CubeSmart (CUBE) 8-K/A Financial Statements and Exhibits

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT
Pursuant to Section 13 or 15(d)
Of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 20, 2005

U-STORE-IT TRUST

(Exact Name of Registrant as Specified in its Charter)

Maryland	001-32324	20-1024732
(State or Other Jurisdiction of	(Commission File Number)	(IRS Employer Identification No.)
Incorporation or Organization)

6745 Engle Road, Suite 300
Cleveland, OH 44130

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (440) 234-0700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

EXPLANATORY NOTE:

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, U-Store-It Trust (the “Company”) hereby amends its Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 26, 2005, for the purpose of filing the financial statements and pro forma financial information required by Item 9.01 of Form 8-K with respect to the Company’s acquisition of National Self Storage Operating Entities (“National”) in accordance with Rule 3-14 and Article 11 of Regulation S-X. In addition, the Company completed acquisitions of other self-storage facilities during 2005 and is including their results in the pro forma financial information.

In accordance with Rule 3-14 and Article 11 of Regulation S-X, the Company hereby files the following financial statements and pro forma financial information.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

National Self Storage Operating Entities

Independent Auditors’ Report.

Summary of Historical Information Relating to Combined Operating Revenues and Specified Expenses for the Six Months Ended June 30, 2005 (unaudited) and Year Ended December 31, 2004.

Notes to Summary of Historical Information Relating to Combined Operating Revenues and Specified Expenses.

(b) Pro Forma Financial Information.

Unaudited Pro Forma Condensed Consolidated Financial Information.

Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2005.

Notes to the Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2005.

Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Six Months Ended June 30, 2005.

Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Twelve Months Ended December 31, 2004.

Notes to the Unaudited Pro Forma Condensed Consolidated Statements of Operations.

2

INDEX TO FINANCIAL STATEMENTS

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION OF U-STORE-IT TRUST AND SUBSIDIARIES (THE “COMPANY”):
Unaudited Pro Forma Condensed Consolidated Balance Sheet Information as of June 30, 2005	4
Notes to the Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2005	5
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Six Months Ended June 30, 2005	8
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Twelve Months Ended December 31, 2004	9
Notes to the Unaudited Pro Forma Condensed Consolidated Statements of Operations	10
NATIONAL SELF STORAGE OPERATING ENTITIES
Independent Auditors’ Report	20
Summary of Historical Information Relating to Combined Operating Revenues and Specified Expenses	21
Note to Summary of Historical Information Relating to Combined Operating Revenues and Specified Expenses	22

3

U-STORE-IT TRUST

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
June 30, 2005
(Dollars in Thousands)

				Completed and Probable			Completed							Probable
				Financing			Facility							Facility			U-Store-It
	Historical			Transactions			Acquisitions							Acquisitions			Trust
	(1)			(2)			(3)				Subtotal			(4)			Pro Forma
ASSETS
Storage facilities — net	$	847,539		$	—		$	303,012		(iii)	$	1,150,551		$	82,828		$	1,233,379
Cash		5,808			167,424	(i)		(71,700	)	(i)		101,532			(70,037	)		31,495
Restricted cash		14,090			—			—				14,090			—			14,090
Loan procurement costs — net		6,932			2,576	(ii)		—				9,508			—			9,508
Other assets		5,244			—			98		(iii)		5,342			—			5,342
TOTAL	$	879,613		$	170,000		$	231,410			$	1,281,023		$	12,791		$	1,293,814
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES
Loans payable	$	489,372		$	170,000	(iii)	$	169,542		(ii)	$	828,914		$	12,791		$	841,705
Capital lease obligations		90			—			—				90			—			90
Accounts payable and accrued expenses		12,234			—			95		(ii)		12,329			—			12,329
Distribution payable		10,457			—			—				10,457			—			10,457
Rents received in advance		6,917			—			195		(ii)		7,112			—			7,112
Security deposits		609			—			78		(ii)		687			—			687
Total liabilities		519,679		$	170,000			169,910		(ii)		859,589			12,791			872,380
MINORITY INTEREST		17,275			—			34,140		(iv)		51,415			—			51,415
SHAREHOLDERS’ EQUITY:
Common shares		373			—			—				373			—			373
Additional paid-in-capital		396,932			—			27,360		(iv)		424,292			—			424,292
Unearned share grant compensation		(82	)		—			—				(82	)		—			(82	)
Accumulated deficit		(54,564	)		—			—				(54,564	)		—			(54,564	)
Total shareholders’ equity		342,659			—			27,360				370,019			—			370,019
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	879,613		$	170,000		$	231,410			$	1,281,023		$	12,791		$	1,293,814

See accompanying notes.

4

NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
BALANCE SHEET
June 30, 2005
(Dollars in Thousands)

Presentation

     The accompanying Unaudited Pro Forma Condensed Consolidated Balance Sheet of the Company reflects adjustments related to (1)the Company’s financing transactions completed subsequent to June 30, 2005, (2) a currently pending financing transaction, (3) the acquisition of 88 self-storage facilities (including National) completed subsequent to June 30, 2005 and (4) the probable acquisitions of 17 self-storage facilities, and is presented as if they all had occurred on June 30, 2005.

     In the opinion of the Company’s management, all material adjustments necessary to reflect the effects of the preceding transactions have been made. The Unaudited Pro Forma Condensed Consolidated Balance Sheet is presented for illustrative purposes only and is not necessarily indicative of what the actual financial position of the Company would have been had the acquisitions and financings described above occurred on June 30, 2005, nor does it purport to represent the future financial position of the Company. This Unaudited Pro Forma Consolidated Balance Sheet should be read in conjunction with the Company’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2005.

Notes

(1) Reflects the historical condensed consolidated balance sheet of U-Store-It Trust as of June 30, 2005 (Unaudited).

5

NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
BALANCE SHEET
June 30, 2005
(Dollars in Thousands)

(2) Reflects financing transactions which U-Store-It Trust completed subsequent to June 30, 2005 and a currently probable financing transaction. Proceeds from the completed mortgage loans were primarily used to fund acquisitions 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 probable 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 probable financing transactions:

Multi-facility 5.13% mortgage loan, 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 probable financial transactions:	$	2,576

(iii) As part of the completed and probable 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 National Self Storage acquisition.

(3)	Represents the adjustments related to the acquisition of 88 self-storage facilities. These acquisitions were completed from July 1, 2005 through September 27, 2005.
	The acquisition cost for the assets is calculated as follows:

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; a portion of this cash was provided by financing described above	$	(71,700	)
(ii) As part of the completed facility acquisition 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

6

NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
BALANCE SHEET
June 30, 2005
(Dollars in thousands)

(iii) The allocation of the aggregate acquisition cost to the assets acquired is as follows:
Storage facilities	$	303,012
Other assets		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		(27,360	)(b)
Minority interest	$	34,140

(a)	Includes $2,300 mark to market adjustment.
(b)	Amount represents the dilution adjustment resulting from the issuance of operating partnership units during 2005.

(4) Represents the adjustments related to the probable acquisition of 17 self-storage facilities.

        The acquisition cost for the facilities is calculated as follows:

Paid from cash on hand	$	70,037
Fair value of debt assumed		12,791	(a)
Total acquisition cost	$	82,828

(a) Includes $400 mark to market adjustment.

7

U-STORE-IT TRUST
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 2005
(Dollars in Thousands Except Per Share Amounts)

				Completed
				and Probable			Completed					Probable
				Financing			Facility					Facility			Other			U-Store-It
	Historical			Transactions			Acquisitions					Acquisitions			Adjustments			Trust
	(1)			(2)			(3)		Subtotal			(4)			(5)			Pro Forma
REVENUES:
Rental income	$	59,077		$	—		$	20,039	$	79,116		$	2,613		$	—		$	81,729
Other property related income		4,422			—			976		5,398			85						5,483
Total revenues		63,499			—			21,015		84,514			2,698			—			87,212
OPERATING EXPENSES:
Property operating expenses		22,810			—			8,535		31,345			992			—			32,337
Depreciation		16,765			—			6,784		23,549			1,558			—			25,107
General and administrative		6,254			—			199		6,453			28			—			6,481
Total operating expenses		45,829			—			15,518		61,347			2,578			—			63,925
OPERATING INCOME		17,670			—			5,497		23,167			120			—			23,287
OTHER EXPENSE:
Interest expense		12,949			5,447	(i)		4,939		23,335			358			—			23,693
Loan procurement amortization and other expense		744			176	(ii)		—		920			—			—			920
Total other expense		13,693			5,623			4,939		24,255			358			—			24,613
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE MINORITY INTEREST		3,977			(5,623	)		558		(1,088	)		(238	)		—			(1,326	)
Minority interest		(156	)		—			—		(156	)		—			318	(i)		162
INCOME (LOSS) FROM CONTINUING OPERATIONS	$	3,821		$	(5,623	)	$	558	$	(1,244	)	$	(238	)	$	318		$	(1,164	)
Earnings (loss) from continuing operations per share:
Basic earnings (loss) per share	$	0.10																$	(0.03	)
Diluted earnings (loss) per share	$	0.10																$	(0.03	)
Weighted average share information:
Basic shares outstanding		37,477,920																	37,477,920
Diluted shares outstanding		37,501,575																	37.477,920

See accompanying notes.

8

U-STORE-IT TRUST

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Twelve Months Ended December 31, 2004
(Dollars in Thousands Except Per Share Amounts)

				IPO and			Completed and			Completed					Probable
				Related			Probable Financing			Facility					Facility			Other		U-Store-It
	Historical			Transactions			Transactions			Acquisitions					Acquisitions			Adjustments		Trust
	(6)			(7)			(8)			(9)		Subtotal			(10)			(11)		Pro Forma
REVENUES;
Rental income	$	86,945		$	—		$	—		$	68,085	$	155,030		$	3,847		$	—	$	158,877
Other property related income		4,663			1,912						3,792		10,367			110			—		10,477
Total revenues		91,608			1,912			—			71,877		165,397			3,957			—		169,354
OPERATING EXPENSES:
Property operating expenses		35,666			1,520						28,153		65,339			1,778			—		67,117
Depreciation		22,328			1,062						24,508		47,898			3,159			—		51,057
Management fees to related party/general and administrative		7,943			4,037						543		12,523			55			—		12,578
Total operating expenses		65,937			6,619			—			53,204		125,760			4,992			—		130,752
OPERATING INCOME (EXPENSE)		25,671			(4,707	)		—			18,673		39,637			(1,035	)		—		38,602
OTHER EXPENSE:
Interest expense		23,813			65			12,557	(i)		10,331		46,766			715			—		47,481
Loan procurement amortization expense and other		5,939			(5,152	)	352		(ii)		—		1,139			—			—		1,139
Early extinguishment of debt		7,012			(7,012	)		—			—		—			—			—		—
Costs incurred to acquire management company		22,152			—			—			—		22,152			—			—		22,152
Total other expense		58,916			(12,099	)		12,909			10,331		70,057			715			—		70,772
(LOSS) INCOME BEFORE MINORITY INTEREST		(33,245	)		7,392			(12,909	)		8,342		(30,420	)		(1,750	)		—		(32,170	)
Minority interest		898			—			—			—	$	898			—			3,027		3,925
INCOME (LOSS) FROM CONTINUING OPERATIONS	$	(32,347	)	$	7,392		$	(12,909	)	$	8,342		(29,522	)	$	(1,750	)	$	3,027	$	(28,245	)
Earnings (Loss) from continuing operations per share:
Basic earnings (loss) per share																				$	(0.75	)
Diluted earnings (loss) per share																				$	(0.75	)
Weighted average share information:
Basic shares outstanding																					37,477,920
Diluted shares outstanding																					37,477,920

See accompanying notes.

9

NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands)

Presentation

     The accompanying Unaudited Pro Forma Condensed Consolidated Statements of Operations of the Company for the Six Months Ended June 30, 2005 and the Twelve Months Ended December 31, 2004 are based on the Consolidated Historical Statements of Operations of the Company and are presented as if (1) the Company’s initial public offering (“IPO”) and the formation transactions that took place at the time of the IPO, (2) the financing transaction completed and pending subsequent to the IPO, (3) the acquisition of self-storage facilities completed subsequent to the IPO, and (4) the probable acquisitions of 17 self-storage facilities, all had occurred on January 1, 2004.

     In the opinion of the Company’s management, all material adjustments necessary to reflect the effects of the preceding transactions have been made. The Unaudited Pro Forma Condensed Consolidated Statements of Operations are presented for illustrative purposes only and are not necessarily indicative of what the actual results of operations would have been had the transactions described above occurred on January 1, 2004, nor does it purport to represent the future results of operations of the Company.

Notes

(1) Reflects the historical consolidated statement of income of U-Store-It Trust for the six months ended June 30, 2005 (Unaudited).

(2) Adjustments relate to the interest expense and loan procurement amortization expense related to the completed and probable financing transactions subsequent to June 30, 2005.

(i) Reflects net increase in interest expense as a result of completed and probable 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 probable 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.

10

NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in Thousands)

(3)  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 September 27, 2005. 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,				Pensacola,		Miami,							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		1		2		4					123
REVENUES:
	Rental income		$	305	$	446	$	256	$	1,200	$	362	$	170	$	277	$	308	$	12,103	$	178	$	793	$	520	$	1,190		389	$	770	$	772				$	20,039
	Other property related income					16		10		31				19		9		8		620		12		38		92		48		9		5		59					976
		Total revenues		305		462		266		1,231		362		189		286		316		12,723		190		831		612		1,238		398		775		831		0			21,015
OPERATING EXPENSES:
	Property operating expenses			148		148		90		480		43		65		118		214		4,835		81		310		312		553		102		369		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		23		83		27		(814	)(b)		199
		Total operating expenses		166		160		107		480		43		76		133		214		5,506		81		345		351		615		125		452		432		6,232			15,518
OPERATING INCOME				139		302		159		751		319		113		153		102		7,217		109		486		261		623		273		323		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		273		323		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	$	273	$	323	$	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 September 27, 2005		303,012
	$	437,723	, with $324,927 allocated to buildings and $112,796 allocated to land.

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 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.

11

NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands)

(4) Represents the following results of operations which will be reflected in our operating partnership as a result of the probable acquisition of 17 self-storage facilities.

														Total
														Probable
						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

NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands)

(5)	Reflects the allocation of income to minority interest holders (approximately 12.2%)
(6)	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.
(7)	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	)
		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

(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 (the “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 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 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.

13

NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands)

(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.
(6)	Amount represents the general and administrative overhead charges associated with the U-Store-It Mini Warehouse Co.’s headquarters.

14

NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands)

(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 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	)

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

NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands)

(8) Adjustments relate to the interest expense and loan procurement amortization expense related to the completed and probable financing transactions subsequent to December 31, 2004.

(i) Reflects increase in interest expense as a result of completed and probable 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

(ii) Represents adjustments to loan procurement expense related to the completed and probable 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.

16

NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands)

(9)  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 &				Pensacola,		Miami,							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		1		2		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	$	468	$	1,498	$	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		24		11		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		492		1,509		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		147		800		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		31		204		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		178		1,004		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		314		505		731		(22,612	)		18,763
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				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		314		505		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	$	314	$	505		731	$	(32,943	)	$	8,342

17

NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands)

(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 September 27, 2005		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

Interest 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		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.

18

NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands)

(10) Represents the results of operations which will be reflected in our operating partnership as a result of the probable acquisition of 17 self-storage facilities.

														Total Probable
						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.

(11) Reflects the allocation of income to minority interest holders (approximately 12.2%).

19

INDEPENDENT AUDITORS’ REPORT

To the Partners of

National Self Storage Operating Entities

      We have audited the accompanying Summary of Historical Information Relating to Combined Operating Revenues and Specified Expenses (Historical Summary) of the Facilities owned by National Self Storage Operating Entities for the year ended December 31, 2004. This Historical Summary is the responsibility of the management of The Schomac Group and Subsidiaries. Our responsibility is to express an opinion on the Historical Summary based on our audit.

      We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

      The accompanying Historical Summary has been prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission for inclusion in the Current Report on Form 8-K/A of U-Store-It Trust as described in Note 1 and is not intended to be a complete presentation of the revenues and expenses of the Facilities.

      In our opinion, the Historical Summary referred to above presents fairly, in all material respects, the Combined Operating Revenues and Specified Expenses described in Note 1 of the Facilities owned by National Self Storage Operating Entities for the year ended December 31, 2004, in conformity with accounting principles generally accepted in the United States of America.

/s/Clifton Gunderson LLP

Phoenix, Arizona

August 12, 2005

20

NATIONAL SELF STORAGE OPERATING ENTITIES

Summary of Historical Information Relating to Combined

Operating Revenues and Specified Expenses

			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

See accompanying notes to the summary of historical information

relating to combined operating revenues and specified expenses.

21

NATIONAL SELF STORAGE OPERATING ENTITIES

NOTES TO SUMMARY OF HISTORICAL INFORMATION RELATING TO

COMBINED OPERATING REVENUES AND SPECIFIED EXPENSES

Note 1 — Acquisition of Facilities, Basis of Presentation, and Significant Accounting Policies

     Acquisition of facilities: In accordance with a Purchase and Sale Agreement (“Agreement”), U-Store-It, L.P., a Delaware limited partnership of which U-Store-It Trust is the sole general partner, acquired sixty-six self storage facilities, four office parks, and one mobile home park described in the Agreement (the “Facilities”) located in Arizona, California, Colorado, New Mexico, Tennessee, Texas, and Utah owned by National Self Storage, The Schomac Group, Inc. and the other entities identified as sellers in the Agreement (“National Self Storage”).

     Basis of presentation: The accompanying Summary of Historical Information Relating to Combined Operating Revenues and Specified Expenses (Historical Summary) for the year ended December 31, 2004 and the six months ended June 30, 2005 (unaudited) has been prepared for the purpose of complying with certain rules and regulations of the Securities and Exchange Commission and is not intended to be a complete presentation of the actual operations of the Facilities.

     Interim information: The Historical Summary for the six months ended June 30, 2005, is unaudited; however, in the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary for the fair presentation of the Historical Summary for the interim period, on the basis described above, have been included. The results of such interim period are not necessarily indicative of the results for an entire year.

      Significant accounting policies follow:

     Accounting estimates: The preparation of the Historical Summary requires management to make a number of estimates and assumptions that affect the amounts reported. Actual results could differ from those estimates.

     Revenue recognition: Rental income is generated from the leasing of the self storage facilities and commercial rental property for terms that are generally less than one year. Ancillary income includes administration fees, late charges and revenue from the sale of merchandise, i.e., locks and storage boxes. The terms at the commercial rental properties are generally more than one year.

     Specified expenses: Specified expenses exclude certain costs that may not be comparable to the future operations of these facilities. Excluded items consist of interest expense, depreciation and amortization, certain corporate costs and other expense not related to the future operations of the Facilities.

     Management fees: Management fees are included at the specific percentage applicable to each facility for services provided by National Self Storage Management, Inc. (an affiliate of National Self Storage Operating Entities) related to property accounting, store management oversight, human resources and financial management.

This information is an integral part of the accompanying summary of historical information

relating to combined operating revenues and specified expenses.

22

SIGNATURE

     Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K/A to be signed on its behalf by the undersigned thereunto duly authorized.

	U-STORE-IT TRUST (Registrant)
Date: September 30, 2005	By:	/s/ STEVEN G. OSGOOD
		Name: Steven G. Osgood, President                and Chief Financial Officer

23