UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

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

U-STORE-IT TRUST

Maryland (State or Other Jurisdiction of Incorporation or Organization)		001-32324 (Commission File Number)		20-1024732 (IRS Employer Identification No.)
6745 Engle Road, Suite 300 Cleveland, OH 44130 (Address of Principal Executive Offices)				44130 (Zip Code)

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

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

EXPLANATORY NOTE:

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

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

Republic Self Storage — Arapaho
Independent Auditors’ Report
Statement of Revenues and Certain Operating Expenses for the Six Months Ended June 30, 2006 (unaudited) and Year Ended December 31, 2005
Notes to Statement of Revenues and Certain Operating Expenses

Republic Self Storage — San Antonio
Independent Auditors’ Report
Statement of Revenues and Certain Operating Expenses for the Six Months Ended June 30, 2006 (unaudited) and Year Ended December 31, 2005
Notes to Statement of Revenues and Certain Operating Expenses

Jernigan Portfolio
Independent Auditors’ Report.
Combined Statement of Revenues and Certain Operating Expenses for the Six Months
      Ended June 30, 2006 (unaudited) and Years Ended December 31, 2005, 2004 and 2003.

Notes to Combined Statement of Revenues and Certain Operating Expenses.

Republic Self Storage — Stassney
Independent Auditors’ Report
Statement of Revenues and Certain Operating Expenses for the Three Months Ended March 31, 2006 (unaudited) and Year Ended December 31, 2005
Notes to Statements of Revenues and Certain Operating Expenses

SecurCare Portfolio
Independent Auditors’ Report.
Combined Statement of Revenues and Certain Operating Expenses for the Three Months Ended
      March 31, 2006 (unaudited) and Year Ended December 31, 2005.
Notes to Combined Statement of Revenues and Certain Operating Expenses.

Sanford Partners Portfolio
Independent Auditors’ Report.
Combined Statement of Revenues and Certain Operating Expenses for the Year Ended
      December 31, 2005.
Notes to Combined Statement of Revenues and Certain Operating Expenses.

(b) Pro Forma Financial Information.

Unaudited Pro Forma Condensed Consolidated Financial Information.

Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2006.

Notes to the Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2006.

Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 2006.

Notes to the Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 2006.

INDEX TO FINANCIAL STATEMENTS

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION OF U-STORE-IT TRUST AND SUBSIDIARIES (THE “COMPANY”):
Unaudited Pro Forma Condensed Consolidated Financial Information			4
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2006			5
Notes to the Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2006			6
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 2006			7
Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 2006			8
Republic Self Storage — Arapaho
Independent Auditors’ Report			10
Statement of Revenues and Certain Operating Expenses for the Six Months Ended June 30, 2006 (unaudited) and Year Ended December 31, 2005			11
Notes to Statement of Revenues and Certain Operating Expenses			12
Republic Self Storage — San Antonio
Independent Auditors’ Report			14
Statement of Revenues and Certain Operating Expenses for the Six Months Ended June 30, 2006 (unaudited) and Year Ended December 31, 2005			15
Notes to Statement of Revenues and Certain Operating Expenses			16
Jernigan Portfolio
Independent Auditors’ Report.			18
Combined Statement of Revenues and Certain Operating Expenses for the Six Months Ended June 30, 2006 (unaudited) and Years Ended December 31, 2005, 2004 and 2003.			19
Notes to Combined Statement of Revenues and Certain Operating Expenses			20
Republic Self Storage — Stassney Independent Auditors’ Report Statement of Revenues and Certain Operating Expenses for the Three Months Ended March 31, 2006 (unaudited) and Year Ended December 31, 2005 Notes to Statements of Revenues and Certain Operating Expenses			22 23 24
SecurCare Portfolio
Independent Auditors’ Report.			26
Combined Statement of Revenues and Certain Operating Expenses for the Three Months Ended March 31, 2006 (unaudited) and Year Ended December 31, 2005.			27
Notes to Combined Statement of Revenues and Certain Operating Expenses			28
Sanford Partners Portfolio
Independent Auditors’ Report.			30
Combined Statement of Revenues and Certain Operating Expenses for the Year Ended December 31, 2005.			31
Notes to Combined Statement of Revenues and Certain Operating Expenses			32

U-STORE-IT TRUST
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma condensed consolidated financial information of U-Store-It Trust and subsidiaries (the “Company”) as of and for the year ended December 31, 2006 has been derived from (1) the historical audited financial statements of U-Store-It Trust as filed in the Company’s 2006 Form 10-K, (2) the historical statements of revenues and certain expenses of the 44 audited properties acquired during 2006, and (3) the historical unaudited statements of revenues and certain expenses of the remaining 19 self-storage properties acquired during 2006 and 2007.

The Company acquired 60 properties during 2006 and three additional properties in January 2007. The February 2006 acquisition of a portfolio of 24 self-storage facilities (the “Sure Save USA Self Storage Acquisition”) was determined to be an individually significant 2006 acquisition as defined under Regulation S-X Rule 3-14. Accordingly, an audit was performed for the Sure Save USA Self Storage Acquisition properties and was included in the Company’s Current Report on Form 8-K/A filed April 21, 2006. Audits were also performed on 20 additional properties that represent the mathematical majority of the cost of the Company’s individually insignificant pool of 2006 acquisition properties.

The unaudited pro forma condensed consolidated balance sheet as of December 31, 2006 reflects adjustments to the Company’s historical financial data to give effect to the three properties acquired subsequent to December 31, 2006 as if each had occurred on December 31, 2006.

The pro forma condensed consolidated statement of operations for the year ended December 31, 2006 reflects adjustments to the Company’s historical financial data to give effect to the acquisition of the 63 self-storage properties acquired in 2006 and 2007 as if each had occurred on January 1, 2006.

The unaudited pro forma adjustments are based on available information and assumptions that the Company considers reasonable. The unaudited pro forma condensed consolidated financial information is not necessarily indicative of what the Company’s actual financial position or results of operations for the period would have been as of the date and for the periods indicated, nor does it purport to represent the Company’s future financial position or results of operations.

The unaudited pro forma condensed consolidated financial information should be read together with the notes thereto in conjunction with the more detailed information contained in the historical financial statements referenced in this filing.

U-STORE-IT TRUST
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
December 31, 2006 (Unaudited)
(In Thousands)

		U-Store-It				Acquisitions
		Trust				Subsequent				U-Store-It
		Historical				To 12/31/06				Trust
		(1)				(2)				Pro Forma
ASSETS
Storage facilities		$	1,771,864			$	19,382			$	1,791,246
Accumulated depreciation			(205,049	)			—				(205,049	)
			1,566,815				19,382				1,586,197
Cash and cash equivalents			19,716				—				19,716
Restricted cash			14,126				—				14,126
Loan procurement costs — net of amortization			7,575				—				7,575
Other assets			6,475				—				6,475
Due from related parties			632				—				632
Total Assets		$	1,615,339			$	19,382			$	1,634,721
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES
Revolving credit facility		$	90,500			$	19,382			$	109,882
Unsecured term loan			200,000				—				200,000
Mortgage loans and notes payable			588,930				—				588,930
Accounts payable and accrued expenses			22,590				—				22,590
Due to related parties			336				—				336
Distributions payable			18,197				—				18,197
Deferred revenue			9,740				—				9,740
Security deposits			655				—				655
Total liabilities			930,948				19,382				950,330
COMMITMENTS & CONTINGENCIES
MINORITY INTERESTS			56,898				—				56,898
SHAREHOLDERS’ EQUITY
Common shares			573				—				573
Additional paid-in-capital			794,632				—				794,632
Accumulated deficit			(167,712	)			—				(167,712	)
Total shareholders’ equity			627,493				—				627,493
Total Liabilites and Shareholders’ Equity		$	1,615,339			$	19,382			$	1,634,721

See accompanying notes to unaudited pro forma condensed consolidated statement of operations.

U-STORE-IT TRUST
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(in thousands)

(1)		Reflects the historical condensed consolidated balance sheet of U-Store-It Trust included in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2006.
(2)		Represents the three properties purchased, utilizing borrowings from the Company’s revolving credit facility, subsequent to December 31, 2006:

		Acquisition				Number of				Purchase
Property / Portfolio		Date				Facilities				Price
Stone Oak Facility		Jan-07					1			$	6,182
Grand Central Self Storage Portfolio		Jan-07					2				13,200
							3			$	19,382

U-STORE-IT TRUST
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2006
(In Thousands Except Per Share Amounts)

		U-Store-It				Completed
		Trust				Facility								U-Store-It
		Historical				Acquisitions				Other				Trust
		(3)				(4)				Adjustments				Pro Forma
REVENUES:
Rental income		$	197,753			$	10,073			$	—			$	207,826
Other property related income			14,902				482				—				15,384
Other — related party			457				—				—				457
Total revenues			213,112				10,555				—				223,667
OPERATING EXPENSES:
Property operating expenses			86,547				3,858				—				90,405
Property operating expenses — related party			69				—				—				69
Depreciation			64,729				—				3,913	(5)			68,642
Asset write-off			305				—				—				305
General and administrative			21,675				436				—				22,111
General and administrative — related party			613				—				—				613
Total operating expenses			173,938				4,294				3,913				182,145
OPERATING INCOME			39,174				6,261				(3,913	)			41,522
OTHER INCOME (EXPENSE):
Interest:
Interest expense on loans			(46,125	)			—				(5,878)	(6)			(52,003	)
Loan procurement amortization expense			(1,998	)			—				(22)	(6)			(2,020	)
Write-off of loan procurement cost due to early extinguishment of debt			(1,907	)			—				—				(1,907	)
Interest income			1,341				—				—				1,341
Other			191				—				—				191
Total other expense			(48,498	)			—				(5,900	)			(54,398	)
INCOME (LOSS) BEFORE MINORITY INTERESTS			(9,324	)			6,261				(9,814	)			(12,877	)
Minority interests			773				—				295	(7)			1,068
NET INCOME (LOSS)		$	(8,551	)		$	6,261			$	(9,519	)		$	(11,809	)
Basic and diluted earnings (loss) per share		$	(0.15	)										$	(0.21	)
Weighted average number of common shares — Basic and diluted			57,287												57,287

See accompanying notes to unaudited pro forma condensed consolidated statement of operations.

U-STORE-IT TRUST
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF
OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2006
(in thousands, except per share data)

(3)		Reflects the historical condensed consolidated statement of operations of U-Store-It Trust for the year ended December 31, 2006.
(4)		Represents the unaudited pro forma revenues and operating expenses for the year ended December 31, 2006 of the properties that were acquired in 2006 and 2007 for the period prior to acquisition:

														Other
														Property								Property								Total
		Acquisition				Number of				Rental				Related				Total				Operating				General and				Operating				Operating
Property / Portfolio		Date				Facilities				Income				Income				Revenues				Expenses				Administrative				Expenses				Income
Nashville, TN Portfolio		Jan-06					2			$	61			$	4			$	65			$	12			$	—			$	12			$	53
Dallas, TX Portfolio		Jan-06					2				64				—				64				5				6				11				53
U-Stor Self Storage Portfolio		Feb-06					3				37				17				54				48				6				54				—
Sure Save Portfolio		Feb-06					24				1,485				93				1,578				540				35				575				1,003
Texas Storage Portfolio		Mar-06					4				259				21				280				143				16				159				121
Nickey Portfolio		Apr-06					4				668				—				668				220				28				248				420
SecurCare Portfolio		May-06					4				1,069				29				1,098				304				52				356				742
Texas Storage Portfolio		Jun-06					1				151				8				159				83				9				92				67
Jernigan Portfolio		Jul-06					9				2,643				186				2,829				1,080				118				1,198				1,631
U-Stor Self Storage Portfolio		Aug-06					1				266				—				266				107				19				126				140
Bailes Portfolio		Aug-06					3				964				—				964				343				—				343				621
In & Out Self Storage Portfolio		Aug-06					1				590				14				604				273				37				310				294
Texas Storage Portfolio		Sep-06					2				372				14				386				252				22				274				112
Stone Oak Facility (i)		Jan-07					1				—				—				—				—				—				—				—
Grand Central Self Storage Portfolio		Jan-07					2				1,444				96				1,540				448				88				536				1,004
							63			$	10,073			$	482			$	10,555			$	3,858			$	436			$	4,294			$	6,261

(i) This property had no historical operating results as it was under development prior to acquisition.

(5)

Reflects real estate depreciation for the period prior to acquisition computed on a straight-line basis with depreciable lives ranging from 5 to 39 years.

																		Depreciation
																		for Period
		Acquisition				Number of				Total				Depreciable				Prior to
Property / Portfolio		Date				Facilities				Assets				Assets				Acquisition
Nashville, TN Portfolio		Jan-06					2			$	13,152			$	11,744			$	29
Dallas, TX Portfolio		Jan-06					2				11,549				5,503				21
U-Stor Self Storage Portfolio		Feb-06					3				10,946				7,553				39
Sure Save Portfolio		Feb-06					24				165,107				123,031				705
Texas Storage Portfolio		Mar-06					4				22,618				10,777				95
Nickey Portfolio		Apr-06					4				13,649				12,188				211
SecurCare Portfolio		May-06					4				35,700				24,638				509
Texas Storage Portfolio		Jun-06					1				6,499				3,097				83
Jernigan Portfolio		Jul-06					9				44,934				35,977				910
U-Stor Self Storage Portfolio		Aug-06					1				3,330				2,985				103
Bailes Portfolio		Aug-06					3				15,606				11,584				357
In & Out Self Storage Portfolio		Aug-06					1				7,276				3,576				117
Texas Storage Portfolio		Sep-06					2				12,045				5,739				232
Stone Oak Facility (i)		Jan-07					1				6,182				4,589				—
Grand Central Self Storage Portfolio		Jan-07					2				13,200				9,799				504
							63			$	381,793			$	272,779			$	3,913

(i)

This property was under development prior to acquisition, and accordingly, there is no pro forma adjustment to reflect depreciation expense.

(6)

Reflects interest expense and amortization of loan procurement costs for the period prior to acquisition.

																		Interest				Amortization
										Assumed				Effective				for Period				of Loan Procurement
		Acquisition				Number of				Mortgage				Interest				Prior to				Costs for Period
Property / Portfolio		Date				Facilities				Debt				Rate				Acquisition				Prior to Acquisition
Dallas, TX Portfolio		Jan-06					2			$	7,081				5.87	%		$	28			$	1
SecurCare Portfolio		May-06					4				14,029				6.50	%			322				—
Jernigan Portfolio		Jul-06					9				6,983				6.50	%			257				12
U-Stor Self Storage Portfolio		Aug-06					1				1,906				6.41	%			72				2
In & Out Self Storage Portfolio		Aug-06					1				4,459				6.32	%			176				7
							17			$	34,458								856				22
Revolving Credit Facility (i)																			5,022				—
Total																		$	5,878			$	22

(i)

Reflects pro forma interest expense on revolving credit facility borrowings (at a rate of 6.40%) assumed to have been used to fund the acquisition price, net of mortgage debt, of each 2006 and 2007 acquired property for the period prior to acquisition.

(7)

Reflects the pro forma allocation of loss from continuing operations to minority interest holders.

INDEPENDENT AUDITORS’ REPORT

To the Board of Trustees and Shareholders
U-Store-It Trust
Cleveland, Ohio

     We have audited the accompanying statement of revenues and certain operating expenses of Republic Self Storage-Arapaho (the “Property”) for the year ended December 31, 2005. The statement is the responsibility of the Property’s management. Our responsibility is to express an opinion on this statement based on our audit.

     We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement is free from material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Property’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

     The accompanying statement of revenues and certain operating expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and for inclusion in Form 8-K of U-Store-It Trust, as described in Note 1. This presentation is not intended to be a complete presentation of the Property’s revenues and expenses.

     In our opinion, the statement referred to above presents fairly, in all material respects, the revenues and certain operating expenses described in Note 1 of the Property for the year ended December 31, 2005, in conformity with accounting principles generally accepted in the United States of America.

/s/ The Schonbraun McCann Group LLP

Roseland, New Jersey
September 27, 2006

REPUBLIC SELF STORAGE-ARAPAHO

STATEMENT OF REVENUES AND CERTAIN OPERATING EXPENSES

		For the period
		January 1, 2006 through
		June 30, 2006				Year ended
		(Unaudited)				December 31, 2005
Revenues
Base rents		$	133,845			$	229,209
Other income			4,168				13,582
			138,013				242,791
Certain Operating Expenses
Property operating expenses			57,406				123,865
Real estate taxes			44,364				83,838
General and administrative expenses			6,574				10,900
			108,344				218,603
Revenues in excess of certain operating expenses		$	29,669			$	24,188

See accompanying notes to statement of revenues and certain operating expenses.

REPUBLIC SELF STORAGE-ARAPAHO

NOTES TO STATEMENT OF REVENUES AND CERTAIN OPERATING EXPENSES

1. BASIS OF PRESENTATION

     Presented herein are the statements of revenues and certain operating expenses related to the operation of Republic Self Storage Garland, LP located in Garland, Texas with 486 rental units (“Property”).

     On September 27, 2006, U-Store It (the “Trust”) acquired the Property.

     The accompanying statement of revenues and certain operating expenses for the year ended December 31, 2005 was prepared for the purpose of complying with the provisions of Article 3.14 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”) which requires certain information with respect to real estate operations to be included with certain filings with the SEC. Accordingly, the revenues and certain operating expenses excludes certain expenses that may not be comparable to those expected to be incurred by the Trust in the proposed future operations of the Property. Items excluded consist of mortgage interest expense, depreciation, management fees and general and administrative expenses not directly related to the future operations.

2. USE OF ESTIMATES

     The preparation of the statements of revenues and certain operating expenses in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the statements of revenues and certain operating expenses and accompanying notes. Actual results could differ from those estimates.

3. REVENUE RECOGNITION

     Revenues relating to the Property are recognized when payments are due. If it is determined after all methods of collection have been exhausted, that the account will not be collected, then it is written off to bad debt expense. The Property is being leased to tenants under operating leases generally on a month to month basis.

4. PROPERTY OPERATING EXPENSES

     The Property’s operating expenses for the year ended December 31, 2005, include $7,129 for insurance, $23,010 for utilities, $20,125 for operating and maintenance costs, $49,991 in payroll and advertising expenses of $23,610. (See Note 5)

     The Property’s operating expenses for the period January 1, 2006 through June 30, 2006 (unaudited) include $3,671 for insurance, $12,840 for utilities, $10,266 for operating and maintenance costs, $22,959 for payroll and advertising expenses of $7,670. (See Note 5)

REPUBLIC SELF STORAGE-ARAPAHO

NOTES TO STATEMENT OF REVENUES AND CERTAIN OPERATING EXPENSES

5. ADVERTISING

     Advertising costs are expensed as incurred, $23,610 and $7,670 for 2005 and for the six months ended June 30, 2006 (unaudited), respectively, are included in property operating expenses.

6. INTERIM UNAUDITED FINANCIAL INFORMATION

     The statement of revenues and certain operating expenses for the period January 1, 2006 through June 30, 2006 is unaudited; however, in the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary for a fair presentation of the statement of revenues and certain operating expenses for this interim period has been included. The results of interim periods are not necessarily indicative of the results to be obtained for a full fiscal year.

INDEPENDENT AUDITORS’ REPORT

To the Board of Trustees and Shareholders
U-Store-It Trust
Cleveland, Ohio

     We have audited the accompanying statement of revenues and certain operating expenses of Republic Self Storage-San Antonio (the “Property”) for the year ended December 31, 2005. The statement is the responsibility of the Property’s management. Our responsibility is to express an opinion on this statement based on our audit.

     We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement is free from material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Property’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

     The accompanying statement of revenues and certain operating expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and for inclusion in Form 8-K of U-Store-It Trust, as described in Note 1. This presentation is not intended to be a complete presentation of the Property’s revenues and expenses.

     In our opinion, the statement referred to above presents fairly, in all material respects, the revenues and certain operating expenses described in Note 1 of the Property for the year ended December 31, 2005, in conformity with accounting principles generally accepted in the United States of America.

/s/ The Schonbraun McCann Group LLP

Roseland, New Jersey
September 27, 2006

REPUBLIC SELF STORAGE-SAN ANTONIO

STATEMENT OF REVENUES AND CERTAIN OPERATING EXPENSES

		For the period
		January 1, 2006 through
		June 30, 2006				Year ended
		(Unaudited)				December 31, 2005
Revenues
Base rents		$	132,890			$	174,711
Other income			6,074				12,551
			138,964				187,262
Certain Operating Expenses
Property operating expenses			69,351				128,430
Real estate taxes			34,838				67,353
General and administrative expenses			9,173				7,422
			113,362				203,205
Revenue in excess of certain operating expenses /(Certain operating expenses in excess of Revenues)		$	25,602			$	(15,943	)

See accompanying notes to statement of revenues and certain operating expenses.

REPUBLIC SELF STORAGE-SAN ANTONIO

NOTES TO STATEMENT OF REVENUES AND CERTAIN OPERATING EXPENSES

1. BASIS OF PRESENTATION

     Presented herein are the statements of revenues and certain operating expenses related to the operation of Interstate 10 Self Storage, LP storage facility located in San Antonio, Texas with 676 rental units (the “Property”).

     On September 27, 2006, U-Store It (the “Trust”) acquired the Property.

     The accompanying statement of revenues and certain operating expenses for the year ended December 31, 2005 was prepared for the purpose of complying with the provisions of Article 3.14 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”) which requires certain information with respect to real estate operations to be included with certain filings with the SEC. Accordingly, the revenues and certain operating expenses excludes certain expenses that may not be comparable to those expected to be incurred by the Trust in the proposed future operations of the Property. Items excluded consist of mortgage interest expense, depreciation, management fees and general and administrative expenses not directly related to the future operations.

2. USE OF ESTIMATES

     The preparation of the statements of revenues and certain operating expenses in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the statements of revenues and certain operating expenses and accompanying notes. Actual results could differ from those estimates.

3. REVENUE RECOGNITION

     Revenues relating to the Property are recognized when payments are due. If it is determined after all methods of collection have been exhausted, that the account will not be collected, then it is written off to bad debt expense. The Property is being leased to tenants under operating leases generally on a month to month basis.

4. PROPERTY OPERATING EXPENSES

     The Property’s operating expenses for the year ended December 31, 2005, include $7,968 for insurance, $24,170 for utilities, $10,261 for operating and maintenance costs, $67,015 for payroll and advertising expenses of $19,016. (See Note 5)

     The Property’s operating expenses for the period January 1, 2006 through June 30, 2006 (unaudited) include $4,218 for insurance, $12,562 for utilities, $11,014 for operating and maintenance costs, $32,154 for payroll and advertising expenses of $9,403. (See Note 5)

REPUBLIC SELF STORAGE-SAN ANTONIO

NOTES TO STATEMENT OF REVENUES AND CERTAIN OPERATING EXPENSES

5. ADVERTISING

     Advertising costs are expensed as incurred, $19,016 and $9,403 for 2005 and for the six months ended June 30, 2006 (unaudited), respectively, are included in property operating expenses.

6. INTERIM UNAUDITED FINANCIAL INFORMATION

     The statement of revenues and certain operating expenses for the period January 1, 2006 through June 30, 2006 is unaudited; however, in the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary for a fair presentation of the statement of revenues and certain operating expenses for this interim period has been included. The results of interim periods are not necessarily indicative of the results to be obtained for a full fiscal year.

INDEPENDENT AUDITORS’ REPORT

To the Board of Trustees and Shareholders
U-Store-It Trust
Cleveland, Ohio

     We have audited the accompanying combined statements of revenues and certain operating expenses of the Jernigan Portfolio (the “Properties”) for the years ended December 31, 2005, 2004 and 2003. The statements are the responsibility of the Properties’ management. Our responsibility is to express an opinion on these statements based on our audits.

     We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statements are free from material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Properties’ internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the 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.

     The accompanying combined statements of revenues and certain operating expenses were prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and for inclusion in Form 8-K of U-Store-It Trust, as described in Note 1. This presentation is not intended to be a complete presentation of the Properties’ revenues and expenses.

     In our opinion, the statements referred to above presents fairly, in all material respects, the revenues and certain operating expenses described in Note 1 of the Properties for the years ended December 31, 2005, 2004 and 2003, in conformity with accounting principles generally accepted in the United States of America.

/s/ The Schonbraun McCann Group LLP

Roseland, New Jersey
September 29, 2006

JERNIGAN PORTFOLIO

COMBINED STATEMENTS OF REVENUES AND CERTAIN OPERATING EXPENSES

		For the Period
		January 1, 2006
		Through				Year Ended				Year Ended				Year Ended
		June 30, 2006				December 31,				December 31,				December 31,
		(Unaudited)				2005				2004				2003
Revenues
Base rents		$	2,272,858			$	4,606,184			$	4,422,559			$	4,396,511
Other income			186,034				357,352				337,595				317,900
			2,458,892				4,963,536				4,760,154				4,714,411
Certain Operating Expenses
Property operating expenses			615,591				1,222,971				1,128,307				1,131,418
Real estate taxes			337,498				629,595				541,893				527,400
General and administrative expenses			99,658				219,928				270,161				240,511
			1,052,747				2,072,494				1,940,361				1,899,329
Revenues in excess of certain operating expenses		$	1,406,145			$	2,891,042			$	2,819,793			$	2,815,082

See accompanying notes to combined statements of revenues and certain operating expenses.

JERNIGAN PORTFOLIO

NOTES TO COMBINED STATEMENTS OF REVENUES AND CERTAIN OPERATING EXPENSES

1. BASIS OF PRESENTATION

     Presented herein are the combined statements of revenues and certain operating expenses related to the operation of the following nine storage facilities, collectively (“Jernigan Portfolio” or the “Properties”):

Property Name		Facility Location		Units
1350 N. First St.		Garland, TX			681
1236 Texas St.		Lewisville, TX			452
201 S. I35 E. St.		Denton, TX			516
3300 Southwest Blvd.		Grove City, OH			779
5252 Nike Dr.		Columbus-Hilliard, OH			784
6446 E. Main St.		Reynoldsburg, OH			669
5411 West Broad St.		Columbus, OH			603
3595 Anderson Farm Rd.		Austell, GA			668
43 Old Olden Avenue		Hamilton, NJ			419
					5,571

     The accompanying combined statements of revenues and certain operating expenses for the years ended December 31, 2005, 2004 and 2003 were prepared for the purpose of complying with the provisions of Article 3.14 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”) which requires certain information with respect to real estate operations to be included with certain filings with the SEC. Accordingly, the combined revenues and certain operating expenses exclude certain expenses that may not be comparable to those expected to be incurred by U-Store-It Trust in the proposed future operations of the Properties. Items excluded consist of mortgage interest expense, depreciation, management fees and general and administrative expenses not directly related to the future operations.

2. USE OF ESTIMATES

     The preparation of the combined statements of revenues and certain operating expenses in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the combined statements of revenues and certain operating expenses and accompanying notes. Actual results could differ from those estimates.

3. REVENUE RECOGNITION

     Revenues relating to the Properties are recognized when payments are due. If it is determined after all methods of collection have been exhausted, that the account will not be collected, then it is written off to bad debt expense. The Properties are being leased to tenants under operating leases generally on a month to month basis.

JERNIGAN PORTFOLIO

NOTES TO COMBINED STATEMENTS OF REVENUES AND CERTAIN OPERATING EXPENSES

4. PROPERTY OPERATING EXPENSES

		For the Period
		January 1, 2006
		Through				Year Ended				Year Ended				Year Ended
		June 30, 2006				December 31,				December 31,				December 31,
		(Unaudited)				2005				2004				2003
Insurance		$	39,116			$	77,389			$	71,473			$	67,877
Utilities			119,301				229,782				206,233				187,113
Operating and maintenance costs			84,966				192,958				153,656				186,187
Payroll			295,818				573,207				496,519				479,213
Advertising (see Note 5)			76,390				149,635				200,426				211,028
		$	615,591			$	1,222,971			$	1,128,307			$	1,131,418

5. ADVERTISING

     Advertising costs are expensed as incurred and are included in property operating expenses as follows:

January 1, 2006 through June 30, 2006 (unaudited)		$	76,390
2005		$	149,635
2004		$	200,426
2003		$	211,028

6. INTERIM UNAUDITED FINANCIAL INFORMATION

     The combined statement of revenue and certain operating expenses for the period January 1, 2006 through June 30, 2006 is unaudited; however, in the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary for a fair presentation of the statement of revenue and certain operating expenses for this interim period has been included. The results of interim periods are not necessarily indicative of the results to be obtained for a full fiscal year.

INDEPENDENT AUDITORS’ REPORT

To the Board of Trustees and Shareholders
U-Store-It Trust
Cleveland, Ohio

     We have audited the accompanying statement of revenues and certain operating expenses of Republic Self Storage-Stassney (the “Property”) for the year ended December 31, 2005. The statement is the responsibility of the Property’s management. Our responsibility is to express an opinion on this statement based on our audit.

     We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement is free from material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Property’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

     The accompanying statement of revenues and certain operating expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and for inclusion in Form 8-K of U-Store-It Trust, as described in Note 1. This presentation is not intended to be a complete presentation of the Property’s revenues and expenses.

     In our opinion, the statement referred to above presents fairly, in all material respects, the revenues and certain operating expenses described in Note 1 of the Property for the year ended December 31, 2005, in conformity with accounting principles generally accepted in the United States of America.

/s/ The Schonbraun McCann Group LLP

Roseland, New Jersey
September 27, 2006

REPUBLIC SELF STORAGE-STASSNEY

STATEMENT OF REVENUES AND CERTAIN OPERATING EXPENSES

		For the period
		January 1, 2006 through
		March 31, 2006				Year ended
		(Unaudited)				December 31, 2005
Revenues
Base rents		$	75,323			$	225,551
Other income			6,394				25,612
			81,717				251,163
Certain Operating Expenses
Property operating expenses			35,000				140,772
Real estate taxes			22,704				90,530
General and administrative expenses			4,194				14,472
			61,898				245,774
Revenues in excess of certain operating expenses		$	19,819			$	5,389

See accompanying notes to statement of revenues and certain operating expenses.

REPUBLIC SELF STORAGE-STASSNEY

NOTES TO STATEMENT OF REVENUES AND CERTAIN OPERATING EXPENSES

1. BASIS OF PRESENTATION

     Presented herein are the statements of revenues and certain operating expenses related to the operation of Republic Self Storage Stassney, LP storage facility located in Austin, Texas with 587 rental units (the “Property”). On June 28, 2006 U-Store-It Trust (the “Trust”) acquired the Property.

     The accompanying statement of revenues and certain operating expenses for the year ended December 31, 2005 was prepared for the purpose of complying with the provisions of Article 3.14 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”) which requires certain information with respect to real estate operations to be included with certain filings with the SEC. Accordingly, the revenues and certain operating expenses excludes certain expenses that may not be comparable to those expected to be incurred by the Trust in the proposed future operations of the Property. Items excluded consist of mortgage interest expense, depreciation, management fees and general and administrative expenses not directly related to the future operations.

2. USE OF ESTIMATES

     The preparation of the statement of revenues and certain operating expenses in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the statement of revenues and certain operating expenses and accompanying notes. Actual results could differ from those estimates.

3. REVENUE RECOGNITION

     Revenues relating to the Property are recognized when payments are due. If it is determined after all methods of collection have been exhausted, that the account will not be collected, then it is written off to bad debt expense. The Property is being leased to tenants under operating leases generally on a month to month basis.

4. PROPERTY OPERATING EXPENSES

     The Property’s operating expenses for the year ended December 31, 2005, include $10,528 for insurance, $35,638 for utilities, $12,464 for operating and maintenance costs, $66,004 for payroll and $16,138 for advertising expenses. (See Note 5)

     The Property’s operating expenses for the period January 1, 2006 through March 31, 2006 (unaudited) include $2,639 for insurance, $9,766 for utilities, $1,966 for operating and maintenance costs, $15,993 for payroll and $4,636 for advertising expenses. (See Note 5)

REPUBLIC SELF STORAGE-STASSNEY

NOTES TO STATEMENT OF REVENUES AND CERTAIN OPERATING EXPENSES

5. ADVERTISING

     Advertising costs are expensed as incurred, $16,138 and $4,636 for 2005 and for the three months ended March 31, 2006 (unaudited), respectively, are included in property operating expenses.

6. INTERIM UNAUDITED FINANCIAL INFORMATION

     The statement of revenues and certain operating expenses for the period January 1, 2006 through March 31, 2006 is unaudited; however, in the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary for a fair presentation of the statement of revenues and certain operating expenses for this interim period has been included. The results of interim periods are not necessarily indicative of the results to be obtained for a full fiscal year.

INDEPENDENT AUDITORS’ REPORT

To the Board of Trustees and Shareholders
U-Store-It Trust
Cleveland, Ohio

     We have audited the accompanying combined statements of revenues and certain operating expenses of the SecurCare Portfolio (the “Properties”) for the year ended December 31, 2005. The statement is the responsibility of the Properties’ management. Our responsibility is to express an opinion on this statement based on our audit.

     We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement is free from material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Properties’ internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

     The accompanying combined statements of revenues and certain operating expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and for inclusion in Form 8-K of U-Store-It Trust, as described in Note 1. This presentation is not intended to be a complete presentation of the Properties’ revenues and expenses.

     In our opinion, the statement referred to above presents fairly, in all material respects, the revenue and certain operating expenses described in Note 1 of the Properties for the year ended December 31, 2005, in conformity with accounting principles generally accepted in the United States of America.

/s/ The Schonbraun McCann Group LLP

Roseland, New Jersey
September 29, 2006

SECURCARE PORTFOLIO

COMBINED STATEMENTS OF REVENUES AND CERTAIN OPERATING EXPENSES

		For the period
		January 1, 2006 through
		March 31, 2006				Year ended
		(Unaudited)				December 31, 2005
Revenues
Base rents		$	737,246			$	3,103,640
Other income			28,812				145,552
			766,058				3,249,192
Certain Operating Expenses
Property operating expenses			94,113				384,853
Real estate taxes			93,571				337,121
General and administrative expenses			35,491				140,251
			223,175				862,225
Revenues in excess of certain operating expenses		$	542,883			$	2,386,967

See accompanying notes to combined statements of revenues and certain operating expenses.

SECURCARE PORTFOLIO

NOTES TO COMBINED STATEMENTS OF REVENUES AND CERTAIN OPERATING EXPENSES

1. BASIS OF PRESENTATION

     Presented herein are the combined statements of revenues and certain operating expenses related to the operation of the following five storage facilities, collectively (“SecurCare Portfolio” or the “Properties”):

Location		Units
5815 Arapahoe Ave, Boulder CO			1224
6338 Arapahoe Ave, Boulder CO			784
6405 O’Dell Place, Boulder CO			717
4545 Broadway Street, Boulder CO			132
4667 Broadway Street, Boulder CO			401
			3,258

     On May 10, 2006, U-Store-It Trust (the “Trust”) acquired SecurCare Portfolio. The accompanying combined statements of revenues and certain operating expenses for the year ended December 31, 2005 was prepared for the purpose of complying with the provisions of Article 3.14 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”) which requires certain information with respect to real estate operations to be included with certain filings with the SEC. Accordingly, the combined revenues and certain operating expenses excludes certain expenses that may not be comparable to those expected to be incurred by the Trust in the proposed future operations of the Properties. Items excluded consist of mortgage interest expense, depreciation, management fees and general and administrative expenses not directly related to the future operations.

2. USE OF ESTIMATES

     The preparation of the combined statements of revenues and certain operating expenses in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the combined statements of revenues and certain operating expenses and accompanying notes. Actual results could differ from those estimates.

SECURCARE PORTFOLIO

NOTES TO COMBINED STATEMENTS OF REVENUES AND CERTAIN OPERATING EXPENSES

3. REVENUE RECOGNITION

     Revenues relating to the Properties is recognized when payments are due. If it is determined after all methods of collection have been exhausted, that the account will not be collected, then it is written off to bad debt expense. The Properties are being leased to tenants under operating leases generally on a month to month basis.

4. PROPERTY OPERATING EXPENSES

     The Properties’ operating expenses for the year ended December 31, 2005, include $34,000 for insurance, $75,864 for utilities, $59,218 in operating and maintenance costs, $164,140 in payroll and $51,631 for advertising expenses (see note 5).

     The Properties’ operating expenses for the period January 1, 2006 through March 31, 2006 (unaudited) include $8,637 for insurance, $28,023 for utilities, $6,330 for operating and maintenance costs, $33,244 for payroll and $17,879 for advertising expenses (see note 5).

5. ADVERTISING

     Advertising costs are expensed as incurred, $51,631 and $17,879 for 2005 and for the period ended March 31, 2006 (unaudited), respectively, are included in property operating expenses.

6. INTERIM UNAUDITED FINANCIAL INFORMATION

     The combined statement of revenue and certain operating expenses for the period January 1, 2006 through March 31, 2006 is unaudited; however, in the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary for a fair presentation of the statement of revenues and certain operating expenses for this interim period has been included. The results of interim periods are not necessarily indicative of the results to be obtained for a full fiscal year.

INDEPENDENT AUDITORS’ REPORT

To the Board of Trustees and Shareholders
U-Store-It Trust
Cleveland, Ohio

     We have audited the accompanying combined statement of revenues and certain operating expenses of the Sanford Partners Portfolio (the “Properties”) for the year ended December 31, 2005. The statement is the responsibility of the Properties’ management. Our responsibility is to express an opinion on this statement based on our audit.

     We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement is free from material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Properties’ internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

     The accompanying combined statement of revenues and certain operating expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and for inclusion in Form 8-K of U-Store-It Trust, as described in Note 1. This presentation is not intended to be a complete presentation of the Properties’ revenues and expenses.

     In our opinion, the statement referred to above presents fairly, in all material respects, the revenues and certain operating expenses described in Note 1 of the Properties for the year ended December 31, 2005, in conformity with accounting principles generally accepted in the United States of America.

/s/ The Schonbraun McCann Group LLP

Roseland, New Jersey
September 27, 2006

SANFORD PARTNERS PORTFOLIO

COMBINED STATEMENT OF REVENUES AND CERTAIN OPERATING EXPENSES

		Year ended
		December 31, 2005
Revenues
Base rents		$	1,456,373
Other income			117,649
			1,574,022
Certain Operating Expenses
Property operating expenses			528,859
Real estate taxes			249,812
General and administrative expenses			84,380
			863,051
Revenues in excess of certain operating expenses		$	710,971

See accompanying notes to combined statement of revenues and certain operating expenses.

SANFORD PARTNERS PORTFOLIO

NOTES TO COMBINED STATEMENT OF REVENUES AND CERTAIN OPERATING EXPENSES

1. BASIS OF PRESENTATION

     Presented herein is the combined statement of revenues and certain operating expenses related to the operation of the following four storage facilities, collectively (“Sanford Partners Portfolio” or the “Properties”):

Property Name		Facility Location		Units
Republic Self Storage-Eastchase		Fort Worth, TX			674
Republic Self Storage-Manchaca		Austin, TX			570
Republic Self Storage-Wade		Frisco, TX			629
Republic Self Storage-Mansfield		Mansfield, TX			499
					2,372

     On March 1, 2006, U-Store-It Trust (the “Trust”) acquired Sanford Partners Portfolio. The accompanying combined statement of revenues and certain operating expenses for the year ended December 31, 2005 was prepared for the purpose of complying with the provisions of Article 3.14 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”) which requires certain information with respect to real estate operations to be included with certain filings with the SEC. Accordingly, the combined revenues and certain operating expenses excludes certain expenses that may not be comparable to those expected to be incurred by the Trust in the proposed future operations of the Properties. Items excluded consist of mortgage interest expense, depreciation, management fees and general and administrative expenses not directly related to the future operations.

SANFORD PARTNERS PORTFOLIO

NOTES TO COMBINED STATEMENT OF REVENUES AND CERTAIN OPERATING EXPENSES

2. USE OF ESTIMATES

     The preparation of the combined statements of revenues and certain operating expenses in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the combined statement of revenues and certain operating expenses and accompanying notes. Actual results could differ from those estimates.

3. REVENUE RECOGNITION

     Revenues relating to the Properties is recognized when payments are due. If it is determined after all methods of collection have been exhausted, that the account will not be collected, then it is written off to bad debt expense. The Properties are being leased to tenants under operating leases generally on a month to month basis.

4. PROPERTY OPERATING EXPENSES

     The Properties’ operating expenses for the year ended December 31, 2005, include $40,690 for insurance, $115,053 for utilities, $57,412 in operating and maintenance costs, $224,615 in payroll, and advertising expenses of $91,089 (see note 5).

5. ADVERTISING

     Advertising costs are expensed as incurred, $91,089 for 2005, and are included in property operating expenses.

SIGNATURE

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