UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

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

U-STORE-IT TRUST

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

 

(Address of Principal Executive Offices) (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))

 

 

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

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

(a) Financial Statements of Businesses Acquired.

National Self Storage Operating Entities

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

(b) Pro Forma Financial Information.

			Unaudited Pro Forma Condensed Consolidated Financial Information.
			Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2005.
			Notes to the Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2005.
			Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Six Months Ended June 30, 2005.
			Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Twelve Months Ended December 31, 2004.
			Notes to the Unaudited Pro Forma Condensed Consolidated Statements of Operations.

U-STORE-IT TRUST

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

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

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

Presentation

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

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

Notes

(1)

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

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

(2)

Reflects financing transactions which U-Store-It Trust completed subsequent to June 30, 2005 and a currently probable financing transaction. Proceeds from the completed mortgage loans were primarily used to fund acquisitions subsequent to June 30, 2005 including the acquisition of self-storage facilities from National Self Storage in July 2005 and two individual facilities in New Jersey in July 2005. The remaining amounts were and will be used to repay borrowings under our revolving credit facility.

(i)

Reflects net cash provided by completed and probable financing transactions:

Multi-facility 5.13% fixed rate mortgage due 2012		$	80,000
Multi-facility 4.96% fixed rate mortgage due 2012			80,000
Multi-facility 5.98% fixed rate mortgage due 2015			75,000	(a)
Less cash paid for new loan procurement costs			(2,576	)
Less repayment of revolving credit facility			(65,000	)
Net cash received as part of financing transactions		$	167,424

(ii)

Represents adjustments to loan procurement costs from the completed and probable financing transactions:

Multi-facility 5.13% mortgage loan, due 2012		$	1,158
Multi-facility 4.96% fixed rate mortgage due 2012			1,018
Multi-facility 5.98% fixed rate mortgage due 2015			400	(a)
Adjustments to loan procurement costs from completed and probable financial transactions:		$	2,576

(iii)

As part of the completed and probable financing transactions, we will increase total debt by:

Multi-facility 5.13% fixed rate mortgage due 2012		$	80,000
Multi-facility 4.96% fixed rate mortgage due 2012			80,000
Multi-facility 5.98% fixed rate mortgage due 2015			75,000	(a)
Less repayment of revolving credit facility			(65,000	)
Net increase in debt		$	170,000

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

Paid from cash on hand		$	71,700	(i)
Fair value of debt and other net liabilities assumed			169,910	(ii)
Operating partnership units granted at fair value			61,500
Aggregate acquisition cost		$	303,110

(i) Reflects cash on hand used for the purchase of the facilities; a portion of this cash was provided by financing described above					$	(71,700	)
(ii) As part of the completed facility acquisition transactions, total debt and other liabilities increased by:

Borrowing under the revolving credit facility		$	86,537
Debt assumed between July 1, 2005 and July 31, 2005 related to National Self Storage acquisition:
Mortgage loans collateralized by certain facilities of National Self Storage due from 2007 to 2014, effective interest rates ranging from 5.00% to 5.59% per annum			42,794	(a)
Mortgage loans collateralized by certain facilities of National Self Storage due 2006, stated interest rate 8.02% per annum			40,211
Total debt			169,542
Other liabilities assumed:
Accounts payable and accrued expenses			95
Rents received in advance			195
Security deposits			78
			368
Total debt and other net liabilities		$	169,910

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

(iii) The allocation of the aggregate acquisition cost to the assets acquired is as follows:
Storage facilities		$	303,012
Other assets			98
Total assets acquired		$	303,110
(iv) Reflects the adjustment to minority interest as a result of capital transactions executed during 2005:
Operating partnership units granted at fair value		$	61,500
Dilution adjustment			(27,360	)(b)
Minority interest		$	34,140

(4)

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

        The acquisition cost for the facilities is calculated as follows:

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

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

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

U-STORE-IT TRUST

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

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

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

Presentation

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

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

Notes

(1)

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

(2)

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

(i)

Reflects net increase in interest expense as a result of completed and probable financing transactions:

Multi-facility 5.13% fixed rate mortgage due 2012		$	2,024
Multi-facility 4.96% fixed rate mortgage due 2012			1,957
Multi-facility 5.98% fixed rate mortgage due 2015			2,212	(a)
Less repayment of revolving credit facility			(746	)
Net increase in interest expense		$	5,447

(ii)

Represents adjustments to loan procurement expense related to the completed and probable financing transactions:

Multi-facility 5.13% fixed rate mortgage due 2012		$	83
Multi-facility 4.96% fixed rate mortgage due 2012			73
Multi-facility 5.98% fixed rate mortgage due 2015			20	(a)
		$	176

(a)

We expect to enter into a multi-facility fixed rate mortgage loan in October 2005 in the amount of up to $75,000, which loan will bear interest at 5.98% and mature in October 2015. We assumed the obligation to enter into this loan in connection with the National Self Storage acquisition.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in Thousands)

								A-1												Frisco								A-1								National												Elizabeth &																								Total Completed
				Ford				Self				Option				Liberty				I & II,				Ocoee,				Self				Extra				Self				Tempe,				Clifton,				Hoboken,							Pensacola,				Miami,													Facility
				Storage				Storage				Facilities				Self-Stor(d)				TX				FL				Storage				Closet				Storage				AZ				NJ				NJ			Colorado				FL				FL					Texas				Adjustments				Acquisitions
TOTAL FACILITIES					5				4				3				17				2				1				1				2				70				1				1				2			7				1				2					4								123
REVENUES:
	Rental income			$	305			$	446			$	256			$	1,200			$	362			$	170			$	277			$	308			$	12,103			$	178			$	793			$	520		$	1,190				389			$	770				$	772							$	20,039
	Other property related income								16				10				31								19				9				8				620				12				38				92			48				9				5					59								976
		Total revenues			305				462				266				1,231				362				189				286				316				12,723				190				831				612			1,238				398				775					831				0				21,015
OPERATING EXPENSES:
	Property operating expenses				148				148				90				480				43				65				118				214				4,835				81				310				312			553				102				369					405			$	262	(b)			8,535
	Depreciation																																																																				6,784	(a)			6,784
	General and administrative/ management fees to related party				18				12				17												11				15								671								35				39			62				23				83					27				(814	)(b)			199
		Total operating expenses			166				160				107				480				43				76				133				214				5,506				81				345				351			615				125				452					432				6,232				15,518
OPERATING INCOME					139				302				159				751				319				113				153				102				7,217				109				486				261			623				273				323					399				(6,232	)			5,497
OTHER EXPENSE:
	Interest expense																																																																				4,939	(c)			4,939
	Loan procurement amortization expense
		Total other expense			0				0				0				0				0				0				0				0				0				0				0				0			0				0				0					0				4,939				4,939
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE MINORITY INTEREST					139				302				159				751				319				113				153				102				7,217				109				486				261			623				273				323					399				(11,171	)			558
	Minority interest
INCOME (LOSS) FROM CONTINUING OPERATIONS				$	139			$	302			$	159			$	751			$	319			$	113			$	153			$	102			$	7,217			$	109			$	486			$	261		$	623			$	273			$	323				$	399			$	(11,171	)		$	558

	Amount of storage facility acquisitions closed as of June 30, 2005	$	134,711
	Amount of storage facility acquisitions closed from July 1, 2005 to September 27, 2005		303,012
		$	437,723	, with $324,927 allocated to buildings and $112,796 allocated to land.

Depreciation expense for acquisitions made prior to June 30, 2005 was only adjusted for depreciation expense not already reflected in the historical financial statements.

(b)

Management fees of $1,013 are eliminated as these represent fees paid to an unaffiliated management company that will no longer be incurred. Additional costs of $461 are anticipated to be incurred to manage the new facilities purchased. Adjustment reflects net difference between these expenses.

(c)

Represents additional interest expense from debt assumed in connection with completed facility transactions:

Additional interest on loan assumed between January 1, 2005 and June 30, 2005:

Mortgage loan collateralized by Frisco II, TX facility, due 2014, effective interest rate of 5.25% per annum		$	58

Interest on loans assumed between July 1, 2005 and September 27, 2005:

Mortgage loans collateralized by certain facilities of National Self Storage due from 2007 to 2014, effective interest rates ranging from 5.00% to 5.59% per annum			1,097
Mortgage loans collateralized by certain facilities of National Self Storage due 2006, stated interest rate 8.02% per annum			1,612
Interest from borrowings under our revolving credit facility related to acquisitions completed subsequent to June 30, 2005			2,172
Total increase in interest expense		$	4,939

(d)

Results of operations exclude one facility which was sold in the second quarter of 2005.

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

(4)

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

																				Total
																				Probable
								Dallas,				Jacksonville,								Facility
				Texas				TX				FL				Adjustments				Acquisitions
TOTAL FACILITIES					8	(d)			8				1	(e)							17
REVENUES:
	Rental income			$	955			$	1,658											$	2,613
	Other property related income				85																85
		Total revenues			1,040				1,658				0				0				2,698
OPERATING EXPENSES:
	Property operating expenses				702				254							$	36	(b)			992
	Depreciation																1,558	(a)			1,558
	General and administrative				41												(13	)(b)			28
		Total operating expenses			743				254				0				1,581				2,578
OPERATING INCOME (EXPENSE)					297				1,404				0				(1,581	)			120
OTHER EXPENSE:
	Interest expense																358	(c)			358
	Loan procurement amortization expense
		Total other expense			0				0				0				358				358
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE MINORITY INTEREST					297				1,404				0				(1,939	)			(238	)
	Minority interest
INCOME (LOSS) FROM CONTINUING OPERATIONS				$	297			$	1,404			$	0			$	(1,939	)		$	(238	)