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): August 21, 2009
Strategic Storage Trust, Inc.
(Exact name of Company as specified in its charter)
Commission File Number: 000-53644
| | |
| Maryland | | 32-0211624 |
(State or other jurisdiction of incorporation or organization) | | (IRS Employer Identification No.) |
111 Corporate Drive, Suite 120, Ladera Ranch, California 92694
(Address of principal executive offices)
(877) 327-3485
(Company's telephone number)
None
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Table of Contents
EXPLANATORY NOTE:
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Strategic Storage Trust, Inc., a Maryland Corporation (the “Registrant”), hereby amends its Current Report on Form 8-K dated August 21, 2009, 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 Registrant’s acquisition of a self storage facility from USI II, LLC in accordance with Rule 3-14 and Article 11 of Regulation S-X, respectively.
In accordance with Rule 3-14 and Article 11 of Regulation S-X, the Registrant hereby files the following financial statements and pro forma financial information, respectively.
INDEPENDENT AUDITORS’ REPORT
To the Board of Directors and Stockholders
Strategic Storage Trust, Inc.
Ladera Ranch, California
We have audited the accompanying statement of revenue and certain operating expenses (the “Historical Summary”) of the property located at Mallory Avenue, Jersey City, New Jersey, acquired from USI II, LLC (“Jersey City”) for the year ended December 31, 2008. The Historical Summary is the responsibility of the Jersey City property’s management. 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 Historical Summary is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Historical Summary. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall Historical Summary presentation. We believe that our audit provides a reasonable basis for our opinion.
The accompanying Historical Summary was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in Form 8-K/A and in the registration statement on Form S-11 of Strategic Storage Trust, Inc.) as described in Note 1 and is not intended to be a complete presentation of the Jersey City property’s revenue and expenses.
In our opinion, the Historical Summary referred to above presents fairly, in all material respects, the revenue and certain operating expenses described in Note 1 of the Jersey City property for the year ended December 31, 2008, in conformity with accounting principles generally accepted in the United States of America.
/s/ Reznick Group, P.C.
Baltimore, Maryland
November 4, 2009
3
JERSEY CITY PROPERTY
STATEMENT OF REVENUE AND
CERTAIN OPERATING EXPENSES
Year Ended December 31, 2008
| | | | | | |
REVENUE | | | | | | |
Net rental revenue | | $ | 1,411,166 | | | |
Other operating income | | | 147,937 | | | |
| | | | | | |
Total revenue | | | | | $ | 1,559,103 |
| | |
CERTAIN OPERATING EXPENSES | | | | | | |
Property operating expenses | | | 155,359 | | | |
Salaries and related expenses | | | 111,800 | | | |
Marketing expense | | | 41,277 | | | |
Real estate taxes | | | 134,190 | | | |
Property insurance | | | 6,183 | | | |
| | | | | | |
Total certain operating expenses | | | | | | 448,809 |
| | | | | | |
Revenue in excess of certain operating expenses | | | | | $ | 1,110,294 |
| | | | | | |
See notes to statement of revenue and certain operating expenses.
4
JERSEY CITY PROPERTY
NOTES TO STATEMENT OF REVENUE AND
CERTAIN OPERATING EXPENSES
Year Ended December 31, 2008
Note 1. Organization and Basis of Presentation
The accompanying statement of revenue and certain operating expenses includes the revenue and certain operating expenses of a self-storage property located in Jersey City, New Jersey, acquired from USI II, LLC (“Jersey City”). Strategic Storage Trust, Inc. (the “Company”) acquired the Jersey City property on August 21, 2009 for a total purchase price of $11.6 million, plus closing costs and acquisition fees. On the date of acquisition, the Jersey City property contained approximately 1,090 storage units in Jersey City.
The accompanying statement of revenue and certain operating expenses (the “Historical Summary”) was prepared for the purpose of complying with Rule 3-14 of Regulation S-X of the Securities and Exchange Commission for the acquisition of real estate properties. The statement of revenue and certain operating expenses is not representative of the actual operations of the Jersey City property for the period presented, because certain operating expenses that may not be comparable to the expenses to be incurred in the proposed future operations of the Jersey City property have been excluded. Expenses excluded generally consist of management fees, interest and debt related costs, depreciation and amortization expense, interest income, income taxes and certain other allocated corporate expenses not directly related to the operations of the Jersey City property. Therefore the combined statement of revenue and certain operating expenses may not be comparable to a statement of operations for the Jersey City property after its acquisition by the Company. Except as noted above, management of the Jersey City property is not aware of any material factors relating to the Jersey City property for the year ended December 31, 2008 that would cause the reported financial information not to be indicative of future operating results.
Note 2. Summary of Significant Accounting Policies
Basis of Accounting
The statement of revenue and certain operating expenses has been prepared using the accrual method of accounting on the basis of presentation described in Note 1. As such, revenue is recorded when earned and expenses are recognized when incurred.
Revenue Recognition
Rental revenue is recognized when due over the lease terms, which are generally month-to-month leases. Other operating income, consisting primarily of late fees and ancillary revenue, is recognized when earned.
Property Operations
Certain operating expenses represent the direct expenses of operating the Jersey City property and consist primarily of common area maintenance, utilities, real estate taxes, insurance, general and administrative and other operating expenses that are expected to continue in the ongoing operation of the Jersey City property.
5
JERSEY CITY PROPERTY
NOTES TO STATEMENT OF REVENUE AND
CERTAIN OPERATING EXPENSES
Year Ended December 31, 2008
Use of Estimates
The preparation of the Historical Summary in accordance with accounting principles generally accepted in the United States of America requires management of the Jersey City property to make certain estimates and assumptions that affect the reported amounts of revenue and certain operating expenses during the reporting period. Actual results could differ from those estimates.
Advertising
Advertising costs are charged to expense as incurred.
6
STRATEGIC STORAGE TRUST, INC.
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2009 and for the Year Ended December 31, 2008 and the Six Months Ended June 30, 2009
The following unaudited pro forma consolidated balance sheet gives effect to an acquisition of a self storage facility purchased from USI II, LLC (“Jersey City”) on August 21, 2009 as if it was completed as of June 30, 2009 by Strategic Storage Trust, Inc., a Maryland Corporation (the “Company”). The following unaudited pro forma consolidated statements of operations are based on the historical consolidated statements of operations of the Company and the historical statements of operations of the Jersey City property. The unaudited pro forma consolidated statement of operations for the year ended December 31, 2008 gives effect to this acquisition as if it was completed as of January 1, 2008. The unaudited pro forma consolidated statement of operations for the six months ended June 30, 2009 gives effect to this acquisition as if it was completed as of January 1, 2009.
The information included in the “Strategic Storage Trust, Inc. Historical” column of the unaudited pro forma consolidated statement of operations for the year ended December 31, 2008 sets forth the Company’s historical consolidated statement of operations which are derived from the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC for the period ended December 31, 2008. The information included in the “Strategic Storage Trust, Inc. Historical” column of the unaudited pro forma consolidated balance sheet as of June 30, 2009 and the unaudited pro forma consolidated statement of operations for the six months ended June 30, 2009 sets forth the Company’s historical consolidated balance sheet and consolidated statement of operations which are derived from the Company’s unaudited consolidated financial statements included in the Company’s Quarterly Report on Form 10-Q filed with the SEC for the period ended June 30, 2009.
The unaudited pro forma adjustments are based on available information and certain assumptions that the Company believes are reasonable and factually supportable. These unaudited pro forma financial statements do not purport to represent what the actual financial position or results of operations of the Company would have been assuming such transaction had been completed as set forth above nor does it purport to represent the results of operations of the Company for future periods.
You should read the unaudited pro forma consolidated financial statements set forth below in conjunction with the audited and unaudited consolidated financial statements and related notes of the Company included in the SEC filings discussed above.
7
STRATEGIC STORAGE TRUST, INC.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
As of June 30, 2009
| | | | | | | | | | | | | | |
| | | Strategic Storage
Trust, Inc.
Historical | | | Completed
Facility
Acquisition
Note (3) | | | | | Strategic Storage
Trust, Inc.
Pro Forma
Note (2) | |
ASSETS | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 14,957,760 | | | $ | (5,126,887 | ) | | a | | $ | 9,830,873 | |
Real estate facilities: | | | | | | | | | | | | | | |
Land | | | 7,402,365 | | | | 3,530,000 | | | b | | | 10,932,365 | |
Buildings | | | 24,718,448 | | | | 6,900,684 | | | b | | | 31,619,132 | |
Site improvements | | | 2,569,293 | | | | 122,887 | | | b | | | 2,692,180 | |
| | | | | | | | | | | | | | |
| | | 34,690,106 | | | | 10,553,571 | | | | | | 45,243,677 | |
Accumulated depreciation | | | (449,191 | ) | | | — | | | | | | (449,191 | ) |
| | | | | | | | | | | | | | |
| | | 34,240,915 | | | | 10,553,571 | | | | | | 44,794,486 | |
Escrow receivable | | | 459,338 | | | | — | | | | | | 459,338 | |
Prepaid expenses | | | 381,940 | | | | (99,418 | ) | | d | | | 282,522 | |
Deferred financing costs, net of accumulated amortization | | | 189,419 | | | | — | | | | | | 189,419 | |
Intangible assets, net of accumulated depreciation | | | 426,553 | | | | 1,071,429 | | | b | | | 1,497,982 | |
Restricted cash | | | 150,340 | | | | — | | | | | | 150,340 | |
Other assets | | | 143,971 | | | | — | | | | | | 143,971 | |
| | | | | | | | | | | | | | |
Total assets | | $ | 50,950,236 | | | $ | 6,398,695 | | | | | $ | 57,348,931 | |
| | | | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | | |
Secured promissory notes | | $ | 9,475,000 | | | $ | — | | | | | $ | 9,475,000 | |
Accounts payable and accrued liabilities | | | 1,376,793 | | | | 13,196 | | | d | | | 1,389,989 | |
Due to affiliates | | | 1,176,172 | | | | — | | | | | | 1,176,172 | |
Distributions payable | | | 289,148 | | | | — | | | | | | 289,148 | |
| | | | | | | | | | | | | | |
Total liabilities | | | 12,317,113 | | | | 13,196 | | | | | | 12,330,309 | |
Commitments and contingencies | | | | | | | | | | | | | | |
Stockholders’ equity: | | | | | | | | | | | | | | |
Strategic Storage Trust, Inc. stockholders’ equity: | | | | | | | | | | | | | | |
Common stock, $0.001 par value; 700,000,000 shares authorized; 5,320,087 and 6,082,842 (pro forma) shares issued and outstanding as of June 30, 2009 | | | 5,320 | | | | 763 | | | a | | | 6,083 | |
Additional paid-in capital | | | 44,601,951 | | | | 6,730,546 | | | a | | | 51,332,497 | |
Distributions | | | (1,613,631 | ) | | | — | | | | | | (1,613,631 | ) |
Accumulated deficit | | | (4,437,400 | ) | | | (345,810 | ) | | c | | | (4,783,210 | ) |
| | | | | | | | | | | | | | |
Total Strategic Storage Trust, Inc. stockholders’ equity | | | 38,556,240 | | | | 6,385,499 | | | | | | 44,941,739 | |
| | | | | | | | | | | | | | |
Noncontrolling interest | | | 76,883 | | | | — | | | | | | 76,883 | |
| | | | | | | | | | | | | | |
Total stockholders' equity | | | 38,633,123 | | | | 6,385,499 | | | | | | 45,018,622 | |
| | | | | | | | | | | | | | |
Total liabilities and stockholders’ equity | | $ | 50,950,236 | | | $ | 6,398,695 | | | | | $ | 57,348,931 | |
| | | | | | | | | | | | | | |
See notes to unaudited pro forma consolidated financial statements.
8
STRATEGIC STORAGE TRUST, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
Year Ended December 31, 2008
| | | | | | | | | | | | | | | | | |
| | | Strategic Storage
Trust, Inc.
Historical | | | Completed
Facility
Acquisition
Note (4) | | Pro Forma
Adjustments
Note (5) | | | | | Strategic Storage
Trust, Inc.
Pro Forma | |
Revenues: | | | | | | | | | | | | | | | | | |
Self storage rental income | | $ | 363,006 | | | $ | 1,411,166 | | $ | — | | | | | $ | 1,774,172 | |
Ancillary operating income | | | 2,645 | | | | 147,937 | | | — | | | | | | 150,582 | |
| | | | | | | | | | | | | | | | | |
Total revenues | | | 365,651 | | | | 1,559,103 | | | — | | | | | | 1,924,754 | |
| | | | | | | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | | | | | |
Property operating expenses | | | 119,540 | | | | 448,809 | | | 2,686 | | | 1 | | | 571,035 | |
Property operating expenses-affiliates | | | 54,485 | | | | — | | | 209,796 | | | 2 | | | 264,281 | |
General and administrative | | | 1,247,654 | | | | — | | | — | | | | | | 1,247,654 | |
Depreciation | | | 111,256 | | | | — | | | 209,451 | | | 3 | | | 320,707 | |
Intangible amortization expense | | | 148,735 | | | | — | | | 714,286 | | | 3 | | | 863,021 | |
| | | | | | | | | | | | | | | | | |
Total operating expenses | | | 1,681,670 | | | | 448,809 | | | 1,136,219 | | | | | | 3,266,698 | |
| | | | | | | | | | | | | | | | | |
Operating income (loss) | | | (1,316,019 | ) | | | 1,110,294 | | | (1,136,219 | ) | | | | | (1,341,944 | ) |
Other income (expense): | | | | | | | | | | — | | | | | | | |
Interest expense | | | (141,555 | ) | | | — | | | — | | | | | | (141,555 | ) |
Deferred financing amortization expense | | | (88,427 | ) | | | — | | | — | | | | | | (88,427 | ) |
Interest income | | | 27,126 | | | | — | | | — | | | | | | 27,126 | |
Other financing costs | | | (48,490 | ) | | | — | | | — | | | | | | (48,490 | ) |
Property acquisition expenses-affiliates | | | — | | | | — | | | (294,675 | ) | | 4 | | | (294,675 | ) |
Other property acquisition expenses | | | — | | | | — | | | (51,134 | ) | | 4 | | | (51,134 | ) |
Other | | | (27,678 | ) | | | — | | | — | | | | | | (27,678 | ) |
| | | | | | | | | | | | | | | | | |
Net loss | | | (1,595,043 | ) | | | 1,110,294 | | | (1,482,028 | ) | | | | | (1,966,777 | ) |
Less: Net loss attributable to the noncontrolling interest | | | 90,750 | | | | — | | | (70,325 | ) | | 5 | | | 20,425 | |
| | | | | | | | | | | | | | | | | |
Net loss attributable to Strategic Storage Trust, Inc. | | $ | (1,504,293 | ) | | $ | 1,110,294 | | $ | (1,552,353 | ) | | | | $ | (1,946,352 | ) |
| | | | | | | | | | | | | | | | | |
Net loss per share - basic and diluted | | $ | (2.50 | ) | | | | | | | | | | | $ | (0.96 | ) |
Weighted average shares outstanding | | | 601,403 | | | | | | | | | | 6 | | | 2,026,535 | |
See notes to unaudited pro forma consolidated financial statements.
9
STRATEGIC STORAGE TRUST, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 2009
| | | | | | | | | | | | | | | | | |
| | | Strategic Storage
Trust, Inc.
Historical | | | Facility
Acquisition
Note (4) | | Pro Forma
Adjustments
Note (5) | | | | | Strategic Storage
Trust, Inc.
Pro Forma | |
Revenues: | | | | | | | | | | | | | | | | | |
Self storage rental income | | $ | 1,382,006 | | | $ | 677,987 | | $ | — | | | | | $ | 2,059,993 | |
Ancillary operating income | | | 22,950 | | | | 80,182 | | | — | | | | | | 103,132 | |
| | | | | | | | | | | | | | | | | |
Total revenues | | | 1,404,956 | | | | 758,169 | | | — | | | | | | 2,163,125 | |
| | | | | | | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | | | | | |
Property operating expenses | | | 604,684 | | | | 213,609 | | | — | | | | | | 818,293 | |
Property operating expenses-affiliates | | | 233,243 | | | | — | | | 103,615 | | | 2 | | | 336,858 | |
General and administrative | | | 901,307 | | | | — | | | — | | | | | | 901,307 | |
Depreciation | | | 382,244 | | | | — | | | 104,726 | | | 3 | | | 486,970 | |
Intangible amortization expense | | | 301,802 | | | | — | | | 357,143 | | | 3 | | | 658,945 | |
| | | | | | | | | | | | | | | | | |
Total operating expenses | | | 2,423,280 | | | | 213,609 | | | 565,484 | | | | | | 3,202,373 | |
| | | | | | | | | | | | | | | | | |
Operating loss | | | (1,018,324 | ) | | | 544,560 | | | (565,484 | ) | | | | | (1,039,248 | ) |
Other income (expense): | | | | | | | | | | — | | | | | | | |
Interest expense | | | (286,748 | ) | | | — | | | — | | | | | | (286,748 | ) |
Deferred financing amortization expense | | | (98,667 | ) | | | — | | | — | | | | | | (98,667 | ) |
Interest income | | | 3,756 | | | | — | | | — | | | | | | 3,756 | |
Property acquisition expenses-affiliates | | | (495,282 | ) | | | — | | | (294,675 | ) | | 4 | | | (789,957 | ) |
Other property acquisition expenses | | | (1,051,449 | ) | | | — | | | (51,134 | ) | | 4 | | | (1,102,583 | ) |
Other | | | (3,285 | ) | | | — | | | — | | | | | | (3,285 | ) |
| | | | | | | | | | | | | | | | | |
Net loss | | | (2,949,999 | ) | | | 544,560 | | | (911,293 | ) | | | | | (3,316,732 | ) |
Less: Net loss attributable to the noncontrolling interest | | | 16,892 | | | | — | | | (3,063 | ) | | 5 | | | 13,829 | |
| | | | | | | | | | | | | | | | | |
Net loss attributable to Strategic Storage Trust, Inc. | | $ | (2,933,107 | ) | | $ | 544,560 | | $ | (914,356 | ) | | | | $ | (3,302,903 | ) |
| | | | | | | | | | | | | | | | | |
Net loss per share - basic | | $ | (0.85 | ) | | | | | | | | | | | $ | (0.68 | ) |
Net loss per share - diluted | | $ | (0.85 | ) | | | | | | | | | | | $ | (0.68 | ) |
Weighted average shares outstanding - basic | | | 3,447,868 | | | | | | | | | | 6 | | | 4,873,000 | |
Weighted average shares outstanding - diluted | | | 3,451,231 | | | | | | | | | | 6 | | | 4,876,363 | |
See notes to unaudited pro forma consolidated financial statements.
10
STRATEGIC STORAGE TRUST, INC.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2009 and for the Year Ended December 31, 2008 and the Six Months Ended June 30, 2009
Note 1. Acquisition
On August 21, 2009, the Company, through a wholly-owned subsidiary of the Company’s operating partnership, closed on the purchase of the Jersey City property, which consists of a self storage facility located in Jersey City, New Jersey, from USI II, LLC, an unaffiliated third party. The purchase price for the Jersey City property was $11,625,000 plus closing costs and acquisition fees. The Company paid cash for the entire purchase price and paid its advisor $290,625 in acquisition fees in connection with this acquisition.
The Jersey City property is an approximately 1090-unit self storage facility that sits on approximately 2.2 acres and contains approximately 91,500 rentable square feet of self storage space.
Note 2. Balance Sheet – Completed Facility Acquisition
The unaudited pro forma consolidated balance sheet of the Company reflects pro forma adjustments related to the acquisition of the Jersey City property as if it occurred on June 30, 2009.
Note 3. Balance Sheet – Pro Forma Adjustments
| (a) | The Jersey City property was acquired using a combination of cash on hand at June 30, 2009 and cash raised subsequent to June 30, 2009. This adjustment reflects the cash on hand at June 30, 2009 and the additional equity, net of offering and organizational costs, raised and needed to close the acquisition on August 21, 2009. |
| (b) | Adjustment reflects the purchase price of $11,625,000 allocated to land, building, site improvements and intangible assets. The purchase price allocation is preliminary; therefore the allocation between land, building, site improvements and intangible assets is subject to change. |
| (c) | Adjustment reflects the expensing of acquisition-related transaction costs which are required to be expensed as incurred under SFAS No. 141(R) “Business Combinations.” |
| (d) | Adjustment to prepaid expenses primarily reflects the reversal of the deposit on the Jersey City property. Adjustment to accounts payable and accrued liabilities reflects the property taxes the Company became liable for at the time of acquisition. |
Note 4. Statement of Operations – Completed Facility Acquisition
This acquisition was completed on August 21, 2009. Therefore, these historical amounts represent unaudited results of the Jersey City property for the year ended December 31, 2008 and the six months ended June 30, 2009.
11
STRATEGIC STORAGE TRUST, INC.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENT - CONTINUED
As of June 30, 2009 and for the Year Ended December 31, 2008 and the Six Months Ended June 30, 2009
Note 5. Statement of Operations – Pro Forma Adjustments
| (1) | Adjustment reflects the estimated increased cost of property taxes as compared to the Jersey City property’s historical results. Pro forma property tax expense for the twelve months ended December 31, 2008 is estimated to be approximately $137,000. |
| (2) | Adjustment reflects the additional fees the Company’s advisor or its affiliates are entitled to pursuant to the Company’s advisory agreement and property management agreement as compared to historical amounts. The Company’s advisor is paid an asset management fee of one-twelfth of one-percent of average invested assets calculated on a monthly basis. The Company’s property manager is paid a monthly fee of 6% of gross revenues received from the Company’s properties. |
| (3) | Adjustment reflects the depreciation and amortization expense resulting from the Jersey City property acquired on August 21, 2009. Such deprecation and amortization expense was based on a preliminary purchase price allocation of $3,530,000 to land, $6,900,684 to building, $122,887 to site improvements and $1,071,429 to intangible assets. Depreciation expense on the purchase price allocated to building is recognized using the straight-line method over a 35-year life. Depreciation expense on the purchase price allocated to site improvements is recognized using the straight-line method over a 10-year life. Amortization expense on the purchase price allocated to intangible assets is recognized using the straight-line method over an 18-month life. The purchase price allocation, and therefore depreciation and amortization expense, is preliminary and is subject to change. |
| (4) | Adjustment for the year ended December 31, 2008 and for the six months ended June 30, 2009 reflects the expensing of acquisition-related transaction costs, consisting of acquisition expenses paid to affiliates of $294,675 (primarily consisting of $290,625 of acquisition fees) and other property acquisition expenses of $51,134, which are required to be expensed as incurred under SFAS No. 141(R) “Business Combinations.” |
| (5) | Minority interest is adjusted based on the additional pro forma earnings and the pro forma shares outstanding. Such adjustment was based upon a monthly calculation of pro forma net income and pro forma shares outstanding. |
| (6) | The pro forma weighted average shares outstanding were computed based on the weighted average number of shares outstanding during the period adjusted to give effect to the shares assumed to be issued had the acquisition been completed on January 1, 2008 or 2009, as applicable. |
12
Signature(s)
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | |
| | STRATEGIC STORAGE TRUST, INC. |
| | |
Date: November 6, 2009 | | By: | | /s/ Michael S. McClure |
| | | | Michael S. McClure |
| | | | Chief Financial Officer |
13
