UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark one)

x                              Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended June 30, 2007

 

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)

 

 

(440) 234-0700

(Registrant’s Telephone Number, Including Area Code)

 

 

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 (or for such shorter period that the registrant was required to file such reports), 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 is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one).

Large accelerated filer x         Accelerated filer o         Non-accelerated filer o

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

Indicate the number of shares outstanding of each of the issuer’s classes of common shares, as of the latest practicable date:

 

U-STORE-IT TRUST
TABLE OF CONTENTS

Part I. FINANCIAL INFORMATION
Item 1.		Financial Statements			3
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			18
Item 3.		Quantitative and Qualitative Disclosures About Market Risk			28
Item 4.		Controls and Procedures			29
Part II. OTHER INFORMATION
Item 1.		Legal Proceedings				31
Item 1A.		Risk Factors				31
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds				31
Item 4.		Submission of Matters to a Vote of Security Holders				31
Item 5.		Other Information				31
Item 6.		Exhibits				32

 

Forward-Looking Statements

This Quarterly Report on Form 10-Q, together with other statements and information publicly disseminated by U-Store-It Trust (“we,” “us,” “our” or the “Company”), contains 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 assumptions and expectations that may not be realized and are inherently subject to risks, uncertainties and other factors, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Although we believe the expectations reflected in these forward-looking statements are based on reasonable assumptions, future events and actual results, performance, transactions or achievements, financial and otherwise, may differ materially from the results, performance, transactions or achievements 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:

·         national and local economic, business, real estate and other market conditions;

·         the competitive environment in which we operate;

·         the execution of our business plan;

·         financing risks;

·         increases in interest rates and operating costs;

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

·         acquisition and development risks;

·         changes in real estate and zoning laws or regulations;

·         risks related to natural disasters;

·         potential environmental and other liabilities;

·         material weaknesses in our internal control over financial reporting;

·         other factors affecting the real estate industry generally or the self-storage industry in particular

·         the risk that the consummation of the Settlement Agreement and related agreements (as described in note eleven to the financial statements presented in Item 1 of Part I) does not occur; and

·         other risks identified in our 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.

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 in securities laws.

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

U-STORE-IT TRUST AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
(unaudited)

		June 30,			December 31,
		2007			2006
ASSETS
Storage facilities		$	1,784,051		$	1,771,864
Accumulated depreciation		(235,193		)	(205,049		)
		1,548,858			1,566,815
Cash and cash equivalents		3,443			19,716
Restricted cash		16,865			14,126
Loan procurement costs - net of amortization		6,673			7,575
Other assets		10,361			6,475
Due from related parties		1,358			632
Total assets		$	1,587,558		$	1,615,339
LIABILITIES AND SHAREHOLDERS’ EQUITY
Revolving credit facility		$	107,500		$	90,500
Unsecured term loan		200,000			200,000
Mortgage loans and notes payable		583,427			588,930
Accounts payable and accrued expenses		21,868			22,590
Due to related parties		119			336
Distributions payable		18,196			18,197
Deferred revenue		10,437			9,740
Security deposits		608			655
Total liabilities		942,155			930,948
Minority interests		52,921			56,898
Commitments and contingencies
Shareholders’ Equity
Common shares $.01 par value, 200,000,000 shares authorized, 57,495,530 and 57,335,490 shares issued and outstanding at June 30, 2007 and December 31, 2006, respectively		575			573
Additional paid in capital		796,076			794,632
Accumulated deficit		(204,169		)	(167,712		)
Total shareholders’ equity		592,482			627,493
Total liabilities and shareholders’ equity		$	1,587,558		$	1,615,339

 

See accompanying notes to the unaudited condensed consolidated financial statements.

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U-STORE-IT TRUST AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)

		Three Months Ended June 30,						Six Months Ended June 30,
		2007			2006			2007			2006
					(as restated, see note 2)						(as restated, see note 2)
REVENUES
Rental income		$	51,753		$	49,268		$	102,512		$	93,885
Other property related income		4,433			3,597			8,693			6,678
Other - related party		122			98			239			213
Total revenues		56,308			52,963			111,444			100,776
OPERATING EXPENSES
Property operating expenses		22,315			20,875			45,365			39,637
Property operating expenses - related party		14			12			51			32
Depreciation		16,722			15,641			33,407			30,221
General and administrative		5,648			4,132			11,563			9,521
General and administrative - related party		118			273			219			450
Total operating expenses		44,817			40,933			90,605			79,861
OPERATING INCOME		11,491			12,030			20,839			20,915
OTHER INCOME (EXPENSE)
Interest:
Interest expense on loans		(12,955		)	(10,888		)	(25,732		)	(20,797		)
Loan procurement amortization expense		(445		)	(512		)	(889		)	(973		)
Write-off of loan procurement cost due to early extinguishment of debt		—			—			—			(1,273		)
Interest income		91			159			204			1,042
Other		—			(102		)	(6		)	(60		)
Total other expense		(13,309		)	(11,343		)	(26,423		)	(22,061		)
INCOME (LOSS) BEFORE MINORITY INTERESTS AND DISCONTINUED OPERATIONS		(1,818		)	687			(5,584		)	(1,146		)
MINORITY INTERESTS		149			(57		)	458			96
INCOME (LOSS) FROM CONTINUING
OPERATIONS		(1,669		)	630			(5,126		)	(1,050		)
DISCONTINUED OPERATIONS
Income from operations		17			103			118			162
Gain on disposition of discontinued operations		2,122			—			2,122			—
Minority interest attributable to discontinued operations		(175		)	(9		)	(184		)	(13		)
Income from discontinued operations		1,964			94			2,056			149
NET INCOME (LOSS)		$	295		$	724		$	(3,070	)	$	(901	)
Basic and diluted earnings (loss) per share from continuing operations		$	(0.03	)	$	0.01		$	(0.09	)	$	(0.02	)
Basic and diluted earnings per share from discontinued operations		$	0.03		$	0.00		$	0.04		$	0.00
Basic and diluted earnings (loss) per share		$	—		$	0.01		$	(0.05	)	$	(0.02	)
Weighted-average basic shares outstanding		57,438			57,325			57,429			57,286
Weighted-average diluted shares outstanding		57,438			57,399			57,429			57,286
Distributions declared per common share and unit		$	0.29		$	0.29		$	0.58		$	0.58

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

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U-STORE-IT TRUST AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)

		Six Months Ended June 30,
		2007			2006
					(as restated, see note 2)
Operating Activities
Net loss		$	(3,070	)	$	(901	)
Adjustments to reconcile net loss to cash provided by operating activities:
Depreciation and amortization		34,312			31,382
Gain on disposition of discontinued operations		(2,122		)	—
Equity compensation expense		754			353
Accretion of fair market value of debt		(144		)	(400		)
Early extinguishment of debt		—			1,273
Minority interests		(274		)	(83		)
Changes in other operating accounts:
Other assets		(4,651		)	(1,613		)
Accounts payable and accrued expenses		(891		)	(38		)
Other liabilities		642			(33		)
Net cash provided by operating activities		$	24,556		$	29,940
Investing Activities
Acquisitions, additions and improvements to storage facilities		(25,503		)	(267,687		)
Acquisitions, additions and improvements to storage facilities - related party		—			(27		)
Sales of properties		12,161			42
Proceeds from sales of marketable securities		—			114,170
Investment in marketable securities		—			(19,000		)
Insurance settlements		—			1,712
Increase in restricted cash		(2,739		)	(773		)
Net cash used in investing activities		$	(16,081	)	$	(171,563	)
Financing Activities
Proceeds from:
Revolving credit facility		36,500			88,000
Short-term financing		—			30,000
Principal payments on:
Revolving credit facility		(19,500		)	—
Mortgage loans and notes payable		(5,359		)	(4,563		)
Short term financing		—			(30,000		)
Capital lease obligations		—			(23		)
Distributions paid to shareholders		(33,373		)	(33,276		)
Distributions paid to minority partners		(3,016		)	(3,011		)
Loan procurement costs		—			(976		)
Proceeds from exercise of stock options		—			1,457
Net cash provided by (used in) financing activities		$	(24,748	)	$	47,608
Decrease in cash and cash equivalents		(16,273		)	(94,015		)
Cash and cash equivalents at beginning of period		19,716			101,679
Cash and cash equivalents at end of period		$	3,443		$	7,664
Supplemental Cash Flow Information
Cash paid for interest, net of interest capitalized		$	26,032		$	19,644
Supplemental disclosure of noncash activities:
Storage facilities acquired through the assumption of a mortgage loan		$	—		$	21,104
Other assets and liabilites (net) acquired as part of storage facility acquisitions		$	—		$	1,010

 

See accompanying notes to the unaudited condensed consolidated financial statements.

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U-STORE-IT TRUST AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.  ORGANIZATION AND NATURE OF OPERATIONS

U-Store-It Trust, a Maryland real estate investment trust (collectively with its subsidiaries, “we” 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.  As of June 30, 2007, the Company owned 397 self-storage facilities (collectively, the “Properties”) containing an aggregate of approximately 25.2 million square feet.  The Properties are located in 26 states throughout the United States.

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 June 30, 2007, owned a 91.8% 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.  In addition to managing the Properties, the Management Company managed approximately 1.1 million square feet related to facilities owned by related parties as of June 30, 2007. The Company owns 100% of U-Store-It Mini Warehouse Co. (the “TRS”), which it has elected to treat 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.  RESTATEMENTS OF PREVIOUSLY ISSUED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 Subsequent to the issuance of the Company’s 2005 financial statements, the Audit Committee of the Board of Trustees of the Company, upon recommendation from management, concluded that the previously issued financial statements contained errors related to the Company’s classification of auction rate securities held at December 31, 2005 as cash and cash equivalents.  As a result, the Company is restating its previously issued financial statements as of and for the three and six months ended June 30, 2006.

In the quarter ended September 30, 2006, the Company early adopted Staff Accounting Bulletin No. 108 “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (“SAB 108”).  As a result of the discovery of the error described above, the Company is restating its previously issued financial statements to reflect, in the appropriate periods, the correction of the errors originally corrected via an adjustment of the Company’s January 1, 2006 accumulated deficit in accordance with SAB 108.

The following is a description of the nature of the errors being corrected in the restatement:

Cash and Cash Equivalents

The Company adjusted its Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2006 to change the classification of outstanding checks from “Accounts payable and accrued expenses” to “Cash and cash equivalents.”  This adjustment had no effect on the Condensed Consolidated  Statement of Operations.

Auction Rate and Other Marketable Securities

The Company adjusted its Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2006 to change the classification of approximately $89.8 million of auction rate and approximately $5.4 million of other variable rate demand note securities from “Cash and cash equivalents” to “Marketable Securities.” Auction rate and variable rate demand note securities are securities that have stated maturities beyond three months, but are priced and traded as short-term investments due to the liquidity provided through an auction mechanism. The definition of a cash equivalent does not include these securities. This adjustment resulted in changes to the opening cash and cash equivalents balance in the Statement of Cash Flows for the six months ended June 30, 2006, and had no effect on the Condensed Consolidated  Statement of Operations.

Restricted Cash

The Company adjusted its Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2006 to change the classification of certain deposits related to facilities encumbered with mortgage loans from “Cash and cash equivalents” to “Restricted Cash.”  This adjustment resulted in changes to the opening cash and cash equivalents balance in the Statement of Cash Flows for the six months ended June 30, 2006, and had no effect on the Condensed Consolidated  Statement of Operations.

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Loan Procurement Costs

 

The Company adjusted its Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2006 to reflect a change in amortization period of certain loan procurement costs, associated with debt instruments with increasing interest rates. The loan procurement costs were being amortized over a period inconsistent with the determination of the debt instruments’ interest cost.

Other Assets / Rental Income

The Company adjusted its Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2006 for adjustments to certain leasing transactions. The misstatement related to the period in which the revenue related to certain tenants had been recognized.

Accounts Payable and Accrued Expense

The Company adjusted its Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2006 to accrue for utility costs at period end and workers compensation expense that had been understated as a result of erroneous information used to previously calculate the expense.

Related Party Revenue

The Company adjusted its Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2006 to change the classification of management fee revenue earned through the Company’s management of certain facilities owned by related parties from “Rental income” to “Other-related party.”

In addition, the Company adjusted its Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2006 to correct the presentation of the change in accounts payable related to real estate investment as an Investing Activity where it had previously been reported as an Operating Activity, and the Company added disclosure regarding cash paid for interest, net of interest capitalized.

The following tables recap the adjustments described above:

								Discontinued
		Previously Reported			Restatement Adjustment			Operations (see Note 10)			As Restated
		(in thousands)
For the three months ended June 30, 2006
Statement of Operations
Rental income		$	48,822		$	852		$	(406	)	$	49,268
Other - related party		$	—		$	98		$	—		$	98
Total revenues		$	52,440		$	950		$	(427	)	$	52,963
Property operating expenses		$	20,954		$	61		$	(140	)	$	20,875
Total operating expenses		$	41,105		$	61		$	(233	)	$	40,933
Operating income		$	11,335		$	889		$	(194	)	$	12,030
Loan procurement amortization expense		$	(447	)	$	(67	)	$	2		$	(512	)
Total other expense		$	(11,367	)	$	(67	)	$	91		$	(11,343	)
Income (loss) before minority interest		$	(32	)	$	822		$	(103	)	$	687
Minority interests		$	2		$	(68	)	$	9		$	(57	)
Net income (loss)		$	(30	)	$	754		$	—		$	724
Diluted earnings (loss) per share		$	(0.00	)	$	0.01		$	—		$	0.01

 

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								Discontinued
		Previously Reported			Restatement Adjustment			Operations (see Note 10)			As Restated
		(in thousands)
For the six months ended June 30, 2006
Statement of Operations
Rental income		$	93,849		$	819		$	(783	)	$	93,885
Other - related party		$	—		$	213		$	—		$	213
Total revenues		$	100,568		$	1,032		$	(824	)	$	100,776
Property operating expenses		$	39,814		$	118		$	(295	)	$	39,637
Total operating expenses		$	80,223		$	118		$	(480	)	$	79,861
Operating income		$	20,345		$	914		$	(344	)	$	20,915
Loan procurement amortization expense		$	(842	)	$	(134	)	$	3		$	(973	)
Total other expense		$	(22,109	)	$	(134	)	$	182		$	(22,061	)
Loss before minority interests		$	(1,764	)	$	780		$	(162	)	$	(1,146	)
Minority interests		$	147		$	(64	)	$	13		$	96
Net loss		$	(1,617	)	$	716		$	—		$	(901	)
Diluted loss per share		$	(0.03	)	$	0.01		$	—		$	(0.02	)
Statement of Cash Flows
Cash Flows from Operating Activities:
Net loss		$	(1,617	)	$	716		$	—		$	(901	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		$	31,248		$	134		$	—		$	31,382
Minority interests		$	(147	)	$	64		$	—		$	(83	)
Changes in other operating accounts
Other assets		$	(350	)	$	(1,263	)	$	—		$	(1,613	)
Accounts payable and accrued expenses		$	112		$	(150	)	$	—		$	(38	)
Net cash provided by operating activities		$	30,439		$	(499	)	$	—		$	29,940
Cash Flows from Investing Activities:
Acquisitions, additions and improvements to storage facilities		$	(266,669	)	$	(1,018	)	$	—		$	(267,687	)
Proceeds from sale of marketable securities		$	—		$	114,170		$	—		$	114,170
Investment in marketable securities		$	—		$	(19,000	)	$	—		$	(19,000	)
Increase in restricted cash		$	(724	)	$	(49	)	$	—		$	(773	)
Net cash used in investing activites		$	(265,666	)	$	94,103		$	—		$	(171,563	)
Decrease in cash and cash equivalents		$	(187,619	)	$	93,604		$	—		$	(94,015	)
Cash and cash equivalents at beginning of period		$	201,098		$	(99,419	)	$	—		$	101,679
Cash and cash equivalents at end of period		$	13,479		$	(5,815	)	$	—		$	7,664

 

3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation — The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of financial position, results of operations and cash flows for the interim periods presented in accordance with generally accepted accounting principles (“GAAP”). Accordingly, readers of this Quarterly Report on Form 10-Q should refer to the Company’s audited financial statements prepared in accordance with GAAP, and the related notes thereto, for the year ended December 31, 2006, which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, as certain footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this report pursuant to the rules of the SEC. The results of operations for the three and six months ended June 30, 2007 and 2006 are not necessarily indicative of the results of operations to be expected for any future period or the full year.

Recent Accounting Pronouncements

In February 2007, the FASB issued Statement No. 159, The Fair Value Option for Financial Assets and Liabilities Including an Amendment of FASB Statement No. 115, (SFAS 159). This Statement permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. The Statement also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. The Statement is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted. We are evaluating the impact, if any, of the adoption of this Statement on our consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS No. 157”). SFAS No. 157 provides guidance for using fair value to measure assets and liabilities. This statement clarifies the principle that fair value should be based on the assumptions that market participants would use when pricing the asset or liability. SFAS No. 157 establishes a fair value hierarchy, giving the highest priority to quoted prices in active markets and the lowest priority to unobservable data. SFAS No. 157 applies whenever other standards require assets or liabilities to be measured at fair value. This statement is effective in fiscal years beginning after November 15, 2007. The Company believes that the adoption of this standard on January 1, 2008 will not have a material effect on our consolidated financial statements.

In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109 (“FIN 48”).  FIN 48 clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  FIN 48 also provides guidance on description, classification, interest and penalties, accounting in interim periods, disclosure and transition.  FIN 48 became effective for the Company on January 1, 2007.  The adoption of this standard had no material impact on the consolidated financial statements.

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4.  STORAGE FACILITIES

The Company’s real estate assets are summarized as follows:

 

The following table summarizes the Company’s acquisition and disposition activity during the period January 1, 2006 to June 30, 2007:

 

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The following table summarizes the change in number of self-storage facilities during 2006 and the six months ended June 30, 2007:

 

5.  REVOLVING CREDIT FACILITY AND UNSECURED TERM LOAN

As of June 30, 2007, the Company and its Operating Partnership had in place a three-year $450 million unsecured credit facility, including $200 million in an unsecured term loan and $250 million in unsecured revolving loans, for which the outstanding balance was $307.5 million and was comprised of $200 million of term loan borrowings and $107.5 million of unsecured revolving loans.  As of June 30, 2007, the Company had approximately $142.5 million available under the Company’s credit facility.  Borrowings under the credit facility bear 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.  The Eurodollar rate is a rate of interest that is fixed for interest periods of one, two, three or six months based on the LIBOR rate determined two business days prior to the commencement of the applicable interest period.  The applicable margin for the Eurodollar rate will vary from 1.00% to 1.50% depending on our leverage ratio prior to achieving an investment grade rating, and will vary from 0.425% to 1.00% depending on our credit rating after achieving an investment grade rating.  This credit facility is scheduled to terminate on November 20, 2009, with an option for the Company to extend the termination date to November 20, 2010. At June 30, 2007, borrowings under the unsecured credit facility had a weighted average interest rate of 6.47%. The Company was in compliance with all financial covenants at June 30, 2007.

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6.  MORTGAGE LOANS AND NOTES PAYABLE

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

 

The following table presents the future principal payment requirements on outstanding mortgage loans at June 30, 2007 (in thousands):

 

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7.  MINORITY INTERESTS

Operating Partnership minority interests relate to the interests in the Operating Partnership that are not owned by the Company, which at June 30, 2007 and December 31, 2006 amounted to approximately 8.2% and 8.3%, respectively.  These minority interests consist of Operating Partnership units that 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 or cash based upon the fair market value of an equivalent number of common shares. The market value of the Company’s common shares for this purpose 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 days before the day on which the Company received the redemption notice.

 

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.

Acquisition of Facilities

In connection with the Company’s initial public offering (the “IPO”), the Company entered into option agreements with Rising Tide Development, a company owned and controlled by Robert J. Amsdell and Barry L. Amsdell, to acquire 18 self-storage facilities, consisting, as of June 30, 2007, of 14 facilities owned by Rising Tide Development, one facility which Rising Tide Development has the right to acquire from an unaffiliated third party and three facilities which have since been acquired by the Company pursuant to the exercise of its options. The options become exercisable with respect to each particular self-storage facility if and when that facility achieves a month-end occupancy level of 85% for three consecutive months. The purchase price will be equal to the lower of (i) a price determined by multiplying in-place net operating income at the time of purchase by 12.5 and (ii) the fair market value of the option facility as determined by an appraisal process involving third party appraisers. The Company’s option to acquire these facilities will expire on October 27, 2008. The determination to purchase any of the option facilities will be made by the independent members of the Company’s Board of Trustees.  During 2005, the Company exercised its option to purchase three of these facilities for an aggregate purchase price of approximately $17.4 million, consisting of an aggregate of $6.8 million in Operating Partnership units and $10.6 million in cash after a price reduction of $1.7 million of consideration in May 2005. The price reduction resulted from a discovery that the calculation of the March purchase price was not made in accordance with the terms specified in the option agreement, which resulted in the overpayment. As described in Note 11 below, the Company entered into a Purchase Agreement with respect to 14 of the remaining option facilities, and upon closing of the Company’s purchase of these facilities the option agreement will terminate. On May 14, 2005, the Company entered into an agreement with Rising Tide Development pursuant to which 100,202 units in the Operating Partnership previously issued to Rising Tide Development were cancelled and $28,057 in cash (representing the distribution paid with respect to such units in April 2005) was returned to the Company.

The Company, in accordance with a contract signed on April 3, 2006, acquired nine self-storage facilities from Jernigan Property Group on July 27, 2006 for consideration of approximately $45.3 million. Our President and Chief Executive Officer, Dean Jernigan, serves as President of Jernigan Property Group and has a 20% beneficial interest in one self-storage facility partially owned by Jernigan Property Group and related companies and partnerships. Mr. Jernigan has agreed that he will not expand his interest, ownership or activity in the self-storage business. Given Mr. Jernigan’s appointment as a Trustee and the President and Chief Executive Officer of the Company on April 24, 2006, this transaction was subject to review and final approval by a majority of the independent members of the Company’s Board of Trustees. Mr. Jernigan has discontinued all involvement in the day-to-day management or operation of the Jernigan Property Group.

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Management Services

Effective October 27, 2004, YSI Management LLC, a wholly-owned subsidiary of the Operating Partnership, entered into a management contract with Rising Tide Development to provide property management services to the option facilities for a fee equal to the greater of 5.35% of the gross revenues of each facility or $1,500 per facility per month. Management fees earned by YSI Management LLC, from Rising Tide Development, were approximately $0.1 million and $0.2 million, respectively for the three and six month periods ended June 30, 2007 and 2006, and are included in other related party revenues. Accounts receivable from Rising Tide Development at June 30, 2007 and December 31, 2006 were approximately $1.4 million and $0.6 million, respectively, and are included in due from related parties. These amounts represent expenses paid on behalf of Rising Tide Development by YSI Management LLC and proceeds from the sale of ancillary items that will be reimbursed under standard business terms. Upon closing of the Company’s purchase of 14 facilities, as described in Note 11 below, the management contract will terminate.

Historically, the Company engaged Amsdell Construction, a company owned by Robert J. Amsdell and Barry L. Amsdell, to maintain and improve its self-storage facilities. The total payments incurred by the Company to Amsdell Construction during 2006 was approximately $42,000 (approximately $27,000 for the six months ended June 30, 2006). The Company did not engage Amsdell Construction during 2007.

Corporate Office Leases

During 2005 and 2006, the Operating Partnership entered into various office lease agreements with Amsdell and Amsdell, an entity owned by Robert J. Amsdell and Barry L. Amsdell.  Pursuant to these lease agreements, during 2006 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 terms, 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

(1)          The 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 2006, 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 the Operating Partnership reimburse Amsdell and Amsdell for certain maintenance and improvements to the leased office space.  The aggregate amount of payments by us to Amsdell and Amsdell under these lease agreements for each of the three and six months ended June 30, 2007 and 2006 was approximately $0.1 and $0.2 million, respectively.

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Total future minimum rental payments under the related party lease agreements entered into as of June 30, 2007 are as follows:

 

Aircraft Lease

The Company chartered an aircraft from Aqua Sun Investments, L.L.C. (“Aqua Sun”), a company owned by Robert J. Amsdell and Barry L. Amsdell. The Company was under contract pursuant to a timesharing agreement to reimburse Aqua Sun at the rate of $1,250 for each hour of use of the aircraft and the payment of certain expenses associated with the use of the aircraft. As described in the paragraph below, effective June 30, 2005 the timesharing agreement was terminated by mutual agreement of the parties thereto and was replaced on July 1, 2005 with a non-exclusive aircraft lease agreement with Aqua Sun (the “Aircraft Lease”). The Company’s independent Trustees approved the terms of, and the entry into, the Aircraft Lease by the Operating Partnership.

The Operating Partnership may lease for corporate use from time to time an airplane owned by Aqua Sun at an hourly rate of $1,450 per flight hour. Aqua Sun is responsible for various costs associated with operation of the airplane, including insurance, storage and maintenance and repair, but the Operating Partnership is responsible for fuel costs and the costs of pilots and other cabin personnel required for its use of the airplane. The Aircraft Lease, which was effective as of July 1, 2005, had a one-year term and was terminated on June 30, 2006. The total amounts incurred for such aircraft charters described above by the Company for the three and six months ended in June 30, 2006 was approximately $0.1 million and $0.2 million, respectively. No amounts were incurred during 2007.

Other

During the fourth quarter of 2006, the Company engaged a consultant to assist us in establishing certain development protocols and processes. In connection with that assignment, our outside consultant utilized the services of Dean Jernigan’s son-in-law. Our payments for his son-in-law’s services totaled approximately $55,000 in 2007.

The Company engaged Dunlevy Building Systems Inc., a company owned by John Dunlevy, a brother-in-law of Robert J. Amsdell and Barry L. Amsdell, for construction, zoning consultant and general contractor services at certain of its self-storage facilities. The total payments incurred by the Company to Dunlevy Building Systems Inc. for the three and six months ended June 30, 2006 were approximately $8,000 and $19,000, respectively.  No amounts were incurred during 2007.

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 and the Registration Statement was effective upon filing and remains effective.

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9.  PRO FORMA FINANCIAL INFORMATION

During 2006, the Company acquired 60 self-storage facilities for an aggregate purchase price of approximately $362.4 million. During 2007, the Company acquired three self-storage facilities for an aggregate purchase price of approximately $19.5 million and sold three self-storage facilities for an aggregate purchase price of approximately $12.8 million.

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 that occurred subsequent to January 1, 2006 as if each had occurred on January 1, 2006.  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 six months ended June 30, 2007 and 2006 based on the assumptions described above:

 

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10.  DISCONTINUED OPERATIONS

For the three and six month periods ended June 30, 2006 and June 30, 2007, income from discontinued operations relates to three properties that the Company sold during 2007.  The following table summarizes the revenue and expense information for the properties classified as discontinued operations for the three and six month periods ended June 30, 2006 and June 30, 2007 (in thousands):

		Three Months Ended June 30,						Six Months Ended June 30,
		2007			2006			2007			2006
REVENUES
Rental income		$	213		$	406		$	587		$	783
Other property related income		19			21			41			41
Other - related party		—			—			—			—
Total revenues		232			427			628			824
OPERATING EXPENSES
Property operating expenses		115			140			267			295
Depreciation		63			93			157			185
Total operating expenses		178			233			424			480
OPERATING INCOME		54			194			204			344
OTHER INCOME (EXPENSE)
Interest:
Interest expense on loans		(37		)	(89		)	(86		)	(180		)
Loan procurement amortization expense		—			(2		)	(1		)	(3		)
Interest income		—			—			1			1
Total other expense		(37		)	(91		)	(86		)	(182		)
Income from discontinued operations		17			103			118			162
Gain on disposition of discontinued operations		2,122			—			2,122			—
Minority interest attributable to discontinued operations		(175		)	(9		)	(184		)	(13		)
Income from discontinued operations		$	1,964		$	94		$	2,056		$	149

 

Interest expense and related amortization of loan procurement costs have been attributed to the sold properties as applicable and included in the results of discontinued operations.

11.  SUBSEQUENT EVENTS

On August 6, 2007, the Company announced that it reached agreement to settle all pending state and federal court litigation involving the Company and the interests of Robert J. Amsdell, former Chairman of the Board of Trustees, Barry L. Amsdell, former Trustee of the Company, Todd C. Amsdell, former President of U-Store-It Development LLC, a wholly owned subsidiary of the Company (“USI Development”), 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.

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Pursuant to a Settlement Agreement and Mutual Release, dated August 6, 2007, (the “Settlement Agreement”) each of the parties to the agreement executed various agreements and, subject to the consummation of these agreements, will voluntarily dismiss, with prejudice, all pending litigation among the parties.  Each of these agreements is conditioned upon the closing of the acquisition of self-storage facilities from Rising Tide pursuant to a Purchase and Sale Agreement described below.  A summary of the various agreements follows:

·                  Purchase and Sale Agreement.  The Operating Partnership will purchase 14 self-storage facilities that currently are owned by Rising Tide for an aggregate purchase price of $121 million.

·                  Standstill Agreement.  As a part of the Settlement Agreement, Robert J. Amsdell, Barry L. Amsdell and Todd C. Amsdell agreed pursuant to the terms of a Standstill Agreement with the Company dated August 6, 2007, that through June 30, 2008, unless approved in advance by the independent members of the Board of Trustees of the Company, neither they, nor any member of their family, nor any company or trust controlled by all or any one of them, will commence or participate in any proxy solicitation or initiate any shareholder proposal; take any action to convene a meeting of shareholders; take any actions, including making any public or private proposal or announcement, that could result in an extraordinary corporate transaction relating to the Company, including a tender or exchange offer for Company securities, a merger, business combination, sale of substantially all assets, liquidation or consolidation; form, join or in any way participate in a group for the purpose of taking any actions described in the foregoing; advise, assist or encourage any other person in connection with any of the foregoing; or direct, advise or cause any of their family trusts to take any action restricted or prohibited under or in connection therewith. Under the Standstill Agreement, if an unrelated third party submits an offer to acquire the Company, the Amsdells are not precluded from making their own competing offer to acquire the Company.

·                  First Amendment to Lease.  The Operating Partnership and Amsdell and Amsdell entered into a First Amendment to Lease which modifies certain terms of all lease agreements between the Operating Partnership and Amsdell and Amsdell for office space in Cleveland, Ohio.  The First Amendment provides the Operating Partnership the ability to assign or sublease the lease agreements.  Separately, Amsdell and Amsdell consented to the Operating Partnership’s proposed sublease 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 terminates 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 will not be 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 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.  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 a 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 will not acquire under the Purchase Agreement and (b) compete with respect to any property identified as part of a Section 1031 “like-kind exchange” referenced in the purchase agreement. Further, each Original Noncompetition Agreement is 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.

The foregoing descriptions of the Settlement Agreement, the Purchase and Sale Agreement, the Standstill Agreement, the First Amendment to Lease, the Termination of Option Agreement, the Property Management Termination Agreement and the Marketing and Ancillary Services Termination Agreement are qualified in their entirety by the full terms and conditions of each such agreement.

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