1, 2005 and June 30, 2005: | |||||
Mortgage loan collateralized by Gaithersburg, MD facility, due 2010, effective interest rate of 5.25% per annum | $ | 392 | |||
Mortgage loan collateralized by Frisco II, TX facility, due 2014, effective interest rate of 5.25% per annum | 204 | ||||
596 |
July 1, 2005 and September 27, 2005:
Mortgage loans collateralized by certain facilities of National Self Storage due from 2007 to 2014, effective interest rates ranging from 5.00% to 5.59% per annum | 2,194 | |||
Mortgage loans collateralized by certain facilities of National Self Storage due 2006, stated interest rate 8.02% per annum | 3,223 | |||
Interest from borrowings under our revolving credit facility related to acquisitions completed subsequent to June 30, 2005 | 4,318 | |||
Total increase in interest expense | $ | 10,331 | ||
(d) | Results of operations include one facility which was sold in the second quarter of 2005. |
(e) | Excludes one facility which was sold in the second quarter of 2005. |
(17) | Adjustments relate to the reduction of interest expense as a result of debt repayments from proceeds of this offering: |
Repayment of revolving credit facility | $ | (4,318 | ) | |
Repayment of mortgage loans collateralized by certain facilities of National Self Storage due 2006, stated interest rate 8.02% per annum. | (3,223 | ) | ||
$ | (7,541 | ) | ||
F-20
Table of Contents
(18) | Represents the results of operations which will be reflected in our operating partnership as a result of the pending acquisition of 17 storage facilities. |
Total Pending | ||||||||||||||||||||||
Dallas, | Jacksonville, | Facility | ||||||||||||||||||||
Texas | TX | FL | Adjustments | Acquisitions | ||||||||||||||||||
TOTAL FACILITIES | 8 | (d) | 8 | 1 | (e) | 17 | ||||||||||||||||
REVENUES: | ||||||||||||||||||||||
Rental income | $ | 1,154 | $ | 2,693 | $ | 3,847 | ||||||||||||||||
Other property related income | 110 | 110 | ||||||||||||||||||||
Total revenues | 1,264 | 2,693 | 0 | 0 | 3,957 | |||||||||||||||||
OPERATING EXPENSES: | ||||||||||||||||||||||
Property operating expenses | 1,188 | 523 | $ | 67 | (b) | 1,778 | ||||||||||||||||
Depreciation | 3,159 | (a) | 3,159 | |||||||||||||||||||
Management fees to related party/ general and administrative | 64 | (9 | )(b) | 55 | ||||||||||||||||||
Total operating expenses | 1,252 | 523 | 0 | 3,217 | 4,992 | |||||||||||||||||
OPERATING INCOME (EXPENSE) | 12 | 2,170 | 0 | (3,217 | ) | (1,035 | ) | |||||||||||||||
OTHER EXPENSE: | ||||||||||||||||||||||
Interest expense | 715 | (c) | 715 | |||||||||||||||||||
Loan procurement amortization expense | ||||||||||||||||||||||
Total other expense | 0 | 0 | 0 | 715 | 715 | |||||||||||||||||
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE MINORITY INTEREST | 12 | 2,170 | 0 | (3,932 | ) | (1,750 | ) | |||||||||||||||
Minority interest | ||||||||||||||||||||||
INCOME (LOSS) FROM CONTINUING OPERATIONS | $ | 12 | $ | 2,170 | $ | 0 | $ | (3,932 | ) | $ | (1,750 | ) | ||||||||||
(a) | Depreciation expense adjustment includes depreciation calculated on a straight line basis over the estimated useful lives ranging between 5-39 years on assets acquired of $82,828, with $61,484 allocated to buildings and $21,344 allocated to land. | |
(b) | Management fees of $64 are eliminated as these represent fees paid to an unaffiliated management company that will no longer be incurred. Additional costs of $122 are anticipated to be incurred to manage the new facilities purchased. Adjustment reflects net difference between these expenses. | |
(c) | Adjustment represents interest expense relating to assumed mortgages secured by five of the facilities. | |
(d) | Includes one facility currently under construction. | |
(e) | The Jacksonville, FL facility is not scheduled to open before December 2005. |
(19) | Reflects the allocation of income to minority interest holders (approximately 9.02%). |
F-21
Table of Contents
June 30, | December 31, | |||||||||
2005 | 2004 | |||||||||
ASSETS | ||||||||||
Storage facilities — net | $ | 847,539 | $ | 729,155 | ||||||
Cash | 5,808 | 28,485 | ||||||||
Restricted cash | 14,090 | 7,211 | ||||||||
Loan procurement costs — net of amortization | 6,932 | 7,624 | ||||||||
Other assets | 5,244 | 3,399 | ||||||||
TOTAL ASSETS | $ | 879,613 | $ | 775,874 | ||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||
LIABILITIES | ||||||||||
Loans payable | $ | 489,372 | $ | 380,496 | ||||||
Capital lease obligations | 90 | 156 | ||||||||
Accounts payable and accrued expenses | 12,234 | 10,958 | ||||||||
Distributions payable | 10,457 | 7,532 | ||||||||
Rents received in advance | 6,917 | 5,835 | ||||||||
Security deposits | 609 | 455 | ||||||||
Total Liabilities | 519,679 | 405,432 | ||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||
MINORITY INTEREST | 17,275 | 11,062 | ||||||||
SHAREHOLDERS’ EQUITY | ||||||||||
Common shares, $.01 par value, 200,000,000 shares authorized, 37,345,162 issued and outstanding | 373 | 373 | ||||||||
Additional paid in capital | 396,932 | 396,662 | ||||||||
Retained deficit | (54,564 | ) | (37,430 | ) | ||||||
Unearned share grant compensation | (82 | ) | (225 | ) | ||||||
Total shareholders’ equity | 342,659 | 359,380 | ||||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 879,613 | $ | 775,874 | ||||||
F-22
Table of Contents
The | The | |||||||||||||||||
The Company | Predecessor | The Company | Predecessor | |||||||||||||||
Three Months | Three Months | Six Months | Six Months | |||||||||||||||
Ended | Ended | Ended | Ended | |||||||||||||||
June 30, 2005 | June 30, 2004 | June 30, 2005 | June 30, 2004 | |||||||||||||||
REVENUES: | ||||||||||||||||||
Rental income | $31,480 | $ | 20,261 | $ | 59,077 | $ | 39,752 | |||||||||||
Other property related income | 2,304 | 946 | 4,422 | 1,979 | ||||||||||||||
Total revenues | 33,784 | 21,207 | 63,499 | 41,731 | ||||||||||||||
OPERATING EXPENSES: | ||||||||||||||||||
Property operating expenses | 12,014 | 7,987 | 22,810 | 15,685 | ||||||||||||||
Depreciation | 8,744 | 5,259 | 16,765 | 9,987 | ||||||||||||||
General and administrative | 3,229 | — | 6,254 | — | ||||||||||||||
Management fees – related party | — | 1,138 | — | 2,240 | ||||||||||||||
Total operating expenses | 23,987 | 14,384 | 45,829 | 27,912 | ||||||||||||||
OPERATING INCOME | 9,797 | 6,823 | 17,670 | 13,819 | ||||||||||||||
OTHER EXPENSE: | ||||||||||||||||||
Interest expense | 7,142 | 6,001 | 12,949 | 9,740 | ||||||||||||||
Loan procurement amortization expense | 385 | 2,045 | 758 | 2,218 | ||||||||||||||
Other | (30 | ) | — | (14 | ) | — | ||||||||||||
Total other expense | 7,497 | 8,046 | 13,693 | 11,958 | ||||||||||||||
INCOME (LOSS) BEFORE MINORITY INTEREST | 2,300 | (1,223 | ) | 3,977 | 1,861 | |||||||||||||
MINORITY INTEREST | (96 | ) | — | (156 | ) | — | ||||||||||||
NET INCOME (LOSS) | $ | 2,204 | $ | (1,223 | ) | $ | 3,821 | $ | 1,861 | |||||||||
Basic income per share | $ | 0.06 | $ | 0.10 | ||||||||||||||
Diluted income per share | $ | 0.06 | $ | 0.10 | ||||||||||||||
Weighted-average basic common shares outstanding | 37,477,920 | 37,477,920 | ||||||||||||||||
Weighted-average diluted shares outstanding | 37,519,841 | 37,501,575 | ||||||||||||||||
Distributions declared per share of common stock | $ | 0.28 | $ | 0.56 |
F-23
Table of Contents
Common Shares | Additional | Unearned | |||||||||||||||||||||||
Paid in | Share Grant | Retained | |||||||||||||||||||||||
Number | Amount | Capital | Compensation | Deficit | Total | ||||||||||||||||||||
BALANCE at December 31, 2004 | 37,345 | $ | 373 | $ | 396,662 | $ | (225 | ) | $ | (37,430 | ) | $ | 359,380 | ||||||||||||
Amortization of restricted shares | — | — | — | 143 | — | 143 | |||||||||||||||||||
Share compensation expense | — | — | 270 | — | — | 270 | |||||||||||||||||||
Net income | — | — | — | — | 3,821 | 3,821 | |||||||||||||||||||
Distributions | — | — | — | — | (20,955 | ) | (20,955 | ) | |||||||||||||||||
BALANCE at June 30, 2005 | 37,345 | $ | 373 | $ | 396,932 | $ | (82 | ) | $ | (54,564 | ) | $ | 342,659 | ||||||||||||
F-24
Table of Contents
The Company | The Predecessor | ||||||||||||
Six Months Ended | Six Months Ended | ||||||||||||
June 30, 2005 | June 30, 2004 | ||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||||
Net income | $ | 3,821 | $ | 1,861 | |||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||||
Depreciation and amortization | 17,523 | 12,205 | |||||||||||
Equity compensation expense | 413 | — | |||||||||||
Minority interest in net income of subsidiaries | 156 | — | |||||||||||
Gain on sale of assets | (9 | ) | — | ||||||||||
Changes in other operating accounts: | |||||||||||||
Other assets | (1,694 | ) | (587 | ) | |||||||||
Accounts payable and accrued expenses | 1,003 | 3,263 | |||||||||||
Other liabilities | 255 | 252 | |||||||||||
Net cash provided by operating activities | 21,468 | 16,994 | |||||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||||
Additions and improvements to storage facilities | (116,584 | ) | (1,534 | ) | |||||||||
Proceeds from sale of asset | 561 | — | |||||||||||
Increase in restricted cash | (6,766 | ) | (1,254 | ) | |||||||||
Net cash used in investing activities | (122,789 | ) | (2,788 | ) | |||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||||
Proceeds from: | |||||||||||||
Loans payable | 98,500 | 424,500 | |||||||||||
Notes payable—related parties | — | 3,961 | |||||||||||
Principal payments on: | |||||||||||||
Loans payable | (999 | ) | (144,208 | ) | |||||||||
Capital lease obligations | (66 | ) | (125 | ) | |||||||||
Shareholder distributions | (18,030 | ) | — | ||||||||||
Minority interest distributions | (695 | ) | — | ||||||||||
Cash distributions to owners | — | (17,056 | ) | ||||||||||
Loan procurement costs | (66 | ) | (8,683 | ) | |||||||||
Cash contributions from owners | — | 126 | |||||||||||
Loan made to owners | — | (277,152 | ) | ||||||||||
Net cash provided by (used in) financing activities | 78,644 | (18,637 | ) | ||||||||||
NET DECREASE IN CASH | (22,677 | ) | (4,431 | ) | |||||||||
CASH — Beginning of period | 28,485 | 7,503 | |||||||||||
CASH — End of period | $ | 5,808 | $ | 3,072 | |||||||||
Supplemental disclosure of non-cash investing and financing activities: | |||||||||||||
Storage facilities acquired through the issuance of limited partnership units in the operating partnership | $ | 6,752 | — | ||||||||||
Storage facilities acquired through the assumption of mortgage loans | $ | 11,375 | — | ||||||||||
Other assets and liabilities (net) acquired as part of storage facility acquisitions | $ | 990 | — | ||||||||||
F-25
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F-26
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June 30, | December 31, | ||||||||
Description | 2005 | 2004 | |||||||
($ in thousands) | |||||||||
Land | $ | 169,510 | $ | 136,168 | |||||
Buildings and improvements | 721,752 | 635,718 | |||||||
Equipment | 95,487 | 79,742 | |||||||
Total | 986,749 | 851,628 | |||||||
Less accumulated depreciation | (139,210 | ) | (122,473 | ) | |||||
Storage facilities — net | $ | 847,539 | $ | 729,155 | |||||
• | Acquisition of Option Facility. On January 5, 2005, the Company purchased the San Bernardino VII, California facility from Rising Tide Development, LLC (“Rising Tide Development”) (a related party) for the purchase price of approximately $7.3 million, consisting of $3.8 million in cash (which cash was used to pay off mortgage indebtedness secured by the facility) and $3.5 million paid in units in the Operating Partnership. | |
• | Acquisition of Self-Storage Zone Facility. On January 14, 2005, the Company acquired one self-storage facility from Airpark Storage LLC in Gaithersburg, Maryland for consideration of $10.7 million, consisting of $4.3 million in cash and $6.4 million of indebtedness. The purchase price allocation was finalized during the second quarter of 2005 for $11.8 million. The purchase price adjustment related primarily to a fair market value adjustment for debt. | |
• | Acquisition of Ford Storage Facilities. On March 1, 2005, the Company acquired five self-storage facilities, located in central Connecticut, from Ford Storage for an aggregate purchase price of $15.5 million in cash. | |
• | Acquisition of A-1 Self-Storage Facilities. On March 15, 2005, the Company acquired five self-storage properties, located in Connecticut, from A-1 Self Storage for an aggregate purchase price of approximately $21.7 million in cash. These facilities total approximately 201,000 rentable square feet. |
F-27
Table of Contents
The Company now operates two of these facilities as one facility. On May 5, 2005, the Company acquired one self-storage facility from A-1 Self Storage for approximately $6.4 million in cash. The facility contains approximately 30,000 rentable square feet and is located in New York. | ||
• | Acquisition of Option Facilities. On March 18, 2005, the Company purchased the Orlando II, Florida and the Boynton Beach II, Florida facilities from Rising Tide Development (a related party) for a purchase price initially determined to be $11.8 million, consisting of $6.8 million in cash (which cash was used to pay off mortgage indebtedness secured by the facilities) and $5.0 million in units of the Operating Partnership. An adjustment to the purchase price was effected during the second quarter of 2005, reducing the purchase price to $10.1 million, consisting of $6.8 million in cash and $3.3 million in units of the Operating Partnership after a price reduction of $1.7 million in May 2005. | |
• | Acquisition of Liberty Self-Stor Facilities. On April 5, 2005, the Company acquired 18 self-storage facilities from Liberty Self-Stor Ltd., a subsidiary of Liberty Self-Stor, Inc., for an aggregate purchase price of $34.0 million (the “Liberty Acquisition”). The facilities total approximately 926,000 rentable square feet and are located in Ohio and New York. In June 2005, the Company sold one facility, containing approximately 17,000 rentable square feet acquired in the Liberty Acquisition for $0.6 million, which approximated book value. Revenues, for the property sold, and the related results for operations were, insignificant to the Company’s total revenues and related results of operations for the quarter ended June 30, 2005. | |
• | Acquisition of Individual Storage Facilities. In April 2005, the Company acquired three self-storage facilities from two parties for an aggregate purchase price of approximately $14.9 million in cash. These facilities total approximately 200,000 rentable square feet and are located in Texas (2 properties) and Florida (1 property). | |
• | Acquisition of Extra Closet Facilities. On May 24, 2005, the Company acquired two facilities from Extra Closet for an aggregate purchase price of approximately $6.8 million in cash. These facilities total approximately 99,000 rentable square feet and are located in Illinois. |
Number of Self- | ||||
Storage Facilities | ||||
Balance — December 31, 2004 | 201 | |||
Facilities acquired | 38 | |||
Facilities consolidated(1) | (2 | ) | ||
Facilities sold | (1 | ) | ||
Balance — June 30, 2005 | 236 | |||
(1) | The Company operates two of the facilities owned as of December 31, 2004 as one facility and two of the facilities acquired in March 2005 as one facility. |
F-28
Table of Contents
June 30, | December 31, | |||||||
Description | 2005 | 2004 | ||||||
($ in thousands) | ||||||||
The $90,000 loan from Lehman Brothers Holdings, Inc. (“Lehman Capital”) to YSI I LLC requires interest only payments until November 2005 and monthly debt service payments of $517 per month from November 2005 through May 2010. Interest is paid at the fixed rate of 5.19% through May 2010. The loan is collateralized by first mortgage liens against 21 storage facilities of YSI I LLC, which had a net book value of $94,493 at June 30, 2005. | $ | 90,000 | $ | 90,000 | ||||
The $90,000 loan from Lehman Capital to YSI II LLC requires interest only payments until November 2005 and monthly debt service payments of $524 per month from November 2005 through January 2011. Interest is paid at the fixed rate of 5.325% through January 2011. The loan is collateralized by first mortgage liens against 18 storage facilities of YSI II LLC, which had a net book value of $95,881 at June 30, 2005. | 90,000 | 90,000 | ||||||
The $90,000 loan from Lehman Brothers Bank, FSB (“Lehman Brothers Bank”) to YSI III LLC, requires interest only payments until November 2005 and monthly debt service payments of $511 per month from November 2005 through November 2009. Interest is paid at the fixed rate of 5.085% through November 2009. The loan is collateralized by first mortgage liens against 26 storage facilities of YSI III LLC, which had a net book value of $128,253 at June 30, 2005. | 90,000 | 90,000 | ||||||
The $70,000 loan from Lehman Capital to Acquiport III requires payments of $548 per month which includes interest payable monthly at 8.16% per annum through November 1, 2006, which is referred to in the loan agreement as the “anticipated repayment date.” The Company intends to repay the loan on or before the anticipated repayment date. After October 31, 2006, the loan requires interest at the greater of 13.16% and a defined Treasury rate plus 5%, additional monthly principal payments based on defined net cash flow and final repayment by November 1, 2025. The loan is collateralized by first mortgage liens against 41 storage facilities of Acquiport III, which had a net book value of $112,043, and restricted cash (on defeased debt) of $3,489 at June 30, 2005. | 65,656 | 66,217 |
F-29
Table of Contents
June 30, | December 31, | |||||||
Description | 2005 | 2004 | ||||||
($ in thousands) | ||||||||
The $42,000 mortgage loan from Lehman Brothers Bank to USI II requires principal payments of $300 per month and interest at 7.13% per annum through December 11, 2006, which is referred to in the loan agreement as the “anticipated repayment date.” The Company intends to repay the loan on or before the anticipated repayment date. After December 10, 2006, the loan requires interest at the greater of 12.13% and a defined Treasury rate plus 5%, additional monthly principal payments based on defined net cash flow and final repayment by December 11, 2025. The loan is collateralized by first mortgage liens against all ten storage facilities of USI II, which had a net book value of $40,610 at June 30, 2005. | 39,508 | 39,878 | ||||||
The $7,700 mortgage loan from General Electric Capital Corporation to YSI IV LLC requires principal and interest payments of $52 per month at an interest rate of 8.63% per annum through July 2010, which is referred to in the loan agreement as the “maturity date.” The loan is collateralized by a first mortgage lien against one storage facility of YSI IV LLC, which had a net book value of $11,934 at June 30, 2005. | 7,461 | — | ||||||
The $3,890 mortgage loan from General Electric Corporation to YSI V LLC requires principal and interest payments of $24 per month at an interest rate of 6.22% per annum through January 2014, which is referred to in the loan agreement the “maturity date”. The loan is collateralized by a first mortgage lien against one storage facility of YSI V LLC, which had a net book value of $6,040 at June 30, 2005. | 3,890 | — | ||||||
The other loans payable assumed in conjunction with the acquisition of facilities require interest payable monthly at fixed rates ranging from 7.71% to 8.43% per annum and a weighted average of 8.01% at June 30, 2005. These loans require monthly payments of principal and interest, are due from 2008 to 2009, contain covenants with respect to net worth and are collateralized by first mortgage liens against two facilities at June 30, 2005 with a net book value of $7,283. | 4,357 | 4,401 |
F-30
Table of Contents
June 30, | December 31, | |||||||
Description | 2005 | 2004 | ||||||
($ in thousands) | ||||||||
The Operating Partnership has a $150,000 secured revolving credit facility with a group of banks led by Lehman Brothers, Inc. and Wachovia Capital Markets, LLC. The credit facility bears interest at a variable rate, which ranged from 4.84% to 4.99% at June 30, 2005, based upon a base rate or a Eurodollar rate plus in each case, a spread depending on the Company’s leverage ratio. This credit facility is scheduled to mature in October 2007, with an option to extend the term for one year at the Company’s option. The loan is collateralized by first mortgage liens against 116 storage facilities of the Operating Partnership, which had a net book value of $349,004 at June 30, 2005. This facility contains certain restrictive covenants on distributions and other financial covenants, all of which the Company was in compliance with as of June 30, 2005. | 98,500 | — | ||||||
Total | $ | 489,372 | $ | 380,496 | ||||
Year | Amount | |||
2005 (remainder) | $ | 1,573 | ||
2006 | 109,413 | |||
2007 | 103,966 | |||
2008 | 8,037 | |||
2009 | 90,569 | |||
2010 and Thereafter | 175,814 | |||
Total | $ | 489,372 | ||
5. | Minority Interests |
F-31
Table of Contents
6. | Related Party Transactions |
F-32
Table of Contents
F-33
Table of Contents
7. | Subsequent Events |
• | Entry into Aircraft Lease Agreement. In July 2005, the Operating Partnership entered into a Non-Exclusive Aircraft Lease Agreement with Aqua Sun pursuant to which the Operating Partnership may lease for corporate use from time to time an airplane owned by Aqua Sun (the “Aircraft Lease”). 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 is responsible for various costs associated with operation of the airplane, including insurance, storage and maintenance and repair, but the Operating Partnership is 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, has a one-year term and is automatically renewed for additional one-year periods unless terminated by either party. Either party may terminate the agreement with or without cause upon 60 days’ prior notice to the other party. |
• | Acquisition of Arizona Storage Facility. On July 11, 2005, the Company acquired one self-storage facility from Shurgard Storage for approximately $2.9 million in cash. The facility contains approximately 54,000 square feet and is located in Tempe, Arizona. | |
• | Acquisition of New Jersey Storage Facility. On July 15, 2005, the Company acquired one self-storage facility from Self Storage Plus for approximately $16.8 million in cash. The facility contains approximately 106,000 square feet and is located in Clifton, New Jersey. | |
• | Acquisition of National Self Storage Facilities. On July 26, 2005, the Company completed the acquisition of 70 self-storage facilities from various partnerships and other entities affiliated with National Self Storage and the Schomac Group, Inc. (“National Self Storage”) for an aggregate consideration of approximately $212.0 million. The consideration was comprised of approximately $61.5 million of units in the Operating Partnership, the assumption of approximately $80.8 million of outstanding debt by the Operating Partnership, and approximately $69.7 million in cash. The purchase agreement includes a provision permitting these unitholders, beginning one year after issuance of the units and for a period of seven years from the date of the closing and subject to certain conditions, to redeem a portion of their units by requiring us to purchase and simultaneously transfer to them real |
F-34
Table of Contents
estate properties to be identified by them for a purchase price equal to the fair value of such units. The redemption price is based on the trading price of the Company’s common shares 10 days before the redemption date. The purchase price allocation is preliminary and is based on currently available information and upon preliminary assumptions and estimates the Company believes are reasonable. The Company has acquired debt at above market rates which will be revalued to respective fair market values upon finalization of the purchase price. Additionally, the fair value of the units is approximately $10.0 million higher than the book value expected to be recorded under purchase accounting. The acquired portfolio totals approximately 3.7 million rentable square feet and includes self-storage facilities located in the Company’s existing markets in Southern California, Arizona and Tennessee and in new markets in Texas, Northern California, New Mexico, Colorado and Utah. | ||
• | Entry into Lehman Brothers Mortgage Loan. In July 2005, YSI VI LLC (“YSI VI”), an indirect subsidiary of the Company, entered into a fixed rate mortgage loan agreement with Lehman Brothers Bank, FSB, as the lender, in the principal amount of $80.0 million. The mortgage loan, which is secured by 24 of the Company’s self-storage facilities, bears interest at 5.13% and matures in August 2012. The mortgage loan will become immediately due and payable, and the lender will be entitled to interest on the unpaid principal sum at an increased rate, if any required payment is not paid on or prior to the date when due or on the happening of any other event of default. This mortgage loan requires YSI VI to establish reserves relating to the mortgaged facilities for replacements, repairs, real estate taxes and insurance. The Operating Partnership is a guarantor under this mortgage loan with respect to certain exceptions to the non-recourse provisions of the loan. | |
• | Entry into LaSalle Bank Mortgage Loan. In August 2005, YASKY LLC (“YASKY”), an indirect subsidiary of the Company, entered into a fixed rate mortgage loan agreement with LaSalle Bank National Association, as the lender, in the principal amount of $80.0 million. The mortgage loan, which is secured by 28 of the Company’s self-storage facilities, bears interest at 4.96% and matures in September 2012. The mortgage loan will become immediately due and payable, and the lender will be entitled to interest on the unpaid principal sum at an increased rate, if any required payment is not paid on or prior to the date when due or on the happening of any other event of default. This mortgage loan requires YASKY LLC to establish reserves relating to the mortgaged facilities for replacements, repairs, real estate taxes and insurance. The Operating Partnership is a guarantor under this mortgage loan with respect to certain exceptions to the non-recourse provisions of the loan. | |
• | Acquisition of Elizabeth, NJ and Hoboken, NJ Facilities. On August 4, 2005, the Company acquired two self-storage facilities for approximately $8.2 million in cash. These facilities total approximately 74,000 square feet and are located in Elizabeth and Hoboken, New Jersey. | |
• | Acquisition of Colorado Portfolio. On September 22, 2005, the Company acquired seven self-storage facilities for $19.5 million in cash. These facilities total approximately 317,000 square feet and are located in Colorado. | |
• | Acquisition of Miami, Florida Facilities. On September 27, 2005, the Company acquired two self-storage facilities for $17.8 million in cash. These facilities total approximately 151,000 square feet and are located in Miami, Florida. | |
• | Acquisition of Pensacola, Florida Facility. On September 27, 2005, the Company acquired one self-storage facility for approximately $7.9 million in cash. This facility contains approximately 79,000 square feet and is located in Pensacola, Florida. | |
• | Acquisition of Texas Portfolio. On September 27, 2005, the Company acquired four self-storage facilities for $15.6 million in cash. These facilities total approximately 227,000 square feet and are located in Texas. | |
F-35
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F-36
Table of Contents
The Company | The Predecessor | ||||||||
December 31, 2004 | December 31, 2003 | ||||||||
ASSETS | |||||||||
Storage facilities — net | $ | 729,155 | $ | 395,599 | |||||
Cash | 28,485 | 7,503 | |||||||
Restricted cash | 7,211 | 3,772 | |||||||
Loan procurement costs — net of amortization | 7,624 | 2,461 | |||||||
Other assets | 3,399 | 2,884 | |||||||
TOTAL ASSETS | $ | 775,874 | $ | 412,219 | |||||
LIABILITIES AND SHAREHOLDERS’/OWNERS’ EQUITY | |||||||||
LIABILITIES | |||||||||
Loans payable | $ | 380,496 | $ | 271,571 | |||||
Capital lease obligations | 156 | 374 | |||||||
Accounts payable and accrued expenses | 10,958 | 3,218 | |||||||
Distributions payable | 7,532 | — | |||||||
Accrued management fees—related parties | — | 370 | |||||||
Rents received in advance | 5,835 | 4,552 | |||||||
Security deposits | 455 | 385 | |||||||
TOTAL LIABILITIES | 405,432 | 280,470 | |||||||
COMMITMENTS AND CONTINGENCIES | — | — | |||||||
MINORITY INTEREST | 11,062 | — | |||||||
SHAREHOLDERS’/OWNERS’ EQUITY | |||||||||
Common shares, $.01 par value, 200,000,000 shares authorized, 37,345,162 issued and outstanding | 373 | — | |||||||
Additional paid in capital | 396,662 | — | |||||||
Retained deficit | (37,430 | ) | — | ||||||
Unearned share grant compensation | (225 | ) | — | ||||||
Owners’ equity | — | 131,749 | |||||||
TOTAL SHAREHOLDERS’/OWNERS’ EQUITY | 359,380 | 131,749 | |||||||
TOTAL LIABILITIES AND SHAREHOLDERS’/OWNERS’ EQUITY | $ | 775,874 | $ | 412,219 | |||||
F-37
Table of Contents
The Company | The Predecessor | |||||||||||||||||
For the Period | For the Period | |||||||||||||||||
October 21, 2004 | January 1, 2004 | Year Ended | Year Ended | |||||||||||||||
to December 31, | to October 20, | December 31, | December 31, | |||||||||||||||
2004 | 2004 | 2003 | 2002 | |||||||||||||||
REVENUES: | ||||||||||||||||||
Rental income | $ | 21,314 | $ | 65,631 | $ | 76,898 | $ | 72,719 | ||||||||||
Other property related income | 1,452 | 3,211 | 3,916 | 3,866 | ||||||||||||||
Total revenues | 22,766 | 68,842 | 80,814 | 76,585 | ||||||||||||||
OPERATING EXPENSES: | ||||||||||||||||||
Property operating expenses | 9,635 | 26,031 | 28,096 | 26,075 | ||||||||||||||
Depreciation | 5,800 | 16,528 | 19,494 | 19,656 | ||||||||||||||
General and administrative | 4,254 | — | — | — | ||||||||||||||
Management fees — Related party | — | 3,689 | 4,361 | 4,115 | ||||||||||||||
Total operating expenses | 19,689 | 46,248 | 51,951 | 49,846 | ||||||||||||||
OPERATING INCOME | 3,077 | 22,594 | 28,863 | 26,739 | ||||||||||||||
OTHER INCOME (EXPENSE): | ||||||||||||||||||
Interest expense | (4,428 | ) | (19,385 | ) | (15,128 | ) | (15,944 | ) | ||||||||||
Loan procurement amortization expense | (240 | ) | (5,727 | ) | (1,015 | ) | (1,079 | ) | ||||||||||
Early extinguishment of debt | (7,012 | ) | — | — | — | |||||||||||||
Costs incurred to acquire management company | (22,152 | ) | — | — | — | |||||||||||||
Other | (41 | ) | 69 | 12 | — | |||||||||||||
Total other expense | (33,873 | ) | (25,043 | ) | (16,131 | ) | (17,023 | ) | ||||||||||
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE MINORITY INTEREST | (30,796 | ) | (2,449 | ) | 12,732 | 9,716 | ||||||||||||
MINORITY INTEREST | 898 | — | — | — | ||||||||||||||
NET INCOME (LOSS) BEFORE DISCONTINUED OPERATIONS | (29,898 | ) | (2,449 | ) | 12,732 | 9,716 | ||||||||||||
DISCONTINUED OPERATIONS | ||||||||||||||||||
Income from operations | — | — | 171 | 312 | ||||||||||||||
Gain on sale of storage facilities | — | — | 3,329 | — | ||||||||||||||
Income from discontinued operations | — | — | 3,500 | 312 | ||||||||||||||
NET INCOME (LOSS) | $ | (29,898 | ) | $ | (2,449 | ) | $ | 16,232 | $ | 10,028 | ||||||||
Basic and diluted loss per share | $ | (0.80 | ) | |||||||||||||||
Weighted-average common shares outstanding — basic and fully diluted | 37,477,920 |
F-38
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Common Shares | Additional | Unearned | |||||||||||||||||||||||||||
Paid in | Grant Shares | Retained | Owners’ | ||||||||||||||||||||||||||
Number | Amount | Capital | Compensation | Deficit | Equity (Deficit) | Total | |||||||||||||||||||||||
The Predecessor | |||||||||||||||||||||||||||||
Balance at January 1, 2002 | — | $ | — | $ | — | $ | — | $ | — | $ | 142,162 | $ | 142,162 | ||||||||||||||||
Net income | — | — | — | — | — | 10,028 | 10,028 | ||||||||||||||||||||||
Cash contributions | — | — | — | — | — | 16,666 | 16,666 | ||||||||||||||||||||||
Cash distributions | — | — | — | — | — | (26,443 | ) | (26,443 | ) | ||||||||||||||||||||
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 shares | — | — | 2,675 | (2,675 | ) | — | — | — | |||||||||||||||||||||
Amortization of restricted shares | — | — | — | 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 | ) | ||||||||||||||||||||
37,345 | $ | 373 | $ | 396,662 | $ | (225 | ) | $ | (37,430 | ) | $ | — | $ | 359,380 | |||||||||||||||
F-39
Table of Contents
The Company | The Predecessor | |||||||||||||||||||
For the Period | For the Period | |||||||||||||||||||
October 21, 2004 to | January 1, 2004 to | Year Ended | Year Ended | |||||||||||||||||
December 31, 2004 | October 20, 2004 | December 31, 2003 | December 31, 2002 | |||||||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||||||||||
Net income (loss) | $ | (29,898 | ) | $ | (2,449 | ) | $ | 16,232 | $ | 10,028 | ||||||||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities | ||||||||||||||||||||
Depreciation and amortization | 6,040 | 22,255 | 20,716 | 20,936 | ||||||||||||||||
Early extinguishment of debt | 7,012 | — | — | — | ||||||||||||||||
Share compensation expense | 2,546 | — | — | — | ||||||||||||||||
Costs incurred to acquire management company | 22,152 | — | — | — | ||||||||||||||||
Minority interest in net loss of subsidiaries | (898 | ) | — | — | — | |||||||||||||||
Gain on sales of storage facilities | — | — | (3,329 | ) | — | |||||||||||||||
Changes in other operating accounts: | ||||||||||||||||||||
Other assets | 3,021 | 118 | 657 | (33 | ) | |||||||||||||||
Accounts payable and accrued expenses | (1,978 | ) | 5,664 | (205 | ) | 602 | ||||||||||||||
Other liabilities | 1,418 | (65 | ) | 156 | 109 | |||||||||||||||
Net cash provided by operating activities | 9,415 | 25,523 | 34,227 | 31,642 | ||||||||||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||||||||||
Additions and improvements to storage facilities | (224,976 | ) | (2,865 | ) | (8,808 | ) | (33,319 | ) | ||||||||||||
Acquisition of management company, net | (3,492 | ) | — | — | — | |||||||||||||||
Disposals of storage facilities | — | 583 | — | — | ||||||||||||||||
Net proceeds from sales of storage facilities | — | — | 8,068 | — | ||||||||||||||||
Increase in restricted cash | (607 | ) | (2,832 | ) | (1,767 | ) | 107 | |||||||||||||
Net cash used in investing activities | (229,075 | ) | (5,114 | ) | (2,507 | ) | (33,212 | ) | ||||||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||||||||||
Proceeds from sale of common shares | 424,989 | — | — | — | ||||||||||||||||
Proceeds from: | ||||||||||||||||||||
Loans payable | 270,000 | 424,500 | 3,934 | 30,392 | ||||||||||||||||
Notes payable — related parties | — | 3,961 | — | — | ||||||||||||||||
Principal payments on: | ||||||||||||||||||||
Loans payable | (437,849 | ) | (147,725 | ) | (2,093 | ) | (21,040 | ) | ||||||||||||
Notes payable — related parties | (1,600 | ) | (2,361 | ) | — | — | ||||||||||||||
Capital lease obligations | (21 | ) | (197 | ) | (309 | ) | (233 | ) | ||||||||||||
Cash contributions from owners | — | 108 | 1,788 | 16,666 | ||||||||||||||||
Loan made to owners | — | (277,152 | ) | — | — | |||||||||||||||
Cash distributions to owners | — | (18,297 | ) | (28,684 | ) | (26,443 | ) | |||||||||||||
Pre-payment penalty on debt extinguishment | (887 | ) | — | — | — | |||||||||||||||
Loan procurement costs | (8,554 | ) | (8,682 | ) | (365 | ) | (160 | ) | ||||||||||||
Net cash provided by (used in) financing activities | 246,078 | (25,845 | ) | (25,729 | ) | (818 | ) | |||||||||||||
NET INCREASE (DECREASE) IN CASH | 26,418 | (5,436 | ) | 5,991 | (2,388 | ) | ||||||||||||||
CASH — Beginning of period | 2,067 | 7,503 | 1,512 | 3,900 | ||||||||||||||||
CASH — End of period | $ | 28,485 | $ | 2,067 | $ | 7,503 | $ | 1,512 | ||||||||||||
CASH PAID FOR INTEREST | $ | 9,032 | $ | 15,080 | $ | 15,648 | $ | 15,386 | ||||||||||||
CASH PAID FOR TAXES | $ | 25 | $ | — | $ | — | $ | — | ||||||||||||
F-40
Table of Contents
The Company | The Predecessor | |||||||||||||||||
For the Period | For the Period | |||||||||||||||||
October 21, 2004 to | January 1, 2004 to | Year Ended | Year Ended | |||||||||||||||
December 31, 2004 | October 20, 2004 | December 31, 2003 | December 31, 2002 | |||||||||||||||
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 | — | — | — | ||||||||||||||
Acquisition of management company from prior owners: | ||||||||||||||||||
Assets acquired (excluding cash of $730) | 659 | — | — | — | ||||||||||||||
Liabilities assumed | (536 | ) | — | — | — | |||||||||||||
Net assets acquired | 123 | — | — | — | ||||||||||||||
Acquisition of 46 facilities: | ||||||||||||||||||
Investment in real estate | 223,437 | — | — | — | ||||||||||||||
Mortgage loans | (90,000 | ) | — | — | — | |||||||||||||
Other, net | (4,526 | ) | — | — | — | |||||||||||||
Net assets acquired | 128,911 | — | — | — | ||||||||||||||
Acquisition of three facilities: | ||||||||||||||||||
Investment in real estate | — | — | — | 19,497 | ||||||||||||||
Other, net | — | — | — | (70 | ) | |||||||||||||
Net assets acquired | — | — | — | 19,427 | ||||||||||||||
Acquisition of four facilities: | ||||||||||||||||||
Investment in real estate, from related party | — | — | — | 19,110 | ||||||||||||||
Mortgage loans, assumed | — | — | — | (19,110 | ) | |||||||||||||
Net assets acquired | — | — | — | — | ||||||||||||||
Acquisition of partnership interests: | ||||||||||||||||||
Investment in real estate | — | 128,672 | — | — | ||||||||||||||
Contribution related to step-up in basis | — | (128,672 | ) | — | — | |||||||||||||
Acquisition of minority interest: | ||||||||||||||||||
Investment in real estate | — | — | — | 577 | ||||||||||||||
Elimination of receivable | — | — | — | (125 | ) | |||||||||||||
Cash paid to acquire the facilities | — | — | — | 452 | ||||||||||||||
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 | 7,532 | — | — | — | ||||||||||||||
Grant of deferred share units and restricted shares to management executives and trustees | 2,675 | — | — | — |
F-41
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F-42
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F-43
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F-44
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F-45
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F-46
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The | The | ||||||||
Company | Predecessor | ||||||||
December 31, | December 31, | ||||||||
Description | 2004 | 2003 | |||||||
($ in thousands) | |||||||||
Land | $ | 136,168 | $ | 51,449 | |||||
Buildings and improvements | 635,718 | 388,410 | |||||||
Equipment | 79,742 | 55,322 | |||||||
Total | 851,628 | 495,181 | |||||||
Less accumulated depreciation | (122,473 | ) | (99,582 | ) | |||||
Storage facilities—net | $ | 729,155 | $ | 395,599 | |||||
The | The | |||||||
Company | Predecessor | |||||||
December 31, | December 31, | |||||||
Description | 2004 | 2003 | ||||||
The $90,000 loan from Lehman Brothers Holdings, Inc. (“Lehman Capital”) to YSI I LLC requires interest only payments until November 2005 and monthly debt service payments of $517 per month from November 2005 through May 2010. Interest is paid at the fixed rate of 5.19% through May 2010. The loan is collateralized by first mortgage liens against 21 storage facilities of YSI I LLC, which had a net book value of $96,529 at December 31, 2004. | $ | 90,000 | $ | — | ||||
The $90,000 loan from Lehman Capital to YSI II LLC requires interest only payments until November 2005 and monthly debt service payments of $524 per month from November 2005 through January 2011. Interest is paid at the fixed rate of 5.325% through January 2011. The loan is collateralized by first mortgage liens against 18 storage facilities of YSI II LLC, which had a net book value of $98,059 at December 31, 2004. | 90,000 | — |
F-47
Table of Contents
The | The | |||||||
Company | Predecessor | |||||||
December 31, | December 31, | |||||||
Description | 2004 | 2003 | ||||||
The $90,000 loan from Lehman Brothers Bank, FSB (“Lehman Brothers Bank”) to YSI III LLC, requires interest only payments until November 2005 and monthly debt service payments of $511 per month from November 2005 through November 2009. Interest is paid at the fixed rate of 5.085% through November 2009. The loan is collateralized by first mortgage liens against 26 storage facilities of YSI III LLC, which had a net book value of $130,152 at December 31, 2004. | 90,000 | — | ||||||
The $70,000 loan from Lehman Capital to Acquiport III requires payments of $548 per month which includes interest payable monthly at 8.16% per annum through November 1, 2006, which is referred to in the loan agreement as the “anticipated repayment date.” The Company intends to repay the loan on or before the anticipated repayment date. After October 31, 2006, the loan requires interest at the greater of 13.16% and a defined Treasury rate plus 5%, additional monthly principal payments based on defined net cash flow and final repayment by November 1, 2025. The loan is collateralized by first mortgage liens against 41 storage facilities of Acquiport III, which had a net book value of $113,191, and restricted cash of $1,319 at December 31, 2004. | 66,217 | 67,162 | ||||||
The $42,000 mortgage loan from Lehman Brothers Bank to USI II requires principal payments of $300 per month and interest at 7.13% per annum through December 11, 2006, which is referred to in the loan agreement as the “anticipated repayment date.” The Company intends to repay the loan on or before the anticipated repayment date. After December 10, 2006, the loan requires interest at the greater of 12.13% and a defined Treasury rate plus 5%, additional monthly principal payments based on defined net cash flow and final repayment by December 11, 2025. The loan is collateralized by first mortgage liens against all 10 storage facilities of USI II, which had a net book value of $41,239 at December 31, 2004. | 39,878 | 40,564 | ||||||
The other loans payable assumed in conjunction with the acquisition of facilities require interest payable monthly at fixed rates ranging from 7.71% to 8.43% per annum and a weighted average of 8.01% at December 31, 2004 and 7.38% to 8.43% per annum and a weighted average of 7.74% at December 31, 2003. These loans require monthly payments of principal and interest, are due from 2008 to 2009, contain covenants with respect to net worth and are collateralized by first mortgage liens against two facilities at December 31, 2004 with a net book value of $7,488. | 4,401 | 9,648 |
F-48
Table of Contents
The | The | |||||||
Company | Predecessor | |||||||
December 31, | December 31, | |||||||
Description | 2004 | 2003 | ||||||
The $180,000 unsecured revolving line of credit from First Union Securities, Inc. (“First Union”) to Acquiport I required interest only payments at the base rate (defined as the higher of prime rate and the Federal funds rate plus 0.5%) or the adjusted LIBOR rate as defined by the line of credit agreement as selected by the borrower from time to time. At December 31, 2003, the outstanding balance required interest at 3.57% pursuant to the LIBOR contract entered into under the terms of the credit agreement This loan was paid in full on May 4, 2004. | — | 142,462 | ||||||
The $6,183 mortgage loan from Wachovia to Lake Worth, FL required interest payable monthly at a variable rate of LIBOR plus 200 basis points. For time periods prior to August 16, 2004, the Company fixed the interest rate at 6.85% through an executed interest rate swap agreement. The loan was collateralized by a first mortgage lien against the facility, which had a net book value of $9,543, at December 31, 2003. This loan was paid off as part of the IPO and the Formation Transactions | — | 5,816 | ||||||
The $2,200 mortgage loan from Charter One Bank to Lakewood, OH required interest payable monthly at 2.50% plus the Current Index (defined as the weekly average yield on the United States Treasury Securities adjusted to a constant maturity of one year as made available by the Federal Reserve Board). The rate of interest changes every 12 months but shall never exceeded 13.00% per annum or be less than 7.00% per annum. The loan required monthly payments for principal and interest. The loan was collateralized by a first mortgage lien against the property, which had a net book value of $1,120, at December 31, 2003. Interest at December 31, 2003 was 7.00%. This loan was paid off as part of the IPO and the Formation Transactions | — | 2,033 | ||||||
The $2,000 construction loan from Wachovia to Lake Worth, FL required interest payable monthly at LIBOR The terms of the construction loan required completion within 24 months of the loan agreement at which time the loan converted to a permanent loan. Interest only payments were required through the construction phase. Conversion to a permanent loan was effective on December 20, 2003 with a maturity date of December 19, 2004. At December 31, 2003, the outstanding balance required monthly payments of principal and interest at 3.15% per annum, and the loan was collateralized by a second mortgage lien against the facility, which had a net book value of $9,543 at December 31, 2003. This loan was paid off as part of the IPO and the Formation Transactions | — | 2,000 | ||||||
The $1,287 mortgage loan from First Security — State to Acquiport I required interest only payments payable monthly at a fixed rate of 9.35% per annum through April 1, 2006. The loan was collateralized by a first mortgage lien against one storage facility which had a net book value of $1,412 at December 31, 2003. This loan was paid off as part of the IPO and the Formation Transactions | — | 1,153 |
F-49
Table of Contents
The | The | ||||||||
Company | Predecessor | ||||||||
December 31, | December 31, | ||||||||
Description | 2004 | 2003 | |||||||
The Vero Beach I, FL facility participated with other non-combined entities in a $10,000 revolving credit facility with Huntington National Bank. Interest was payable monthly at 2.50% per annum plus the thirty day LIBOR rate. The credit facility had a maturity date of December 12, 2006. The amount of allocated debt associated with specific draws related to the Vero Beach I, FL facility was $733. A first mortgage lien against the storage facility had been pledged as collateral for the credit facility, which had a net book value of $918 at December 31, 2003. Interest at December 31, 2003 was 3.71%. This loan was paid off as part of the IPO and the Formation Transactions | — | 733 | |||||||
The Operating Partnership has a $150,000 secured revolving credit facility with a group of banks led by Lehman Brothers, Inc. and Wachovia Capital Markets, LLC. The credit facility bears interest at a variable rate based upon a base rate or a Eurodollar rate plus, in each case, a spread depending on our leverage ratio. No amounts were outstanding under this facility at December 31, 2004. This credit facility is scheduled to mature in October 2007, with an option to extend the term for one year at the Company’s option | — | — | |||||||
In April 2004, Acquiport I entered into a loan agreement with Lehman Brothers Bank for $424,500. A portion of the proceeds was used to pay off the $180,000 unsecured revolving line of credit from First Union. The remaining proceeds were used to pay costs and expenses incurred in connection with the closing of the loan, including, without limitation, loaning a portion of the proceeds to High Tide LLC pursuant to the High Tide Note (Note 1), or for other general corporate purposes. The loan required an initial escrow deposit of $610 for taxes, insurance and to establish a replacement reserve This loan was paid off as part of the IPO and the Formation Transactions | — | — | |||||||
Total | $ | 380,496 | $ | 271,571 | |||||
Year | Amount | ||||
2005 | $ | 2,352 | |||
2006 | 109,037 | ||||
2007 | 5,079 | ||||
2008 | 7,641 | ||||
2009 | 90,159 | ||||
2010 and Thereafter | 166,228 | ||||
Total | $ | 380,496 | |||
F-50
Table of Contents
F-51
Table of Contents
Related Party | ||||
Amount | ||||
($ in thousands) | ||||
2005 | $ | 262 | ||
2006 | 308 | |||
2007 | 324 | |||
2008 | 324 | |||
2009 | 339 | |||
2010 and Thereafter | 1,802 | |||
Total | $ | 3,359 | ||
F-52
Table of Contents
Year Ended | ||||||||
December 31, | ||||||||
Description | 2003 | 2002 | ||||||
($ in thousands) | ||||||||
Revenues | $ | 1,015 | $ | 1,199 | ||||
Property operating expenses | (399 | ) | (440 | ) | ||||
Depreciation | (207 | ) | (201 | ) | ||||
Management fees to related party | (52 | ) | (64 | ) | ||||
Interest expense | (186 | ) | (182 | ) | ||||
Income from operations | 171 | 312 | ||||||
Gain on sale of storage facilities | 3,329 | — | ||||||
Income from discontinued operations | $ | 3,500 | $ | 312 | ||||
Amount | ||||
($ in thousands) | ||||
2005 | $ | 115 | ||
2006 | 49 | |||
2007 | 22 | |||
Total future minimum lease payments | 186 | |||
Less — imputed interest at 8% | 30 | |||
Present value of lease payments | $ | 156 | ||
F-53
Table of Contents
Third Party | Related Party | ||||||||
Amount | Amount | ||||||||
($ in thousands) | |||||||||
2005 | $ | 169 | $ | 262 | |||||
2006 | 152 | 308 | |||||||
2007 | 146 | 324 | |||||||
2008 | 76 | 324 | |||||||
2009 | 50 | 339 | |||||||
2010 and Thereafter | 244 | 1,802 | |||||||
Total | $ | 837 | $ | 3,359 | |||||
F-54
Table of Contents
2004 | ||||
Assumptions: | ||||
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 |
F-55
Table of Contents
Weighted Average | ||||||||
Common Shares | Exercise Price | |||||||
Subject to Options | Per Option | |||||||
Options granted | 950,000 | $ | 16.00 | |||||
Options canceled | 11,500 | $ | 16.00 | |||||
Options exercised | — | — | ||||||
Balance at December 31, 2004 | 938,500 | $ | 16.00 |
Options Outstanding | Options Not Exercisable | |||||||||||||||||||||
Weighted-Average | ||||||||||||||||||||||
remaining | ||||||||||||||||||||||
Contractual life | Weighted average | Weighted average | ||||||||||||||||||||
Exercise Prices | Options | In years | exercise price | Options | exercise price | |||||||||||||||||
$ | 16.00 | 500,000 | 2.8 | $ | 16.00 | 500,000 | $ | 16.00 | ||||||||||||||
$ | 16.00 | 438,500 | 4.8 | $ | 16.00 | 438,500 | $ | 16.00 |
For the Period October 21, | |||||
2004 through | |||||
December 31, 2004 | |||||
Net loss attributable to common shares | $ | (29,898 | ) | ||
Weighted average common shares outstanding — basic | 37,477,920 | ||||
Potentially dilutive common shares(1): | |||||
Share options | — | ||||
Restricted shares | — | ||||
Adjusted weighted average common shares outstanding — diluted | 37,477,920 | ||||
Net loss per share — basic and diluted | $ | (0.80 | ) |
(1) | For the period October 21, 2004 through December 31, 2004 the potentially dilutive shares of 65,748 were not included in the earnings per share calculation as their effect is antidilutive. |
F-56
Table of Contents
• | Metro Storage LLC. On October 27, 2004, we acquired the Metro Storage portfolio from Metro Storage LLC for a purchase price of $184.0 million. The portfolio consists of 42 self-storage facilities located in five states, Illinois, Indiana, Florida, Ohio and Wisconsin. | |
• | Devon Facilities. On October 28, 2004, we acquired two self-storage facilities, one located in Bradenton, FL and one in West Palm Beach, FL, from Devon/ Bradenton, L.P. and Devon/ West Palm, L.P., respectively, for a total purchase price of approximately $18.2 million. | |
• | Self-Storage Zone Facility. On November 1, 2004, we acquired one self-storage facility, located in California, MD, from Bay Media Network Limited Partnership for a purchase price of approximately $5.7 million. | |
• | Federal Self-Storage Facility. On November 1, 2004, we acquired one self-storage facility, located in Dania Beach, FL, from Federal Self Storage for a purchase price of approximately $13.9 million. |
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2004 | 2003 | |||||||
(unaudited) | ||||||||
Pro forma revenues | $ | 117,371 | $ | 108,181 | ||||
Pro forma net income | $ | 6,236 | $ | 6,363 | ||||
Pro forma earnings per common share — basic | $ | 0.17 | $ | 0.17 | ||||
Pro forma earnings per common share — diluted | $ | 0.17 | $ | 0.17 |
Consolidated and Combined Quarter Ended | ||||||||||||||||||||
Year Ended | ||||||||||||||||||||
Year | March 31, | June 30, | September 30, | December 31,(1) | December 31, | |||||||||||||||
($ in thousands, except per share data) | ||||||||||||||||||||
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 | — | — | — | (0.80 | ) | (0.80 | ) | |||||||||||||
2003 | ||||||||||||||||||||
Revenues | $ | 19,391 | $ | 19,904 | $ | 20,681 | $ | 20,838 | $ | 80,814 | ||||||||||
Gain on sale of storage facilities | — | 293 | 1,288 | 1,748 | 3,329 | |||||||||||||||
Net income | 2,135 | 3,909 | 4,918 | 5,270 | 16,232 |
(1) | The three months ended December 31, 2004 represents consolidated operating results for the Company from October 21, 2004 to December 31, 2004 and combined operating results for the Predecessor from October 1, 2004 to October 20, 2004. The operating results for the quarter ended December 31, 2004 are |
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not comparable to future expected operating results of the Company since they include various IPO-related charges. |
• | Acquisition of Option Facility. On January 5, 2005, the Company purchased the San Bernardino VII, CA facility from Rising Tide Development (a related party — see Note 6) for the purchase price of $7.3 million, consisting of $3.8 million in cash (which cash was used to pay off mortgage indebtedness secured by the facility) and $3.5 million payable in units in the Operating Partnership. This facility contains approximately 84,000 rentable square feet and was 84.9% occupied as of December 31, 2004. | |
• | Acquisition of Self-Storage Zone Facility. On January 14, 2005, the Company acquired one self-storage facility from Airpark Storage LLC in Gaithersburg, Maryland for the purchase price of $10.7 million, consisting of $4.3 million cash and $6.4 million of indebtedness. This facility contains approximately 87,000 rentable square feet. | |
• | Acquisition of Ford Storage Facilities. On March 1, 2005, the Company acquired five self-storage facilities, located in central Connecticut, from Ford Storage for an aggregate purchase price of $15.5 million. These facilities total approximately 258,000 rentable square feet. | |
• | Acquisition of A-1 Self-Storage Facilities. On March 15, 2005, the Company acquired five self-storage properties, located in Connecticut, from A-1 Self Storage for an aggregate purchase price of approximately $21.7 million in cash. These facilities total approximately 201,000 rentable square feet. The Company now operates two of these facilities as one facility. | |
• | Acquisition of Option Facilities. On March 18, 2005, the Company purchased the Orlando II, Florida and the Boynton Beach II, Florida facilities from Rising Tide Development (a related party — see Note 6) for the purchase price of $11.8 million, consisting of $6.7 million in cash (which cash was used to pay off mortgage indebtedness secured by the facilities) and $5.1 million in units of the Operating Partnership. These facilities total approximately 155,000 rentable square feet and were 90.1% and 90.3% occupied as of December 31, 2004. |
• | The Company has agreed to acquire 70 self-storage facilities from various partnerships and other entities affiliated with National Self Storage and The Schomac Group, Inc. for an aggregate purchase price of approximately $212.0 million. The facilities total approximately 3.7 million rentable square feet and are located in Arizona, California, Colorado, New Mexico, Tennessee, Texas and Utah. The transaction also includes the purchase of four office parks. The purchase price includes the assumption of up to $80.8 million of indebtedness by our Operating Partnership upon closing and the issuance of approximately $61.5 million payable in Units in our Operating Partnership, with the balance to be paid in cash. | |
• | The Company entered into a contract to acquire 18 self-storage facilities from Liberty Self-Stor Ltd., a subsidiary of Liberty Self-Stor, Inc., for an aggregate price of $34.0 million. The facilities total approximately 926,000 rentable square feet and are located in Ohio and New York. |
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• | The Company has entered into an agreement to purchase one self-storage facility from A-1 Self Storage for $6.4 million. The facility totals approximately 30,000 rentable square feet and is located in New York. | |
• | The Company has also entered into two separate agreements to acquire three facilities from two parties for an aggregate purchase price of approximately $14.9 million. The facilities total approximately 199,000 rentable square feet and are located in Texas (2 properties) and Florida (1 property). |
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Gross Carrying | ||||||||||||||||||||||||||||||||||||
Initial Cost | Costs | Amount at December 31, 2004 | ||||||||||||||||||||||||||||||||||
Subsequent | Accumulated | Year | ||||||||||||||||||||||||||||||||||
Building and | to | Building and | Depreciation | Acquired/ | ||||||||||||||||||||||||||||||||
Description | Encumbrances | Land | Improvements | Acquisition | Land | Improvements | Total | (G) | Developed | |||||||||||||||||||||||||||
Mobile I, AL | (F | ) | $ | 149 | $ | 1,429 | $ | 744 | $ | 225 | $ | 2,097 | $ | 2,322 | $ | 635 | 1997 | |||||||||||||||||||
Mobile II, AL | (F | ) | 226 | 2,524 | 729 | 301 | 3,178 | 3,479 | 929 | 1997 | ||||||||||||||||||||||||||
Mobile III, AL | (A | ) | 167 | 1,849 | 459 | 237 | 2,238 | 2,475 | 603 | 1998 | ||||||||||||||||||||||||||
Glendale, AZ | (A | ) | 201 | 2,265 | 1,038 | 418 | 3,086 | 3,504 | 719 | 1998 | ||||||||||||||||||||||||||
Scottsdale, AZ | (A | ) | 443 | 4,879 | 2,040 | 883 | 6,479 | 7,362 | 1,486 | 1998 | ||||||||||||||||||||||||||
Tucson I, AZ | (A | ) | 188 | 2,078 | 947 | 384 | 2,829 | 3,213 | 658 | 1998 | ||||||||||||||||||||||||||
Tucson II, AZ | (A | ) | 188 | 2,078 | 1,021 | 391 | 2,896 | 3,287 | 655 | 1998 | ||||||||||||||||||||||||||
Apple Valley I, CA | (D | ) | 140 | 1,570 | 1,590 | 476 | 2,824 | 3,300 | 599 | 1997 | ||||||||||||||||||||||||||
Apple Valley II, CA | (F | ) | 160 | 1,787 | 1,331 | 431 | 2,847 | 3,278 | 656 | 1997 | ||||||||||||||||||||||||||
Bloomington I, CA | (F | ) | 42 | 463 | 434 | 100 | 839 | 939 | 214 | 1997 | ||||||||||||||||||||||||||
Bloomington II, CA | (F | ) | 54 | 604 | 443 | 144 | 957 | 1,101 | 211 | 1997 | ||||||||||||||||||||||||||
Fallbrook, CA | (C | ) | 133 | 1,492 | 1,527 | 432 | 2,720 | 3,152 | 539 | 1997 | ||||||||||||||||||||||||||
Hemet, CA | (D | ) | 125 | 1,396 | 1,375 | 417 | 2,479 | 2,896 | 510 | 1997 | ||||||||||||||||||||||||||
Highland, CA | (D | ) | 215 | 2,407 | 1,998 | 582 | 4,038 | 4,620 | 894 | 1997 | ||||||||||||||||||||||||||
Lancaster, CA | (F | ) | 390 | 2,247 | 780 | 556 | 2,861 | 3,417 | 382 | 2001 | ||||||||||||||||||||||||||
Ontario, CA | (A | ) | 292 | 3,289 | 1,926 | 688 | 4,819 | 5,507 | 1,026 | 1998 | ||||||||||||||||||||||||||
Redlands, CA | (C | ) | 196 | 2,192 | 1,228 | 449 | 3,167 | 3,616 | 806 | 1997 | ||||||||||||||||||||||||||
Rialto, CA | (A | ) | 277 | 3,098 | 1,865 | 672 | 4,568 | 5,240 | 1,095 | 1997 | ||||||||||||||||||||||||||
Riverside I, CA | (F | ) | 42 | 465 | 552 | 141 | 918 | 1,059 | 207 | 1997 | ||||||||||||||||||||||||||
Riverside II, CA | (F | ) | 42 | 423 | 379 | 114 | 730 | 844 | 163 | 1997 | ||||||||||||||||||||||||||
Riverside III, CA | (A | ) | 91 | 1,035 | 1,089 | 310 | 1,905 | 2,215 | 395 | 1998 | ||||||||||||||||||||||||||
San Bernardino I, CA | (F | ) | 67 | 748 | 867 | 217 | 1,465 | 1,682 | 297 | 1997 | ||||||||||||||||||||||||||
San Bernardino II, CA | (C | ) | 152 | 1,704 | 1,424 | 450 | 2,830 | 3,280 | 607 | 1997 | ||||||||||||||||||||||||||
San Bernardino III, CA | (F | ) | 51 | 572 | 976 | 182 | 1,417 | 1,599 | 261 | 1997 | ||||||||||||||||||||||||||
San Bernardino IV, CA | (C | ) | 152 | 1,695 | 1,397 | 444 | 2,800 | 3,244 | 601 | 1997 | ||||||||||||||||||||||||||
San Bernardino V, CA | (F | ) | 112 | 1,251 | 949 | 306 | 2,006 | 2,312 | 463 | 1997 | ||||||||||||||||||||||||||
San Bernardino VI, CA | (F | ) | 98 | 1,093 | 802 | 242 | 1,751 | 1,993 | 421 | 1997 | ||||||||||||||||||||||||||
Sun City, CA | (A | ) | 140 | 1,579 | 930 | 324 | 2,325 | 2,649 | 522 | 1998 | ||||||||||||||||||||||||||
Temecula I, CA | (A | ) | 184 | 2,038 | 1,241 | 435 | 3,028 | 3,463 | 654 | 1998 | ||||||||||||||||||||||||||
Temecula II, CA | (F | ) | 476 | 2,697 | 6 | 476 | 2,703 | 3,179 | 155 | 2003 | ||||||||||||||||||||||||||
Vista, CA | (D | ) | 711 | 4,076 | 1,899 | 1,118 | 5,568 | 6,686 | 636 | 2001 | ||||||||||||||||||||||||||
Yucaipa, CA | (C | ) | 198 | 2,221 | 1,583 | 525 | 3,477 | 4,002 | 798 | 1997 | ||||||||||||||||||||||||||
Bloomfield, CT | (A | ) | 78 | 880 | 2,181 | 360 | 2,779 | 3,139 | 443 | 1997 | ||||||||||||||||||||||||||
Branford, CT | (A | ) | 217 | 2,433 | 1,417 | 504 | 3,563 | 4,067 | 1,059 | 1995 | ||||||||||||||||||||||||||
Enfield, CT | (D | ) | 424 | 2,424 | 265 | 473 | 2,640 | 3,113 | 609 | 2001 | ||||||||||||||||||||||||||
Gales Ferry, CT | (A | ) | 240 | 2,697 | 1,277 | 489 | 3,725 | 4,214 | 971 | 1995 | ||||||||||||||||||||||||||
Manchester, CT | (D | ) | 540 | 3,096 | 208 | 563 | 3,281 | 3,844 | 598 | 2002 | ||||||||||||||||||||||||||
Milford, CT | (B | ) | 87 | 1,050 | 1,024 | 274 | 1,887 | 2,161 | 427 | 1994 | ||||||||||||||||||||||||||
Mystic, CT | (B | ) | 136 | 1,645 | 1,678 | 410 | 3,049 | 3,459 | 662 | 1994 | ||||||||||||||||||||||||||
South Windsor, CT | (B | ) | 90 | 1,127 | 950 | 272 | 1,895 | 2,167 | 368 | 1994 | ||||||||||||||||||||||||||
Boca Raton, FL | (C | ) | 529 | 3,054 | 1,369 | 812 | 4,140 | 4,952 | 724 | 2001 | ||||||||||||||||||||||||||
Boynton Beach, FL | (F | ) | 667 | 3,796 | 1,466 | 958 | 4,971 | 5,929 | 914 | 2001 | ||||||||||||||||||||||||||
Bradenton, FL | (F | ) | 1,931 | 5,561 | 3 | 1,931 | 5,564 | 7,495 | 48 | 2004 | ||||||||||||||||||||||||||
Bradenton, FL | (F | ) | 1,180 | 3,324 | 8 | 1,180 | 3,332 | 4,512 | 28 | 2004 |
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Gross Carrying | ||||||||||||||||||||||||||||||||||||
Initial Cost | Costs | Amount at December 31, 2004 | ||||||||||||||||||||||||||||||||||
Subsequent | Accumulated | Year | ||||||||||||||||||||||||||||||||||
Building and | to | Building and | Depreciation | Acquired/ | ||||||||||||||||||||||||||||||||
Description | Encumbrances | Land | Improvements | Acquisition | Land | Improvements | Total | (G) | Developed | |||||||||||||||||||||||||||
Cape Coral, FL | (C | ) | 472 | 2,769 | 2,159 | 830 | 4,570 | 5,400 | 887 | 2000 | ||||||||||||||||||||||||||
Dania, FL | (F | ) | 205 | 2,068 | 1,442 | 481 | 3,234 | 3,715 | 834 | 1994 | ||||||||||||||||||||||||||
Dania Beach, FL | (F | ) | 3,584 | 10,324 | 3 | 3,584 | 10,327 | 13,911 | 88 | 2004 | ||||||||||||||||||||||||||
Davie, FL | (D | ) | 1,268 | 7,183 | 525 | 1,373 | 7,603 | 8,976 | 1,074 | 2001 | ||||||||||||||||||||||||||
Deerfield Beach, FL | (F | ) | 946 | 2,999 | 1,746 | 1,311 | 4,380 | 5,691 | 525 | 1998 | ||||||||||||||||||||||||||
DeLand, FL | (A | ) | 113 | 1,258 | 848 | 286 | 1,933 | 2,219 | 413 | 1998 | ||||||||||||||||||||||||||
Delray Beach, FL | (F | ) | 798 | 4,539 | 485 | 883 | 4,939 | 5,822 | 1,069 | 2001 | ||||||||||||||||||||||||||
Fernandina Beach, FL | (A | ) | 189 | 2,111 | 3,463 | 523 | 5,240 | 5,763 | 1,149 | 1996 | ||||||||||||||||||||||||||
Ft. Lauderdale, FL | (D | ) | 937 | 3,646 | 2,126 | 1,384 | 5,325 | 6,709 | 681 | 1999 | ||||||||||||||||||||||||||
Ft. Myers, FL | (F | ) | 303 | 3,329 | 236 | 328 | 3,540 | 3,868 | 901 | 1998 | ||||||||||||||||||||||||||
Lake Worth, FL | (C | ) | 183 | 6,597 | 4,785 | 183 | 11,382 | 11,565 | 2,539 | 1998 | ||||||||||||||||||||||||||
Lakeland I, FL | (F | ) | 81 | 896 | 882 | 256 | 1,603 | 1,859 | 447 | 1994 | ||||||||||||||||||||||||||
Lakeland II, FL | (F | ) | 49 | 551 | 409 | 103 | 906 | 1,009 | 248 | 1996 | ||||||||||||||||||||||||||
Leesburg, FL | (A | ) | 96 | 1,079 | 705 | 214 | 1,666 | 1,880 | 410 | 1997 | ||||||||||||||||||||||||||
Lutz, FL | (F | ) | 992 | 2,868 | 4 | 992 | 2,872 | 3,864 | 25 | 2004 | ||||||||||||||||||||||||||
Lutz, FL | (F | ) | 901 | 2,478 | 7 | 901 | 2,485 | 3,386 | 21 | 2004 | ||||||||||||||||||||||||||
Margate I, FL | (F | ) | 161 | 1,763 | 1,318 | 399 | 2,843 | 3,242 | 563 | 1994 | ||||||||||||||||||||||||||
Margate II, FL | (A | ) | 132 | 1,473 | 1,747 | 383 | 2,969 | 3,352 | 666 | 1996 | ||||||||||||||||||||||||||
Merrit Island, FL | (F | ) | 716 | 2,983 | 373 | 796 | 3,276 | 4,072 | 422 | 2000 | ||||||||||||||||||||||||||
Miami I, FL | (D | ) | 179 | 1,999 | 1,513 | 484 | 3,207 | 3,691 | 705 | 1995 | ||||||||||||||||||||||||||
Miami II, FL | (F | ) | 188 | 2,052 | 567 | 286 | 2,521 | 2,807 | 628 | 1994 | ||||||||||||||||||||||||||
Miami III, FL | (F | ) | 253 | 2,544 | 1,520 | 561 | 3,756 | 4,317 | 1,008 | 1994 | ||||||||||||||||||||||||||
Miami IV, FL | (F | ) | 193 | 2,174 | 1,640 | 516 | 3,491 | 4,007 | 834 | 1995 | ||||||||||||||||||||||||||
Miami V, FL | (A | ) | 193 | 2,165 | 1,085 | 364 | 3,079 | 3,443 | 858 | 1995 | ||||||||||||||||||||||||||
Naples I, FL | (F | ) | 90 | 1,010 | 2,231 | 270 | 3,061 | 3,331 | 592 | 1996 | ||||||||||||||||||||||||||
Naples II, FL | (F | ) | 148 | 1,652 | 4,288 | 558 | 5,530 | 6,088 | 1,035 | 1997 | ||||||||||||||||||||||||||
Naples III, FL | (F | ) | 139 | 1,561 | 3,483 | 598 | 4,585 | 5,183 | 1,177 | 1997 | ||||||||||||||||||||||||||
Naples IV, FL | (A | ) | 262 | 2,980 | 721 | 407 | 3,556 | 3,963 | 955 | 1998 | ||||||||||||||||||||||||||
Ocala, FL | (F | ) | 55 | 558 | 548 | 155 | 1,006 | 1,161 | 259 | 1994 | ||||||||||||||||||||||||||
Orange City, FL | (F | ) | 1,191 | 3,209 | 3 | 1,191 | 3,212 | 4,403 | 27 | 2004 | ||||||||||||||||||||||||||
Orlando, FL | (A | ) | 187 | 2,088 | 423 | 240 | 2,458 | 2,698 | 755 | 1997 | ||||||||||||||||||||||||||
Pembroke Pines, FL | (D | ) | 337 | 3,772 | 2,897 | 953 | 6,053 | 7,006 | 1,336 | 1997 | ||||||||||||||||||||||||||
Royal Palm Beach, FL | (C | ) | 205 | 2,148 | 2,745 | 741 | 4,357 | 5,098 | 1,379 | 1994 | ||||||||||||||||||||||||||
Sarasota, FL | (F | ) | 333 | 3,656 | 989 | 529 | 4,449 | 4,978 | 1,017 | 1998 | ||||||||||||||||||||||||||
St. Augustine, FL | (A | ) | 135 | 1,515 | 3,165 | 383 | 4,432 | 4,815 | 949 | 1996 | ||||||||||||||||||||||||||
Stuart I, FL | (A | ) | 154 | 1,726 | 1,060 | 319 | 2,621 | 2,940 | 673 | 1997 | ||||||||||||||||||||||||||
Stuart II, FL | (F | ) | 324 | 3,625 | 2,651 | 685 | 5,915 | 6,600 | 1,365 | 1997 | ||||||||||||||||||||||||||
Tampa I, FL | (F | ) | 124 | 1,252 | 543 | 220 | 1,699 | 1,919 | 536 | 1994 | ||||||||||||||||||||||||||
Tampa II, FL | (F | ) | 330 | 1,887 | 410 | 330 | 2,297 | 2,627 | 436 | 2001 | ||||||||||||||||||||||||||
Vero Beach I, FL | (F | ) | 71 | 774 | 223 | 171 | 897 | 1,068 | 178 | 1997 | ||||||||||||||||||||||||||
Vero Beach II, FL | (F | ) | 88 | 1,009 | 227 | 88 | 1,236 | 1,324 | 363 | 1998 | ||||||||||||||||||||||||||
West Palm Beach, FL | 2,542 | 719 | 3,420 | 1,367 | 835 | 4,671 | 5,506 | 964 | 2001 | |||||||||||||||||||||||||||
West Palm Beach, FL | (F | ) | 2,129 | 8,671 | 8 | 2,129 | 8,679 | 10,808 | 86 | 2004 | ||||||||||||||||||||||||||
Alpharetta, GA | (C | ) | 806 | 4,720 | 745 | 967 | 5,304 | 6,271 | 1,082 | 2001 | ||||||||||||||||||||||||||
Decatur, GA | (A | ) | 616 | 6,776 | 328 | 616 | 7,104 | 7,720 | 2,080 | 1998 |
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Gross Carrying | ||||||||||||||||||||||||||||||||||||
Initial Cost | Costs | Amount at December 31, 2004 | ||||||||||||||||||||||||||||||||||
Subsequent | Accumulated | Year | ||||||||||||||||||||||||||||||||||
Building and | to | Building and | Depreciation | Acquired/ | ||||||||||||||||||||||||||||||||
Description | Encumbrances | Land | Improvements | Acquisition | Land | Improvements | Total | (G) | Developed | |||||||||||||||||||||||||||
Norcross, GA | (D | ) | 514 | 2,930 | 590 | 632 | 3,402 | 4,034 | 541 | 2001 | ||||||||||||||||||||||||||
Peachtree City, GA | 1,859 | 435 | 2,532 | 460 | 529 | 2,898 | 3,427 | 482 | 2001 | |||||||||||||||||||||||||||
Smyrna, GA | (C | ) | 750 | 4,271 | 42 | 750 | 4,313 | 5,063 | 870 | 2001 | ||||||||||||||||||||||||||
Addison, IL | (E | ) | 428 | 3,531 | 6 | 428 | 3,537 | 3,965 | 30 | 2004 | ||||||||||||||||||||||||||
Aurora, IL | (F | ) | 644 | 3,652 | 3 | 644 | 3,655 | 4,299 | 31 | 2004 | ||||||||||||||||||||||||||
Bartlett, IL | (F | ) | 1,126 | 2,197 | 3 | 1,126 | 2,200 | 3,326 | 19 | 2004 | ||||||||||||||||||||||||||
Bartlett, IL | (F | ) | 931 | 2,493 | 6 | 931 | 2,499 | 3,430 | 21 | 2004 | ||||||||||||||||||||||||||
Bellwood, IL | (F | ) | 1,012 | 5,768 | 443 | 1,012 | 6,211 | 7,223 | 1,144 | 2001 | ||||||||||||||||||||||||||
Des Plaines, IL | (E | ) | 1,564 | 4,327 | 5 | 1,564 | 4,332 | 5,896 | 37 | 2004 | ||||||||||||||||||||||||||
Elk Grove Village, IL | (E | ) | 1,446 | 3,535 | 3 | 1,446 | 3,538 | 4,984 | 30 | 2004 | ||||||||||||||||||||||||||
Glenview, IL | (E | ) | 3,740 | 10,367 | 2 | 3,740 | 10,369 | 14,109 | 89 | 2004 | ||||||||||||||||||||||||||
Gurnee, IL | (E | ) | 1,521 | 5,440 | 2 | 1,521 | 5,442 | 6,963 | 47 | 2004 | ||||||||||||||||||||||||||
Harvey, IL | (E | ) | 869 | 3,635 | 6 | 869 | 3,641 | 4,510 | 31 | 2004 | ||||||||||||||||||||||||||
Joliet, IL | (E | ) | 547 | 4,704 | 2 | 547 | 4,706 | 5,253 | 40 | 2004 | ||||||||||||||||||||||||||
Lake Zurich, IL | (E | ) | 2,102 | 2,187 | 2 | 2,102 | 2,189 | 4,291 | 19 | 2004 | ||||||||||||||||||||||||||
Lombard, IL | (E | ) | 1,305 | 3,938 | 3 | 1,305 | 3,941 | 5,246 | 34 | 2004 | ||||||||||||||||||||||||||
Mount Prospect, IL | (E | ) | 1,701 | 3,114 | 4 | 1,701 | 3,118 | 4,819 | 27 | 2004 | ||||||||||||||||||||||||||
Mundelein, IL | (E | ) | 1,498 | 2,782 | 2 | 1,498 | 2,784 | 4,282 | 24 | 2004 | ||||||||||||||||||||||||||
North Chicago, IL | (E | ) | 1,073 | 3,006 | 2 | 1,073 | 3,008 | 4,081 | 26 | 2004 | ||||||||||||||||||||||||||
Plainfield, IL | (F | ) | 1,770 | 1,715 | 2 | 1,770 | 1,717 | 3,487 | 15 | 2004 | ||||||||||||||||||||||||||
Schaumburg, IL | (F | ) | 538 | 645 | 2 | 538 | 647 | 1,185 | 6 | 2004 | ||||||||||||||||||||||||||
Streamwood, IL | (F | ) | 1,447 | 1,662 | 2 | 1,447 | 1,664 | 3,111 | 14 | 2004 | ||||||||||||||||||||||||||
Waukegan, IL | (E | ) | 1,198 | 4,363 | 2 | 1,198 | 4,365 | 5,563 | 37 | 2004 | ||||||||||||||||||||||||||
West Chicago, IL | (F | ) | 1,071 | 2,249 | 2 | 1,071 | 2,251 | 3,322 | 19 | 2004 | ||||||||||||||||||||||||||
Westmont, IL | (E | ) | 1,155 | 3,873 | 1 | 1,155 | 3,874 | 5,029 | 33 | 2004 | ||||||||||||||||||||||||||
Wheeling, IL | (F | ) | 857 | 3,213 | 2 | 857 | 3,215 | 4,072 | 28 | 2004 | ||||||||||||||||||||||||||
Wheeling, IL | (E | ) | 793 | 3,816 | 2 | 793 | 3,818 | 4,611 | 33 | 2004 | ||||||||||||||||||||||||||
Woodridge, IL | (E | ) | 943 | 3,397 | 2 | 943 | 3,399 | 4,342 | 29 | 2004 | ||||||||||||||||||||||||||
Indianapolis, IN | (E | ) | 1,229 | 2,834 | 3 | 1,229 | 2,837 | 4,066 | 24 | 2004 | ||||||||||||||||||||||||||
Indianapolis, IN | (F | ) | 641 | 3,154 | 2 | 641 | 3,156 | 3,797 | 27 | 2004 | ||||||||||||||||||||||||||
Indianapolis, IN | (E | ) | 2,138 | 3,633 | 2 | 2,138 | 3,635 | 5,773 | 31 | 2004 | ||||||||||||||||||||||||||
Indianapolis, IN | (F | ) | 406 | 3,496 | 2 | 406 | 3,498 | 3,904 | 30 | 2004 | ||||||||||||||||||||||||||
Indianapolis, IN | (E | ) | 908 | 4,755 | 2 | 908 | 4,757 | 5,665 | 41 | 2004 | ||||||||||||||||||||||||||
Indianapolis, IN | (E | ) | 1,133 | 4,103 | 3 | 1,133 | 4,106 | 5,239 | 35 | 2004 | ||||||||||||||||||||||||||
Indianapolis, IN | (E | ) | 887 | 3,548 | 3 | 887 | 3,551 | 4,438 | 30 | 2004 | ||||||||||||||||||||||||||
Indianapolis, IN | (E | ) | 1,871 | 1,230 | 2 | 1,871 | 1,232 | 3,103 | 11 | 2004 | ||||||||||||||||||||||||||
Indianapolis, IN | (E | ) | 669 | 2,434 | 2 | 669 | 2,436 | 3,105 | 21 | 2004 | ||||||||||||||||||||||||||
Baton Rouge I, LA | (F | ) | 112 | 1,248 | 621 | 208 | 1,773 | 1,981 | 481 | 1997 | ||||||||||||||||||||||||||
Baton Rouge II, LA | (F | ) | 118 | 1,181 | 1,055 | 267 | 2,087 | 2,354 | 508 | 1997 | ||||||||||||||||||||||||||
Baton Rouge III, LA | (F | ) | 133 | 1,487 | 763 | 271 | 2,112 | 2,383 | 566 | 1997 | ||||||||||||||||||||||||||
Baton Rouge IV, LA | (A | ) | 32 | 377 | 156 | 64 | 501 | 565 | 126 | 1998 | ||||||||||||||||||||||||||
Prairieville, LA | (A | ) | 90 | 1,004 | 235 | 90 | 1,239 | 1,329 | 343 | 1998 | ||||||||||||||||||||||||||
Slidell, LA | (D | ) | 188 | 3,175 | 1,513 | 802 | 4,074 | 4,876 | 592 | 2001 | ||||||||||||||||||||||||||
Boston, MA | (C | ) | 1,516 | 8,628 | 115 | 1,516 | 8,743 | 10,259 | 1,341 | 2002 | ||||||||||||||||||||||||||
Leominster, MA | (D | ) | 90 | 1,519 | 2,248 | 338 | 3,519 | 3,857 | 592 | 1998 |
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Gross Carrying | ||||||||||||||||||||||||||||||||||||
Initial Cost | Costs | Amount at December 31, 2004 | ||||||||||||||||||||||||||||||||||
Subsequent | Accumulated | Year | ||||||||||||||||||||||||||||||||||
Building and | to | Building and | Depreciation | Acquired/ | ||||||||||||||||||||||||||||||||
Description | Encumbrances | Land | Improvements | Acquisition | Land | Improvements | Total | (G) | Developed | |||||||||||||||||||||||||||
Baltimore, MD | (F | ) | 1,050 | 5,997 | 705 | 1,159 | 6,593 | 7,752 | 1,173 | 2001 | ||||||||||||||||||||||||||
California, MD | (F | ) | 1,486 | 4,280 | 5 | 1,486 | 4,285 | 5,771 | 37 | 2004 | ||||||||||||||||||||||||||
Laurel, MD | (C | ) | 1,409 | 8,035 | 2,958 | 1,928 | 10,474 | 12,402 | 1,517 | 2001 | ||||||||||||||||||||||||||
Temple Hills, MD | (D | ) | 1,541 | 8,788 | 1,878 | 1,800 | 10,407 | 12,207 | 1,570 | 2001 | ||||||||||||||||||||||||||
Grand Rapids, MI | (F | ) | 185 | 1,821 | 1,167 | 325 | 2,848 | 3,173 | 766 | 1996 | ||||||||||||||||||||||||||
Portage, MI | (F | ) | 104 | 1,160 | 699 | 237 | 1,726 | 1,963 | 431 | 1996 | ||||||||||||||||||||||||||
Romulus, MI | (F | ) | 308 | 1,743 | 520 | 418 | 2,153 | 2,571 | 259 | 1997 | ||||||||||||||||||||||||||
Wyoming, MI | (F | ) | 191 | 2,135 | 917 | 354 | 2,889 | 3,243 | 776 | 1996 | ||||||||||||||||||||||||||
Biloxi, MS | (F | ) | 148 | 1,652 | 670 | 279 | 2,191 | 2,470 | 578 | 1997 | ||||||||||||||||||||||||||
Gautier, MS | (F | ) | 93 | 1,040 | 120 | 93 | 1,160 | 1,253 | 387 | 1997 | ||||||||||||||||||||||||||
Gulfport I, MS | (F | ) | 128 | 1,438 | 563 | 156 | 1,973 | 2,129 | 662 | 1997 | ||||||||||||||||||||||||||
Gulfport II, MS | (F | ) | 117 | 1,306 | 492 | 179 | 1,736 | 1,915 | 530 | 1997 | ||||||||||||||||||||||||||
Gulfport III, MS | (F | ) | 172 | 1,928 | 864 | 338 | 2,626 | 2,964 | 693 | 1997 | ||||||||||||||||||||||||||
Waveland, MS | (A | ) | 215 | 2,481 | 1,040 | 392 | 3,344 | 3,736 | 866 | 1998 | ||||||||||||||||||||||||||
Belmont, NC | (F | ) | 385 | 2,196 | 364 | 451 | 2,494 | 2,945 | 499 | 2001 | ||||||||||||||||||||||||||
Burlington I, NC | (F | ) | 498 | 2,837 | 84 | 498 | 2,921 | 3,419 | 641 | 2001 | ||||||||||||||||||||||||||
Burlington II, NC | (F | ) | 320 | 1,829 | 126 | 340 | 1,935 | 2,275 | 362 | 2001 | ||||||||||||||||||||||||||
Cary, NC | (F | ) | 543 | 3,097 | 111 | 543 | 3,208 | 3,751 | 474 | 2001 | ||||||||||||||||||||||||||
Charlotte, NC | (C | ) | 782 | 4,429 | 1,294 | 1,068 | 5,437 | 6,505 | 629 | 1999 | ||||||||||||||||||||||||||
Fayetteville I, NC | (F | ) | 156 | 1,747 | 773 | 301 | 2,375 | 2,676 | 582 | 1997 | ||||||||||||||||||||||||||
Fayetteville II, NC | (C | ) | 213 | 2,301 | 872 | 399 | 2,987 | 3,386 | 769 | 1997 | ||||||||||||||||||||||||||
Raleigh, NC | (A | ) | 209 | 2,398 | 421 | 296 | 2,732 | 3,028 | 720 | 1998 | ||||||||||||||||||||||||||
Brick, NJ | (B | ) | 234 | 2,762 | 1,289 | 485 | 3,800 | 4,285 | 957 | 1994 | ||||||||||||||||||||||||||
Cranford, NJ | (B | ) | 290 | 3,493 | 2,357 | 779 | 5,361 | 6,140 | 1,351 | 1994 | ||||||||||||||||||||||||||
East Hanover, NJ | (B | ) | 504 | 5,763 | 4,016 | 1,315 | 8,968 | 10,283 | 2,277 | 1994 | ||||||||||||||||||||||||||
Fairview, NJ | (F | ) | 246 | 2,759 | 438 | 246 | 3,197 | 3,443 | 953 | 1997 | ||||||||||||||||||||||||||
Jersey City, NJ | (B | ) | 397 | 4,507 | 2,922 | 1,010 | 6,816 | 7,826 | 1,771 | 1994 | ||||||||||||||||||||||||||
Linden I, NJ | (B | ) | 517 | 6,008 | 3,452 | 1,170 | 8,807 | 9,977 | 1,728 | 1994 | ||||||||||||||||||||||||||
Linden II, NJ | (B | ) | 0 | 2 | 854 | 189 | 667 | 856 | 14 | 1994 | ||||||||||||||||||||||||||
Morris Township, NJ | (D | ) | 500 | 5,602 | 2,915 | 1,072 | 7,945 | 9,017 | 1,924 | 1997 | ||||||||||||||||||||||||||
Parsippany, NJ | (A | ) | 475 | 5,322 | 2,359 | 909 | 7,247 | 8,156 | 1,825 | 1997 | ||||||||||||||||||||||||||
Randolph, NJ | (D | ) | 855 | 4,872 | 1,163 | 1,108 | 5,782 | 6,890 | 932 | 2002 | ||||||||||||||||||||||||||
Sewell, NJ | (C | ) | 484 | 2,766 | 1,073 | 706 | 3,617 | 4,323 | 693 | 2001 | ||||||||||||||||||||||||||
Jamaica, NY | (D | ) | 2,043 | 11,658 | 241 | 2,043 | 11,899 | 13,942 | 2,186 | 2001 | ||||||||||||||||||||||||||
North Babylon, NY | (C | ) | 225 | 2,514 | 3,809 | 568 | 5,980 | 6,548 | 1,147 | 1998 | ||||||||||||||||||||||||||
Boardman, OH | (C | ) | 64 | 745 | 2,067 | 287 | 2,589 | 2,876 | 1,005 | 1980 | ||||||||||||||||||||||||||
Brecksville, OH | (A | ) | 228 | 2,545 | 1,199 | 442 | 3,530 | 3,972 | 834 | 1998 | ||||||||||||||||||||||||||
Centerville, OH | (E | ) | 471 | 3,705 | 4 | 471 | 3,709 | 4,180 | 32 | 2004 | ||||||||||||||||||||||||||
Centerville, OH | (F | ) | 332 | 1,757 | 2 | 332 | 1,759 | 2,091 | 15 | 2004 | ||||||||||||||||||||||||||
Dayton, OH | (F | ) | 323 | 2,070 | 2 | 323 | 2,072 | 2,395 | 18 | 2004 | ||||||||||||||||||||||||||
Euclid I, OH | (A | ) | 200 | 1,053 | 1,793 | 317 | 2,729 | 3,046 | 1,117 | 1988 | ||||||||||||||||||||||||||
Euclid II, OH | (A | ) | 359 | 0 | 1,559 | 461 | 1,457 | 1,918 | 229 | 1988 | ||||||||||||||||||||||||||
Hudson, OH | (A | ) | 195 | 2,198 | 556 | 274 | 2,675 | 2,949 | 710 | 1998 | ||||||||||||||||||||||||||
Lakewood, OH | (F | ) | 405 | 854 | 398 | 405 | 1,252 | 1,657 | 573 | 1989 | ||||||||||||||||||||||||||
Mason, OH | (A | ) | 127 | 1,419 | 184 | 149 | 1,581 | 1,730 | 467 | 1998 |
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Gross Carrying | ||||||||||||||||||||||||||||||||||||
Initial Cost | Costs | Amount at December 31, 2004 | ||||||||||||||||||||||||||||||||||
Subsequent | Accumulated | Year | ||||||||||||||||||||||||||||||||||
Building and | to | Building and | Depreciation | Acquired/ | ||||||||||||||||||||||||||||||||
Description | Encumbrances | Land | Improvements | Acquisition | Land | Improvements | Total | (G) | Developed | |||||||||||||||||||||||||||
Miamisburg, OH | (E | ) | 375 | 2,410 | 2 | 375 | 2,412 | 2,787 | 21 | 2004 | ||||||||||||||||||||||||||
Middleburg Heights, OH | (A | ) | 63 | 704 | 1,691 | 332 | 2,126 | 2,458 | 474 | 1980 | ||||||||||||||||||||||||||
North Canton I, OH | (F | ) | 209 | 846 | 729 | 304 | 1,480 | 1,784 | 887 | 1979 | ||||||||||||||||||||||||||
North Canton II, OH | (F | ) | 70 | 1,226 | 1,196 | 239 | 2,253 | 2,492 | 1,364 | 1983 | ||||||||||||||||||||||||||
North Olmsted I, OH | (A | ) | 63 | 704 | 1,204 | 214 | 1,757 | 1,971 | 460 | 1979 | ||||||||||||||||||||||||||
North Olmsted II, OH | (C | ) | 290 | 1,129 | 1,007 | 469 | 1,957 | 2,426 | 709 | 1988 | ||||||||||||||||||||||||||
North Randall, OH | (C | ) | 515 | 2,323 | 2,712 | 898 | 4,652 | 5,550 | 688 | 1998 | ||||||||||||||||||||||||||
Warrensville Heights, OH | (B | ) | 525 | 766 | 2,876 | 935 | 3,232 | 4,167 | 527 | 1980 | ||||||||||||||||||||||||||
Youngstown, OH | (F | ) | 67 | 0 | 1,582 | 204 | 1,445 | 1,649 | 699 | 1977 | ||||||||||||||||||||||||||
Levittown, PA | (C | ) | 926 | 5,296 | 749 | 926 | 6,045 | 6,971 | 1,035 | 2001 | ||||||||||||||||||||||||||
Philadelphia, PA | (D | ) | 1,461 | 8,334 | 417 | 1,461 | 8,751 | 10,212 | 2,058 | 2001 | ||||||||||||||||||||||||||
Hilton Head I, SC | (A | ) | 129 | 1,446 | 6,357 | 798 | 7,134 | 7,932 | 1,649 | 1997 | ||||||||||||||||||||||||||
Hilton Head II, SC | (A | ) | 150 | 1,767 | 996 | 315 | 2,598 | 2,913 | 681 | 1997 | ||||||||||||||||||||||||||
Summerville, SC | (A | ) | 143 | 1,643 | 710 | 313 | 2,183 | 2,496 | 549 | 1998 | ||||||||||||||||||||||||||
Knoxville I, TN | (F | ) | 99 | 1,113 | 221 | 102 | 1,331 | 1,433 | 421 | 1997 | ||||||||||||||||||||||||||
Knoxville II, TN | (F | ) | 117 | 1,308 | 259 | 129 | 1,555 | 1,684 | 431 | 1997 | ||||||||||||||||||||||||||
Knoxville III, TN | (A | ) | 182 | 2,053 | 772 | 331 | 2,676 | 3,007 | 673 | 1998 | ||||||||||||||||||||||||||
Knoxville IV, TN | (A | ) | 158 | 1,771 | 771 | 310 | 2,390 | 2,700 | 562 | 1998 | ||||||||||||||||||||||||||
Knoxville V, TN | (A | ) | 134 | 1,493 | 482 | 235 | 1,874 | 2,109 | 478 | 1998 | ||||||||||||||||||||||||||
Memphis I, TN | (F | ) | 677 | 3,880 | 781 | 677 | 4,661 | 5,338 | 811 | 2001 | ||||||||||||||||||||||||||
Memphis II, TN | (F | ) | 395 | 2,276 | 74 | 395 | 2,350 | 2,745 | 452 | 2001 | ||||||||||||||||||||||||||
Milwaukee, WI | (E | ) | 375 | 4,333 | 3 | 375 | 4,336 | 4,711 | 37 | 2004 | ||||||||||||||||||||||||||
Corporate Office, OH | 0 | 0 | 1,400 | 0 | 1,400 | 1,400 | 686 | 1977 | ||||||||||||||||||||||||||||
$ | 105,785 | $ | 553,169 | $ | 192,674 | $ | 136,168 | $ | 715,460 | $ | 851,628 | $ | 122,473 | |||||||||||||||||||||||
(A) | This facility is part of the 41 storage facilities pool which secures the $70.0 million loan from Lehman Capital. |
(B) | This facility is part of the 10 storage facilities pool which secures the $42.0 million loan from Lehman Brothers Bank. |
(C) | This facility is part of the 21 storage facilities pool which secures the $90.0 million loan from Lehman Capital. |
(D) | This facility is part of the 18 storage facilities pool which secures the $90.0 million loan from Lehman Capital. |
(E) | This facility is part of the 26 storage facilities pool which secures the $90.0 million loan from Lehman Brothers Bank. |
(F) | This facility participates in the $150.0 million revolving line of credit from Lehman Brothers, Inc. and Wachovia Capital Markets, LLC. |
(G) | Depreciation on the buildings and improvements is recorded on a straight-line basis over their estimated useful lives, which range from five to forty years. |
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2004(1) | 2003 | 2002 | |||||||||||
Storage Facilities | |||||||||||||
Balance of beginning of year | $ | 495,181 | $ | 492,067 | $ | 439,358 | |||||||
Acquisitions & Improvements | 228,500 | 8,808 | 52,709 | ||||||||||
Dispositions and other | (725 | ) | (5,694 | ) | — | ||||||||
Step up adjustment | 128,672 | — | — | ||||||||||
Balance at end of year | $ | 851,628 | $ | 495,181 | $ | 492,067 | |||||||
Accumulated Depreciation | |||||||||||||
Balance at beginning of year | 99,582 | 80,835 | 61,179 | ||||||||||
Depreciation expense | 22,328 | 19,494 | 19,656 | ||||||||||
Disposition and other | 563 | (747 | ) | — | |||||||||
Balance at end of year | 122,473 | 99,582 | 80,835 | ||||||||||
Net storage facility assets | $ | 729,155 | $ | 395,599 | $ | 411,232 | |||||||
(1) | The twelve months ended December 31, 2004 represents consolidated operating results for the Company from October 21, 2004 to December 31, 2004 and combined operating results for the Predecessor for January 1, 2004 to October 20, 2004. |
F-66
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F-67
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Six Months | ||||||||||
Ended | Year Ended | |||||||||
June 30, | December 31, | |||||||||
2005 | 2004 | |||||||||
(Unaudited) | ||||||||||
Operating revenues | ||||||||||
Rental, net of rental discounts | $ | 12,103,302 | $ | 23,773,455 | ||||||
Merchandise sales and other income | 620,209 | 1,238,639 | ||||||||
Total operating revenues | 12,723,511 | 25,012,094 | ||||||||
Specified expenses | ||||||||||
Cost of operations | 4,835,221 | 8,949,379 | ||||||||
Management fees | 670,962 | 1,301,646 | ||||||||
Total specified expenses | 5,506,183 | 10,251,025 | ||||||||
Operating revenues in excess of specified expenses | $ | 7,217,328 | $ | 14,761,069 | ||||||
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F-69
Table of Contents
Liberty Self-Stor, Inc.
January 28, 2005
F-70
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Three Months Ended | Year Ended | |||||||||
March 31, 2005 | December 31, 2004 | |||||||||
(Unaudited) | ||||||||||
Revenues: | ||||||||||
Revenues from real estate operations | $ | 1,250,674 | $ | 5,180,356 | ||||||
Expenses: | ||||||||||
Property operating expenses | 496,612 | 1,939,640 | ||||||||
Revenues in Excess of Certain Expenses | $ | 754,062 | $ | 3,240,716 | ||||||
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F-72
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F-73
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F-74
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Year Ended | |||||
December 31, 2004 | |||||
Revenue: | |||||
Base rents | $ | 1,835,122 | |||
Certain Operating Expenses: | |||||
Property operating expenses | 446,071 | ||||
General and administrative expenses | 104,618 | ||||
Real estate taxes | 201,356 | ||||
752,045 | |||||
Revenue in excess of certain operating expenses | $ | 1,083,077 | |||
F-75
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Legal Name | Address | Units | ||||
Ford Storage East Windsor, LLC | East Windsor, CT | 326 | ||||
Ford Storage Monroe, LLC | Monroe, CT | 411 | ||||
Ford Storage Manchester, LLC | Manchester, CT | 419 | ||||
Ford Storage Newington, LLC | Newington, CT | 264 | ||||
Ford Storage Newington, LLC | Newington, CT | 222 |
F-76
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/s/ | The Schonbraun McCann Group LLC |
F-77
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Revenue | |||||
Base rents | $ | 2,220,764 | |||
Other income | 78,982 | ||||
2,299,746 | |||||
Certain Operating Expenses | |||||
Property operating expenses | 424,730 | ||||
General and administrative expenses | 54,365 | ||||
Real estate taxes | 146,656 | ||||
625,751 | |||||
Revenue in excess of certain operating expenses | $ | 1,673,995 | |||
F-78
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Legal Name | Address | Units | ||||||
A-1 Self Storage LLC | Stamford, CT | 369 | ||||||
Autumn Ridge, LTD | Old Saybrook, CT | 725 | ||||||
Autumn Ridge, LTD | Old Saybrook, CT | 256 | ||||||
A-1 Bristol Self Storage, LLC | Bristol, CT | 504 |
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F-80
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2004 | 2003 | 2002 | |||||||||||
REVENUES: | |||||||||||||
Rent | $ | 1,663,509 | $ | 973,740 | $ | 7,326 | |||||||
Other | 47,345 | 25,215 | 29 | ||||||||||
1,710,854 | 998,955 | 7,355 | |||||||||||
CERTAIN EXPENSES: | |||||||||||||
Property operating expenses | 811,578 | 514,962 | 915 | ||||||||||
Management fees — related party | 101,049 | 60,028 | 641 | ||||||||||
912,627 | 574,990 | 1,556 | |||||||||||
REVENUES IN EXCESS OF CERTAIN EXPENSES | $ | 798,227 | $ | 423,965 | $ | 5,799 | |||||||
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Table of Contents
1. | ACQUISITION OF PROPERTIES, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES |
F-82
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/s/ | The Schonbraun McCann Group LLC |
F-83
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For the period | |||||||||
January 1, 2005 | |||||||||
through | |||||||||
June 30, 2005 | Year Ended | ||||||||
(Unaudited) | December 31, 2004 | ||||||||
Revenue | |||||||||
Base rents | $ | 792,545 | $ | 1,694,552 | |||||
Other income | 37,837 | 103,622 | |||||||
830,382 | 1,798,174 | ||||||||
Certain Operating Expenses | |||||||||
Property operating expenses | 138,357 | 244,931 | |||||||
General and administrative expenses | 35,066 | 79,942 | |||||||
Real estate taxes | 170,600 | 317,480 | |||||||
344,023 | 642,353 | ||||||||
Revenue in excess of certain operating expenses | $ | 486,359 | $ | 1,155,821 | |||||
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1. | BASIS OF PRESENTATION |
2. | USE OF ESTIMATES |
3. | REVENUE RECOGNITION |
4. | PROPERTY OPERATING EXPENSES |
5. | ADVERTISING |
6. | INTERIM UNAUDITED FINANCIAL INFORMATION |
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F-86
Table of Contents
For the period | |||||||||
January 1, 2005 | |||||||||
through | |||||||||
June 30, 2005 | Year Ended | ||||||||
(Unaudited) | December 31, 2004 | ||||||||
Revenue | |||||||||
Base rents | $ | 1,726,829 | $ | 2,621,944 | |||||
Other income | 144,234 | 215,515 | |||||||
1,871,063 | 2,837,459 | ||||||||
Certain Operating Expenses | |||||||||
Property operating expenses | 751,678 | 1,357,607 | |||||||
General and administrative expenses | 68,304 | 115,889 | |||||||
Real estate taxes | 355,389 | 619,865 | |||||||
1,175,371 | 2,093,361 | ||||||||
Revenue in excess of certain operating expenses | $ | 695,692 | $ | 744,098 | |||||
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Table of Contents
1. | BASIS OF PRESENTATION |
Legal Name | Location | Units | ||||||
Republic Garland Self Stor, LP | Garland, TX | 486 | (1) | |||||
Basswood Self Stor, LP | Fort Worth, TX | 409 | ||||||
Davis Self Stor, LP | North Richland Hills, TX | 459 | ||||||
Sandstor Partners 108, LP | Austin, TX | 552 | ||||||
Storage Holding Midway, LP | Dallas, TX | 561 | ||||||
Storage Holding Frisco, LP | Frisco, TX | 629 | (2) | |||||
Storage Holdings Eastchase, LP | Fort Worth, TX | 674 | ||||||
Republic Manchaca Self Stor, LP | Austin, TX | 570 | ||||||
Storage Holding Mansfield, LP | Mansfield, TX | 478 | ||||||
Republic Stassney Self Stor, LP | Austin, TX | 587 | (3) | |||||
Interstate 10 Self Stor, LP | San Antonio, TX | 676 | (4) |
(1) | Placed in service April 2004. |
(2) | Placed in service February 2004. |
(3) | Placed in service June 2004. |
(4) | Placed in service September 2004. |
2. | USE OF ESTIMATES |
3. | REVENUE RECOGNITION |
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4. | PROPERTY OPERATING EXPENSES |
5. | ADVERTISING |
6. | INTERIM UNAUDITED FINANCIAL INFORMATION |
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Table of Contents
Item 31. | Other Expenses of Issuance and Distribution |
Securities and Exchange Commission registration fee | $ | 43,531 | |||
NASD fee | 37,484 | ||||
New York Stock Exchange Listing Fee | 52,500 | ||||
Printing and engraving expenses | 225,000 | ||||
Legal fees and expenses | 450,000 | ||||
Accounting fees and expenses | 345,000 | ||||
Blue Sky fees and expenses (including legal fees) | 1,000 | ||||
Transfer agent and registrar fees and expenses | 1,500 | ||||
Miscellaneous | 129,985 | ||||
Total | $ | 1,286,000 | |||
Item 32. | Sales to Special Parties |
Item 33. | Recent Sales of Unregistered Securities |
• | Robert J. Amsdell, our Chairman and Chief Executive Officer, received approximately 151,000 shares (with a value of approximately $2.4 million) in connection with the merger of High Tide LLC and Amsdell Partners, Inc., which were existing partners of the operating partnership, into us; | |
• | The Robert J. Amsdell Family Irrevocable Trust, a trust formed for the benefit of the family of Robert J. Amsdell, received approximately 3.9 million shares (with a value of approximately $62.7 million) in connection with the merger of High Tide LLC and Amsdell Partners, Inc., which were existing partners of our operating partnership, into us; | |
• | Barry L. Amsdell, one of our trustees, received approximately 151,000 shares (with a value of approximately $2.4 million) in connection with the merger of High Tide LLC and Amsdell Partners, Inc., which were existing partners of our operating partnership, into us; | |
• | The Loretta Amsdell Family Irrevocable Trust, a trust formed for the benefit of the family of Barry L. Amsdell, received approximately 3.9 million shares (with a value of approximately $62.7 million) in connection with the merger of High Tide LLC and Amsdell Partners, Inc., which were existing partners of our operating partnership, into us; and | |
• | Todd C. Amsdell, our Chief Operating Officer, received approximately 430,000 shares (with a value of approximately $6.9 million) in connection with the merger of High Tide LLC and Amsdell Partners, Inc., which were existing partners of our operating partnership, into us. |
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Table of Contents
Item 34. | Indemnification of Directors and Officers |
See Index to Financial Statements. |
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Table of Contents
Exhibit No. | ||||
1 | .1 | Form of Underwriting Agreement. | ||
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 on Form 8-K, filed on November 2, 2004. | ||
3 | .2* | Bylaws of U-Store-It Trust, incorporated by reference to Exhibit 3.2 to Amendment No. 2 to the Company’s Registration Statement on Form S-11, File No. 333-117848. | ||
4 | .1* | Form of Common Share Certificate, incorporated by reference to Exhibit 4.1 to Amendment No. 3 to the Company’s Registration Statement on Form S-11, File No. 333-117848. | ||
5 | .1† | Opinion of Hogan & Hartson L.L.P. regarding the validity of the securities being registered. | ||
8 | .1† | Opinion of Hogan & Hartson L.L.P. regarding tax matters. | ||
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 on Form 8-K, filed on November 2, 2004. | ||
10 | .2* | Loan Agreement dated as of October 27, 2004 by and between YSI I LLC and Lehman Brothers Holdings Inc. d/b/a Lehman Capital, a division of Lehman Brothers Holdings Inc., incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on November 2, 2004. | ||
10 | .3* | 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 on Form 8-K, filed on November 2, 2004. | ||
10 | .4* | 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 on Form 8-K, filed on November 2, 2004. | ||
10 | .5* | Credit Agreement dated as of October 27, 2004 by and among U-Store-It Trust, U-Store-It, L.P., the several lenders from time to time parties thereto, Lehman Brothers Inc., Wachovia Capital Markets, LLC, SunTrust Bank, LaSalle Bank National Association and Lehman Commercial Paper Inc., incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed on November 2, 2004. | ||
10 | .6* | 2004 Equity Incentive Plan of U-Store-It Trust effective as of October 19, 2004, incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed on November 2, 2004. | ||
10 | .7* | Stock Purchase Agreement dated as of October 27, 2004 by and among U-Store-It Trust, Robert J. Amsdell, Barry L. Amsdell, Todd C. Amsdell, the Robert J. Amsdell Family Irrevocable Trust dated June 4, 1998 and the Loretta Amsdell Family Irrevocable Trust dated June 4, 1998, relating to the purchase of U-Store-It Mini Warehouse Co., incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K, filed on November 2, 2004. | ||
10 | .8* | 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 on Form 8-K, filed on November 2, 2004. | ||
10 | .9* | 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 on Form 8-K, filed on November 2, 2004. | ||
10 | .10* | 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 on Form 8-K, filed on November 2, 2004. | ||
10 | .11* | Registration Rights Agreement dated as of October 27, 2004 by and among U-Store-It Trust, Robert J. Amsdell, Barry L. Amsdell, Todd C. Amsdell, the Robert J. Amsdell Family Irrevocable Trust dated June 4, 1998, the Loretta Amsdell Family Irrevocable Trust dated June 4, 1998, Amsdell Holdings I, Inc., Amsdell and Amsdell and Robert J. Amsdell, Trustee, incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K, filed on November 2, 2004. | ||
10 | .12* | 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 on Form 8-K, filed on November 2, 2004. | ||
10 | .13* | Indemnification Agreement dated as of October 27, 2004 by and among U-Store-It Trust, U-Store-It, L.P. and Steven G. Osgood, incorporated by reference to Exhibit 10.13 to the Company’s Current Report on Form 8-K, filed on November 2, 2004. | ||
10 | .14* | 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 on Form 8-K, filed on November 2, 2004. |
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Exhibit No. | ||||
10 | .15* | 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 on Form 8-K, filed on November 2, 2004. | ||
10 | .16* | Indemnification Agreement dated as of October 27, 2004 by and among U-Store-It Trust, U-Store-It, L.P. and Tedd D. Towsley, incorporated by reference to Exhibit 10.16 to the Company’s Current Report on Form 8-K, filed on November 2, 2004. | ||
10 | .17* | 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 on Form 8-K, filed on November 2, 2004. | ||
10 | .18* | Indemnification Agreement dated as of October 27, 2004 by and among U-Store-It Trust, U-Store-It, L.P. and Thomas A Commes, incorporated by reference to Exhibit 10.18 to the Company’s Current Report on Form 8-K, filed on November 2, 2004. | ||
10 | .19* | 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 on Form 8-K, filed on November 2, 2004. | ||
10 | .20* | 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 on Form 8-K, filed on November 2, 2004. | ||
10 | .21* | 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 on Form 8-K, filed on November 2, 2004. | ||
10 | .22* | 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 on Form 8-K, filed on November 2, 2004. | ||
10 | .23* | Noncompetition Agreement dated as of October 27, 2004 by and between U-Store-It Trust and Steven G. Osgood, incorporated by reference to Exhibit 10.23 to the Company’s Current Report on Form 8-K, filed on November 2, 2004. | ||
10 | .24* | 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 on Form 8-K, filed on November 2, 2004. | ||
10 | .25* | Noncompetition Agreement dated as of October 27, 2004 by and between U-Store-It Trust and Tedd D. Towsley, incorporated by reference to Exhibit 10.25 to the Company’s Current Report on Form 8-K, filed on November 2, 2004. | ||
10 | .26* | 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 | .27* | Employment Agreement dated as of October 27, 2004 by and between U-Store-It Trust and Robert J. Amsdell, incorporated by reference to Exhibit 10.27 to the Company’s Current Report on Form 8-K, filed on November 2, 2004. | ||
10 | .28* | Employment Agreement dated as of October 27, 2004 by and between U-Store-It Trust and Steven G. Osgood, incorporated by reference to Exhibit 10.28 to the Company’s Current Report on Form 8-K, filed on November 2, 2004. | ||
10 | .29* | Employment Agreement dated as of October 27, 2004 by and between U-Store-It Trust and Todd C. Amsdell, incorporated by reference to Exhibit 10.29 to the Company’s Current Report on Form 8-K, filed on November 2, 2004. | ||
10 | .30* | Employment Agreement dated as of October 27, 2004 by and between U-Store-It Trust and Tedd D. Towsley, incorporated by reference to Exhibit 10.30 to the Company’s Current Report on Form 8-K, filed on November 2, 2004. | ||
10 | .31* | Purchase and Sale Agreement dated as of August 13, 2004 by and between Acquiport/Amsdell I Limited Partnership and Metro Storage LLC, incorporated by reference to Exhibit 10.17 to Amendment No. 1 to the Company’s Registration Statement on Form S-11, File No. 333-117848. | ||
10 | .32* | Amendment to Purchase and Sale Agreement dated as of September 8, 2004 by and between Acquiport/Amsdell I Limited Partnership and Metro Storage LLC, incorporated by reference to Exhibit 10.18 to Amendment No. 1 to the Company’s Registration Statement on Form S-11, File No. 333-117848. | ||
10 | .33* | Contribution Agreement dated as of July 30, 2004 by and between Acquiport/Amsdell I Limited Partnership and Robert J. Amsdell, as Trustee incorporated by reference to Exhibit 10.2 to Amendment No. 1 to the Company’s Registration Statement on Form S-11, File No. 333-117848. |
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Exhibit No. | ||||
10 | .34* | Contribution Agreement dated as July 30, 2004 by and between Acquiport/Amsdell I Limited Partnership and Amsdell Holdings I, Inc. incorporated by reference to Exhibit 10.3 to Amendment No. 1 to the Company’s Registration Statement on Form S-11, File No. 333-117848. | ||
10 | .35* | Contribution Agreement dated as of July 30, 2004 by and between Acquiport/Amsdell I Limited Partnership and Amsdell and Amsdell incorporated by reference to Exhibit 10.4 to Amendment No. 1 to the Company’s Registration Statement on Form S-11, File No. 333-117848. | ||
10 | .36* | Agreement and Plan of Merger and Reorganization dated as of July 30, 2004 by and between the Company and High Tide LLC incorporated by reference to Exhibit 10.5 to Amendment No. 1 to the Company’s Registration Statement on Form S-11, File No. 333-117848. | ||
10 | .37* | Agreement and Plan of Merger dated as of July 30, 2004 by and between the Company and Amsdell Partners, Inc. incorporated by reference to Exhibit 10.6 to Amendment No. 1 to the Company’s Registration Statement on Form S-11, File No. 333-117848. | ||
10 | .38* | Partnership Reorganization Agreement dated as of July 30, 2004 by and among High Tide LLC, Amsdell Partners, Inc., Amsdell Holdings I, Inc. and Acquiport/Amsdell I Limited Partnership incorporated by reference to Exhibit 10.7 to Amendment No. 1 to the Company’s Registration Statement on Form S-11, File No. 333-117848. | ||
10 | .39* | Purchase and Sale Agreement, dated as of March 1, 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 10.1 to the Company’s Current Report on Form 8-K, filed on March 4, 2005. | ||
10 | .40* | Form of NonQualified Share Option Agreement (3 Year Vesting), incorporated by reference to Exhibit 10.40 to the Company’s Annual Report on Form 10-K, filed on March 31, 2005. | ||
10 | .41* | 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, filed on March 31, 2005. | ||
10 | .42* | Timesharing Agreement, dated October 22, 2004 by and between Amsdell Holdings I, Inc. and U-Store-It Mini Warehouse Co., incorporated by reference to Exhibit 10.42 to the Company’s Annual Report on Form 10-K, filed on March 31, 2005. | ||
10 | .43* | Trustee Compensation Schedule, incorporated by reference to Exhibit 10.43 to the Company’s Annual Report on Form 10-K, filed on March 31, 2005. | ||
10 | .44* | Schedule of 2004 Bonuses for Named Executive Officers, incorporated by reference to Exhibit 10.44 to the Company’s Annual Report on Form 10-K, filed on March 31, 2005. | ||
10 | .45* | Form of NonQualified Share Option Agreement (Deferred 3 Year Vesting), incorporated by reference to Exhibit 10.45 to the Company’s Annual Report on Form 10-K, filed on March 31, 2005. | ||
10 | .46* | Form of Trustee Restricted Share Agreement, incorporated by reference to Exhibit 10.46 to the Company’s Annual Report on Form 10-K, filed on March 31, 2005. | ||
10 | .47* | U-Store-It Trust Deferred Trustees Plan, incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed June 6, 2005. | ||
10 | .48* | 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, filed on August 12, 2005. | ||
10 | .49* | 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, filed on August 12, 2005. | ||
10 | .50* | 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, filed on August 12, 2005. | ||
10 | .51* | Amendment to Purchase and Sale Agreement, dated May 31, 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 10.5 to the Company’s Quarterly Report on Form 10-Q, filed on August 12, 2005. | ||
10 | .52* | Second Amendment to Purchase and Sale Agreement, dated July 5, 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 10.6 to the Company’s Quarterly Report on Form 10-Q, filed on August 12, 2005. |
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Exhibit No. | ||||
10 | .53* | 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 on Form 10-Q, filed on August 12, 2005. | ||
21 | .1† | List of Subsidiaries of the Company. | ||
23 | .1 | Consent of Deloitte & Touche LLP. | ||
23 | .2 | Consent of Clifton Gunderson LLP. | ||
23 | .3 | Consent of Grant Thornton LLP. | ||
23 | .4 | Consent of The Schonbraun McCann Group LLC. | ||
23 | .6† | Consent of Hogan & Hartson L.L.P. (included as part of Exhibit 5.1). | ||
23 | .7† | Consent of Hogan & Hartson L.L.P. (included as part of Exhibit 8.1). | ||
24 | .1† | Power of Attorney (included on the Signature Page at page II-7 of the Registration Statement filed with the Securities and Exchange Commission on September 12, 2005). | ||
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 on Form 10-Q, filed on August 12, 2005. |
* | Incorporated herein by reference as above indicated. |
† | Previously filed. |
(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. | |
(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and this Offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
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U-STORE-IT TRUST |
By: | /s/ Robert J. Amsdell |
Robert J. Amsdell | |
Chairman and Chief Executive Officer |
/s/ Robert J. Amsdell | Chairman of the Board of Trustees and Chief Executive Officer (Principal Executive Officer) | September 29, 2005 | ||||
/s/ Steven G. Osgood | President and Chief Financial Officer (Principal Financial Officer) | September 29, 2005 | ||||
/s/ Tedd D. Towsley | Vice President and Treasurer (Principal Accounting Officer) | September 29, 2005 | ||||
* | Trustee | September 29, 2005 | ||||
* | Trustee | September 29, 2005 | ||||
* | Trustee | September 29, 2005 | ||||
* | Trustee | September 29, 2005 | ||||
* | Trustee | September 29, 2005 | ||||
* | Trustee | September 29, 2005 | ||||
* By: /s/ Robert J. Amsdell by power of attorney |
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Table of Contents
Exhibit No. | ||||
1 | .1 | Form of Underwriting Agreement. | ||
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 on Form 8-K, filed on November 2, 2004. | ||
3 | .2* | Bylaws of U-Store-It Trust, incorporated by reference to Exhibit 3.2 to Amendment No. 2 to the Company’s Registration Statement on Form S-11, File No. 333-117848. | ||
4 | .1* | Form of Common Share Certificate, incorporated by reference to Exhibit 4.1 to Amendment No. 3 to the Company’s Registration Statement on Form S-11, File No. 333-117848. | ||
5 | .1† | Opinion of Hogan & Hartson L.L.P. regarding the validity of the securities being registered. | ||
8 | .1† | Opinion of Hogan & Hartson L.L.P. regarding tax matters. | ||
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 on Form 8-K, filed on November 2, 2004. | ||
10 | .2* | Loan Agreement dated as of October 27, 2004 by and between YSI I LLC and Lehman Brothers Holdings Inc. d/b/a Lehman Capital, a division of Lehman Brothers Holdings Inc., incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on November 2, 2004. | ||
10 | .3* | 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 on Form 8-K, filed on November 2, 2004. | ||
10 | .4* | 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 on Form 8-K, filed on November 2, 2004. | ||
10 | .5* | Credit Agreement dated as of October 27, 2004 by and among U-Store-It Trust, U-Store-It, L.P., the several lenders from time to time parties thereto, Lehman Brothers Inc., Wachovia Capital Markets, LLC, SunTrust Bank, LaSalle Bank National Association and Lehman Commercial Paper Inc., incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed on November 2, 2004. | ||
10 | .6* | 2004 Equity Incentive Plan of U-Store-It Trust effective as of October 19, 2004, incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed on November 2, 2004. | ||
10 | .7* | Stock Purchase Agreement dated as of October 27, 2004 by and among U-Store-It Trust, Robert J. Amsdell, Barry L. Amsdell, Todd C. Amsdell, the Robert J. Amsdell Family Irrevocable Trust dated June 4, 1998 and the Loretta Amsdell Family Irrevocable Trust dated June 4, 1998, relating to the purchase of U-Store-It Mini Warehouse Co., incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K, filed on November 2, 2004. | ||
10 | .8* | 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 on Form 8-K, filed on November 2, 2004. | ||
10 | .9* | 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 on Form 8-K, filed on November 2, 2004. | ||
10 | .10* | 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 on Form 8-K, filed on November 2, 2004. | ||
10 | .11* | Registration Rights Agreement dated as of October 27, 2004 by and among U-Store-It Trust, Robert J. Amsdell, Barry L. Amsdell, Todd C. Amsdell, the Robert J. Amsdell Family Irrevocable Trust dated June 4, 1998, the Loretta Amsdell Family Irrevocable Trust dated June 4, 1998, Amsdell Holdings I, Inc., Amsdell and Amsdell and Robert J. Amsdell, Trustee, incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K, filed on November 2, 2004. | ||
10 | .12* | 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 on Form 8-K, filed on November 2, 2004. | ||
10 | .13* | Indemnification Agreement dated as of October 27, 2004 by and among U-Store-It Trust, U-Store-It, L.P. and Steven G. Osgood, incorporated by reference to Exhibit 10.13 to the Company’s Current Report on Form 8-K, filed on November 2, 2004. | ||
10 | .14* | 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 on Form 8-K, filed on November 2, 2004. |
Table of Contents
Exhibit No. | ||||
10 | .15* | 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 on Form 8-K, filed on November 2, 2004. | ||
10 | .16* | Indemnification Agreement dated as of October 27, 2004 by and among U-Store-It Trust, U-Store-It, L.P. and Tedd D. Towsley, incorporated by reference to Exhibit 10.16 to the Company’s Current Report on Form 8-K, filed on November 2, 2004. | ||
10 | .17* | 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 on Form 8-K, filed on November 2, 2004. | ||
10 | .18* | Indemnification Agreement dated as of October 27, 2004 by and among U-Store-It Trust, U-Store-It, L.P. and Thomas A Commes, incorporated by reference to Exhibit 10.18 to the Company’s Current Report on Form 8-K, filed on November 2, 2004. | ||
10 | .19* | 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 on Form 8-K, filed on November 2, 2004. | ||
10 | .20* | 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 on Form 8-K, filed on November 2, 2004. | ||
10 | .21* | 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 on Form 8-K, filed on November 2, 2004. | ||
10 | .22* | 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 on Form 8-K, filed on November 2, 2004. | ||
10 | .23* | Noncompetition Agreement dated as of October 27, 2004 by and between U-Store-It Trust and Steven G. Osgood, incorporated by reference to Exhibit 10.23 to the Company’s Current Report on Form 8-K, filed on November 2, 2004. | ||
10 | .24* | 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 on Form 8-K, filed on November 2, 2004. | ||
10 | .25* | Noncompetition Agreement dated as of October 27, 2004 by and between U-Store-It Trust and Tedd D. Towsley, incorporated by reference to Exhibit 10.25 to the Company’s Current Report on Form 8-K, filed on November 2, 2004. | ||
10 | .26* | 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 | .27* | Employment Agreement dated as of October 27, 2004 by and between U-Store-It Trust and Robert J. Amsdell, incorporated by reference to Exhibit 10.27 to the Company’s Current Report on Form 8-K, filed on November 2, 2004. | ||
10 | .28* | Employment Agreement dated as of October 27, 2004 by and between U-Store-It Trust and Steven G. Osgood, incorporated by reference to Exhibit 10.28 to the Company’s Current Report on Form 8-K, filed on November 2, 2004. | ||
10 | .29* | Employment Agreement dated as of October 27, 2004 by and between U-Store-It Trust and Todd C. Amsdell, incorporated by reference to Exhibit 10.29 to the Company’s Current Report on Form 8-K, filed on November 2, 2004. | ||
10 | .30* | Employment Agreement dated as of October 27, 2004 by and between U-Store-It Trust and Tedd D. Towsley, incorporated by reference to Exhibit 10.30 to the Company’s Current Report on Form 8-K, filed on November 2, 2004. | ||
10 | .31* | Purchase and Sale Agreement dated as of August 13, 2004 by and between Acquiport/Amsdell I Limited Partnership and Metro Storage LLC, incorporated by reference to Exhibit 10.17 to Amendment No. 1 to the Company’s Registration Statement on Form S-11, File No. 333-117848. | ||
10 | .32* | Amendment to Purchase and Sale Agreement dated as of September 8, 2004 by and between Acquiport/Amsdell I Limited Partnership and Metro Storage LLC, incorporated by reference to Exhibit 10.18 to Amendment No. 1 to the Company’s Registration Statement on Form S-11, File No. 333-117848. | ||
10 | .33* | Contribution Agreement dated as of July 30, 2004 by and between Acquiport/Amsdell I Limited Partnership and Robert J. Amsdell, as Trustee incorporated by reference to Exhibit 10.2 to Amendment No. 1 to the Company’s Registration Statement on Form S-11, File No. 333-117848. |
Table of Contents
Exhibit No. | ||||
10 | .34* | Contribution Agreement dated as July 30, 2004 by and between Acquiport/Amsdell I Limited Partnership and Amsdell Holdings I, Inc. incorporated by reference to Exhibit 10.3 to Amendment No. 1 to the Company’s Registration Statement on Form S-11, File No. 333-117848. | ||
10 | .35* | Contribution Agreement dated as of July 30, 2004 by and between Acquiport/Amsdell I Limited Partnership and Amsdell and Amsdell incorporated by reference to Exhibit 10.4 to Amendment No. 1 to the Company’s Registration Statement on Form S-11, File No. 333-117848. | ||
10 | .36* | Agreement and Plan of Merger and Reorganization dated as of July 30, 2004 by and between the Company and High Tide LLC incorporated by reference to Exhibit 10.5 to Amendment No. 1 to the Company’s Registration Statement on Form S-11, File No. 333-117848. | ||
10 | .37* | Agreement and Plan of Merger dated as of July 30, 2004 by and between the Company and Amsdell Partners, Inc. incorporated by reference to Exhibit 10.6 to Amendment No. 1 to the Company’s Registration Statement on Form S-11, File No. 333-117848. | ||
10 | .38* | Partnership Reorganization Agreement dated as of July 30, 2004 by and among High Tide LLC, Amsdell Partners, Inc., Amsdell Holdings I, Inc. and Acquiport/Amsdell I Limited Partnership incorporated by reference to Exhibit 10.7 to Amendment No. 1 to the Company’s Registration Statement on Form S-11, File No. 333-117848. | ||
10 | .39* | Purchase and Sale Agreement, dated as of March 1, 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 10.1 to the Company’s Current Report on Form 8-K, filed on March 4, 2005. | ||
10 | .40* | Form of NonQualified Share Option Agreement (3 Year Vesting), incorporated by reference to Exhibit 10.40 to the Company’s Annual Report on Form 10-K, filed on March 31, 2005. | ||
10 | .41* | 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, filed on March 31, 2005. | ||
10 | .42* | Timesharing Agreement, dated October 22, 2004 by and between Amsdell Holdings I, Inc. and U-Store-It Mini Warehouse Co., incorporated by reference to Exhibit 10.42 to the Company’s Annual Report on Form 10-K, filed on March 31, 2005. | ||
10 | .43* | Trustee Compensation Schedule, incorporated by reference to Exhibit 10.43 to the Company’s Annual Report on Form 10-K, filed on March 31, 2005. | ||
10 | .44* | Schedule of 2004 Bonuses for Named Executive Officers, incorporated by reference to Exhibit 10.44 to the Company’s Annual Report on Form 10-K, filed on March 31, 2005. | ||
10 | .45* | Form of NonQualified Share Option Agreement (Deferred 3 Year Vesting), incorporated by reference to Exhibit 10.45 to the Company’s Annual Report on Form 10-K, filed on March 31, 2005. | ||
10 | .46* | Form of Trustee Restricted Share Agreement, incorporated by reference to Exhibit 10.46 to the Company’s Annual Report on Form 10-K, filed on March 31, 2005. | ||
10 | .47* | U-Store-It Trust Deferred Trustees Plan, incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed June 6, 2005. | ||
10 | .48* | 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, filed on August 12, 2005. | ||
10 | .49* | 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, filed on August 12, 2005. | ||
10 | .50* | 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, filed on August 12, 2005. | ||
10 | .51* | Amendment to Purchase and Sale Agreement, dated May 31, 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 10.5 to the Company’s Quarterly Report on Form 10-Q, filed on August 12, 2005. | ||
10 | .52* | Second Amendment to Purchase and Sale Agreement, dated July 5, 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 10.6 to the Company’s Quarterly Report on Form 10-Q, filed on August 12, 2005. | ||
10 | .53* | 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 on Form 10-Q, filed on August 12, 2005. | ||
21 | .1† | List of Subsidiaries of the Company. |
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Exhibit No. | ||||
23 | .1 | Consent of Deloitte & Touche LLP. | ||
23 | .2 | Consent of Clifton Gunderson LLP. | ||
23 | .3 | Consent of Grant Thornton LLP. | ||
23 | .4 | Consent of The Schonbraun McCann Group LLC. | ||
23 | .6† | Consent of Hogan & Hartson L.L.P. (included as part of Exhibit 5.1). | ||
23 | .7† | Consent of Hogan & Hartson L.L.P. (included as part of Exhibit 8.1). | ||
24 | .1† | Power of Attorney (included on the Signature Page at page II-7 of the Registration Statement filed with the Securities and Exchange Commission on September 12, 2005). | ||
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 on Form 10-Q, filed on August 12, 2005. |
* | Incorporated herein by reference as above indicated. |
† | Previously filed. |