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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-K

 

x      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2009

 

OR

 

o         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from            to            

 

Commission file number 001-32324

 

U-STORE-IT TRUST

(Exact Name of Registrant as Specified in Its Charter)

 

Maryland

 

20-1024732

(State or Other Jurisdiction of

 

(IRS Employer

Incorporation or Organization)

 

Identification No.)

 

 

 

460 East Swedesford Road

 

 

Suite 3000

 

 

Wayne, Pennsylvania

 

19087

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code (610) 293-5700

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Name of each exchange on which registered

Common Shares, $0.01 par value per share

 

New York Stock Exchange

 

Securities registered pursuant to Section 12(g) of the Act:

None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  YES o NO x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  YES o NO x

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.  YES x NO o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o No o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

 

Large Accelerated Filer o

 

Accelerated Filer x

 

 

 

Non-Accelerated Filer o

 

Smaller Reporting Company o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  YES o NO x

 

As of June 30, 2009, the last business day of the registrant’s most recently completed second quarter, the aggregate market value of common shares held by non-affiliates of the registrant was $294,674,470.

 

As of February 26, 2010 the number of common shares of the registrant outstanding was 92,864,448.

 

Documents incorporated by reference: Portions of the Proxy Statement for the 2010 Annual Meeting of Shareholders of the Registrant to be filed subsequently with the SEC are incorporated by reference into Part III of this report.

 

 

 



Table of Contents

 

TABLE OF CONTENTS

 

PART I

 

3

 

 

 

Item 1.

Business

4

 

 

 

Item 1A.

Risk Factors

9

 

 

 

Item 1B.

Unresolved Staff Comments

21

 

 

 

Item 2.

Properties

22

 

 

 

Item 3.

Legal Proceedings

30

 

 

 

Item 4.

Reserved

30

 

 

 

PART II

 

31

 

 

 

Item 5.

Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

31

 

 

 

Item 6.

Selected Financial Data

34

 

 

 

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

37

 

 

 

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

52

 

 

 

Item 8.

Financial Statements and Supplementary Data

52

 

 

 

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

52

 

 

 

Item 9A.

Controls and Procedures

52

 

 

 

Item 9B.

Other Information

53

 

 

 

PART III

 

53

 

 

 

Item 10.

Trustees, Executive Officers and Corporate Governance

53

 

 

 

Item 11.

Executive Compensation

53

 

 

 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

53

 

 

 

Item 13.

Certain Relationships and Related Transactions, and Trustee Independence

54

 

 

 

Item 14.

Principal Accountant Fees and Services

54

 

 

 

PART IV

 

54

 

 

 

Item 15.

Exhibits and Financial Statement Schedules

54

 

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PART I

 

Forward-Looking Statements

 

This Annual Report on Form 10-K and other statements and information publicly disseminated by U-Store-It Trust (“we,” “us,” “our” or the “Company”), contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such statements are based on estimates, assumptions and expectations that may not be realized and are inherently subject to risks and uncertainties, many of which we cannot predict with accuracy and some of which we might not even anticipate. Although we believe the estimates, assumptions and expectations reflected in these forward-looking statements are reasonable, our actual performance may differ materially from the results expressed or implied by the forward-looking statements.  Risks, uncertainties and other factors that might cause such differences, some of which could be material, include, but are not limited to:

 

·         changes in national and local economic, business, real estate and other market conditions which, among other things, reduce demand for self-storage facilities or increase costs of owning and operating self-storage facilities;

 

·         competition from other self-storage facilities and storage alternatives, which could result in lower occupancy and decreased rents;

 

·         the execution of our business plan;

 

·         financing risks including the risk of over-leverage and the corresponding risk of default on our mortgage and other debt and potential inability to refinance existing indebtedness;

 

·         increases in interest rates and operating costs;

 

·         counterparty non-performance related to the use of derivative financial instruments;

 

·         our ability to maintain our status as a real estate investment trust (“REIT”) for federal income tax purposes;

 

·         acquisition and development risks, including unanticipated costs associated with the integration and operation of acquisitions;

 

·         risks of investing through joint ventures, including risks that our joint venture partners may not fulfill their obligations or may pursue actions that are inconsistent with our objectives;

 

·         changes in real estate and zoning laws or regulations;

 

·         risks related to natural disasters;

 

·         potential environmental and other liabilities; and

 

·         other risks identified in Item 1A of this Annual Report on Form 10-K and, from time to time, in other reports we file with the Securities and Exchange Commission (the “SEC”) or in other documents that we publicly disseminate.

 

Given these uncertainties and the other risks identified elsewhere in this Annual Report on Form 10-K, we caution readers not to place undue reliance on forward-looking statements.  We undertake no obligation to publicly update or revise these forward-looking statements, whether as a result of new information, future events or otherwise except as may be required by securities laws.

 

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ITEM 1.  BUSINESS

 

Overview

 

We are a self-administered and self-managed real estate company focused primarily on the ownership, operation, acquisition and development of self-storage facilities in the United States.

 

As of December 31, 2009, we owned 367 self-storage facilities located in 26 states and in the District of Columbia containing an aggregate of approximately 23.7 million rentable square feet.  As of December 31, 2009, approximately 75.2% of the rentable square footage at our facilities was leased to approximately 150,000 tenants, and no single tenant represented a significant concentration of our revenues.

 

Our self-storage facilities are designed to offer affordable, easily-accessible and secure storage space for our residential and commercial customers. Our customers rent storage units for their exclusive use, typically on a month-to-month basis. Additionally, some of our facilities offer outside storage areas for vehicles and boats. Our facilities are specifically designed to accommodate both residential and commercial customers, with features such as security systems and wide aisles and load-bearing capabilities for large truck access. All of our facilities have an on-site manager during business hours, and 249, or approximately 68%, of our facilities have a manager who resides in an apartment at the facility. Our customers can access their storage units during business hours, and some of our facilities provide customers with 24-hour access through computer controlled access systems. Our goal is to provide customers with the highest standard of facilities and service in the industry. To that end, approximately 68% of our facilities include climate controlled units, compared to the national average of 49% reported by the 2009 Self-Storage Almanac.

 

We were formed in July 2004 as a Maryland REIT.  We own our assets and conduct our business through our operating partnership, U-Store-It, L.P. (our “Operating Partnership”), and its subsidiaries.  We control the Operating Partnership as its sole general partner and, as of December 31, 2009, we owned an approximately 95.1% interest in the Operating Partnership.  Our Operating Partnership has been engaged in virtually all aspects of the self-storage business, including the development, acquisition, ownership and operation of self-storage facilities.

 

Acquisition and Disposition Activity

 

As of December 31, 2009 and 2008, we owned 367 and 387 facilities, respectively, that contained an aggregate of 23.7 million and 25.0 million rentable square feet with occupancy rates of 75.2% and 78.9%, respectively.  As of December 31, 2009 we had facilities in the District of Columbia and the following 26 states: Alabama, Arizona, California, Colorado, Connecticut, Florida, Georgia, Illinois, Indiana, Louisiana, Maryland, Massachusetts, Michigan, Mississippi, Nevada, New Jersey, New Mexico, New York, North Carolina, Ohio, Pennsylvania, Tennessee, Texas, Utah, Virginia and Wisconsin.   A complete listing of, and additional information about, our facilities is included in Item 2 of this Annual Report on Form 10-K.  The following is a summary of our 2009 and 2008 acquisition and disposition activity:

 

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Facility/Portfolio

 

Location

 

Transaction Date

 

Number of Facilities

 

Purchase / Sales
Price (in thousands)

 

 

 

 

 

 

 

 

 

 

 

2009 Dispositions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

68th Street Asset

 

Miami, FL

 

January 2009

 

1

 

$

2,973

 

Albuquerque, NM Asset

 

Albuquerque, NM

 

April 2009

 

1

 

2,825

 

S. Palmetto Asset

 

Ontario, CA

 

June 2009

 

1

 

5,925

 

Hotel Circle Asset

 

Albuquerque, NM

 

July 2009

 

1

 

3,600

 

Jersey City Asset

 

Jersey City, NJ

 

August 2009

 

1

 

11,625

 

Dale Mabry Asset

 

Tampa, FL

 

August 2009

 

1

 

2,800

 

Winner Assets

 

Multiple locations in CO

 

September 2009

 

6

 

17,300

 

Baton Rouge Asset (Eminent Domain)

 

Baton Rouge, LA

 

September 2009

 

(b)

 

1,918

 

North H Street Asset (Eminent Domain)

 

San Bernardino, CA

 

September 2009

 

1

 

(c)

 

Boulder Assets (a)

 

Boulder, CO

 

September 2009

 

4

 

32,000

 

Winner Assets

 

Multiple locations in CO

 

October 2009

 

2

 

6,600

 

Brecksville Asset

 

Brecksville, OH

 

November 2009

 

1

 

3,300

 

 

 

 

 

 

 

20

 

$

90,866

 

2008 Acquisitions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Uptown Asset

 

Washington, DC

 

January 2008

 

1

 

$

13,300

 

 

 

 

 

 

 

 

 

 

 

2008 Dispositions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

77th Street Asset

 

Miami, FL

 

March 2008

 

1

 

$

2,175

 

Leesburg Asset

 

Leesburg, FL

 

March 2008

 

1

 

2,400

 

Lakeland Asset

 

Lakeland, FL

 

April 2008

 

1

 

2,050

 

Endicott Asset

 

Union, NY

 

May 2008

 

1

 

2,250

 

Linden Asset

 

Linden, NJ

 

June 2008

 

1

 

2,825

 

Baton Rouge/Prairieville Assets

 

Multiple locations in LA

 

June 2008

 

2

 

5,400

 

Churchill Assets

 

Multiple locations in MS

 

August 2008

 

4

 

8,333

 

Biloxi/Gulf Breeze Assets

 

Multiple locations in MS/FL

 

September 2008

 

2

 

10,760

 

Deland Asset

 

Deland, FL

 

September 2008

 

1

 

2,780

 

Mobile Assets

 

Mobile, AL

 

September 2008

 

2

 

6,140

 

Hudson Assets

 

Hudson, OH

 

October 2008

 

2

 

2,640

 

Stuart/Vero Beach Assets

 

Multiple locations in FL

 

October 2008

 

2

 

4,550

 

Skipper Road Assets

 

Multiple locations in FL

 

November 2008

 

2

 

5,020

 

Waterway Asset

 

Miami, FL

 

December 2008

 

1

 

4,635

 

 

 

 

 

 

 

23

 

$

61,958

 

 


(a)          We provided $17.6 million in seller financing to the buyer as part of the Boulder Assets disposition.

(b)         Approximately one third of the Baton Rouge Asset was taken in conjunction with eminent domain proceedings.  We continue to own and operate the remaining two thirds of the asset and include the asset in our total portfolio property count.

(c)          The entirety of the North H Street Asset was taken in conjunction with eminent domain proceedings and we have removed this asset from our total portfolio asset count.  We expect to finalize compensatory terms with discussions with the State of California by the fourth quarter of 2010.

 

The following table summarizes the change in number of our self-storage facilities from January 1, 2008 through December 31, 2009:

 

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2009

 

2008

 

Balance - Beginning of year

 

387

 

409

 

Facilities acquired

 

 

1

 

Facilities sold/ eminent domain

 

(20

)

(23

)

Balance - End of year

 

367

 

387

 

 

Financing Activities

 

The following summarizes certain financing activities during the year ended December 31, 2009:

 

·      New Credit Facility.  On December 8, 2009, we and our Operating Partnership entered into a three-year, $450 million secured credit facility with Wells Fargo Securities, LLC and Banc of America Securities LLC, as joint lead arrangers.  Our new credit facility is comprised of a $200 million secured term loan and a $250 million secured revolving credit facility.  Our new credit facility replaced our previous $450 million unsecured credit facility.  As of December 31, 2009, $200 million was outstanding under the term loan portion of the new credit facility and no amounts were outstanding under the revolving portion of the new credit facility.  The interest rate under the credit facility depends on our leverage levels and ranges from 3.25% to 4.00% over LIBOR, with a LIBOR floor of 1.5%. Amounts that we repay under the term loan may not be re-borrowed.  We, together with our wholly-owned subsidiaries, USI II, LLC and YSI XXIX, L.P., are guarantors under the new credit facility.  The new credit facility contains customary affirmative and negative covenants, including restrictions on distributions to our shareholders, and financial covenants, including liquidity and net worth requirements.  Our ability to borrow from time to time under the revolver is subject to our ongoing compliance with these covenants.

 

·      Small Mortgages — Regional Bank Financings.  During 2009, we obtained an aggregate of $119.8 million in secured financings with 17 community and regional banks.  These loans, which range in size from $1.1 million to $25.6 million, are secured by mortgages on 45 of our properties.  The weighted average maturity of these loans at December 31, 2009 was 6.6 years and the weighted average interest rate of the loans is 7.01%.  These loans contain customary affirmative, negative and financial covenants.  We or the Operating Partnership are guarantors under each of these loans for customary non-recourse carve-outs.

 

·      Joint Venture.  On August 13, 2009, we consummated a joint venture with an affiliate of Heitman, LLC. We contributed 22 properties to this joint venture, which are located in eight states, and received a distribution of approximately $51 million in cash at closing and a 50% interest in this joint venture, which we consolidate.  We used the proceeds distributed to us by the joint venture to reduce the outstanding balance under our prior unsecured credit facility and for general corporate purposes.  We provide day-to-day management services for the properties of the joint venture in exchange for a market-rate management fee.

 

·      Public Offering.  On August 19, 2009, we sold 32.2 million common shares of beneficial interest for net proceeds of approximately $161.9 million.  Additionally, during 2009 we sold 2.5 million shares in conjunction with our at the market program for net proceeds of approximately $9.7 million.  We used the net proceeds from these issuances to repay existing indebtedness, including under our prior unsecured credit facility, and for general corporate purposes.

 

Business Strategy

 

Our business strategy consists of several elements:

 

·         Maximize cash flow from our facilities — Our operating strategy focuses on maximizing sustainable rents at our facilities while achieving and sustaining occupancy targets. We utilize our operating systems and experienced personnel to manage the balance between rental rates, discounts, and physical occupancy with an objective of maximizing our rental revenue.

 

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·         Acquire facilities within targeted markets — Although our business plan does not contemplate significant facilities acquisitions in 2010, we expect to continue selective acquisitions in markets that we believe have high barriers to entry, strong demographic fundamentals and demand for storage in excess of storage capacity.  We expect to focus our evaluation of acquisition opportunities in markets where we currently maintain management that can be extended to additional facilities.  We believe the self-storage industry will continue to afford us opportunities for growth through acquisitions due to the highly fragmented composition of the industry.

 

Investment and Market Selection Process

 

We maintain a disciplined and focused process in the acquisition and development of self-storage facilities. Our investment committee, comprised of executive officers and led by Dean Jernigan, our Chief Executive Officer, oversees our investment process.  Our investment process involves six stages — identification, initial due diligence, economic assessment, investment committee approval (and when required, Board approval), final due diligence, and documentation. Through our investment committee, we intend to focus on the following criteria:

 

·         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 seek to increase our presence primarily in areas that we expect will experience growth, including areas within Illinois, Texas, Florida and the Northeastern United States and to enter new markets should suitable opportunities arise.

 

·         Quality of facility — We focus on self-storage facilities that have good visibility and are located near retail centers, which typically provide high traffic corridors and are generally located near residential communities and commercial customers.

 

·         Growth potential — We target acquisitions that offer growth potential through increased operating efficiencies and, in some cases, through additional leasing efforts, renovations or expansions. In addition to acquiring single facilities, we seek to invest in portfolio acquisitions, including those offering significant potential for increased operating efficiency and the ability to spread our fixed costs across a large base of facilities.

 

Operating Segment

 

We have one reportable operating segment: we own, operate, develop, and acquire self-storage facilities.

 

Concentration

 

Our self-storage facilities are located in major metropolitan areas as well as rural areas and have numerous tenants per facility.  No single tenant represented a significant concentration of our 2009 revenues. Our facilities in Florida, California, Texas and Illinois provided approximately 18%, 15%, 10% and 7%, respectively, of our total 2009 revenues.  Our facilities in these states provided approximately 19%, 15%, 9% and 7%, respectively, of our total 2008 revenues.

 

Seasonality

 

We typically experience seasonal fluctuations in occupancy levels at our facilities, with the levels generally slightly higher during the summer months due to increased moving activity.

 

Financing Strategy

 

Although our organizational documents contain no limitation on the amount of debt we may incur, we maintain a capital structure that we believe is reasonable and prudent and that will enable us to have ample cash flow to cover debt service and make distributions to our shareholders. As of December 31, 2009, our debt to total capitalization ratio (determined by dividing the carrying value of our total indebtedness by the sum of (a) the market value of our outstanding common shares and operating partnership units and (b) the carrying value of our total indebtedness) was approximately 51.9%. Our ratio of debt to the depreciated cost of our real estate assets as of December 31, 2009 was approximately 53.7% compared to approximately 62.7% as of December 31, 2008.  We expect to finance additional investments in self-storage facilities through the most attractive available source of capital at the time of the transaction, in a manner consistent with maintaining a strong

 

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financial position and future financial flexibility. These capital sources may include borrowings under the revolving portion of our secured credit facility and through additional secured financings, sales of common or preferred shares in public offerings or private placements, issuances of common or preferred units in our Operating Partnership in exchange for contributed properties or cash and formations of joint ventures. We also may sell facilities that we no longer view as core assets and reallocate the sales proceeds to fund other growth.

 

Competition

 

New self-storage facility development has intensified the competition among self-storage operators in many market areas in which we operate. Self-storage facilities compete based on a number of factors, including location, rental rates, security, suitability of the facility’s design to prospective customers’ needs and the manner in which the facility is operated and marketed. In particular, the number of competing self-storage facilities in a particular market could have a material effect on our occupancy levels, rental rates and on the overall operating performance of our facilities. We believe that the primary competition for potential customers of any of our self-storage facilities comes from other self-storage facilities within a three-mile radius of that facility. We believe we have positioned our facilities within their respective markets as high-quality operators that emphasize customer convenience, security and professionalism.

 

Our key competitors include local and regional operators as well as the other public self-storage REITS, including Public Storage, Sovran Self Storage and Extra Space Storage Inc. These companies, some of which operate significantly more facilities than we do and have greater resources than we have, and other entities may generally be able to accept more risk than we determine is prudent, including risks with respect to the geographic proximity of facility investments and the payment of higher facility acquisition prices. This competition may generally reduce the number of suitable acquisition opportunities available to us, increase the price required to be able to consummate the acquisition of particular facilities and reduce the demand for self-storage space in certain areas where our facilities are located. Nevertheless, we believe that our experience in operating, acquiring, developing and obtaining financing for self-storage facilities should enable us to compete effectively.

 

Government Regulation

 

We are subject to various laws, ordinances and regulations, including regulations relating to lien sale rights and procedures and various federal, state and local environmental regulations that apply generally to the ownership of real property and the operation of self-storage facilities.

 

Under various federal, state and local laws, ordinances and regulations, an owner or operator of real property may become liable for the costs of removal or remediation of hazardous substances released on or in its property. These laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release of such hazardous substances. The presence of hazardous substances, or the failure to properly remediate such substances, when released, may adversely affect the property owner’s ability to sell the real estate or to borrow using real estate as collateral, and may cause the property owner to incur substantial remediation costs. In addition to claims for cleanup costs, the presence of hazardous substances on a property could result in a claim by a private party for personal injury or a claim by an adjacent property owner or user for property damage. We may also become liable for the costs of removal or remediation of hazardous substances stored at the facilities by a customer even though storage of hazardous substances would be without our knowledge or approval and in violation of the customer’s storage lease agreement with us.

 

Our practice is to conduct or obtain environmental assessments in connection with the acquisition or development of additional facilities. Whenever the environmental assessment for one of our facilities indicates that a facility is impacted by soil or groundwater contamination from prior owners/operators or other sources, we will work with our environmental consultants and where appropriate, state governmental agencies, to ensure that the facility is either cleaned up, that no cleanup is necessary because the low level of contamination poses no significant risk to public health or the environment, or that the responsibility for cleanup rests with a third party.

 

We are not aware of any environmental cleanup liability that we believe will have a material adverse effect on us. We cannot assure you, however, that these environmental assessments and investigations have revealed or will reveal all potential environmental liabilities, that no prior owner created any material environmental condition not known to us or the independent consultant or that future events or changes in environmental laws will not result in the imposition of environmental liability on us.

 

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We have not received notice from any governmental authority of any material noncompliance, claim or liability in connection with any of our facilities, nor have we been notified of a claim for personal injury or property damage by a private party in connection with any of our facilities relating to environmental conditions.

 

We are not aware of any environmental condition with respect to any of our facilities that could reasonably be expected to have a material adverse effect on our financial condition or results of operations, and we do not expect that the cost of compliance with environmental regulations will have a material adverse effect on our financial condition or results of operations. We cannot assure you, however, that this will continue to be the case.

 

Insurance

 

We carry comprehensive liability, fire, extended coverage and rental loss insurance covering all of the facilities in our portfolio. We believe the policy specifications and insured limits are appropriate and adequate given the relative risk of loss, the cost of the coverage and industry practice. We do not carry insurance for losses such as loss from riots, war or acts of God, and, in some cases, environmental hazards, because such coverage is not available or is not available at commercially reasonable rates. Some of our policies, such as those covering losses due to terrorist activities, hurricanes, floods and earthquakes, are insured subject to limitations involving large deductibles or co-payments and policy limits that may not be sufficient to cover losses.  We also carry liability insurance to insure against personal injuries that might be sustained on our properties and director and officer liability insurance.

 

Offices

 

Our principal executive office is located at 460 E. Swedesford Road, Suite 3000, Wayne, PA  19087. Our telephone number is (610) 293-5700. We believe that our current facilities are adequate for our present and future operations.

 

Employees

 

As of December 31, 2009, we employed 953 employees, of whom 145 were corporate executive and administrative personnel and 808 were property level personnel. We believe that our relations with our employees are good.  Our employees are not unionized.

 

Available Information

 

We file our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports with the Securities and Exchange Commission (the “SEC”).  You may obtain copies of these documents by visiting the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549, by calling the SEC at 1-800-SEC-0330 or by accessing the SEC’s website at www.sec.gov. Our internet website address is www.ustoreit.com.  You also can obtain on our website, free of charge, a copy of our annual report on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K, and any amendments to those reports, as soon as reasonably practicable after we electronically file such reports or amendments with, or furnish them to, the SEC. Our internet website and the information contained therein or connected thereto are not intended to be incorporated by reference into this Annual Report on Form 10-K.

 

Also available on our website, free of charge, are copies of our Code of Business Conduct and Ethics, our Corporate Governance Guidelines, and the charters for each of the committees of our Board of Trustees — the Audit Committee, the Corporate Governance and Nominating Committee, and the Compensation Committee. Copies of each of these documents are also available in print free of charge, upon request by any shareholder. You can obtain copies of these documents by contacting Investor Relations by mail at 460 E. Swedesford Road, Suite 3000, Wayne, PA 19087.

 

ITEM 1A.  RISK FACTORS

 

Overview

 

Investors should carefully consider, among other factors, the risks set forth below. These risks are not the only ones that we may face. Additional risks not presently known to us or that we currently consider immaterial may also impair our business operations and hinder our ability to make expected distributions to our shareholders.

 

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We face risks related to current debt maturities, including refinancing and counterparty risk.

 

Approximately 15% (or approximately $115 million) of the aggregate principal amount of our total debt, including our mortgage and revolving indebtedness is due on or before December 31, 2010.  Certain of our mortgages will have significant outstanding balances on their maturity dates, commonly known as “balloon payments.”  We may not have the cash resources available to repay those amounts, and we may have to raise funds for such repayment either through the issuance of capital stock, additional borrowings (which may include extension of maturity dates), joint ventures or asset sales.  There can be no assurance that we will be able to refinance the debt on favorable terms or at all. To the extent we cannot refinance debt on favorable terms or at all, we may be forced to dispose of properties on disadvantageous terms or pay higher interest rates, either of which would have an adverse impact on our financial performance and ability to pay dividends to investors

 

In addition, we may be exposed to the potential risk of counterparty default or non-payment with respect to interest rate hedges, swap agreements, floors, caps and other interest rate hedging contracts that we may enter into from time to time, in which event we could suffer a material loss on the value of those agreements.  Although these agreements may lessen the impact of rising interest rates on us, they also expose us to the risk that other parties to the agreements will not perform or that we cannot enforce the agreements.  There is no assurance that our potential counterparties on these agreements are likely to perform their obligations under such agreements.

 

Financing our future growth plan or refinancing existing debt maturities could be impacted by negative capital market conditions.

 

Recently, domestic financial markets have experienced extreme volatility and uncertainty. Overall liquidity has tightened in the domestic financial markets, including the investment grade debt and equity capital markets for which we historically sought financing. Consequently, there is greater uncertainty regarding our ability to access the credit markets in order to attract financing on reasonable terms nor can there be any assurance we can issue common or preferred equity securities at a reasonable price. Our ability to finance new acquisitions and refinance future debt maturities could be adversely impacted by our inability to secure permanent financing on reasonable terms, if at all.

 

The terms and covenants relating to our indebtedness could adversely impact our economic performance.

 

Like other real estate companies that incur debt, we are subject to risks associated with debt financing, such as the insufficiency of cash flow to meet required debt service payment obligations and the inability to refinance existing indebtedness.  If our debt cannot be paid, refinanced or extended at maturity, we may not be able to make distributions to shareholders at expected levels or at all and may not be able to acquire new properties.  Failure to make distributions to our shareholders could result in our failure to qualify as a REIT for federal income tax purposes.  Furthermore, an increase in our interest expense could adversely affect our cash flow and ability to make distributions to shareholders.  If we do not meet our debt service obligations, any facilities securing such indebtedness could be foreclosed on, which would have a material adverse effect on our cash flow and ability to make distributions and, depending on the number of facilities foreclosed on, could threaten our continued viability.

 

Our secured credit facility contains (and any new or amended facility we may enter into from time to time will likely contain) customary affirmative and negative covenants, including financial covenants that, among other things, require us to comply with certain liquidity and net worth tests.  Our ability to borrow under our credit facility is (and any new or amended facility we may enter into from time to time will be) subject to compliance with such financial and other covenants.  In the event that we fail to satisfy these covenants, we would be in default under the credit facility and may be required to repay such debt with capital from other sources.  Under such circumstances, other sources of debt or equity capital may not be available to us, or may be available only on unattractive terms.  Moreover, the presence of such covenants in our credit agreements could cause us to operate our business with a view toward compliance with such covenants, which might not produce optimal returns for shareholders.

 

Increases in interest rates on variable rate indebtedness would increase our interest expense, which could adversely affect our cash flow and ability to make distributions to shareholders.  Rising interest rates could also restrict our ability to refinance existing debt when it matures.  In addition, an increase in interest rates could decrease the amounts that third parties are willing to pay for our assets, thereby limiting our ability to alter our portfolio promptly in relation to economic or other conditions.  We may enter into, from time to time, agreements such as interest rate hedges, swap agreements, floors, caps and other interest rate hedging contracts with respect to a portion of our variable rate debt.  Although such agreements may lessen

 

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the impact of rising interest rates on us, they also expose us to the risk that other parties to the agreements will not perform or that we cannot enforce the agreements.  There is no assurance that our potential counterparties on swap agreements are likely to perform their obligations under such agreements.

 

Our organizational documents contain no limitation on the amount of debt we may incur.  As a result, we may become highly leveraged in the future.

 

Our organizational documents contain no limitations on the amount of indebtedness that we or our operating partnership may incur. We could alter the balance between our total outstanding indebtedness and the value of our assets at any time. If we become more highly leveraged, then the resulting increase in debt service could adversely affect our ability to make payments on our outstanding indebtedness and to pay our anticipated distributions and/or the distributions required to maintain our REIT status, and could harm our financial condition.

 

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.

 

To continue to qualify as a REIT, we are required to distribute to our shareholders each year at least 90% of our REIT taxable income, excluding net capital gains or pay applicable income taxes. In order to eliminate federal income tax, we will be required to distribute annually 100% of our net taxable income, including capital gains. Because of these distribution requirements, we likely will not be able to fund all future capital needs, including capital for acquisitions and facility development, with income from operations. We therefore will have to rely on third-party sources of capital, which may or may not be available on favorable terms, if at all. Our access to third-party sources of capital depends on a number of things, including the market’s perception of our growth potential and our current and potential future earnings and our ability to continue to qualify as a REIT for federal income tax purposes. If we are unable to obtain third-party sources of capital, we may not be able to acquire or develop facilities when strategic opportunities exist, satisfy our debt obligations or make distributions to shareholders that would permit us to qualify as a REIT or avoid paying tax on our REIT taxable income.

 

Additional issuances of equity securities may be dilutive to shareholders.

 

The interests of our shareholders could be diluted if we issue additional equity securities to finance future developments or acquisitions or to repay indebtedness.  Our Board of Trustees may authorize the issuance of additional equity securities without shareholder approval.  Our ability to execute our business strategy depends upon our access to an appropriate blend of debt financing, including unsecured lines of credit and other forms of secured and unsecured debt, and equity financing, including the issuance of common and preferred equity.

 

Because real estate is illiquid, we may not be able to sell properties when appropriate.

 

Real estate property investments generally cannot be sold quickly. Also, the tax laws applicable to REITs require that we hold our facilities for investment, rather than sale in the ordinary course of business, which may cause us to forgo or defer sales of facilities that otherwise would be in our best interest. Therefore, we may not be able to dispose of facilities promptly, or on favorable terms, in response to economic or other market conditions, which may adversely affect our financial position.

 

Rising operating expenses could reduce our cash flow and funds available for future distributions.

 

Our facilities and any other facilities we acquire or develop in the future are and will be subject to operating risks common to real estate in general, any or all of which may negatively affect us. Our facilities are subject to increases in operating expenses such as real estate and other taxes, utilities, insurance, administrative expenses and costs for repairs and maintenance. If operating expenses increase without a corresponding increase in revenues, our profitability could diminish and limit our ability to make distributions to our shareholders.

 

Our insurance coverage may not comply fully with certain loan requirements.

 

We maintain comprehensive insurance on each of our self-storage facilities in amounts sufficient to permit replacement of the property, subject to applicable deductibles. Certain of our properties serve as collateral for our mortgage-backed debt, some of which was assumed in connection with our acquisition of facilities, that requires us to maintain insurance at levels and on terms that are not commercially reasonable in the current insurance environment. We may be unable to obtain

 

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required insurance coverage if the cost and/or availability make it impractical or impossible to comply with debt covenants. If we cannot comply with a lender’s requirements in any respect, the lender could declare a default that could affect our ability to obtain future financing and could have a material adverse effect on our results of operations and cash flows and our ability to obtain future financing. In addition, we may be required to self-insure against certain losses or the Company’s insurance costs may increase.

 

Potential losses may not be covered by insurance, which could result in the loss of our investment in a facility and the future cash flows from the facility.

 

We carry comprehensive liability, fire, extended coverage and rental loss insurance covering all of the facilities in our portfolio. We believe the policy specifications and insured limits are appropriate and adequate given the relative risk of loss, the cost of the coverage and industry practice. We do not carry insurance for losses such as loss from riots, war or acts of God, and, in some cases, flooding and environmental hazards, because such coverage is not available or is not available at commercially reasonable rates. Some of our policies, such as those covering losses due to terrorism, hurricanes, floods and earthquakes, are insured subject to limitations involving large deductibles or co-payments and policy limits that may not be sufficient to cover losses. If we experience a loss at a facility that is uninsured or that exceeds policy limits, we could lose the capital invested in that facility as well as the anticipated future cash flows from that facility. Inflation, changes in building codes and ordinances, environmental considerations, and other factors also might make it impractical or undesirable to use insurance proceeds to replace a facility after it has been damaged or destroyed. In addition, if the damaged facilities are subject to recourse indebtedness, we would continue to be liable for the indebtedness, even if these facilities were irreparably damaged.

 

We cannot assure you of our ability to pay dividends in the future.

 

Historically, we have paid quarterly distributions to our shareholders, and we intend to pay quarterly dividends and to make distributions to our shareholders in amounts such that all or substantially all of our taxable income in each year, subject to certain adjustments, is distributed.  This, along with other factors, should enable us to qualify for the tax benefits accorded to a REIT under the Internal Revenue Code.  We have not established a minimum dividends payment level and all future distributions will be made at the discretion of our Board of Trustees. Our ability to pay dividends will depend upon, among other factors:

 

·                  the operational and financial performance of our facilities;

 

·                  capital expenditures with respect to existing and newly acquired facilities;

 

·                  general and administrative costs associated with our operation as a publicly-held REIT;

 

·                  maintenance of our REIT status;

 

·                  the amount of, and the interest rates on, our debt;

 

·                  the absence of significant expenditures relating to environmental and other regulatory matters; and

 

·                  other risk factors described in this Annual Report on Form 10-K.

 

Certain of these matters are beyond our control and any significant difference between our expectations and actual results could have a material adverse effect on our cash flow and our ability to make distributions to shareholders.

 

Our performance and the value of our self-storage facilities are subject to risks associated with our properties and with the real estate industry.

 

Our rental revenues and operating costs and the value of our real estate assets, and consequently the value of our securities, are subject to the risk that if our facilities do not generate revenues sufficient to meet our operating expenses, including debt service and capital expenditures, our cash flow and ability to pay distributions to our shareholders will be adversely affected.  Events or conditions beyond our control that may adversely affect our operations or the value of our facilities include:

 

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·                  downturns in the national, regional and local economic climate;

 

·                  local or regional oversupply, increased competition or reduction in demand for self-storage space;

 

·                  vacancies or changes in market rents for self-storage space;

 

·                  inability to collect rent from customers;

 

·                  increased operating costs, including maintenance, insurance premiums and real estate taxes;

 

·                  changes in interest rates and availability of financing;

 

·                  hurricanes, earthquakes and other natural disasters, civil disturbances, terrorist acts or acts of war that may result in uninsured or underinsured losses;

 

·                  significant expenditures associated with acquisitions and development projects, such as debt service payments, real estate taxes, insurance and maintenance costs which are generally not reduced when circumstances cause a reduction in revenues from a property;

 

·                  costs of complying with changes in laws and governmental regulations, including those governing usage, zoning, the environment and taxes; and

 

·                  the relative illiquidity of real estate investments.

 

In addition, prolonged periods of economic slowdown or recession, rising interest rates or declining demand for self-storage, or the public perception that any of these events may occur, could result in a general decline in rental revenues, which could impair our ability to satisfy our debt service obligations and to make distributions to our shareholders.

 

Rental revenues are significantly influenced by demand for self-storage space generally, and a decrease in such demand would likely have a greater adverse effect on our rental revenues than if we owned a more diversified real estate portfolio.

 

Because our portfolio of facilities consists primarily of self-storage facilities, we are subject to risks inherent in investments in a single industry. A decrease in the demand for self-storage space would have a greater adverse effect on our rental revenues than if we owned a more diversified real estate portfolio. Demand for self-storage space has been and could be adversely affected by ongoing weakness in the national, regional and local economies, changes in supply of, or demand for, similar or competing self-storage facilities in an area and the excess amount of self-storage space in a particular market. To the extent that any of these conditions occur, they are likely to affect market rents for self-storage space, which could cause a decrease in our rental revenue. Any such decrease could impair our ability to satisfy debt service obligations and make distributions to our shareholders.

 

Adverse macroeconomic and business conditions may significantly and negatively affect our revenues, profitability and results of operations.

 

The United States has recently experienced an economic slowdown that has resulted in higher unemployment, shrinking demand for products, large-scale business failures and tight credit markets.  Our results of operations may be sensitive to changes in overall economic conditions that impact consumer spending, including discretionary spending, as well as to increased bad debts due to recessionary pressures.  A continuation of ongoing adverse economic conditions affecting disposable consumer income, such as employment levels, business conditions, interest rates, tax rates, fuel and energy costs, and other matters could reduce consumer spending or cause consumers to shift their spending to other products and services.  A general reduction in the level of discretionary spending or shifts in consumer discretionary spending could adversely affect our growth and profitability.

 

It is difficult to determine the breadth and duration of the economic and financial market problems and the many ways in which they may affect our customers and our business in general. Nonetheless, continuation or further worsening of these difficult financial and macroeconomic conditions could have a significant adverse effect on our sales, profitability and results of operations.

 

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Our financial performance is dependent upon the economic and other conditions of the markets in which our facilities are located.

 

We are susceptible to adverse developments in the markets in which we operate, such as business layoffs or downsizing, industry slowdowns, relocations of businesses, changing demographics and other factors. Our facilities in California, Florida, Texas, Ohio, Tennessee, Illinois and Arizona accounted for approximately 17%, 16%, 11%, 8%, 7%, 7% and 5%, respectively, of our total rentable square feet as of December 31, 2009. As a result of this geographic concentration of our facilities, we are particularly susceptible to adverse market conditions in these areas. Any adverse economic or real estate developments in these markets, or in any of the other markets in which we operate, or any decrease in demand for self-storage space resulting from the local business climate could adversely affect our rental revenues, which could impair our ability to satisfy our debt service obligations and pay distributions to our shareholders.

 

Many states and local jurisdictions are facing severe budgetary problems which may have an adverse impact on our business and financial results.

 

Many states and jurisdictions are facing severe budgetary problems. Action that may be taken in response to these problems, such as increases in property taxes on commercial properties, changes to sales taxes or other governmental efforts, including mandating medical insurance for employees, could adversely impact our business and results of operations.

 

Terrorist attacks and other acts of violence or war may adversely impact our performance and may affect the markets on which our securities are traded.

 

Terrorist attacks against our facilities, the United States or our interests, may negatively impact our operations and the value of our securities.  Attacks or armed conflicts could negatively impact the demand for self-storage facilities and increase the cost of insurance coverage for our facilities, which could reduce our profitability and cash flow.  Furthermore, any terrorist attacks or armed conflicts could result in increased volatility in or damage to the United States and worldwide financial markets and economy.

 

We face risks and significant competition associated with actions taken by our competitors.

 

Actions by our competitors may decrease or prevent increases of the occupancy and rental rates of our properties.  We compete with numerous developers, owners and operators of self-storage, including other REITs, some of which own or may in the future own properties similar to ours in the same submarkets in which our properties are located and some of which may have greater capital resources.  In addition, due to the relatively low cost of each individual self-storage facility, other developers, owners and operators have the capability to build additional facilities that may compete with our facilities.

 

If our competitors build new facilities that compete with our facilities or offer space at rental rates below current market rates or below the rental rates we currently charge our tenants, we may lose potential tenants, and we may be pressured to reduce our rental rates below those we currently charge in order to retain tenants when our tenants’ leases expire.  As a result, our financial condition, cash flow, cash available for distribution, market price of our stock and ability to satisfy our debt service obligations could be materially adversely affected.  In addition, increased competition for customers may require us to make capital improvements to facilities that we would not have otherwise made. Any unbudgeted capital improvements we undertake may reduce cash available for distributions to our shareholders.

 

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We also face significant competition for acquisitions and development opportunities.  Some of our competitors have greater financial resources than we do and a greater ability to borrow funds to acquire facilities.  These competitors may also be willing and/or able to accept more risk than we can prudently manage, including risks with respect to the geographic proximity of investments and the payment of higher facility acquisition prices.  This competition for investments may reduce the number of suitable investment opportunities available to us, may increase acquisition costs and may reduce demand for self-storage space in certain areas where our facilities are located and, as a result, adversely affect our operating results.

 

We face risks associated with facility acquisitions.

 

We have in the past acquired, and intend at some time in the future to acquire, individual and portfolios of self-storage facilities that would increase our size and potentially alter our capital structure.  Although we believe that the acquisitions that we expect to undertake in the future will enhance our future financial performance, the success of such transactions is subject to a number of factors, including the risks that:

 

·                  we may not be able to obtain financing for acquisitions on favorable terms;

 

·                  acquisitions may fail to perform as expected;

 

·                  the actual costs of repositioning or redeveloping acquired facilities may be higher than our estimates;

 

·                  acquisitions may be located in new markets where we may have limited knowledge and understanding of the local economy, an absence of business relationships in the area or an unfamiliarity with local governmental and permitting procedures;

 

·                  there is only limited recourse, or no recourse, to the former owners of newly acquired facilities for unknown or undisclosed liabilities such as the clean-up of undisclosed environmental contamination; claims by tenants, vendors or other persons arising on account of actions or omissions of the former owners of the facilities; ordinary course of business expenses; and claims by local governments, adjoining property owners, property owner associations, and easement holders for fees, assessments, taxes on other property-related changes.

 

As a result, if a liability were asserted against us based upon ownership of an acquired facility, we might be required to pay significant sums to settle it, which could adversely affect our financial results and cash flow.

 

We will incur costs and will face integration challenges when we acquire additional facilities.

 

As we acquire or develop additional self-storage facilities, we will be subject to risks associated with integrating and managing new facilities, including customer retention and mortgage default risks. In the case of a large portfolio purchase, we could experience strains in our existing management information capacity.  In addition, acquisitions or developments may cause disruptions in our operations and divert management’s attention away from day-to-day operations. Furthermore, our profitability may suffer because we will be required to expense acquisition-related costs and amortize in future periods costs for acquired goodwill and other intangible assets. Our failure to successfully integrate any future facilities into our portfolio could have an adverse effect on our operating costs and our ability to make distributions to our shareholders.

 

The acquisition of new facilities that lack operating history with us will give rise to difficulties in predicting revenue potential.

 

We intend to continue to acquire additional facilities.  These acquisitions could fail to perform in accordance with expectations.  If we fail to accurately estimate occupancy levels, operating costs or costs of improvements to bring an acquired facility up to the standards established for our intended market position, the performance of the facility may be below expectations.  Acquired facilities may have characteristics or deficiencies affecting their valuation or revenue potential that we have not yet discovered.  We cannot assure you that the performance of facilities acquired by us will increase or be maintained under our management.

 

Property ownership through joint ventures may limit our ability to act exclusively in our interest.

 

We have in the past, and may continue to, co-invest with third parties through joint ventures. In any such joint venture, we may not be in a position to exercise sole decision-making authority regarding the facilities owned through joint ventures.

 

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Investments in joint ventures may, under certain circumstances, involve risks not present when a third party is not involved, including the possibility that joint venture partners might become bankrupt or fail to fund their share of required capital contributions. Joint venture partners may have business interests or goals that are inconsistent with our business interests or goals and may be in a position to take actions contrary to our policies or objectives. Such investments also have the potential risk of impasse on strategic decisions, such as a sale, in cases where neither we nor the joint venture partner would have full control over the joint venture. In other circumstances, joint venture partners may have the ability without our agreement to make certain major decisions, including decisions about sales, capital expenditures and/or financing. Any disputes that may arise between us and our joint venture partners could result in litigation or arbitration that could increase our expenses and distract our officers and/or Trustees from focusing their time and effort on our business. In addition, we might in certain circumstances be liable for the actions of our joint venture partners, and the activities of a joint venture could adversely affect our ability to qualify as a REIT, even though we do not control the joint venture.

 

We face system security risks as we depend upon automated processes and the Internet.

 

We are increasingly dependent upon automated information technology processes.  While we attempt to mitigate this risk through offsite backup procedures and contracted data centers that include, in some cases, redundant operations, we could still be severely impacted by a catastrophic occurrence, such as a natural disaster or a terrorist attack. In addition, an increasing portion of our business operations are conducted over the Internet, increasing the risk of viruses that could cause system failures and disruptions of operations despite our deployment of anti-virus measures. Experienced computer programmers may be able to penetrate our network security and misappropriate our confidential information, create system disruptions or cause shutdowns.

 

Potential liability for environmental contamination could result in substantial costs.

 

We are subject to federal, state and local environmental regulations that apply generally to the ownership of real property and the operation of self-storage facilities. If we fail to comply with those laws, we could be subject to significant fines or other governmental sanctions.

 

Under various federal, state and local laws, ordinances and regulations, an owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances or petroleum product releases at a facility and may be held liable to a governmental entity or to third parties for property damage and for investigation and clean up costs incurred by such parties in connection with contamination. Such liability may be imposed whether or not the owner or operator knew of, or was responsible for, the presence of these hazardous or toxic substances. The cost of investigation, remediation or removal of such substances may be substantial, and the presence of such substances, or the failure to properly remediate such substances, may adversely affect the owner’s ability to sell or rent such facility or to borrow using such facility as collateral. In addition, in connection with the ownership, operation and management of real properties, we are potentially liable for property damage or injuries to persons and property.

 

Our practice is to conduct or obtain environmental assessments in connection with the acquisition or development of additional facilities. We obtain or examine environmental assessments from qualified and reputable environmental consulting firms (and intend to conduct such assessments prior to the acquisition or development of additional facilities). The environmental assessments received to date have not revealed, nor do we have actual knowledge of, any environmental liability that we believe will have a material adverse effect on us. However, we cannot assure you that any environmental assessments performed have identified or will identify all material environmental conditions, that any prior owner of any facility did not create a material environmental condition not actually known to us or that a material environmental condition does not otherwise exist with respect to any of our facilities.

 

Americans with Disabilities Act and applicable state accessibility act compliance may require unanticipated expenditures.

 

Under the Americans with Disabilities Act of 1990 and applicable state accessibility act laws (collectively, the “ADA”), all places of public accommodation are required to meet federal requirements related to physical access and use by disabled persons. A number of other federal, state and local laws may also impose access and other similar requirements at our facilities. A failure to comply with the ADA or similar state or local requirements could result in the governmental imposition of fines or the award of damages to private litigants affected by the noncompliance. Although we believe that our facilities comply in all material respects with these requirements (or would be eligible for applicable exemptions from material requirements because of adaptive assistance provided), a determination that one or more of our facilities is not in compliance with the ADA or similar state or local requirements would result in the incurrence of additional costs associated with

 

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bringing the facilities into compliance. If we are required to make substantial modifications to comply with the ADA or similar state or local requirements, we may be required to incur significant unanticipated expenditures, which could have an adverse effect on our operating costs and our ability to make distributions to our shareholders.

 

We may become subject to litigation or threatened litigation which may divert management’s time and attention, require us to pay damages and expenses or restrict the operation of our business.

 

We may become subject to disputes with commercial parties with whom we maintain relationships or other parties with whom we do business. Any such dispute could result in litigation between us and the other parties. Whether or not any dispute actually proceeds to litigation, we may be required to devote significant management time and attention to its successful resolution (through litigation, settlement or otherwise), which would detract from our management’s ability to focus on our business. Any such resolution could involve the payment of damages or expenses by us, which may be significant. In addition, any such resolution could involve our agreement with terms that restrict the operation of our business.

 

One type of commercial dispute could involve our use of our brand name and other intellectual property (for example, logos, signage and other marks), for which we generally have common law rights but no federal trademark registration. There are other commercial parties, at both a local and national level, that may assert that our use of our brand names and other intellectual property conflict with their rights to use brand names and other intellectual property that they consider to be similar to ours. Any such commercial dispute and related resolution would involve all of the risks described above, including, in particular, our agreement to restrict the use of our brand name or other intellectual property.

 

We also could be sued for personal injuries and/or property damage occurring on our properties.  We maintain liability insurance with limits that we believe adequate to provide for the defense and/or payment of any damages arising from such lawsuits.  There can be no assurance that such coverage will cover all costs and expenses from such suits.

 

Failure to qualify as a REIT would subject us to U.S. federal income tax which would reduce the cash available for distribution to our shareholders.

 

We operate our business to qualify to be taxed as a REIT for federal income tax purposes. We have not requested and do not plan to request a ruling from the IRS that we qualify as a REIT, and the statements in this Annual Report on Form 10-K are not binding on the IRS or any court. As a REIT, we generally will not be subject to federal income tax on the income that we distribute currently to our shareholders. Many of the REIT requirements, however, are highly technical and complex. The determination that we are a REIT requires an analysis of various factual matters and circumstances that may not be totally within our control. For example, to qualify as a REIT, at least 95% of our gross income must come from specific passive sources, such as rent, that are itemized in the REIT tax laws. In addition, to qualify as a REIT, we cannot own specified amounts of debt and equity securities of some issuers. We also are required to distribute to our shareholders with respect to each year at least 90% of our REIT taxable income (excluding net capital gains). The fact that we hold substantially all of our assets through the operating partnership and its subsidiaries further complicates the application of the REIT requirements for us. Even a technical or inadvertent mistake could jeopardize our REIT status and, given the highly complex nature of the rules governing REITs and the ongoing importance of factual determinations, we cannot provide any assurance that we will continue to qualify as a REIT. Furthermore, Congress and the IRS might make changes to the tax laws and regulations, and the courts might issue new rulings, that make it more difficult, or impossible, for us to remain qualified as a REIT. If we fail to qualify as a REIT for federal income tax purposes and are able to avail ourselves of one or more of the statutory savings provisions in order to maintain our REIT status, we would nevertheless be required to pay penalty taxes of $50,000 or more for each such failure.

 

If we fail to qualify as a REIT for federal income tax purposes, and are unable to avail ourselves of certain savings provisions set forth in the Internal Revenue Code, we would be subject to federal income tax at regular corporate rates on all of our income. As a taxable corporation, we would not be allowed to take a deduction for distributions to shareholders in computing our taxable income or pass through long term capital gains to individual shareholders at favorable rates. We also could be subject to the federal alternative minimum tax and possibly increased state and local taxes. We would not be able to elect to be taxed as a REIT for four years following the year we first failed to qualify unless the IRS were to grant us relief under certain statutory provisions. If we failed to qualify as a REIT, we would have to pay significant income taxes, which would reduce our net earnings available for investment or distribution to our shareholders. This likely would have a significant adverse effect on our earnings and likely would adversely affect the value of our securities. In addition, we would no longer be required to pay any distributions to shareholders.

 

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To maintain our REIT status, we may be forced to borrow funds on a short term basis during unfavorable market conditions.

 

As a REIT, we are subject to certain distribution requirements, including the requirement to distribute 90% of our REIT taxable income that may result in our having to make distributions at disadvantageous time or to borrow funds at unfavorable rates.  Compliance with this requirement may hinder our ability to operate solely on the basis of maximizing profits.

 

We will pay some taxes even if we qualify as a REIT, which will reduce the cash available for distribution to our shareholders.

 

Even if we qualify as a REIT for federal income tax purposes, we will be required to pay certain federal, state and local taxes on our income and property. For example, we will be subject to income tax to the extent we distribute less than 100% of our REIT taxable income, including capital gains. Additionally, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which dividends paid by us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years. Moreover, if we have net income from “prohibited transactions,” that income will be subject to a 100% penalty tax. In general, prohibited transactions are sales or other dispositions of property held primarily for sale to customers in the ordinary course of business. The determination as to whether a particular sale is a prohibited transaction depends on the facts and circumstances related to that sale. We cannot guarantee that sales of our properties would not be prohibited transactions unless we comply with certain statutory safe-harbor provisions.

 

In addition, any net taxable income earned directly by our taxable REIT subsidiaries, or through entities that are disregarded for federal income tax purposes as entities separate from our taxable REIT subsidiaries, will be subject to federal and possibly state corporate income tax. We have elected to treat U-Store-It Mini Warehouse Co. as a taxable REIT subsidiary, and we may elect to treat other subsidiaries as taxable REIT subsidiaries in the future. In this regard, several provisions of the laws applicable to REITs and their subsidiaries ensure that a taxable REIT subsidiary will be subject to an appropriate level of federal income taxation. For example, a taxable REIT subsidiary is limited in its ability to deduct certain interest payments made to an affiliated REIT. In addition, the REIT has to pay a 100% penalty tax on some payments that it receives or on some deductions taken by a taxable REIT subsidiary if the economic arrangements between the REIT, the REIT’s customers, and the taxable REIT subsidiary are not comparable to similar arrangements between unrelated parties. Finally, some state and local jurisdictions may tax some of our income even though as a REIT we are not subject to federal income tax on that income because not all states and localities follow the federal income tax treatment of REITs. To the extent that we and our affiliates are required to pay federal, state and local taxes, we will have less cash available for distributions to our shareholders.

 

We are dependent upon our key personnel whose continued service is not guaranteed.

 

Our top executives, Dean Jernigan, Christopher Marr and Timothy Martin, have extensive self-storage, real estate and public company experience.  Although we have employment agreements with these members of our senior management team, we cannot provide any assurance that any of them will remain in our employment.  The loss of services of one or more members of our senior management team, particularly Dean Jernigan, our Chief Executive Officer, could adversely affect our operations and our future growth.

 

Privacy concerns could result in regulatory changes that may harm our business.

 

Personal privacy has become a significant issue in the jurisdictions in which we operate. Many jurisdictions in which we operate have imposed restrictions and requirements on the use of personal information by those collecting such information. Changes to law or regulations affecting privacy, if applicable to our business, could impose additional costs and liability on us and could limit our use and disclosure of such information.

 

We are dependent upon our on-site personnel to maximize customer satisfaction; any difficulties we encounter in hiring, training and retaining skilled field personnel may adversely affect our rental revenues.

 

As of December 31, 2009, we had 808 field personnel involved in the management and operation of our facilities. The customer service, marketing skills and knowledge of local market demand and competitive dynamics of our facility managers are contributing factors to our ability to maximize our rental income and to achieve the highest sustainable rent levels at each of our facilities. We compete with various other companies in attracting and retaining qualified and skilled personnel.

 

18



Table of Contents

 

Competitive pressures may require that we enhance our pay and benefits package to compete effectively for such personnel.  If there is an increase in these costs or if we fail to attract and retain qualified and skilled personnel, our business and operating results could be harmed.

 

Certain provisions of Maryland law could inhibit changes in control, 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.

 

Certain provisions of Maryland law may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change of control under circumstances that otherwise could provide the holders of our common shares with the opportunity to realize a premium over the then-prevailing market price of those shares, including:

 

·         “business combination moratorium/fair price” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested shareholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our shares or an affiliate thereof) for five years after the most recent date on which the shareholder becomes an interested shareholder, and thereafter imposes stringent fair price and super-majority shareholder voting requirements on these combinations; and

 

·         “control share” provisions that provide that “control shares” of our company (defined as shares which, when aggregated with other shares controlled by the shareholder, entitle the shareholder to exercise one of three increasing ranges of voting power in electing Trustees) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of “control shares” from a party other than the issuer) have no voting rights except to the extent approved by our shareholders by the affirmative vote of at least two thirds of all the votes entitled to be cast on the matter, excluding all interested shares, and are subject to redemption in certain circumstances.

 

We have opted out of these provisions of Maryland law. However, our Board of Trustees may opt to make these provisions applicable to us at any time without shareholder approval.

 

Our Trustees also have the discretion, granted in our bylaws and Maryland law, without shareholder approval to, among other things (1) create a staggered Board of Trustees, and (2) amend our bylaws or repeal individual bylaws in a manner that provides the Board of Trustees with greater authority.  Any such action could inhibit or impede a third party from making a proposal to acquire us at a price that could be beneficial to our shareholders.

 

Robert J. Amsdell, our former Chairman and Chief Executive Officer; Barry L. Amsdell, a former Trustee; Todd C. Amsdell, our former Chief Operating Officer and former President of our development subsidiary; and the Amsdell Entities (collectively, “The Amsdell Family”) collectively own an approximate 13.96 % beneficial interest in our company on a fully diluted basis and therefore have the ability to exercise significant influence on any matter presented to our shareholders.

 

The Amsdell Family collectively owns approximately 12.6% of our outstanding common shares, and an approximate 13.96% beneficial interest in our company on a fully diluted basis. Consequently, the Amsdell Family may be able to significantly influence the outcome of matters submitted for shareholder action, including the election of our Board of Trustees and approval of significant corporate transactions, including business combinations, consolidations and mergers. As a result, Robert J. Amsdell, Barry L. Amsdell and Todd C. Amsdell have substantial influence on us and could exercise their influence in a manner that conflicts with the interests of our other shareholders.

 

Our shareholders have limited control to prevent us from making any changes to our investment and financing policies.

 

Our Board of Trustees has adopted policies with respect to certain activities. These policies may be amended or revised from time to time at the discretion of our Board of Trustees without a vote of our shareholders. This means that our shareholders have limited control over changes in our policies. Such changes in our policies intended to improve, expand or diversify our business may not have the anticipated effects and consequently may adversely affect our business and prospects, results of operations and share price.

 

Our rights and the rights of our shareholders to take action against our Trustees and officers are limited.

 

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Table of Contents

 

Maryland law provides that a trustee or officer has no liability in that capacity if he or she performs his or her duties in good faith, in a manner he or she reasonably believes to be in our best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances. Our declaration of trust and bylaws require us to indemnify our Trustees and officers for actions taken by them in those capacities to the extent permitted by Maryland law. Accordingly, in the event that actions taken in good faith by any Trustee or officer impede our performance, our and our shareholders’ ability to recover damages from that Trustee or officer will be limited.

 

Our declaration of trust permits our Board of Trustees to issue preferred shares with terms that 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 declaration of trust permits our Board of Trustees to issue up to 40,000,000 preferred shares, having those preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications, or terms or conditions of redemption as determined by our Board. In addition, our Board may reclassify any unissued common shares into one or more classes or series of preferred shares. Thus, our Board could authorize, without shareholder approval, the issuance of preferred shares with terms and conditions that could have the effect of discouraging a takeover or other transaction in which holders of some or a majority of our shares might receive a premium for their shares over the then-prevailing market price of our shares. We currently do not expect that the Board would require shareholder approval prior to such a preferred issuance. In addition, any preferred shares that we issue would rank senior to our common shares with respect to the payment of distributions, in which case we could not pay any distributions on our common shares until full distributions have been paid with respect to such preferred shares.

 

Many factors could have an adverse effect on the market value of our securities.

 

A number of factors might adversely affect the price of our securities, many of which are beyond our control.  These factors include:

 

·                  increases in market interest rates, relative to the dividend yield on our shares.  If market interest rates go up, prospective purchasers of our securities may require a higher yield.  Higher market interest rates would not, however, result in more funds for us to distribute and, to the contrary, would likely increase our borrowing costs and potentially decrease funds available for distribution.  Thus, higher market interest rates could cause the market price of our common shares to go down;

 

·                  anticipated benefit of an investment in our securities as compared to investment in securities of companies in other industries (including benefits associated with tax treatment of dividends and distributions);

 

·                  perception by market professionals of REITs generally and REITs comparable to us in particular;

 

·                  level of institutional investor interest in our securities;

 

·                  relatively low trading volumes in securities of REITs;

 

·                  our results of operations and financial condition;

 

·                  investor confidence in the stock market generally; and

 

·                  additions and departures of key personnel.

 

The market value of our common shares is based primarily upon the market’s perception of our growth potential and our current and potential future earnings and cash distributions.  Consequently, our common shares may trade at prices that are higher or lower than our net asset value per common share.  If our future earnings or cash distributions are less than expected, it is likely that the market price of our common shares will diminish.

 

The market price of our common shares has been, and may continue to be, particularly volatile, and our shareholders may be unable to resell their shares at a profit.

 

20



Table of Contents

 

The market price of our common shares has been subject to significant fluctuations and may continue to fluctuate or decline.  Since March 2009, our common stock has been particularly volatile as the price of our common stock has ranged from a high of $7.83 to a low of $1.34.  In the past several years, REIT stocks have experienced high levels of volatility and significant declines in value from their historic highs. Additionally, as a result of the current global credit crisis and the concurrent economic downturn in the U.S. and globally, there have been significant declines in the values of equity securities generally in the U.S. and abroad.

 

In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. If our stock price is volatile, we may become the target of securities litigation. Securities litigation could result in substantial costs and divert our management’s attention and resources from our business.

 

ITEM 1B.  UNRESOLVED STAFF COMMENTS

 

None.

 

21



Table of Contents

 

ITEM 2.  PROPERTIES

 

Overview

 

As of December 31, 2009, we owned 367 self-storage facilities located in 26 states and the District of Columbia; and aggregating approximately 23.7 million rentable square feet. The following table sets forth certain summary information regarding our facilities by state as of December 31, 2009.

 

 

 

 

 

 

 

Total

 

% of Total

 

% of

 

 

 

Number of

 

Number of

 

Rentable

 

Rentable

 

Occupied

 

State

 

Facilities

 

Units

 

Square Feet

 

Square Feet

 

Square Feet

 

 

 

 

 

 

 

 

 

 

 

 

 

California

 

58

 

33,821

 

3,954,013

 

16.7

%

67.6

%

Florida

 

51

 

36,094

 

3,795,690

 

16.0

%

75.5

%

Texas

 

43

 

20,878

 

2,643,421

 

11.1

%

79.9

%

Ohio

 

33

 

15,347

 

1,879,352

 

7.9

%

72.4

%

Illinois

 

27

 

13,879

 

1,609,823

 

6.8

%

81.5

%

Tennessee

 

24

 

12,855

 

1,682,687

 

7.1

%

76.0

%

Arizona

 

24

 

11,713

 

1,246,619

 

5.3

%

75.3

%

Connecticut

 

17

 

7,076

 

848,086

 

3.6

%

78.0

%

New Jersey

 

13

 

9,004

 

876,505

 

3.7

%

74.1

%

Georgia

 

9

 

6,092

 

759,215

 

3.2

%

76.3

%

Indiana

 

9

 

5,171

 

592,742

 

2.5

%

71.3

%

New Mexico

 

9

 

3,437

 

387,665

 

1.6

%

80.4

%

Colorado

 

8

 

4,067

 

491,394

 

2.1

%

76.6

%

North Carolina

 

8

 

4,756

 

557,721

 

2.4

%

76.0

%

Maryland

 

5

 

4,191

 

517,782

 

2.2

%

83.0

%

New York

 

5

 

2,871

 

311,883

 

1.3

%

77.7

%

Michigan

 

4

 

1,885

 

270,869

 

1.1

%

70.7

%

Utah

 

4

 

2,255

 

241,524

 

1.0

%

79.8

%

Louisiana

 

3

 

1,423

 

195,267

 

0.8

%

81.0

%

Massachusetts

 

3

 

1,784

 

173,413

 

0.7

%

75.1

%

Pennsylvania

 

2

 

1,614

 

173,869

 

0.7

%

79.9

%

Virginia

 

2

 

1,174

 

130,682

 

0.6

%

69.0

%

Nevada

 

2

 

884

 

97,068

 

0.4

%

82.0

%

Alabama

 

1

 

798

 

128,951

 

0.5

%

73.7

%

Washington, DC

 

1

 

752

 

62,695

 

0.3

%

89.5

%

Mississippi

 

1

 

509

 

61,251

 

0.2

%

77.7

%

Wisconsin

 

1

 

485

 

58,515

 

0.2

%

76.4

%

Total/Weighted Average

 

367

 

204,815

 

23,748,702

 

100.0

%

75.2

%

 

Our Facilities

 

The following table sets forth certain additional information with respect to each of our facilities as of December 31, 2009. Our ownership of each facility consists of a fee interest in the facility held by U-Store-It, L.P., our operating partnership, or one of its subsidiaries, except for our Morris Township, NJ facility, where we have a ground lease. In addition, small parcels of land at five of our other facilities are subject to ground leases.

 

22



Table of Contents

 

 

 

Year Acquired/

 

Year

 

Rentable

 

 

 

 

 

Manager

 

% Climate

 

Facility Location

 

Developed (1)

 

Built

 

Square Feet

 

Occupancy (2)

 

Units

 

Apartment (3)

 

Controlled (4)

 

Mobile, AL †

 

1997

 

1974/90

 

128,951

 

73.7

%

798

 

Y

 

1.6

%

Chandler, AZ

 

2005

 

1985

 

47,520

 

81.7

%

439

 

Y

 

6.9

%

Glendale, AZ

 

1998

 

1987

 

56,850

 

76.5

%

529

 

Y

 

0.0

%

Green Valley, AZ

 

2005

 

1985

 

25,050

 

68.9

%

257

 

N

 

8.0

%

Mesa I, AZ

 

2006

 

1985

 

52,375

 

80.5

%

495

 

N

 

0.0

%

Mesa II, AZ

 

2006

 

1981

 

45,145

 

78.0

%

389

 

Y

 

8.4

%

Mesa III, AZ

 

2006

 

1986

 

58,264

 

68.1

%

482

 

Y

 

4.5

%

Phoenix I, AZ

 

2006

 

1987

 

100,762

 

66.4

%

757

 

Y

 

8.7

%

Phoenix II, AZ

 

2006

 

1974

 

45,270

 

85.3

%

409

 

Y

 

4.7

%

Scottsdale, AZ

 

1998

 

1995

 

80,925

 

79.9

%

635

 

Y

 

9.5

%

Tempe, AZ

 

2005

 

1975

 

53,890

 

72.9

%

403

 

Y

 

13.0

%

Tucson I, AZ

 

1998

 

1974

 

59,350

 

74.6

%

491

 

Y

 

0.0

%

Tucson II, AZ

 

1998

 

1988

 

43,950

 

76.6

%

525

 

Y

 

100.0

%

Tucson III, AZ

 

2005

 

1979

 

49,822

 

68.6

%

494

 

N

 

0.0

%

Tucson IV, AZ

 

2005

 

1982

 

48,040

 

81.1

%

508

 

Y

 

3.7

%

Tucson V, AZ

 

2005

 

1982

 

45,234

 

69.4

%

419

 

Y

 

3.0

%

Tucson VI, AZ

 

2005

 

1982

 

40,841

 

69.4

%

417

 

Y

 

3.4

%

Tucson VII, AZ

 

2005

 

1982

 

52,688

 

75.7

%

605

 

Y

 

2.0

%

Tucson VIII, AZ

 

2005

 

1979

 

46,650

 

73.9

%

466

 

Y

 

0.0

%

Tucson IX, AZ

 

2005

 

1984

 

67,656

 

73.9

%

610

 

Y

 

2.0

%

Tucson X, AZ

 

2005

 

1981

 

46,350

 

72.5

%

430

 

N

 

0.0

%

Tucson XI, AZ

 

2005

 

1974

 

42,700

 

75.4

%

433

 

Y

 

0.0

%

Tucson XII, AZ

 

2005

 

1974

 

42,325

 

83.7

%

437

 

Y

 

4.8

%

Tucson XIII, AZ

 

2005

 

1974

 

45,792

 

75.4

%

522

 

Y

 

0.0

%

Tucson XIV, AZ

 

2005

 

1976

 

49,170

 

85.8

%

561

 

Y

 

8.8

%

Apple Valley I, CA

 

1997

 

1984

 

73,250

 

48.1

%

552

 

N

 

0.0

%

Apple Valley II, CA

 

1997

 

1988

 

61,555

 

67.3

%

471

 

Y

 

5.9

%

Benicia, CA

 

2005

 

1988/93/05

 

74,770

 

83.8

%

734

 

Y

 

0.0

%

Bloomington I, CA

 

1997

 

1987

 

28,425

 

67.0

%

216

 

N

 

0.0

%

Bloomington II, CA †

 

1997

 

1987

 

25,860

 

67.4

%

20

 

N

 

0.0

%

Cathedral City, CA †

 

2006

 

1982/92

 

109,745

 

59.4

%

708

 

Y

 

2.3

%

Citrus Heights, CA

 

2005

 

1987

 

75,620

 

60.6

%

658

 

Y

 

0.0

%

Diamond Bar, CA

 

2005

 

1988

 

103,034

 

81.1

%

898

 

Y

 

0.0

%

Escondido, CA

 

2007

 

2002

 

142,970

 

74.5

%

1226

 

Y

 

6.6

%

Fallbrook, CA

 

1997

 

1985/88

 

46,370

 

88.6

%

446

 

Y

 

0.0

%

Hemet, CA

 

1997

 

1989

 

66,040

 

66.1

%

433

 

Y

 

0.0

%

Highland I, CA

 

1997

 

1987

 

76,765

 

52.3

%

841

 

Y

 

0.0

%

Highland II, CA

 

2006

 

1982

 

62,257

 

57.8

%

519

 

Y

 

1.0

%

Lancaster, CA

 

2001

 

1987

 

60,665

 

42.7

%

385

 

Y

 

0.0

%

Long Beach, CA

 

2006

 

1974

 

124,363

 

60.7

%

1349

 

Y

 

0.0

%

Murrieta, CA

 

2005

 

1996

 

49,790

 

81.7

%

426

 

Y

 

2.9

%

North Highlands, CA

 

2005

 

1980

 

57,244

 

84.0

%

471

 

N

 

0.0

%

Orangevale, CA

 

2005

 

1980

 

51,142

 

70.5

%

523

 

Y

 

0.0

%

Palm Springs I, CA

 

2006

 

1989

 

72,675

 

59.4

%

570

 

Y

 

0.0

%

Palm Springs II, CA †

 

2006

 

1982/89

 

122,370

 

61.6

%

626

 

Y

 

8.7

%

Pleasanton, CA

 

2005

 

2003

 

85,195

 

81.2

%

693

 

Y

 

0.0

%

Rancho Cordova, CA

 

2005

 

1979

 

53,928

 

64.7

%

460

 

Y

 

0.0

%

Redlands, CA

 

1997

 

1985

 

62,805

 

64.8

%

538

 

N

 

0.0

%

Rialto I, CA

 

1997

 

1987

 

57,371

 

68.8

%

497

 

Y

 

0.0

%

Rialto II, CA

 

2006

 

1980

 

99,783

 

74.3

%

749

 

Y

 

0.0

%

Riverside I, CA

 

1997

 

1989

 

28,310

 

76.8

%

226

 

N

 

0.0

%

Riverside II, CA †

 

1997

 

1989

 

20,420

 

67.6

%

18

 

N

 

0.0

%

Riverside III, CA

 

1998

 

1989

 

46,809

 

66.0

%

429

 

Y

 

0.0

%

Riverside IV, CA

 

2006

 

1977

 

67,220

 

76.7

%

663

 

Y

 

0.0

%

Riverside V, CA

 

2006

 

1985

 

85,346

 

50.0

%

830

 

Y

 

3.9

%

Riverside VI, CA

 

2007

 

2004

 

74,900

 

76.9

%

409

 

Y

 

12.7

%

Roseville, CA

 

2005

 

1979

 

60,094

 

75.2

%

547

 

N

 

0.0

%

Sacramento I, CA

 

2005

 

1979

 

51,114

 

66.2

%

543

 

Y

 

0.0

%

Sacramento II, CA

 

2005

 

1986

 

62,130

 

65.9

%

575

 

Y

 

0.0

%

San Bernardino I, CA

 

1997

 

1987

 

83,253

 

58.8

%

578

 

Y

 

2.0

%

San Bernardino II, CA

 

1997

 

1987

 

31,070

 

53.7

%

253

 

N

 

0.0

%

San Bernardino III, CA

 

1997

 

1989

 

57,215

 

71.1

%

584

 

Y

 

0.0

%

San Bernardino IV, CA

 

1997

 

1991

 

41,546

 

69.3

%

375

 

Y

 

0.0

%

San Bernardino V, CA

 

1997

 

1985/92

 

35,671

 

63.9

%

402

 

N

 

0.0

%

San Bernardino VI, CA

 

2005

 

2002/04

 

83,507

 

63.9

%

749

 

N

 

11.8

%

San Bernardino VII, CA

 

2006

 

1974

 

56,795

 

58.8

%

499

 

Y

 

4.2

%

San Bernardino VIII, CA

 

2006

 

1975

 

103,860

 

54.8

%

951

 

N

 

0.0

%

San Bernardino IX, CA

 

2006

 

1978

 

78,839

 

73.9

%

645

 

Y

 

1.3

%

San Bernardino X, CA

 

2006

 

1977

 

95,154

 

63.2

%

889

 

Y

 

0.0

%

San Marcos, CA

 

2005

 

1979

 

37,430

 

76.0

%

246

 

Y

 

0.0

%

Santa Ana, CA

 

2006

 

1984

 

64,571

 

69.6

%

710

 

N

 

2.4

%

South Sacramento, CA

 

2005

 

1979

 

51,740

 

48.8

%

417

 

Y

 

0.0

%

Spring Valley, CA

 

2006

 

1980

 

55,045

 

68.4

%

711

 

Y

 

0.0

%

 

23



Table of Contents

 

 

 

Year Acquired/

 

Year

 

Rentable

 

 

 

 

 

Manager

 

% Climate

 

Facility Location

 

Developed (1)

 

Built

 

Square Feet

 

Occupancy (2)

 

Units

 

Apartment (3)

 

Controlled (4)

 

Sun City, CA

 

1998

 

1989

 

38,335

 

90.0

%

362

 

N

 

0.0

%

Temecula I, CA

 

1998

 

1985/2003

 

81,700

 

72.3

%

683

 

Y

 

46.4

%

Temecula II, CA

 

2006

 

2003

 

84,345

 

72.4

%

643

 

Y

 

51.2

%

Thousand Palms, CA

 

2006

 

1988/01

 

75,445

 

58.0

%

765

 

Y

 

27.1

%

Vista I, CA

 

2001

 

1988

 

74,605

 

82.8

%

612

 

Y

 

0.0

%

Vista II, CA

 

2005

 

2001/02/03

 

147,421

 

70.6

%

1261

 

Y

 

2.3

%

Walnut, CA

 

2005

 

1987

 

50,708

 

72.2

%

536

 

Y

 

9.2

%

West Sacramento, CA

 

2005

 

1984

 

39,715

 

73.0

%

482

 

Y

 

0.0

%

Westminster, CA

 

2005

 

1983/98

 

68,148

 

77.7

%

558

 

Y

 

0.0

%

Yucaipa, CA

 

1997

 

1989

 

77,560

 

71.1

%

661

 

Y

 

0.0

%

Aurora I, CO

 

2005

 

1981

 

75,627

 

72.0

%

602

 

Y

 

0.0

%

Colorado Springs I, CO

 

2005

 

1986

 

47,975

 

76.0

%

454

 

Y

 

0.0

%

Colorado Springs II, CO

 

2006

 

2001

 

62,400

 

78.5

%

433

 

Y

 

0.0

%

Denver I, CO

 

2006

 

1997

 

59,200

 

70.4

%

451

 

Y

 

0.0

%

Federal Heights, CO

 

2005

 

1980

 

54,770

 

82.7

%

559

 

Y

 

0.0

%

Golden, CO

 

2005

 

1985

 

85,830

 

82.5

%

621

 

Y

 

1.2

%

Littleton I , CO

 

2005

 

1987

 

53,490

 

72.5

%

449

 

Y

 

37.4

%

Northglenn, CO

 

2005

 

1980

 

52,102

 

76.5

%

498

 

Y

 

0.0

%

Bloomfield, CT

 

1997

 

1987/93/94

 

48,700

 

74.4

%

436

 

Y

 

6.6

%

Branford, CT

 

1995

 

1986

 

50,679

 

76.4

%

431

 

N

 

2.2

%

Bristol, CT

 

2005

 

1989/99

 

48,050

 

76.5

%

438

 

N

 

22.3

%

East Windsor, CT

 

2005

 

1986/89

 

45,900

 

77.4

%

296

 

N

 

0.0

%

Enfield, CT

 

2001

 

1989

 

52,875

 

92.2

%

365

 

N

 

0.0

%

Gales Ferry, CT

 

1995

 

1987/89

 

54,130

 

72.7

%

596

 

N

 

6.3

%

Manchester I, CT (6)

 

2002

 

1999/00/01

 

47,125

 

86.3

%

459

 

N

 

37.6

%

Manchester II, CT

 

2005

 

1984

 

52,725

 

74.1

%

390

 

N

 

0.0

%

Milford, CT

 

1994

 

1975

 

44,885

 

76.9

%

376

 

Y

 

4.0

%

Monroe, CT

 

2005

 

1996/03

 

58,500

 

76.9

%

400

 

N

 

0.0

%

Mystic, CT

 

1994

 

1975/86

 

50,725

 

81.2

%

556

 

Y

 

2.3

%

Newington I, CT

 

2005

 

1978/97

 

42,520

 

71.2

%

248

 

N

 

0.0

%

Newington II, CT

 

2005

 

1979/81

 

36,140

 

82.9

%

198

 

N

 

0.0

%

Old Saybrook I, CT

 

2005

 

1982/88/00

 

87,625

 

80.6

%

713

 

N

 

5.8

%

Old Saybrook II, CT

 

2005

 

1988/02

 

26,425

 

80.9

%

254

 

N

 

54.6

%

South Windsor, CT

 

1994

 

1976

 

72,125

 

70.4

%

553

 

Y

 

1.1

%

Stamford, CT

 

2005

 

1997

 

28,957

 

78.3

%

367

 

N

 

32.8

%

Washington, DC

 

2008

 

2002

 

62,695

 

89.5

%

752

 

Y

 

96.5

%

Boca Raton, FL

 

2001

 

1998

 

37,958

 

76.5

%

605

 

Y

 

68.2

%

Boynton Beach I, FL

 

2001

 

1999

 

61,977

 

78.6

%

767

 

Y

 

54.2

%

Boynton Beach II, FL

 

2005

 

2001

 

61,777

 

67.8

%

580

 

Y

 

82.3

%

Bradenton I, FL

 

2004

 

1979

 

68,391

 

58.5

%

635

 

N

 

2.7

%

Bradenton II, FL

 

2004

 

1996

 

87,810

 

77.5

%

859

 

Y

 

40.1

%

Cape Coral, FL

 

2000*

 

2000

 

76,592

 

75.0

%

864

 

Y

 

83.5

%

Dania, FL

 

1994

 

1988

 

58,270

 

78.7

%

498

 

Y

 

26.9

%

Dania Beach, FL (6)

 

2004

 

1984

 

181,513

 

65.4

%

1975

 

N

 

20.4

%

Davie, FL

 

2001*

 

2001

 

81,135

 

70.1

%

853

 

Y

 

55.6

%

Deerfield Beach, FL

 

1998*

 

1998

 

57,280

 

82.8

%

519

 

Y

 

38.8

%

Delray Beach, FL

 

2001

 

1999

 

67,821

 

74.8

%

834

 

Y

 

39.3

%

Fernandina Beach, FL

 

1996

 

1986

 

110,785

 

71.7

%

828

 

N

 

35.7

%

Ft. Lauderdale, FL

 

1999

 

1999

 

70,093

 

87.8

%

690

 

Y

 

46.8

%

Ft. Myers, FL

 

1998

 

1998

 

67,642

 

68.8

%

591

 

Y

 

67.0

%

Jacksonville I, FL

 

2005

 

2005

 

80,586

 

84.1

%

730

 

N

 

100.0

%

Jacksonville II, FL

 

2007

 

2004

 

65,070

 

87.2

%

664

 

N

 

100.0

%

Jacksonville III, FL

 

2007

 

2003

 

65,595

 

80.6

%

691

 

N

 

100.0

%

Jacksonville IV, FL

 

2007

 

2006

 

78,370

 

73.3

%

704

 

N

 

75.1

%

Jacksonville V, FL

 

2007

 

2004

 

82,160

 

80.2

%

713

 

N

 

82.2

%

Kendall, FL

 

2007

 

2003

 

75,395

 

76.0

%

703

 

N

 

71.0

%

Lake Worth, FL †

 

1998

 

1998/02

 

161,808

 

88.0

%

1396

 

Y

 

37.2

%

Lakeland I, FL

 

1994

 

1988

 

49,095

 

78.5

%

491

 

Y

 

79.4

%

Lutz I, FL

 

2004

 

2000

 

66,595

 

64.5

%

614

 

Y

 

37.2

%

Lutz II, FL

 

2004

 

1999

 

69,232

 

80.2

%

539

 

Y

 

20.6

%

Margate I, FL †

 

1994

 

1979/81

 

54,505

 

75.1

%

339

 

N

 

10.0

%

Margate II, FL †

 

1996

 

1985

 

65,186

 

89.2

%

425

 

Y

 

28.8

%

Merrit Island, FL

 

2000

 

2000

 

50,417

 

71.2

%

465

 

Y

 

56.7

%

Miami I, FL

 

1995

 

1995

 

46,825

 

78.7

%

560

 

Y

 

52.1

%

Miami II, FL

 

1994

 

1989

 

67,060

 

72.1

%

567

 

Y

 

8.0

%

Miami VI, FL

 

2005

 

1988/03

 

150,510

 

70.4

%

1523

 

N

 

86.8

%

Naples I, FL

 

1996

 

1996

 

48,150

 

88.2

%

336

 

Y

 

26.6

%

Naples II, FL

 

1997

 

1985

 

65,850

 

84.8

%

644

 

Y

 

44.6

%

Naples III, FL

 

1997

 

1981/83

 

80,675

 

65.0

%

818

 

Y

 

23.9

%

Naples IV, FL

 

1998

 

1990

 

40,700

 

70.9

%

441

 

N

 

43.6

%

Ocoee, FL

 

2005

 

1997

 

76,130

 

81.2

%

627

 

Y

 

15.5

%

Orange City, FL

 

2004

 

2001

 

59,586

 

76.0

%

648

 

N

 

39.1

%

 

24



Table of Contents

 

 

 

Year Acquired/

 

Year

 

Rentable

 

 

 

 

 

Manager

 

% Climate

 

Facility Location

 

Developed (1)

 

Built

 

Square Feet

 

Occupancy (2)

 

Units

 

Apartment (3)

 

Controlled (4)

 

Orlando I, FL (6)

 

1997

 

1987

 

52,170

 

63.8

%

497

 

Y

 

4.9

%

Orlando II, FL

 

2005

 

2002/04

 

63,084

 

83.6

%

586

 

N

 

74.2

%

Orlando III, FL

 

2006

 

1988/90/96

 

104,140

 

68.2

%

790

 

Y

 

6.9

%

Oviedo, FL

 

2006

 

1988/1991

 

49,251

 

76.8

%

425

 

Y

 

3.2

%

Pembroke Pines, FL

 

1997

 

1997

 

67,321

 

83.0

%

702

 

Y

 

63.2

%

Royal Palm Beach I, FL †

 

1994

 

1988

 

98,961

 

64.7

%

675

 

N

 

54.5

%

Royal Palm Beach II, FL

 

2007

 

2004

 

81,415

 

72.2

%

770

 

N

 

82.3

%

Sanford, FL

 

2006

 

1988/2006

 

61,810

 

70.8

%

438

 

Y

 

28.6

%

Sarasota, FL

 

1998

 

1998

 

71,102

 

70.6

%

526

 

Y

 

42.5

%

St. Augustine, FL

 

1996

 

1985

 

59,725

 

64.7

%

697

 

Y

 

29.9

%

Stuart, FL

 

1997

 

1995

 

86,883

 

73.0

%

980

 

N

 

51.7

%

SW Ranches, FL

 

2007

 

2004

 

64,955

 

81.9

%

648

 

N

 

85.3

%

Tampa II, FL

 

2007

 

2001/2002

 

83,763

 

84.2

%

796

 

N

 

28.5

%

West Palm Beach I, FL

 

2001

 

1997

 

68,063

 

77.7

%

993

 

Y

 

47.2

%

West Palm Beach II, FL

 

2004

 

1996

 

94,503

 

79.7

%

835

 

Y

 

73.9

%

Alpharetta, GA

 

2001

 

1996

 

90,485

 

71.0

%

665

 

Y

 

75.1

%

Austell , GA

 

2006

 

2000

 

83,525

 

75.5

%

640

 

N

 

66.0

%

Decatur, GA

 

1998

 

1986

 

148,320

 

73.0

%

1320

 

Y

 

3.1

%

Norcross, GA

 

2001

 

1997

 

85,140

 

75.6

%

577

 

Y

 

55.4

%

Peachtree City, GA

 

2001

 

1997

 

49,845

 

80.7

%

444

 

N

 

75.6

%

Smyrna, GA

 

2001

 

2000

 

56,970

 

81.1

%

497

 

Y

 

100.0

%

Snellville, GA

 

2007

 

1996/1997

 

80,100

 

88.9

%

753

 

Y

 

27.1

%

Suwanee I, GA

 

2007

 

2000/2003

 

85,190

 

72.2

%

622

 

Y

 

28.7

%

Suwanee II, GA

 

2007

 

2005

 

79,640

 

75.2

%

574

 

N

 

61.5

%

Addison, IL

 

2004

 

1979

 

31,325

 

88.4

%

369

 

Y

 

0.0

%

Aurora, IL

 

2004

 

1996

 

74,060

 

73.2

%

553

 

Y

 

6.9

%

Bartlett, IL

 

2004

 

1987

 

51,425

 

93.4

%

412

 

Y

 

33.1

%

Bellwood, IL

 

2001

 

1999

 

86,525

 

82.5

%

744

 

Y

 

52.2

%

Des Plaines, IL (6)

 

2004

 

1978

 

74,400

 

85.5

%

638

 

N

 

0.0

%

Elk Grove Village, IL

 

2004

 

1987

 

64,179

 

86.9

%

631

 

Y

 

5.5

%

Glenview, IL

 

2004

 

1998

 

100,115

 

91.7

%

738

 

Y

 

100.0

%

Gurnee, IL

 

2004

 

1987

 

80,275

 

82.2

%

726

 

Y

 

34.1

%

Hanover, IL

 

2004

 

1987

 

41,178

 

67.0

%

408

 

N

 

0.4

%

Harvey, IL

 

2004

 

1987

 

60,090

 

88.9

%

575

 

Y

 

3.0

%

Joliet, IL

 

2004

 

1993

 

74,350

 

69.9

%

483

 

Y

 

96.4

%

Kildeer, IL

 

2004

 

1988

 

46,475

 

89.4

%

431

 

Y

 

0.0

%

Lombard, IL

 

2004

 

1981

 

57,938

 

92.9

%

547

 

N

 

9.8

%

Mount Prospect, IL

 

2004

 

1979

 

65,000

 

85.3

%

595

 

Y

 

12.7

%

Mundelein, IL

 

2004

 

1990

 

44,700

 

79.8

%

490

 

Y

 

8.9

%

North Chicago, IL

 

2004

 

1985

 

53,300

 

83.2

%

430

 

N

 

0.0

%

Plainfield I, IL

 

2004

 

1998

 

53,800

 

88.1

%

399

 

N

 

3.3

%

Plainfield II, IL

 

2005

 

2000

 

52,100

 

67.8

%

357

 

N

 

22.7

%

Schaumburg, IL

 

2004

 

1988

 

31,160

 

86.8

%

321

 

N

 

5.6

%

Streamwood, IL

 

2004

 

1982

 

64,305

 

73.8

%

570

 

N

 

4.4

%

Warrensville, IL

 

2005

 

1977/89

 

48,796

 

82.5

%

378

 

N

 

0.0

%

Waukegan, IL

 

2004

 

1977

 

79,750

 

78.8

%

692

 

Y

 

8.4

%

West Chicago, IL

 

2004

 

1979

 

48,175

 

73.8

%

423

 

Y

 

0.0

%

Westmont, IL

 

2004

 

1979

 

53,700

 

85.3

%

390

 

Y

 

0.0

%

Wheeling I, IL

 

2004

 

1974

 

54,210

 

80.3

%

499

 

N

 

0.0

%

Wheeling II, IL

 

2004

 

1979

 

67,825

 

67.7

%

612

 

Y

 

7.3

%

Woodridge, IL

 

2004

 

1987

 

50,667

 

76.8

%

468

 

N

 

7.5

%

Indianapolis I, IN

 

2004

 

1987

 

43,600

 

79.8

%

327

 

N

 

0.0

%

Indianapolis II, IN

 

2004

 

1997

 

44,900

 

81.8

%

454

 

Y

 

15.6

%

Indianapolis III, IN

 

2004

 

1999

 

60,850

 

67.7

%

496

 

Y

 

32.8

%

Indianapolis IV, IN

 

2004

 

1976

 

62,105

 

67.0

%

535

 

Y

 

0.0

%

Indianapolis V, IN

 

2004

 

1999

 

74,825

 

91.0

%

584

 

Y

 

33.6

%

Indianapolis VI, IN

 

2004

 

1976

 

73,003

 

68.9

%

717

 

Y

 

0.0

%

Indianapolis VII, IN

 

2004

 

1992

 

91,727

 

67.1

%

811

 

Y

 

6.4

%

Indianapolis VIII, IN

 

2004

 

1975

 

80,000

 

62.5

%

703

 

Y

 

0.0

%

Indianapolis IX, IN

 

2004

 

1976

 

61,732

 

62.5

%

544

 

Y

 

0.0

%

Baton Rouge I, LA

 

1997

 

1980

 

35,450

 

77.4

%

331

 

Y

 

11.6

%

Baton Rouge II, LA

 

1997

 

1980/1995

 

80,277

 

84.4

%

569

 

Y

 

40.5

%

Slidell, LA

 

2001

 

1998

 

79,540

 

79.2

%

523

 

Y

 

46.6

%

Boston, MA

 

2002

 

2001

 

60,695

 

81.1

%

630

 

Y

 

100.0

%

Leominster, MA

 

1998

 

1987/88/00

 

53,823

 

74.1

%

500

 

Y

 

38.5

%

Medford, MA

 

2007

 

2001

 

58,895

 

70.0

%

654

 

N

 

96.0

%

Baltimore, MD

 

2001

 

1999/00

 

93,625

 

70.9

%

835

 

Y

 

45.4

%

California, MD

 

2004

 

1998

 

77,840

 

89.1

%

723

 

Y

 

39.0

%

Gaithersburg, MD

 

2005

 

1998

 

86,970

 

80.6

%

790

 

Y

 

42.0

%

Laurel, MD †

 

2001

 

1978/99/00

 

162,097

 

90.2

%

1018

 

N

 

40.9

%

Temple Hills, MD

 

2001

 

2000

 

97,250

 

80.0

%

825

 

Y

 

68.8

%

Grand Rapids, MI

 

1996

 

1976

 

87,381

 

64.5

%

525

 

Y

 

0.0

%

 

25



Table of Contents

 

 

 

Year Acquired/

 

Year

 

Rentable

 

 

 

 

 

Manager

 

% Climate

 

Facility Location

 

Developed (1)

 

Built

 

Square Feet

 

Occupancy (2)

 

Units

 

Apartment (3)

 

Controlled (4)

 

Portage, MI (6)

 

1996

 

1980

 

50,280

 

84.1

%

386

 

N

 

0.0

%

Romulus, MI

 

1997

 

1997

 

42,050

 

72.1

%

339

 

Y

 

7.4

%

Wyoming, MI

 

1996

 

1987

 

91,158

 

68.7

%

635

 

N

 

0.0

%

Gulfport, MS

 

1997

 

1977/93

 

61,251

 

77.7

%

509

 

Y

 

33.5

%

Belmont, NC

 

2001

 

1996/97/98

 

81,048

 

68.3

%

582

 

N

 

23.8

%

Burlington I, NC

 

2001

 

1990/91/93/94/98

 

109,396

 

66.9

%

956

 

N

 

4.7

%

Burlington II, NC

 

2001

 

1991

 

42,205

 

70.1

%

391

 

Y

 

12.1

%

Cary, NC

 

2001

 

1993/94/97

 

111,772

 

74.2

%

788

 

N

 

7.3

%

Charlotte, NC

 

1999

 

1999

 

69,000

 

82.6

%

736

 

Y

 

52.4

%

Fayetteville I, NC

 

1997

 

1981

 

41,400

 

89.0

%

343

 

N

 

0.0

%

Fayetteville II, NC

 

1997

 

1993/95

 

54,225

 

92.0

%

547

 

Y

 

11.9

%

Raleigh, NC

 

1998

 

1994/95

 

48,675

 

80.5

%

413

 

Y

 

8.2

%

Brick, NJ

 

1994

 

1981

 

51,740

 

66.8

%

430

 

N

 

0.0

%

Clifton, NJ

 

2005

 

2001

 

105,550

 

79.6

%

1015

 

Y

 

85.5

%

Cranford, NJ

 

1994

 

1987

 

91,250

 

78.4

%

851

 

Y

 

7.9

%

East Hanover, NJ

 

1994

 

1983

 

107,579

 

70.0

%

970

 

N

 

1.6

%

Elizabeth, NJ

 

2005

 

1925/97

 

38,910

 

87.2

%

671

 

N

 

0.0

%

Fairview, NJ

 

1997

 

1989

 

27,925

 

73.8

%

448

 

N

 

100.0

%

Hamilton, NJ

 

2006

 

1990

 

70,550

 

62.2

%

610

 

Y

 

0.0

%

Hoboken, NJ

 

2005

 

1945/97

 

34,180

 

81.1

%

742

 

N

 

100.0

%

Linden, NJ

 

1994

 

1983

 

100,325

 

66.1

%

1116

 

N

 

2.8

%

Morris Township, NJ (5)

 

1997

 

1972

 

71,776

 

72.2

%

566

 

Y

 

1.3

%

Parsippany, NJ

 

1997

 

1981

 

66,325

 

84.2

%

567

 

Y

 

6.9

%

Randolph, NJ

 

2002

 

1998/99

 

52,565

 

78.5

%

554

 

Y

 

82.5

%

Sewell, NJ

 

2001

 

1984/98

 

57,830

 

73.6

%

464

 

N

 

5.3

%

Albuquerque I, NM

 

2005

 

1985

 

65,852

 

89.1

%

610

 

Y

 

3.2

%

Albuquerque II, NM

 

2005

 

1985

 

58,798

 

81.8

%

524

 

Y

 

4.1

%

Albuquerque IV, NM

 

2005

 

1986

 

57,536

 

83.9

%

514

 

Y

 

4.7

%

Carlsbad, NM

 

2005

 

1975

 

39,999

 

91.7

%

342

 

Y

 

0.0

%

Deming, NM

 

2005

 

1973/83

 

33,005

 

90.9

%

241

 

Y

 

0.0

%

Las Cruces, NM

 

2005

 

1984

 

43,850

 

68.8

%

378

 

Y

 

3.1

%

Las Cruces, NM

 

2008

 

2007

 

21,890

 

44.5

%

156

 

N

 

11.4

%

Lovington, NM

 

2005

 

1975

 

15,750

 

76.7

%

261

 

Y

 

0.0

%

Silver City, NM

 

2005

 

1972

 

26,975

 

74.8

%

239

 

Y

 

0.0

%

Truth or Consequences, NM

 

2005

 

1977/99/00

 

24,010

 

74.3

%

172

 

Y

 

0.0

%

Las Vegas I, NV †

 

2006

 

1986

 

48,218

 

76.4

%

378

 

Y

 

5.4

%

Las Vegas II, NV

 

2006

 

1997

 

48,850

 

87.7

%

506

 

N

 

75.2

%

Jamaica, NY

 

2001

 

2000

 

88,415

 

75.9

%

918

 

Y

 

30.7

%

New Rochelle, NY

 

2005

 

1998

 

48,431

 

84.3

%

399

 

N

 

15.0

%

North Babylon, NY

 

1998

 

1988/99

 

78,188

 

83.8

%

649

 

N

 

9.0

%

Riverhead, NY

 

2005

 

1985/86/99

 

38,240

 

74.7

%

325

 

N

 

0.0

%

Southold, NY

 

2005

 

1989

 

58,609

 

68.5

%

580

 

N

 

3.1

%

Boardman, OH

 

1980

 

1980/89

 

65,495

 

65.9

%

513

 

Y

 

24.0

%

Canton I, OH

 

2005

 

1979/87

 

39,750

 

72.9

%

407

 

N

 

0.0

%

Canton II, OH

 

2005

 

1997

 

26,200

 

69.7

%

191

 

Y

 

0.0

%

Centerville I, OH

 

2004

 

1976

 

86,390

 

64.2

%

639

 

Y

 

0.0

%

Centerville II, OH

 

2004

 

1976

 

43,350

 

68.0

%

305

 

N

 

0.0

%

Cleveland I, OH

 

2005

 

1997/99

 

45,950

 

82.6

%

335

 

Y

 

4.9

%

Cleveland II, OH

 

2005

 

2000

 

58,425

 

55.2

%

569

 

Y

 

0.0

%

Columbus , OH

 

2006

 

1999

 

72,155

 

61.7

%

598

 

Y

 

26.1

%

Dayton I, OH

 

2004

 

1978

 

43,100

 

69.0

%

341

 

N

 

0.0

%

Dayton II, OH

 

2005

 

1989/00

 

48,149

 

75.2

%

387

 

Y

 

1.7

%

Euclid I, OH

 

1988*

 

1988

 

46,910

 

65.0

%

428

 

Y

 

22.2

%

Euclid II, OH

 

1988*

 

1988

 

47,275

 

70.8

%

377

 

Y

 

0.0

%

Grove City, OH

 

2006

 

1997

 

89,290

 

75.5

%

776

 

Y

 

16.9

%

Hilliard, OH

 

2006

 

1995

 

89,715

 

66.7

%

779

 

Y

 

24.5

%

Lakewood, OH

 

1989*

 

1989

 

39,337

 

77.9

%

459

 

Y

 

24.6

%

Louisville, OH

 

2005

 

1988/90

 

53,960

 

74.0

%

383

 

N

 

0.0

%

Marblehead, OH

 

2005

 

1988/98

 

52,300

 

77.5

%

383

 

Y

 

0.0

%

Mason, OH

 

1998

 

1981

 

33,900

 

77.1

%

281

 

Y

 

0.0

%

Mentor, OH

 

2005

 

1983/99

 

51,225

 

93.7

%

366

 

N

 

16.1

%

Miamisburg, OH

 

2004

 

1975

 

59,930

 

68.2

%

430

 

Y

 

0.0

%

Middleburg Heights, OH

 

1980*

 

1980

 

93,025

 

81.9

%

662

 

N

 

3.8

%

North Canton I, OH

 

1979*

 

1979

 

45,400

 

80.8

%

318

 

N

 

0.0

%

North Canton II, OH

 

1983*

 

1983

 

44,140

 

80.8

%

345

 

Y

 

15.8

%

North Olmsted I, OH

 

1979*

 

1979

 

48,665

 

74.7

%

441

 

N

 

7.0

%

North Olmsted II, OH

 

1988*

 

1988

 

47,850

 

79.9

%

398

 

Y

 

14.2

%

North Randall, OH

 

1998*

 

1998/02

 

80,099

 

76.1

%

800

 

N

 

90.8

%

Perry, OH

 

2005

 

1992/97

 

63,700

 

68.4

%

420

 

Y

 

0.0

%

Reynoldsburg, OH

 

2006

 

1979

 

66,895

 

66.8

%

663

 

Y

 

0.0

%

Strongsville, OH

 

2007

 

1978

 

43,727

 

81.2

%

402

 

N

 

100.0

%

Warrensville Heights, OH

 

1980*

 

1980/82/98

 

90,281

 

64.2

%

710

 

Y

 

0.0

%

 

26



Table of Contents

 

 

 

Year Acquired/

 

Year

 

Rentable

 

 

 

 

 

Manager

 

% Climate

 

Facility Location

 

Developed (1)

 

Built

 

Square Feet

 

Occupancy (2)

 

Units

 

Apartment (3)

 

Controlled (4)

 

Westlake, OH

 

2005

 

2001

 

62,750

 

80.8

%

452

 

Y

 

6.1

%

Willoughby, OH

 

2005

 

1997

 

34,064

 

72.3

%

268

 

Y

 

10.1

%

Youngstown, OH

 

1977*

 

1977

 

65,950

 

70.1

%

521

 

Y

 

1.2

%

Levittown, PA

 

2001

 

2000

 

76,180

 

78.9

%

653

 

Y

 

36.3

%

Philadelphia, PA

 

2001

 

1999

 

97,689

 

80.7

%

961

 

N

 

47.2

%

Alcoa, TN

 

2005

 

1986

 

42,325

 

81.3

%

359

 

N

 

0.0

%

Antioch, TN

 

2005

 

1985/98

 

76,160

 

73.5

%

617

 

Y

 

8.5

%

Cordova I, TN

 

2005

 

1987

 

54,225

 

71.6

%

385

 

Y

 

0.0

%

Cordova II, TN

 

2006

 

1995

 

67,750

 

84.7

%

714

 

N

 

7.2

%

Knoxville I, TN

 

1997

 

1984

 

29,337

 

76.1

%

293

 

Y

 

6.8

%

Knoxville II, TN

 

1997

 

1985

 

38,000

 

81.2

%

333

 

Y

 

6.9

%

Knoxville III, TN

 

1998

 

1991

 

45,736

 

74.1

%

451

 

Y

 

6.9

%

Knoxville IV, TN

 

1998

 

1983

 

58,752

 

69.9

%

436

 

N

 

1.1

%

Knoxville V, TN

 

1998

 

1977

 

42,790

 

77.8

%

370

 

N

 

0.0

%

Knoxville VI, TN

 

2005

 

1975

 

63,440

 

84.0

%

586

 

Y

 

0.0

%

Knoxville VII, TN

 

2005

 

1983

 

55,094

 

71.2

%

446

 

Y

 

0.0

%

Knoxville VIII, TN

 

2005

 

1978

 

95,868

 

67.8

%

769

 

Y

 

0.0

%

Memphis I, TN

 

2001

 

1999

 

90,700

 

82.6

%

696

 

N

 

50.3

%

Memphis II, TN

 

2001

 

2000

 

71,885

 

78.2

%

558

 

N

 

46.2

%

Memphis III, TN

 

2005

 

1983

 

40,807

 

80.1

%

350

 

N

 

6.4

%

Memphis IV, TN

 

2005

 

1986

 

38,750

 

72.6

%

322

 

Y

 

4.3

%

Memphis V, TN

 

2005

 

1981

 

60,120

 

69.8

%

494

 

Y

 

0.0

%

Memphis VI, TN

 

2006

 

1985/93

 

108,771

 

81.2

%

872

 

Y

 

3.3

%

Memphis VII, TN

 

2006

 

1980/85

 

115,303

 

68.7

%

578

 

N

 

0.0

%

Memphis VIII, TN †

 

2006

 

1990

 

96,060

 

71.8

%

557

 

Y

 

0.0

%

Nashville I, TN

 

2005

 

1984

 

103,430

 

77.2

%

693

 

Y

 

0.0

%

Nashville II, TN

 

2005

 

1986/00

 

83,484

 

68.4

%

632

 

Y

 

6.5

%

Nashville III, TN

 

2006

 

1985

 

101,475

 

78.1

%

622

 

Y

 

5.2

%

Nashville IV, TN

 

2006

 

1986/00

 

102,425

 

83.8

%

722

 

N

 

7.0

%

Austin I, TX

 

2005

 

2001

 

59,595

 

80.2

%

537

 

Y

 

58.7

%

Austin II, TX

 

2006

 

2000/03

 

65,401

 

83.2

%

594

 

Y

 

38.8

%

Austin III, TX

 

2006

 

2004

 

70,610

 

73.8

%

579

 

Y

 

85.4

%

Baytown, TX

 

2005

 

1981

 

38,950

 

76.6

%

362

 

Y

 

0.0

%

Bryan, TX

 

2005

 

1994

 

60,450

 

76.2

%

495

 

Y

 

0.0

%

College Station, TX

 

2005

 

1993

 

26,550

 

68.4

%

346

 

N

 

0.0

%

Dallas, TX

 

2005

 

2000

 

58,582

 

88.7

%

542

 

Y

 

26.6

%

Denton, TX

 

2006

 

1996

 

60,836

 

89.2

%

463

 

Y

 

3.9

%

El Paso I, TX

 

2005

 

1980

 

59,652

 

80.4

%

509

 

N

 

0.9

%

El Paso II, TX

 

2005

 

1980

 

48,704

 

96.3

%

412

 

Y

 

0.0

%

El Paso III, TX

 

2005

 

1980

 

71,276

 

84.0

%

595

 

Y

 

2.0

%

El Paso IV, TX

 

2005

 

1983

 

67,058

 

73.7

%

510

 

Y

 

3.2

%

El Paso V, TX

 

2005

 

1982

 

62,300

 

69.0

%

398

 

Y

 

0.0

%

El Paso VI, TX

 

2005

 

1985

 

36,620

 

79.8

%

258

 

N

 

0.0

%

El Paso VII, TX †

 

2005

 

1982

 

34,545

 

80.3

%

13

 

N

 

0.0

%

Fort Worth I, TX

 

2005

 

2000

 

49,778

 

75.4

%

406

 

Y

 

27.0

%

Fort Worth II, TX

 

2006

 

2003

 

72,925

 

83.8

%

656

 

N

 

49.0

%

Frisco I, TX

 

2005

 

1996

 

50,854

 

83.1

%

433

 

Y

 

17.5

%

Frisco II, TX

 

2005

 

1998/02

 

71,239

 

76.3

%

513

 

Y

 

23.2

%

Frisco III, TX

 

2006

 

2004

 

75,215

 

78.6

%

609

 

Y

 

88.0

%

Garland I, TX

 

2006

 

1991

 

70,100

 

80.6

%

654

 

Y

 

4.4

%

Garland II, TX

 

2006

 

2004

 

68,425

 

77.4

%

472

 

Y

 

39.6

%

Greenville I, TX

 

2005

 

2001/04

 

59,385

 

72.8

%

452

 

Y

 

28.8

%

Greenville II, TX

 

2005

 

2001

 

44,900

 

79.0

%

319

 

N

 

36.3

%

Houston I, TX

 

2005

 

1981

 

100,820

 

86.7

%

632

 

Y

 

0.0

%

Houston II, TX

 

2005

 

1977

 

71,300

 

90.5

%

391

 

Y

 

0.0

%

Houston III, TX

 

2005

 

1984

 

61,145

 

74.0

%

463

 

Y

 

4.3

%

Houston IV, TX

 

2005

 

1987

 

43,775

 

75.7

%

380

 

Y

 

6.2

%

Houston V, TX †

 

2006

 

1980/1997

 

126,080

 

80.6

%

1010

 

Y

 

55.2

%

Keller, TX

 

2006

 

2000

 

61,885

 

75.7

%

487

 

Y

 

21.1

%

La Porte, TX

 

2005

 

1984

 

45,050

 

81.6

%

432

 

Y

 

18.5

%

Lewisville, TX

 

2006

 

1996

 

58,140

 

63.2

%

426

 

Y

 

19.3

%

Mansfield, TX

 

2006

 

2003

 

63,075

 

78.7

%

495

 

Y

 

38.4

%

McKinney I, TX

 

2005

 

1996

 

46,940

 

90.8

%

366

 

Y

 

9.0

%

McKinney II, TX

 

2006

 

1996

 

70,050

 

88.7

%

540

 

Y

 

46.3

%

North Richland Hills, TX

 

2005

 

2002

 

57,175

 

81.2

%

433

 

N

 

47.6

%

Roanoke, TX

 

2005

 

1996/01

 

59,300

 

91.7

%

448

 

Y

 

30.0

%

San Antonio I, TX

 

2005

 

2005

 

73,530

 

83.5

%

575

 

Y

 

78.5

%

San Antonio II, TX

 

2006

 

2005

 

73,280

 

78.2

%

671

 

N

 

82.3

%

San Antonio III, TX

 

2007

 

2006

 

71,775

 

79.0

%

565

 

N

 

87.4

%

Sherman I, TX

 

2005

 

1998

 

54,975

 

70.4

%

509

 

N

 

20.9

%

Sherman II, TX

 

2005

 

1996

 

48,425

 

74.4

%

392

 

Y

 

30.9

%

Spring, TX

 

2006

 

1980/86

 

72,751

 

73.4

%

536

 

Y

 

14.1

%

 

27



Table of Contents

 

 

 

Year Acquired/

 

Year

 

Rentable

 

 

 

 

 

Manager

 

% Climate

 

Facility Location

 

Developed (1)

 

Built

 

Square Feet

 

Occupancy (2)

 

Units

 

Apartment (3)

 

Controlled (4)

 

Murray I, UT

 

2005

 

1976

 

60,180

 

77.7

%

647

 

Y

 

0.0

%

Murray II, UT †

 

2005

 

1978

 

71,222

 

90.2

%

372

 

N

 

2.6

%

Salt Lake City I, UT

 

2005

 

1976

 

56,446

 

74.0

%

732

 

Y

 

0.0

%

Salt Lake City II, UT

 

2005

 

1978

 

53,676

 

74.5

%

504

 

Y

 

0.0

%

Fredericksburg I, VA

 

2005

 

2001/04

 

69,475

 

74.2

%

606

 

N

 

21.4

%

Fredericksburg II, VA

 

2005

 

1998/01

 

61,207

 

63.2

%

568

 

N

 

100.0

%

Milwaukee, WI

 

2004

 

1988

 

58,515

 

76.4

%

485

 

Y

 

0.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total/Weighted Average (367 Facilities)

 

23,748,702

 

75.2

%

204,815

 

 

 

 

 

 


* Denotes facilities developed by us.

 

† Denotes facilities that contain a significant amount of commercial rentable square footage.  All of this commercial space, which was developed in conjunction with the self-storage units, is located within or adjacent to our self-storage facilities and is managed by our self-storage facility managers.  As of December 31, 2009, there was an aggregate of approximately 449,000 rentable square feet of commercial space at these facilities.

 

(1) Represents the year acquired for those facilities acquired from a third party or the year developed for those facilities developed by us.

 

(2) Represents occupied square feet divided by total rentable square feet at December 31, 2009.

 

(3) Indicates whether a facility has an on-site apartment where a manager resides.

 

(4) Represents the percentage of rentable square feet in climate-controlled units.

 

(5) We do not own the land at this facility.  We leased the land pursuant to a ground lease that expires in 2013, but have eight five-year renewal options.

 

(6) We have ground leases for certain small parcels of land adjacent to these facilities that expire between 2010 and 2015.

 

Our growth has been achieved by adding facilities to our portfolio through acquisitions and development. The tables set forth below show the average occupancy, annual rent per occupied square foot, average occupied square feet and total revenues for our facilities owned as of December 31, 2009, and for each of the last three years, grouped by the year end during which we first owned or operated the facility.

 

Our Facilities by Year Acquired - Average Occupied Square Feet (2)

 

 

 

 

 

Rentable Square

 

Average Occupancy

 

Year Acquired (1)

 

# of Facilities

 

Feet

 

2009

 

2008

 

2007

 

2006 and earlier

 

349

 

22,345,852

 

75.9

%

80.0

%

79.7

%

2007

 

17

 

1,318,265

 

77.2

%

76.1

%

71.3

%

2008

 

1

 

84,585

 

72.3

%

69.5

%

 

2009

 

 

 

 

 

 

All Facilities Owned as of December 31, 2009

 

367

 

23,748,702

 

75.9

%

79.8

%

79.5

%

 

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Our Facilities by Year Acquired - Annual Rent Per Occupied Square Foot (2)

 

 

 

 

 

Rent per Square Foot

 

Year Acquired (1)

 

# of Facilities

 

2009

 

2008

 

2007

 

 

 

 

 

 

 

 

 

 

 

2006 and earlier

 

349

 

$

11.70

 

$

11.45

 

$

11.48

 

2007

 

17

 

12.20

 

12.29

 

11.29

 

2008

 

1

 

22.13

 

21.12

 

 

2009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

All Facilities Owned as of December 31, 2009

 

367

 

$

11.76

 

$

11.52

 

$

11.47

 

 


(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.

 

Facilities by Year Acquired - Average Occupied Square Feet (2)

 

 

 

 

 

Average Occupied Square Feet

 

Year Acquired (1)

 

# of Facilities

 

2009

 

2008

 

2007

 

 

 

 

 

 

 

 

 

 

 

2006 and earlier

 

349

 

16,964,729

 

17,957,743

 

17,910,241

 

2007

 

17

 

1,017,882

 

1,003,961

 

934,799

 

2008

 

1

 

61,113

 

58,844

 

 

2009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

All Facilities Owned as of December 31, 2009

 

367

 

18,043,724

 

19,020,548

 

18,845,040

 

 

Facilities by Year Acquired - Total Revenues (dollars in thousands) (3)

 

 

 

 

 

Total Revenues

 

Year Acquired (1)

 

# of Facilities

 

2009

 

2008

 

2007

 

 

 

 

 

 

 

 

 

 

 

2006 and earlier

 

349

 

$

202,393

 

$

210,066

 

$

202,161

 

2007

 

17

 

12,852

 

12,682

 

4,891

 

2008

 

1

 

1,404

 

1,309

 

 

2009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

All Facilities Owned as of December 31, 2009

 

367

 

$

216,649

 

$

224,057

 

$

207,052

 

 


(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 total income per occupied square foot by the average occupied square feet for the twelve-month period for each group of facilities.

 

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Planned Renovations and Improvements

 

We have a capital improvement and property renovation program that includes office upgrades, adding climate control at selected units, construction of parking areas, safety and security enhancements, and general facility upgrades.  For 2010, we anticipate spending approximately $7 million to $9 million associated with these capital expenditures and expect to enhance the safety and improve the aesthetic appeal of our facilities.

 

ITEM 3.  LEGAL PROCEEDINGS

 

We are involved in claims from time to time, including the proceeding identified below, which arise in the ordinary course of business. In the opinion of management, we have made adequate provision for potential liabilities, if any, arising from any such matters. However, litigation is inherently unpredictable, and the costs and other effects of pending or future litigation, governmental investigations, legal and administrative cases and proceedings (whether civil or criminal), settlements, judgments and investigations, claims and changes in any such matters, could have a material adverse effect on our business, financial condition and operating results.

 

On November 4, 2009, our Operating Partnership was sued in the Delaware Court of Chancery by Robert J. Amsdell, Barry L. Amsdell, and Amsdell Holdings I, Inc. (collectively, the “Amsdell Plaintiffs”).  The Amsdell Plaintiffs’ lawsuit seeks to compel our Operating Partnership to indemnify the Amsdell Plaintiffs for losses and expenses allegedly incurred by the Amsdell Plaintiffs from legal proceedings filed against the Amsdell Plaintiffs, which proceedings alleged, inter alia, that the Amsdell Plaintiffs breached an agreement to purchase certain real estate located in Brighton, Massachusetts in 2001.  We are vigorously defending against this action.  The matter is presently in the discovery phase and no trial date has been set by the Court.

 

ITEM 4.  RESERVED

 

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PART II

 

ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

As of December 31, 2009, there were approximately 54 registered record holders of our common shares. This figure does not include beneficial owners who hold shares in nominee name. The following table shows the high and low closing prices per share for our common shares, as reported by the New York Stock Exchange, and the cash dividends declared with respect to such shares:

 

 

 

 

 

 

 

Cash Dividends

 

 

 

High

 

Low

 

Declared

 

2008

 

 

 

 

 

 

 

First quarter

 

$

11.37

 

$

7.86

 

$

0.18

 

Second quarter

 

$

13.38

 

$

11.14

 

$

0.18

 

Third quarter

 

$

13.17

 

$

10.96

 

$

0.18

 

Fourth quarter

 

$

11.99

 

$

3.62

 

$

0.025

 

2009

 

 

 

 

 

 

 

First quarter

 

$

5.03

 

$

1.40

 

$

0.025

 

Second quarter

 

$

4.93

 

$

2.12

 

$

0.025

 

Third quarter

 

$

6.83

 

$

4.23

 

$

0.025

 

Fourth quarter

 

$

7.60

 

$

5.70

 

$

0.025

 

 

Since our initial quarter as a publicly-traded REIT, we have made regular quarterly distributions to our shareholders.  Distributions to shareholders are usually taxable as ordinary income, although a portion of the distribution may be designated as capital gain or may constitute a tax-free return of capital. Annually, we provide each of our shareholders a statement detailing distributions paid during the preceding year and their characterization as ordinary income, capital gain or return of capital. The characterization of our dividends for 2009 was 100% capital gain distribution.

 

We intend to continue to declare quarterly distributions. However, we cannot provide any assurance as to the amount or timing of future distributions. Under our revolving credit facility, we are restricted from paying distributions on our common shares that would exceed an amount equal to the greater of (i) 95% of our funds from operations, and (ii) such amount as may be necessary to maintain our REIT status.

 

To the extent that we make distributions in excess of our earnings and profits, as computed for federal income tax purposes, these distributions will represent a return of capital, rather than a dividend, for federal income tax purposes. Distributions that are treated as a return of capital for federal income tax purposes generally will not be taxable as a dividend to a U.S. shareholder, but will reduce the shareholder’s basis in its shares (but not below zero) and therefore can result in the shareholder having a higher gain upon a subsequent sale of such shares. Return of capital distributions in excess of a shareholder’s basis generally will be treated as gain from the sale of such shares for federal income tax purposes.

 

Share Performance Graph

 

The SEC requires us to present a chart comparing the cumulative total shareholder return on our common shares with the cumulative total shareholder return of (i) a broad equity index and (ii) a published industry or peer group index. The following chart compares the cumulative total shareholder return for our common shares with the cumulative shareholder return of companies on (i) the S&P 500 Index, (ii) the Russell 2000 and (iii) the NAREIT All Equity REIT Index as provided by NAREIT for the period beginning with December 31, 2004 and ending December 31, 2009.

 

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Table of Contents

 

 

 

 

Period Ending

 

Index

 

12/31/04

 

12/31/05

 

12/31/06

 

12/31/07

 

12/31/08

 

12/31/09

 

U-Store-It Trust

 

100.00

 

128.39

 

132.66

 

63.23

 

32.90

 

55.53

 

S&P 500

 

100.00

 

104.91

 

121.48

 

128.16

 

80.74

 

102.11

 

Russell 2000

 

100.00

 

104.55

 

123.76

 

121.82

 

80.66

 

102.58

 

NAREIT All Equity REIT Index

 

100.00

 

112.16

 

151.49

 

127.72

 

79.53

 

101.79

 

 

The following table provides information about repurchases of the Company’s common shares during the three-month period ended December 31, 2009:

 

 

 

Total Number of
Shares Purchased (1)

 

Average Price Paid
Per Share

 

Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs

 

Maximum Number
of Shares that May
Yet Be Purchased
Under the Plans

(2)

 

 

 

 

 

 

 

 

 

 

 

October

 

139

 

6.15

 

N/A

 

3,000,000

 

November

 

N/A

 

N/A

 

N/A

 

3,000,000

 

December

 

543

 

7.21

 

N/A

 

3,000,000

 

 

 

 

 

 

 

 

 

 

 

Total

 

682

 

 

 

N/A

 

3,000,000

 

 


(1)  Represents shares of common stock withheld by the Company upon the vesting of restricted shares to cover employee tax obligations.

 

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Table of Contents

 

(2)  On June 27, 2007, the Company announced that the Board of Trustees approved a share repurchase program for up to 3.0 million of the Company’s outstanding common shares.  Unless terminated earlier by resolution of the Board of Trustees, the program will expire when the number of authorized shares has been repurchased.  For the three-month period ended December 31, 2009, the Company made no repurchases under this program.

 

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Table of Contents

 

ITEM 6.  SELECTED FINANCIAL DATA

 

The following table sets forth selected financial and operating data on a historical consolidated basis for the Company. The selected historical financial information for the five-year period ended December 31, 2009 was derived from the Company’s financial statements.

 

The following data should be read in conjunction with the audited financial statements and notes thereto of the Company and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this report.

 

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Table of Contents

 

 

 

For the year ended December 31,

 

 

 

2009

 

2008

 

2007

 

2006

 

2005

 

 

 

(Dollars and shares in thousands, except per share data)

 

REVENUES

 

 

 

 

 

 

 

 

 

 

 

Rental income

 

$

200,630

 

$

208,439

 

$

192,275

 

$

177,098

 

$

123,579

 

Other property related income

 

16,659

 

15,700

 

15,329

 

13,484

 

9,063

 

Other - related party

 

 

 

365

 

457

 

405

 

Total revenues

 

217,289

 

224,139

 

207,969

 

191,039

 

133,047

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

Property operating expenses

 

93,945

 

95,156

 

88,628

 

77,883

 

50,170

 

Property operating expenses - related party

 

 

 

59

 

69

 

43

 

Depreciation and amortization

 

70,832

 

73,751

 

64,672

 

59,334

 

37,200

 

Asset write-off

 

 

 

 

305

 

 

Lease abandonment

 

 

 

1,316

 

 

 

General and administrative

 

22,569

 

24,964

 

21,966

 

21,675

 

17,786

 

General and administrative - related party

 

 

 

337

 

613

 

736

 

Total operating expenses

 

187,346

 

193,871

 

176,978

 

159,879

 

105,935

 

OPERATING INCOME

 

29,943

 

30,268

 

30,991

 

31,160

 

27,112

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

 

 

 

Interest:

 

 

 

 

 

 

 

 

 

 

 

Interest expense on loans

 

(45,269

)

(52,014

)

(54,108

)

(45,628

)

(31,907

)

Loan procurement amortization expense

 

(2,339

)

(1,929

)

(1,772

)

(1,972

)

(2,045

)

Early extinguishment of debt

 

 

 

 

(1,907

)

(93

)

Interest income

 

681

 

153

 

401

 

1,336

 

2,404

 

Other

 

(33

)

94

 

118

 

191

 

(47

)

Total other expense

 

(46,960

)

(53,696

)

(55,361

)

(47,980

)

(31,688

)

LOSS FROM CONTINUING OPERATIONS

 

(17,017

)

(23,428

)

(24,370

)

(16,820

)

(4,576

)

DISCONTINUED OPERATIONS

 

 

 

 

 

 

 

 

 

 

 

Income from discontinued operations

 

2,546

 

6,810

 

7,606

 

7,496

 

6,078

 

Net gain on disposition of discontinued operations

 

14,139

 

19,720

 

2,517

 

 

179

 

Total discontinued operations

 

16,685

 

26,530

 

10,123

 

7,496

 

6,257

 

NET INCOME (LOSS)

 

(332

)

3,102

 

(14,247

)

(9,324

)

1,681

 

NET LOSS (INCOME) ATTRIBUTABLE TO NONCONROLLING INTERESTS

 

 

 

 

 

 

 

 

 

 

 

Noncontrolling interests in the Operating Partnership

 

60

 

(310

)

1,170

 

773

 

(113

)

Noncontrolling interest in subsidiaries

 

(665

)

 

 

 

 

NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY

 

$

(937

)

$

2,792

 

$

(13,077

)

$

(8,551

)

$

1,568

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted loss per share from continuing operations attributable to common shareholders

 

$

(0.24

)

$

(0.37

)

$

(0.67

)

$

(0.60

)

$

(0.58

)

Basic and diluted earnings per share from discontinued operations attributable to common shareholders

 

$

0.23

 

$

0.42

 

$

0.45

 

$

0.45

 

$

0.62

 

Basic and diluted earnings (loss) per share attributable to common shareholders

 

$

(0.01

)

$

0.05

 

$

(0.22

)

$

(0.15

)

$

0.04

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average basic and diluted shares outstanding (1)

 

70,988

 

57,621

 

57,497

 

57,287

 

42,120

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AMOUNTS ATTRIBUTABLE TO THE COMPANY’S COMMON SHAREHOLDERS:

 

 

 

 

 

 

 

 

 

 

 

Loss from continuing operations

 

$

(16,754

)

$

(21,589

)

$

(38,787

)

$

(34,474

)

$

(24,455

)

Total discontinued operations

 

15,817

 

24,381

 

25,710

 

25,923

 

26,023

 

Net income (loss)

 

$

(937

)

$

2,792

 

$

(13,077

)

$

(8,551

)

$

1,568

 

 

35



Table of Contents

 

 

 

At December 31,

 

 

 

2009

 

2008

 

2007

 

2006

 

2005

 

 

 

(in thousands, except per share data)

 

Balance Sheet Data:

 

 

 

 

 

 

 

 

 

 

 

Storage facilities, net

 

$

1,430,533

 

$

1,559,958

 

$

1,647,118

 

$

1,566,815

 

$

1,246,295

 

Total assets

 

1,598,870

 

1,597,659

 

1,687,831

 

1,615,339

 

1,476,321

 

Revolving credit facility

 

 

172,000

 

219,000

 

90,500

 

 

Unsecured term loan

 

 

200,000

 

200,000

 

200,000

 

 

Secured term loan

 

200,000

 

57,419

 

47,444

 

 

 

Mortgage loans and notes payable

 

569,026

 

548,085

 

561,057

 

588,930

 

669,282

 

Total liabilities

 

814,146

 

1,028,705

 

1,083,230

 

930,948

 

714,157

 

Noncontrolling interest in the Operating Partnership

 

45,394

 

46,026

 

48,982

 

107,606

 

108,313

 

U-Store-It Trust shareholders’ equity

 

695,309

 

522,928

 

555,619

 

576,785

 

653,851

 

Noncontrolling interests in subsidiaries

 

44,021

 

 

 

 

 

Total liabilities and equity

 

1,598,870

 

1,597,659

 

1,687,831

 

1,615,339

 

1,476,321

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Data:

 

 

 

 

 

 

 

 

 

 

 

Number of facilities

 

367

 

387

 

409

 

399

 

339

 

Total rentable square feet

 

23,749

 

24,973

 

26,119

 

25,436

 

20,828

 

Occupancy percentage

 

75.2

%

78.9

%

79.5

%

78.2

%

81.2

%

Cash dividends declared per share (2)

 

$

0.100

 

$

0.565

 

$

1.05

 

$

1.16

 

$

1.13

 

 


(1)          Excludes 5,198,855 operating partnership units issued at our IPO and in connection with the acquisition of facilities subsequent to our IPO. Operating partnership units have been excluded from the earnings per share calculations as there would be no effect on the earnings per share since, upon conversion, the noncontrolling interests in the Operating Partnership’s share of income would also be added back to net income (loss).

 

(2)          The Company announced full quarterly dividends of $0.28 per common share on March 2, 2005, May 31, 2005 and August 24, 2005; dividends of $0.29 per common share on December 1, 2005, February 22, 2006, April 24, 2006, August 23, 2006, November 3, 2006, February 21, 2007, May 8, 2007, and August 14, 2007;  dividends of $0.18 per common share on December 13, 2007,  February 27, 2008,  May 7, 2008, and August 6, 2008;  and dividends of $0.025 per common share on December 11, 2008, January 22, 2009, April 22, 2009, July 22, 2009, October 22, 2009 and December 5, 2009.

 

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Table of Contents

 

ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this report. The Company makes certain statements in this section that are forward-looking statements within the meaning of the federal securities laws. For a complete discussion of forward-looking statements, see the section in this report entitled “Forward-Looking Statements.” Certain risk factors may cause actual results, performance or achievements to differ materially from those expressed or implied by the following discussion. For a discussion of such risk factors, see the section in this report entitled “Risk Factors.”

 

Overview

 

The Company is an integrated self-storage real estate company, which means that it has in-house capabilities in the operation, design, development, leasing, and acquisition of self-storage facilities. The Company has elected to be taxed as a REIT for federal tax purposes. At December 31, 2009 and 2008, the Company owned 367 and 387 self-storage facilities, respectively, totaling approximately 23.7 million and 25.0 million rentable square feet, respectively.

 

The Company derives revenues principally from rents received from its customers who rent units at its self-storage facilities under month-to-month leases. Therefore, our operating results depend materially on our ability to retain our existing customers and lease our available self-storage units to new customers while maintaining and, where possible, increasing our pricing levels. In addition, our operating results depend on the ability of our customers to make required rental payments to us. We believe that our decentralized approach to the management and operation of our facilities, which places an emphasis on local, market level oversight and control, allows us to respond quickly and effectively to changes in local market conditions, where appropriate increasing rents while maintaining occupancy levels, or increasing occupancy levels while maintaining pricing levels.

 

The Company typically experiences seasonal fluctuations in the occupancy levels of our facilities, which are generally slightly higher during the summer months due to increased moving activity.

 

The United States has recently experienced an economic downturn that has resulted in higher unemployment, shrinking demand for products, large-scale business failures and tight credit markets.  Our results of operations may be sensitive to changes in overall economic conditions that impact consumer spending, including discretionary spending, as well as to increased bad debts due to recessionary pressures.  A continuation of ongoing adverse economic conditions affecting disposable consumer income, such as employment levels, business conditions, interest rates, tax rates, fuel and energy costs, and other matters could reduce consumer spending or cause consumers to shift their spending to other products and services.  A general reduction in the level of discretionary spending or shifts in consumer discretionary spending could adversely affect our growth and profitability.

 

In the future, the Company intends to focus on increasing our internal growth and selectively pursuing targeted acquisitions and developments of self-storage facilities. We intend to incur additional debt in connection with any such future acquisitions or developments.

 

The Company has one reportable operating segment: we own, operate, develop, and acquire self-storage facilities.

 

The Company’s self-storage facilities are located in major metropolitan and rural areas and have numerous tenants per facility. No single tenant represents a significant concentration of our revenues.  The facilities in Florida, California, Texas and Illinois provided approximately 18%, 15%, 10% and 7%, respectively, of total revenues for the year ended December 31, 2009.

 

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Table of Contents

 

Summary of Critical Accounting Policies and Estimates

 

Set forth below is a summary of the accounting policies that management believes are critical to the preparation of the consolidated financial statements included in this report. Certain of the accounting policies used in the preparation of these consolidated financial statements are particularly important for an understanding of the financial position and results of operations presented in the historical consolidated financial statements included in this report. A summary of significant accounting policies is also provided in the notes to our consolidated financial statements (See Note 2 to the consolidated financial statements). These policies require the application of judgment and assumptions by management and, as a result, are subject to a degree of uncertainty. Due to this uncertainty, actual results could differ materially from estimates calculated and utilized by management.

 

Basis of Presentation

 

The accompanying consolidated financial statements include all of the accounts of the Company, and its majority-owned and/or controlled subsidiaries.  The portion of these entities not owned by the Company is presented as noncontrolling interests as of and during the periods consolidated.  All significant intercompany accounts and transactions have been eliminated in consolidation.

 

When the Company obtains an economic interest in an entity, the Company evaluates the entity to determine if the entity is deemed a variable interest entity (“VIE”), and if the Company is deemed to be the primary beneficiary, in accordance with authoritative guidance issued by the FASB on the consolidation of variable interest entities. When an entity is not deemed to be a VIE, the Company considers the provisions of additional FASB guidance which determines whether a general partner, or the general partners as a group, controls a limited partnership or similar entity when the limited partners have certain rights. The Company consolidates (i) entities that are VIEs and of which the Company is deemed to be the primary beneficiary and (ii) entities that are non-VIEs which the Company controls and the limited partners do not have the ability to dissolve the entity or remove the Company without cause nor substantive participating rights.

 

For analytical presentation, all percentages are calculated using the numbers presented in the financial statements contained in this Annual Report on Form 10-K.

 

Self-Storage Facilities

 

The Company records self-storage facilities at cost less accumulated depreciation. Depreciation on the buildings and equipment is recorded on a straight-line basis over their estimated useful lives, which range from five to 40 years. Expenditures for significant renovations or improvements that extend the useful life of assets are capitalized. Repairs and maintenance costs are expensed as incurred.  During 2009, 2008 and 2007, approximately $0.1 million, $0.5 million and $0.4 million of expense was incurred in conjunction with property related damage as a result of insured events such as fires, floods and hurricanes.

 

When facilities are acquired, the purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed based on estimated fair values. When a portfolio of facilities is acquired, the purchase price is allocated to the individual facilities based upon an income approach or a cash flow analysis using appropriate risk adjusted capitalization rates, which take into account the relative size, age and location of the individual facility along with current and projected occupancy and rental rate levels or appraised values, if available. Allocations to the individual assets and liabilities are based upon comparable market sales information for land, buildings and improvements and estimates of depreciated replacement cost of equipment.

 

In allocating the purchase price, the Company determines whether the acquisition includes intangible assets or liabilities, which may include the value of in-place leases, above or below market lease intangibles, and tenant relationships.  Substantially all of the leases in place at acquired facilities are at market rates, as the majority of the leases are month-to-month contracts. Accordingly, to date no portion of the purchase price has been allocated to above- or below-market lease intangibles.  To date, no intangible asset has been recorded for the value of tenant relationships, because the Company does not have any concentrations of significant tenants and the average tenant turnover is fairly frequent. The Company recorded a $6.8 million intangible asset to recognize the value of in-place leases related to its acquisition of 14 self-storage facilities during the third quarter of 2007.  Subsequently, during the quarter ended March 31, 2008, the Company acquired a finite-lived intangible asset valued at approximately $1.0 million as part of its acquisition of one self-storage facility.  This asset represents the value of in-place leases at the time of acquisition.

 

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Long-lived assets classified as “held for use” are reviewed for impairment when events and circumstances such as declines in occupancy and operating results indicate that there may be impairment. The carrying value of these long-lived assets is compared to the undiscounted future net operating cash flows, plus a terminal value, attributable to the assets to determine if the property’s basis is recoverable. If a property’s basis is not considered recoverable, an impairment loss is recorded to the extent the net carrying value of the asset exceeds the fair value. The impairment loss recognized equals the excess of net carrying value over the related fair value of the asset.  There were no impairment losses recognized in accordance with these procedures during 2009, 2008 and 2007.

 

The Company considers long-lived assets to be “held for sale” upon satisfaction of the following criteria: (a) management commits to a plan to sell a facility (or group of facilities), (b) the facility is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such facilities, (c) an active program to locate a buyer and other actions required to complete the plan to sell the facility have been initiated, (d) the sale of the facility is probable and transfer of the asset is expected to be completed within one year, (e) the facility is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (f) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

 

Typically these criteria are all met when the relevant asset is under contract, significant non-refundable deposits have been made by the potential buyer, the assets are immediately available for transfer and there are no contingencies related to the sale that may prevent the transaction from closing. In most transactions, these contingencies are not satisfied until the actual closing of the transaction; and, accordingly, the facility is not identified as held for sale until the closing actually occurs. However, each potential transaction is evaluated based on its separate facts and circumstances.  Properties classified as held for sale are reported as the lesser of carrying value or fair value less estimated costs to sell.

 

Revenue Recognition

 

Management has determined that all our leases with tenants are operating leases. Rental income is recognized in accordance with the terms of the lease agreements or contracts, which generally are month-to-month. Revenues from long-term operating leases are recognized on a straight-line basis over the term of the lease. The excess of rents recognized over amounts contractually due pursuant to the underlying leases is included in deferred revenue, and contractually due but unpaid rents are included in other assets.

 

The Company recognizes gains on disposition of properties only upon closing in accordance with the guidance on sales of real estate. Payments received from purchasers prior to closing are recorded as deposits. Profit on real estate sold is recognized using the full accrual method upon closing when the collectability of the sales price is reasonably assured and the Company is not obligated to perform significant activities after the sale. Profit may be deferred in whole or part until the sale meets the requirements of profit recognition on sales under this guidance.

 

Share Based Payments

 

We apply the fair value method of accounting for contingently issued shares and share options issued under our equity incentive plans. Accordingly, share compensation expense was recorded ratably over the vesting period relating to such contingently issued shares and options. The Company has elected to recognize compensation expense on a straight-line method over the requisite service period.

 

Noncontrolling Interests

 

Noncontrolling interests are the portion of equity (net assets) in a subsidiary not attributable, directly or indirectly, to a parent. The ownership interests in the subsidiary that are held by owners other than the parent are noncontrolling interests. Noncontrolling interests are reported on the consolidated balance sheets within equity, separately from the Company’s equity. On the consolidated statements of operations, revenues, expenses and net income or loss from less-than-wholly-owned subsidiaries are reported at the consolidated amounts, including both the amounts attributable to the Company and noncontrolling interests. Presentation of consolidated equity activity is included for both quarterly and annual financial statements, including beginning balances, activity for the period and ending balances for shareholders’ equity, noncontrolling interests and total equity.  The Company has adjusted the carrying value of its noncontrolling interests subject to redemption value to the extent applicable.

 

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Income Taxes

 

The Company elected to be taxed as a real estate investment trust under Sections 856-860 of the Internal Revenue Code beginning with the period from October 21, 2004 (commencement of operations) through December 31, 2004.  In management’s opinion, the requirements to maintain these elections are being met.  Accordingly, no provision for federal income taxes has been reflected in the consolidated financial statements other than for operations conducted through our taxable REIT subsidiaries.

 

Earnings and profits, which determine the taxability of distributions to shareholders, differ from net income reported for financial reporting purposes due to differences in cost basis, the estimated useful lives used to compute depreciation, and the allocation of net income and loss for financial versus tax reporting purposes.

 

The Company is subject to a 4% federal excise tax if sufficient taxable income is not distributed within prescribed time limits.  The excise tax equals 4% of the annual amount, if any, by which the sum of (a) 85% of the Company’s ordinary income and (b) 95% of the Company’s net capital gain exceeds cash distributions and certain taxes paid by the Company.

 

Recent Accounting Pronouncements

 

The Financial Accounting Standards Board (“FASB”) established the FASB Accounting Standards Codification™ (“Codification”) as the source of authoritative GAAP recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements issued for interim and annual periods ending after September 15, 2009. The Codification has changed the manner in which GAAP guidance is referenced, but did not have an impact on our consolidated financial position, results of operations or cash flows.

 

The FASB issued authoritative guidance on accounting for transfers of financial assets in June 2009, which we will adopt on a prospective basis beginning January 1, 2010.  The guidance requires entities to provide more information regarding sales of securitized financial assets and similar transactions, particularly if the entity has continuing exposure to the risks related to transferred financial assets.  It also eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets and requires additional disclosures.  The application will not have an impact on our consolidated financial position, results of operations or cash flows.

 

The FASB issued authoritative guidance on how a company determines when an entity should be consolidated in June 2009, which we will adopt on a prospective basis beginning January 1, 2010.  The guidance clarifies that the determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance.  The guidance requires an ongoing reassessment of whether a company is the primary beneficiary of a variable interest entity.  It also requires additional disclosures about a company’s involvement in variable interest entities and any significant changes in risk exposure due to that involvement.  The application will not have an impact on our consolidated financial position, results of operations or cash flows.

 

The FASB issued authoritative guidance on determining whether instruments granted in share-based payment transactions are participating securities in June 2008, which we adopted on a prospective basis beginning January 1, 2009.  The guidance states that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and should be included in the computation of earnings per share pursuant to the two-class method.  The application did not have an impact on our consolidated financial position, results of operations or cash flows.

 

The FASB issued authoritative guidance on accounting for convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement) in May 2008, which we adopted on a prospective basis beginning January 1, 2009.  The guidance requires that instruments within its scope be separated into their liability and equity components at initial recognition by recording the liability component at the fair value of a similar liability that does not have an associated equity component and attributing the remaining proceeds from issuance to the equity component. The excess of the principal amount of the liability component over its initial fair value will be amortized to interest expense using the interest method.   The application did not have an impact on our consolidated financial position, results of operations or cash flows.

 

The FASB issued authoritative guidance regarding the hierarchy of generally accepted accounting principles in May 2008, which we adopted on a prospective basis beginning January 1, 2009.  The guidance states that the GAAP hierarchy will now

 

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reside in the accounting literature established by the FASB.  The guidance identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements in conformity with GAAP.  The application did not have an impact on our consolidated financial position, results of operations or cash flows.

 

The FASB issued authoritative guidance regarding disclosures about derivative instruments and hedging activities in March 2008, which we adopted on a prospective basis beginning January 1, 2009.  The guidance enhances required disclosures regarding derivatives and hedging activities, including enhanced disclosures regarding how an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under previous guidance and the impact of derivative instruments and related hedged items on an entity’s financial position, financial performance and cash flows.  The application did not have an impact on our consolidated financial position, results of operations or cash flows.

 

The FASB issued authoritative guidance regarding business combinations in December 2007, which we adopted on a prospective basis beginning January 1, 2009.  The guidance establishes principles and requirements for recognizing identifiable assets acquired, liabilities assumed, noncontrolling interest in the acquiree, goodwill acquired in the combination or the gain from a bargain purchase, and disclosure requirements.  Under this guidance, all costs incurred to effect an acquisition will be recognized separately from the acquisition.  Also, restructuring costs that are expected but the acquirer is not obligated to incur will be recognized separately from the acquisition.  The application did not have an impact on our consolidated financial position, results of operations or cash flows.

 

The FASB issued authoritative guidance regarding noncontrolling interests in consolidated Financial Statements in December 2007, which we adopted on a prospective basis beginning January 1, 2009.  The guidance requires that ownership interests in subsidiaries held by parties other than the parent be clearly identified.  In addition, it requires that the amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the income statement.   The application impacted certain financial statement footnote disclosures but did not affect our consolidated financial position, results of operations or cash flows.

 

Results of Operations

 

The following discussion of our results of operations should be read in conjunction with the consolidated financial statements and the accompanying notes thereto. Historical results set forth in the consolidated statements of operations reflect only the existing facilities and should not be taken as indicative of future operations.

 

Comparison of Operating Results for the Years Ended December 31, 2009 and 2008

 

Acquisition and Development Activities

 

The Company’s results of operations are affected by the acquisition activity in 2008 as listed below. At December 31, 2009 and 2008, the Company owned 367 and 387 self-storage facilities and related assets, respectively.

 

·                  In 2009, 20 self-storage facilities were sold for approximately $90.9 million (the “2009 Dispositions”).

 

·                  In 2008, one self-storage facility was acquired for approximately $13.3 million (the “2008 Acquisition”).

 

·                  In 2008, 23 self-storage facilities were sold for approximately $62.0 million (the “2008 Dispositions”).

 

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Table of Contents

 

Comparison of the Year Ended December 31, 2009 to the Year Ended December 31, 2008 (dollars in thousands)

 

 

 

Same Store Property Portfolio

 

Properties
Acquired

 

Other/
Eliminations

 

Total Portfolio

 

 

 

 

 

 

 

Increase/

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase/

 

 

 

 

 

2009

 

2008

 

(Decrease)

 

Change

 

2009

 

2008

 

2009

 

2008

 

2009

 

2008

 

(Decrease)

 

Change

 

REVENUES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental income

 

$

196,383

 

$

204,898

 

$

(8,515

)

-4

%

$

4,247

 

$

3,541

 

$

 

$

 

$

200,630

 

$

208,439

 

$

(7,809

)

-4

%

Other property related income

 

15,935

 

15,343

 

592

 

4

%

724

 

357

 

 

 

16,659

 

15,700

 

959

 

6

%

Total revenues

 

212,318

 

220,241

 

(7,923

)

-4

%

4,971

 

3,898

 

 

 

217,289

 

224,139

 

(6,850

)

-3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property operating expenses

 

83,997

 

85,109

 

(1,112

)

-1

%

2,405

 

2,064

 

7,543

 

7,983

 

93,945

 

95,156

 

(1,211

)

-1

%

NET OPERATING INCOME:

 

128,321

 

135,132

 

(6,811

)

-5

%

2,566

 

1,834

 

(7,543

)

(7,983

)

123,344

 

128,983

 

(5,639

)

-4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

70,832

 

73,751

 

(2,919

)

-4

%

General and administrative

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

22,569

 

24,964

 

(2,395

)

-10

%

Subtotal

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

93,401

 

98,715

 

(5,314

)

-5

%

Operating income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

29,943

 

30,268

 

(325

)

-1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Income (Expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense on loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(45,269

)

(52,014

)

6,745

 

-13

%

Loan procurement amortization expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,339

)

(1,929

)

(410

)

21

%

Interest income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

681

 

153

 

528

 

345

%

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(33

)

94

 

(127

)

-135

%

Total other expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(46,960

)

(53,696

)

6,736

 

-13

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOSS FROM CONTINUING OPERATIONS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(17,017

)

(23,428

)

6,411

 

-27

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DISCONTINUED OPERATIONS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from discontinued operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,546

 

6,810

 

(4,264

)

-63

%

Net gain on disposition of discontinued operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14,139

 

19,720

 

(5,581

)

-28

%

Total discontinued operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

16,685

 

26,530

 

(9,845

)

-37

%

NET INCOME (LOSS)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(332

)

3,102

 

$

(3,434

)

-111

%

NET LOSS (INCOME) ATTRIBUTABLE TO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NONCONTROLLING INTERESTS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noncontrolling interests in the Operating Partnership

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

60

 

(310

)

370

 

-119

%

Noncontrolling interests in subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(665

)

 

(665

)

-100

%

NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

(937

)

$

2,792

 

$

(3,729

)

-134

%

 

Total Portfolio

 

Total Revenues

 

Rental income decreased from $208.4 million in 2008 to $200.6 million in 2009, a decrease of $7.8 million, or 4%. This decrease is primarily attributable to a decrease of rental income from the same-store properties of $8.5 million due to decreased occupancy levels during 2009 as compared to 2008, offset by an increase in rental income of $0.7 million from assets that do not meet the same-store criteria, including management fee revenue from property management services of $0.1 million during 2009 with no comparable income during 2008.

 

Other property related income increased from $15.7 million in 2008 to $16.7 million in 2009, an increase of $1.0 million, or 6%.  This increase is primarily attributable to increased insurance commissions and merchandise sales of $1.0 million across the portfolio of storage facilities during 2009 as compared to 2008.

 

Total Operating Expenses

 

Property operating expenses decreased from $95.2 million in 2008 to $93.9 million in 2009, a decrease of $1.3 million, or 1%.  This decrease is primarily attributable to a $0.7 million decrease in repairs and maintenance expenses and a $0.7 million decrease in utility expenses during the 2009 period as compared to the 2008.

 

Depreciation and amortization decreased from $73.8 million in 2008 to $70.8 million in 2009, a decrease of $3.0 million, or 4%.  The decrease is primarily attributable to amortization expense of $6.8 million incurred during 2008 related to two in-place lease intangible assets acquired in conjunction with property acquisitions during 2008 and 2007, with no similar

 

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activity during 2009, offset by an increase in depreciation expense during the 2009 period of $3.8 million as compared to the 2008 period related to capital improvements during 2008 and 2009.

 

General and administrative expenses decreased from $25.0 million in 2008 to $22.6 million in 2009, a decrease of $2.4 million, or 10%.  This decrease is primarily attributable to a $0.3 million decrease in travel and lodging expenses during 2009 as compared to 2008, and $2.1 million in severance related costs incurred during the 2008 period that the Company did not incur during the 2009 period.

 

Total Other Income (Expenses)

 

Interest expense decreased from $52.0 million in the 2008 period to $45.3 million in the 2009 period, a decrease of $6.7 million, or 13%.  The decrease is attributable to lower interest rates on unsecured debt as well as lower outstanding borrowings on the credit facility during the 2009 period as compared to the 2008 period resulting in an overall decrease in interest expense during 2009 as compared to 2008.

 

Loan procurement amortization expense increased from $1.9 million in the 2008 period to $2.3 million in the 2009 period, an increase of $0.4 million, or 21%.  The increase is attributable to additional costs incurred in relation to the secured credit facility and 17 secured financings entered into in 2009.

 

Interest income increased to $0.7 million in the 2009 period from $0.2 million in the 2008 period. This increase is primarily attributable to interest income earned on proceeds from the secondary offering completed in August 2009.

 

Discontinued Operations

 

Gains on disposition of discontinued operations decreased from $19.7 million in the 2008 period to $14.1 million in the 2009 period, a decrease of $5.6 million, as a result of the sale of 23 assets during the 2008 period as compared to 20 asset sales during the 2009 period.

 

Noncontrolling Interests in Subsidiaries

 

Noncontrolling interests in subsidiaries decreased $0.7 million during the 2009 period as compared to the 2008 period primarily as a result of activity related to the operations of a joint venture (“HART”), which was formed in August 2009 to own and operate 22 self-storage facilities.  The Company retained a 50% ownership interest in HART and accordingly presents 50% of the related results as an adjustment to net income (loss) when arriving at net income (loss) attributable to shareholders.

 

Same-Store Property Portfolio

 

The Company considers its same-store portfolio to consist of only those facilities owned and operated on a stabilized basis at the beginning and at the end of the applicable years presented. Same-store results are considered to be useful to investors in evaluating our performance because it provides information relating to changes in facility-level operating performance without taking into account the effects of acquisitions, developments or dispositions.

 

Same-store revenues decreased from $220.2 million in the 2008 period to $212.3 million in the 2009 period, a decrease of $7.9 million, or 4%.   This decrease is primarily attributable to a decrease in realized rent per occupied square foot of 5.2% during the 2009 period as compared to the 2008 period.  Same-store property operating expenses decreased from $85.1 million in 2008 to $84.0 million in 2009, a decrease of $1.1 million, or 1%.  The decrease primarily relates to a $0.5 million decrease in repairs and maintenance expenses and a $0.5 million decrease in utility expenses during the 2009 period as compared to the 2008.

 

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Table of Contents

 

Comparison of Operating Results for the Years Ended December 31, 2008 and 2007

 

Acquisition and Development Activities

 

The comparability of the Company’s results of operations is significantly affected by the acquisition activity in 2008 and 2007 as listed below. At December 31, 2008 and 2007, the Company owned 387 and 409 self-storage facilities and related assets, respectively.

 

·                  In 2008, one self-storage facility was acquired for approximately $13.3 million (the “2008 Acquisition”).

 

·                  In 2008, 23 self-storage facilities were sold for approximately $62.0 million (the “2008 Dispositions”).

 

·                  In 2007, 17 self-storage facilities were acquired for approximately $140.5 million (the “2007 Acquisitions”).

 

·                  In 2007, five self-storage facilities were sold for approximately $19.2 million (the “2007 Dispositions”).

 

Comparison of the Year Ended December 31, 2008 to the Year Ended December 31, 2007 (dollars in thousands)

 

 

 

Same Store Property Portfolio

 

Properties
Acquired

 

Other/
Eliminations

 

Total Portfolio

 

 

 

 

 

 

 

Increase/

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase/

 

 

 

 

 

2008

 

2007

 

(Decrease)

 

Change

 

2008

 

2007

 

2008

 

2007

 

2008

 

2007

 

(Decrease)

 

Change

 

REVENUES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental income

 

$

194,367

 

$

186,729

 

$

7,638

 

4

%

$

14,072

 

$

5,546

 

$

 

$

 

$

208,439

 

$

192,275

 

$

16,164

 

8

%

Other property related income

 

14,625

 

14,487

 

138

 

1

%

1,075

 

842

 

 

 

15,700

 

15,329

 

371

 

2

%

Other - related party

 

 

 

 

0

%

 

365

 

 

 

 

365

 

(365

)

-100

%

Total revenues

 

208,992

 

201,216

 

7,776

 

4

%

15,147

 

6,753

 

 

 

224,139

 

207,969

 

16,170

 

8

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property operating expenses

 

80,503

 

78,697

 

1,806

 

2

%

7,146

 

2,733

 

7,507

 

7,198

 

95,156

 

88,628

 

6,528

 

7

%

Property operating expenses - related party

 

 

 

 

0

%

 

 

 

59

 

 

59

 

(59

)

-100

%

Subtotal

 

80,503

 

78,697

 

1,806

 

2

%

7,146

 

2,733

 

7,507

 

7,257

 

95,156

 

88,687

 

6,469

 

7

%

NET OPERATING INCOME:

 

128,489

 

122,519

 

5,970

 

5

%

8,001

 

4,020

 

(7,507

)

(7,257

)

128,983

 

119,282

 

9,701

 

8

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

73,751

 

64,672

 

9,079

 

14

%

Lease abandonment charge

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,316

 

(1,316

)

-100

%

General and administrative

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

24,964

 

21,966

 

2,998

 

14

%

General and administrative- related party

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

337

 

(337

)

-100

%

Subtotal

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

98,715

 

88,291

 

10,424

 

12

%

Operating income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

30,268

 

30,991

 

(723

)

-2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Income (Expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense on loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(52,014

)

(54,108

)

2,094

 

-4

%

Loan procurement amortization expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,929

)

(1,772

)

(157

)

9

%

Interest income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

153

 

401

 

(248

)

-62

%

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

94

 

118

 

(24

)

-20

%

Total other expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(53,696

)

(55,361

)

1,665

 

-3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOSS FROM CONTINUING OPERATIONS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(23,428

)

(24,370

)

942

 

-4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DISCONTINUED OPERATIONS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from discontinued operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,810

 

7,606

 

(796

)

-10

%

Net gain on disposition of discontinued operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

19,720

 

2,517

 

17,203

 

683

%

Total discontinued operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

26,530

 

10,123

 

16,407

 

162

%

NET INCOME (LOSS)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,102

 

(14,247

)

$

17,349

 

-122

%

NET LOSS (INCOME) ATTRIBUTABLE TO NONCONTROLLING INTERESTS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noncontrolling interests in the Operating Partnership

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(310

)

1,170

 

(1,480

)

-126

%

NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

2,792

 

$

(13,077

)

$

15,869

 

-121

%

 

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Table of Contents

 

Total Portfolio

 

Total Revenues

 

Rental income increased from $192.3 million in 2007 to $208.4 million in 2008, an increase of $16.1 million, or 8.4%. This increase is primarily attributable to (i) additional rental income from the 2008 Acquisition of $1.2 million, (ii) a full year contribution from the 2007 Acquisitions resulting in additional rental income of $7.5 million, and (iii) an increase in rental income from our pool of same-store facilities of approximately $7.6 million resulting from rate increases and an increase in realized rent per occupied square foot of 3.9% during the 2008 period as compared to the 2007 period.

 

Other property related income increased from $15.3 million in 2007 to $15.7 million in 2008, an increase of $0.4 million, or 2.6%.  This increase is primarily attributable to increased administrative fees across the portfolio of storage facilities during 2008 as compared to 2007.

 

Other — related party decreased from $0.4 million in 2007 to $0 in 2008 due to a decrease in third party management fee income pursuant to the termination of the Rising Tide property management agreement in September 2007.

 

Total Operating Expenses

 

Property operating expenses, including property operating expenses — related party, increased from $88.7 million in 2007 to $95.2 million in 2008, an increase of $6.5 million, or 7%. This increase is primarily attributable to (i) additional operating expenses from the 2008 Acquisition of $0.5 million, (ii) a full year contribution from the 2007 Acquisitions resulting in additional operating expenses of $3.3 million, and (iii) an increase in operating expenses from our pool of same-store facilities of approximately $1.8 million.  The increase in our same-store facilities’ operating expenses in 2008 as compared to 2007 primarily relates to increased property tax and utility expenses of $0.7 million and $0.5 million, respectively.

 

Depreciation and amortization increased from $64.7 million in 2007 to $73.8 million in 2008, an increase of $9.1 million, or 14%. The increase is attributable to additional depreciation expense of $1.8 million related to the 2008 Acquisition and a full year of depreciation expense related to the 2007 Acquisitions in the 2008 period as compared to the 2007 period, an increase from our pool of same-store facilities of approximately $1.4 million, and additional intangible amortization expense of $5.5 million related to the 2008 Acquisition and 2007 Acquisitions in the 2008 period as compared to the 2007 period.

 

In August 2007, the Company abandoned certain office space in Cleveland, OH that was previously used for its corporate offices.  The related leases have expiration dates ranging from December 31, 2008 through December 31, 2014. Upon vacating the space, the Company entered into a sub-lease agreement with a sub-tenant to lease the majority of the space for the duration of the term.  As a result of this exit activity, the Company recognized a “Lease abandonment charge” of $1.3 million during 2007.

 

General and administrative expenses, including General and administrative expenses — related party increased from $22.3 million in 2007 to $25.0 million in 2008, an increase of $2.7 million, or 12%.  The increase is primarily attributable to (i) approximately $1.1 million of due diligence costs that were written off during the 2008 period (ii) $0.9 million of increased amortization of equity compensation during the 2008 period as compared to the 2007 period and (iii) $2.1 million of severance related costs incurred during the 2008 period, offset by $1.2 million of non-recurring legal costs incurred during the 2007 period.  Excluding the 2008 charges for due diligence and severance costs, reduced by the non-recurring charge for legal costs in 2007, general and administrative expenses increased by approximately $0.7 million, or approximately 3%.

 

Total Other Income (Expenses)

 

Interest expense decreased from $54.1 million in the 2007 period to $52.0 million in the 2008 period, a decrease of $2.1 million, or 4%. Although the Company incurred additional debt to finance certain 2007 and 2008 acquisitions, lower interest rates on unsecured debt and loan repayments during the 2008 period as compared to the 2007 period resulted in an overall decrease in interest expense during 2008 as compared to 2007.

 

Loan procurement amortization expense increased from $1.8 million in the 2007 period to $1.9 million in the 2008 period, an increase of $0.1 million, or 6%.  The increase is attributable to additional costs incurred in relation to the secured term loan entered into in April 2008 and the related amortization of those costs in the 2008 period as compared to no similar amortization in the 2007 period.

 

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Table of Contents

 

Interest income decreased to $0.2 million in the 2008 period from $0.4 million in the 2007 period. This decrease is primarily attributable to lower interest rates earned on daily operating cash during the 2008 period as compared to the 2007 period.

 

Discontinued Operations

 

Gains on disposition of discontinued operations increased from $2.5 million in the 2007 period to $19.7 million in the 2008 period, an increase of $17.2 million, as a result of the sale of five assets during the 2007 period as compared to 23 assets sold during the 2008 period.

 

Same-Store Property Portfolio

 

Same-store revenues increased from $201.2 million in the 2007 period to $209.0 million in the 2008 period, an increase of $7.8 million, or 4%.   This increase is primarily attributable to an increase in net rent per occupied square foot of 4.5% during the 2008 period as compared to the 2007 period.  Same-store property operating expenses increased from $78.7 million in 2007 to $80.5 million in 2008, an increase of $1.8 million, or 2%.  The increase in our same-store facilities’ operating expenses in the 2008 period as compared to the 2007 period primarily relates to increased real estate taxes, repairs and maintenance expense, and utilities expense of $0.7 million, $0.3 million and $0.5 million, respectively.

 

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Table of Contents

 

Non-GAAP Financial Measures

 

NOI

 

We define net operating income, which we refer to as “NOI,” as total continuing revenues less continuing property operating expenses. NOI also can be calculated by adding back to net income (loss): interest expense on loans, loan procurement amortization expense, noncontrolling interests, other, depreciation and amortization, lease abandonment charge, general and administrative, and general and administrative - related party; and deducting from net income: income from discontinued operations, gains on sale of self-storage facilities, other, and interest income. NOI is not a measure of performance calculated in accordance with GAAP.

 

We use NOI as a measure of operating performance at each of our facilities, and for all of our facilities in the 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 and value of real estate assets without regard to various items included in net income that do not relate to or are not indicative of operating performance, such as depreciation and amortization, which can vary depending upon accounting methods and the book value of assets; and

 

·         We believe it helps our investors to meaningfully compare the results of our operating performance from period to period by removing the impact of our capital structure (primarily interest expense on our outstanding indebtedness) and depreciation of our basis in our assets from our operating results.

 

There are material limitations to using a measure such as NOI, including the difficulty associated with comparing results among more than one company and the inability to analyze certain significant items, including depreciation and interest expense, that directly affect our net income. We compensate for these limitations by considering the economic effect of the excluded expense items independently as well as in connection with 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.

 

Cash Flows

 

Comparison of the Year Ended December 31, 2009 to the Year Ended December 31, 2008

 

A comparison of cash flow provided by operating, investing and financing activities for the years ended December 31, 2009 and 2008 is as follows:

 

 

 

Year Ended December 31,

 

 

 

Net cash flow provided by (used in):

 

2009

 

2008

 

Change

 

 

 

(in thousands)

 

 

 

Operating activities

 

$

62,214

 

$

67,012

 

$

(4,798

)

Investing activities

 

$

98,852

 

$

27,177

 

$

71,675

 

Financing activities

 

$

(62,042

)

$

(94,962

)

$

32,920

 

 

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Table of Contents

 

Cash flows provided by operating activities for the year ended December 31, 2009 and 2008 were $62.2 million and $67.0 million, respectively, a decrease of $4.8 million.  The decrease primarily relates to reduced levels of net operating income in 2009 as compared to 2008 of $5.6 million and a $1.0 million decrease in other assets during the 2009 period as compared to the 2008 period as a result of the timing of certain payments offset by a $2.4 million reduction in general and administrative expenses during the 2009 period as compared to the 2008 period.

 

Cash provided by investing activities was $98.9 million for the year ended December 31, 2009 and $27.2 million for the year ended December 31, 2008, an increase of $71.7 million.  The increase primarily relates to increased proceeds from property dispositions of $11.4 million in the 2009 period as compared to the 2008 period, net proceeds received from the closing of the a joint venture in August 2009 of approximately $48.7 million with no similar transactions during the 2008 period as well as higher acquisition activity in the 2008 period (one facility for an aggregate purchase price of $13.3 million) relative to the 2009 period (no facility acquisition activity).

 

Cash used in financing activities decreased from $95.0 million in 2008 to $62.0 million in 2009, a decrease of $33.0 million. The decrease relates primarily to increased net debt payoffs of $158.5 million during the 2009 period as compared to the 2008 period, an increase of $16.1 million in loan procurement costs related to the origination of 17 new secured financings during 2009, as well as the new secured term loan in December 2009, offset by proceeds of approximately $170.9 million from the issuance of common shares in the 2009 period, and distributions paid at $0.72 per share in the 2008 period as compared to similar distributions paid at $0.10 per share during the 2009 period.

 

Comparison of the Year Ended December 31, 2008 to the Year Ended December 31, 2007

 

A comparison of cash flow operating, investing and financing activities for the years ended December 31, 2008 and 2007 is as follows:

 

 

 

Year Ended December 31,

 

 

 

Net cash flow provided by (used in):

 

2008

 

2007

 

Change

 

 

 

(in thousands)

 

 

 

Operating activities

 

$

67,012

 

$

62,699

 

$

4,313

 

Investing activities

 

$

27,177

 

$

(153,401

)

$

180,578

 

Financing activities

 

$

(94,962

)

$

75,503

 

$

(170,465

)

 

Cash flows provided by operating activities for the year ended December 31, 2008 and 2007 were $67.0 million and $62.7 million, respectively, an increase of $4.3 million.  The increase primarily relates $4.2 million increase in other assets during the 2008 period as compared to the 2007 period as a result of the timing of certain payments.

 

Cash used in or provided by investing activities changed from a use of $153.4 million in 2007 to proceeds of $27.2 million in 2008, a change of $180.6 million. The change primarily relates to higher acquisition activity in the 2007 period (17 facilities for an aggregate purchase price of $140.5 million) relative to the 2008 period (one facility for an aggregate purchase price of $13.3 million), higher capital improvement activity in the 2007 period, and increased property dispositions in the 2008 period as compared to the 2007 period.

 

Cash used in or provided by financing activities changed from proceeds of $75.5 million in 2007 to a use of $95.0 million in 2008, a change of $170.5 million. The change relates primarily to net borrowings of $148.4 million during the 2007 period as compared to net principal payments of $50.0 million in the 2008 period and distributions paid at $0.72 per share in the 2008 period as compared to similar distributions paid at $1.16 per share during the 2007 period.

 

Liquidity and Capital Resources

 

Liquidity Overview

 

Our cash flow from operations has historically been one of our primary sources of liquidity to fund debt service, distributions and capital expenditures. We derive substantially all of our revenue from customers who lease space from us at our facilities. Therefore, our ability to generate cash from operations is dependent on the rents that we are able to charge and

 

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Table of Contents

 

collect from our customers.  We believe that the facilities in which we invest — self-storage facilities — are less sensitive than other real estate product types to current near-term economic downturns. However, prolonged economic downturns will adversely affect our cash flows from operations.

 

In order to qualify as a REIT for federal income tax purposes, we are required to distribute at least 90% of our REIT taxable income, excluding capital gains, to our shareholders on an annual basis or pay federal income tax.  The nature of our business, coupled with the requirement that we distribute a substantial portion of our income on an annual basis, will cause us to have substantial liquidity needs over both the short-term and the long term.

 

Our short-term liquidity needs consist primarily of funds necessary to pay operating expenses associated with our facilities, refinancing of certain mortgage indebtedness, interest expense and scheduled principal payments on debt, expected distributions to limited partners and shareholders and recurring capital expenditures. These expenses, as well as the amount of recurring capital expenditures that we incur, will vary from year to year, in some cases significantly.  We expect such recurring capital expenditures remaining in the 2010 fiscal year to be approximately $7 million to $9 million.  In addition, our currently scheduled principal payments on debt, including borrowings outstanding on the credit facility and secured term loans, are approximately $114.5 million in 2010 and $90.5 million in 2011.

 

Our most restrictive debt covenants limit the amount of additional leverage we can add; however, we believe the sources of capital described above are adequate to execute our current business plan and remain in compliance with our debt covenants.

 

Our liquidity needs beyond 2010 consist primarily of contractual obligations which include repayments of indebtedness at maturity, as well as potential discretionary expenditures such as (i) non-recurring capital expenditures; (ii) redevelopment of operating facilities; (iii) acquisitions of additional facilities; and (iv) development of new facilities.  We will have to satisfy our needs through either additional borrowings, including borrowings under a new or revised revolving credit facility, sales of common or preferred shares and/or cash generated through facility dispositions and joint venture transactions.

 

Notwithstanding the discussion above, we believe that, as a publicly traded REIT, we will have access to multiple sources of capital to fund long-term liquidity requirements, including the incurrence of additional debt and the issuance of additional equity. However, we cannot provide any assurance that this will be the case. Our ability to incur additional debt will be dependent on a number of factors, including our degree of leverage, the value of our unencumbered assets and borrowing restrictions that may be imposed by lenders. In addition dislocation in the United States debt markets may significantly reduce the availability and increase the cost of long-term debt capital, including conventional mortgage financing and commercial mortgage-backed securities financing.  There can be no assurance that such capital will be readily available in the future.  Our ability to access the equity capital markets will be dependent on a number of factors as well, including general market conditions for REITs and market perceptions about us.

 

Current and Expected Sources of Cash Excluding Credit Facility

 

As of December 31, 2009, we had approximately $102.8 million in available cash and cash equivalents.  In addition, we had approximately $250.0 million of availability for borrowings under our revolving credit facility.

 

Bank Credit Facilities

 

On December 8, 2009, the Company and its Operating Partnership entered into a three-year, $450 million senior secured credit facility (the “secured credit facility”), consisting of a $200 million secured term loan and a $250 million secured revolving credit facility.  The secured credit facility is secured by mortgages on borrowing base properties. The outstanding balance on the Company’s secured credit facility as of December 31, 2009 was comprised of $200 million of secured term loan borrowings.  As of December 31, 2009, approximately $250 million was available under the Company’s secured credit facility.  Borrowings under the secured credit facility bear interest ranging from 3.25% to 4.00% over LIBOR, with a LIBOR floor of 1.5%, depending on our leverage ratio.  At December 31, 2009, borrowings under the secured credit facility had a weighted average interest rate of 5.0% and the Company was in compliance with all financial covenants of the agreement.

 

Our ability to borrow and extend the maturity date under this secured credit facility and secured term loan will be subject to our ongoing compliance with the following financial covenants, among others:

 

·         Maximum total indebtedness to total asset value of 65% (67.5% in first year);

 

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Table of Contents

 

·         Minimum fixed charge coverage ratio of 1.45:1.0; and

 

·         Minimum tangible net worth of $827.0 million plus 75% of net proceeds from future equity issuances.

 

Further, under our secured credit facility, we are restricted from paying distributions on our common shares that would exceed an amount equal to the greater of (i) 95% of our funds from operations, and (ii) such amount as may be necessary to maintain our REIT status.

 

We are currently in compliance with all of our covenants and anticipate being in compliance with all of our covenants through the duration of the term of the credit facility and secured term loan, including any extension period.

 

The secured credit facility replaced the prior, three-year $450 million unsecured credit facility, which was entered into in November 2006, consisting of $200 million in an unsecured term loan and $250 million in unsecured revolving loans. The balance of the unsecured credit facility was paid off in December 2009.  Borrowings under the unsecured credit facility bore interest, at our option, at either an alternative base rate or a Eurodollar rate, in each case, plus an applicable margin based on our leverage ratio or our credit rating. The alternative base interest rate was a fluctuating rate equal to the higher of the prime rate or the sum of the federal funds effective rate plus 50 basis points. The applicable margin for the alternative base rate varied from 0.00% to 0.50% depending on our leverage ratio.

 

On September 14, 2007, the Company and its Operating Partnership entered into a credit agreement that allowed for total secured term loan borrowings of $50.0 million and subsequently amended the agreement on April 3, 2008 to allow for total secured term loan borrowings of $57.4 million.  Each term loan bore interest at either an alternative base rate or a Eurodollar rate, at our option, in each case plus an applicable margin. The outstanding term loans were secured by a pledge by our Operating Partnership of all equity interests in YSI RT LLC, the wholly-owned subsidiary of the Operating Partnership that acquired eight self-storage facilities in September 2007 and one self-storage facility in May 2008.   The balance of the term loans was paid off on August 11, 2009.

 

During 2007 and 2008, the Company entered into interest rate swap agreements designated as cash flow hedges that are designed to reduce the impact of interest rate changes on its variable rate debt.  The swap agreements effectively fixed the 30-day LIBOR interest rate on $50 million of borrowings at 4.7725% per annum, $25 million of borrowings at 4.716% per annum and on $25 million of borrowings at 2.3400% per annum, in each case until they matured on November 20, 2009.  Additionally, the Company entered into interest rate cap agreements on $40 million of LIBOR based borrowings at 5.50% per annum that matured in June 2008.  In May 2008, the Company entered into interest rate swap agreements for notional principal amounts aggregating $200 million, that effectively fixed the 30-day LIBOR interest rate on $200 million of LIBOR based borrowings at 2.7625% that matured on November 20, 2009.

 

Other Material Changes in Financial Position

 

 

 

December 31,

 

Increase

 

 

 

2009

 

2008

 

(decrease)

 

 

 

(in thousands)

 

Selected Assets

 

 

 

 

 

 

 

Storage facilities, net

 

$

1,430,533

 

$

1,559,958

 

$

(129,425

)

Cash and cash equivalents

 

$

102,768

 

$

3,744

 

$

99,024

 

Notes receivable, net

 

$

20,112

 

$

 

$

20,112

 

 

 

 

 

 

 

 

 

Selected Liabilities

 

 

 

 

 

 

 

Revolving credit facility

 

$

 

$

172,000

 

$

(172,000

)

Unecured term loan

 

$

 

$

200,000

 

$

(200,000

)

Secured term loan

 

$

200,000

 

$

57,419

 

$

142,581

 

Mortgage loans and notes payable

 

$

569,026

 

$

548,085

 

$

20,941

 

 

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Table of Contents

 

Storage facilities, net decreased $129.4 million during 2009 primarily as a result of $73.6 million of depreciation expense recognized during 2009 and $75.2 million related to the 2009 dispositions, offset by fixed asset additions.  Cash and cash equivalents increased $99.0 million primarily due to proceeds from dispositions and the origination of 17 new secured term loans during 2009.  Notes receivable, net consists of multiple promissory notes related to storage facility dispositions.

 

Our revolving credit facility decreased $172.0 million as a result of multiple paydowns related to proceeds from the 2009 dispositions, and the unsecured term loan decreased $200 million due to the payoff of the unsecured credit facility in 2009.  The secured term loan balance increased $142.6 million due to the closing of the secured credit facility and related $200 million secured term loan in December 2009 offset by the repayment of $57.4 million of term loans in August 2009.  Mortgage loans and notes payable increased $20.9 million due to the origination of 17 new secured financings during 2009, offset by scheduled principal payments of several mortgages during the year.

 

Contractual Obligations

 

The following table summarizes our known contractual obligations as of December 31, 2009 (in thousands):

 

 

 

Payments Due by Period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015 and

 

 

 

Total

 

2010

 

2011

 

2012

 

2013

 

2014

 

thereafter

 

Mortgage loans and notes payable (a)

 

$

568,795

 

$

114,516

 

$

90,541

 

$

163,817

 

$

26,238

 

$

91,091

 

$

82,592

 

Revolving credit facility and secured term loans (b)

 

200,000

 

 

 

200,000

 

 

 

 

Interest payments (b)

 

129,372

 

39,447

 

30,066

 

28,106

 

12,558

 

12,644

 

6,551

 

Ground leases and third party office lease

 

697

 

149

 

149

 

149

 

149

 

101

 

 

Related
party office leases

 

2,401

 

453

 

475

 

475

 

499

 

499

 

 

Software and service contracts

 

763

 

763

 

 

 

 

 

 

Employment contracts

 

1,295

 

1,295

 

 

 

 

 

 

 

 

$

903,323

 

$

156,623

 

$

121,231

 

$

392,547

 

$

39,444

 

$

104,335

 

$

89,143

 

 


(a)  Amounts do not include unamortized discounts/premiums.

 

(b)  Interest on variable rate debt calculated using LIBOR of 1.50% plus a spread of 3.50%.

 

We expect that the contractual obligations owed in 2010 will be satisfied by a combination of cash generated from operations and from draws on the revolving credit facility.

 

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Table of Contents

 

Off-Balance Sheet Arrangements

 

We do not currently have any off-balance sheet arrangements.

 

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

The Company’s future income, cash flows and fair values relevant to financial instruments depend upon prevailing interest rates.

 

Market Risk

 

Our investment policy relating to cash and cash equivalents is to preserve principal and liquidity while maximizing the return through investment of available funds.

 

Effect of Changes in Interest Rates on our Outstanding Debt

 

The analysis below presents the sensitivity of the market value of our financial instruments to selected changes in market rates.  The range of changes chosen reflects our view of changes which are reasonably possible over a one-year period.  Market values are the present value of projected future cash flows based on the market rates chosen.

 

Our financial instruments consist of both fixed and variable rate debt.  As of December 31, 2009, our consolidated debt consisted of $569.0 million in fixed rate loans payable and $200.0 million in a variable rate unsecured term loan.  All financial instruments were entered into for other than trading purposes and the net market value of these financial instruments is referred to as the net financial position.  Changes in interest rates have different impacts on the fixed and variable rate portions of our debt portfolio.  A change in interest rates on the fixed portion of the debt portfolio impacts the net financial instrument position, but has no impact on interest incurred or cash flows.  A change in interest rates on the variable portion of the debt portfolio impacts the interest incurred and cash flows, but does not impact the net financial instrument position.

 

If market rates of interest on our variable rate debt increase by 1%, the increase in annual interest expense on our variable rate debt would decrease future earnings and cash flows by approximately $0.2 million a year.  If market rates of interest on our variable rate debt decrease by 1%, the decrease in interest expense on our variable rate debt would increase future earnings and cash flows by approximately $0.2 million a year.

 

If market rates of interest increase by 1%, the fair value of our outstanding fixed-rate mortgage debt would decrease by approximately $12.9 million.  If market rates of interest decrease by 1%, the fair value of our outstanding fixed-rate mortgage debt would increase by approximately $13.5 million.

 

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

Financial statements required by this item appear with an Index to Financial Statements and Schedules, starting on page F-1 of this report.

 

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None.

 

ITEM 9A.  CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, the CEO and the CFO have concluded that our disclosure controls and procedures are effective.

 

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Changes in Internal Control Over Financial Reporting

 

There has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during our most recent fiscal quarter, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

Management’s Report on Internal Control Over Financial Reporting

 

Management’s report on internal control over financial reporting is set forth on page F-2 of this Annual Report on Form 10-K, and is incorporated herein by reference.

 

ITEM 9B.  OTHER INFORMATION

 

Not applicable.

 

PART III

 

ITEM 10.  TRUSTEES AND EXECUTIVE OFFICERS

 

We have adopted a Code of Ethics for all of our employees, officers and trustees, which is available on our website at www.ustoreit.com. We intend to disclose any amendment to, or a waiver from, a provision of our Code of Ethics on our website within four business days following the date of the amendment or waiver.

 

The remaining information required by this item regarding trustees, executive officers and corporate governance is hereby incorporated by reference to the material appearing in the Proxy Statement for the Annual Shareholders Meeting to be held in 2010 (the “Proxy Statement”) under the captions “Proposal 1: Election of Trustees,” “Executive Officers” and “Meetings and Committees of the Board of Trustees.” The information required by this item regarding compliance with Section 16(a) of the Exchange Act is hereby incorporated by reference to the material appearing in the Proxy Statement under the caption “Section 16(a) Beneficial Ownership Reporting Compliance.”

 

ITEM 11.  EXECUTIVE COMPENSATION

 

The information required by this item is hereby incorporated by reference to the material appearing in the Proxy Statement under the captions “Compensation Committee Report,” “Meetings and Committees of the Board of Trustees — Compensation Committee Interlocks and Insider Participation,” “Compensation Discussion and Analysis,” “Executive Compensation,” “Potential Payments Upon Termination or Change in Control,” and “Trustee Compensation.”

 

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

 

The information regarding security ownership of certain beneficial owners and management required by this item is hereby incorporated by reference to the material appearing in the Proxy Statement under the caption “Security Ownership of Management” and ““Security Ownership of Beneficial Owners.”

 

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The following table sets forth certain information regarding our equity compensation plans as of December 31, 2009.

 

Plan Category

 

Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights

 

Weighted-average
exercise price of
outstanding options,
warrants and rights

 

Number of securities remaining
available for future issuance under
equity compensation plans
(excluding securities
reflected in column(a)

 

 

 

(a)

 

(b)

 

(c)

 

Equity compensation plans approved by shareholders

 

4,546,304

(1)

$

10.71

(2)

1,146,592

 

Equity compensation plans not approved by shareholders

 

 

 

 

Total

 

4,546,304

 

$

10.71

 

1,146,592

 

 


(1)

 

Excludes 572,230 shares subject to outstanding restricted share unit awards, and 14,781 shares subject to deferred shares credited to the account of our Trustees in the U- Store-It Trust Deferred Trustees Plan.

 

 

 

(2)

 

This number reflects the weighted-average exercise price of outstanding options and has been calculated exclusive of outstanding restricted unit awards.

 

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

The information required by this item is hereby incorporated by reference to the material appearing in the Proxy Statement under the captions “Corporate Governance,” “Policies and Procedures Regarding Review, Approval or Ratification of Transactions With Related Persons,” and “Transactions With Related Persons.”

 

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

The information required by this item is hereby incorporated by reference to the material appearing in the Proxy Statement under the captions “Audit Committee Matters - Fees Paid to Our Independent Registered Public Accounting Firm” and “— Audit Committee Pre-Approval Policies and Procedures.”

 

PART IV

 

ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

(a) Documents filed as part of this report:

 

1. Financial Statements.

 

The response to this portion of Item 15 is submitted as a separate section of this report.

 

2. Financial Statement Schedules.

 

The response to this portion of Item 15 is submitted as a separate section of this report.

 

3. Exhibits.

 

The list of exhibits filed with this report is set forth in response to Item 15(b). The required exhibit index has been filed with the exhibits.

 

(b) Exhibits.  The following documents are filed as exhibits to this report:

 

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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*

 

Second Amended and Restated Bylaws of U-Store-It Trust, incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, filed on November 10, 2008.

 

 

 

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, filed on October 20, 2004, File No. 333-117848.

 

 

 

10.1*

 

Second Amended and Restated Agreement of Limited Partnership of U-Store-It, L.P. dated as of October 27, 2004, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on November 2, 2004.

 

 

 

10.2*

 

Amended and Restated Credit Agreement dated December 7, 2009, by and among U-Store-It, L.P., U-Store-It Trust, Wells Fargo Securities, LLC, Bank of America Securities LLC, Wachovia Bank, National Association, Bank of America, N.A., Regions Bank, SunTrust Bank and the financial institutions initially signatory thereto, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 8, 2009.

 

 

 

10.3*

 

Form of Guaranty, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 8, 2009

 

 

 

10.4*

 

Form of Term Note, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 8, 2009.

 

 

 

10.5*

 

Form of Revolving Note, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 8, 2009

 

 

 

10.6*

 

Form of Swingline Note, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 8, 2009

 

 

 

10.7*

 

Form of Security Interest regarding fixed rate mortgage loan between YSI XX LP and Transamerica Financial Life Insurance Company, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on November 4, 2005.

 

 

 

10.8*

 

Secured Promissory Note, dated November 1, 2005, between YSI XX LP and Transamerica Financial Life Insurance Company, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on November 4, 2005.

 

 

 

10.9*

 

Loan Agreement, dated August 4, 2005, by and between YASKY LLC and LaSalle Bank National Association, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, filed on November 14, 2005.

 

 

 

10.10*

 

Loan Agreement, dated July 19, 2005, by and between YSI VI LLC and Lehman Brothers Bank, FSB, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, filed on November 14, 2005.

 

 

 

10.11*

 

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.

 

 

 

10.12*

 

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.

 

 

 

10.13*

 

Standstill Agreement, by and among, U-Store-It Trust, Robert J. Amsdell, Barry L. Amsdell and Todd C. Amsdell, dated August 6, 2007, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on August 7, 2007.

 

 

 

10.14*

 

Settlement Agreement and Mutual Release, by and among U-Store-It Trust, U-Store-It, L.P., YSI Management LLC, U-Store-It Mini Warehouse Co., U-Store-It Development, LLC, Dean Jernigan, Kathleen A. Weigand, Robert J. Amsdell, Barry L. Amsdell, Todd C. Amsdell, Kyle V. Amsdell, Rising Tide Development LLC, and Amsdell and Amsdell, dated August 6, 2007, incorporated by

 

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reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on August 7, 2007.

 

 

 

10.15*

 

Purchase and Sale Agreement, by and between U-Store-It, L.P. and Rising Tide Development, LLC, dated August 6, 2007, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on August 7, 2007.

 

 

 

10.16*

 

First Amendment to Lease, by and between U-Store-It, L.P. and Amsdell and Amsdell, dated August 6, 2007, amending Lease dated March 29, 2005, incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on August 7, 2007.

 

 

 

10.17*

 

First Amendment to Lease, by and between U-Store-It, L.P. and Amsdell and Amsdell, dated August 6, 2007, amending Lease dated December 5, 2005, incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed on August 7, 2007.

 

 

 

10.18*

 

First Amendment to Lease, by and between U-Store-It, L.P. and Amsdell and Amsdell, dated August 6, 2007, amending Lease dated December 5, 2005, incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed on August 7, 2007.

 

 

 

10.19*

 

First Amendment to Lease, by and between U-Store-It, L.P. and Amsdell and Amsdell, dated August 6, 2007, amending Lease dated December 5, 2005, incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K, filed on August 7, 2007.

 

 

 

10.20*

 

First Amendment to Lease, by and between U-Store-It, L.P. and Amsdell and Amsdell, dated August 6, 2007, amending Lease dated December 5, 2005, incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K, filed on August 7, 2007.

 

 

 

10.21*

 

Lease, dated March 29, 2005, by and between Amsdell and Amsdell and U-Store-It, L.P., incorporated by reference to Exhibit 10.41 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed on March 31, 2005.

 

 

 

10.22*

 

Lease, dated June 29, 2005, by and between Amsdell and Amsdell and U-Store-It, L.P., incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, filed on August 12, 2005.

 

 

 

10.23*

 

Lease, dated June 29, 2005, by and between Amsdell and Amsdell and U-Store-It, L.P., incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, filed on August 12, 2005.

 

 

 

10.24*

 

Option Termination Agreement, by and between U-Store-It, L.P. and Rising Tide Development LLC, dated August 6, 2007, incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K, filed on August 7, 2007.

 

 

 

10.25*

 

Property Management Termination Agreement, by and among U-Store-It Trust, YSI Management LLC, and Rising Tide Development LLC, dated August 6, 2007, incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K, filed on August 7, 2007.

 

 

 

10.26*

 

Marketing and Ancillary Services Termination Agreement, by and among U-Store-It Trust, U-Store-It Mini Warehouse Co., and Rising Tide Development LLC, dated August 6, 2007, incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K, filed on August 7, 2007.

 

 

 

10.27*†

 

Amended and Restated Executive Employment Agreement, dated December 18, 2008, by and between U-Store-It Trust and Dean Jernigan, incorporated by reference to Exhibit 10.38 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, filed on March 2, 2009.

 

 

 

10.28*†

 

Amended and Restated Executive Employment Agreement, dated December 18, 2008, by and between U-Store-It Trust and Christopher P. Marr, incorporated by reference to Exhibit 10.39 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, filed on March 2, 2009.

 

 

 

10.29*†

 

Amended and Restated Executive Employment Agreement, dated December 18, 2008, by and between U-Store-It Trust and Timothy M. Martin, incorporated by reference to Exhibit 10.40 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, filed on March 2, 2009.

 

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10.30*†

 

Indemnification Agreement, dated as of January 25, 2008, by and among U-Store-It Trust, U-Store-It, L.P. and Daniel B. Hurwitz, incorporated by reference to Exhibit 10.49 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, filed on February 29, 2008.

 

 

 

10.31*†

 

Indemnification Agreement, dated as of March 22, 2007, by and among U-Store-It Trust, U-Store-It, L.P. and Marianne M. Keler, incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, filed on May 10, 2007.

 

 

 

10.32*†

 

Indemnification Agreement, dated as of December 11, 2006, by and among U-Store-It Trust, U-Store-It, L.P. and Timothy M. Martin, incorporated by reference to Exhibit 10.47 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006, filed on March 16, 2007.

 

 

 

10.33*†

 

Indemnification Agreement, dated June 5, 2006, by and among U-Store-It Trust, U-Store-It, L.P. and Christopher P. Marr, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed on August 8, 2006.

 

 

 

10.34*†

 

Indemnification Agreement, dated as of April 24, 2006, by and among U-Store-It Trust, U-Store-It, L.P. and Dean Jernigan, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on April 24, 2006

 

 

 

10.35*†

 

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.

 

 

 

10.36*†

 

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.

 

 

 

10.37*†

 

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.

 

 

 

10.38*†

 

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.

 

 

 

10.39*†

 

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.

 

 

 

10.40*†

 

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.

 

 

 

10.41*†

 

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.

 

 

 

10.42*†

 

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.

 

 

 

10.43†

 

Indemnification Agreement, dated as of November 5, 2009, by and among U-Store-It Trust, U-Store-It, L.P. and John F. Remondi.

 

 

 

10.44*†

 

Noncompetition Agreement, dated as of December 11, 2006, by and between U-Store-It Trust and Timothy M. Martin, incorporated by reference to Exhibit 10.62 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006, filed on March 16, 2007.

 

 

 

10.45*†

 

Noncompetition Agreement, dated as of June 5, 2006, by and between U-Store-It Trust and Christopher P. Marr, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed on August 8, 2006.

 

 

 

10.46*†

 

Noncompetition Agreement, dated as of April 24, 2006, by and between U-Store-It Trust and Dean Jernigan, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K,

 

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filed on April 24, 2006.

 

 

 

10.47*†

 

Schedule of Compensation for Non-Employee Trustees of U-Store-It Trust, effective May 8, 2007, incorporated by reference to the Company’s Current Report on Form 8-K, filed on February 24, 2010.

 

 

 

10.48*†

 

Nonqualified Share Option Agreement, dated as of June 5, 2006, by and between U-Store-It Trust and Christopher P. Marr, incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed on August 8, 2006.

 

 

 

10.49*†

 

Nonqualified Share Option Agreement, dated as of April 19, 2006, by and between U-Store-It Trust and Dean Jernigan, incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on April 24, 2006.

 

 

 

10.50*†

 

Form of Restricted Share Agreement for Non-Employee Trustees under the U-Store-It Trust 2007 Equity Incentive Plan, incorporated by reference to Exhibit 10.83 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, filed on February 29, 2008.

 

 

 

10.51*†

 

Form of Restricted Share Agreement for Non-Employee Trustees under the U-Store-It Trust 2004 Equity Incentive Plan, incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, filed on May 10, 2007.

 

 

 

10.52*†

 

Form of Nonqualified Share Option Agreement under the U-Store-It Trust 2007 Equity Incentive Plan, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on January 25, 2008.

 

 

 

10.53*†

 

Form of Nonqualified Share Option Agreement under the U-Store-It Trust 2004 Equity Incentive Plan, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, filed on May 10, 2007.

 

 

 

10.54*†

 

Form of Performance-Vested Restricted Share Agreement under the U-Store-It Trust 2007 Equity Incentive Plan, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on January 25, 2008.

 

 

 

10.55*†

 

Form of Performance-Vested Restricted Share Agreement under the U-Store-It Trust 2004 Equity Incentive Plan, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, filed on May 10, 2007.

 

 

 

10.56*†

 

Form of Restricted Share Agreement under the U-Store-It Trust 2007 Equity Incentive Plan, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on January 25, 2008.

 

 

 

10.57*†

 

Form of Restricted Share Agreement under the U-Store-It Trust 2004 Equity Incentive Plan, incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, filed on May 10, 2007.

 

 

 

10.58*†

 

U-Store-It Trust Trustees Deferred Compensation Plan, amended and restated effective January 1, 2009, incorporated by reference to Exhibit 10.78 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, filed on March 2, 2009.

 

 

 

10.59*†

 

U-Store-It Trust Executive Deferred Compensation Plan, amended and restated effective January 1, 2009, incorporated by reference to Exhibit 10.79 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, filed on March 2, 2009.

 

 

 

10.60*†

 

U-Store-It Trust Deferred Trustees Plan, effective as of May 31, 2005, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on June 6, 2005.

 

 

 

10.61*†

 

2007 Equity Incentive Plan of U-Store-It Trust, effective as of May 8, 2007, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, filed on May 10, 2007.

 

 

 

10.62*†

 

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.

 

 

 

10.63*

 

Indemnification Agreement, dated as of February 26, 2009, by and among U-Store-It Trust, U-Store-It, L.P. and Jeffrey Foster, incorporated by reference to Exhibit 10.83 to the Company’s Annual

 

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Report on Form 10-K for the year ended December 31, 2008, filed on March 2, 2009.

 

 

 

10.64*

 

Severance and General Release Agreement dated February 10, 2009 by and between U-Store-It Trust and Kathleen Weigand, incorporated by reference to Exhibit 10.84 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, filed on March 2, 2009.

 

 

 

10.65*

 

Severance and General Release Agreement dated December 31, 2008 by and between U-Store-It Trust and Steve Nichols, incorporated by reference to Exhibit 10.85 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, filed on March 2, 2009.

 

 

 

10.66*

 

Contribution Agreement dated August 6, 2009 by and between YSI Venture LP LLC and HART -YSI Investor LP LLC, incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed on August 7, 2009.

 

 

 

10.67*

 

First Amendment to Contribution Agreement dated August 13, 2009 by and between YSI Venture LP LLC and HART -YSI Investor LP LLC, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on August 14, 2009.

 

 

 

10.68*

 

Amended and Restated Limited Partnership Agreement of YSI — HART LIMITED PARTNERSHIP dated August 13, 2009, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on August 14, 2009.

 

 

 

10.69*

 

Sales Agreement dated April 3, 2009, among the U-Store-It Trust, U-Store-It, L.P., and Cantor Fitzgerald & Co., incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K, filed on April 3, 2009

 

 

 

10.70†

 

Letter Agreement dated January 9, 2009 between U-Store-It Trust and Jeffrey P. Foster

 

 

 

10.71†

 

Indemnification Agreement, dated as of February 23, 2010, by and among U-Store-It Trust, U-Store-It, L.P. and Piero Bussani.

 

 

 

12.1

 

Statement regarding Computation of Ratios of U-Store-It Trust

 

 

 

21.1

 

List of Subsidiaries

 

 

 

23.1

 

Consent of KPMG LLP

 

 

 

23.2

 

Consent of Deloitte & Touche LLP

 

 

 

31.1

 

Certification of Chief Executive Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

31.2

 

Certification of Chief Financial Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.1

 

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

99.1

 

Material Tax Considerations

 


*

 

Incorporated herein by reference as above indicated.

 

 

 

 

Denotes a management contract or compensatory plan, contract or arrangement.

 

59



Table of Contents

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

U-STORE-IT TRUST

 

 

 

By:

/s/  Timothy M. Martin

 

 

Timothy M. Martin

 

 

Chief Financial Officer

 

Date: March 1, 2010

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

 

Signature

 

Title

 

Date

 

 

 

 

 

/s/ William M. Diefenderfer III

 

Chairman of the Board of Trustees

 

March 1, 2010

William M. Diefenderfer III

 

 

 

 

 

 

 

 

 

/s/ Dean Jernigan

 

Chief Executive Officer and Trustee

 

March 1, 2010

Dean Jernigan

 

(Principal Executive Officer)

 

 

 

 

 

 

 

/s/ Timothy M. Martin

 

Chief Financial Officer

 

March 1, 2010

Timothy M. Martin

 

(Principal Financial and Accounting Officer)

 

 

 

 

 

 

 

/s/ Piero Bussani

 

Trustee

 

March 1, 2010

Piero Bussani

 

 

 

 

 

 

 

 

 

/s/ John C. Dannemiller

 

Trustee

 

March 1, 2010

John C. Dannemiller

 

 

 

 

 

 

 

 

 

/s/ Harold S. Haller

 

Trustee

 

March 1, 2010

Harold S. Haller

 

 

 

 

 

 

 

 

 

/s/ Daniel B. Hurwitz

 

Trustee

 

March 1, 2010

Daniel B. Hurwitz

 

 

 

 

 

 

 

 

 

/s/ Marianne M. Keler

 

Trustee

 

March 1, 2010

Marianne M. Keler

 

 

 

 

 

 

 

 

 

/s/ David J. LaRue

 

Trustee

 

March 1, 2010

David J. LaRue

 

 

 

 

 

 

 

 

 

/s/ John R. Remondi

 

Trustee

 

March 1, 2010

John R. Remondi

 

 

 

 

 

60



Table of Contents

 

FINANCIAL STATEMENTS
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

 

Page No.

Consolidated Financial Statements of U-Store-It Trust and Subsidiaries (The “Company”)

 

 

 

 

 

Management’s Report on Internal Control Over Financial Reporting

 

F-2

 

 

 

Reports of Independent Registered Public Accounting Firms

 

F-3

 

 

 

Consolidated Balance Sheets as of December 31, 2009 and 2008

 

F-6

 

 

 

Consolidated Statements of Operations for the years ended December 31, 2009, 2008, and 2007

 

F-7

 

 

 

Consolidated Statements of Equity for the years ended December 31, 2009, 2008, and 2007

 

F-8

 

 

 

Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2008, and 2007

 

F-9

 

 

 

Notes to Consolidated Financial Statements

 

F-10

 

F-1



Table of Contents

 

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

 

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Under Section 404 of the Sarbanes-Oxley Act of 2002, the Company’s management is required to assess the effectiveness of the Company’s internal control over financial reporting as of the end of each fiscal year, and report on the basis of that assessment whether the Company’s internal control over financial reporting is effective.

 

The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that:

 

·                  pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and the disposition of the assets of the Company;

 

·                  provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that the receipts and expenditures of the Company are being made only in accordance with the authorization of the Company’s management and its Board of Trustees; and

 

·                  provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

 

There are inherent limitations in the effectiveness of any system of internal control, including the possibility of human error and the circumvention or overriding of controls. Accordingly, even an effective internal control system can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of an internal control system may vary over time.

 

Under the supervision, and with the participation, of the Company’s management, including the principal executive officer and principal financial officer, we conducted a review, evaluation and assessment of the effectiveness of our internal control over financial reporting as of December 31, 2009, based upon the Committee of Sponsoring Organizations of the Treadway Commission (COSO) criteria. In performing its assessment of the effectiveness of internal control over financial reporting, management has concluded that, as of December 31, 2009, our internal control over financial reporting was effective based on the COSO framework.

 

The effectiveness of our internal control over financial reporting as of December 31, 2009, has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report that appears herein.

 

March 1, 2010

 

F-2



Table of Contents

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

The Board of Trustees and Shareholders of

U-Store-It Trust:

 

We have audited U-Store-It Trust and subsidiaries’ internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). U-Store-It Trust’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

 

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

In our opinion, U-Store-It Trust maintained, in all material respects, effective internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of U-Store-It Trust and subsidiaries as of December 31, 2009, and the related consolidated statements of operations, equity, and cash flows for the year then ended, and our report dated March 1, 2010 expressed an unqualified opinion on those consolidated financial statements.

 

 

/s/ KPMG LLP

 

Philadelphia, Pennsylvania

March 1, 2010

 

F-3



Table of Contents

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

The Board of Trustees and Shareholders of

U-Store-It Trust:

 

We have audited the accompanying consolidated balance sheet of U-Store-It Trust and subsidiaries as of December 31, 2009, and the related consolidated statements of operations, equity, and cash flows for the year then ended.  In connection with our audit of the consolidated financial statements, we have also audited the financial statement schedule for 2009 as listed in the accompanying index.  These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audit.  The accompanying consolidated financial statements of U-Store-It Trust and subsidiaries as of December 31, 2008 and for the two years then ended, were audited by other auditors whose report thereon dated March 2, 2009 (August 7, 2009, as to the retrospective effects of the application of authoritative guidance regarding noncontrolling interests discussed in Note 2), expressed an unqualified opinion on those statements, before the effects of the retrospective adjustments that were applied for the discontinued operations described in note 10 to the consolidated financial statements.

 

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

 

In our opinion, the 2009 consolidated financial statements referred to above present fairly, in all material respects, the financial position of U-Store-It Trust and subsidiaries as of December 31, 2009 and the results of their operations and their cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the 2009 information set forth therein.

 

We also have audited the retrospective adjustments that were applied to the 2008 and 2007 consolidated financial statements for the operations discontinued in 2009 as described in note 10 to the consolidated financial statements.  In our opinion, such adjustments are appropriate and have been properly applied.  We were not engaged to audit, review, or apply any procedures to the 2008 and 2007 consolidated financial statements of the Company other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2008 and 2007 consolidated financial statements taken as a whole.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), U-Store-It Trust’s internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 1, 2010 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

 

 

/s/ KPMG LLP

 

Philadelphia, Pennsylvania

March 1, 2010

 

F-4



Table of Contents

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Trustees and Shareholders of
U-Store-It Trust
Wayne, Pennsylvania

 

We have audited, before the effects of the retrospective adjustments for the discontinued operations discussed in Note 10 to the consolidated financial statements, the consolidated balance sheet of U-Store-It Trust and subsidiaries (the “Company”) as of December 31, 2008, and the related consolidated statements of operations, equity, and cash flows for the years ended December 31, 2008 and 2007 (the 2008 and 2007 consolidated financial statements before the effects of the retrospective adjustments discussed in Note 2 to the consolidated financial statements are not presented herein). These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, such 2008 and 2007 consolidated financial statements, before the effects of the retrospective adjustments for the discontinued operations discussed in Note 10 to the consolidated financial statements, present fairly, in all material respects, the financial position of  U-Store-It Trust and subsidiaries as of December 31, 2008, and the results of their operations and their cash flows for the years ended December 31, 2008 and 2007, in conformity with accounting principles generally accepted in the United States of America.

 

We were not engaged to audit, review, or apply any procedures to the retrospective adjustments for the discontinued operations discussed in Note 10 to the consolidated financial statements and, accordingly, we do not express an opinion or any other form of assurance about whether such retrospective adjustments are appropriate and have been properly applied. Those retrospective adjustments were audited by other auditors.

 

As discussed in Note 2 to the consolidated financial statements, the accompanying 2008 and 2007 financial statements have been retrospectively adjusted for the application of authoritative guidance regarding noncontrolling interests.

 

 

/s/ Deloitte & Touche LLP
Philadelphia, Pennsylvania

 

March 2, 2009 (August 7, 2009, as to the retrospective effects of the application of authoritative guidance regarding noncontrolling interests discussed in Note 2).

 

F-5



Table of Contents

 

U-STORE-IT TRUST AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

 

 

 

December 31,
2009

 

December 31,
 2008

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Storage facilities

 

$

1,774,542

 

$

1,888,123

 

Less:  Accumulated depreciation

 

(344,009

)

(328,165

)

Storage facilities, net

 

1,430,533

 

1,559,958

 

Cash and cash equivalents

 

102,768

 

3,744

 

Restricted cash

 

16,381

 

16,217

 

Loan procurement costs, net of amortization

 

18,366

 

4,453

 

Notes receivable, net

 

20,112

 

 

Assets held for sale

 

 

2,378

 

Other assets, net

 

10,710

 

10,909

 

Total assets

 

$

1,598,870

 

$

1,597,659

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

 

 

 

Revolving credit facility

 

$

 

$

172,000

 

Unsecured term loan

 

 

200,000

 

Secured term loan

 

200,000

 

57,419

 

Mortgage loans and notes payable

 

569,026

 

548,085

 

Accounts payable, accrued expenses and other liabilities

 

33,767

 

39,410

 

Distributions payable

 

2,448

 

1,572

 

Deferred revenue

 

8,449

 

9,725

 

Security deposits

 

456

 

472

 

Liabilities related to assets held for sale

 

 

22

 

Total liabilities

 

814,146

 

1,028,705

 

 

 

 

 

 

 

Noncontrolling interests in the Operating Partnership

 

45,394

 

46,026

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

Common shares $.01 par value, 200,000,000 shares authorized, 92,654,979 and 57,623,491 shares issued and outstanding at December 31, 2009 and December 31, 2008, respectively

 

927

 

576

 

Additional paid in capital

 

974,926

 

801,029

 

Accumulated other comprehensive loss

 

(874

)

(7,553

)

Accumulated deficit

 

(279,670

)

(271,124

)

Total U-Store-It Trust shareholders’ equity

 

695,309

 

522,928

 

Noncontrolling interests in subsidiaries

 

44,021

 

 

Total equity

 

739,330

 

522,928

 

Total liabilities and equity

 

$

1,598,870

 

$

1,597,659

 

 

See accompanying notes to the consolidated financial statements.

 

F-6



Table of Contents

 

U-STORE-IT TRUST AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

 

For the year ended December 31,

 

 

 

2009

 

2008

 

2007

 

 

 

(Dollars and shares in thousands, except per share data)

 

REVENUES

 

 

 

 

 

 

 

Rental income

 

$

200,630

 

$

208,439

 

$

192,275

 

Other property related income

 

16,659

 

15,700

 

15,329

 

Other - related party

 

 

 

365

 

Total revenues

 

217,289

 

224,139

 

207,969

 

OPERATING EXPENSES

 

 

 

 

 

 

 

Property operating expenses

 

93,945

 

95,156

 

88,628

 

Property operating expenses - related party

 

 

 

59

 

Depreciation and amortization

 

70,832

 

73,751

 

64,672

 

Lease abandonment

 

 

 

1,316

 

General and administrative

 

22,569

 

24,964

 

21,966

 

General and administrative - related party

 

 

 

337

 

Total operating expenses

 

187,346

 

193,871

 

176,978

 

OPERATING INCOME

 

29,943

 

30,268

 

30,991

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

Interest:

 

 

 

 

 

 

 

Interest expense on loans

 

(45,269

)

(52,014

)

(54,108

)

Loan procurement amortization expense

 

(2,339

)

(1,929

)

(1,772

)

Interest income

 

681

 

153

 

401

 

Other

 

(33

)

94

 

118

 

Total other expense

 

(46,960

)

(53,696

)

(55,361

)

LOSS FROM CONTINUING OPERATIONS

 

(17,017

)

(23,428

)

(24,370

)

DISCONTINUED OPERATIONS

 

 

 

 

 

 

 

Income from discontinued operations

 

2,546

 

6,810

 

7,606

 

Net gain on disposition of discontinued operations

 

14,139

 

19,720

 

2,517

 

Total discontinued operations

 

16,685

 

26,530

 

10,123

 

NET INCOME (LOSS)

 

(332

)

3,102

 

(14,247

)

NET (INCOME) LOSS ATTRIBUTABLE TO NONCONROLLING INTERESTS

 

 

 

 

 

 

 

Noncontrolling interests in the Operating Partnership

 

60

 

(310

)

1,170

 

Noncontrolling interest in subsidiaries

 

(665

)

 

 

NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY

 

$

(937

)

$

2,792

 

$

(13,077

)

 

 

 

 

 

 

 

 

Basic and diluted loss per share from continuing operations attributable to common shareholders

 

$

(0.24

)

$

(0.37

)

$

(0.67

)

Basic and diluted earnings per share from discontinued operations attributable to common shareholders

 

$

0.23

 

$

0.42

 

$

0.45

 

Basic and diluted earnings (loss) per share attributable to common shareholders

 

$

(0.01

)

$

0.05

 

$

(0.22

)

 

 

 

 

 

 

 

 

Weighted-average basic and diluted shares outstanding

 

70,988

 

57,621

 

57,497

 

 

 

 

 

 

 

 

 

AMOUNTS ATTRIBUTABLE TO THE COMPANY’S COMMON SHAREHOLDERS:

 

 

 

 

 

 

 

Loss from continuing operations

 

$

(16,754

)

$

(21,589

)

$

(38,787

)

Total discontinued operations

 

15,817

 

24,381

 

25,710

 

Net income (loss)

 

$

(937

)

$

2,792

 

$

(13,077

)

 

See accompanying notes to the consolidated financial statements.

 

F-7



Table of Contents

 

U-STORE-IT TRUST AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(in thousands)

 

 

 

Common Shares

 

Additional
Paid in

 

Accumulated
Other Comprehensive

 

Accumulated

 

Total
Shareholders’

 

Non controlling
Interest in

 

 

 

Non controlling
Interests in
the Operating

 

 

 

Number

 

Amount

 

Capital

 

Loss

 

Deficit

 

Equity

 

Subsidiaries

 

Total Equity

 

Partnership

 

Balance at December 31, 2006

 

57,335

 

$

573

 

$

743,924

 

$

 

$

(167,712

)

$

576,785

 

$

 

$

576,785

 

$

107,606

 

Issuance of restricted shares

 

123

 

2

 

 

 

 

 

 

 

2

 

 

 

2

 

 

 

Conversion from units to shares

 

119

 

1

 

 

 

 

 

 

 

1

 

 

 

1

 

 

 

Amortization of restricted shares

 

 

 

 

 

972

 

 

 

 

 

972

 

 

 

972

 

 

 

Share compensation expense

 

 

 

 

 

867

 

 

 

 

 

867

 

 

 

867

 

 

 

Adjustment for noncontrolling interest in operating partnership

 

 

 

 

 

52,177

 

 

 

1,170

 

53,347

 

 

 

53,347

 

(52,073

)

Net loss

 

 

 

 

 

 

 

 

 

(14,247

)

(14,247

)

 

 

(14,247

)

(1,170

)

Other comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized loss on interest rate swap

 

 

 

 

 

 

 

(1,545

)

 

 

(1,545

)

 

 

(1,545

)

 

 

Unrealized loss on foreign currency translation

 

 

 

 

 

 

 

(119

)

 

 

(119

)

 

 

(119

)

 

 

Distributions

 

 

 

 

 

 

 

 

 

(60,444

)

(60,444

)

 

 

(60,444

)

(5,381

)

Balance at December 31, 2007

 

57,577

 

$

576

 

$

797,940

 

$

(1,664

)

$

(241,233

)

$

555,619

 

$

 

$

555,619

 

$

48,982

 

Issuance of restricted shares

 

46

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Conversion from units to shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of restricted shares

 

 

 

 

 

1,297

 

 

 

 

 

1,297

 

 

 

1,297

 

 

 

Share compensation expense

 

 

 

 

 

1,425

 

 

 

 

 

1,425

 

 

 

1,425

 

 

 

Adjustment for noncontrolling interest in operating partnership

 

 

 

 

 

367

 

 

 

(310

)

57

 

 

 

57

 

(435

)

Net income

 

 

 

 

 

 

 

 

 

3,102

 

3,102

 

 

 

3,102

 

310

 

Other comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized loss on interest rate swap

 

 

 

 

 

 

 

(4,608

)

 

 

(4,608

)

 

 

(4,608

)

 

 

Unrealized loss on foreign currency translation

 

 

 

 

 

 

 

(1,281

)

 

 

(1,281

)

 

 

(1,281

)

 

 

Distributions

 

 

 

 

 

 

 

 

 

(32,683

)

(32,683

)

 

 

(32,683

)

(2,831

)

Balance at December 31, 2008

 

57,623

 

$

576

 

$

801,029

 

$

(7,553

)

$

(271,124

)

$

522,928

 

$

 

$

522,928

 

$

46,026

 

Contributions from noncontrolling interests in subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

44,739

 

44,739

 

(131

)

Issuance of common shares, net

 

34,677

 

347

 

170,501

 

 

 

 

 

170,848

 

 

 

170,848

 

 

 

Issuance of restricted shares

 

85

 

1

 

 

 

 

 

 

 

1

 

 

 

1

 

 

 

Conversion from units to shares

 

270

 

3

 

 

 

 

 

 

 

3

 

 

 

3

 

 

 

Amortization of restricted shares

 

 

 

 

 

1,631

 

 

 

 

 

1,631

 

 

 

1,631

 

 

 

Share compensation expense

 

 

 

 

 

1,765

 

 

 

 

 

1,765

 

 

 

1,765

 

 

 

Adjustment for noncontrolling interest in operating partnership

 

 

 

 

 

 

 

(27

)

 

 

(27

)

 

 

(27

)

 

 

Net income (loss)

 

 

 

 

 

 

 

 

 

(937

)

(937

)

665

 

(272

)

 

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gain on interest rate swap

 

 

 

 

 

 

 

6,153

 

 

 

6,153

 

 

 

6,153

 

 

 

Unrealized gain on foreign currency translation

 

 

 

 

 

 

 

553

 

 

 

553

 

 

 

553

 

 

 

Distributions

 

 

 

 

 

 

 

 

 

(7,609

)

(7,609

)

(1,383

)

(8,992

)

(501

)

Balance at December 31, 2009

 

92,655

 

$

927

 

$

974,926

 

$

(874

)

$

(279,670

)

$

695,309

 

$

44,021

 

$

739,330

 

$

45,394

 

 

See accompanying notes to the consolidated financial statements.

 

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Table of Contents

 

U-STORE-IT TRUST AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

 

 

Twelve Months Ended December 31,

 

 

 

2009

 

2008

 

2007

 

Operating Activities

 

 

 

 

 

 

 

Net income (loss)

 

$

(332

)

$

3,102

 

$

(14,247

)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

 

75,908

 

80,132

 

72,218

 

Lease abandonment charge

 

 

 

1,316

 

Gain on disposition of discontinued operations

 

(14,139

)

(19,720

)

(2,311

)

Equity compensation expense

 

3,396

 

2,722

 

1,840

 

Accretion of fair market value adjustment of debt

 

(463

)

(446

)

(367

)

Changes in other operating accounts:

 

 

 

 

 

 

 

Other assets

 

388

 

1,425

 

(2,756

)

Accounts payable and accrued expenses

 

(1,797

)

(7

)

6,660

 

Other liabilities

 

(747

)

(196

)

346

 

Net cash provided by operating activities

 

$

62,214

 

$

67,012

 

$

62,699

 

 

 

 

 

 

 

 

 

Investing Activities

 

 

 

 

 

 

 

Acquisitions, additions and improvements to storage facilities

 

(17,882

)

(30,738

)

(48,014

)

Acquisitions, additions and improvements to storage facilities- related party

 

 

 

(121,630

)

Insurance settlements

 

 

1,447

 

 

Proceeds from sales of properties, net

 

68,257

 

56,867

 

17,935

 

Proceeds from sales to noncontrolling interests

 

48,641

 

 

 

Increase in restricted cash

 

(164

)

(399

)

(1,692

)

Net cash provided by (used in) investing activities

 

$

98,852

 

$

27,177

 

$

(153,401

)

 

 

 

 

 

 

 

 

Financing Activities

 

 

 

 

 

 

 

Proceeds from:

 

 

 

 

 

 

 

Revolving credit facility

 

9,500

 

57,300

 

156,500

 

Secured term loans

 

200,000

 

9,975

 

47,444

 

Mortgage loans and notes payable

 

116,615

 

 

4,651

 

Principal payments on:

 

 

 

 

 

 

 

Revolving credit facility

 

(181,500

)

(104,300

)

(28,000

)

Unsecured term loans

 

(200,000

)

 

 

Secured term loans

 

(57,419

)

 

 

Mortgage loans and notes payable

 

(95,211

)

(12,526

)

(32,157

)

Proceeds from issuance of equity, net

 

170,852

 

 

 

Distributions paid to shareholders

 

(6,736

)

(41,621

)

(66,816

)

Distributions paid to noncontrolling interests in Operating Partnership

 

(508

)

(3,656

)

(5,975

)

Distributions paid to noncontrolling interest in subsidiaries

 

(1,383

)

 

 

Loan procurement costs

 

(16,252

)

(134

)

(144

)

Net cash (used in) provided by financing activities

 

$

(62,042

)

$

(94,962

)

$

75,503

 

 

 

 

 

 

 

 

 

Increase (decrease) in cash and cash equivalents

 

99,024

 

(773

)

(15,199

)

 

 

 

 

 

 

 

 

Cash and cash equivalents at beginning of year

 

3,744

 

4,517

 

19,716

 

Cash and cash equivalents at end of year

 

$

102,768

 

$

3,744

 

$

4,517

 

 

 

 

 

 

 

 

 

Supplemental Cash Flow and Noncash Information

 

 

 

 

 

 

 

Cash paid for interest, net of interest capitalized

 

$

43,764

 

$

52,291

 

$

53,952

 

Supplemental disclosure of noncash activities:

 

 

 

 

 

 

 

Additions to storage facilities

 

$

 

$

1,023

 

$

 

Disposition of facilities:

 

 

 

 

 

 

 

Notes receivable originated upon disposition of property

 

$

17,600

 

$

2,612

 

$

 

Derivative valuation adjustment

 

$

6,153

 

$

(4,608

)

$

(1,545

)

Foreign currency translation adjustment

 

$

553

 

$

(1,281

)

$

(119

)

Gain deferral on sales to noncontrolling interests

 

$

3,992

 

$

 

$

 

 

See accompanying notes to the consolidated financial statements.

 

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Table of Contents

 

U-STORE-IT TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

1.  ORGANIZATION AND NATURE OF OPERATIONS

 

U-Store-It Trust, a Maryland real estate investment trust (collectively with its subsidiaries, “we”, “us” or the “Company”), is a self-administered and self-managed real estate investment trust, or REIT, active in acquiring, developing and operating self-storage properties for business and personal use under month-to-month leases.  The Company’s self-storage facilities (collectively, the “Properties”) are located in 26 states throughout the United States, and in the District of Columbia and are managed under one reportable operating segment: we own, operate, develop, and acquire self-storage facilities.  The Company owns substantially all of its assets through U-Store-It, L.P., a Delaware limited partnership (the “Operating Partnership”).  The Company is the sole general partner of the Operating Partnership and, as of December 31, 2009, owned a 95.1% interest in the Operating Partnership.  The Company manages its assets through YSI Management, LLC (the “Management Company”), a wholly owned subsidiary of the Operating Partnership.  The Company owns 100% of U-Store-It Mini Warehouse Co. (the “TRS”) in addition to three other subsidiaries, each of which has elected to be treated as a taxable REIT subsidiary. In general, a taxable REIT subsidiary may perform non-customary services for tenants, hold assets that the Company cannot hold directly and generally may engage in any real estate or non-real estate related business.

 

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Principles of Consolidation

The accompanying consolidated financial statements include all of the accounts of the Company, and its majority-owned and/or controlled subsidiaries.  The portion of these entities not owned by the Company is presented as noncontrolling interests as of and during the periods consolidated.  All significant intercompany accounts and transactions have been eliminated in consolidation.

 

When the Company obtains an economic interest in an entity, the Company evaluates the entity to determine if the entity is deemed a variable interest entity (“VIE”), and if the Company is deemed to be the primary beneficiary, in accordance with authoritative guidance issued by the FASB on the consolidation of variable interest entities. When an entity is not deemed to be a VIE, the Company considers the provisions of additional FASB guidance which determines whether a general partner, or the general partners as a group, controls a limited partnership or similar entity when the limited partners have certain rights. The Company consolidates (i) entities that are VIEs and of which the Company is deemed to be the primary beneficiary and (ii) entities that are non-VIEs which the Company controls and the limited partners do not have the ability to dissolve the entity or remove the Company without cause nor substantive participating rights.

 

Adoption of Subsequent Accounting Pronouncements

The FASB issued authoritative guidance regarding noncontrolling interests in consolidated financial statements which was effective on January 1, 2009.  The guidance states that noncontrolling interests are the portion of equity (net assets) in a subsidiary not attributable, directly or indirectly, to a parent. The ownership interests in the subsidiary that are held by owners other than the parent are noncontrolling interests. Under the guidance, such noncontrolling interests are reported on the consolidated balance sheets within equity, separately from the Company’s equity. On the consolidated statements of operations, revenues, expenses and net income or loss from less-than-wholly-owned subsidiaries are reported at the consolidated amounts, including both the amounts attributable to the Company and noncontrolling interests. Presentation of consolidated equity activity is included for both quarterly and annual financial statements, including beginning balances, activity for the period and ending balances for shareholders’ equity, noncontrolling interests and total equity.

 

However, per the FASB issued authoritative guidance on the classification and measurement of redeemable securities, securities that are redeemable for cash or other assets at the option of the holder, not solely within the control of the issuer, must be classified outside of permanent equity. This would result in certain outside ownership interests being included as redeemable noncontrolling interests outside of permanent equity in the consolidated balance sheets. The Company makes this determination based on terms in applicable agreements, specifically in relation to redemption provisions. Additionally, with respect to noncontrolling interests for which the Company has a choice to settle the contract by delivery of its own shares, the Company considered the FASB issued guidance on accounting for derivative financial instruments indexed to, and potentially settled in, a Company’s own stock to evaluate whether the Company controls the actions or events necessary to issue the maximum number of shares that could be required to be delivered under share settlement of the contract.  The guidance also requires that noncontrolling interests are adjusted each period so that the carrying value equals the greater of its carrying value based on the accumulation of historical cost or its redemption fair value.

 

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The consolidated results of the Company include results attributable to units of the Operating Partnership that are not owned by the Company, which amounted to approximately 8.1%, and 8.1%, respectively as of December 31, 2008, and 2007 of all outstanding units.  These interests were issued in the form of Operating Partnership units and were a component of the consideration the Company paid to acquire certain self-storage facilities. Limited partners who acquired Operating Partnership units have the right to require the Operating Partnership to redeem part or all of their Operating Partnership units for, at the Company’s option, an equivalent number of common shares of the Company or cash based upon the fair market value of an equivalent number of common shares of the Company.  However, the operating agreement contains certain circumstances that could result in a net cash settlement outside the control of the Company. Accordingly, consistent with the guidance discussed above, the Company will continue to record these non controlling interests outside of permanent equity in the consolidated balance sheets.  Net income or loss related to these noncontrolling interests is excluded from net income or loss in the consolidated statements of operations.  Based on the Company’s evaluation of the redemption value of the redeemable noncontrolling interest, the Company has reflected these interests at their carrying value as of December 31, 2008.

 

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Retrospective Impact of New Accounting Pronouncement Adopted January 1, 2009 (in thousands):

 

Statement of Operations:

 

 

 

For the year ended December 31, 2008:

 

 

 

As Previously Reported

 

Adjustments (a)

 

As Adjusted

 

Loss from continuing operations

 

$

(17,540

)

$

(5,888

)

$

(23,428

)

Total discontinued operations

 

20,332

 

6,198

 

26,530

 

Net income (loss)

 

2,792

 

310

 

3,102

 

Net income (loss) attributable to noncontrolling interests

 

 

(310

)

(310

)

Net income (loss) attributable to the company

 

 

2,792

 

2,792

 

 

 

 

 

 

 

 

 

 

 

For the year ended December 31, 2007:

 

 

 

As Previously Reported

 

Adjustments (a)

 

As Adjusted

 

Loss from continuing operations

 

$

(19,048

)

$

(5,322

)

$

(24,370

)

Total discontinued operations

 

5,971

 

4,152

 

10,123

 

Net income (loss)

 

(13,077

)

(1,170

)

(14,247

)

Net income (loss) attributable to noncontrolling interests

 

 

1,170

 

1,170

 

Net income (loss) attributable to the company

 

 

(13,077

)

(13,077

)

 


(a)  Includes adjustments for the discontinued operations discussed in Note 10.

 

Statement of Equity:

 

 

 

 

 

 

 

 

 

For the year ended December 31, 2008:

 

 

 

As Previously Reported

 

Adjustments

 

As Adjusted

 

Adjustments for noncontrolling interests in operating partnership

 

$

367

 

$

(310

)

$

57

 

Net income

 

2,792

 

310

 

3,102

 

 

 

 

 

 

 

 

 

 

 

For the year ended December 31, 2007:

 

 

 

As Previously Reported

 

Adjustments

 

As Adjusted

 

Adjustments for noncontrolling interests in operating partnership

 

$

1,469

 

$

51,878

 

$

53,347

 

Net loss

 

(13,077

)

(1,170

)

(14,247

)

 

 

 

 

 

 

 

 

Statement of Cash Flows:

 

 

 

 

 

 

 

 

 

For the year ended December 31, 2008:

 

 

 

As Previously Reported

 

Adjustments

 

As Adjusted

 

Net income

 

$

2,792

 

$

310

 

$

3,102

 

Minority interests

 

310

 

(310

)

 

 

 

 

 

 

 

 

 

 

 

For the year ended December 31, 2007:

 

 

 

As Previously Reported

 

Adjustments

 

As Adjusted

 

Net loss

 

$

(13,077

)

$

(1,170

)

$

(14,247

)

Minority interests

 

(995

)

995

 

 

Net cash provided by operating activities

 

62,874

 

(175

)

62,699

 

Acquisitions, additions and improvements to storage facilities - related party

 

(121,805

)

175

 

(121,630

)

Net cash used in investing activities

 

(153,576

)

175

 

(153,401

)

 

Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Although we believe the assumptions and estimates we made are reasonable and appropriate, as discussed in the applicable sections throughout these

 

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consolidated financial statements, different assumptions and estimates could materially impact our reported results.  The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions and changes in market conditions could impact our future operating results.

 

Storage Facilities

Storage facilities are carried at historical cost less accumulated depreciation and impairment losses.  The cost of storage facilities reflects their purchase price or development cost.  Costs incurred for the acquisition and renovation of a storage facility are capitalized to the Company’s investment in that property.  Ordinary repairs and maintenance are expensed as incurred; major replacements and betterments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives.  During 2009, 2008 and 2007, approximately $0.1 million, $0.5 million and $0.4 million of expense was incurred in conjunction with property related damage as a result of insured events such as fires, floods and hurricanes.

 

Purchase Price Allocation

When facilities are acquired, the purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed based on estimated fair values. When a portfolio of facilities is acquired, the purchase price is allocated to the individual facilities based upon an income approach or a cash flow analysis using appropriate risk adjusted capitalization rates, which take into account the relative size, age and location of the individual facility along with current and projected occupancy and rental rate levels or appraised values, if available. Allocations to the individual assets and liabilities are based upon comparable market sales information for land, buildings and improvements and estimates of depreciated replacement cost of equipment.

 

In allocating the purchase price, the Company determines whether the acquisition includes intangible assets or liabilities. Substantially all of the leases in place at acquired facilities are at market rates, as the majority of the leases are month-to-month contracts. Accordingly, to date no portion of the purchase price has been allocated to above- or below-market lease intangibles.  To date, no intangible asset has been recorded for the value of tenant relationships, because the Company does not have any concentrations of significant tenants and the average tenant turnover is fairly frequent.

 

The Company recorded a $6.8 million intangible asset to recognize the value of in-place leases related to its acquisitions in 2007.  Subsequently, during 2008, the Company acquired a finite-lived intangible asset valued at approximately $1.0 million as part of its acquisition of one self-storage facility.  This asset represents the value of in-place leases at the time of acquisition and was fully amortized at December 31, 2009.

 

Depreciation and Amortization

The costs of self-storage facilities and improvements are depreciated using the straight-line method based on useful lives ranging from five to 40 years.

 

Impairment of Long-Lived Assets

We evaluate long-lived assets for impairment when events and circumstances such as declines in occupancy and operating results indicate that there may be impairment. The carrying value of these long-lived assets is compared to the undiscounted future net operating cash flows, plus a terminal value, attributable to the assets to determine if the property’s basis is recoverable. If a property’s basis is not considered recoverable, an impairment loss is recorded to the extent the net carrying value of the asset exceeds the fair value. The impairment loss recognized equals the excess of net carrying value over the related fair value of the asset.  There were no impairment losses recognized in accordance with these procedures during 2009, 2008 and 2007.

 

Long-Lived Assets Held for Sale

We consider long-lived assets to be “held for sale” upon satisfaction of the following criteria: (a) management commits to a plan to sell a facility (or group of facilities), (b) the facility is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such facilities, (c) an active program to locate a buyer and other actions required to complete the plan to sell the facility have been initiated, (d) the sale of the facility is probable and transfer of the asset is expected to be completed within one year, (e) the facility is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (f) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

 

Typically these criteria are all met when the relevant asset is under contract, significant non-refundable deposits have been made by the potential buyer, the assets are immediately available for transfer and there are no contingencies related to the sale that may prevent the transaction from closing. In most transactions, these conditions or criteria are not satisfied until the

 

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actual closing of the transaction; and, accordingly, the facility is not identified as held for sale until the closing actually occurs. However, each potential transaction is evaluated based on its separate facts and circumstances.  Properties classified as held for sale are reported at the lesser of carrying value or fair value less estimated costs to sell.

 

During 2009, the Company sold 20 storage facilities throughout the United States (including one property that was held for sale as of December 31, 2008). During 2008, the Company sold 23 storage facilities throughout the United States.  During 2007, the Company sold three storage facilities in South Carolina and two additional facilities in Arizona. These sales have been accounted for as discontinued operations and, accordingly, the accompanying financial statements and notes reflect the results of operations of the storage facilities sold as discontinued operations (see Note 10).

 

Cash and Cash Equivalents

Cash and cash equivalents are highly-liquid investments with original maturities of three months or less.  The Company may maintain cash equivalents in financial institutions in excess of insured limits, but believes this risk is mitigated by only investing in or through major financial institutions.

 

Restricted Cash

Restricted cash consists of purchase deposits and cash deposits required for debt service requirements, capital replacement, and expense reserves in connection with the requirements of our loan agreements.

 

Loan Procurement Costs

Loan procurement costs related to borrowings consist of $26.4 million and $10.6 million at December 31, 2009 and 2008, respectively and are reported net of accumulated amortization of $8.0 million and $6.2 million as of December 31, 2009 and 2008, respectively. The costs are amortized over the life of the related debt using the effective interest rate method and reported as loan procurement amortization expense.

 

Other Assets

Other assets consist primarily of accounts receivable, prepaid expenses and intangible assets. Accounts receivable were $2.3 million and $2.8 million as of December 31, 2009 and 2008, respectively. The Company has recorded an allowance of approximately $0.4 million and $0.6 million, respectively, related to accounts receivable as of December 31, 2009 and 2008.  The net carrying value of intangible assets as of December 31, 2008 was $0.1 million and were fully amortized as of December 31, 2009.

 

Notes Receivable

As of December 31, 2009, notes receivable of $20.1 million included three promissory notes originated in conjunction with multiple asset dispositions.  The original principal amounts of the promissory notes ranged from $0.3 million to $17.6 million, bearing interest at rates ranging from 6 to 10 percent with maturity dates ranging from two to three years.  The Company periodically assesses the collectability of the notes receivable in accordance with the FASB guidance on accounting by creditors for impairment of a loan. No collectability issues were noted as of December 31, 2009.

 

Environmental Costs

Our practice is to conduct or obtain environmental assessments in connection with the acquisition or development of additional facilities. Whenever the environmental assessment for one of our facilities indicates that a facility is impacted by soil or groundwater contamination from prior owners/operators or other sources, we will work with our environmental consultants and where appropriate, state governmental agencies, to ensure that the facility is either cleaned up, that no cleanup is necessary because the low level of contamination poses no significant risk to public health or the environment, or that the responsibility for cleanup rests with a third party.

 

Revenue Recognition

Management has determined that all of our leases are operating leases. Rental income is recognized in accordance with the terms of the leases, which generally are month-to-month. Revenues from long-term operating leases are recognized on a straight-line basis over the term of the respective lease. The excess of rents received over amounts contractually due pursuant to the underlying leases is included in deferred revenue in the accompanying consolidated balance sheets and contractually due but unpaid rents are included in other assets.

 

The Company recognizes gains on disposition of properties only upon closing in accordance with the guidance on sales of real estate. Payments received from purchasers prior to closing are recorded as deposits. Profit on real estate sold is recognized using the full accrual method upon closing when the collectability of the sales price is reasonably assured and the

 

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Company is not obligated to perform significant activities after the sale. Profit may be deferred in whole or part until the sale meets the requirements of profit recognition on sales under this guidance

 

Costs Associated with Exit or Disposal Activities

In October 2006, the Company committed to a plan to relocate its accounting, finance and information technology functions to the Philadelphia, Pennsylvania area.  As part of the relocation of these functions, the Company provided severance arrangements for certain existing employees related to those functions.  At the time the severance arrangements were entered into, the Company estimated a total expense of $470,000, of which $45,000 was paid in 2006 and the remainder was paid in 2007.

 

In August 2007, the Company abandoned certain office space in Cleveland, Ohio that was previously used for its corporate offices.  The related leases have expiration dates ranging from December 31, 2009 through December 31, 2014. Upon vacating the space, the Company entered into a sub-lease agreement with a sub-tenant to lease the majority of the space for the duration of the term.

 

As a result of this exit activity, the Company recognized a “Lease abandonment charge” of $1.3 million during the three months ended September 30, 2007.  The charge was comprised of approximately $0.8 million of costs that represent the present value of the net cash flows associated with leases and the sub-lease agreement (“Contract Termination Costs”) and approximately $0.5 million of costs associated with the write-off of certain assets related to the abandoned space (“Other Associated Costs”).  The Contract Termination Costs of $0.8 million are presented as “Accounts payable and accrued rent” and the Other Associated Costs of $0.5 million were accounted for as a reduction of “Storage facilities.”  The Company amortizes the Contract Termination Costs against rental expense over the remaining life of the respective leases.

 

Advertising Costs

The Company incurs advertising costs primarily attributable to print advertisements in telephone books. The Company recognizes the costs when the related telephone book is first published. The Company incurred $4.5 million, $3.8 million and $4.3 million in telephone book advertising expenses for the years ended 2009, 2008 and 2007, respectively.

 

Equity Offering Costs

Underwriting discount and commissions, financial advisory fees and offering costs are reflected as a reduction to additional paid-in capital.

 

Other Property Related Income

Other property related income consists of late fees, administrative charges, sales of storage supplies and other ancillary revenues.

 

Capitalized Interest

The Company capitalizes interest incurred that is directly associated with construction activities until the asset is placed into service. Interest is capitalized to the related assets using a weighted-average rate of the Company’s outstanding debt. The Company capitalized $0.1 million during 2009, 2008 and 2007.

 

Derivative Financial Instruments

The Company carries all derivatives on the balance sheet at fair value. The Company determines the fair value of derivatives by observable prices that are based on inputs not quoted on active markets, but corroborated by market data. The accounting for changes in the fair value of a derivative instrument depends on whether the derivative has been designated and qualifies as part of a hedging relationship and, if so, the reason for holding it. The Company’s use of derivative instruments has been limited to cash flow hedges of certain interest rate risks.   The Company had interest rate swap agreements for notional principal amounts aggregating $300 million at December 31, 2008.  All of the Company’s derivative financial instruments had matured by November 20, 2009.

 

Income Taxes

The Company elected to be taxed as a real estate investment trust under Sections 856-860 of the Internal Revenue Code beginning with the period from October 21, 2004 (commencement of operations) through December 31, 2004.  In management’s opinion, the requirements to maintain these elections are being met.  Accordingly, no provision for federal income taxes has been reflected in the consolidated financial statements other than for operations conducted through our taxable REIT subsidiaries.

 

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Earnings and profits, which determine the taxability of distributions to shareholders, differ from net income reported for financial reporting purposes due to differences in cost basis, the estimated useful lives used to compute depreciation, and the allocation of net income and loss for financial versus tax reporting purposes.  The tax basis in the Company’s assets was $1.3 billion as of December 31, 2009 and $1.5 billion as of December 31, 2008.

 

Distributions to shareholders are usually taxable as ordinary income, although a portion of the distribution may be designated as capital gain or may constitute a tax-free return of capital. Annually, the Company provides each of its shareholders a statement detailing distributions paid during the preceding year and their characterization as ordinary income, capital gain or return of capital. The characterization of the Company’s dividends for 2009 was 100% capital gain distribution.

 

The Company is subject to a 4% federal excise tax if sufficient taxable income is not distributed within prescribed time limits.  The excise tax equals 4% of the annual amount, if any, by which the sum of (a) 85% of the Company’s ordinary income and (b) 95% of the Company’s net capital gain exceeds cash distributions and certain taxes paid by the Company.  No excise tax was incurred in 2009, 2008, or 2007.

 

Taxable REIT subsidiaries, such as the TRS, are subject to federal and state income taxes.  The TRS recorded a net deferred tax asset of $0.5 million as of December 31, 2009 and 2008 related to expenses which are deductible for tax purposes in future periods.

 

Noncontrolling Interests

Noncontrolling interests are the portion of equity (net assets) in a subsidiary not attributable, directly or indirectly, to a parent. The ownership interests in the subsidiary that are held by owners other than the parent are noncontrolling interests. Noncontrolling interests are reported on the consolidated balance sheets within equity, separately from the Company’s equity. On the consolidated statements of operations, revenues, expenses and net income or loss from less-than-wholly-owned subsidiaries are reported at the consolidated amounts, including both the amounts attributable to the Company and noncontrolling interests. Presentation of consolidated equity activity is included for both quarterly and annual financial statements, including beginning balances, activity for the period and ending balances for shareholders’ equity, noncontrolling interests and total equity.  The Company has adjusted the carrying value of its noncontrolling interests subject to redemption value to the extent applicable.  Disclosure of such redemption provisions is provided in Note 7.

 

Earnings per Share

Basic earnings per share is calculated based on the weighted average number of common shares and restricted shares outstanding and/or vested during the period. Diluted earnings per share is calculated by further adjusting for the dilutive impact of share options, unvested restricted shares and contingently issuable shares outstanding during the period using the treasury stock method.  Common shares of 547,000, 94,000 and 22,000 in 2009, 2008 and 2007, respectively, were not included in the calculation of diluted earnings per share, as they were identified as anti-dilutive.

 

Share Based Payments

We apply the fair value method of accounting for contingently issued shares and share options issued under our incentive award plan. Accordingly, share compensation expense is recorded ratably over the vesting period relating to such contingently issued shares and options. The Company has recognized compensation expense on a straight-line method over the requisite service period.

 

Foreign Currency

The financial statements of foreign subsidiaries are translated to U.S. Dollars using the period-end exchange rate for assets and liabilities and an average exchange rate for each period for revenues, expenses, and capital expenditures.  The local currency is the functional currency for the Company’s foreign subsidiaries.  Translation adjustments for foreign subsidiaries are recorded as a component of accumulated other comprehensive loss in shareholders’ equity.  The Company recognizes transaction gains and losses arising from fluctuations in currency exchange rates on transactions denominated in currencies other than the functional currency in earnings as incurred. The Pound, which represents the functional currency used by USIFB, LLP, our joint venture in England, was translated at an end-of-period exchange rate of approximately 1.62212 and 1.4619 U.S. Dollars per Pound at December 31, 2009 and December 31, 2008, respectively, and an average exchange rate of 1.56476 and 1.8669 U.S. Dollars per Pound for the years ended December 31, 2009 and December 31, 2008, respectively.

 

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Recent Accounting Pronouncements

The Financial Accounting Standards Board (“FASB”) established the FASB Accounting Standards Codification™ (“Codification”) as the source of authoritative GAAP recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements issued for interim and annual periods ending after September 15, 2009. The Codification has changed the manner in which GAAP guidance is referenced, but did not have an impact on our consolidated financial position, results of operations or cash flows.

 

The FASB issued authoritative guidance on accounting for transfers of financial assets in June 2009, which we adopted on a prospective basis beginning January 1, 2010.  The guidance requires entities to provide more information regarding sales of securitized financial assets and similar transactions, particularly if the entity has continuing exposure to the risks related to transferred financial assets.  It also eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets and requires additional disclosures.  The application did not have an impact on our consolidated financial position, results of operations or cash flows.

 

The FASB issued authoritative guidance on how a company determines when an entity should be consolidated in June 2009, which we adopted on a prospective basis beginning January 1, 2010.  The guidance clarifies that the determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance.  The guidance requires an ongoing reassessment of whether a company is the primary beneficiary of a variable interest entity.  It also requires additional disclosures about a company’s involvement in variable interest entities and any significant changes in risk exposure due to that involvement.  The application did not have an impact on our consolidated financial position, results of operations or cash flows.

 

The FASB issued authoritative guidance on determining whether instruments granted in share-based payment transactions are participating securities in June 2008, which we adopted on a prospective basis beginning January 1, 2009.  The guidance states that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and should be included in the computation of earnings per share pursuant to the two-class method.  The application did not have an impact on our consolidated financial position, results of operations or cash flows.

 

The FASB issued authoritative guidance on accounting for convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement) in May 2008, which we adopted on a prospective basis beginning January 1, 2009.  The guidance requires that instruments within its scope be separated into their liability and equity components at initial recognition by recording the liability component at the fair value of a similar liability that does not have an associated equity component and attributing the remaining proceeds from issuance to the equity component. The excess of the principal amount of the liability component over its initial fair value will be amortized to interest expense using the interest method.   The application did not have an impact on our consolidated financial position, results of operations or cash flows.

 

The FASB issued authoritative guidance regarding the hierarchy of generally accepted accounting principles in May 2008, which we adopted on a prospective basis beginning January 1, 2009.  The guidance states that the GAAP hierarchy will now reside in the accounting literature established by the FASB.  The guidance identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements in conformity with GAAP.  The application did not have an impact on our consolidated financial position, results of operations or cash flows.

 

The FASB issued authoritative guidance regarding disclosures about derivative instruments and hedging activities in March 2008, which we adopted on a prospective basis beginning January 1, 2009.  The guidance enhances required disclosures regarding derivatives and hedging activities, including enhanced disclosures regarding how an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under previous guidance and the impact of derivative instruments and related hedged items on an entity’s financial position, financial performance and cash flows.  The application did not have an impact on our consolidated financial position, results of operations or cash flows.

 

The FASB issued authoritative guidance regarding business combinations in December 2007, which we adopted on a prospective basis beginning January 1, 2009.  The guidance establishes principles and requirements for recognizing identifiable assets acquired, liabilities assumed, noncontrolling interest in the acquiree, goodwill acquired in the combination or the gain from a bargain purchase, and disclosure requirements.  Under this guidance, all costs incurred to effect an acquisition will be recognized separately from the acquisition.  Also, restructuring costs that are expected but the acquirer is

 

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not obligated to incur will be recognized separately from the acquisition.  The application did not have an impact on our consolidated financial position, results of operations or cash flows.

 

The FASB issued authoritative guidance regarding noncontrolling interests in consolidated Financial Statements in December 2007, which we adopted on a prospective basis beginning January 1, 2009.  The guidance requires that ownership interests in subsidiaries held by parties other than the parent be clearly identified.  In addition, it requires that the amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the income statement.   The retrospective application to the financial statements impacted certain financial statement footnote disclosures but did not impact our consolidated financial position, results of operations or cash flows.

 

Concentration of Credit Risk

The storage facilities are located in major metropolitan and rural areas and have numerous tenants per facility. No single tenant represents a significant concentration of our revenues. The facilities in Florida, California, Texas and Illinois provided total revenues of approximately 18%, 15%, 10% and 7%, respectively, for the year ended December 31, 2009.  The facilities in Florida, California, Texas and Illinois provided total revenues of approximately 19%, 15%, 9% and 7%, respectively, for the year ended December 31, 2008.

 

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3.  STORAGE FACILITIES

 

The following summarizes the real estate assets of the Company as of December 31, 2009 and December 31, 2008:

 

 

 

December 31,

 

December 31,

 

 

 

2009

 

2008

 

 

 

(in thousands)

 

Land

 

$

369,842

 

$

387,831

 

Buildings and improvements

 

1,243,047

 

1,300,711

 

Equipment

 

157,452

 

198,981

 

Construction in progress

 

4,201

 

600

 

Total

 

1,774,542

 

1,888,123

 

Less accumulated depreciation

 

(344,009

)

(328,165

)

Storage facilities — net

 

$

1,430,533

 

$

1,559,958

 

 

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The Company completed the following acquisitions, dispositions and consolidations for the years ended December 31, 2008 and 2009:

 

Facility/Portfolio

 

Location

 

Transaction Date

 

Number of Facilities

 

Purchase / Sales
Price (in thousands)

 

 

 

 

 

 

 

 

 

 

 

2009 Dispositions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

68th Street Asset

 

Miami, FL

 

January 2009

 

1

 

$

2,973

 

Albuquerque, NM Asset

 

Albuquerque, NM

 

April 2009

 

1

 

2,825

 

S. Palmetto Asset

 

Ontario, CA

 

June 2009

 

1

 

5,925

 

Hotel Circle Asset

 

Albuquerque, NM

 

July 2009

 

1

 

3,600

 

Jersey City Asset

 

Jersey City, NJ

 

August 2009

 

1

 

11,625

 

Dale Mabry Asset

 

Tampa, FL

 

August 2009

 

1

 

2,800

 

Winner Assets

 

Multiple locations in CO

 

September 2009

 

6

 

17,300

 

Baton Rouge Asset (Eminent Domain)

 

Baton Rouge, LA

 

September 2009

 

(b)

 

1,918

 

North H Street Asset (Eminent Domain)

 

San Bernardino, CA

 

September 2009

 

1

 

(c

)

Boulder Assets (a)

 

Boulder, CO

 

September 2009

 

4

 

32,000

 

Winner Assets

 

Multiple locations in CO

 

October 2009

 

2

 

6,600

 

Brecksville Asset

 

Brecksville, OH

 

November 2009

 

1

 

3,300

 

 

 

 

 

 

 

20

 

$

90,866

 

 

 

 

 

 

 

 

 

 

 

2008 Acquisitions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Uptown Asset

 

Washington, DC

 

January 2008

 

1

 

$

13,300

 

 

 

 

 

 

 

 

 

 

 

2008 Dispositions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

77th Street Asset

 

Miami, FL

 

March 2008

 

1

 

$

2,175

 

Leesburg Asset

 

Leesburg, FL

 

March 2008

 

1

 

2,400

 

Lakeland Asset

 

Lakeland, FL

 

April 2008

 

1

 

2,050

 

Endicott Asset

 

Union, NY

 

May 2008

 

1

 

2,250

 

Linden Asset

 

Linden, NJ

 

June 2008

 

1

 

2,825

 

Baton Rouge/Prairieville Assets

 

Multiple Locations in LA

 

June 2008

 

2

 

5,400

 

Churchill Assets

 

Multiple locations in MS

 

August 2008

 

4

 

8,333

 

Biloxi/Gulf Breeze Assets

 

Multiple locations in MS/FL

 

September 2008

 

2

 

10,760

 

Deland Asset

 

Deland, FL

 

September 2008

 

1

 

2,780

 

Mobile Assets

 

Mobile, AL

 

September 2008

 

2

 

6,140

 

Hudson Assets

 

Hudson, OH

 

October 2008

 

2

 

2,640

 

Stuart/Vero Beach Assets

 

Multiple locations in FL

 

October 2008

 

2

 

4,550

 

Skipper Road Assets

 

Multiple locations in FL

 

November 2008

 

2

 

5,020

 

Waterway Asset

 

Miami, FL

 

December 2008

 

1

 

4,635

 

 

 

 

 

 

 

23

 

$

61,958

 

 


(a)          The Company provided $17.6 million in seller financing to the buyer as part of the Boulder Assets disposition.

(b)         Approximately one third of the Baton Rouge Asset was taken in conjunction with eminent domain proceedings.  The Company continues to own and operate the remaining two thirds of the asset and include the asset in the Company’s total portfolio property count.

(c)          The entirety of the North H Street Asset was taken in conjunction with eminent domain proceedings and the Company removed this asset from its total portfolio asset count.  The Company expects to finalize compensatory terms with discussions with the State of California by the fourth quarter of 2010.

 

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4.  INTANGIBLE ASSETS

 

During the year ended December 31, 2007, the Company acquired finite-lived intangible assets valued at approximately $6.8 million as part of its 2007 acquisitions.  These assets represent the value of in-place leases at the time of acquisition.  The intangible assets became fully amortized, with $4.6 million and $2.2 million recognized as amortization expense during the year ended December 31, 2008 and 2007, respectively.

 

During the quarter ended March 31, 2008, the Company acquired a finite-lived intangible asset valued at approximately $1.0 million as part of its acquisition of one self-storage facility.  This asset represents the value of in-place leases at the time of acquisition.  The estimated life of this asset at the time of acquisition was 12 months.  The Company recognized amortization expense related to this asset of $0.1 million and $0.9 million during the 2009 and 2008 periods, respectively.

 

5.  SECURED CREDIT FACILITY, UNSECURED CREDIT FACILITY AND SECURED TERM LOANS

 

On December 8, 2009, the Company and its Operating Partnership entered into a three-year, $450 million senior secured credit facility (the “secured credit facility”), consisting of a $200 million secured term loan and a $250 million secured revolving credit facility.  The secured credit facility is secured by mortgages on borrowing base properties. The outstanding balance on the Company’s secured credit facility as of December 31, 2009 was comprised of $200 million of secured term loan borrowings.  As of December 2009, approximately $250 million was available under the Company’s secured credit facility.  Borrowings under the secured credit facility bear interest ranging from 3.25% to 4.00% over LIBOR, with a LIBOR floor of 1.5%, depending on our leverage ratio.   At December 31, 2009, borrowings under the secured credit facility had a weighted average interest rate of 5.0% and the Company was in compliance with all financial covenants of the agreement.

 

The secured credit facility replaced the prior, three-year $450 million unsecured credit facility, which was entered into in November 2006, consisting of $200 million in an unsecured term loan and $250 million in unsecured revolving loans. The balance of the unsecured credit facility was paid off in December 2009.  Borrowings under this former credit facility incurred interest, at our option, at either an alternative base rate or a Eurodollar rate, in each case, plus an applicable margin based on our leverage ratio or our credit rating. The alternative base interest rate is a fluctuating rate equal to the higher of the prime rate or the sum of the federal funds effective rate plus 50 basis points. The applicable margin for the alternative base rate will vary from 0.00% to 0.50% depending on our leverage ratio prior to achieving an investment grade rating, and will vary from 0.00% to 0.25% depending on our credit rating after achieving an investment grade rating.

 

On September 14, 2007, the Company and its Operating Partnership entered into a credit agreement that allowed for total secured term loan borrowings of $50.0 million and subsequently amended the agreement on April 3, 2008 to allow for total secured term loan borrowings of $57.4 million.  Each term loan bore interest at either an alternative base rate or a Eurodollar rate, at our option, in each case plus an applicable margin. The outstanding term loans were secured by a pledge by the Company’s Operating Partnership of all equity interests in YSI RT LLC, the wholly-owned subsidiary of the Operating Partnership that acquired eight self-storage facilities in September 2007 and one self-storage facility in May 2008.   The balance of the term loans was paid off on August 11, 2009.

 

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6.  MORTGAGE LOANS AND NOTES PAYABLE

 

The Company’s mortgage loans and notes payable are summarized as follows:

 

 

 

Carrying Value as of:

 

 

 

 

 

 

 

December 31,

 

December 31,

 

Effective

 

Maturity

 

Mortgage Loan

 

2009

 

2008

 

Interest Rate

 

Date

 

 

 

(in thousands)

 

 

 

 

 

Acq 6

 

 

1,701

 

8.43

%

Aug-09

 

YSI 3

 

 

85,020

 

5.09

%

Nov-09

 

YSI 1

 

83,342

 

85,105

 

5.19

%

May-10

 

YSI 4

 

6,065

 

6,150

 

5.25

%

Jul-10

 

YSI 26

 

9,475

 

9,724

 

5.00

%

Aug-10

 

YSI 25

 

7,975

 

8,093

 

5.00

%

Oct-10

 

Promissory Notes

 

 

75

 

5.97

%

Nov-10

 

YSI 2

 

83,480

 

85,213

 

5.33

%

Jan-11

 

YSI 12

 

1,520

 

1,561

 

5.97

%

Sep-11

 

YSI 13

 

1,307

 

1,342

 

5.97

%

Sep-11

 

YSI 6

 

77,370

 

78,543

 

5.13

%

Aug-12

 

YASKY

 

80,000

 

80,000

 

4.96

%

Sep-12

 

USIFB

 

3,834

 

3,509

 

4.59

%

Oct-12

 

YSI 14

 

1,812

 

1,862

 

5.97

%

Jan-13

 

YSI 7

 

3,163

 

3,224

 

6.50

%

Jun-13

 

YSI 8

 

1,808

 

1,842

 

6.50

%

Jun-13

 

YSI 9

 

1,988

 

2,026

 

6.50

%

Jun-13

 

YSI 17

 

4,246

 

4,365

 

6.32

%

Jul-13

 

YSI 27

 

516

 

532

 

5.59

%

Nov-13

 

YSI 30

 

7,567

 

7,804

 

5.59

%

Nov-13

 

YSI 11

 

2,486

 

2,548

 

5.87

%

Dec-13

 

YSI 5

 

3,281

 

3,363

 

5.25

%

Jan-14

 

YSI 28

 

1,598

 

1,638

 

5.59

%

Feb-14

 

YSI 34

 

14,955

 

 

8.00

%

Jun-14

 

YSI 37

 

2,244

 

 

7.25

%

Aug-14

 

YSI 40

 

2,581

 

 

7.25

%

Aug-14

 

YSI 42

 

3,263

 

 

6.88

%

Aug-14

 

YSI 44

 

1,121

 

 

7.00

%

Sep-14

 

YSI 41

 

3,976

 

 

6.60

%

Sep-14

 

YSI 38

 

4,078

 

 

6.35

%

Sep-14

 

YSI 45

 

5,527

 

 

6.75

%

Oct-14

 

YSI 46

 

3,486

 

 

6.75

%

Oct-14

 

YSI 43

 

2,994

 

 

6.50

%

Nov-14

 

YSI 48

 

25,652

 

 

7.25

%

Nov-14

 

YSI 39

 

3,991

 

 

6.50

%

Nov-14

 

YSI 50

 

2,380

 

 

6.75

%

Dec-14

 

YSI 10

 

4,166

 

4,237

 

5.87

%

Jan-15

 

YSI 15

 

1,920

 

1,961

 

6.41

%

Jan-15

 

YSI 20

 

64,258

 

65,953

 

5.97

%

Nov-15

 

YSI 31

 

13,891

 

 

6.75

%

Jun-19

(a)

YSI 35

 

4,499

 

 

6.90

%

Jul-19

(a)

YSI 32

 

6,160

 

 

6.75

%

Jul-19

(a)

YSI 33

 

11,570

 

 

6.42

%

Jul-19

 

YSI 47

 

3,250

 

 

6.63

%

Jan-20

(a)

Unamortized fair value adjustment

 

231

 

694

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total mortgage loans and notes payable

 

$

569,026

 

$

548,085

 

 

 

 

 

 

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(a)                  These borrowings have a fixed interest rate for the first 5 years of their term, which then resets and remains constant over the final 5 years of the loan term.

 

During 2009, the Company entered into secured financings with 17 regional banks.  The financings are summarized as follows (dollars in thousands):

 

 

 

Carrying

 

 

 

 

 

 

 

 

 

 

 

Value as of:

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

 

 

Properties

 

Effective

 

Maturity

 

Mortgage Loan

 

2009

 

State(s)

 

Encumbered

 

Interest Rate

 

Date

 

 

 

 

 

 

 

 

 

 

 

 

 

YSI 34

 

$

14,955

 

TX

 

8

 

8.00

%

Jun-14

 

YSI 37

 

2,244

 

GA

 

1

 

7.25

%

Aug-14

 

YSI 40

 

2,581

 

TN

 

1

 

7.25

%

Aug-14

 

YSI 42

 

3,263

 

FL

 

1

 

6.88

%

Aug-14

 

YSI 44

 

1,121

 

FL

 

1

 

7.00

%

Sep-14

 

YSI 41

 

3,976

 

TN

 

2

 

6.60

%

Sep-14

 

YSI 38

 

4,078

 

TN

 

3

 

6.35

%

Sep-14

 

YSI 45

 

5,527

 

TN

 

1

 

6.75

%

Oct-14

 

YSI 46

 

3,486

 

IL

 

1

 

6.75

%

Oct-14

 

YSI 43

 

2,994

 

AZ

 

1

 

6.50

%

Nov-14

 

YSI 48

 

25,652

 

CA

 

9

 

7.25

%

Nov-14

 

YSI 39

 

3,991

 

FL

 

1

 

6.50

%

Nov-14

 

YSI 50

 

2,380

 

IL

 

1

 

6.75

%

Dec-14

 

YSI 31

 

13,891

 

NJ

 

4

 

6.75

%

Jun-19

 

YSI 35

 

4,499

 

VA

 

2

 

6.90

%

Jul-19

 

YSI 32

 

6,160

 

NY

 

2

 

6.75

%

Jul-19

 

YSI 33

 

11,570

 

D.C., FL & TX

 

4

 

6.42

%

Jul-19

 

YSI 47

 

3,250

 

MA

 

1

 

6.63

%

Jan-20

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

115,618

 

 

 

 

 

 

 

 

 

 

As of December 31, 2009 and 2008, the Company’s mortgage loans payable were secured by certain of its self-storage facilities with net book values of approximately $776 million and $689 million, respectively. The following table represents the future principal payment requirements on the outstanding mortgage loans and notes payable at December 31, 2009 (in thousands):

 

2010

 

$

114,516

 

2011

 

90,541

 

2012

 

163,817

 

2013

 

26,238

 

2014

 

91,091

 

2015 and thereafter

 

82,592

 

Total mortgage payments

 

568,795

 

Plus: Unamortized fair value adjustment

 

231

 

Total mortgage indebtedness

 

$

569,026

 

 

The Company currently intends to fund its 2010 future principal payment requirements from cash provided by operating activities as well as additional borrowings under our secured credit facility ($250 million available as of December 31, 2009).

 

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7.  NONCONTROLLING INTERESTS

 

Variable Interests in Consolidated Real Estate Joint Ventures

 

On August 13, 2009, the Company, through a wholly-owned affiliate, formed a joint venture (“HART”) with an affiliate of Heitman, LLC (“Heitman”) to own and operate 22 self-storage facilities, which are located throughout the United States.  Upon formation, Heitman contributed approximately $51 million of cash to a newly-formed limited partnership and the Company contributed certain unencumbered wholly-owned properties with an agreed upon value of approximately $102 million to such limited partnership. In exchange for its contribution of those properties, the Company received a cash distribution from HART of approximately $51 million and retained a 50 percent interest in HART.  The Company is the managing partner of HART and the manager of the properties owned by HART, and receives a market rate management fee for its management services.

 

In December 2003, the FASB issued a pronouncement regarding variable interest entities.  The Company determined HART is a variable interest entity as defined by the pronouncement, and that we are the primary beneficiary.  The 50% interest that is owned by Heitman is reflected in noncontrolling interest in subsidiaries within permanent equity and separate from the Company’s equity on the consolidated balance sheet. Accordingly, the assets, liabilities and results of operations of HART are consolidated in our consolidated financial statements.  At December 31, 2009, HART had total assets of $91.6 million and total liabilities of $1.9 million.

 

USIFB, LLP (“the Venture”) was formed to own, operate, acquire and develop self-storage facilities in England.  The Company has a 97% interest in the Venture, and through a wholly-owned subsidiary and together with its joint venture partner, operations began at one facility in London, England during 2008. The Company has determined that the Venture is a variable interest entity as defined by the codification discussed above, and that the Company is the primary beneficiary.  Accordingly, the assets, liabilities and results of operations of the Venture are consolidated in the Company’s consolidated financial statements.  At December 31, 2009, the Venture had total assets of $7.8 million and total liabilities of $4.3 million and a mortgage loan of $3.8 million secured by assets with a net book value of $7.5 million.  At December 31, 2009, the Venture’s creditors had no recourse to the general credit of the Company.

 

Operating Partnership Ownership

 

The Company has followed the FASB guidance regarding the classification and measurement of redeemable securities.  Per this guidance, securities that are redeemable for cash or other assets at the option of the holder, not solely within the control of the issuer, must be classified outside of permanent equity. This would result in certain outside ownership interests being included as redeemable noncontrolling interests outside of permanent equity in the consolidated balance sheets. The Company makes this determination based on terms in applicable agreements, specifically in relation to redemption provisions. Additionally, with respect to noncontrolling interests for which the Company has a choice to settle the contract by delivery of its own shares, the Company considered the guidance regarding accounting for derivative financial instruments indexed to, and potentially settled in, a company’s own stock, to evaluate whether the Company controls the actions or events necessary to presume share settlement.  The guidance also requires that noncontrolling interests be adjusted each period so that the carrying value equals the greater of its carrying value based on the accumulation of historical cost or its redemption value.

 

The consolidated results of the Company include results attributable to units of the Operating Partnership that are not owned by the Company, which amounted to approximately 4.9% and 8.1% of all outstanding Partnership units as of December 31, 2009 and December 31, 2008, respectively.  These interests were issued in the form of Operating Partnership units and were a component of the consideration the Company paid to acquire certain self-storage facilities. Limited partners who acquired Operating Partnership units have the right to require the Operating Partnership to redeem part or all of their Operating Partnership units for, at the Company’s option, an equivalent number of common shares of the Company or cash based upon the fair market value of an equivalent number of common shares of the Company.  However, the partnership agreement contains certain circumstances that could result in a settlement outside the control of the Company. Accordingly, consistent with the guidance, the Company will record these noncontrolling interests outside of permanent equity in the consolidated balance sheets.  Net income or loss related to these noncontrolling interests is excluded from net income or loss in the consolidated statements of operations.

 

The fair value of the Company’s common shares when calculated for the purposes of unit redemption will be equal to the average of the closing trading price of the Company’s common shares on the New York Stock Exchange for the 10 trading

 

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days before the date the Company receives the redemption notice.  At December 31, 2009 and December 31, 2008, 4,809,636  units and 5,079,928 units were outstanding, respectively, and as of December 31, 2009, the calculated aggregate redemption value of outstanding Operating Partnership units based upon the Company’s share price was approximately $35.4 million.  Based on the Company’s evaluation of the redemption value of the redeemable noncontrolling interest, the Company has reflected these interests at their carrying value as of December 31, 2009 and December 31, 2008 as carrying cost exceeded the estimated redemption value.

 

8.  RELATED PARTY TRANSACTIONS

 

Robert J. Amsdell, former Chief Executive Officer and Chairman of the Board of Trustees, retired from the Board effective as of February 13, 2007.  Barry L. Amsdell submitted his letter of resignation from the Board on February 20, 2007.  Effective as of February 19, 2007, Todd C. Amsdell, President of U-Store-It Development LLC, a subsidiary of the Company, resigned.

 

Amsdell Settlement/Rising Tide Acquisition

On September 14, 2007, the Company settled all pending state and federal court litigation involving the Company and the interests of Robert J. Amsdell, Barry L. Amsdell, Todd C. Amsdell and Kyle Amsdell, son of Robert and brother of Todd Amsdell (collectively, the “Amsdells”), and Rising Tide Development LLC, a company owned and controlled by Robert J. Amsdell and Barry L. Amsdell (“Rising Tide”).  The Board of Trustees of the Company, along with the Corporate Governance and Nominating Committee, approved the terms of the settlement.

 

In addition, on September 14, 2007, the Operating Partnership purchased 14 self-storage facilities from Rising Tide (the “Rising Tide Properties”) for an aggregate purchase price of $121 million pursuant to a purchase and sale agreement.  In connection with the settlement agreement and acquisition of the 14 self storage facilities, the Company considered the provisions of codification issued by the FASB on accounting for pre-existing relationships between the parties to a business combination, and determined that all consideration paid was allocable to the purchase of the storage facilities.

 

Pursuant to a Settlement Agreement and Mutual Release, dated August 6, 2007, (the “Settlement Agreement”) which was conditioned upon the acquisition of the 14 self-storage facilities from Rising Tide for $121 million, each of the parties to the agreement executed various agreements.  A summary of the various agreements follows:

 

·                  Standstill Agreement.  Robert J. Amsdell, Barry L. Amsdell and Todd C. Amsdell agreed they would not commence or participate in any proxy solicitation or initiate any shareholder proposal; take any action to convene a meeting of shareholders; or take any actions, including making any public or private proposal or announcement, that could result in an extraordinary corporate transaction relating to the Company.  The standstill agreement terminated on April 20, 2008.

 

·                  First Amendment to Lease.  The Operating Partnership and Amsdell and Amsdell, an entity owned by Robert and Barry Amsdell, entered into a First Amendment to Lease which modified certain terms of all of the lease agreements the Operating Partnership has with Amsdell and Amsdell for office space in Cleveland, Ohio.  The First Amendment provided the Operating Partnership the ability to assign or sublease the office space previously used for its corporate office and certain operations.  Separately, Amsdell and Amsdell consented to the Operating Partnership’s proposed sublease to an unrelated party of approximately 22,000 square feet of office space covered by the aforementioned leases.

 

·                  Termination of Option Agreement.  The Operating Partnership and Rising Tide entered into an Option Termination Agreement that terminated an Option Agreement dated October 27, 2004, by and between the Operating Partnership and Rising Tide.  The Option Agreement provided the Operating Partnership with an option to acquire Rising Tide’s right, title and interest to 18 properties, including:  the 14 Rising Tide Properties discussed above; three properties that the Operating Partnership acquired in 2005 pursuant to exercise of its option; and one undeveloped property that Rising Tide has the option to acquire and that was not acquired as a part of the purchase and sale agreement.

 

·                  Termination of Property Management Agreement, and Marketing and Ancillary Services Agreement.  Certain of the Company’s subsidiaries and Rising Tide entered into a Property Management Termination Agreement and a Marketing and Ancillary Services Termination Agreement. Under the Property Management Agreement, the

 

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Company provided property management services for the Rising Tide Properties for a fee equal to the greater of 5.35% of the gross revenues of each property or $1,500 per property per month.  Under the Marketing and Ancillary Services Agreement, the Company provided limited marketing and other miscellaneous services for the Rising Tide properties.  Management fees earned by YSI Management LLC, from Rising Tide Development, were approximately $0, $0 million and $0.4 million for the years ended December 31, 2009, 2008 and 2007, respectively, and are included in other related party revenues. Accounts receivable from Rising Tide Development at December 31, 2009, 2008 and 2007 were approximately $0, $0 million and $0.4 million, respectively, and are included in due from related parties. No amounts were outstanding as of December 31, 2009.  These amounts represent expenses paid on behalf of Rising Tide Development by YSI Management LLC and proceeds from the sale of ancillary items that were reimbursed under standard business terms.  In connection with the termination of the Property Management Agreement, expenses relating to property management will be prorated.

 

·                  Amendment of Employment and Non-Compete Agreements.  As part of the Settlement Agreement, the Company entered into a Modification of Noncompetition Agreement and Termination of Employment Agreement (each a “Modification of Noncompetition Agreement and Termination of Employment Agreement”) with each of Robert J. Amsdell and Todd C. Amsdell, and a Modification of Noncompetition Agreement (“Modification of Noncompetition Agreement”) with Barry L. Amsdell, which terminates and modifies specific provisions of the noncompetition agreement the Company has with each of them, dated October 27, 2004 (the “Original Noncompetition Agreements”).  The Original Noncompetition Agreements restrict the ability of Robert J., Barry L. and Todd C. Amsdell to compete with the Company for one year and their ability to solicit employees of the Company for two years from the date of their termination of employment or resignation from service as a Trustee.  Pursuant to these modification agreements, Todd C. Amsdell will be able to compete with the Company, and Robert J. and Barry L. Amsdell will be able to (a) develop the one Rising Tide property that the Company did not acquire under the purchase and sale agreement and (b) compete with respect to any property identified as part of a Section 1031 “like-kind exchange” referenced in the purchase and sale agreement.  Further, each Original Noncompetition Agreement was modified to allow each of them to hire, for any purpose, any employee or independent contractor who was terminated, has resigned or otherwise left the employment or other service of the Company or any of its affiliates on or prior to June 1, 2007.

 

The Modification and Noncompetition Agreement and Termination of Employment Agreement with each of Robert J. Amsdell and Todd C. Amsdell also terminates the employment agreements the Company had with each of them, effective as of February 13, 2007 with respect to Robert J. Amsdell and February 19, 2007 with respect to Todd C. Amsdell.

 

Corporate Office Leases

Pursuant to lease agreements that the Operating Partnership entered into with Amsdell and Amsdell during 2007, we rented office space from Amsdell and Amsdell at The Parkview Building, a multi-tenant office building of approximately 40,000 square feet located at 6745 Engle Road, an office building of approximately 18,000 square feet located at 6751 Engle Road, and an office building of approximately 28,000 square feet located at 6779 Engle Road.  Each of these properties is part of Airport Executive Park, a 50-acre office and flex development located in Cleveland, Ohio, which is owned by Amsdell and Amsdell. Our independent Trustees approved the terms of, and entry into, each of the office lease agreements by the Operating Partnership.  The table below shows the office space subject to these lease agreements and certain key provisions, including the term of each lease agreement, the period for which the Operating Partnership may extend the term of each lease agreement, and the minimum and maximum rents payable per month during the term.

 

Office Space

 

Approximate
 Square Footage

 

Term

 

Period of
Extension Option (1)

 

Fixed Minimum
Rent Per Month

 

Fixed
Maximum Rent
Per Month

 

The Parkview Building — 6745 Engle Road; and 6751 Engle Road

 

21,900

 

12/31/2014

 

Five-year

 

$

25,673

 

$

31,205

 

6745 Engle Road — Suite 100

 

2,212

 

12/31/2014

 

Five-year

 

$

3,051

 

$

3,709

 

6745 Engle Road — Suite 110

 

1,731

 

12/31/2014

 

Five-year

 

$

2,387

 

$

2,901

 

6751 Engle Road — Suites C and D

 

3,000

 

12/31/2014

 

Five-year

 

$

3,137

 

$

3,771

 

6779 Engle Road — Suites G and H

 

3,500

 

12/31/2008

 

Five-year

 

$

3,079

 

$

3,347

 

6745 Engle Road — Suite 120

 

1,600

 

4/30/2007

 

Three-year

 

$

1,800

 

$

1,900

 

6779 Engle Road — Suites I and J

 

3,500

 

(2

)

N/A

 

$

3,700

 

N/A

 

 

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(1)          Our operating partnership may extend the lease agreement beyond the termination date by the period set forth in this column at prevailing market rates upon the same terms and conditions contained in each of the lease agreements.

 

(2)          In June 2007, the Operating Partnership terminated this lease agreement which had a month-to-month term.

 

In addition to monthly rent, the office lease agreements provide that our Operating Partnership reimburse Amsdell and Amsdell for certain maintenance and improvements to the leased office space.  The total amounts of lease payments incurred under the six office leases during the years ended December 31, 2009 and December 31, 2008 were approximately $0.3 million and $0.4 million, respectively.

 

Total future minimum rental payments under the related party lease agreements entered into as of December 31, 2009 are as follows:

 

 

 

Due to Related Party

 

Due from Subtenant

 

 

 

Amount

 

Amount

 

 

 

(in thousands)

 

 

 

 

 

 

 

2010

 

$

453

 

$

278

 

2011

 

475

 

278

 

2012

 

475

 

278

 

2013

 

499

 

278

 

2014

 

499

 

278

 

 

 

$

2,401

 

$

1,390

 

 

Other

During the fourth quarter of 2006, the Company engaged a consultant to assist in establishing certain development protocols and processes. In connection with that assignment, the outside consultant utilized the services of the son-in-law of Dean Jernigan, President and Chief Executive Officer of the Company.  Our payments for Mr. Jernigan’s son-in-law’s services totaled $168 thousand in 2008 and $149 thousand in 2007.  Mr. Jernigan’s son-in-law was hired as a full-time employee of the Company on September 15, 2008.

 

During the third quarter of 2009, the Company entered into a relocation transaction with a member of management whereby the Company purchased the former residence of the member of management for $985,000 which is recorded as a component of other assets.  The Company anticipates selling the asset during 2010.

 

Registration Rights

Robert J. Amsdell, Barry L. Amsdell, Todd C. Amsdell and the “Amsdell Entities” that acquired common shares or Operating Partnership units in the formation transactions which took place at the time of the IPO received certain registration rights. An aggregate of approximately 9.7 million common shares acquired in the formation transactions were subject to a registration rights agreement (including approximately 1.1 million shares issuable upon redemption of approximately 1.1 million Operating Partnership units issued in the formation transactions).

 

In addition, Rising Tide Development received registration rights with respect to the Operating Partnership units it received in connection with the Company’s acquisition of three option facilities. An aggregate of approximately 0.4 million common shares (which shares are issuable upon redemption of approximately 0.4 million Operating Partnership units issued in connection with the Company’s option exercises) were subject to a registration rights agreement.

 

In March 2007, the Company filed a Registration Statement on Form S-3 to satisfy all of the abovementioned registration rights.

 

9.  FAIR VALUE OF FINANCIAL INSTRUMENTS

 

The fair value of financial instruments, including cash and cash equivalents, accounts receivable and accounts payable approximates their respective book values at December 31, 2009 and 2008. The Company has fixed interest rate loans with a carrying value of $569.0 million and $548.1 million at December 31, 2009 and 2008, respectively.  The estimated fair values

 

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of these fixed rate loans were $530.7 million and $527.8 million at December 31, 2009 and 2008, respectively. The Company has variable interest rate loans with a carrying value of $200.0 million and $429.4 million at December 31, 2009 and 2008, respectively.  The estimated fair values of the variable interest rate loans were $200.0 million and $423.2 million at December 31, 2009 and 2008, respectively.  These estimates are based on discounted cash flow analyses assuming market interest rates for comparable obligations at December 31, 2009 and 2008.

 

10.  DISCONTINUED OPERATIONS

 

For the years ended December 31, 2009, 2008 and 2007, discontinued operations relates to 20 properties that the Company sold during 2009 (one of which was held-for-sale at December 31, 2008), 23 properties that the Company sold during 2008, and five properties that the Company sold during 2007 (see Note 3).  Each of the sales during 2009, 2008, and 2007 resulted in the recognition of a gain, which in the aggregate totaled $14.1 million, $19.7 million, and $2.5 million, respectively.

 

The following table summarizes the revenue and expense information for the properties classified as discontinued operations for the years ended December 31, 2009, 2008 and 2007 (in thousands):

 

 

 

For the year ended December 31,

 

 

 

2009

 

2008

 

2007

 

 

 

 

 

 

 

 

 

REVENUES

 

 

 

 

 

 

 

Rental income

 

$

7,512

 

$

17,536

 

$

21,206

 

Other property related income

 

558

 

1,259

 

1,557

 

Total revenues

 

8,070

 

18,795

 

22,763

 

OPERATING EXPENSES

 

 

 

 

 

 

 

Property operating expenses

 

2,787

 

6,876

 

9,009

 

Depreciation and amortization

 

2,737

 

5,109

 

5,961

 

Total operating expenses

 

5,524

 

11,985

 

14,970

 

OPERATING INCOME

 

2,546

 

6,810

 

7,793

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

Interest:

 

 

 

 

 

 

 

Interest expense on loans

 

 

 

(189

)

Loan procurement amortization expense

 

 

 

(3

)

Interest income

 

 

 

5

 

Total other expense

 

 

 

(187

)

Income from discontinued operations

 

2,546

 

6,810

 

7,606

 

Net gain on disposition of discontinued operations

 

14,139

 

19,720

 

2,517

 

Income from discontinued operations

 

$

16,685

 

$

26,530

 

$

10,123

 

 

11.  COMMITMENTS AND CONTINGENCIES

 

The Company currently owns one self-storage facility subject to a ground lease and five self-storage facilities having small parcels of land that are subject to ground leases. The Company recorded rent expense of approximately $0.2 million for each of the years ended December 31, 2009, 2008 and 2007, respectively.

 

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Total future minimum rental payments under non-cancelable ground leases and related party office leases in effect as of December 31, 2009 are as follows:

 

 

 

Third Party
Amount

 

Related Party
Amount

 

 

 

(dollars in thousands)

 

2010

 

$

149

 

$

453

 

2011

 

149

 

475

 

2012

 

149

 

475

 

2013

 

149

 

499

 

2014

 

101

 

499

 

 

 

$

697

 

$

2,401

 

 

The Company has been named as a defendant in a number of lawsuits in the ordinary course of business. In most instances, these claims are covered by the Company’s liability insurance coverage. Management believes that the ultimate settlement of the suits will not have a material adverse effect on the Company’s financial statements.

 

12.  RISK MANAGEMENT AND USE OF FINANCIAL INSTRUMENTS

 

The Company’s use of derivative instruments is limited to the utilization of interest rate agreements or other instruments to manage interest rate risk exposures and not for speculative purposes. The principal objective of such arrangements is to minimize the risks and/or costs associated with the Company’s operating and financial structure, as well as to hedge specific transactions. The counterparties to these arrangements are major financial institutions with which the Company and its subsidiaries may also have other financial relationships. The Company is potentially exposed to credit loss in the event of non-performance by these counterparties. However, because of the high credit ratings of the counterparties, the Company does not anticipate that any of the counterparties will fail to meet these obligations as they come due. The Company does not hedge credit or property value market risks.

 

The Company has entered into interest rate swap agreements that qualify and are designated as cash flow hedges designed to reduce the impact of interest rate changes on its variable rate debt.   Therefore, the interest rate swaps are recorded in the consolidated balance sheet at fair value and the related gains or losses are deferred in shareholders’ equity as Accumulated Other Comprehensive Loss.  These deferred gains and losses are amortized into interest expense during the period or periods in which the related interest payments affect earnings.  However, to the extent that the interest rate swaps are not perfectly effective in offsetting the change in value of the interest payments being hedged, the ineffective portion of these contracts is recognized in earnings immediately.  Ineffectiveness was immaterial for all periods presented.

 

The Company formally assesses, both at inception of the hedge and on an on-going basis, whether each derivative is highly-effective in offsetting changes in cash flows of the hedged item. If management determines that a derivative is highly-effective as a hedge, it accounts for the derivative using hedge accounting, pursuant to which gains or losses inherent in the derivative do not impact the Company’s results of operations.  If management determines that a derivative is not highly-effective as a hedge or if a derivative ceases to be a highly-effective hedge, the Company will discontinue hedge accounting prospectively and will reflect in its statement of operations realized and unrealized gains and losses in respect of the derivative.

 

The Company had an interest rate cap agreement that effectively limited the interest rate on $40 million of credit facility borrowings at 5.50% per annum through January 2008.  All of the Company’s derivative financial instruments were expired by November 20, 2009.  The following table is a three year comparison of the Company’s derivative financial instruments at December 31, 2009 and 2008, respectively (dollars in thousands):

 

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Hedge

 

 

 

Notional

 

 

 

 

 

 

 

December 31,

 

Product

 

Hedge Type

 

Amount

 

Strike

 

Effective Date

 

Maturity

 

2009

 

2008

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Swap

 

Cash flow

 

$

50,000

 

4.7725

%

8/24/2007

 

11/20/2009

 

$

 

$

(1,683

)

Swap

 

Cash flow

 

25,000

 

4.7160

%

9/4/2007

 

11/20/2009

 

 

(830

)

Swap

 

Cash flow

 

25,000

 

2.3400

%

3/28/2008

 

11/20/2009

 

 

(326

)

Swap

 

Cash flow

 

200,000

 

2.7625

%

5/28/2008

 

11/20/2009

 

 

(3,314

)

 

 

 

 

 

 

 

 

 

 

 

 

$

 

$

(6,153

)

 

13.  FAIR VALUE MEASUREMENTS

 

As stated in Note 2 “Summary of Significant Accounting Policies” on January 1, 2008, the Company adopted the methods of fair value as described in authoritative guidance issued by the FASB, to value its financial assets and liabilities. As defined in the guidance, fair value is based on the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, the guidance establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below:

 

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

 

Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.

 

Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

 

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considering counterparty credit risk in its assessment of fair value.

 

There were no financial assets and liabilities carried at fair value as of December 31, 2009.  Financial assets and liabilities carried at fair value as of December 31, 2008 are classified in the table below in one of the three categories described above (dollars in thousands):

 

 

 

Level 1

 

Level 2

 

Level 3

 

 

 

 

 

 

 

 

 

Interest Rate Swap Derivative Liabilities

 

$

 

$

6,153

 

$

 

Total liabilities at fair value

 

$

 

$

6,153

 

$

 

 

Financial assets and liabilities carried at fair value were classified as Level 2 inputs.  For financial liabilities that utilize Level 2 inputs, the Company utilizes both direct and indirect observable price quotes, including LIBOR yield curves, bank price quotes for forward starting swaps, NYMEX futures pricing and common stock price quotes. Below is a summary of valuation techniques for Level 2 financial liabilities:

 

·                  Interest rate swap derivative assets and liabilities — valued using LIBOR yield curves at the reporting date. Counterparties to these contracts are most often highly rated financial institutions none of which experienced any significant downgrades in 2009 that would reduce the amount owed by the Company.

 

14.  SHARE-BASED COMPENSATION PLANS

 

On May 9, 2007, the Company’s shareholders approved an equity-based employee compensation plan, the 2007 Equity Incentive Plan (the “2007 Plan”). On October 19, 2004, the Company’s sole shareholder approved a share-based employee compensation plan, the 2004 Equity Incentive Plan (the “2004 Plan” and collectively with the 2007 Plan, the “Plans”). The purpose of the Plans are to attract and retain highly qualified executive officers, Trustees and key employees and other

 

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persons and to motivate such officers, trustees, key employees and other persons to serve the Company and its affiliates to expend maximum effort to improve the business results and earnings of the Company, by providing to such persons an opportunity to acquire or increase a direct proprietary interest in the operations and future success of the Company. To this end, the Plans provide for the grant of share options, share appreciation rights, restricted shares, share units, unrestricted shares, dividend equivalent rights and cash awards. Any of these awards may, but need not, be made as performance incentives to reward attainment of annual or long-term performance goals. Share options granted under the Plans may be non-qualified share options or incentive share options.

 

The Plans are administered by the Compensation Committee of the Company’s Board of Trustees (the “Compensation Committee”), which is appointed by the Board of Trustees. The Compensation Committee interprets the Plans and determines the terms and provisions of option grants and share awards. A total of 3,900,000 and 3,000,000 common shares are reserved for issuance under the 2007 Plan and 2004 Plan, respectively. The maximum number of common shares underlying equity awards that may be granted to an individual participant under the 2004 Plan during any calendar year is 400,000 for options or share appreciation rights and 100,000 for restricted shares or restricted share units, and 500,000 for options or share appreciation rights and 100,000 for restricted shares or restricted share units under the 2007 Plan. The maximum number of common shares that can be awarded under the Plan to any person, other than pursuant to an option, share appreciation rights or time-vested restricted shares, is 250,000 per calendar year under the 2004 Plan.  In addition, under the 2007 Plan, the maximum number of performance awards that may be granted to an executive officer is 100,000 and the maximum value of performance shares that can be settled in cash and that can be granted in any year is $1.5 million. To the extent that options expire unexercised or are terminated, surrendered or canceled, the options and share awards become available for future grants under the Plans, unless the Plans have been terminated.  Under the Plans, the Compensation Committee determines the vesting schedule of each share award and option. The exercise price for options is equivalent to the fair market value of the underlying common shares at the grant date. The Compensation Committee also determines the term of each option, which shall not exceed 10 years from the grant date.

 

Share Options

 

The fair values for options granted in 2009, 2008, and 2007 were estimated at the time the options were granted using the Black-Scholes option-pricing model applying the following weighted average assumptions:

 

Assumptions:

 

2009

 

2008

 

2007

 

Risk-free interest rate

 

2.6

%

3.4

%

4.7

%

Expected dividend yield

 

5.5

%

6.9

%

5.9

%

Volatility (a)

 

46.49

%

27.3

%

21.2

%

Weighted average expected life of the options (b)

 

9.8 years

 

9.0 years

 

9.4 years

 

Weighted average fair value of options granted per share

 

$

1.02

 

$

1.09

 

$

2.40

 

 


(a)  Expected volatility is based upon the level of volatility historically experienced.

(b)  Expected life is based upon our expectations of stock option recipients’ expected exercise and termination patterns.

 

The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options. In addition, option-pricing models require the input of highly subjective assumptions, including the expected stock price volatility. Volatility for the 2007, 2008, and 2009 grants was based on the trading history of the Company’s shares.

 

In 2009, 2008, and 2007, the Company recognized compensation expense related to options issued to employees and executives of approximately $1.8 million, $1.4 million and $0.9 million, respectively, which was recorded in General and administrative expense. As of December 31, 2009, the Company had approximately $2.4 million of unrecognized compensation cost that will be recorded over the next five years.

 

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Table of Contents

 

The table below summarizes the option activity under the Plan for the years ended December 31, 2009, 2008 and 2007:

 

 

 

 

 

 

 

Weighted Average

 

 

 

Number of Shares

 

Weighted Average

 

Remaining

 

 

 

Under Option

 

Exercise Price

 

Contractual Term

 

Balance at December 31, 2006

 

1,278,500

 

$

17.62

 

8.92

 

Options granted

 

960,271

 

19.82

 

9.24

 

Options canceled

 

(322,000

)

16.21

 

 

Options exercised

 

 

 

 

Balance at December 31, 2007

 

1,916,771

 

$

18.95

 

8.74

 

Options granted

 

2,400,990

 

9.43

 

9.09

 

Options canceled

 

(1,006,662

)

13.08

 

 

Options exercised

 

 

 

 

Balance at December 31, 2008

 

3,311,099

 

$

13.84

 

8.42

 

Options granted

 

1,456,881

 

3.75

 

9.09

 

Options canceled

 

(221,676

)

11.73

 

 

Options exercised

 

 

 

 

Balance at December 31, 2009

 

4,546,304

 

$

10.71

 

7.95

 

 

 

 

 

 

 

 

 

Vested or expected to vest at December 31, 2009

 

4,546,304

 

10.71

 

7.95

 

Exercisable at December 31, 2009

 

1,422,263

 

15.55

 

7.16

 

 

At December 31, 2009, the aggregate intrinsic value of options outstanding, of options that vested or expected to vest and of options that were exercisable was $8,100.

 

Restricted Shares

 

The Company applies the fair value method of accounting for contingently issued shares.  As such, each grant is recognized ratably over the related vesting period.  Approximately 402,000 restricted shares were issued during 2009 for which the fair value of the restricted shares at their respective grant dates was approximately $1.5 million, which vest over three years.  During 2008, approximately 259,000 restricted shares were issued for which the fair value of the restricted shares at their respective grant dates was approximately $1.8 million.  As of December 31, 2009 the Company had approximately $1.4 million of remaining unrecognized compensation costs that will be recognized over the next two years.

 

The fair value for restricted shares granted in 2008 was estimated at the time the units were granted. Awards that contain a market feature were valued using a Monte Carlo-pricing model applying the following weighted average assumptions:

 

Asssumptions:

 

2008

 

Risk-free interest rate

 

2.1

%

Volatility of total annual return

 

28.5

%

Weighted average expected life of the units

 

3 years

 

Weighted average fair value of units granted

 

$

4.14

 

 

The Monte Carlo pricing model was not used to value the 2009 restricted shares granted as no market conditions were present in these awards, as the fair value of the restricted share grants were equal to the stock price on the date of grant.

 

In May 2005, the Company implemented the Deferred Trustees Plan, a component of the Plan, upon the approval of the Company’s Board of Trustees. Pursuant to the terms of the Deferred Trustees Plan, each non-employee member of the Board of Trustees may elect to receive all of his annual cash retainers and meeting fees payable for service on the Board of Trustees or any committee of the Board of Trustees in the form of either all common shares or all deferred share units.

 

Pursuant to the terms of the Deferred Trustees Plan, under the equity incentive plan, certain Trustees elected to receive their Board of Trustee fees in 2005 and 2006 in the form of deferred share units. On December 31, 2006 an aggregate of

 

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Table of Contents

 

8,564 deferred share units were granted to those Trustees and were valued at $20.55 per share and on December 31, 2005 and aggregate of 3,876 deferred share units were granted and were valued at $21.05 per share.  There was no similar activity in 2007, 2008 or 2009.

 

In 2009, 2008 and 2007, the Company recognized compensation expense related to restricted shares and restricted share units issued to employees and Trustees of approximately $1.6 million, $1.4 million and $1.1 million, respectively; these amounts were recorded in General and administrative expense. The following table presents non-vested restricted share activity during 2009:

 

 

 

Number of Non-

 

 

 

Vested Restricted

 

 

 

Shares

 

Non-Vested at January 1, 2009

 

292,673

 

Granted

 

401,798

 

Vested

 

(92,748

)

Forfeited

 

(29,403

)

Non-Vested at December 31, 2009

 

572,320

 

 

15.  EARNINGS PER SHARE AND SHAREHOLDERS’ EQUITY

 

The following is a summary of the elements used in calculating basic and diluted earnings per share:

 

 

 

For the year ended December 31,

 

 

 

2009

 

2008

 

2007

 

 

 

(Dollars and shares in thousands, except per share amounts)

 

Loss from continuing operations

 

$

(17,017

)

$

(23,428

)

$

(24,370

)

Noncontrolling interests in the Operating Partnership

 

928

 

1,839

 

(14,417

)

Noncontrolling interest in subsidiaries

 

(665

)

 

 

Loss from continuing operations attributable to the Company’s common shareholders

 

$

(16,754

)

$

(21,589

)

$

(38,787

)

 

 

 

 

 

 

 

 

Total discontinued operations

 

16,685

 

26,530

 

10,123

 

Noncontrolling interests in the Operating Partnership

 

(868

)

(2,149

)

15,587

 

Total discontinued operations attributable to the Company’s common shareholders

 

$

15,817

 

$

24,381

 

$

25,710

 

Net income (loss) attributable to the Company

 

$

(937

)

$

2,792

 

$

(13,077

)

 

 

 

 

 

 

 

 

Weighted-average shares outstanding

 

70,988

 

57,621

 

57,497

 

Share options and restricted share units (1)

 

 

 

 

Weighted-average diluted shares outstanding (2)

 

70,988

 

57,621

 

57,497

 

 

 

 

 

 

 

 

 

Income (loss) per Common Share:

 

 

 

 

 

 

 

Continuing operations

 

$

(0.24

)

$

(0.37

)

$

(0.67

)

Discontinued operations

 

0.23

 

0.42

 

0.45

 

Basic and diluted earnings (loss) per share

 

$

(0.01

)

$

0.05

 

$

(0.22

)

 


(1) For the years ended December 31, 2009, 2008 and 2007, the potentially dilutive shares of approximately 547,000, 94,000, and 22,000 respectively, were not included in the earnings per share calculation as their effect is antidilutive.

 

(2) For the years ended December 31, 2009, 2008 and 2007, the Company declared cash dividends per share of $0.10, $0.565 and $1.05, respectively

 

The operating partnership units and common shares have essentially the same economic characteristics as they share equally in the total net income or loss and distributions of the operating partnership. An operating partnership unit may be redeemed for cash, or at the Company’s option, common shares on a one-for-one basis. Outstanding noncontrolling interest units in the operating partnership were 4,809,636, 5,079,928 and 5,079,928 as of December 31, 2009, 2008 and 2007, respectively.  There were 92,654,979 common shares outstanding as of December 31, 2009.

 

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Table of Contents

 

Issuance of Common Shares

 

On August 19, 2009, the Company completed a public offering of 32.2 million common shares of beneficial interest.  The net proceeds from the offering of $161.9 million through December 31, 2009 were used to repay existing indebtedness, including under the Company’s prior unsecured credit facility, and for general corporate purposes..

 

In addition to the August 19, 2009 public offering, the Company sold 2.5 million common shares of beneficial interest through its at-the-market equity plan during the first half of 2009, generating net proceeds of $9.7 million that were used for general corporate purposes.

 

16.  INCOME TAXES

 

Deferred income taxes are established for temporary differences between financial reporting basis and tax basis of assets and liabilities at the enacted tax rates expected to be in effect when the temporary differences reverse. A valuation allowance for deferred tax assets is provided if the Company believes that it is more likely than not that all or some portion of the deferred tax asset will not be realized. No valuation allowance was recorded at December 31, 2009 or 2008. The Company had net deferred tax assets of $0.5 million and $0.5 million, which are included in other assets, as of December 31, 2009 and 2008, respectively.  The Company believes it is more likely than not the deferred tax assets will be realized. The deferred tax asset primarily relates to past years’ tax net operating losses. These loss carryforwards will expire in 2026 through 2028 if not utilized by then.

 

 

 

For the year ended December 31,

 

 

 

2009

 

2008

 

2007

 

 

 

(dollars in thousands)

 

Income tax provision

 

 

 

 

 

 

 

Current:

 

 

 

 

 

 

 

U.S. Federal

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

Deferred:

 

 

 

 

 

 

 

U.S. Federal

 

 

 

$

(124

)

Income tax provision

 

$

 

$

 

$

(124

)

 

 

 

 

 

 

 

 

Effective income tax rate

 

 

 

 

 

 

 

Statutory federal income tax rate

 

34

%

34

%

34

%

State and local income taxes

 

4

%

4

%

4

%

Effective income tax rate

 

38

%

38

%

38

%

 

 

 

As of December 31,

 

 

 

2009

 

2008

 

2007

 

 

 

(dollars in thousands)

 

 

 

Assets

 

Liabilities

 

Assets

 

Liabilities

 

Assets

 

Liabilities

 

Deferred taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

Share based compensation

 

$

2,177

 

$

1,933

 

$

1,325

 

$

1,185

 

$

694

 

$

626

 

Other

 

258

 

 

324

 

 

430

 

 

Deferred taxes

 

$

2,435

 

$

1,933

 

$

1,649

 

$

1,185

 

$

1,124

 

$

626

 

 

17.  PRO FORMA FINANCIAL INFORMATION (UNAUDITED)

 

During 2007, the Company acquired 17 self-storage facilities for an aggregate purchase price of approximately $140.5 million and sold five properties for an aggregate purchase price of approximately $19.2 million.  During 2008, the Company acquired one self-storage facility for an aggregate purchase price of approximately $13.3 million and sold 23 properties for an aggregate purchase price of approximately $62.0 million.  There were no acquisitions during 2009.

 

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Table of Contents

 

The unaudited condensed consolidated pro forma financial information set forth below reflects adjustments to the Company’s historical financial data to give effect to each of the acquisitions and related financing activity (including the issuance of common shares) that occurred subsequent to January 1, 2007 as if each had occurred on January 1, of each respective year.  The unaudited pro forma information presented below does not purport to represent what the Company’s actual results of operations would have been for the periods indicated, nor does it purport to represent the Company’s future results of operations.

 

The following table summarizes, on a pro forma basis, our consolidated results of operations for the years ended December 31, 2008 and 2007 based on the assumptions described above:

 

 

 

2008

 

2007

 

 

 

(unaudited)

 

 

 

(in thousands, except per share data)

 

 

 

 

 

 

 

Pro forma revenue

 

$

224,204

 

$

215,722

 

Pro forma loss from continuing operations

 

(21,587

)

(33,633

)

Loss per common share from continuing operations

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted — as reported

 

$

(0.37

)

$

(0.67

)

Basic and diluted — as pro forma

 

(0.37

)

(0.58

)

 

18.  ASSET IMPAIRMENT AND INSURANCE RECOVERIES

 

During 2009, the Company recorded $0.1 million of impairment charges related to property damage associated with extraordinary events including fires.  During 2008, the Company recorded $0.5 million of impairment charges related to property damage associated with Hurricane Ike and other extraordinary events including fires.  During 2007 the Company recorded $0.4 million of impairment charges related to property damage incurred at six properties as a result of either a fire or flood.

 

19.  SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

 

The following is a summary of quarterly financial information for the years ended December 31, 2009 and 2008 (in thousands, except per share data):

 

 

 

Three months ended

 

 

 

March 31,

 

June 30,

 

September 30,

 

December 31,

 

 

 

2009

 

2009

 

2009

 

2009

 

Total revenues

 

$

54,933

 

$

54,287

 

$

54,727

 

$

53,342

 

Total operating expenses

 

46,914

 

48,304

 

46,517

 

45,611

 

Net income (loss) attributable to the Company

 

(2,109

)

(2,844

)

6,818

 

(2,802

)

Basic and diluted earnings (loss) per share

 

(0.03

)

(0.05

)

0.09

 

(0.03

)

 

 

 

Three months ended

 

 

 

March 31,

 

June 30,

 

September 30,

 

December 31,

 

 

 

2008

 

2008

 

2008

 

2008

 

 

 

 

 

 

 

 

 

 

 

Total revenues

 

$

54,820

 

$

55,548

 

$

57,166

 

$

56,605

 

Total operating expenses

 

47,506

 

49,223

 

48,935

 

48,207

 

Net income (loss) attributable to the Company

 

(3,984

)

263

 

4,020

 

2,493

 

Basic and diluted earnings (loss) per share

 

(0.07

)

0.01

 

0.07

 

0.04

 

 

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Table of Contents

 

The summation of quarterly earnings per share amounts do not necessarily equal the full year amounts.  The above information was updated to reclassify amounts to discontinued operations.  See note 10.

 

20.  LEASE ABANDONMENT CHARGE

 

In August 2007, the Company abandoned certain office space in Cleveland, OH that was previously used for its corporate offices.  The related leases have expiration dates ranging from December 31, 2009 through December 31, 2014. Upon vacating the space, the Company entered into a sub-lease agreement with a sub-tenant to lease the majority of the space for the duration of the term.

 

As a result of this exit activity, the Company recognized a “Lease abandonment charge” of $1.3 million during 2007.  The charge is comprised of approximately $0.8 million of costs that represent the present value of the net cash flows associated with leases and the sub-lease agreement (“Contract Termination Costs”) and approximately $0.5 million of costs associated with the write-off of certain assets related to the abandoned space (“Other Associated Costs”).  The Contract Termination Costs of $0.8 million are presented as “Accounts payable and accrued rent” and the Other Associated Costs of $0.5 million were accounted for as a reduction of “Storage facilities.”  The Company will amortize the Contract Termination Costs against rental expense over the remaining life of the respective leases.

 

21. COMPREHENSIVE INCOME (LOSS)

 

 

 

Year Ended December 31,

 

 

 

2009

 

2008

 

2007

 

 

 

(in thousands)

 

NET INCOME (LOSS)

 

$

(332

)

$

3,102

 

$

(14,247

)

Other comprehensive income (loss):

 

 

 

 

 

 

 

Unrealized gain (loss) on derivative financial instruments

 

6,153

 

(4,608

)

(1,545

)

Unrealized gain (loss) on foreign currency translation

 

553

 

(1,281

)

(119

)

COMPREHENSIVE INCOME (LOSS)

 

$

6,374

 

$

(2,787

)

$

(15,911

)

 

22.  SUBSEQUENT EVENT

 

On February 11, 2010, the Company repaid the YSI 1 mortgage loan of approximately $83.3 million with available cash.

 

F-36



Table of Contents

 

U-STORE-IT

SCHEDULE III

REAL ESTATE AND RELATED DEPRECIATION

DECEMBER 31, 2009

(in thousands)

 

 

 

 

 

 

 

Initial Cost

 

 

 

Gross Carrying Amount
at December 31, 2009

 

 

 

 

 

Description

 

Square Footage

 

Encumbrances

 

Land

 

Building
and
Improvements

 

Costs
Subsequent to
Acquisition

 

Land

 

Building and
Improvements

 

Total

 

Accumulated
Depreciation (L)

 

Year Acquired /
Developed

 

Mobile, AL

 

128,951

 

(A)

 

226

 

2,524

 

987

 

301

 

3,436

 

3,737

 

1,155

 

1997

 

Chandler, AZ

 

47,520

 

 

 

327

 

1,257

 

272

 

327

 

1,529

 

1,856

 

387

 

2005

 

Glendale, AZ

 

56,850

 

(T)

 

201

 

2,265

 

926

 

418

 

2,974

 

3,392

 

915

 

1998

 

Green Valley, AZ

 

25,050

 

(B)

 

298

 

1,153

 

162

 

298

 

1,314

 

1,612

 

326

 

2005

 

Mesa I, AZ

 

52,375

 

 

 

920

 

2,739

 

154

 

921

 

2,892

 

3,813

 

678

 

2006

 

Mesa II, AZ

 

45,145

 

 

 

731

 

2,176

 

198

 

731

 

2,374

 

3,105

 

564

 

2006

 

Mesa III, AZ

 

58,264

 

 

 

706

 

2,101

 

177

 

706

 

2,278

 

2,984

 

544

 

2006

 

Phoenix I, AZ

 

100,762

 

 

 

1,134

 

3,376

 

286

 

1,135

 

3,661

 

4,796

 

866

 

2006

 

Phoenix II, AZ

 

45,270

 

(T)

 

756

 

2,251

 

240

 

756

 

2,492

 

3,248

 

575

 

2006

 

Scottsdale, AZ

 

80,925

 

(T)

 

443

 

4,879

 

1,635

 

883

 

6,074

 

6,957

 

1,850

 

1998

 

Tempe, AZ

 

53,890

 

(A)

 

749

 

2,159

 

197

 

749

 

2,356

 

3,106

 

542

 

2005

 

Tucson I, AZ

 

59,350

 

(T)

 

188

 

2,078

 

901

 

384

 

2,784

 

3,167

 

836

 

1998

 

Tucson II, AZ

 

43,950

 

2,994

 

188

 

2,078

 

880

 

391

 

2,755

 

3,146

 

822

 

1998

 

Tucson III, AZ

 

49,822

 

(C)

 

532

 

2,048

 

123

 

533

 

2,171

 

2,703

 

542

 

2005

 

Tucson IV, AZ

 

48,040

 

(C)

 

674

 

2,595

 

171

 

675

 

2,765

 

3,440

 

686

 

2005

 

Tucson V, AZ

 

45,234

 

(C)

 

515

 

1,980

 

196

 

515

 

2,176

 

2,691

 

540

 

2005

 

Tucson VI, AZ

 

40,841

 

(C)

 

440

 

1,692

 

166

 

440

 

1,857

 

2,297

 

471

 

2005

 

Tucson VII, AZ

 

52,688

 

(C)

 

670

 

2,576

 

219

 

670

 

2,795

 

3,465

 

689

 

2005

 

Tucson VIII, AZ

 

46,650

 

(C)

 

589

 

2,265

 

115

 

589

 

2,380

 

2,969

 

588

 

2005

 

Tucson IX, AZ

 

67,656

 

(C)

 

724

 

2,786

 

247

 

725

 

3,033

 

3,757

 

744

 

2005

 

Tucson X, AZ

 

46,350

 

(C)

 

424

 

1,633

 

192

 

425

 

1,824

 

2,249

 

448

 

2005

 

Tucson XI, AZ

 

42,700

 

(C)

 

439

 

1,689

 

303

 

439

 

1,991

 

2,431

 

466

 

2005

 

Tucson XII, AZ

 

42,325

 

(C)

 

671

 

2,582

 

185

 

672

 

2,767

 

3,439

 

675

 

2005

 

Tucson XIII, AZ

 

45,792

 

(C)

 

587

 

2,258

 

158

 

587

 

2,416

 

3,003

 

594

 

2005

 

Tucson XIV, AZ

 

49,170

 

(T)

 

707

 

2,721

 

209

 

708

 

2,930

 

3,637

 

716

 

2005

 

Apple Valley I, CA

 

73,250

 

(D)

 

140

 

1,570

 

1,544

 

476

 

2,778

 

3,254

 

825

 

1997

 

Apple Valley II, CA

 

61,555

 

(E)

 

160

 

1,787

 

1,158

 

431

 

2,675

 

3,105

 

828

 

1997

 

Benicia, CA

 

74,770

 

(T)

 

2,392

 

7,028

 

164

 

2,392

 

7,192

 

9,585

 

1,684

 

2005

 

Bloomington I, CA

 

28,425

 

 

 

42

 

463

 

504

 

100

 

910

 

1,009

 

267

 

1997

 

Bloomington II, CA

 

25,860

 

 

 

54

 

604

 

466

 

144

 

980

 

1,124

 

293

 

1997

 

Cathedral City, CA

 

109,745

 

(T)

 

2,194

 

10,046

 

203

 

2,195

 

10,248

 

12,443

 

3,105

 

2006

 

Citrus Heights, CA

 

75,620

 

(C)

 

1,633

 

4,793

 

191

 

1,634

 

4,983

 

6,617

 

1,257

 

2005

 

Diamond Bar, CA

 

103,034

 

(T)

 

2,522

 

7,404

 

236

 

2,524

 

7,638

 

10,162

 

1,925

 

2005

 

Escondido, CA

 

142,970

 

(S)

 

3,040

 

11,804

 

(755

)

3,040

 

11,049

 

14,089

 

1,397

 

2007

 

Fallbrook, CA

 

46,370

 

(F)

 

133

 

1,492

 

1,470

 

432

 

2,663

 

3,095

 

777

 

1997

 

Hemet, CA

 

66,040

 

(D)

 

125

 

1,396

 

1,309

 

417

 

2,413

 

2,830

 

717

 

1997

 

Highland I, CA

 

76,765

 

(D)

 

215

 

2,407

 

1,966

 

582

 

4,006

 

4,588

 

1,234

 

1997

 

Highland II, CA

 

62,257

 

(T)

 

1,277

 

5,847

 

248

 

1,277

 

6,095

 

7,372

 

1,279

 

2006

 

Lancaster, CA

 

60,665

 

(E)

 

390

 

2,247

 

684

 

556

 

2,765

 

3,321

 

659

 

2001

 

Long Beach, CA

 

124,363

 

(T)

 

3,138

 

14,368

 

341

 

3,138

 

14,709

 

17,847

 

3,091

 

2006

 

Murrieta, CA

 

49,790

 

(S)

 

1,883

 

5,532

 

188

 

1,903

 

5,700

 

7,603

 

1,344

 

2005

 

North Highlands, CA

 

57,244

 

(C)

 

868

 

2,546

 

270

 

868

 

2,816

 

3,684

 

698

 

2005

 

Orangevale, CA

 

51,142

 

(C)

 

1,423

 

4,175

 

237

 

1,423

 

4,412

 

5,835

 

1,093

 

2005

 

Palm Springs I, CA

 

72,675

 

(T)

 

1,565

 

7,164

 

127

 

1,566

 

7,291

 

8,856

 

1,544

 

2006

 

Palm Springs II, CA

 

122,370

 

(T)

 

2,131

 

9,758

 

354

 

2,132

 

10,110

 

12,243

 

2,127

 

2006

 

Pleasanton, CA

 

85,195

 

 

 

2,799

 

8,222

 

61

 

2,799

 

8,283

 

11,082

 

1,940

 

2005

 

Rancho Cordova, CA

 

53,928

 

(C)

 

1,094

 

3,212

 

230

 

1,095

 

3,442

 

4,537

 

866

 

2005

 

Redlands, CA

 

62,805

 

(F)

 

196

 

2,192

 

1,110

 

449

 

3,049

 

3,498

 

1,023

 

1997

 

Rialto I, CA

 

57,371

 

(S)

 

899

 

4,118

 

165

 

899

 

4,283

 

5,183

 

902

 

2006

 

Rialto II, CA

 

99,783

 

 

 

277

 

3,098

 

1,705

 

672

 

4,408

 

5,080

 

1,407

 

1997

 

Riverside I, CA

 

28,310

 

(T)

 

42

 

465

 

620

 

141

 

986

 

1,127

 

281

 

1997

 

Riverside II, CA

 

20,420

 

(T)

 

42

 

423

 

355

 

114

 

706

 

820

 

222

 

1997

 

Riverside III, CA

 

46,809

 

(T)

 

91

 

1,035

 

1,043

 

310

 

1,859

 

2,169

 

511

 

1998

 

Riverside IV, CA

 

67,220

 

(S)

 

1,351

 

6,183

 

223

 

1,351

 

6,406

 

7,756

 

1,345

 

2006

 

Riverside V, CA

 

85,346

 

(T)

 

1,170

 

5,359

 

294

 

1,170

 

5,653

 

6,824

 

1,193

 

2006

 

Riverside VI, CA

 

74,900

 

(T)

 

1,040

 

4,119

 

(168

)

1,040

 

3,951

 

4,991

 

500

 

2007

 

Roseville, CA

 

60,094

 

(C)

 

1,284

 

3,767

 

299

 

1,284

 

4,065

 

5,349

 

1,006

 

2005

 

Sacramento I, CA

 

51,114

 

(C)

 

1,152

 

3,380

 

226

 

1,152

 

3,605

 

4,758

 

906

 

2005

 

Sacramento II, CA

 

62,130

 

(C)

 

1,406

 

4,128

 

141

 

1,407

 

4,268

 

5,675

 

1,075

 

2005

 

San Bernardino I, CA

 

83,253

 

(F)

 

152

 

1,704

 

1,422

 

450

 

2,827

 

3,278

 

867

 

1997

 

San Bernardino II, CA

 

31,070

 

(A)

 

51

 

572

 

1,051

 

182

 

1,492

 

1,674

 

396

 

1997

 

San Bernardino III, CA

 

57,215

 

(F)

 

152

 

1,695

 

1,630

 

444

 

3,033

 

3,477

 

1,049

 

1997

 

San Bernardino IV, CA

 

41,546

 

(A)

 

112

 

1,251

 

992

 

306

 

2,050

 

2,355

 

619

 

1997

 

San Bernardino V, CA

 

35,671

 

(A)

 

98

 

1,093

 

773

 

242

 

1,722

 

1,964

 

531

 

1997

 

San Bernardino VI, CA

 

83,507

 

(E)

 

1,872

 

5,391

 

51

 

1,872

 

5,442

 

7,314

 

1,400

 

2005

 

San Bernardino VII, CA

 

56,795

 

(S)

 

783

 

3,583

 

319

 

783

 

3,902

 

4,685

 

818

 

2006

 

San Bernardino VIII, CA

 

103,860

 

(S)

 

1,205

 

5,518

 

243

 

1,205

 

5,761

 

6,966

 

1,663

 

2006

 

 

F-37



Table of Contents

 

 

 

 

 

 

 

Initial Cost

 

 

 

Gross Carrying Amount

at December 31, 2009

 

 

 

 

 

Description

 

Square
Footage

 

Encumbrances

 

Land

 

Building
and
Improvements

 

Costs
Subsequent to
Acquisition

 

Land

 

Building and
Improvements

 

Total

 

Accumulated
Depreciation (L)

 

Year Acquired /
Developed

 

San Bernardino IX, CA

 

78,839

 

(S)

 

1,475

 

6,753

 

291

 

1,476

 

7,043

 

8,518

 

1,482

 

2005

 

San Bernardino X, CA

 

95,154

 

(T)

 

1,691

 

7,741

 

283

 

1,692

 

8,023

 

9,714

 

2,506

 

2005

 

San Marcos, CA

 

37,430

 

(G)

 

775

 

2,288

 

109

 

776

 

2,395

 

3,171

 

598

 

2005

 

Santa Ana, CA

 

64,571

 

(T)

 

1,223

 

5,600

 

222

 

1,223

 

5,822

 

7,045

 

1,219

 

2005

 

South Sacramento, CA

 

51,740

 

(C)

 

790

 

2,319

 

234

 

791

 

2,552

 

3,343

 

634

 

2005

 

Spring Valley, CA

 

55,045

 

(S)

 

1,178

 

5,394

 

344

 

1,178

 

5,738

 

6,917

 

1,194

 

2005

 

Sun City, CA

 

38,335

 

(T)

 

140

 

1,579

 

892

 

324

 

2,287

 

2,611

 

692

 

1998

 

Temecula I, CA

 

81,700

 

 

 

660

 

4,735

 

811

 

899

 

5,309

 

6,206

 

1,317

 

1998

 

Temecula II, CA

 

84,345

 

(S)

 

3,080

 

5,839

 

-3

 

3,080

 

5,835

 

8,915

 

739

 

2007

 

Thousand Palms, CA

 

75,445

 

(T)

 

1,493

 

6,835

 

350

 

1,493

 

7,185

 

8,678

 

1,532

 

2005

 

Vista I, CA

 

74,605

 

(D)

 

711

 

4,076

 

1,595

 

1,118

 

5,264

 

6,382

 

1,148

 

2001

 

Vista II, CA

 

147,421

 

(T)

 

4,629

 

13,599

 

131

 

4,629

 

13,730

 

18,359

 

3,205

 

2005

 

Walnut, CA

 

50,708

 

(T)

 

1,578

 

4,635

 

181

 

1,595

 

4,799

 

6,394

 

1,131

 

2005

 

West Sacramento, CA

 

39,715

 

(O)

 

1,222

 

3,590

 

114

 

1,222

 

3,704

 

4,926

 

863

 

2005

 

Westminster, CA

 

68,148

 

(G)

 

1,740

 

5,142

 

229

 

1,743

 

5,368

 

7,111

 

1,354

 

2005

 

Yucaipa, CA

 

77,560

 

(F)

 

198

 

2,221

 

1,588

 

525

 

3,482

 

4,007

 

1,099

 

1997

 

Aurora, CO

 

75,627

 

(C)

 

1,343

 

2,986

 

239

 

1,343

 

3,224

 

4,567

 

833

 

2005

 

Colorado Springs I, CO

 

47,975

 

(T)

 

771

 

1,717

 

272

 

771

 

1,989

 

2,760

 

485

 

2005

 

Colorado Springs II, CO

 

62,400

 

1,920

 

657

 

2,674

 

185

 

656

 

2,860

 

3,516

 

587

 

2005

 

Denver II, CO

 

59,200

 

(T)

 

673

 

2,741

 

164

 

674

 

2,904

 

3,578

 

673

 

2005

 

Federal Heights, CO

 

54,770

 

(C)

 

878

 

1,953

 

172

 

879

 

2,125

 

3,003

 

545

 

2005

 

Golden, CO

 

85,830

 

(C)

 

1,683

 

3,744

 

239

 

1,684

 

3,983

 

5,666

 

1,025

 

2005

 

Littleton I , CO

 

53,490

 

(C)

 

1,268

 

2,820

 

151

 

1,268

 

2,970

 

4,239

 

761

 

2005

 

Northglenn, CO

 

52,102

 

(C)

 

862

 

1,917

 

137

 

862

 

2,053

 

2,916

 

538

 

2005

 

Bloomfield, CT

 

48,700

 

(T)

 

78

 

880

 

2,176

 

360

 

2,774

 

3,134

 

822

 

1997

 

Branford, CT

 

50,679

 

 

 

217

 

2,433

 

1,198

 

504

 

3,343

 

3,848

 

1,225

 

1995

 

Bristol, CT

 

48,050

 

(E)

 

1,819

 

3,161

 

87

 

1,819

 

3,248

 

5,067

 

915

 

2005

 

East Windsor, CT

 

45,900

 

(A)

 

744

 

1,294

 

327

 

744

 

1,621

 

2,366

 

437

 

2005

 

Enfield, CT

 

52,875

 

(D)

 

424

 

2,424

 

-150

 

473

 

2,225

 

2,698

 

551

 

2001

 

Gales Ferry, CT

 

54,130

 

(T)

 

240

 

2,697

 

1,028

 

489

 

3,477

 

3,965

 

1,101

 

1995

 

Manchester I, CT (6)

 

47,125

 

(D)

 

540

 

3,096

 

-317

 

563

 

2,756

 

3,319

 

640

 

2002

 

Manchester II, CT

 

52,725

 

(E)

 

996

 

1,730

 

137

 

996

 

1,867

 

2,863

 

515

 

2005

 

Milford, CT

 

44,885

 

(T)

 

87

 

1,050

 

1,059

 

274

 

1,922

 

2,196

 

664

 

1994

 

Monroe, CT

 

58,500

 

(E)

 

2,004

 

3,483

 

548

 

2,004

 

4,031

 

6,035

 

1,113

 

2005

 

Mystic, CT

 

50,725

 

(T)

 

136

 

1,645

 

1,733

 

410

 

3,104

 

3,514

 

1,074

 

1994

 

Newington I, CT

 

42,520

 

(E)

 

1,059

 

1,840

 

80

 

1,059

 

1,920

 

2,978

 

541

 

2005

 

Newington II, CT

 

36,140

 

(E)

 

911

 

1,584

 

155

 

911

 

1,739

 

2,650

 

479

 

2005

 

Old Saybrook I, CT

 

87,625

 

(E)

 

3,092

 

5,374

 

304

 

3,092

 

5,678

 

8,770

 

1,588

 

2005

 

Old Saybrook II, CT

 

26,425

 

(E)

 

1,135

 

1,973

 

205

 

1,135

 

2,178

 

3,313

 

597

 

2005

 

South Windsor, CT

 

72,125

 

 

 

90

 

1,127

 

1,121

 

272

 

2,065

 

2,338

 

678

 

1994

 

Stamford, CT

 

28,957

 

(E)

 

1,941

 

3,374

 

76

 

1,941

 

3,450

 

5,391

 

980

 

2005

 

Washington, DC

 

62,695

 

(O)

 

871

 

12,759

 

102

 

894

 

11,987

 

12,881

 

1,247

 

2008

 

Boca Raton, FL

 

37,958

 

(F)

 

529

 

3,054

 

895

 

813

 

3,665

 

4,478

 

838

 

2001

 

Boynton Beach I, FL

 

61,977

 

(E)

 

667

 

3,796

 

906

 

958

 

4,411

 

5,369

 

1,029

 

2001

 

Boynton Beach II, FL

 

61,777

 

(A)

 

1,030

 

2,968

 

218

 

1,030

 

3,186

 

4,217

 

785

 

2005

 

Bradenton I, FL

 

68,391

 

(T)

 

1,180

 

3,324

 

146

 

1,180

 

3,470

 

4,650

 

914

 

2005

 

Bradenton II, FL

 

87,810

 

(T)

 

1,931

 

5,561

 

322

 

1,931

 

5,883

 

7,814

 

1,539

 

2005

 

Cape Coral, FL

 

76,592

 

(F)

 

472

 

2,769

 

1,992

 

830

 

4,403

 

5,233

 

1,239

 

2005

 

Dania Beach, FL (6)

 

181,513

 

(T)

 

3,584

 

10,324

 

838

 

3,584

 

11,163

 

14,746

 

2,870

 

2005

 

Dania, FL

 

58,270

 

(T)

 

205

 

2,068

 

1,373

 

481

 

3,165

 

3,646

 

1,091

 

1994

 

Davie, FL

 

81,135

 

(D)

 

1,268

 

7,183

 

-1,089

 

1,373

 

5,989

 

7,362

 

1,124

 

2005

 

Deerfield Beach, FL

 

57,280

 

(A)

 

946

 

2,999

 

1,875

 

1,311

 

4,509

 

5,820

 

1,120

 

1998

 

Delray Beach, FL

 

67,821

 

(A)

 

798

 

4,539

 

-232

 

883

 

4,222

 

5,105

 

1,044

 

2001

 

Fernandina Beach, FL

 

110,785

 

(T)

 

189

 

2,111

 

4,875

 

523

 

6,652

 

7,175

 

1,729

 

1996

 

Ft. Lauderdale, FL

 

70,093

 

(D)

 

937

 

3,646

 

2,177

 

1,384

 

5,376

 

6,760

 

1,340

 

1999

 

Ft. Myers, FL

 

67,642

 

(A)

 

303

 

3,329

 

156

 

328

 

3,459

 

3,788

 

1,017

 

1998

 

Jacksonville I, FL

 

80,586

 

(T)

 

1,862

 

5,362

 

40

 

1,862

 

5,401

 

7,263

 

1,163

 

2005

 

Jacksonville II, FL

 

65,070

 

 

 

950

 

7,004

 

-631

 

950

 

6,373

 

7,323

 

807

 

2007

 

Jacksonville III, FL

 

65,595

 

(T)

 

860

 

7,409

 

258

 

1,670

 

6,857

 

8,527

 

867

 

2007

 

Jacksonville IV, FL

 

78,370

 

(T)

 

870

 

8,049

 

0

 

870

 

8,049

 

8,919

 

1,020

 

2007

 

Jacksonville V, FL

 

82,160

 

(T)

 

1,220

 

8,210

 

-463

 

1,220

 

7,747

 

8,967

 

977

 

2007

 

Lake Worth, FL

 

161,808

 

(F)

 

183

 

6,597

 

3,802

 

183

 

10,399

 

10,582

 

3,403

 

2005

 

Lakeland I, FL

 

49,095

 

(A)

 

81

 

896

 

799

 

256

 

1,520

 

1,776

 

556

 

1994

 

Kendall, FL

 

75,395

 

(O)

 

2,350

 

8,106

 

-711

 

2,350

 

7,395

 

9,745

 

934

 

2007

 

Lutz I, FL

 

66,595

 

(T)

 

901

 

2,478

 

104

 

901

 

2,582

 

3,483

 

688

 

2005

 

Lutz II, FL

 

69,232

 

 

 

992

 

2,868

 

227

 

992

 

3,095

 

4,087

 

815

 

2005

 

Margate I, FL

 

54,505

 

(A)

 

161

 

1,763

 

1,769

 

399

 

3,294

 

3,693

 

1,083

 

1994

 

Margate II, FL

 

65,186

 

(T)

 

132

 

1,473

 

1,701

 

383

 

2,924

 

3,306

 

918

 

1996

 

Merrit Island, FL

 

50,417

 

(A)

 

716

 

2,983

 

-113

 

796

 

2,790

 

3,586

 

577

 

2005

 

Miami I, FL

 

46,825

 

(D)

 

179

 

1,999

 

1,459

 

484

 

3,153

 

3,637

 

953

 

2005

 

Miami II, FL

 

67,060

 

(E)

 

253

 

2,544

 

1,398

 

561

 

3,634

 

4,195

 

1,297

 

1994

 

Miami IV, FL

 

150,510

 

(T)

 

4,577

 

13,185

 

459

 

4,577

 

13,643

 

18,220

 

2,962

 

2005

 

Naples I, FL

 

48,150

 

1,121

 

90

 

1,010

 

2,205

 

270

 

3,035

 

3,305

 

901

 

1996

 

Naples II, FL

 

65,850

 

(E)

 

148

 

1,652

 

4,200

 

558

 

5,443

 

6,000

 

1,599

 

1997

 

Naples III, FL

 

80,675

 

(A)

 

139

 

1,561

 

3,375

 

598

 

4,477

 

5,075

 

1,440

 

1997

 

 

F-38



Table of Contents

 

 

 

 

 

 

 

Initial Cost

 

 

 

Gross Carrying Amount

at December 31, 2009

 

 

 

 

 

Description

 

Square
Footage

 

Encumbrances

 

Land

 

Building and
Improvements

 

Costs
Subsequent to
Acquisition

 

Land

 

Building and
Improvements

 

Total

 

Accumulated
Depreciation (L)

 

Year Acquired /
Developed

 

Naples IV, FL

 

40,700

 

(T)

 

262

 

2,980

 

461

 

407

 

3,296

 

3,703

 

1,106

 

1998

 

Ocoee, FL

 

76,130

 

3,263

 

1,286

 

3,705

 

95

 

1,286

 

3,800

 

5,087

 

926

 

2005

 

Orange City, FL

 

59,586

 

(T)

 

1,191

 

3,209

 

85

 

1,191

 

3,294

 

4,485

 

862

 

2005

 

Orlando I, FL (6)

 

52,170

 

(T)

 

187

 

2,088

 

520

 

240

 

2,555

 

2,795

 

1,064

 

1997

 

Orlando II, FL

 

63,084

 

(E)

 

1,589

 

4,576

 

75

 

1,589

 

4,651

 

6,239

 

1,137

 

2005

 

Orlando III, FL

 

104,140

 

(T)

 

1,209

 

7,768

 

220

 

1,209

 

7,988

 

9,197

 

1,584

 

2005

 

Oviedo, FL

 

49,251

 

(T)

 

440

 

2,824

 

292

 

440

 

3,116

 

3,556

 

636

 

2005

 

Pembroke Pines, FL

 

67,321

 

(D)

 

337

 

3,772

 

2,621

 

953

 

5,777

 

6,730

 

1,758

 

1997

 

Royal Palm Beach I, FL

 

98,961

 

(F)

 

205

 

2,148

 

2,630

 

741

 

4,242

 

4,983

 

1,557

 

1994

 

Royal Palm Beach II, FL

 

81,415

 

(T)

 

1,640

 

8,607

 

(462

)

1,640

 

8,146

 

9,786

 

1,028

 

2007

 

Sanford, FL

 

61,810

 

(T)

 

453

 

2,911

 

121

 

453

 

3,032

 

3,486

 

613

 

2005

 

Sarasota, FL

 

71,102

 

(A)

 

333

 

3,656

 

661

 

529

 

4,120

 

4,650

 

1,186

 

1998

 

St. Augustine, FL

 

59,725

 

(T)

 

135

 

1,515

 

3,133

 

383

 

4,400

 

4,783

 

1,377

 

1996

 

Stuart, FL

 

86,883

 

(E)

 

324

 

3,625

 

2,673

 

685

 

5,937

 

6,622

 

1,803

 

1997

 

SW Ranches, FL

 

64,955

 

3,991

 

1,390

 

7,598

 

(859

)

1,390

 

6,738

 

8,128

 

853

 

2007

 

Tampa II, FL

 

83,763

 

 

 

2,670

 

6,249

 

(423

)

2,670

 

5,826

 

8,496

 

742

 

2007

 

West Palm Beach I, FL

 

68,063

 

(T)

 

719

 

3,420

 

712

 

835

 

4,016

 

4,851

 

978

 

2001

 

West Palm Beach II, FL

 

94,503

 

 

 

2,129

 

8,671

 

261

 

2,129

 

8,932

 

11,061

 

2,695

 

2005

 

Alpharetta, GA

 

90,485

 

(F)

 

806

 

4,720

 

(409

)

967

 

4,150

 

5,117

 

900

 

2001

 

Austell , GA

 

83,525

 

2,244

 

1,635

 

4,711

 

153

 

1,643

 

4,856

 

6,499

 

867

 

2005

 

Decatur, GA

 

148,320

 

(T)

 

616

 

6,776

 

33

 

616

 

6,809

 

7,425

 

2,313

 

1998

 

Norcross, GA

 

85,140

 

(D)

 

514

 

2,930

 

158

 

632

 

2,969

 

3,602

 

660

 

2001

 

Peachtree City, GA

 

49,845

 

(T)

 

435

 

2,532

 

59

 

529

 

2,497

 

3,026

 

565

 

2001

 

Smyrna, GA

 

56,970

 

(F)

 

750

 

4,271

 

(799

)

750

 

3,472

 

4,222

 

769

 

2001

 

Snellville, GA

 

80,100

 

(T)

 

1,660

 

4,781

 

131

 

1,660

 

4,912

 

6,571

 

770

 

2007

 

Suwanee I, GA

 

85,190

 

(T)

 

1,737

 

5,010

 

139

 

1,737

 

5,149

 

6,885

 

804

 

2007

 

Suwanee II, GA

 

79,640

 

(T)

 

800

 

6,942

 

(322

)

800

 

6,620

 

7,420

 

838

 

2007

 

Addison, IL

 

31,325

 

(T)

 

428

 

3,531

 

206

 

428

 

3,737

 

4,165

 

967

 

2005

 

Aurora, IL

 

74,060

 

(T)

 

644

 

3,652

 

46

 

644

 

3,698

 

4,342

 

983

 

2005

 

Bartlett, IL

 

51,425

 

(T)

 

931

 

2,493

 

133

 

931

 

2,626

 

3,557

 

683

 

2005

 

Hanover, IL

 

41,178

 

(E)

 

1,126

 

2,197

 

145

 

1,126

 

2,342

 

3,468

 

609

 

2005

 

Bellwood, IL

 

86,525

 

(E)

 

1,012

 

5,768

 

(611

)

1,012

 

5,157

 

6,169

 

1,199

 

2001

 

Des Plaines, IL (6)

 

74,400

 

3,486

 

1,564

 

4,327

 

252

 

1,564

 

4,579

 

6,143

 

1,191

 

2005

 

Elk Grove Village, IL

 

64,179

 

(T)

 

1,446

 

3,535

 

224

 

1,446

 

3,759

 

5,205

 

1,005

 

2005

 

Glenview, IL

 

100,115

 

(T)

 

3,740

 

10,367

 

129

 

3,740

 

10,496

 

14,236

 

2,764

 

2005

 

Gurnee, IL

 

80,275

 

(T)

 

1,521

 

5,440

 

233

 

1,521

 

5,673

 

7,194

 

1,491

 

2005

 

Harvey, IL

 

60,090

 

(T)

 

869

 

3,635

 

119

 

869

 

3,754

 

4,623

 

981

 

2005

 

Joliet, IL

 

74,350

 

(T)

 

547

 

4,704

 

124

 

547

 

4,828

 

5,375

 

1,268

 

2005

 

Kildeer, IL

 

46,475

 

 

 

2,102

 

2,187

 

108

 

2,102

 

2,295

 

4,397

 

599

 

2005

 

Lombard, IL

 

57,938

 

(T)

 

1,305

 

3,938

 

597

 

1,305

 

4,535

 

5,840

 

1,154

 

2005

 

Mount Prospect, IL

 

65,000

 

 

 

1,701

 

3,114

 

187

 

1,701

 

3,301

 

5,002

 

850

 

2005

 

Mundelein, IL

 

44,700

 

(T)

 

1,498

 

2,782

 

136

 

1,498

 

2,918

 

4,416

 

768

 

2005

 

North Chicago, IL

 

53,300

 

(T)

 

1,073

 

3,006

 

217

 

1,073

 

3,223

 

4,296

 

844

 

2005

 

Plainfield I, IL

 

53,800

 

(T)

 

1,770

 

1,715

 

183

 

1,770

 

1,898

 

3,668

 

506

 

2005

 

Plainfield II, IL

 

52,100

 

(T)

 

694

 

2,000

 

116

 

694

 

2,116

 

2,811

 

532

 

2005

 

Schaumburg, IL

 

31,160

 

(T)

 

538

 

645

 

124

 

538

 

769

 

1,307

 

214

 

2005

 

Streamwood, IL

 

64,305

 

(A)

 

1,447

 

1,662

 

235

 

1,447

 

1,897

 

3,344

 

506

 

2005

 

Warrensville, IL

 

48,796

 

(A)

 

1,066

 

3,072

 

148

 

1,066

 

3,220

 

4,286

 

772

 

2005

 

Waukegan, IL

 

79,750

 

(T)

 

1,198

 

4,363

 

229

 

1,198

 

4,592

 

5,790

 

1,198

 

2005

 

West Chicago, IL

 

48,175

 

(E)

 

1,071

 

2,249

 

140

 

1,071

 

2,389

 

3,460

 

630

 

2005

 

Westmont, IL

 

53,700

 

(T)

 

1,155

 

3,873

 

78

 

1,155

 

3,951

 

5,106

 

1,042

 

2005

 

Wheeling I, IL

 

54,210

 

(A)

 

857

 

3,213

 

191

 

857

 

3,404

 

4,261

 

898

 

2005

 

Wheeling II, IL

 

67,825

 

 

 

793

 

3,816

 

202

 

793

 

4,018

 

4,811

 

1,055

 

2005

 

Woodridge, IL

 

50,667

 

2,380

 

943

 

3,397

 

177

 

943

 

3,574

 

4,517

 

925

 

2005

 

Indianapolis I, IN

 

43,600

 

(T)

 

1,871

 

1,230

 

143

 

1,871

 

1,373

 

3,244

 

368

 

2005

 

Indianapolis II, IN

 

44,900

 

(T)

 

669

 

2,434

 

134

 

669

 

2,568

 

3,237

 

692

 

2005

 

Indianapolis III, IN

 

60,850

 

(T)

 

1,229

 

2,834

 

105

 

1,229

 

2,939

 

4,168

 

771

 

2005

 

Indianapolis IV, IN

 

62,105

 

(T)

 

641

 

3,154

 

11

 

552

 

3,253

 

3,806

 

865

 

2005

 

Indianapolis V, IN

 

74,825

 

(T)

 

2,138

 

3,633

 

152

 

2,138

 

3,785

 

5,923

 

996

 

2005

 

Indianapolis VI, IN

 

73,003

 

(A)

 

406

 

3,496

 

186

 

406

 

3,682

 

4,088

 

963

 

2005

 

Indianapolis VII, IN

 

91,727

 

(T)

 

908

 

4,755

 

450

 

908

 

5,205

 

6,113

 

1,345

 

2005

 

Indianapolis VIII, IN

 

80,000

 

(T)

 

887

 

3,548

 

184

 

887

 

3,732

 

4,619

 

977

 

2005

 

Indianapolis IX, IN

 

61,732

 

(T)

 

1,133

 

4,103

 

163

 

1,133

 

4,266

 

5,399

 

1,120

 

2005

 

Baton Rouge I, LA

 

35,450

 

(T)

 

112

 

1,248

 

66

 

139

 

1,287

 

1,426

 

421

 

1997

 

Baton Rouge II, LA

 

80,277

 

(A)

 

118

 

1,181

 

1,626

 

331

 

2,594

 

2,925

 

679

 

1997

 

Slidell, LA

 

79,540

 

(D)

 

188

 

3,175

 

1,017

 

802

 

3,578

 

4,380

 

766

 

2001

 

Boston, MA

 

60,695

 

(F)

 

1,516

 

8,628

 

(1,501

)

1,516

 

7,127

 

8,643

 

1,553

 

2002

 

Leominster, MA

 

53,823

 

(D)

 

90

 

1,519

 

2,253

 

338

 

3,524

 

3,862

 

983

 

1998

 

Medford, MA

 

58,895

 

3,250

 

1,330

 

7,165

 

(510

)

1,330

 

6,655

 

7,985

 

841

 

2007

 

Baltimore, MD

 

93,625

 

(E)

 

1,050

 

5,997

 

(229

)

1,173

 

5,645

 

6,818

 

1,384

 

2001

 

California, MD

 

77,840

 

(T)

 

1,486

 

4,280

 

103

 

1,486

 

4,383

 

5,869

 

1,149

 

2005

 

Gaithersburg, MD

 

86,970

 

6,065

 

3,124

 

9,000

 

162

 

3,124

 

9,162

 

12,286

 

2,357

 

2005

 

Laurel, MD

 

162,097

 

(F)

 

1,409

 

8,035

 

2,013

 

1,928

 

9,529

 

11,457

 

2,114

 

2001

 

Temple Hills, MD

 

97,250

 

(D)

 

1,541

 

8,788

 

723

 

1,800

 

9,252

 

11,052

 

2,074

 

2001

 

Grand Rapids, MI

 

87,381

 

(A)

 

185

 

1,821

 

1,145

 

325

 

2,827

 

3,151

 

960

 

1996

 

 

F-39



Table of Contents

 

 

 

 

 

 

 

 

 

 

 

Costs

 

Gross Carrying Amount

 

 

 

 

 

 

 

 

 

 

 

Initial Cost

 

Subsequent

 

at December 31, 2009

 

 

 

 

 

 

 

 

 

 

 

 

 

Building and

 

to

 

 

 

Building and

 

 

 

Accumulated

 

Year Acquired /

 

Description

 

Square Footage

 

Encumbrances

 

Land

 

Improvements

 

Acquisition

 

Land

 

Improvements

 

Total

 

Depreciation (L)

 

Developed

 

Portage, MI (6)

 

50,280

 

(T)

 

104

 

1,160

 

637

 

237

 

1,664

 

1,901

 

550

 

1996

 

Romulus, MI

 

42,050

 

(A)

 

308

 

1,743

 

283

 

418

 

1,916

 

2,334

 

388

 

2005

 

Wyoming, MI

 

91,158

 

(A)

 

191

 

2,135

 

806

 

354

 

2,778

 

3,132

 

948

 

1996

 

Gulfport, MS

 

61,251

 

(E)

 

172

 

1,928

 

905

 

338

 

2,667

 

3,005

 

896

 

1997

 

Belmont, NC

 

81,048

 

(T)

 

385

 

2,196

 

187

 

451

 

2,317

 

2,768

 

587

 

2001

 

Burlington I, NC

 

109,396

 

(A)

 

498

 

2,837

 

(130

)

498

 

2,707

 

3,205

 

654

 

2001

 

Burlington II, NC

 

42,205

 

(T)

 

320

 

1,829

 

(66

)

340

 

1,742

 

2,083

 

418

 

2001

 

Cary, NC

 

111,772

 

(A)

 

543

 

3,097

 

183

 

543

 

3,281

 

3,823

 

875

 

2001

 

Charlotte, NC

 

69,000

 

(F)

 

782

 

4,429

 

555

 

1,068

 

4,699

 

5,766

 

937

 

2005

 

Fayetteville I, NC

 

41,400

 

(T)

 

156

 

1,747

 

757

 

301

 

2,359

 

2,660

 

887

 

1997

 

Fayetteville II, NC

 

54,225

 

(F)

 

213

 

2,301

 

698

 

399

 

2,813

 

3,212

 

941

 

1997

 

Raleigh, NC

 

48,675

 

(T)

 

209

 

2,398

 

205

 

296

 

2,516

 

2,812

 

837

 

1998

 

Brick, NJ

 

51,740

 

(T)

 

234

 

2,762

 

1,274

 

485

 

3,785

 

4,270

 

1,390

 

1994

 

Clifton, NJ

 

105,550

 

(A)

 

4,346

 

12,520

 

140

 

4,346

 

12,660

 

17,007

 

2,934

 

2005

 

Cranford, NJ

 

91,250

 

(M)

 

290

 

3,493

 

2,114

 

779

 

5,117

 

5,897

 

1,764

 

1994

 

East Hanover, NJ

 

107,579

 

 

 

504

 

5,763

 

3,887

 

1,315

 

8,839

 

10,154

 

3,005

 

1994

 

Elizabeth, NJ

 

38,910

 

 

 

751

 

2,164

 

279

 

751

 

2,443

 

3,194

 

561

 

2005

 

Fairview, NJ

 

27,925

 

(M)

 

246

 

2,759

 

255

 

246

 

3,013

 

3,260

 

1,125

 

1997

 

Hamilton, NJ

 

70,550

 

(T)

 

1,885

 

5,430

 

231

 

1,893

 

5,653

 

7,546

 

1,001

 

2005

 

Hoboken, NJ

 

34,180

 

(M)

 

1,370

 

3,947

 

512

 

1,370

 

4,459

 

5,829

 

1,026

 

2005

 

Linden, NJ

 

100,325

 

(T)

 

517

 

6,008

 

1,943

 

1,077

 

7,391

 

8,468

 

2,481

 

1994

 

Morris Township, NJ (5)

 

71,776

 

(D)

 

500

 

5,602

 

2,491

 

1,072

 

7,520

 

8,593

 

2,533

 

1997

 

Parsippany, NJ

 

66,325

 

(M)

 

475

 

5,322

 

1,890

 

844

 

6,843

 

7,687

 

2,303

 

1997

 

Randolph, NJ

 

52,565

 

(D)

 

855

 

4,872

 

244

 

1,108

 

4,863

 

5,971

 

1,077

 

2002

 

Sewell, NJ

 

57,830

 

(F)

 

484

 

2,766

 

585

 

706

 

3,128

 

3,835

 

732

 

2001

 

Albuquerque I, NM

 

65,852

 

(C)

 

1,039

 

3,395

 

199

 

1,039

 

3,594

 

4,633

 

954

 

2005

 

Albuquerque II, NM

 

58,798

 

(C)

 

1,163

 

3,801

 

184

 

1,163

 

3,985

 

5,148

 

1,043

 

2005

 

Albuquerque IV, NM

 

57,536

 

(C)

 

664

 

2,171

 

205

 

664

 

2,376

 

3,040

 

625

 

2005

 

Carlsbad, NM

 

39,999

 

(B)

 

490

 

1,613

 

97

 

491

 

1,709

 

2,200

 

457

 

2005

 

Deming, NM

 

33,005

 

(B)

 

338

 

1,114

 

153

 

339

 

1,267

 

1,606

 

332

 

2005

 

Las Cruces, NM

 

21,890

 

(T)

 

354

 

1,256

 

2

 

357

 

1,267

 

1,624

 

131

 

2005

 

Las Cruces, NM

 

43,850

 

(B)

 

611

 

2,012

 

194

 

612

 

2,205

 

2,816

 

584

 

2005

 

Lovington, NM

 

15,750

 

(B)

 

222

 

740

 

(139

)

169

 

653

 

822

 

170

 

2005

 

Silver City, NM

 

26,975

 

(B)

 

153

 

504

 

122

 

153

 

625

 

779

 

167

 

2005

 

Truth or Consequences, NM

 

24,010

 

(B)

 

10

 

34

 

79

 

11

 

113

 

124

 

43

 

2005

 

Las Vegas I, NV

 

48,218

 

(T)

 

1,851

 

2,986

 

220

 

1,851

 

3,206

 

5,057

 

664

 

2005

 

Las Vegas II, NV

 

48,850

 

(T)

 

3,354

 

5,411

 

154

 

3,355

 

5,564

 

8,919

 

1,143

 

2005

 

Jamaica, NY

 

88,415

 

(D)

 

2,043

 

11,658

 

(1,698

)

2,043

 

9,960

 

12,003

 

2,027

 

2001

 

New Rochelle, NY

 

48,431

 

(A)

 

1,673

 

4,827

 

118

 

1,673

 

4,945

 

6,618

 

1,202

 

2005

 

North Babylon, NY

 

78,188

 

(F)

 

225

 

2,514

 

3,692

 

568

 

5,863

 

6,431

 

1,741

 

1998

 

Riverhead, NY

 

38,240

 

(N)

 

1,068

 

1,149

 

120

 

1,068

 

1,269

 

2,338

 

367

 

2005

 

Southold, NY

 

58,609

 

(N)

 

2,079

 

2,238

 

196

 

2,079

 

2,434

 

4,513

 

692

 

2005

 

Boardman, OH

 

65,495

 

(F)

 

64

 

745

 

1,679

 

287

 

2,201

 

2,488

 

988

 

2005

 

Canton I, OH

 

39,750

 

(T)

 

138

 

679

 

254

 

137

 

934

 

1,071

 

229

 

2005

 

Canton II, OH

 

26,200

 

(T)

 

122

 

595

 

115

 

120

 

712

 

832

 

189

 

2005

 

Centerville I, OH

 

86,390

 

(T)

 

471

 

3,705

 

123

 

471

 

3,828

 

4,299

 

1,009

 

2005

 

Centerville II, OH

 

43,350

 

(E)

 

332

 

1,757

 

168

 

332

 

1,925

 

2,257

 

500

 

2005

 

Cleveland I, OH

 

45,950

 

 

 

525

 

2,592

 

129

 

524

 

2,722

 

3,246

 

704

 

2005

 

Cleveland II, OH

 

58,425

 

(T)

 

290

 

1,427

 

170

 

289

 

1,599

 

1,887

 

429

 

2005

 

Columbus , OH

 

72,155

 

(T)

 

1,234

 

3,151

 

62

 

1,239

 

3,207

 

4,446

 

615

 

2005

 

Dayton I, OH

 

43,100

 

(E)

 

323

 

2,070

 

118

 

323

 

2,188

 

2,511

 

575

 

2005

 

Dayton II, OH

 

48,149

 

(T)

 

441

 

2,176

 

170

 

440

 

2,347

 

2,787

 

595

 

2005

 

Euclid I, OH

 

46,910

 

(T)

 

200

 

1,053

 

1,970

 

317

 

2,906

 

3,223

 

1,614

 

1988

 

Euclid II, OH

 

47,275

 

(T)

 

359

 

 

1,638

 

461

 

1,535

 

1,997

 

451

 

1988

 

Grove City, OH

 

89,290

 

(T)

 

1,756

 

4,485

 

103

 

1,761

 

4,584

 

6,345

 

872

 

2005

 

Hilliard, OH

 

89,715

 

(T)

 

1,361

 

3,476

 

110

 

1,366

 

3,581

 

4,947

 

679

 

2005

 

Lakewood, OH

 

39,337

 

 

 

405

 

854

 

401

 

405

 

1,255

 

1,660

 

717

 

2005

 

Louisville, OH

 

53,960

 

(T)

 

257

 

1,260

 

131

 

255

 

1,393

 

1,648

 

365

 

2005

 

Marblehead, OH

 

52,300

 

(T)

 

374

 

1,843

 

165

 

373

 

2,009

 

2,382

 

518

 

2005

 

Mason, OH

 

33,900

 

(T)

 

127

 

1,419

 

85

 

149

 

1,482

 

1,631

 

538

 

1998

 

Mentor, OH

 

51,225

 

 

 

206

 

1,011

 

1,431

 

204

 

2,444

 

2,648

 

438

 

2005

 

Miamisburg, OH

 

59,930

 

(T)

 

375

 

2,410

 

220

 

375

 

2,630

 

3,005

 

679

 

2005

 

Middleburg Heights, OH

 

93,025

 

(T)

 

63

 

704

 

1,955

 

332

 

2,390

 

2,722

 

768

 

2005

 

North Canton I, OH

 

45,400

 

(T)

 

209

 

846

 

504

 

299

 

1,260

 

1,559

 

940

 

1979

 

North Canton II, OH

 

44,140

 

(T)

 

70

 

1,226

 

0

 

239

 

1,057

 

1,296

 

275

 

1983

 

North Olmsted I, OH

 

48,665

 

(T)

 

63

 

704

 

1,185

 

214

 

1,738

 

1,952

 

639

 

2005

 

North Olmsted II, OH

 

47,850

 

(F)

 

290

 

1,129

 

1,043

 

469

 

1,993

 

2,462

 

1,041

 

2005

 

North Randall, OH

 

80,099

 

(F)

 

515

 

2,323

 

2,440

 

898

 

4,380

 

5,278

 

1,129

 

1998

 

Perry, OH

 

63,700

 

(T)

 

290

 

1,427

 

115

 

288

 

1,544

 

1,832

 

410

 

2005

 

Reynoldsburg, OH

 

66,895

 

(T)

 

1,290

 

3,295

 

191

 

1,295

 

3,481

 

4,776

 

652

 

2005

 

Strongsville, OH

 

43,727

 

(T)

 

570

 

3,486

 

(287

)

570

 

3,199

 

3,769

 

403

 

2007

 

Warrensville Heights, OH

 

90,281

 

 

 

525

 

766

 

2,861

 

935

 

3,217

 

4,152

 

917

 

2005

 

Westlake, OH

 

62,750

 

(T)

 

509

 

2,508

 

128

 

508

 

2,638

 

3,145

 

692

 

2005

 

 

F-40



Table of Contents

 

 

 

 

 

 

 

 

 

 

 

Gross Carrying Amount

 

 

 

 

 

 

 

 

 

 

 

Initial Cost

 

 

 

at December 31, 2009

 

 

 

 

 

Description

 

Square Footage

 

Encumbrances

 

Land

 

Building
and
Improvements

 

Costs
Subsequent to
Acquisition

 

Land

 

Building and
Improvements

 

Total

 

Accumulated
Depreciation (L)

 

Year Acquired /
Developed

 

Willoughby, OH

 

34,064

 

(T)

 

239

 

1,178

 

173

 

238

 

1,352

 

1,590

 

350

 

2005

 

Youngstown, OH

 

65,950

 

(A)

 

67

 

 

1,306

 

204

 

1,169

 

1,373

 

491

 

2005

 

Levittown, PA

 

76,180

 

(F)

 

926

 

5,296

 

(107

)

926

 

5,189

 

6,115

 

1,294

 

2001

 

Philadelphia, PA

 

97,689

 

(D)

 

1,461

 

8,334

 

(1,487

)

1,461

 

6,847

 

8,308

 

1,455

 

2001

 

Alcoa, TN

 

42,325

 

(J)

 

254

 

2,113

 

117

 

254

 

2,229

 

2,484

 

546

 

2005

 

Antioch, TN

 

76,160

 

(T)

 

588

 

4,906

 

239

 

588

 

5,145

 

5,733

 

1,143

 

2005

 

Cordova I, TN

 

54,225

 

(G)

 

296

 

2,482

 

159

 

297

 

2,641

 

2,937

 

664

 

2005

 

Cordova II, TN

 

67,750

 

2,581

 

429

 

3,580

 

250

 

429

 

3,830

 

4,259

 

774

 

2005

 

Knoxville I, TN

 

29,337

 

(R)

 

99

 

1,113

 

199

 

102

 

1,309

 

1,411

 

467

 

1997

 

Knoxville II, TN

 

38,000

 

(R)

 

117

 

1,308

 

273

 

129

 

1,570

 

1,698

 

533

 

1997

 

Knoxville III, TN

 

45,736

 

(T)

 

182

 

2,053

 

672

 

331

 

2,576

 

2,907

 

805

 

1998

 

Knoxville IV, TN

 

58,752

 

(T)

 

158

 

1,771

 

701

 

310

 

2,320

 

2,630

 

691

 

1998

 

Knoxville V, TN

 

42,790

 

(R)

 

134

 

1,493

 

399

 

235

 

1,791

 

2,026

 

666

 

1998

 

Knoxville VI, TN

 

63,440

 

(J)

 

439

 

3,653

 

154

 

440

 

3,806

 

4,246

 

929

 

2005

 

Knoxville VII, TN

 

55,094

 

(J)

 

312

 

2,594

 

199

 

312

 

2,792

 

3,105

 

681

 

2005

 

Knoxville VIII, TN

 

95,868

 

(J)

 

585

 

4,869

 

200

 

586

 

5,067

 

5,654

 

1,234

 

2005

 

Memphis I, TN

 

90,700

 

(E)

 

677

 

3,880

 

449

 

677

 

4,329

 

5,006

 

964

 

2001

 

Memphis II, TN

 

71,885

 

(Q)

 

395

 

2,276

 

(179

)

395

 

2,097

 

2,492

 

483

 

2001

 

Memphis III, TN

 

40,807

 

(G)

 

212

 

1,779

 

198

 

213

 

1,976

 

2,189

 

499

 

2005

 

Memphis IV, TN

 

38,750

 

(G)

 

160

 

1,342

 

195

 

160

 

1,537

 

1,697

 

389

 

2005

 

Memphis V, TN

 

60,120

 

(G)

 

209

 

1,753

 

468

 

210

 

2,220

 

2,430

 

521

 

2005

 

Memphis VI, TN

 

108,771

 

(Q)

 

462

 

3,851

 

281

 

462

 

4,133

 

4,594

 

842

 

2006

 

Memphis VII, TN

 

115,303

 

(T)

 

215

 

1,792

 

460

 

215

 

2,252

 

2,467

 

453

 

2006

 

Memphis VIII, TN

 

96,060

 

(T)

 

355

 

2,959

 

321

 

355

 

3,280

 

3,635

 

673

 

2006

 

Nashville I, TN

 

103,430

 

 

 

405

 

3,379

 

432

 

405

 

3,811

 

4,216

 

836

 

2005

 

Nashville II, TN

 

83,484

 

 

 

593

 

4,950

 

215

 

593

 

5,165

 

5,758

 

1,146

 

2005

 

Nashville III, TN

 

101,475

 

 

 

416

 

3,469

 

287

 

416

 

3,756

 

4,172

 

816

 

2006

 

Nashville IV, TN

 

102,425

 

5,527

 

992

 

8,274

 

228

 

992

 

8,502

 

9,494

 

1,855

 

2006

 

Austin I, TX

 

59,595

 

 

 

2,239

 

2,038

 

186

 

2,410

 

2,052

 

4,462

 

521

 

2005

 

Austin II, TX

 

65,401

 

(O)

 

734

 

3,894

 

157

 

738

 

4,046

 

4,784

 

786

 

2006

 

Austin III, TX

 

70,610

 

 

 

1,030

 

5,468

 

164

 

1,035

 

5,626

 

6,661

 

990

 

2006

 

Baytown, TX

 

38,950

 

(T)

 

946

 

863

 

74

 

948

 

936

 

1,884

 

236

 

2005

 

Bryan, TX

 

60,450

 

(T)

 

1,394

 

1,268

 

112

 

1,396

 

1,378

 

2,774

 

343

 

2005

 

College Station, TX

 

26,550

 

(H)

 

812

 

740

 

84

 

813

 

823

 

1,636

 

206

 

2005

 

Dallas, TX

 

58,582

 

(K)

 

2,475

 

2,253

 

224

 

2,475

 

2,476

 

4,951

 

584

 

2005

 

Denton, TX

 

60,836

 

1,988

 

553

 

2,936

 

131

 

569

 

3,051

 

3,620

 

537

 

2006

 

El Paso I, TX

 

59,652

 

(C)

 

1,983

 

1,805

 

180

 

1,984

 

1,984

 

3,968

 

488

 

2005

 

El Paso II, TX

 

48,704

 

(C)

 

1,319

 

1,201

 

148

 

1,320

 

1,349

 

2,669

 

322

 

2005

 

El Paso III, TX

 

71,276

 

(C)

 

2,408

 

2,192

 

149

 

2,409

 

2,340

 

4,749

 

565

 

2005

 

El Paso IV, TX

 

67,058

 

(C)

 

2,073

 

1,888

 

(37

)

2,074

 

1,850

 

3,925

 

464

 

2005

 

El Paso V, TX

 

62,300

 

(B)

 

1,758

 

1,617

 

114

 

1,761

 

1,728

 

3,489

 

417

 

2005

 

El Paso VI, TX

 

36,620

 

(B)

 

660

 

607

 

94

 

662

 

700

 

1,361

 

175

 

2005

 

El Paso VII, TX

 

34,545

 

(B)

 

563

 

517

 

71

 

565

 

587

 

1,152

 

146

 

2005

 

Fort Worth I, TX

 

49,778

 

(K)

 

1,253

 

1,141

 

124

 

1,253

 

1,265

 

2,518

 

298

 

2005

 

Fort Worth II, TX

 

72,925

 

(K)

 

868

 

4,607

 

161

 

874

 

4,761

 

5,636

 

919

 

2006

 

Frisco I, TX

 

50,854

 

(A)

 

1,093

 

3,148

 

75

 

1,093

 

3,223

 

4,315

 

780

 

2005

 

Frisco II, TX

 

71,239

 

3,281

 

1,564

 

4,507

 

111

 

1,564

 

4,618

 

6,183

 

1,118

 

2005

 

Frisco III, TX

 

75,215

 

(K)

 

1,147

 

6,088

 

139

 

1,154

 

6,221

 

7,374

 

1,202

 

2006

 

Garland I, TX

 

70,100

 

3,163

 

751

 

3,984

 

350

 

767

 

4,318

 

5,085

 

742

 

2006

 

Garland II, TX

 

68,425

 

(K)

 

862

 

4,578

 

117

 

862

 

4,695

 

5,557

 

767

 

2006

 

Greenville I, TX

 

59,385

 

(T)

 

1,848

 

1,682

 

66

 

1,848

 

1,748

 

3,596

 

416

 

2005

 

Greenville II, TX

 

44,900

 

(T)

 

1,337

 

1,217

 

69

 

1,337

 

1,286

 

2,622

 

304

 

2005

 

Houston I, TX

 

100,820

 

(T)

 

1,420

 

1,296

 

139

 

1,422

 

1,433

 

2,855

 

353

 

2005

 

Houston II, TX

 

71,300

 

(T)

 

1,510

 

1,377

 

(11

)

1,512

 

1,364

 

2,876

 

365

 

2005

 

Houston III, TX

 

61,145

 

516

 

575

 

524

 

189

 

576

 

712

 

1,288

 

171

 

2005

 

Houston IV, TX

 

43,775

 

(H)

 

960

 

875

 

96

 

961

 

970

 

1,931

 

235

 

2005

 

Houston V, TX

 

126,080

 

4,246

 

1,153

 

6,122

 

315

 

1,156

 

6,434

 

7,590

 

1,094

 

2006

 

Keller, TX

 

61,885

 

2,486

 

890

 

4,727

 

98

 

890

 

4,825

 

5,715

 

946

 

2006

 

La Porte, TX

 

45,050

 

(T)

 

842

 

761

 

295

 

843

 

1,055

 

1,898

 

248

 

2005

 

Lewisville, TX

 

58,140

 

1,808

 

476

 

2,525

 

270

 

492

 

2,779

 

3,271

 

488

 

2006

 

Mansfield, TX

 

63,075

 

(K)

 

837

 

4,443

 

87

 

843

 

4,523

 

5,367

 

878

 

2006

 

McKinney I, TX

 

46,940

 

1,307

 

1,632

 

1,486

 

79

 

1,634

 

1,563

 

3,197

 

363

 

2005

 

McKinney II, TX

 

70,050

 

4,166

 

855

 

5,076

 

88

 

857

 

5,162

 

6,019

 

1,015

 

2006

 

North Richland Hills, TX

 

57,175

 

(K)

 

2,252

 

2,049

 

143

 

2,252

 

2,192

 

4,444

 

518

 

2005

 

Roanoke, TX

 

59,300

 

(K)

 

1,337

 

1,217

 

99

 

1,337

 

1,316

 

2,653

 

315

 

2005

 

San Antonio I, TX

 

73,530

 

(T)

 

2,895

 

2,635

 

147

 

2,895

 

2,782

 

5,677

 

630

 

2005

 

San Antonio II, TX

 

73,280

 

(T)

 

1,047

 

5,558

 

83

 

1,052

 

5,636

 

6,688

 

924

 

2006

 

San Antonio III, TX

 

71,775

 

(T)

 

996

 

5,286

 

41

 

996

 

5,327

 

6,322

 

800

 

2007

 

Sherman I, TX

 

54,975

 

1,520

 

1,904

 

1,733

 

75

 

1,906

 

1,806

 

3,712

 

421

 

2005

 

Sherman II, TX

 

48,425

 

1,812

 

1,337

 

1,217

 

110

 

1,337

 

1,327

 

2,664

 

310

 

2005

 

Spring, TX

 

72,751

 

(T)

 

580

 

3,081

 

87

 

580

 

3,168

 

3,749

 

621

 

2006

 

 

F-41



Table of Contents

 

 

 

 

 

 

 

 

 

 

 

Gross Carrying Amount

 

 

 

 

 

 

 

 

 

 

 

Initial Cost

 

 

 

at December 31, 2009

 

 

 

 

 

Description

 

Square Footage

 

Encumbrances

 

Land

 

Building
and
Improvements

 

Costs
Subsequent to
Acquisition

 

Land

 

Building and
Improvements

 

Total

 

Accumulated
Depreciation (L)

 

Year Acquired /
Developed

 

Murray I, UT

 

60,180

 

(C)

 

3,847

 

1,017

 

222

 

3,848

 

1,237

 

5,085

 

301

 

2005

 

Murray II, UT

 

71,222

 

(C)

 

2,147

 

567

 

300

 

2,148

 

866

 

3,014

 

113

 

2005

 

Salt Lake City I, UT

 

56,446

 

(C)

 

2,695

 

712

 

194

 

2,696

 

905

 

3,601

 

230

 

2005

 

Salt Lake City II, UT

 

53,676

 

(C)

 

2,074

 

548

 

174

 

2,075

 

721

 

2,796

 

183

 

2005

 

Fredericksburg I, VA

 

69,475

 

(P)

 

1,680

 

4,840

 

252

 

1,680

 

5,092

 

6,772

 

1,044

 

2005

 

Fredericksburg II, VA

 

61,207

 

(P)

 

1,757

 

5,062

 

313

 

1,758

 

5,374

 

7,132

 

1,092

 

2005

 

Milwaukee, WI

 

58,515

 

(T)

 

375

 

4,333

 

131

 

375

 

4,464

 

4,839

 

1,188

 

2004

 

USIFB

 

 

 

 

 

 

 

7,057

 

791

 

 

7,848

 

7,848

 

307

 

 

 

Corporate Office

 

 

 

 

 

 

 

 

 

 

 

 

 

11,015

 

11,015

 

3,748

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

575

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

23,748,702

 

 

 

343,312

 

1,251,704

 

169,351

 

369,842

 

1,404,700

 

1,774,542

 

344,009

 

 

 

 


(A)  This facility is part of Yasky Loan portfolio, with a balance of $80,000 as of December 31, 2009.

(B)  This facility is part of the YSI 25 Loan portfolio, with a balance of $7,975 as of December 31, 2009.

(C)  This facility is part of the YSI 20 Loan portfolio, with a balance of $64,258 as of December 31, 2009.

(D)  This facility is part of the YSI 2 Loan portfolio, with a balance of $83,480 as of December 31, 2009.

(E)  This facility is part of the YSI 6 Loan portfolio, with a balance of $77,370 as of December 31, 2009.

(F)  This facility is part of the YSI 1 Loan portfolio, with a balance of $83,342 as of December 31, 2009.  This property became unencumbered on February 11, 2010 when the YSI 1 loan was repaid.

(G)  This facility is part of the YSI 26 Loan portfolio, with a balance of $9,475 as of December 31, 2009.

(H)  This facility is part of the YSI 28 Loan portfolio, with a balance of $1,598 as of December 31, 2009.

(J)  This facility is part of the YSI 30 Loan portfolio, with a balance of $7,567 as of December 31, 2009.

(K) This facility is part of the YSI 34 Loan protfolio, with a balance of $14,955 as of December 31, 2009

(L)  Depreciation on the buildings and improvements is recorded on a straight-line basis over their estimated useful lives, which range from five to 39 years.

(M)  This facility is part of the YSI 31 Loan portfolio, with a balance of $13,891 as of December 31, 2009.

(N)  This facility is part of the YSI 32 Loan portfolio, with a balance of $6,160 as of December 31, 2009.

(O)  This facility is part of the YSI 33 Loan portfolio, with a balance of $11,570 as of December 31, 2009.

(P)  This facility is part of the YSI 35 Loan portfolio, with a balance of $4,499 as of December 31, 2009.

(Q)  This facility is part of the YSI 41 Loan portfolio, with a balance of $3,976 as of December 31, 2009.

(R)  This facility is part of the YSI 38 Loan portfolio, with a balance of $4,078 as of December 31, 2009.

(S)  This facility is part of the YSI 48 Loan portfolio, with a balance of $25,652 as of December 31, 2009.

(T)  This facility is part of the USILP secured credit facility portfolio, with a balance of $200,000 as of December 31, 2009.

 

 

Activity in real estate facilities during 2009, 2008, and 2007 was as follows (in thousands):

 

 

 

2009

 

2008

 

2007

 

Storage facilities

 

 

 

 

 

 

 

Balance at beginning of year

 

$

1,888,123

 

$

1,916,396

 

$

1,771,864

 

Acquisitions & improvements

 

13,345

 

30,295

 

160,256

 

Fully depreciated assets

 

(40,859

)

 

 

Dispositions and other

 

(89,668

)

(59,168

)

(21,206

)

Contstruction in progress

 

3,601

 

600

 

5,482

 

Balance at end of year

 

$

1,774,542

 

$

1,888,123

 

$

1,916,396

 

 

 

 

 

 

 

 

 

Accumulated depreciation

 

 

 

 

 

 

 

Balance at beginning of year

 

$

328,165

 

$

269,278

 

$

205,049

 

Depreciation expense

 

73,569

 

77,580

 

68,355

 

Fully depreciated assets

 

(40,859

)

 

 

Dispositions and other

 

(16,866

)

(18,693

)

(4,126

)

Balance at end of year

 

$

344,009

 

$

328,165

 

$

269,278

 

 

 

 

 

 

 

 

 

Net Storage facility assets

 

$

1,430,533

 

$

1,559,958

 

$

1,647,118

 

 

The unaudited aggregate costs of storage facility assets for U.S. federal income tax purposes as of December 31, 2009 was approximately $1,346 million.

 

F-42