Maryland
|
|
|
13-3926714
|
(State or other jurisdiction of
incorporation or organization)
|
|
|
(I.R.S. Employer
Identification Number)
|
Title of each class
to be so registered
|
|
Name of each exchange on which
each class is to be registered
|
Common Stock, par value $0.01 per share
|
|
The NASDAQ Stock Market LLC
|
Large accelerated filer
|
|
☐
|
|
Accelerated filer
|
|
☐
|
Non-accelerated filer
|
|
☐ (Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
☒
|
Item 1.
|
Business.
|
1
|
Item 1A.
|
Risk Factors.
|
3
|
Item 2.
|
Financial Information.
|
9
|
Item 3.
|
Properties.
|
14
|
Item 4.
|
Security Ownership of Certain Beneficial Owners and Management.
|
14
|
Item 5.
|
Directors and Executive Officers.
|
15
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Item 6.
|
Executive Compensation.
|
18
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Item 7.
|
Certain Relationships and Related Transactions, and Director Independence.
|
20
|
Item 8.
|
Legal Proceedings.
|
20
|
Item 9.
|
Market Price of and Dividends on the Company's Common Equity and Related Stockholder Matters.
|
21
|
Item 10.
|
Recent Sales of Unregistered Securities.
|
21
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Item 11.
|
Description of Company's Securities to be Registered.
|
21
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Item 12.
|
Indemnification of Directors and Officers.
|
22
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Item 13.
|
Financial Statements and Supplementary Data.
|
23
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Item 14.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
|
88
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Item 15.
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Financial Statements and Exhibits.
|
88
|
SIGNATURES
|
|
89
|
Exhibit Index
|
|
90
|
Subsidiary
|
Acquisition Date
|
|
Cost
|
|
SSG Bolingbrook LLC
|
6/27/13
|
|
$
|
5,700,000
|
SSG Dolton LLC
|
6/27/13
|
|
|
5,100,000
|
SSG Merrillville LLC
|
6/27/13
|
|
|
4,825,000
|
SSG Rochester LLC
|
12/5/12
|
|
|
3,750,000
|
SSG Sadsbury LLC
|
12/24/12
|
|
|
4,300,000
|
SSG Summerville I LLC
|
7/12/13
|
|
|
2,300,000
|
SSG Summerville II LLC
|
8/20/13
|
|
|
1,300,000
|
Total
|
|
|
$
|
27,275,000
|
•
|
Perceptions by prospective tenants of the Company's self storage properties of the safety, convenience, and attractiveness of such properties and the areas in which they are located.
|
•
|
A general decline in rental rates or an increase in tenant defaults.
|
•
|
Vacancies or inability to rent storage space on favorable terms. If the Company is unable to promptly re-let its units or if the rates upon such re-letting are significantly lower than expected, then its business and results of operations would be adversely affected. Any delay in re-letting units as vacancies arise would reduce the Company's revenues and harm the Company's operating results. In addition, lower than expected rental rates upon re-letting could adversely affect the Company's revenues and impede the Company's growth.
|
•
|
Increases in operating costs. Increases in operating costs, including insurance costs, labor costs, utilities, capital improvements, real estate assessments and other taxes and costs of compliance with REIT Requirements and with other laws, regulations and governmental policies could adversely affect the Company's results of operation and cash flow. The Company is required to pay state and local taxes on its properties. Increases in property or other taxes generally are not passed through to tenants under leases and may reduce the Company's results of operations and cash flow.
|
•
|
Actual or perceived oversupply or declining demand of self storage in a particular area.
|
•
|
Difficulties in hiring, training and maintaining skilled field personnel. The Company will depend upon its on-site personnel to maximize tenant satisfaction at each of its properties, and any difficulties the Company encounters in hiring, training and maintaining skilled field personnel may harm its operating performance. The general professionalism of a site's managers and staff are contributing factors to a site's ability to successfully secure rentals and retain tenants. If the Company is unable to successfully recruit, train and retain qualified field personnel, the quality of service could be adversely affected, which could lead to decreased occupancy levels and reduced operating performance.
|
•
|
Competition from other self storage facilities which may adversely impact the markets in which the Company invests and in which the Company's self storage companies operate. Increased competition in the self storage business has led to both pricing and discount pressure. The increased competition could limit the Company's ability to increase revenues in many markets in which it may operate. While some markets may be able to absorb the increase in self storage facilities due to superior demographics and density, other markets may not be able to absorb the additional facilities and not perform as well.
|
•
|
Industry slowdowns, relocation of business and changing demographics may adversely impact the markets in which the Company invests and in which the Company's self storage companies operate.
|
•
|
The inability to achieve satisfactory completion of due diligence investigations and other customary closing conditions.
|
•
|
The consideration paid for properties may exceed their value. Due to competition for the properties the Company seeks to acquire or otherwise, the consideration paid for certain properties may exceed their value.
|
•
|
The Company may spend more than the time and amounts budgeted to make necessary improvements or renovations to acquired properties.
|
•
|
The Company may acquire properties subject to liabilities. The Company may acquire properties subject to liabilities without any recourse, or with only limited recourse, with respect to unknown liabilities such as liabilities for clean-up of undisclosed environmental contamination, claims by persons dealing with the former owners of the properties and claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties.
|
•
|
The Company may encounter delays in the selection, acquisition, development or redevelopment of self storage properties which could adversely affect returns to shareholders. Shareholders could suffer delays in the distribution of cash dividends attributable to any such properties.
|
•
|
The Company may not complete development projects on schedule or within projected budgeted amounts. The Company may underestimate the costs necessary to bring the property up to the standards established for its intended market position. Any substantial unanticipated delays or expenses could adversely affect the investment returns from these development or redevelopment projects.
|
•
|
The Company may encounter delays or refusals in obtaining all necessary zoning, land use, building, occupancy and other required governmental permits and authorizations.
|
•
|
The Company may be unable to increase occupancy at a newly acquired property as quickly as expected or at all. Occupancy rates and rents at newly developed or redeveloped properties may fluctuate depending on a number of factors, including market and economic conditions, and may result in the Company's investment not being profitable.
|
•
|
The Company may be unable to obtain financing for these projects on favorable terms or at all.
|
•
|
The Company may fail to successfully integrate and operate acquired properties. When the Company acquires any self storage properties, it will be required to integrate them into its then existing portfolio. The acquired properties may turn out to be less compatible with the Company's growth strategy than originally anticipated, may cause disruptions in its operations or may divert management's attention away from day-to-day operations, which could impair the Company's results of operations.
|
GLOBAL SELF STORAGE FACILITIES
(Year-to-date ended June 30, 2015)
|
|||||||||||
Property
|
Address
|
Year
Self Storage Facility
Opened
|
Number
of Units
|
Net Leasable
Square Feet(1)
|
June 30, 2015
Square Foot
Occupancy %
|
June 30, 2014
Square Foot
Occupancy %
|
|||||
SSG BOLINGBROOK LLC
|
296 North Weber Road, Bolingbrook, IL 60440
|
1997
|
499
|
66,850
|
96%
|
93%
|
|||||
SSG DOLTON LLC
|
14900 Woodlawn Avenue, Dolton, IL 60419
|
2007
|
649
|
86,725
|
96%
|
90%
|
|||||
SSG MERRILLVILLE LLC
|
6590 Broadway, Merrillville, IN 46410
|
2005
|
507
|
71,420
|
95%
|
92%
|
|||||
SSG ROCHESTER LLC
|
2255 Buffalo Road, Rochester, NY 14624
|
2010
|
650
|
68,012
|
95%
|
94%
|
|||||
SSG SADSBURY LLC
|
21 Aim Boulevard, Sadsburyville, PA 19369
|
2006
|
699
|
79,004
|
78%
|
92%
|
|||||
SSG SUMMERVILLE I LLC
|
1713 Old Trolley Road, Summerville, SC 29485
|
1990
|
557
|
72,700
|
80%
|
69%
|
|||||
SSG SUMMERVILLE II LLC
|
900 North Gum Street, Summerville, SC 29483
|
1997
|
254
|
41,458
|
93%
|
93%
|
|||||
TOTAL/AVERAGE
|
|
3,815
|
486,169
|
90.1%
|
88.9%
|
(1)
|
Includes outside auto/RV/boat storage space of approximately 13,000 square feet at SSG Sadsbury LLC; 11,300 square feet at SSG Bolingbrook LLC; 9,900 square feet at SSG Dolton LLC; 11,170 square feet at SSG Merrillville LLC; and 5,300 square feet at SSG Summerville II LLC. During the first half of 2015, upon completion of its new construction project SSG Sadsbury LLC added 219 all-climate controlled storage units comprising 16,756 leasable square feet. Also during the first half of 2015, SSG Bolingbrook LLC eliminated 98 parking spaces (32,700 square feet) to accommodate its new buildings construction project which, when complete, will add some 320 climate-controlled and traditional storage units totaling 45,000 leasable square feet to the facility. Approximately 42% of our total available units are climate-controlled, 54% are traditional and 4% are parking. The average effective rent per square foot was $9.93, $9.04, and $8.30 for the year-to-date ended June 30, 2015, year ended December 31, 2014, and year-to-date ended June 30, 2014, respectively.
|
Name and Address of Beneficial Owner
|
Amount and Nature
of Beneficial Ownership
|
Percentage of
Outstanding Shares
|
Financial & Investment Management Group, Ltd.
111 Cass St.
Traverse City, MI 49684
|
1,086,958(1)
|
14.66%
|
(1)
|
The number of shares shown is based solely on the Form 13G/A filed by Financial & Investment Management Group, Ltd. ("FIMG") on July 6, 2015, reflecting information as of June 30, 2015, according to which FIMG has shared voting and investment power over the shares reported. FIMG states in such Form 13G/A that it is a registered investment advisor, managing individual client accounts and that all shares represented in the report are held in accounts owned by the clients of FIMG. FIMG disclaims beneficial ownership of the shares reported. According to Form ADV filed by FIMG, Mr. Paul Sutherland appears to control FIMG.
|
Name and Address of Beneficial Owner(1)
|
Amount and Nature
of Beneficial Ownership
|
Percentage of
Outstanding Shares
|
Mark C. Winmill
|
169,531(2)
|
2.29%
|
Thomas B. Winmill
PO Box 4
Walpole, NH 03608
|
149,754(3)
|
2.02%
|
Winmill Family Trust
|
149,290(4)
|
2.01%
|
Winmill & Co. Incorporated
|
149,290(5)
|
2.01%
|
(1)
|
Unless otherwise noted, the address of each owner is 11 Hanover Square, New York, NY 10005.
|
(2)
|
Mark C. Winmill is a trustee of the Winmill Family Trust and may be deemed to have indirect beneficial ownership of the 148,932 shares directly and indirectly owned by Winmill & Co. Incorporated ("Winco") as a result of his status as a controlling person of the Winmill Family Trust. Mr. Mark Winmill disclaims beneficial ownership of these shares. Mr. Mark Winmill beneficially owns less than 1% of the outstanding shares of the Company. He does not disclaim beneficial ownership of these 20,241 shares.
|
(3)
|
Thomas B. Winmill is a trustee of the Winmill Family Trust and may be deemed to have indirect beneficial ownership of the 148,932 shares directly and indirectly owned by Winco as a result of his status as a controlling person of the Winmill Family Trust. Mr. Thomas Winmill disclaims beneficial ownership of these shares. Mr. Thomas Winmill beneficially owns less than 1% of the outstanding shares of the Company. He does not disclaim beneficial ownership of these 464 shares.
|
(4)
|
The Winmill Family Trust owns all of the voting stock of Winco.
|
(5)
|
Winco has direct beneficial ownership of 127,869 shares and may be deemed to have indirect beneficial ownership of 21,063 shares held by Tuxis Corporation and 358 shares held by Bexil Corporation. Midas Securities Group, Inc., a wholly owned subsidiary of Winco, owns approximately 20% and 23% of Tuxis Corporation's and Bexil Corporation's outstanding common stock, respectively. Winco disclaims beneficial ownership of the 21,063 shares held by Tuxis Corporation and the 358 shares held by Bexil Corporation.
|
Name, Address, and
Date of Birth
|
Position(s)
Held
with the
Company
|
Director
Since
|
Principal
Occupation(s)
for the Past Five Years
|
Number of Portfolios in
Fund Complex
Overseen by
Director(1)
|
Other
Directorships Held by
Director(2)
|
INTERESTED DIRECTORS
|
|||||
MARK C. WINMILL(3)
November 26, 1957
|
Class V Director, President, Chief Executive Officer
|
2012
|
President, Chief Executive Officer, and a Director or Manager of the Company, and its subsidiaries and Tuxis. He is Vice President of the Fund Complex(4) and Chief Investment Strategist of Bexil Advisers LLC and Midas Management Corporation (registered investment advisers and, collectively, the "Advisers"). He is Executive Vice President and a Director of Winco. He is a principal of Bexil Securities LLC and Midas Securities Group, Inc. (registered broker-dealers and, collectively, the "Broker-Dealers"). He is Vice President of Bexil Corporation ("Bexil").(4)
|
1
|
None
|
THOMAS B. WINMILL, ESQ.(3)
PO Box 4
Walpole, NH 03608
June 25, 1959
|
Class IV
Director, Vice President
|
1997
|
Vice President and a Director of the Company. He is Vice President of Tuxis. He is President, Chief Executive Officer, and a Director or Trustee of the Fund Complex. He is President, Chief Executive Officer, General Counsel, and a Director or Manager of the Advisers, the Broker-Dealers, Bexil, and Winco. He is a Director of Bexil American Mortgage Inc. and Castle Mortgage Corporation. He is a member of the New York State Bar and the SEC Rules Committee of the Investment Company Institute.
|
6
|
None
|
Name, Address, and
Date of Birth
|
Position(s)
Held
with the
Company
|
Director
Since
|
Principal
Occupation(s)
for the Past Five Years
|
Number of Portfolios in
Fund Complex
Overseen by
Director(1)
|
Other
Directorships Held by
Director(2)
|
INDEPENDENT DIRECTORS
|
|
|
|
||
BRUCE B. HUBER,
CLU, ChFC, MSFS
February 7, 1930
|
Class III
Director
|
2004
|
Retired. He is a former Financial Representative with New England Financial, specializing in financial, estate, and insurance matters. He is a member of the Board, emeritus, of the Millbrook School, and Chairman of the Endowment Board of the Community YMCA of Red Bank, NJ.
|
6
|
None
|
JAMES E. HUNT
December 14, 1930
|
Class II Director
|
2004
|
Retired. He is a former Limited Partner of Hunt Howe Partners LLC, executive recruiting consultants.
|
6
|
None
|
PETER K. WERNER
August 16,1959
|
Class I Director
|
1997
|
Since 1996, he has been teaching, coaching, and directing a number, of programs at The Governor's Academy of Byfield, MA. Currently, he serves as chair of the History Department. Previously, he held the position of Vice President in the Fixed Income Departments of Lehman Brothers and First Boston. His responsibilities included trading sovereign debt instruments, currency arbitrage, syndication, medium term note trading, and money market trading.
|
6
|
None
|
Messrs. Huber, Hunt, and Werner also serve on the Audit, Nominating, and Compensation Committees of the Board. Mr. Mark Winmill also serves on the Executive Committee of the Board. Each of the directors serves on the Continuing Directors Committee of the Board.
|
(1)
|
The Fund Complex is comprised of the Company, Dividend and Income Fund, Foxby Corp., and Midas Series Trust. Dividend and Income Fund, Foxby Corp., and Midas Series Trust are managed by affiliates of the Company.
|
(2)
|
Refers to directorships held by a director within the last five years in any company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 or any company registered as an investment company under the Act, excluding those within the Fund Complex.
|
(3)
|
He is an "interested person" of the Company as defined in the 1940 Act due to his role as an officer of the Company. Mark C. Winmill and Thomas B. Winmill are brothers.
|
(4)
|
Dividend and Income Fund, Foxby Corp., and Midas Series Trust, Tuxis, the Advisers, Winco, the Broker-Dealers, and Bexil Corporation may be deemed to be affiliates of the Company.
|
EXECUTIVE OFFICERS
|
|||
Name and
Date of Birth
|
Position(s)
Held with
the Company
|
Officer
Since*
|
Principal
Occupation(s)
for the Past Five Years
|
Russell Kamerman, Esq.
July 8, 1982
|
Chief Compliance Officer, AML
Officer, Associate General Counsel,
Vice President
and Assistant
Secretary
|
2014
|
From September 2008 through December 2014, he was an attorney in private practice focusing on regulatory, compliance and other general corporate matters relating to the structure, formation and operation of investment funds and investment advisers. He also serves as Chief Compliance Officer, Anti-Money Laundering Officer, Associate General Counsel, Vice President and Assistant Secretary of Tuxis, the Fund Complex, the Advisers, the Broker-Dealers, Bexil, and Winco. He is a member of the New York State Bar.
|
Heidi Keating
March 28,1959
|
Vice
President
|
1997
|
Vice President of Tuxis, the Fund Complex, the Advisers, the Broker-Dealers, Bexil, and Winco.
|
Robert J. Mathers
May 5, 1967
|
Vice
President,
Operations
|
2012
|
Vice President, Operations of Tuxis.
|
Thomas O'Malley
July 22, 1958
|
Chief Financial
Officer,
Treasurer,
Vice President
|
2005
|
Chief Financial Officer, Treasurer, and Vice President of Tuxis, the Fund Complex, the Advisers, the Broker-Dealers, Bexil, and Winco. He is a certified public accountant.
|
John F. Ramirez, Esq.
April 29,1977
|
General
Counsel, Chief
Legal Officer,
Secretary,
Vice President
|
2005
|
General Counsel, Chief Legal Officer, Vice President, and Secretary of the Fund Complex and Tuxis. He is Vice President, Senior Associate General Counsel, and Secretary of the Advisers, the Broker-Dealers, Bexil, and Winco. He also is a member of the New York State Bar and the Investment Advisers Committee, Small Funds Committee, and Compliance Advisory Committee of the Investment Company Institute.
|
*Officers hold their positions with the Company until a successor has been duly elected and qualifies. Officers are generally elected annually. The officers were last elected on December 10, 2014.
|
·
|
Mark C. Winmill, President and Chief Executive Officer;
|
·
|
Thomas O'Malley, Chief Financial Officer, Treasurer, and Vice President.
|
Name and Principal Position
|
Year
|
Salary
($) |
Bonus
($) |
All Other
Compensation
($) |
Total
($) |
|
Mark C. Winmill
|
2014
|
240,000
|
-
|
44,701
|
284,701
|
|
President and Chief Executive Officer
|
2013
|
215,000
|
60,000
|
32,515
|
307,515
|
|
Thomas O'Malley
|
2014
|
110,175
|
3,850
|
7,460
|
121,485
|
|
Chief Financial Officer, Treasurer, and Vice President
|
2013
|
54,560
|
2,575
|
3,836
|
60,971
|
Name
|
401 (k)
Match ($) |
Benefits
($) |
Auto Lease
and Insurance ($)
|
Total of All
Other Compensation
($) |
Mark C. Winmill
|
7,325
|
16,540
|
20,836
|
44,701
|
Thomas O'Malley
|
6,610
|
850
|
-
|
7,460
|
Name
|
Fees earned or paid in cash
($)
|
Total
($)
|
Independent Directors:
|
||
Bruce B. Huber
|
$12,250
|
$12,250
|
James E. Hunt
|
$12,250
|
$12,250
|
Peter K. Werner
|
$13,750
|
$13,750
|
Interested Directors:
|
||
Mark C. Winmill
|
$0
|
$0
|
Thomas B. Winmill
|
$0
|
$0
|
Item 9. | Market Price of and Dividends on the Company's Common Equity and Related Stockholder Matters. |
1st Quarter
|
2nd Quarter
|
3rd Quarter
|
4th Quarter
|
|||||
High
|
Low
|
High
|
Low
|
High
|
Low
|
High
|
Low
|
|
2013
|
$4.30
|
$3.74
|
$4.27
|
$3.66
|
$4.03
|
$3.63
|
$3.85
|
$3.57
|
2014
|
$3.96
|
$3.61
|
$3.81
|
$3.15
|
$3.68
|
$3.17
|
$3.95
|
$3.48
|
2015
|
$3.70
|
$3.45
|
$3.68
|
$3.36
|
1st Quarter
|
2nd Quarter
|
3rd Quarter
|
4th Quarter
|
|
2013
|
$0.065
|
$0.065
|
$0.065
|
$0.152
|
2014
|
$0.065
|
$0.065
|
$0.065
|
$0.065
|
2015
|
$0.065
|
$0.065
|
$0.065 |
(1)
|
The Company's unaudited financial statements for the six months ended June 30, 2015 are as follows:
|
SCHEDULE OF PORTFOLIO INVESTMENTS
|
|
|
|
June 30, 2015 (Unaudited)
|
|
|
Financial Statements
|
Member
Equity Interest
|
|
Value
|
||||||||
|
REAL ESTATE OWNED (82.87%)
|
|
|
|||||||
|
Self Storage Properties (82.87%)
|
|
|
|||||||
|
100%
|
|
|
SSG Bolingbrook LLC (a) (b)
|
|
$
|
6,000,002
|
|
|
|
|
100%
|
|
|
SSG Dolton LLC (a) (b)
|
|
|
5,800,001
|
|
|
|
|
100%
|
|
|
SSG Merrillville LLC (a) (b)
|
|
|
5,700,000
|
|
|
|
|
100%
|
|
|
SSG Rochester LLC (a) (b)
|
|
|
5,800,001
|
|
|
|
|
100%
|
|
|
SSG Sadsbury LLC (a) (b)
|
|
|
5,500,001
|
|
|
|
|
100%
|
|
|
SSG Summerville I LLC (a) (b)
|
|
|
3,000,000
|
|
|
|
|
100%
|
|
|
SSG Summerville II LLC (a) (b)
|
|
|
1,700,000
|
|
|
|
|
Total real estate owned (Cost $27,725,000)
|
|
|
33,500,005
|
|
|
||||
|
Shares
|
|
|
COMMON STOCKS (5.83%)
|
|
|
||||
|
Real Estate Investment Trusts (5.83%)
|
|
|
|||||||
|
Diversified (1.23%)
|
|
|
|||||||
|
2,700
|
|
|
Public Storage
|
|
|
497,799
|
|
|
|
|
Industrial (4.60%)
|
|
|
|||||||
|
24,000
|
|
|
CubeSmart
|
|
|
555,840
|
|
|
|
|
12,000
|
|
|
Extra Space Storage, Inc.
|
|
|
782,640
|
|
|
|
|
6,000
|
|
|
Sovran Self Storage, Inc.
|
|
|
521,460
|
|
|
|
|
|
|
1,859,940
|
|
|
|||||
|
Total common stocks (Cost $1,360,102)
|
|
|
2,357,739
|
|
|
||||
|
PREFERRED STOCKS (2.92%)
|
|
|
|||||||
|
Real Estate Investment Trusts (2.92%)
|
|
|
|||||||
|
Industrial (0.98%)
|
|
|
|||||||
|
15,000
|
|
|
CubeSmart 7.75%, Series A
|
|
|
395,250
|
|
|
|
|
Retail (1.94%)
|
|
|
|||||||
|
15,000
|
|
|
Pennsylvania Real Estate Investment Trust, 8.25%, Series A
|
|
|
398,700
|
|
|
|
|
15,000
|
|
|
Realty Income Corp., 6.625%, Series F
|
|
|
387,150
|
|
|
|
|
|
|
785,850
|
|
|
|||||
|
Total preferred stocks (Cost $1,165,208)
|
|
|
1,181,100
|
|
|
||||
|
OTHER (0%)
|
|
|
|||||||
|
2
|
|
|
RMR Asia Pacific Fund Fractional shares (b) (Cost $ 0)
|
|
|
0
|
|
|
|
|
SHORT TERM INVESTMENT (8.82%)
|
|
|
|||||||
|
3,565,353
|
|
|
SSgA Money Market Fund, 7 day annualized yield 0.00% (Cost $3,565,353)
|
|
|
3,565,353
|
|
|
|
|
Total investments (Cost $33,815,663) (100.44%)
|
|
|
40,604,197
|
|
|
||||
|
Liabilities in excess of cash and other assets (-0.44%)
|
|
|
(181,042)
|
|
|
||||
|
Net assets (100.00%)
|
|
$
|
40,423,155
|
|
|
||||
|
(a) Controlled affiliate.
(b) Illiquid and/or restricted security that has been fair valued.
LLC Limited Liability Company
See notes to financial statements.
|
|
|
STATEMENT OF ASSETS AND LIABILITIES
|
|
|
|
(Unaudited)
|
|
|
Financial Statements
|
|
|
June 30, 2015
|
||||
|
|
|
|
|
|
|
Assets
|
|
|
||||
Investments, at value
|
|
|
||||
Wholly owned subsidiaries (cost $27,725,000)
|
|
$
|
33,500,005
|
|
|
|
Unaffiliated issuers (cost $6,090,663)
|
|
|
7,104,192
|
|
|
|
|
|
40,604,197
|
|
|
||
Cash
|
|
|
29,754
|
|
|
|
Dividends receivable
|
|
|
13,200
|
|
|
|
Other assets
|
|
|
4,765
|
|
|
|
Total assets
|
|
|
40,651,916
|
|
|
|
Liabilities
|
|
|
||||
Accounts payable and accrued expenses
|
|
|
165,870
|
|
|
|
Due to affiliates
|
|
|
62,891
|
|
|
|
Total liabilities
|
|
|
228,761
|
|
|
|
Net Assets
|
|
$
|
40,423,155
|
|
|
|
Net Asset Value Per Share
|
|
|
||||
(applicable to 7,416,766 shares outstanding:
|
|
|
||||
20,000,000 shares of $.01 par value authorized )
|
|
|
$5.45
|
|
|
|
Net Assets Consist of
|
|
|
||||
Paid in capital
|
|
$
|
33,159,940
|
|
|
|
Undistributed net realized gains
|
|
|
428,165
|
|
|
|
Net unrealized appreciation on investments
|
|
|
6,835,050
|
|
|
|
|
$
|
40,423,155
|
|
|
||
See notes to financial statements.
|
|
|
STATEMENT OF OPERATIONS
|
|
|
|
(Unaudited)
|
|
|
Financial Statements
|
|
|
Six Months Ended
June 30, 2015 |
|
|
||||||
|
|
|
|
|
||||||
Investment Income
|
|
|
|
|||||||
Dividends
|
|
|
|
|||||||
Wholly owned subsidiaries
|
|
|
$
|
1,140,000
|
|
|
||||
Unaffiliated issuers
|
|
|
|
80,217
|
|
|
||||
Total investment income
|
|
|
|
1,220,217
|
|
|
||||
Expenses
|
|
|
|
|||||||
Compensation and benefits
|
|
|
|
363,056
|
|
|
||||
Occupancy and other office expenses
|
|
|
|
74,656
|
|
|
||||
Registration
|
|
|
|
62,860
|
|
|
||||
Bookkeeping and pricing
|
|
|
|
37,795
|
|
|
||||
Auditing
|
|
|
|
20,915
|
|
|
||||
Directors
|
|
|
|
20,415
|
|
|
||||
Legal
|
|
|
|
18,800
|
|
|
||||
Stockholder communications
|
|
|
|
11,698
|
|
|
||||
Custodian
|
|
|
|
6,900
|
|
|
||||
Insurance
|
|
|
|
5,430
|
|
|
||||
Transfer agent
|
|
|
|
5,110
|
|
|
||||
Other
|
|
|
|
2,877
|
|
|
||||
Total expenses
|
|
|
|
630,512
|
|
|
||||
Net investment income
|
|
|
|
589,705
|
|
|
||||
Realized and Unrealized Gain (Loss)
|
|
|
|
|||||||
Net realized gain on investments in unaffiliated issuers
|
|
|
|
900,368
|
|
|
||||
Net unrealized appreciation (depreciation)
|
|
|
|
|||||||
Wholly owned subsidiaries
|
|
|
|
2,220,006
|
|
|
||||
Unaffiliated issuers
|
|
|
|
(423,652)
|
|
|
||||
Net realized and unrealized gain
|
|
|
|
2,696,722
|
|
|
||||
Net increase in net assets resulting from operations
|
|
|
$
|
3,286,427
|
|
|
||||
See notes to financial statements.
|
|
|
|
STATEMENTS OF CHANGES IN NET ASSETS
|
|
|
|
(Unaudited)
|
|
|
Financial Statements
|
|
|
Six Months Ended
June 30, 2015 |
|
Year Ended
December 31, 2014
|
||||||||
|
|
|
|
|
|
|||||||
Operations
|
|
|
|
|
||||||||
Net investment income
|
|
$
|
589,705
|
|
|
|
$
|
1,126,343
|
|
|
||
Net realized gain
|
|
|
900,368
|
|
|
|
|
1,459,315
|
|
|
||
Unrealized appreciation
|
|
|
1,796,354
|
|
|
|
|
3,503,130
|
|
|
||
Net increase in net assets resulting from operations
|
|
|
3,286,427
|
|
|
|
|
6,088,788
|
|
|
||
Distributions to Stockholders
|
|
|
|
|
||||||||
Net investment income
|
|
|
(491,977)
|
|
|
|
|
(450,425)
|
|
|
||
Net realized gains
|
|
|
(472,203)
|
|
|
|
|
(1,477,934)
|
|
|
||
Total distributions
|
|
|
(964,180)
|
|
|
|
|
(1,928,359)
|
|
|
||
Total increase in net assets
|
|
|
2,322,247
|
|
|
|
|
4,160,429
|
|
|
||
Net Assets
|
|
|
|
|
||||||||
Beginning of period
|
|
|
38,100,908
|
|
|
|
|
33,940,479
|
|
|
||
End of period
|
|
$
|
40,423,155
|
|
|
|
$
|
38,100,908
|
|
|
||
End of period net assets include undistributed net investment loss
|
|
$
|
-
|
|
|
|
$
|
(97,728)
|
|
|
||
See notes to financial statements.
|
|
|
|
|
STATEMENT OF CASH FLOWS
|
|
|
|
(Unaudited)
|
|
|
Financial Statements
|
|
|
Six Months Ended
June 30, 2015 |
||||
|
|
|
|
|
|
|
Cash Flows From Operating Activities
|
|
|
||||
Net increase in net assets resulting from operations
|
|
$
|
3,286,427
|
|
|
|
Adjustments to reconcile increase in net assets resulting from operations
to net cash provided by (used in) operating activities:
|
|
|
||||
Unrealized appreciation of investments
|
|
|
(1,796,355)
|
|
|
|
Net realized gain on sales of investment securities
|
|
|
(900,368)
|
|
|
|
Capital invested in wholly-owned subsidiaries
|
|
|
(450,000)
|
|
|
|
Proceeds from sales of investment securities
|
|
|
900,368
|
|
|
|
Net purchases of short term investments
|
|
|
(144,160)
|
|
|
|
Decrease in due from subsidiaries
|
|
|
3,372
|
|
|
|
Decrease in dividends receivable
|
|
|
2
|
|
|
|
Decrease in other assets
|
|
|
5,430
|
|
|
|
Increase in accrued expenses
|
|
|
40,647
|
|
|
|
Increase in due to affiliates
|
|
|
18,817
|
|
|
|
Net cash provided by operating activities
|
|
|
964,180
|
|
|
|
Cash Flows from Financing Activities
|
|
|
||||
Cash distributions paid
|
|
|
(964,180)
|
|
|
|
Net cash used in financing activities
|
|
|
(964,180)
|
|
|
|
Net change in cash
|
|
|
-
|
|
|
|
Cash
|
|
|
||||
Beginning of period
|
|
|
29,754
|
|
|
|
End of period
|
|
$
|
29,754
|
|
|
|
See notes to financial statements.
|
|
|
NOTES TO FINANCIAL STATEMENTS
|
|
|
|
June 30, 2015 (Unaudited)
|
|
|
Financial Statements
|
NOTES TO FINANCIAL STATEMENTS
|
|
|
|
(Unaudited)
|
|
|
Financial Statements
|
NOTES TO FINANCIAL STATEMENTS
|
|
|
|
(Unaudited)
|
|
|
Financial Statements
|
Distributions paid from:
|
|
|
Net investment income
|
|
$ 450,425
|
Net realized gains
|
|
1,477,934
|
Total distributions
|
|
$ 1,928,359
|
|
|
|
|
||
As of December 31, 2014, distributable earnings on a tax basis was comprised of the following:
|
||
Unrealized appreciation
|
|
$ 4,940,968
|
|
NOTES TO FINANCIAL STATEMENTS
|
|
|
|
(Unaudited)
|
|
|
Financial Statements
|
ASSETS
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||
Investments, at value
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|||||||||||||||||||
Real estate owned
|
|
|
$
|
-
|
|
|
|
$
|
-
|
|
|
|
$
|
33,500,005
|
|
|
|
$
|
33,500,005
|
|
|
|
|||||||||||||||||||
Common stocks
|
|
|
|
2,357,739
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
2,357,739
|
|
|
|
|||||||||||||||||||
Preferred stocks
|
|
|
|
1,181,100
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
1,181,100
|
|
|
|
|||||||||||||||||||
Other
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|||||||||||||||||||
Short term investments
|
|
|
|
3,565,353
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
3,565,353
|
|
|
|
|||||||||||||||||||
Total investments, at value
|
|
|
$
|
7,104,192
|
|
|
|
$
|
-
|
|
|
|
$
|
33,500,005
|
|
|
|
$
|
40,604,197
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTES TO FINANCIAL STATEMENTS
|
|
|
|
(Unaudited)
|
|
|
Financial Statements
|
Real Estate Owned
|
|
|
|
Other
|
|
|
|
Total
|
||||||||||||||||
Balance at December 31, 2014
|
|
$ 30,830,000
|
|
|
|
$
|
519,765
|
|
|
|
|
$
|
31,349,765
|
|
||||||||||
Cost of purchases
|
|
450,000
|
|
|
|
|
-
|
|
|
|
|
|
450,000
|
|
||||||||||
Proceeds from sales
|
|
-
|
|
|
|
|
(900,368)
|
|
|
|
|
|
(900,368)
|
|
||||||||||
Realized gain
|
|
-
|
|
|
|
|
900,368
|
|
|
|
|
|
900,368
|
|
||||||||||
Transfers into (out of) level 3
|
|
-
|
|
|
|
|
-
|
|
|
|
|
|
-
|
|
||||||||||
Change in unrealized appreciation
|
|
2,220,005
|
|
|
|
|
(519,765)
|
|
|
|
|
|
1,700,240
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Balance at June 30, 2015
|
|
$ 33,500,005
|
|
|
|
$
|
0
|
|
|
|
|
$
|
33,500,005
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net change in unrealized appreciation attributable to assets still held as level 3 at June 30, 2015
|
|
$ 2,220,005
|
|
|
|
$
|
0
|
|
|
|
|
$
|
2,220,005
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Fair Value
|
|
|
Valuation Technique
|
|
Unobservable Input
|
|
Range
|
|
|
|
|
|
|
||||||
REAL ESTATE OWNED
Self Storage Properties
|
|
$
|
33,500,005
|
|
|
Income capitalization approach
|
|
Capitalization rates
|
|
5% - 8%
|
|
|
|||||||||
OTHER
|
|
$
|
0
|
|
|
Liquidating value
|
|
Discount rate for lack of marketability
|
|
100%
|
|
NOTES TO FINANCIAL STATEMENTS
|
|
|
|
(Unaudited)
|
|
|
Financial Statements
|
|
|
Beginning
|
|
Membership Equity
|
|
Ending
|
|
Dividend
|
|
Value
|
||||||||||||||||||||||||
|
|
Equity Interest
Percentage |
|
Gross
Additions |
|
Gross
Reductions |
|
Equity Interest
Percentage |
|
Income
|
|
June 30, 2015
|
||||||||||||||||||||||
SSG
Bolingbrook LLC
|
|
100%
|
|
|
$
|
-
|
|
|
|
$
|
-
|
|
|
100%
|
|
$ 200,000
|
|
$ 6,000,002
|
||||||||||||||||
|
|
|
||||||||||||||||||||||||||||||||
SSG
Dolton LLC
|
|
100%
|
|
|
$
|
-
|
|
|
|
$
|
-
|
|
|
100%
|
|
$ 250,000
|
|
$ 5,800,001
|
||||||||||||||||
|
|
|
||||||||||||||||||||||||||||||||
SSG
Merrillville LLC
|
|
100%
|
|
|
$
|
-
|
|
|
|
$
|
-
|
|
|
100%
|
|
$ 190,000
|
|
$ 5,700,000
|
||||||||||||||||
|
|
|
||||||||||||||||||||||||||||||||
SSG
Rochester LLC
|
|
100%
|
|
|
$
|
-
|
|
|
|
$
|
-
|
|
|
100%
|
|
$ 255,000
|
|
$ 5,800,001
|
||||||||||||||||
|
|
|
||||||||||||||||||||||||||||||||
SSG
Sadsbury LLC
|
|
100%
|
|
|
$
|
450,000
|
|
|
|
$
|
-
|
|
|
100%
|
|
$ 40,000
|
|
$ 5,500,001
|
||||||||||||||||
|
|
|
||||||||||||||||||||||||||||||||
SSG
Summerville I LLC
|
|
100%
|
|
|
$
|
-
|
|
|
|
$
|
-
|
|
|
100%
|
|
$ 125,000
|
|
$ 3,000,000
|
||||||||||||||||
|
|
|
||||||||||||||||||||||||||||||||
SSG
Summerville II LLC
|
|
100%
|
|
|
$
|
-
|
|
|
|
$
|
-
|
|
|
100%
|
|
$ 80,000
|
|
$ 1,700,000
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||
|
|
Dollars in thousands
|
|
SSG
Bolingbrook LLC |
|
SSG
Dolton LLC |
|
SSG
Merrillville LLC |
|
SSG
Rochester LLC |
|
SSG
Sadsbury LLC |
|
SSG
Summerville I LLC |
|
SSG
Summerville II LLC |
|
|
|||||||||||||||||||||||||||||
|
|
OPERATING DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
|
|
Six months ended June 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
|
|
Rental revenues
|
|
|
$
|
334
|
|
|
|
$
|
378
|
|
|
|
$
|
311
|
|
|
|
$
|
490
|
|
|
|
$
|
306
|
|
|
|
$
|
228
|
|
|
|
$
|
127
|
|
|
|
||||||||
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||
|
Costs of operations
|
|
|
|
135
|
|
|
|
|
126
|
|
|
|
|
118
|
|
|
|
|
229
|
|
|
|
|
170
|
|
|
|
|
103
|
|
|
|
|
52
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||
|
Income from operations
|
|
|
$
|
199
|
|
|
|
$
|
252
|
|
|
|
$
|
193
|
|
|
|
$
|
261
|
|
|
|
$
|
136
|
|
|
|
$
|
125
|
|
|
|
$
|
75
|
|
|
||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||
|
Depreciation and amortization
|
|
|
$
|
64
|
|
|
|
$
|
58
|
|
|
|
$
|
56
|
|
|
|
$
|
43
|
|
|
|
$
|
48
|
|
|
|
$
|
27
|
|
|
|
$
|
15
|
|
|
||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||
|
Net income
|
|
|
$
|
135
|
|
|
|
$
|
194
|
|
|
|
$
|
137
|
|
|
|
$
|
218
|
|
|
|
$
|
88
|
|
|
|
$
|
98
|
|
|
|
$
|
60
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
BALANCE SHEET DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
|
|
June 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
|
Real estate assets, net
|
|
|
$
|
5,489
|
|
|
|
$
|
4,940
|
|
|
|
$
|
4,656
|
|
|
|
$
|
3,513
|
|
|
|
$
|
4,575
|
|
|
|
$
|
2,219
|
|
|
|
$
|
1,243
|
|
|
||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||
|
Total assets
|
|
|
$
|
5,664
|
|
|
|
$
|
5,076
|
|
|
|
$
|
4,767
|
|
|
|
$
|
3,654
|
|
|
|
$
|
4,709
|
|
|
|
$
|
2,267
|
|
|
|
$
|
1,271
|
|
|
||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||
|
Total liabilities
|
|
|
$
|
131
|
|
|
|
$
|
104
|
|
|
|
$
|
79
|
|
|
|
$
|
28
|
|
|
|
$
|
19
|
|
|
|
$
|
43
|
|
|
|
$
|
24
|
|
|
||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTES TO FINANCIAL STATEMENTS
|
|
|
|
(Unaudited)
|
|
|
Financial Statements
|
|
|
Acquisition Date
|
|
|
|
|
Cost
|
|
|
|
|
Value
|
|
|
|
|||
SSG Bolingbrook LLC
|
|
|
6/27/13
|
|
|
|
|
$
|
5,700,000
|
|
|
|
|
$
|
6,000,002
|
|
|
|
|
|
|
||||||||||||||||
SSG Dolton LLC
|
|
|
6/27/13
|
|
|
|
|
|
5,100,000
|
|
|
|
|
|
5,800,001
|
|
|
|
|
|
|
||||||||||||||||
SSG Merrillville LLC
|
|
|
6/27/13
|
|
|
|
|
|
4,825,000
|
|
|
|
|
|
5,700,000
|
|
|
|
|
|
|
||||||||||||||||
SSG Rochester LLC
|
|
|
12/5/12
|
|
|
|
|
|
3,750,000
|
|
|
|
|
|
5,800,001
|
|
|
|
|
|
|
||||||||||||||||
SSG Sadsbury LLC
|
|
|
12/24/12
|
|
|
|
|
|
4,750,000
|
|
|
|
|
|
5,500,001
|
|
|
|
|
|
|
||||||||||||||||
SSG Summerville I LLC
|
|
|
7/12/13
|
|
|
|
|
|
2,300,000
|
|
|
|
|
|
3,000,000
|
|
|
|
|
|
|
||||||||||||||||
SSG Summerville II LLC
|
|
|
8/20/13
|
|
|
|
|
|
1,300,000
|
|
|
|
|
|
1,700,000
|
|
|
|
|
|
|
||||||||||||||||
RMR Asia Pacific Fund Fractional shares
|
|
|
2010
|
|
|
|
|
|
0
|
|
|
|
|
|
0
|
|
|
|
|
|
|
||||||||||||||||
Total
|
|
|
|
|
$
|
27,725,000
|
|
|
|
|
$
|
33,500,005
|
|
|
|
|||
|
|
|
||||||||||||||||
Percent of net assets
|
|
|
|
|
|
69
|
%
|
|
|
|
83
|
%
|
|
|||||
|
|
|
|
|||||||||||||||
|
|
NOTES TO FINANCIAL STATEMENTS
|
|
|
|
(Unaudited)
|
|
|
Financial Statements
|
NOTES TO FINANCIAL STATEMENTS
|
|
|
|
(Unaudited) concluded
|
|
|
Financial Statements
|
FINANCIAL HIGHLIGHTS
|
|
|
|
(Unaudited)
|
|
|
Financial Statements
|
|
|
Six Months
Ended June 30, 2015
|
|
Year Ended December 31,
|
|||||||||||||||||||||||||||||||||||
Per Share Operating Performance
|
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
(for a share outstanding throughout each period)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Net asset value, beginning of period
|
|
|
|
$5.14
|
|
|
|
|
$4.58
|
|
|
|
|
$4.74
|
|
|
|
|
$4.60
|
|
|
|
|
$5.00
|
|
|
|
|
$4.43
|
|
|
||||||||
Income from investment operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
Net investment income (loss) (1)
|
|
|
|
.08
|
|
|
|
|
.15
|
|
|
|
|
(.09
|
)
|
|
|
|
.01
|
|
|
|
|
.19
|
|
|
|
|
.20
|
|
|
||||||||
Net realized and unrealized gain (loss) on investments
|
|
|
|
.36
|
|
|
|
|
.67
|
|
|
|
|
.28
|
|
|
|
|
.60
|
|
|
|
|
(.33
|
)
|
|
|
|
.59
|
|
|
||||||||
Total income from investment operations
|
|
|
|
.44
|
|
|
|
|
.82
|
|
|
|
|
.19
|
|
|
|
|
.61
|
|
|
|
|
(.14
|
)
|
|
|
|
.79
|
|
|
||||||||
Less distributions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
Net investment income
|
|
|
|
(.07
|
)
|
|
|
|
(.06
|
)
|
|
|
|
(.06
|
)
|
|
|
|
(.02
|
)
|
|
|
|
(.26
|
)
|
|
|
|
(.22
|
)
|
|
||||||||
Net realized gains
|
|
|
|
(.06
|
)
|
|
|
|
(.20
|
)
|
|
|
|
(.29
|
)
|
|
|
|
(.45
|
)
|
|
|
|
-
|
|
|
|
|
-
|
|
|
||||||||
Total distributions
|
|
|
|
(.13
|
)
|
|
|
|
(.26
|
)
|
|
|
|
(.35
|
)
|
|
|
|
(.47
|
)
|
|
|
|
(.26
|
)
|
|
|
|
(.22
|
)
|
|
||||||||
Net asset value, end of period
|
|
|
|
$5.45
|
|
|
|
|
$5.14
|
|
|
|
|
$4.58
|
|
|
|
|
$4.74
|
|
|
|
|
$4.60
|
|
|
|
|
$5.00
|
|
|
||||||||
Market value, end of period
|
|
|
|
$3.54
|
|
|
|
|
$3.63
|
|
|
|
|
$3.59
|
|
|
|
|
$3.69
|
|
|
|
|
$3.78
|
|
|
|
|
$4.17
|
|
|
||||||||
Total Return (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
Based on net asset value
|
|
|
|
9.99
|
%
|
|
|
|
20.67
|
%
|
|
|
|
5.70
|
%
|
|
|
|
16.22
|
%
|
|
|
|
(1.86
|
)%
|
|
|
|
19.60
|
%
|
|
||||||||
Based on market price
|
|
|
|
1.17
|
%
|
|
|
|
8.72
|
%
|
|
|
|
6.43
|
%
|
|
|
|
10.10
|
%
|
|
|
|
(3.30
|
)%
|
|
|
|
21.07
|
%
|
|
||||||||
Ratios/Supplemental Data (3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
Net assets at end of period (000s omitted)
|
|
|
|
$40,423
|
|
|
|
|
$38,101
|
|
|
|
|
$33,940
|
|
|
|
|
$35,155
|
|
|
|
|
$34,102
|
|
|
|
|
$37,071
|
|
|
||||||||
Ratio of total expenses to average net assets
|
|
|
|
3.29
|
%*
|
|
|
|
3.72
|
%
|
|
|
|
3.14
|
%
|
|
|
|
2.60
|
%
|
|
|
|
2.31
|
%
|
|
|
|
2.00
|
%
|
|
||||||||
Ratio of net expenses excluding loan interest and fees to average net assets
|
|
|
|
3.29
|
%*
|
|
|
|
3.71
|
%
|
|
|
|
3.14
|
%
|
|
|
|
2.60
|
%
|
|
|
|
2.30
|
%
|
|
|
|
1.96
|
%
|
|
||||||||
Ratio of net investment income (loss) to average net assets
|
|
|
|
3.08
|
%*
|
|
|
|
3.19
|
%
|
|
|
|
(1.88
|
)%
|
|
|
|
0.25
|
%
|
|
|
|
4.31
|
%
|
|
|
|
4.33
|
%
|
|
||||||||
Portfolio turnover rate
|
|
|
|
1
|
%
|
|
|
|
1
|
%
|
|
|
|
57
|
%
|
|
|
|
115
|
%
|
|
|
|
22
|
%
|
|
|
|
55
|
%
|
|
||||||||
|
|
|
|
|
|
|
(1)
|
The per share amounts were calculated using the average number of common shares outstanding during the period.
|
(2)
|
Total return on a market value basis is calculated assuming a purchase of common stock on the opening of the first day and a sale on the closing of the last day of each period reported. Dividends and distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the Company's dividend reinvestment plan if in effect or, if there is no plan in effect, at the lower of the per share net asset value or the closing market price of the Company's shares on the dividend/distribution date. Generally, total return on a net asset value basis will be higher than total return on a market value basis in periods where there is an increase in the discount or a decrease in the premium of the market value to the net asset value from the beginning to the end of such periods. Conversely, total return on a net asset value basis will be lower than total return on a market value basis in periods where there is a decrease in the discount or an increase in the premium of the market value to the net asset value from the beginning to the end of such periods. The calculation does not reflect brokerage commissions, if any.
|
(3)
|
Expenses and income ratios do not include expenses incurred by an Acquired Fund in which the Company invests.
|
*
|
Annualized.
|
(2)
|
The Company's audited financial statements for the year ended December 31, 2014 are as follows:
|
SCHEDULE OF PORTFOLIO INVESTMENTS
|
December 31, 2014
|
|
Financial Statements
|
|
|
Member
Equity Interest
|
|
Value
|
|
||||
|
|
REAL ESTATE OWNED (80.92%)
|
|
|
|
||
|
|
|
|
|
|
||
|
|
Self Storage Properties (80.92%)
|
|
|
|
||
|
100%
|
|
SSG Bolingbrook LLC (a) (b)
|
|
$
|
5,950,000
|
|
|
100%
|
|
SSG Dolton LLC (a) (b)
|
|
|
5,500,000
|
|
|
100%
|
|
SSG Merrillville LLC (a) (b)
|
|
|
5,400,000
|
|
|
100%
|
|
SSG Rochester LLC (a) (b)
|
|
|
4,900,000
|
|
|
100%
|
|
SSG Sadsbury LLC (a) (b)
|
|
|
5,050,000
|
|
|
100%
|
|
SSG Summerville I LLC (a) (b)
|
|
|
2,550,000
|
|
|
100%
|
|
SSG Summerville II LLC (a) (b)
|
|
|
1,480,000
|
|
|
|
|
Total real estate owned (Cost $27,275,000)
|
|
|
30,830,000
|
|
|
|
|
|
|
|
|
|
Shares
|
|
COMMON STOCKS (5.92%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate Investment Trusts (5.92%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diversified (1.31%)
|
|
|
|
|
|
2,700
|
|
Public Storage
|
|
|
499,095
|
|
|
|
|
|
|
|
|
|
|
|
|
Industrial (4.61%)
|
|
|
|
|
|
24,000
|
|
CubeSmart
|
|
|
529,680
|
|
|
12,000
|
|
Extra Space Storage, Inc.
|
|
|
703,680
|
|
|
6,000
|
|
Sovran Self Storage, Inc.
|
|
|
523,320
|
|
|
|
|
|
|
|
1,756,680
|
|
|
|
|
|
|
|
|
|
|
|
|
Total common stocks (Cost $1,360,102)
|
|
|
2,255,775
|
|
|
|
|
|
|
|
|
|
|
|
|
PREFERRED STOCKS (3.12%)
|
|
|
|
|
|
|
|
Real Estate Investment Trusts (3.12%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industrial (1.05%)
|
|
|
|
|
|
15,000
|
|
CubeSmart 7.75%, Series A
|
|
|
399,900
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail (2.07%)
|
|
|
|
|
|
15,000
|
|
Pennsylvania Real Estate Investment Trust, 8.25%, Series A
|
|
|
393,750
|
|
|
15,000
|
|
Realty Income Corp., 6.625%, Series F
|
|
|
393,300
|
|
|
|
|
|
|
|
787,050
|
|
|
|
|
|
|
|
|
|
|
|
|
Total preferred stocks (Cost $1,118,692)
|
|
|
1,186,950
|
|
|
|
|
|
|
|
|
|
Units
|
|
OTHER (1.36%)
|
|
|
|
|
|
|
349,000
|
|
DWS RREEF Real Estate Fund Liquidating Trust (b) (c)
|
|
|
90,740
|
|
|
1,100,066
|
|
DWS RREEF Real Estate Fund II Liquidating Trust (b) (c)
|
|
|
429,025
|
|
|
2
|
|
RMR Asia Pacific Fund Fractional shares (b)
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other (Cost $0)
|
|
|
519,765
|
|
SCHEDULE OF PORTFOLIO INVESTMENTS
|
December 31, 2014
|
|
Financial Statements
|
|
|
Shares
|
|
SHORT TERM INVESTMENT (8.98%)
|
|
Value
|
|
|||
|
3,421,192
|
|
SSgA Money Market Fund, 7 day annualized yield 0.01% (Cost $3,421,192)
|
|
$
|
3,421,192
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments (Cost $33,174,986) (100.30%)
|
|
|
38,213,682
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities in excess of other assets (-0.30%)
|
|
|
(112,774
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets (100.00%)
|
|
$
|
38,100,908
|
|
(a)
|
Controlled affiliate.
|
(b)
|
Illiquid and/or restricted security that has been fair valued.
|
(c)
|
Non-income producing.
|
STATEMENT OF ASSETS AND LIABILITIES
|
|
|
Financial Statements
|
|
|
|
|
December 31, 2014
|
|
|
Assets
|
|
|
|
|
Investments, at value
|
|
|
|
|
Wholly-owned subsidiaries (cost $27,275,000 )
|
|
$
|
30,830,000
|
|
Unaffiliated issuers (cost $5,899,986)
|
|
|
7,383,682
|
|
|
|
|
|
|
|
|
|
38,213,682
|
|
Cash
|
|
|
29,754
|
|
Dividends receivable
|
|
|
13,202
|
|
Due from wholly-owned subsidiaries
|
|
|
3,372
|
|
Other assets
|
|
|
10,195
|
|
|
|
|
|
|
Total assets
|
|
|
38,270,205
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
Accounts payable and accrued expenses
|
|
|
125,223
|
|
Due to affiliates
|
|
|
44,074
|
|
|
|
|
|
|
Total liabilities
|
|
|
169,297
|
|
|
|
|
|
|
Net Assets
|
|
$
|
38,100,908
|
|
|
|
|
|
|
Net Asset Value Per Share
|
|
$
|
5.14
|
|
(applicable to 7,416,766 shares outstanding:
|
|
|
|
|
20,000,000 shares $0.01 par value authorized)
|
|
|
|
|
|
|
|
|
|
Net Assets Consist of
|
|
|
|
|
Paid in capital
|
|
$
|
33,159,940
|
|
Undistributed net investment loss
|
|
|
(97,728
|
)
|
Net unrealized appreciation on investments
|
|
|
5,038,696
|
|
|
|
|
|
|
|
|
$
|
38,100,908
|
|
|
|
|
|
|
STATEMENT OF OPERATIONS
|
|
|
Financial Statements
|
|
|
|
Year Ended December 31, 2014
|
|
||
|
|
|
|
|
Investment Income
|
|
|
|
|
Dividends
|
|
|
|
|
Wholly-owned subsidiaries
|
|
$
|
2,178,000
|
|
Unaffiliated issuers (net of $2,270 foreign tax withholding)
|
|
|
259,401
|
|
|
|
|
|
|
Total investment income
|
|
|
2,437,401
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
Compensation and benefits
|
|
|
778,843
|
|
Legal
|
|
|
190,768
|
|
Occupancy and other office expenses
|
|
|
110,396
|
|
Bookkeeping and pricing
|
|
|
84,123
|
|
Directors
|
|
|
39,236
|
|
Auditing
|
|
|
38,985
|
|
Stockholder communications
|
|
|
24,607
|
|
Transfer agent
|
|
|
14,600
|
|
Insurance
|
|
|
13,630
|
|
Custodian
|
|
|
9,815
|
|
Interest on bank credit facility
|
|
|
3,395
|
|
Other
|
|
|
2,660
|
|
|
|
|
|
|
Total expenses
|
|
|
1,311,058
|
|
|
|
|
|
|
Net investment income
|
|
|
1,126,343
|
|
|
|
|
|
|
Realized and Unrealized Gain (Loss)
|
|
|
|
|
Net realized gain on investments in unaffiliated issuers
|
|
|
1,459,315
|
|
Net unrealized appreciation
|
|
|
|
|
Wholly-owned subsidiaries
|
|
|
3,092,500
|
|
Unaffiliated issuers
|
|
|
410,630
|
|
|
|
|
|
|
Net realized and unrealized gain
|
|
|
4,962,445
|
|
|
|
|
|
|
Net increase in net assets resulting from operations
|
|
$
|
6,088,788
|
|
|
|
|
|
|
STATEMENTS OF CHANGES IN NET ASSETS
|
|
|
Financial Statements
|
|
|
|
Year Ended December 31, 2014
|
Year Ended December 31, 2013
|
|
|||||
|
|
|
|
|
|
|
||
Operations
|
|
|
|
|
|
|
||
Net investment income (loss)
|
|
$
|
1,126,343
|
|
|
$
|
(677,093
|
)
|
Net realized gain
|
|
|
1,459,315
|
|
|
|
2,458,952
|
|
Unrealized appreciation (depreciation)
|
|
|
3,503,130
|
|
|
|
(422,429
|
)
|
|
|
|
|
|
|
|
|
|
Net increase in net assets resulting from operations
|
|
|
6,088,788
|
|
|
|
1,359,430
|
|
|
|
|
|
|
|
|
|
|
Distributions to Stockholders
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(450,425
|
)
|
|
|
(430,633
|
)
|
Net realized gains
|
|
|
(1,477,934
|
)
|
|
|
(2,142,985
|
)
|
|
|
|
|
|
|
|
|
|
Total distributions
|
|
|
(1,928,359
|
)
|
|
|
(2,573,618
|
)
|
|
|
|
|
|
|
|
|
|
Total increase (decrease) in net assets
|
|
|
4,160,429
|
|
|
|
(1,214,188
|
)
|
|
|
|
|
|
|
|
|
|
Net Assets
|
|
|
|
|
|
|
|
|
Beginning of period
|
|
|
33,940,479
|
|
|
|
35,154,667
|
|
|
|
|
|
|
|
|
|
|
End of period
|
|
$
|
38,100,908
|
|
|
$
|
33,940,479
|
|
|
|
|
|
|
|
|
|
|
End of period net assets include undistributed net investment loss
|
|
$
|
(97,728
|
)
|
|
$
|
(791,761
|
)
|
|
|
|
|
|
|
|
|
|
STATEMENT OF CASH FLOWS
|
|
|
Financial Statements
|
|
|
|
|
Year Ended December 31, 2014
|
|
|
Cash Flows From Operating Activities
|
|
|
|
|
Net increase in net assets resulting from operations
|
|
$
|
6,088,788
|
|
Adjustments to reconcile increase in net assets resulting from operations
|
|
|
|
|
to net cash provided by (used in) operating activities:
|
|
|
|
|
Unrealized appreciation of investments
|
|
|
(3,503,130
|
)
|
Net realized gain on sales of investment securities
|
|
|
(1,459,315
|
)
|
Capital invested in wholly-owned subsidiaries
|
|
|
(300,000
|
)
|
Proceeds from sales of investment securities
|
|
|
5,630,252
|
|
Net purchases of short term investments
|
|
|
(2,884,570
|
)
|
Decrease in due from subsidiaries
|
|
|
53,465
|
|
Decrease in dividends receivable
|
|
|
37,434
|
|
Decrease in other assets
|
|
|
2,235
|
|
Increase in accrued expenses
|
|
|
31,761
|
|
Decrease in due to affiliates
|
|
|
(21,767
|
)
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
3,675,153
|
|
|
|
|
|
|
Cash Flows from Financing Activities
|
|
|
|
|
Cash distributions paid
|
|
|
(1,928,359
|
)
|
Bank credit facility repayment
|
|
|
(1,717,040
|
)
|
|
|
|
|
|
Net cash used in financing activities
|
|
|
(3,645,399
|
)
|
|
|
|
|
|
Net change in cash
|
|
|
29,754
|
|
|
|
|
|
|
Cash
|
|
|
|
|
Beginning of period
|
|
|
-
|
|
|
|
|
|
|
End of period
|
|
$
|
29,754
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
Cash paid for interest on bank credit facility
|
|
$
|
3,448
|
|
NOTES TO FINANCIAL STATEMENTS
|
December 31, 2014
|
|
Financial Statements
|
|
|
NOTES TO FINANCIAL STATEMENTS
|
December 31, 2014 continued
|
|
Financial Statements
|
|
|
NOTES TO FINANCIAL STATEMENTS
|
December 31, 2014 continued
|
|
Financial Statements
|
|
|
|
|
Year Ended December 31,
|
|
|||||
Distributions paid from:
|
|
2014
|
|
|
2013
|
|
||
Net investment income
|
|
$
|
450,425
|
|
|
$
|
430,633
|
|
Net realized gains
|
|
|
1,477,934
|
|
|
|
2,142,985
|
|
|
|
|
|
|
|
|
|
|
Total distributions
|
|
$
|
1,928,359
|
|
|
$
|
2,573,618
|
|
|
|
|
|
|
|
|
|
|
Unrealized appreciation
|
$ 4,940,968
|
|
|
Increase in Undistributed
Net Investment Income
|
Decrease in Net Realized
Gain on Investments
|
Decrease in
Paid in Capital
|
$19,565
|
$17,169
|
$(36,734)
|
|
|
|
NOTES TO FINANCIAL STATEMENTS
|
December 31, 2014 continued
|
|
Financial Statements
|
|
|
|
4. VALUE MEASUREMENT GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of inputs are:
|
NOTES TO FINANCIAL STATEMENTS
|
December 31, 2014 continued
|
|
Financial Statements
|
|
|
ASSETS
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
||||
Investments, at value
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Real estate owned
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
30,830,000
|
|
|
$
|
30,830,000
|
|
Common stocks
|
|
|
2,255,775
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,255,775
|
|
Preferred stocks
|
|
|
1,186,950
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,186,950
|
|
Other
|
|
|
-
|
|
|
|
-
|
|
|
|
519,765
|
|
|
|
519,765
|
|
Short term investments
|
|
|
3,421,192
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,421,192
|
|
Total investments, at value
|
|
$
|
6,863,917
|
|
|
$
|
-
|
|
|
$
|
31,349,765
|
|
|
$
|
38,213,682
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate Owned
|
|
|
Other
|
|
|
Total
|
|
|||
Balance at December 31, 2013
|
|
$
|
27,437,500
|
|
|
$
|
94,561
|
|
|
$
|
27,532,061
|
|
Cost of purchases
|
|
|
300,000
|
|
|
|
-
|
|
|
|
300,000
|
|
Proceeds from sales
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Transfers into (out of) level 3
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Change in unrealized appreciation
|
|
|
3,092,500
|
|
|
|
425,204
|
|
|
|
3,517,704
|
|
Balance at December 31, 2014
|
|
$
|
30,830,000
|
|
|
$
|
519,765
|
|
|
$
|
31,349,765
|
|
Net change in unrealized appreciation attributable to assets still held as level 3 at December 31, 2014
|
|
$
|
3,092,500
|
|
|
$
|
425,204
|
|
|
$
|
3,517,704
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTES TO FINANCIAL STATEMENTS
|
December 31, 2014 continued
|
|
Financial Statements
|
|
|
December 31, 2014
|
|
Fair Value
|
|
Valuation Technique
|
Unobservable Input
|
|
Range
|
|
||
REAL ESTATE OWNED
Self Storage Properties
|
|
$
|
30,830,000
|
|
Income capitalization approach
|
Capitalization rates
|
|
|
5% - 8
|
%
|
OTHER
|
|
$
|
519,765
|
|
Liquidating value
|
Discount rate for lack of marketability
|
|
|
35
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning
|
|
|
Membership Equity
|
|
|
Ending
|
|
|
Dividend
|
|
|
Value
|
|
|||||||||
|
|
Equity Interest
|
|
|
Gross
|
|
|
Gross
|
|
|
Equity Interest
|
|
|
Income
|
|
|
December 31, 2014
|
|
||||||
|
|
Percentage
|
|
|
Additions
|
|
|
Reductions
|
|
|
Percentage
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
SSG
Bolingbrook LLC
|
|
|
100
|
%
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
100
|
%
|
|
$
|
407,000
|
|
|
$
|
5,950,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SSG
Dolton LLC
|
|
|
100
|
%
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
100
|
%
|
|
$
|
441,000
|
|
|
$
|
5,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SSG
Merrillville LLC
|
|
|
100
|
%
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
100
|
%
|
|
$
|
383,000
|
|
|
$
|
5,400,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SSG
Rochester LLC
|
|
|
100
|
%
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
100
|
%
|
|
$
|
511,000
|
|
|
$
|
4,900,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SSG
Sadsbury LLC
|
|
|
100
|
%
|
|
$
|
300,000
|
|
|
$
|
-
|
|
|
|
100
|
%
|
|
$
|
257,000
|
|
|
$
|
5,050,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SSG
Summerville I LLC
|
|
|
100
|
%
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
100
|
%
|
|
$
|
101,000
|
|
|
$
|
2,550,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SSG
Summerville II LLC
|
|
|
100
|
%
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
100
|
%
|
|
$
|
78,000
|
|
|
$
|
1,480,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTES TO FINANCIAL STATEMENTS
|
December 31, 2014 continued
|
|
Financial Statements
|
|
|
Dollars in thousands
|
SSG
Bolingbrook LLC
|
SSG
Dolton LLC
|
SSG
Merrillville LLC
|
SSG
Rochester LLC
|
SSG
Sadsbury LLC
|
SSG
Summerville I LLC
|
SSG
Summerville II LLC
|
OPERATING DATA
Year ended December 31, 2014
|
|
|
|
|
|
|
|
Rental income
|
$ 691
|
$ 678
|
$ 588
|
$ 859
|
$ 558
|
$ 383
|
$ 222
|
Net income
|
$ 259
|
$ 283
|
$ 250
|
$ 302
|
$ 172
|
$ 97
|
$ 73
|
BALANCE SHEET DATA December 31, 2014
|
|
|
|
|
|
|
|
Real estate assets, net
|
$ 5,535
|
$ 4,996
|
$ 4,710
|
$ 3,489
|
$ 4,155
|
$ 2,235
|
$ 1,255
|
Total assets
|
$ 5,726
|
$ 5,133
|
$ 4,817
|
$ 3,682
|
$ 4,213
|
$ 2,271
|
$ 1,278
|
Total liabilities
|
$ 128
|
$ 106
|
$ 77
|
$ 19
|
$ 22
|
$ 20
|
$ 11
|
|
|
|
|
|
|
|
|
|
Acquisition Date
|
|
Cost
|
|
|
Value
|
|
||
SSG Bolingbrook LLC
|
6/27/13
|
|
$
|
5,700,000
|
|
|
$
|
5,950,000
|
|
SSG Dolton LLC
|
6/27/13
|
|
|
5,100,000
|
|
|
|
5,500,000
|
|
SSG Merrillville LLC
|
6/27/13
|
|
|
4,825,000
|
|
|
|
5,400,000
|
|
SSG Rochester LLC
|
12/5/12
|
|
|
3,750,000
|
|
|
|
4,900,000
|
|
SSG Sadsbury LLC
|
12/24/12
|
|
|
4,300,000
|
|
|
|
5,050,000
|
|
SSG Summerville I LLC
|
7/12/13
|
|
|
2,300,000
|
|
|
|
2,550,000
|
|
SSG Summerville II LLC
|
8/20/13
|
|
|
1,300,000
|
|
|
|
1,480,000
|
|
DWS RREEF Real Estate Fund Liquidating Trust
|
2009
|
|
|
0
|
|
|
|
90,740
|
|
DWS RREEF Real Estate Fund II Liquidating Trust
|
2009
|
|
|
0
|
|
|
|
429,025
|
|
RMR Asia Pacific Fund Fractional shares
|
2010
|
|
|
0
|
|
|
|
0
|
|
Total
|
|
|
$
|
27,275,000
|
|
|
$
|
31,349,765
|
|
Percent of net assets
|
|
|
|
72
|
%
|
|
|
82
|
%
|
|
|
|
|
|
|
|
|
|
|
NOTES TO FINANCIAL STATEMENTS
|
December 31, 2014 continued
|
|
Financial Statements
|
|
|
NOTES TO FINANCIAL STATEMENTS
|
December 31, 2014 continued
|
|
Financial Statements
|
|
|
FINANCIAL HIGHLIGHTS
|
December 31, 2014
|
|
Financial Statements
|
|
|
|
|
Year Ended December 31,
|
|
|||||||||||||||||
Per Share Operating Performance
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||||
(for a share outstanding throughout each period)
Net asset value, beginning of period
|
|
$
|
4.58
|
|
|
$
|
4.74
|
|
|
$
|
4.60
|
|
|
$
|
5.00
|
|
|
$
|
4.43
|
|
Income from investment operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss) (1)
|
|
|
.15
|
|
|
|
(.09
|
)
|
|
|
.01
|
|
|
|
.19
|
|
|
|
.20
|
|
Net realized and unrealized gain (loss) on investments
|
|
|
.67
|
|
|
|
.28
|
|
|
|
.60
|
|
|
|
(.33
|
)
|
|
|
.59
|
|
Total income from investment operations
|
|
|
.82
|
|
|
|
.19
|
|
|
|
.61
|
|
|
|
(.14
|
)
|
|
|
.79
|
|
Less distributions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(.06
|
)
|
|
|
(.06
|
)
|
|
|
(.02
|
)
|
|
|
(.26
|
)
|
|
|
(.22
|
)
|
Net realized gains
|
|
|
(.20
|
)
|
|
|
(.29
|
)
|
|
|
(.45
|
)
|
|
|
-
|
|
|
|
-
|
|
Total distributions
|
|
|
(.26
|
)
|
|
|
(.35
|
)
|
|
|
(.47
|
)
|
|
|
(.26
|
)
|
|
|
(.22
|
)
|
Net asset value, end of period
|
|
$
|
5.14
|
|
|
$
|
4.58
|
|
|
$
|
4.74
|
|
|
$
|
4.60
|
|
|
$
|
5.00
|
|
Market value, end of period
|
|
$
|
3.63
|
|
|
$
|
3.59
|
|
|
$
|
3.69
|
|
|
$
|
3.78
|
|
|
$
|
4.17
|
|
Total Return (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Based on net asset value
|
|
|
20.67
|
%
|
|
|
5.70
|
%
|
|
|
16.22
|
%
|
|
|
(1.86
|
)%
|
|
|
19.60
|
%
|
Based on market price
|
|
|
8.72
|
%
|
|
|
6.43
|
%
|
|
|
10.10
|
%
|
|
|
(3.30
|
)%
|
|
|
21.07
|
%
|
Ratios/Supplemental Data (3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets at end of period (000s omitted)
|
|
$
|
38,101
|
|
|
$
|
33,940
|
|
|
$
|
35,155
|
|
|
$
|
34,102
|
|
|
$
|
37,071
|
|
Ratio of total expenses to average net assets
|
|
|
3.72
|
%
|
|
|
3.14
|
%
|
|
|
2.60
|
%
|
|
|
2.31
|
%
|
|
|
2.00
|
%
|
Ratio of net expenses excluding loan interest and
fees to average net assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.71
|
%
|
|
|
3.14
|
%
|
|
|
2.60
|
%
|
|
|
2.30
|
%
|
|
|
1.96
|
%
|
|
Ratio of net investment income (loss) to average net assets
|
|
|
3.19
|
%
|
|
|
(1.88
|
)%
|
|
|
0.25
|
%
|
|
|
4.31
|
%
|
|
|
4.33
|
%
|
Portfolio turnover rate
|
|
|
1
|
%
|
|
|
57
|
%
|
|
|
115
|
%
|
|
|
22
|
%
|
|
|
55
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)The per share amounts were calculated using the average number of common shares outstanding during the period.
|
|
(2)Total return on a market value basis is calculated assuming a purchase of common stock on the opening of the first day and a sale on the closing of the last day of each period reported. Dividends and distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the Company's dividend reinvestment plan if in effect or, if there is no plan in effect, at the lower of the per share net asset value or the closing market price of the Company's shares on the dividend/distribution date. Generally, total return on a net asset value basis will be higher than total return on a market value basis in periods where there is an increase in the discount or a decrease in the premium of the market value to the net asset value from the beginning to the end of such periods. Conversely, total return on a net asset value basis will be lower than total return on a market value basis in periods where there is a decrease in the discount or an increase in the premium of the market value to the net asset value from the beginning to the end of such periods. The calculation does not reflect brokerage commissions, if any.
|
|
(3)Expenses and income ratios do not include expenses incurred by the Acquired Funds in which the Company invests.
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
December 31, 2014
|
|
Financial Statements
|
|
|
(3)
|
The Company's unaudited financial statements for the six months ended June 30, 2014 are as follows:
|
SCHEDULE OF PORTFOLIO INVESTMENTS
|
June 30, 2014 (Unaudited)
|
|
Financial Statements
|
Member
|
|
|
|
|
|
||
Equity Interest
|
|
|
|
Value
|
|
||
|
|
|
|
|
|
||
|
|
REAL ESTATE OWNED (79.60%)
|
|
|
|
||
|
|
Self Storage Properties (79.60%)
|
|
|
|
||
|
100%
|
|
SSG Bolingbrook LLC (a) (b)
|
|
$
|
5,700,000
|
|
|
100%
|
|
SSG Dolton LLC (a) (b)
|
|
|
5,100,000
|
|
|
100%
|
|
SSG Merrillville LLC (a) (b)
|
|
|
4,825,000
|
|
|
100%
|
|
SSG Rochester LLC (a) (b)
|
|
|
4,650,000
|
|
|
100%
|
|
SSG Sadsbury LLC (a) (b)
|
|
|
4,500,000
|
|
|
100%
|
|
SSG Summerville I LLC (a) (b)
|
|
|
2,300,000
|
|
|
100%
|
|
SSG Summerville II LLC (a) (b)
|
|
|
1,400,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Total real estate owned (Cost $27,075,000)
|
|
|
28,475,000
|
|
|
|
|
|
|
|
|
|
Shares
|
|
COMMON STOCKS (15.81%)
|
|
|
|
|
|
|
|
|
Real Estate Investment Trusts (15.81%)
|
|
|
|
|
|
|
|
Diversified (2.82%)
|
|
|
|
|
|
19,900
|
|
British Land Company plc ADR (c) (d)
|
|
|
238,402
|
|
|
4,500
|
|
Public Storage (d)
|
|
|
771,075
|
|
|
|
|
|
|
|
1,009,477
|
|
|
|
|
Industrial (7.62%)
|
|
|
|
|
|
40,000
|
|
CubeSmart (d)
|
|
|
732,800
|
|
|
20,000
|
|
Extra Space Storage, Inc. (d)
|
|
|
1,065,000
|
|
|
12,000
|
|
Sovran Self Storage, Inc. (d)
|
|
|
927,000
|
|
|
|
|
|
|
|
2,724,800
|
|
|
|
|
Office (1.92%)
|
|
|
|
|
|
11,000
|
|
Kilroy Realty Corp. (d)
|
|
|
685,080
|
|
|
|
|
|
|
|
|
|
|
|
|
Operators of Nonresidential Buildings (0.09%)
|
|
|
|
|
|
1,750
|
|
Washington Prime Group Inc.
|
|
|
32,795
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail (3.36%)
|
|
|
|
|
|
27,000
|
|
Kimco Realty Corp. (d)
|
|
|
620,460
|
|
|
3,500
|
|
Simon Property Group, Inc. (d)
|
|
|
581,980
|
|
|
|
|
|
|
|
|
|
|
|
|
Total retail
|
|
|
1,202,440
|
|
|
|
|
|
|
|
|
|
|
|
|
Total common stocks (Cost $3,941,422)
|
|
|
5,654,592
|
|
|
|
|
|
|
|
|
|
SCHEDULE OF PORTFOLIO INVESTMENTS
|
June 30, 2014 (Unaudited)
|
|
Financial Statements
|
Shares
|
|
|
|
Value
|
|
|||
|
|
PREFERRED STOCKS (4.35%)
|
|
|
|
|||
|
|
Real Estate Investment Trusts (4.35%)
|
|
|
|
|||
|
|
Industrial (1.10%)
|
|
|
|
|||
|
15,000
|
|
CubeSmart 7.75%, Series A (d)
|
|
$
|
394,650
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Office (1.05%)
|
|
|
|
|
|
|
15,000
|
|
Duke Realty Corp. 6.50%, Series K (d)
|
|
|
374,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail (2.20%)
|
|
|
|
|
|
|
15,000
|
|
Pennsylvania Real Estate Investment Trust, 8.25%, Series A (d)
|
|
|
395,235
|
|
|
|
15,000
|
|
Realty Income Corp., 6.625%, Series F (d)
|
|
|
392,250
|
|
|
|
|
|
|
|
|
787,485
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total preferred stocks (Cost $1,538,520)
|
|
|
1,556,535
|
|
|
|
|
|
|
|
|
|
|
|
Units
|
|
OTHER (0.26%)
|
|
|
|
|
||
|
349,000
|
|
DWS RREEF Real Estate Fund Liquidating Trust (b) (e)
|
|
|
15,356
|
|
|
|
1,100,066
|
|
DWS RREEF Real Estate Fund II Liquidating Trust (b) (e)
|
|
|
79,205
|
|
|
|
2
|
|
RMR Asia Pacific Fund Fractional shares (b)
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other (Cost $0)
|
|
|
94,561
|
|
|
|
|
|
|
|
|
|
|
|
Principal
|
|
|
|
|
|
|
||
Amount
|
|
SHORT-TERM INVESTMENT (0.31%)
|
|
|
|
|
||
$
|
109,186
|
|
State Street Bank and Trust Company
|
|
|
|
|
|
|
|
|
Euro Time Deposit 0.01% (Cost $109,186)
|
|
|
109,186
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments (Cost $32,664,128) (100.33%)
|
|
|
35,889,874
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities in excess of other assets (-0.33%)
|
|
|
(116,176
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets (100.00%)
|
|
$
|
35,773,698
|
|
|
|
|
|
|
|
|
|
|
(a)Controlled affiliate.
|
(b)Illiquid and/or restricted security that has been fair valued.
|
(c)The company is organized as a real estate investment trust as defined by the laws of its country of domicile.
|
(d)All or a portion of these securities have been segregated as collateral pursuant to the bank credit facility and lending agreement. As of June 30, 2014, the value of securities pledged as collateral was $7,178,347 and there were no securities on loan under the lending agreement.
|
(e)Non-income producing.
|
ADR
|
American Depositary Receipt
|
LLC
|
Limited Liability Company
|
REIT
|
Real Estate Investment Trust
|
plc
|
Public limited company
|
STATEMENTS OF ASSETS AND LIABILITIES
|
(Unaudited)
|
|
Financial Statements
|
|
|
June 30, 2014
|
|
|
Assets
|
|
|
|
|
Investments, at value
|
|
|
|
|
Wholly-owned subsidiaries (cost $27,075,000)
|
|
$
|
28,475,000
|
|
Unaffiliated issuers (cost $5,589,128)
|
|
|
7,414,874
|
|
|
|
|
|
|
|
|
|
35,889,874
|
|
|
|
|
|
|
Cash
|
|
|
9,754
|
|
Dividends receivable
|
|
|
18,386
|
|
Due from wholly-owned subsidiaries
|
|
|
3,372
|
|
Other assets
|
|
|
5,275
|
|
|
|
|
|
|
Total assets
|
|
|
35,926,661
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
Accounts payable and accrued expenses
|
|
|
81,615
|
|
Due to affiliates
|
|
|
71,348
|
|
|
|
|
|
|
Total liabilities
|
|
|
152,963
|
|
|
|
|
|
|
Net Assets
|
|
$
|
35,773,698
|
|
|
|
|
|
|
Net Asset Value Per Share
|
|
|
|
|
(applicable to 7,416,766 shares outstanding:
|
|
|
|
|
20,000,000 shares of $.01 par value authorized)
|
|
$
|
4.82
|
|
Net Assets Consist of
|
|
|
|
|
Paid in capital
|
|
$
|
32,536,923
|
|
Undistributed net investment loss
|
|
|
(230,150
|
)
|
Undistributed net realized gains
|
|
|
241,179
|
|
Net unrealized appreciation on investments and foreign currencies
|
|
|
3,225,746
|
|
|
|
|
|
|
|
|
$
|
35,773,698
|
|
STATEMENTS OF OPERATIONS
|
(Unaudited)
|
|
Financial Statements
|
|
|
Six Months Ended
|
|
|
|
|
June 30, 2014
|
|
|
Investment Income
|
|
|
|
|
Dividends
|
|
|
|
|
Wholly-owned subsidiaries
|
|
$
|
1,425,000
|
|
Unaffiliated issuers (net of $1,595 foreign tax withholding)
|
|
|
140,397
|
|
Interest
|
|
|
7
|
|
|
|
|
|
|
Total investment income
|
|
|
1,565,404
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
Compensation and benefits
|
|
|
436,495
|
|
Legal
|
|
|
77,645
|
|
Occupancy and other office expenses
|
|
|
70,999
|
|
Bookkeeping and pricing
|
|
|
37,267
|
|
Directors
|
|
|
21,316
|
|
Auditing
|
|
|
17,825
|
|
Shareholder communications
|
|
|
14,604
|
|
Insurance
|
|
|
7,155
|
|
Transfer agent
|
|
|
6,480
|
|
Custodian
|
|
|
4,795
|
|
Interest on bank credit facility
|
|
|
3,356
|
|
Other
|
|
|
1,427
|
|
|
|
|
|
|
Total expenses
|
|
|
699,364
|
|
|
|
|
|
|
Net investment income
|
|
|
866,040
|
|
|
|
|
|
|
Realized and Unrealized Gain (Loss)
|
|
|
|
|
Net realized gain on investments in unaffiliated issuers
|
|
|
241,179
|
|
Net unrealized appreciation
|
|
|
|
|
Wholly-owned subsidiaries
|
|
|
937,500
|
|
Unaffiliated issuers
|
|
|
752,680
|
|
|
|
|
|
|
Net realized and unrealized gain
|
|
|
1,931,359
|
|
|
|
|
|
|
Net increase in net assets resulting from operations
|
|
$
|
2,797,399
|
|
|
|
|
|
|
STATEMENTS OF CHANGES IN NET ASSETS
|
(Unaudited)
|
|
Financial Statements
|
|
|
Six Months Ended
June 30, 2014
|
|
|
Year Ended
December 31, 2013
|
|
||
|
|
|
|
|
|
|
||
Operations
|
|
|
|
|
|
|
||
Net investment income (loss)
|
|
$
|
866,040
|
|
|
$
|
(677,093
|
)
|
Net realized gain
|
|
|
241,179
|
|
|
|
2,458,952
|
|
Unrealized appreciation (depreciation)
|
|
|
1,690,180
|
|
|
|
(422,429
|
)
|
|
|
|
|
|
|
|
|
|
Net increase in net assets resulting from operations
|
|
|
2,797,399
|
|
|
|
1,359,430
|
|
|
|
|
|
|
|
|
|
|
Distributions To Stockholders
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(75,483
|
)
|
|
|
(430,633
|
)
|
Net realized gains
|
|
|
(240,703
|
)
|
|
|
(2,142,985
|
)
|
Return of capital
|
|
|
(647,994
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Total distributions
|
|
|
(964,180
|
)
|
|
|
(2,573,618
|
)
|
|
|
|
|
|
|
|
|
|
Total increase (decrease) in net assets
|
|
|
1,833,219
|
|
|
|
(1,214,188
|
)
|
|
|
|
|
|
|
|
|
|
Net Assets
|
|
|
|
|
|
|
|
|
Beginning of period
|
|
|
33,940,479
|
|
|
|
35,154,667
|
|
|
|
|
|
|
|
|
|
|
End of period
|
|
$
|
35,773,698
|
|
|
$
|
33,940,479
|
|
|
|
|
|
|
|
|
|
|
Undistributed net investment loss at end of period
|
|
$
|
(230,150
|
)
|
|
$
|
(791,761
|
)
|
|
|
|
|
|
|
|
|
|
STATEMENT OF CASH FLOWS
|
(Unaudited)
|
|
Financial Statements
|
|
|
Six Months Ended
June 30, 2014
|
|
|
|
|
|
|
|
Cash Flows From Operating Activities
|
|
|
|
|
Net increase in net assets resulting from operations
|
|
$
|
2,797,399
|
|
Adjustments to reconcile increase in net assets resulting from operations
to net cash provided by (used in) operating activities: |
|
|
|
|
Unrealized appreciation of investments
|
|
|
(1,690,180
|
)
|
Net realized gain on sales of investment securities
|
|
|
(241,179
|
)
|
Capital invested in wholly-owned subsidiaries
|
|
|
(100,000
|
)
|
Proceeds from sales of investment securities
|
|
|
1,410,966
|
|
Net sales of short term investments
|
|
|
427,438
|
|
Decrease in due from subsidiaries
|
|
|
53,465
|
|
Decrease in dividends receivable
|
|
|
32,250
|
|
Decrease in other assets
|
|
|
7,155
|
|
Decrease in accrued expenses
|
|
|
(11,847
|
)
|
Increase in due to affiliates
|
|
|
5,507
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
2,690,974
|
|
|
|
|
|
|
Cash Flows from Financing Activities
|
|
|
|
|
Cash distributions paid
|
|
|
(964,180
|
)
|
Bank credit facility repayment, net
|
|
|
(1,717,040
|
)
|
|
|
|
|
|
Net cash used in financing activities
|
|
|
(2,681,220
|
)
|
|
|
|
|
|
Net change in cash
|
|
|
9,754
|
|
|
|
|
|
|
Cash
|
|
|
|
|
Beginning of period
|
|
|
-
|
|
|
|
|
|
|
End of period
|
|
$
|
9,754
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
Cash paid for interest on bank credit facility
|
|
$
|
3,303
|
|
NOTES TO FINANCIAL STATEMENTS
|
June 30, 2014 (Unaudited)
|
|
Financial Statements
|
NOTES TO FINANCIAL STATEMENTS
|
(Unaudited) continued
|
|
Financial Statements
|
NOTES TO FINANCIAL STATEMENTS
|
(Unaudited) continued
|
|
Financial Statements
|
Distributions paid from:
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
$
|
430,633
|
|
Net realized gains
|
|
|
2,142,985
|
|
Total distributions
|
|
$
|
2,573,618
|
|
Undistributed net investment income
|
|
$
|
5,877
|
|
Unrealized appreciation
|
|
|
737,928
|
|
|
|
|
|
|
|
|
$
|
743,805
|
|
NOTES TO FINANCIAL STATEMENTS
|
(Unaudited) continued
|
|
Financial Statements
|
ASSETS
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
||||
Investments, at value
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Real estate owned
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
28,475,000
|
|
|
$
|
28,475,000
|
|
Common stocks
|
|
|
5,654,592
|
|
|
|
-
|
|
|
|
-
|
|
|
|
5,654,592
|
|
Preferred stocks
|
|
|
1,556,535
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,556,535
|
|
Other
|
|
|
-
|
|
|
|
-
|
|
|
|
94,561
|
|
|
|
94,561
|
|
Short term investment
|
|
|
-
|
|
|
|
109,186
|
|
|
|
-
|
|
|
|
109,186
|
|
Total investments, at value
|
|
$
|
7,211,127
|
|
|
$
|
109,186
|
|
|
$
|
28,569,561
|
|
|
$
|
35,889,874
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTES TO FINANCIAL STATEMENTS
|
(Unaudited) continued
|
|
Financial Statements
|
|
|
Real Estate Owned
|
|
|
Other
|
|
|
Total
|
|
|||
Balance of level 3 assets at December 31, 2013
|
|
$
|
27,437,500
|
|
|
$
|
94,561
|
|
|
$
|
27,532,061
|
|
Cost of purchases
|
|
|
100,000
|
|
|
|
-
|
|
|
|
100,000
|
|
Sales
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Transfers in to (out of) level 3
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Change in unrealized appreciation
|
|
|
937,500
|
|
|
|
-
|
|
|
|
937,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2014
|
|
$
|
28,475,000
|
|
|
$
|
94,561
|
|
|
$
|
28,569,561
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in unrealized appreciation attributable to assets held as level 3 at June 30, 2014
|
|
$
|
937,500
|
|
|
$
|
-
|
|
|
$
|
937,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2014
|
Fair Value
|
Primary
Valuation Technique
|
Unobservable Input
|
|
Input
|
Range
|
|||
REAL ESTATE OWNED Self Storage Properties
|
$ 28,475,000
|
Income capitalization approach
|
Capitalization rates
|
6% - 8%
|
OTHER
|
$ 94,561
|
Liquidating value
|
Discount rate for lack
of marketability
|
80% - 100%
|
|
|
|
|
|
NOTES TO FINANCIAL STATEMENTS
|
(Unaudited) continued
|
|
Financial Statements
|
|
Beginning
Equity Interest Percentage
|
Membership Equity
|
Ending
|
Dividend
|
Value
|
|
Gross
Additions
|
Gross Reductions
|
Equity Interest Percentage
|
Income
|
June 30, 2014
|
||
SSG
Rochester LLC
|
100%
|
$ -
|
$ -
|
100%
|
$ 286,000
|
$ 4,650,000
|
SSG
Sadsbury LLC
|
100%
|
$ 100,000
|
$ -
|
100%
|
$ 257,000
|
$ 4,500,000
|
SSG
Bolingbrook LLC
|
100%
|
$ -
|
$ -
|
100%
|
$ 319,000
|
$ 5,700,000
|
SSG
Dolton LLC
|
100%
|
$ -
|
$ -
|
100%
|
$ 275,000
|
$ 5,100,000
|
SSG
Merrillville LLC
|
100%
|
$ -
|
$ -
|
100%
|
$ 253,000
|
$ 4,825,000
|
SSG
Summerville I LLC
|
100%
|
$ -
|
$ -
|
100%
|
$ 13,000
|
$ 2,300,000
|
SSG
Summerville II LLC
|
100%
|
$ -
|
$ -
|
100%
|
$ 22,000
|
$ 1,400,000
|
Dollars in thousands
|
|
SSG
Bolingbrook LLC
|
|
|
SSG
Dolton LLC
|
|
|
SSG
Merrillville LLC
|
|
|
SSG
Rochester LLC
|
|
|
SSG
Sadsbury LLC
|
|
|
SSG
Summerville I LLC
|
|
|
SSG
Summerville II LLC
|
|
|||||||
OPERATING DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Six months ended June 30,2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Rental income
|
|
$
|
331
|
|
|
$
|
312
|
|
|
$
|
288
|
|
|
$
|
378
|
|
|
$
|
273
|
|
|
$
|
169
|
|
|
$
|
103
|
|
Net income
|
|
$
|
92
|
|
|
$
|
72
|
|
|
$
|
100
|
|
|
$
|
83
|
|
|
$
|
70
|
|
|
$
|
26
|
|
|
$
|
26
|
|
BALANCE SHEET DATA June 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate assets, net
|
|
$
|
5,575
|
|
|
$
|
5,016
|
|
|
$
|
4,741
|
|
|
$
|
3,525
|
|
|
$
|
3,760
|
|
|
$
|
2,261
|
|
|
$
|
1,271
|
|
Total assets
|
|
$
|
5,661
|
|
|
$
|
5,114
|
|
|
$
|
4,829
|
|
|
$
|
3,730
|
|
|
$
|
3,914
|
|
|
$
|
2,307
|
|
|
$
|
1,309
|
|
Total liabilities
|
|
$
|
143
|
|
|
$
|
131
|
|
|
$
|
108
|
|
|
$
|
61
|
|
|
$
|
25
|
|
|
$
|
38
|
|
|
$
|
33
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTES TO FINANCIAL STATEMENTS
|
(Unaudited) continued
|
|
Financial Statements
|
|
Acquisition Date
|
|
Cost
|
|
|
Value
|
|
||
SSG Rochester LLC
|
12/5/12
|
|
$
|
3,750,000
|
|
|
$
|
4,650,000
|
|
SSG Sadsbury LLC
|
12/24/12
|
|
|
4,100,000
|
|
|
|
4,500,000
|
|
SSG Bolingbrook LLC
|
6/27/13
|
|
|
5,700,000
|
|
|
|
5,700,000
|
|
SSG Dolton LLC
|
6/27/13
|
|
|
5,100,000
|
|
|
|
5,100,000
|
|
SSG Merrillville LLC
|
6/27/13
|
|
|
4,825,000
|
|
|
|
4,825,000
|
|
SSG Summerville I LLC
|
7/12/13
|
|
|
2,300,000
|
|
|
|
2,300,000
|
|
SSG Summerville II LLC
|
8/20/13
|
|
|
1,300,000
|
|
|
|
1,400,000
|
|
DWS RREEF Real Estate Fund Liquidating Trust
|
2009
|
|
|
0
|
|
|
|
15,356
|
|
DWS RREEF Real Estate Fund II Liquidating Trust
|
2009
|
|
|
0
|
|
|
|
79,205
|
|
RMR Asia Pacific Fund Fractional shares
|
2010
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
$
|
27,075,000
|
|
|
$
|
28,569,561
|
|
|
|
|
|
|
|
|
|
|
|
Percent of net assets
|
|
|
|
75.68
|
%
|
|
|
79.86
|
%
|
|
|
|
|
|
|
|
|
|
|
NOTES TO FINANCIAL STATEMENTS
|
(Unaudited) continued
|
|
Financial Statements
|
NOTES TO FINANCIAL STATEMENTS
|
(Unaudited) concluded
|
|
Financial Statements
|
FINANCIAL HIGHLIGHTS
|
(Unaudited)
|
|
Financial Statements
|
|
|
|
Six Months
Ended
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2014
|
|
|
|
2013
|
|
|
|
2012
|
|
|
|
2011
|
|
|
|
2010
|
|
|
|
2009
|
|
Per Share Operating Performance
(for a share outstanding throughout each period)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, beginning of period
|
|
$
|
4.58
|
|
|
$
|
4.74
|
|
|
$
|
4.60
|
|
|
$
|
5.00
|
|
|
$
|
4.43
|
|
|
$
|
3.64
|
|
Income from investment operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss) (1)
|
|
|
.12
|
|
|
|
(.09
|
)
|
|
|
.01
|
|
|
|
.19
|
|
|
|
.20
|
|
|
|
.21
|
|
Net realized and unrealized gain (loss) on investments
|
|
|
.25
|
|
|
|
.28
|
|
|
|
.60
|
|
|
|
(.33
|
)
|
|
|
.59
|
|
|
|
.82
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income from investment operations
|
|
|
.37
|
|
|
|
.19
|
|
|
|
.61
|
|
|
|
(.14
|
)
|
|
|
.79
|
|
|
|
1.03
|
|
Less distributions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(.01
|
)
|
|
|
(.06
|
)
|
|
|
(.02
|
)
|
|
|
(.26
|
)
|
|
|
(.22
|
)
|
|
|
(.24
|
)
|
Net realized gains
|
|
|
(.03
|
)
|
|
|
(.29
|
)
|
|
|
(.45
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Return of capital
|
|
|
(.09
|
)
|
|
|
-
|
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions
|
|
|
(.13
|
)
|
|
|
(.35
|
)
|
|
|
(.47
|
)
|
|
|
(.26
|
)
|
|
|
(.22
|
)
|
|
|
(.24
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of period
|
|
$
|
4.82
|
|
|
$
|
4.58
|
|
|
$
|
4.74
|
|
|
$
|
4.60
|
|
|
$
|
5.00
|
|
|
$
|
4.43
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market value, end of period
|
|
$
|
3.19
|
|
|
$
|
3.59
|
|
|
$
|
3.69
|
|
|
$
|
3.78
|
|
|
$
|
4.17
|
|
|
$
|
3.65
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Return (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Based on net asset value
|
|
|
9.24
|
%
|
|
|
5.70
|
%
|
|
|
16.22
|
%
|
|
|
(1.86
|
)%
|
|
|
19.60
|
%
|
|
|
31.03
|
%
|
Based on market price
|
|
|
(7.76
|
)%
|
|
|
6.43
|
%
|
|
|
10.10
|
%
|
|
|
(3.30
|
)%
|
|
|
21.07
|
%
|
|
|
45.55
|
%
|
Ratios/Supplemental Data (3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets at end of period (000s omitted)
|
|
$
|
35,774
|
|
|
$
|
33,940
|
|
|
$
|
35,155
|
|
|
$
|
34,102
|
|
|
$
|
37,071
|
|
|
$
|
32,813
|
|
Ratio of total expenses to average net assets
|
|
|
4.05
|
%*
|
|
|
3.14
|
%
|
|
|
2.60
|
%
|
|
|
2.31
|
%
|
|
|
2.00
|
%
|
|
|
1.62
|
%
|
Ratio of net expenses excluding loan interest and
fees to average net assets
|
|
|
4.03
|
%*
|
|
|
3.14
|
%
|
|
|
2.60
|
%
|
|
|
2.30
|
%
|
|
|
1.96
|
%
|
|
|
1.56
|
%
|
Ratio of net investment income (loss) to average net assets
|
|
|
5.01
|
%*
|
|
|
(1.88
|
)%
|
|
|
0.25
|
%
|
|
|
4.31
|
%
|
|
|
4.33
|
%
|
|
|
5.23
|
%
|
Portfolio turnover rate
|
|
|
0
|
%
|
|
|
57
|
%
|
|
|
115
|
%
|
|
|
22
|
%
|
|
|
55
|
%
|
|
|
48
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The per share amounts were calculated using the average number of common shares outstanding during the period.
|
(2)
|
Total return on a market value basis is calculated assuming a purchase of common stock on the opening of the first day and a sale on the closing of the last day of each period reported. Dividends and distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the Company's dividend reinvestment plan if in effect or, if there is no plan in effect, at the lower of the per share net asset value or the closing market price of the Company's shares on the dividend/distribution date.
|
|
Generally, total return on a net asset value basis will be higher than total return on a market value basis in periods where there is an increase in the discount or a decrease in the premium of the market value to the net asset value from the beginning to the end of such periods. Conversely, total return on a net asset value basis will be lower than total return on a market value basis in periods where there is a decrease in the discount or an increase in the premium of the market value to the net asset value from the beginning to the end of such periods. The calculation does not reflect brokerage commissions, if any.
|
(3)
|
Expenses and income ratios do not include expenses incurred by an Acquired Fund in which the Company invests.
|
(3)
|
The Company's audited financial statements for the year ended December 31, 2013 are as follows:
|
SCHEDULE OF PORTFOLIO INVESTMENTS
|
December 31, 2013
|
|
Financial Statements
|
Member
|
|
|
|
|
|
|
|
|
|||
Equity Interest
|
|
|
|
Cost
|
|
|
Value
|
|
|||
|
|
REAL ESTATE OWNED (80.04%)
|
|
|
|
|
|
|
|||
|
|
Self Storage Properties (80.04%)
|
|
|
|
|
|
|
|||
|
100%
|
|
SSG Bolingbrook LLC (a) (b) (c)
|
|
$
|
5,700,000
|
|
|
$
|
5,700,000
|
|
|
100%
|
|
SSG Dolton LLC (a) (b) (c)
|
|
|
5,100,000
|
|
|
|
5,100,000
|
|
|
100%
|
|
SSG Merrillville LLC (a) (b) (c)
|
|
|
4,825,000
|
|
|
|
4,825,000
|
|
|
100%
|
|
SSG Rochester LLC (a) (b) (c)
|
|
|
3,750,000
|
|
|
|
4,012,500
|
|
|
100%
|
|
SSG Sadsbury LLC (a) (b) (c)
|
|
|
4,000,000
|
|
|
|
4,200,000
|
|
|
100%
|
|
SSG Summerville I LLC (a) (b) (c)
|
|
|
2,300,000
|
|
|
|
2,300,000
|
|
|
100%
|
|
SSG Summerville II LLC (a) (b) (c)
|
|
|
1,300,000
|
|
|
|
1,300,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total real estate owned
|
|
|
26,975,000
|
|
|
|
27,437,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
COMMON STOCKS (18.18%)
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate Investment Trusts (18.18%)
|
|
|
|
|
|
|
|
|
|
|
|
Diversified (2.61%)
|
|
|
|
|
|
|
|
|
|
19,900
|
|
British Land Company plc ADR (d)
|
|
|
151,441
|
|
|
|
205,368
|
|
|
4,500
|
|
Public Storage (e)
|
|
|
616,985
|
|
|
|
677,340
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industrial (6.67%)
|
|
|
768,426
|
|
|
|
882,708
|
|
|
40,000
|
|
CubeSmart (e)
|
|
|
483,166
|
|
|
|
637,600
|
|
|
20,000
|
|
Extra Space Storage, Inc. (e)
|
|
|
568,743
|
|
|
|
842,600
|
|
|
12,000
|
|
Sovran Self Storage, Inc.
|
|
|
639,034
|
|
|
|
782,040
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage Investment (1.68%)
|
|
|
1,690,943
|
|
|
|
2,262,240
|
|
|
30,000
|
|
Newcastle Investment Corp.
|
|
|
92,294
|
|
|
|
172,200
|
|
|
60,000
|
|
New Residential Investment Corp. (e)
|
|
|
235,692
|
|
|
|
400,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Office (1.63%)
|
|
|
327,986
|
|
|
|
573,000
|
|
|
11,000
|
|
Kilroy Realty Corp. (e)
|
|
|
490,852
|
|
|
|
551,980
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail (5.60%)
|
|
|
|
|
|
|
|
|
|
8,200
|
|
Westfield Group ADR (d) (e)
|
|
|
151,352
|
|
|
|
148,256
|
|
|
27,000
|
|
CBL & Associates Properties, Inc. (e)
|
|
|
496,814
|
|
|
|
484,920
|
|
|
2,000
|
|
Federal Realty Investment Trust (e)
|
|
|
193,635
|
|
|
|
202,820
|
|
|
27,000
|
|
Kimco Realty Corp. (e)
|
|
|
483,825
|
|
|
|
533,250
|
|
|
3,500
|
|
Simon Property Group, Inc. (e)
|
|
|
507,376
|
|
|
|
532,560
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total retail
|
|
|
1,833,002
|
|
|
|
1,901,806
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total real estate investment trusts
|
|
|
5,111,209
|
|
|
|
6,171,734
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total common stocks
|
|
|
5,111,209
|
|
|
|
6,171,734
|
|
SCHEDULE OF PORTFOLIO INVESTMENTS
|
December 31, 2013
|
|
Financial Statements
|
Shares
|
|
|
|
Cost
|
|
|
Value
|
|
||||
|
|
PREFERRED STOCKS (4.29%)
|
|
|
|
|
|
|
||||
|
|
Real Estate Investment Trusts (4.30%)
|
|
|
|
|
|
|
||||
|
|
Industrial (1.11%)
|
|
|
|
|
|
|
||||
|
15,000
|
|
CubeSmart 7.75%, Series A
|
|
$
|
389,806
|
|
|
$
|
377,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Office (1.01%)
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
Duke Realty Corp. 6.50%, Series K
|
|
|
373,312
|
|
|
|
341,250
|
|
|
|
|
|
Retail (2.17%)
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
Pennsylvania Real Estate Investment Trust, 8.25%, Series A
|
|
|
379,117
|
|
|
|
379,050
|
|
|
|
15,000
|
|
Realty Income Corp., 6.625%, Series F
|
|
|
396,285
|
|
|
|
358,950
|
|
|
|
|
|
|
|
|
775,402
|
|
|
|
738,000
|
|
|
|
|
|
Total real estate investment trusts
|
|
|
1,538,520
|
|
|
|
1,456,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total preferred stocks
|
|
|
1,538,520
|
|
|
|
1,456,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Units
|
|
OTHER (0.28%) (b) (f)
|
|
|
|
|
|
|
|
|
||
|
349,000
|
|
DWS RREEF Real Estate Fund Liquidating Trust
|
|
|
0
|
|
|
|
15,356
|
|
|
|
1,100,066
|
|
DWS RREEF Real Estate Fund II Liquidating Trust
|
|
|
0
|
|
|
|
79,205
|
|
|
|
|
|
Total other
|
|
|
0
|
|
|
|
94,561
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal Amount
|
SHORT-TERM INVESTMENT (1.58%)
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
536,624
|
|
State Street Bank and Trust Company Euro Time Deposit 0.07%
|
|
|
536,624
|
|
|
|
536,624
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments (105.17%)
|
|
$
|
34,161,353
|
|
|
|
35,696,919
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities in excess of other assets (-5.17%)
|
|
|
|
|
|
|
(1,755,940)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets (100.00%)
|
|
|
|
|
|
$
|
33,940,479
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
Controlled affiliate.
|
|
|
|
|
|
|
|
|
||
(b)
|
|
Illiquid and/or restricted security that has been fair valued (Note 5).
|
|
|
|
|
|
|
|
|
||
(c)
|
|
During 2013, the Company's wholly-owned subsidiaries commenced operations, except for
|
|
|
|
|
|
|||||
|
|
|
SSG Rochester and SSG Sadsbury each of which commenced operations in December 2012.
|
|
|
|
|
|
||||
|
|
|
During this initial startup period no dividends were paid by the subsidiaries during 2013.
|
|
|
|
|
|
||||
(d)
|
|
The Company is organized as a real estate investment trust as defined by the laws of its country of domicile.
|
|
|||||||||
(e)
|
|
All or a portion of these securities have been segregated as collateral pursuant to the bank credit facility.
|
|
|
|
|
|
|||||
|
|
|
As of December 31, 2013, the value of securities pledged as collateral was $5,012,126.
|
|
|
|
|
|
||||
(f)
|
|
Non-income producing.
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
ADR
|
|
American Depositary Receipt
|
|
|
|
|
|
|
|
|
||
LLC
|
|
Limited Liability Company
|
|
|
|
|
|
|
|
|
||
REIT
|
|
Real Estate Investment Trust
|
|
|
|
|
|
|
|
|
||
plc
|
|
Public limited Company
|
|
|
|
|
|
|
|
|
STATEMENT OF ASSETS AND LIABILITIES
|
|
|
Financial Statements
|
Assets
|
|
December 31, 2013
|
|
|
Investments, at value
|
|
|
|
|
Wholly-owned subsidiaries (cost $26,975,000)
|
|
$
|
27,437,500
|
|
Unaffiliated issuers (cost $7,186,353)
|
|
|
8,259,419
|
|
|
|
|
35,696,919
|
|
|
|
|
|
|
Due from wholly-owned subsidiaries
|
|
|
56,837
|
|
Dividends receivable
|
|
|
50,636
|
|
Other assets
|
|
|
12,430
|
|
|
|
|
|
|
Total assets
|
|
|
35,816,822
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
Bank credit facility borrowing
|
|
|
1,717,040
|
|
Accounts payable and accrued expenses
|
|
|
93,462
|
|
Due to affiliates
|
|
|
65,841
|
|
|
|
|
|
|
Total liabilities
|
|
|
1,876,343
|
|
|
|
|
|
|
Net Assets
|
|
$
|
33,940,979
|
|
|
|
|
|
|
Net Asset Value Per Share
|
|
|
|
|
(applicable to 7,416,766 shares outstanding:
|
|
|
|
|
20,000,000 shares of $.01 par value authorized)
|
|
$
|
4.58
|
|
|
|
|
|
|
Net Assets Consist of
|
|
|
|
|
Paid in capital
|
|
$
|
33,196,674
|
|
Undistributed net investment income
|
|
|
(791,761
|
)
|
Net unrealized appreciation on investments and foreign currencies
|
|
|
1,535,566
|
|
|
|
$
|
33,940,479
|
|
STATEMENT OF OPERATIONS
|
|
|
Financial Statements
|
|
|
|
Year Ended
December 31, 2013
|
|
Investment Income
|
|
|
|
|
Dividends (net of $1,990 foreign tax withholding)
|
|
$
|
452,641
|
|
Interest
|
|
|
257
|
|
|
|
|
|
|
Total investment income
|
|
|
452,898
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
Compensation and benefits
|
|
|
598,124
|
|
Legal
|
|
|
197,719
|
|
Occupancy and other office expenses
|
|
|
126,258
|
|
Bookkeeping and pricing
|
|
|
67,020
|
|
Directors
|
|
|
35,414
|
|
Shareholder communications
|
|
|
35,410
|
|
Auditing
|
|
|
23,725
|
|
Registration
|
|
|
12,030
|
|
Insurance
|
|
|
11,050
|
|
Transfer agent
|
|
|
9,727
|
|
Custodian
|
|
|
7,760
|
|
Other
|
|
|
3,389
|
|
Interest on bank credit facility
|
|
|
2,365
|
|
|
|
|
|
|
Total expenses
|
|
|
1,129,991
|
|
|
|
|
|
|
Net investment loss
|
|
|
(677,093
|
)
|
|
|
|
|
|
Realized and Unrealized Gain (Loss)
|
|
|
|
|
Net realized gain on investments in unaffiliated issuers
|
|
|
2,458,952
|
|
Net unrealized appreciation (depreciation)
|
|
|
|
|
Investments in unaffiliated issuers
|
|
|
(959,929
|
)
|
Wholly-owned subsidiaries
|
|
|
537,500
|
|
|
|
|
|
|
Net realized and unrealized gain
|
|
|
2,036,523
|
|
|
|
|
|
|
Net increase in net assets resulting from operations
|
|
$
|
1,359,430
|
|
STATEMENTS OF CHANGES IN NET ASSETS
|
|
For the Years ended December 31, 2013 and 2012
|
Financial Statements
|
|
|
2013
|
|
|
2012
|
|
||
Operations
|
|
|
|
|
|
|
||
Net investment income (loss)
|
|
$
|
(677,093
|
)
|
|
$
|
91,026
|
|
Net realized gain
|
|
|
2,458,952
|
|
|
|
1,743,348
|
|
Unrealized appreciation (depreciation)
|
|
|
(422,429
|
)
|
|
|
2,701,378
|
|
|
|
|
|
|
|
|
|
|
Net increase in net assets resulting from operations
|
|
|
1,359,430
|
|
|
|
4,535,752
|
|
|
|
|
|
|
|
|
|
|
Distributions to Stockholders
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(430,633
|
)
|
|
|
(160,952
|
)
|
Net realized gains
|
|
|
(2,142,985
|
)
|
|
|
(3,324,877
|
)
|
|
|
|
|
|
|
|
|
|
Total distributions
|
|
|
(2,573,618
|
)
|
|
|
(3,485,829
|
)
|
|
|
|
|
|
|
|
|
|
Capital Stock Transactions
|
|
|
|
|
|
|
|
|
Reinvestment of distributions to stockholders
|
|
|
-
|
|
|
|
3,163
|
|
|
|
|
|
|
|
|
|
|
Total increase (decrease) in net assets
|
|
|
(1,214,188
|
)
|
|
|
1,053,086
|
|
|
|
|
|
|
|
|
|
|
Net Assets
|
|
|
|
|
|
|
|
|
Beginning of period
|
|
|
35,154,667
|
|
|
|
34,101,581
|
|
|
|
|
|
|
|
|
|
|
End of period
|
|
$
|
33,940,479
|
|
|
$
|
35,154,667
|
|
|
|
|
|
|
|
|
|
|
End of period net assets include undistributed net investment loss
|
|
$
|
(791,761
|
)
|
|
$
|
-
|
|
STATEMENT OF CASH FLOWS
|
|
|
Financial Statements
|
|
|
Year Ended
December 31, 2013
|
|
|
Cash Flows From Operating Activities
|
|
|
|
|
Net increase in net assets resulting from operations
|
|
$
|
1,359,430
|
|
Adjustments to reconcile increase in net assets resulting from operations
|
|
|
|
|
to net cash provided by (used in) operating activities:
|
|
|
|
|
Unrealized appreciation of investments
|
|
|
442,691
|
|
Net realized gain on sales of investment securities
|
|
|
(2,305,702
|
)
|
Purchase of self storage properties
|
|
|
(19,475,000
|
)
|
Proceeds from sales of investment securities
|
|
|
21,972,534
|
|
Net purchases of short term investments
|
|
|
(493,630
|
)
|
Increase in due from subsidiaries
|
|
|
(56,837
|
)
|
Decrease in dividends receivable
|
|
|
68,467
|
|
Increase in other assets
|
|
|
(3,273
|
)
|
Decrease in accrued expenses
|
|
|
(73,218
|
)
|
Increase in due to affiliates
|
|
|
21,135
|
|
Net cash provided by operating activities
|
|
|
1,456,597
|
|
Cash Flows from Financing Activities
|
|
|
|
|
Cash distributions paid
|
|
|
(2,573,618
|
)
|
Bank credit facility borrowing
|
|
|
1,117,021
|
|
Net cash used in financing activities
|
|
|
(1,456,597
|
)
|
Net change in cash
|
|
|
-
|
|
Cash
Beginning of period
|
|
|
-
|
|
End of period
|
|
$
|
-
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
Cash paid for interest on bank credit facility
|
|
$
|
2,330
|
|
NOTES TO FINANCIAL STATEMENTS
|
December 31, 2013
|
|
Financial Statements
|
NOTES TO FINANCIAL STATEMENTS
|
December 31, 2013 continued
|
|
Financial Statements
|
NOTES TO FINANCIAL STATEMENTS
|
December 31, 2013 continued
|
|
Financial Statements
|
|
|
Year Ended December 31,
|
|
|||||
Distributions paid from:
|
|
2013
|
|
|
2012
|
|
||
Net investment income
|
|
$
|
430,633
|
|
|
$
|
160,952
|
|
Net realized gains
|
|
|
2,142,985
|
|
|
|
3,324,877
|
|
Total distributions
|
|
$
|
2,573,618
|
|
|
$
|
3,485,829
|
|
|
|
|
|
|
|
|
|
|
Undistributed net investment income
|
|
$
|
5,877
|
|
Unrealized appreciation
|
|
|
737,928
|
|
|
|
$
|
743,805
|
|
|
|
|
|
|
Increase in Undistributed
|
Decrease in Net Realized
|
Decrease in
|
Net Investment Income
|
Gain on Investments
|
Paid in Capital
|
$ (114,665)
|
$ 114,665
|
$ -
|
NOTES TO FINANCIAL STATEMENTS
|
December 31, 2013 continued
|
|
Financial Statements
|
ASSETS
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
||||
Investments, at value
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Real estate owned
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
27,437,500
|
|
|
$
|
27,437,500
|
|
Common stocks
|
|
|
6,171,734
|
|
|
|
-
|
|
|
|
-
|
|
|
|
6,171,734
|
|
Preferred stocks
|
|
|
1,456,500
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,456,500
|
|
Other
|
|
|
-
|
|
|
|
-
|
|
|
|
94,561
|
|
|
|
94,561
|
|
Short term investment
|
|
|
-
|
|
|
|
536,624
|
|
|
|
-
|
|
|
|
536,624
|
|
Total investments, at value
|
|
$
|
7,628,234
|
|
|
$
|
536,624
|
|
|
$
|
27,532,061
|
|
|
$
|
35,696,919
|
|
NOTES TO FINANCIAL STATEMENTS
|
December 31, 2013 continued
|
|
Financial Statements
|
|
|
Real Estate Owned
|
|
|
Other
|
|
|
Total
|
|
|||
Balance at December 31, 2012
|
|
$
|
7,425,000
|
|
|
$
|
-
|
|
|
$
|
7,425,000
|
|
Cost of purchases
|
|
|
19,475,000
|
|
|
|
-
|
|
|
|
19,475,000
|
|
Sales
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Transfers in to (out of) level 3
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Change in unrealized depreciation
|
|
|
537,500
|
|
|
|
94,561
|
|
|
|
632,061
|
|
Balance at December 31, 2013
|
|
$
|
27,437,500
|
|
|
$
|
94,561
|
|
|
$
|
27,532,061
|
|
Net change in unrealized appreciation attributable to assets
held as level in 3 at December 31, 2013
|
|
$
|
537,500
|
|
|
$
|
94,561
|
|
|
$
|
632,061
|
|
ASSET
|
|
Fair Value
|
|
Primary
|
Unobservable Input
|
|
||||
CATEGORY
|
Dec. 31, 2013
|
|
Valuation Technique
|
Input
|
|
Range
|
|
|||
Self Storage Properties
|
|
$
|
27,437,500
|
|
Sales comparison approach
|
Discount rate for lack of marketability
|
|
|
73.3% - 100
|
%
|
Other
|
|
$
|
94,561
|
|
Liquidating value
|
Discount rate for lack of marketability
|
|
|
80
|
%
|
NOTES TO FINANCIAL STATEMENTS
|
December 31, 2013 continued
|
|
Financial Statements
|
|
|
Beginning
|
|
|
Membership Equity
|
|
|
Ending
|
|
|
Dividend
|
|
|
Value
|
|
|||||||||
|
|
Equity Interest
|
|
|
Gross
|
|
|
Gross
|
|
|
Equity Interest
|
|
|
Income
|
|
|
December 31, 2013
|
|
||||||
|
|
Percentage
|
|
|
Additions
|
|
|
Reductions
|
|
|
Percentage
|
|
|
|
|
|
|
|
||||||
SSG
Rochester LLC
|
|
|
100
|
%
|
|
$
|
250,000
|
|
|
$
|
-
|
|
|
|
100
|
%
|
|
$
|
-
|
|
|
$
|
4,012,500
|
|
SSG
Sadsbury LLC
|
|
|
100
|
%
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
100
|
%
|
|
$
|
-
|
|
|
$
|
4,200,000
|
|
SSG
Bolingbrook LLC
|
|
|
0
|
%
|
|
$
|
5,700,000
|
|
|
$
|
-
|
|
|
|
100
|
%
|
|
$
|
-
|
|
|
$
|
5,700,000
|
|
SSG
Dolton LLC
|
|
|
0
|
%
|
|
$
|
5,100,000
|
|
|
$
|
-
|
|
|
|
100
|
%
|
|
$
|
-
|
|
|
$
|
5,100,000
|
|
SSG
Merrillville LLC
|
|
|
0
|
%
|
|
$
|
4,825,000
|
|
|
$
|
-
|
|
|
|
100
|
%
|
|
$
|
-
|
|
|
$
|
4,825,000
|
|
SSG
Summerville I LLC
|
|
|
0
|
%
|
|
$
|
2,300,000
|
|
|
$
|
-
|
|
|
|
100
|
%
|
|
$
|
-
|
|
|
$
|
2,300,000
|
|
SSG
Summerville II LLC
|
|
|
0
|
%
|
|
$
|
1,300,000
|
|
|
$
|
-
|
|
|
|
100
|
%
|
|
$
|
-
|
|
|
$
|
1,300,000
|
|
Dollars in thousands
|
|
SSG
Bolingbrook LLC (1)
|
|
|
SSG
Dolton
LLC (1)
|
|
|
SSG
Merrillville
LLC (1)
|
|
|
SSG
Rochester
LLC
|
|
|
SSG
Sadsbury
LLC
|
|
|
SSG
Summerville I LLC (2)
|
|
|
SSG
Summerville II LLC (3)
|
|
|||||||
OPERATING DATA
Year ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Rental income
|
|
$
|
324
|
|
|
$
|
324
|
|
|
$
|
294
|
|
|
$
|
740
|
|
|
$
|
518
|
|
|
$
|
163
|
|
|
$
|
80
|
|
Net income (loss)
|
|
$
|
45
|
|
|
$
|
86
|
|
|
$
|
49
|
|
|
$
|
173
|
|
|
$
|
111
|
|
|
$
|
(45
|
)
|
|
$
|
(28
|
)
|
BALANCE SHEET DATA December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate assets, net
|
|
$
|
5,622
|
|
|
$
|
5,069
|
|
|
$
|
4,760
|
|
|
$
|
3,565
|
|
|
$
|
3,681
|
|
|
$
|
2,269
|
|
|
$
|
1,278
|
|
Total assets
|
|
$
|
5,972
|
|
|
$
|
5,417
|
|
|
$
|
5,078
|
|
|
$
|
3,712
|
|
|
$
|
4,034
|
|
|
$
|
2,441
|
|
|
$
|
1,374
|
|
Total liabilities
|
|
$
|
227
|
|
|
$
|
231
|
|
|
$
|
204
|
|
|
$
|
159
|
|
|
$
|
57
|
|
|
$
|
186
|
|
|
$
|
102
|
|
(1)
|
Operations commenced with the acquisition of the property on June 27, 2013.
|
(2)
|
Operations commenced with the acquisition of the property on July 12, 2013.
|
(3)
|
Operations commenced with the acquisition of the property on August 20, 2013.
|
NOTES TO FINANCIAL STATEMENTS
|
December 31, 2013 continued
|
|
Financial Statements
|
|
Acquisition Date
|
|
Cost
|
|
|
Value
|
|
||
SSG Rochester LLC
|
12/24/12
|
|
$
|
3,750,000
|
|
|
$
|
4,012,500
|
|
SSG Sadsbury LLC
|
12/5/12
|
|
|
4,000,000
|
|
|
|
4,200,000
|
|
SSG Bolingbrook LLC
|
6/27/13
|
|
|
5,700,000
|
|
|
|
5,700,000
|
|
SSG Dolton LLC
|
6/27/13
|
|
|
5,100,000
|
|
|
|
5,100,000
|
|
SSG Merrillville LLC
|
6/27/13
|
|
|
4,825,000
|
|
|
|
4,825,000
|
|
SSG Summerville I LLC
|
7/12/13
|
|
|
2,300,000
|
|
|
|
2,300,000
|
|
SSG Summerville II LLC
|
8/20/13
|
|
|
1,300,000
|
|
|
|
1,300,000
|
|
DWS RREEF Real Estate Fund Liquidating Trust
|
2009
|
|
|
0
|
|
|
|
15,356
|
|
DWS RREEF Real Estate Fund II Liquidating Trust
|
2009
|
|
|
0
|
|
|
|
79,205
|
|
Total
|
|
|
$
|
26,975,000
|
|
|
$
|
27,532,061
|
|
Percent of net assets
|
|
|
|
79.48
|
%
|
|
|
81.12
|
%
|
NOTES TO FINANCIAL STATEMENTS
|
December 31, 2013 continued
|
|
Financial Statements
|
NOTES TO FINANCIAL STATEMENTS
|
December 31, 2013 concluded
|
|
Financial Statements
|
FINANCIAL HIGHLIGHTS
|
December 31, 2013
|
|
Financial Statements
|
|
|
Year ended December 31,
|
|
|||||||||||||||||
Per Share Operating Performance
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|||||
(for a share outstanding throughout each period)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net asset value, beginning of period
|
|
$
|
4.74
|
|
|
$
|
4.60
|
|
|
$
|
5.00
|
|
|
$
|
4.43
|
|
|
$
|
3.64
|
|
Income from investment operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss) (1)
|
|
|
(.09
|
)
|
|
|
.01
|
|
|
|
.19
|
|
|
|
.20
|
|
|
|
.21
|
|
Net realized and unrealized gain (loss) on investments
|
|
|
.28
|
|
|
|
.60
|
|
|
|
(.33
|
)
|
|
|
.59
|
|
|
|
.82
|
|
Total income from investment operations
|
|
|
.19
|
|
|
|
.61
|
|
|
|
(.14
|
)
|
|
|
.79
|
|
|
|
1.03
|
|
Less distributions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(.06
|
)
|
|
|
(.02
|
)
|
|
|
(.26
|
)
|
|
|
(.22
|
)
|
|
|
(.24
|
)
|
Net realized gains
|
|
|
(.29
|
)
|
|
|
(.45
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total distributions
|
|
|
(.35
|
)
|
|
|
(.47
|
)
|
|
|
(.26
|
)
|
|
|
(.22
|
)
|
|
|
(.24
|
)
|
Net asset value, end of period
|
|
$
|
4.58
|
|
|
$
|
4.74
|
|
|
$
|
4.60
|
|
|
$
|
5.00
|
|
|
$
|
4.43
|
|
Market value, end of period
|
|
$
|
3.59
|
|
|
$
|
3.69
|
|
|
$
|
3.78
|
|
|
$
|
4.17
|
|
|
$
|
3.65
|
|
Total Return (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Based on net asset value
|
|
|
5.70
|
%
|
|
|
16.22
|
%
|
|
|
(1.86
|
)%
|
|
|
19.60
|
%
|
|
|
31.03
|
%
|
Based on market price
|
|
|
6.43
|
%
|
|
|
10.10
|
%
|
|
|
(3.30
|
)%
|
|
|
21.07
|
%
|
|
|
45.55
|
%
|
Ratios/Supplemental Data (3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets at end of period (000s omitted)
|
|
$
|
33,940
|
|
|
$
|
35,155
|
|
|
$
|
34,102
|
|
|
$
|
37,071
|
|
|
$
|
32,813
|
|
Ratio of total expenses to average net assets
|
|
|
3.14
|
%
|
|
|
2.60
|
%
|
|
|
2.31
|
%
|
|
|
2.00
|
%
|
|
|
1.62
|
%
|
Ratio of net expenses excluding loan interest and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
fees to average net assets
|
|
|
3.14
|
%
|
|
|
2.60
|
%
|
|
|
2.30
|
%
|
|
|
1.96
|
%
|
|
|
1.56
|
%
|
Ratio of net investment income (loss) to average net assets
|
|
|
(1.88
|
)%
|
|
|
0.25
|
%
|
|
|
4.31
|
%
|
|
|
4.33
|
%
|
|
|
5.23
|
%
|
Portfolio turnover rate
|
|
|
57
|
%
|
|
|
115
|
%
|
|
|
22
|
%
|
|
|
55
|
%
|
|
|
48
|
%
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
December 31, 2013
|
|
Financial Statements
|
(a)
|
(i) Unaudited financial statements for the six months ended June 30, 2015 are included herein under Item 13.
|
(ii)
|
Audited financial statements for the year ended December 31, 2014 are included herein under Item 13.
|
(iii)
|
Unaudited financial statements for the six months ended June 30, 2014 are included herein under Item 13.
|
(iv)
|
Audited financial statements for the year ended December 31, 2013 are included herein under Item 13.
|
(v)
|
Unaudited pro forma condensed consolidated financial statements filed herewith as Exhibit 99.
|
(b)
|
Exhibits – See Exhibit Index below.
|
Exhibit Item Number and Description
|
Incorporated by Reference to
|
Filed Herewith
|
3.1.1. Articles of incorporation
|
Company's registration statement filing on Form N-2, File Nos. 333-46765 and 811-08025, as filed with the SEC on January 23, 1997.
|
|
3.1.2. Articles of amendment
|
Company's registration statement filing on Form N-2, File No. 811-08025, as filed with the SEC on December 10, 2003.
|
|
3.1.3. Articles supplementary
|
Company's registration statement filing on Form N-2, File No. 811-08025, as filed with the SEC on December 10, 2003.
|
|
3.1.4. Articles of amendment
|
Company's filing on Form 10, File No. 001-12681, as filed with the SEC on June 30, 2015.
|
|
3.2. Amended and Restated Bylaws
|
Company's filing on Form 10, File No. 001-12681, as filed with the SEC on June 30, 2015.
|
|
4. Rights Agreement
|
Company's filing on Form 10, File No. 001-12681, as filed with the SEC on June 30, 2015.
|
|
10.1. Committed Facility Agreement
|
Company's filing on Form NSAR-A, File No. 811-08025, as filed with the SEC on August 29, 2012.
|
|
10.2. Lending Agreement
|
Company's filing on Form NSAR-A, File No. 811-08025, as filed with the SEC on August 29, 2012.
|
|
10.6. Employment Agreement dated July 1, 2015
|
Company's filing on Form 10, File No. 001-12681, as filed with the SEC on June 30, 2015.
|
|
11. Statement re computation of per share earnings
|
Company's audited financial statements for the year ended December 31, 2014, as
filed with the SEC in Form N-CSR on March 9, 2015
|
|
21. Subsidiaries of the registrant
|
Company's filing on Form 10, File No. 001-12681, as filed with the SEC on September 25, 2015.
|
|
99. Unaudited pro forma condensed consolidated financial statements
|
X
|
Pro Forma Adjustments
|
|||||||||||||||||
SELF
|
Self Storage
|
Pro Forma
|
|||||||||||||||
Historical (A)
|
Properties (B)
|
Other
|
Combined
|
||||||||||||||
Assets
|
|||||||||||||||||
Self storage properties
|
$
|
-
|
$
|
27,949,770
|
5,775,005
|
(C)
|
$
|
33,724,775
|
|||||||||
Less accumulated depreciation
|
-
|
(1,314,103
|
)
|
-
|
(1,314,103
|
)
|
|||||||||||
Self storage properties, net
|
-
|
26,635,667
|
5,775,005
|
32,410,672
|
|||||||||||||
Investments, at value
|
|||||||||||||||||
Wholly-owned subsidiaries (cost $27,725,000 )
|
33,500,005
|
-
|
(33,500,005
|
)
|
(C)
|
-
|
|||||||||||
Unaffiliated issuers (cost $6,090,663)
|
7,104,192
|
-
|
(7,104,192
|
)
|
(D) (E)
|
-
|
|||||||||||
Cash / Cash and cash equivalents
|
29,754
|
477,432
|
3,565,353
|
(D)
|
4,072,539
|
||||||||||||
Available-for-sale securities
|
-
|
-
|
3,538,839
|
(E)
|
3,538,839
|
||||||||||||
Accounts receivable
|
-
|
89,659
|
-
|
89,659
|
|||||||||||||
Dividends receivable
|
13,200
|
-
|
-
|
13,200
|
|||||||||||||
Prepaid expenses
|
-
|
203,988
|
-
|
203,988
|
|||||||||||||
Other assets
|
4,765
|
-
|
-
|
4,765
|
|||||||||||||
Total assets
|
$
|
40,651,916
|
$
|
27,406,746
|
$
|
(27,725,000
|
)
|
$
|
40,333,662
|
||||||||
Liabilities
|
|||||||||||||||||
Accounts payable and accrued expenses
|
$
|
165,870
|
$
|
348,189
|
-
|
$
|
514,059
|
||||||||||
Due to affiliates
|
62,891
|
-
|
-
|
62,891
|
|||||||||||||
Deferred revenue
|
-
|
80,408
|
-
|
80,408
|
|||||||||||||
Total liabilities
|
228,761
|
428,597
|
-
|
657,358
|
|||||||||||||
Net Assets / Stockholders Equity
|
|||||||||||||||||
Capital stock and additional paid in capital
|
33,159,940
|
-
|
-
|
33,159,940
|
|||||||||||||
Undistributed net realized gains
|
428,165
|
-
|
-
|
428,165
|
|||||||||||||
Net unrealized appreciation on investments
|
6,835,050
|
-
|
(6,835,050
|
)
|
(F) (G)
|
-
|
|||||||||||
Member capital
|
-
|
27,725,000
|
(27,725,000
|
)
|
(C)
|
-
|
|||||||||||
Accumulated other comprehensive income
|
-
|
-
|
1,060,045
|
(G)
|
1,060,045
|
||||||||||||
Retained earnings (deficit)
|
-
|
(746,851
|
)
|
5,775,005
|
(F)
|
5,028,154
|
|||||||||||
Total net assets / stockholders equity
|
40,423,155
|
26,978,149
|
(27,725,000
|
)
|
39,676,304
|
||||||||||||
Total liabilities and net assets / stockholders equity
|
$
|
40,651,916
|
$
|
27,406,746
|
$
|
(27,725,000
|
)
|
$
|
40,333,662
|
Pro Forma Adjustments
|
|||||||||||||||||
SELF
|
Self Storage
|
Pro Forma
|
|||||||||||||||
Historical (AA)
|
Properties (BB)
|
Other
|
Combined
|
||||||||||||||
Investment Income / Revenue
|
|||||||||||||||||
Rental revenue
|
$
|
-
|
$
|
2,101,005
|
$
|
2,101,005
|
|||||||||||
Other property related revenue
|
-
|
74,293
|
74,293
|
||||||||||||||
Dividends
|
|||||||||||||||||
Wholly-owned subsidiaries
|
1,140,000
|
-
|
(1,140,000
|
)
|
(CC)
|
-
|
|||||||||||
Unaffiliated issuers
|
80,217
|
-
|
(80,217
|
)
|
(DD)
|
-
|
|||||||||||
Total investment income / Total revenue
|
1,220,217
|
2,175,298
|
(1,220,217
|
)
|
2,175,298
|
||||||||||||
Expenses
|
|||||||||||||||||
Compensation and benefits
|
363,056
|
238,049
|
601,105
|
||||||||||||||
Property operating expenses
|
-
|
592,398
|
592,398
|
||||||||||||||
General and administrative
|
-
|
96,977
|
162,631
|
(EE)
|
259,608
|
||||||||||||
Depreciation and amortization
|
-
|
312,230
|
312,230
|
||||||||||||||
Professional services
|
-
|
-
|
60,130
|
(FF)
|
60,130
|
||||||||||||
Occupancy and other office expenses
|
74,656
|
-
|
(74,656
|
)
|
(EE)
|
-
|
|||||||||||
Registration
|
62,860
|
-
|
(62,860
|
)
|
(EE)
|
-
|
|||||||||||
Bookkeeping and pricing
|
37,795
|
-
|
(37,795
|
)
|
(GG)
|
-
|
|||||||||||
Auditing
|
20,915
|
-
|
(20,915
|
)
|
(FF)
|
-
|
|||||||||||
Directors
|
20,415
|
-
|
(20,415
|
)
|
(FF)
|
-
|
|||||||||||
Legal
|
18,800
|
-
|
(18,800
|
)
|
(FF)
|
-
|
|||||||||||
Stockholder communications
|
11,698
|
-
|
(11,698
|
)
|
(EE)
|
-
|
|||||||||||
Custodian
|
6,900
|
-
|
(6,900
|
)
|
(GG)
|
-
|
|||||||||||
Insurance
|
5,430
|
-
|
(5,430
|
)
|
(EE)
|
-
|
|||||||||||
Transfer agent
|
5,110
|
-
|
(5,110
|
)
|
(EE)
|
-
|
|||||||||||
Other
|
2,877
|
-
|
(2,877
|
)
|
(EE)
|
-
|
|||||||||||
Total expenses
|
630,512
|
1,239,654
|
(44,695
|
)
|
1,825,471
|
||||||||||||
Net investment income / Income from operations
|
589,705
|
935,644
|
(1,175,522
|
)
|
349,827
|
||||||||||||
Realized and Unrealized Gain (Loss) / Other Income
|
|||||||||||||||||
Dividend income
|
-
|
-
|
80,217
|
(DD)
|
80,217
|
||||||||||||
Net realized gain on investments in unaffiliated issuers
|
900,368
|
-
|
900,368
|
||||||||||||||
Net unrealized appreciation
|
|||||||||||||||||
Wholly-owned subsidiaries
|
2,220,006
|
-
|
(2,220,006
|
)
|
(HH)
|
-
|
|||||||||||
Unaffiliated issuers
|
(423,652
|
)
|
-
|
423,652
|
(HH)
|
-
|
|||||||||||
Net realized and unrealized gain / Other income
|
2,696,722
|
-
|
(1,796,354
|
)
|
900,368
|
||||||||||||
Net increase in net assets resulting from operations / Net income before taxes
|
3,286,427
|
935,644
|
(2,971,876
|
)
|
1,250,195
|
||||||||||||
Income taxes (a)
|
-
|
5,438
|
5,438
|
||||||||||||||
Net increase in net assets resulting from operations / Net income
|
$
|
3,286,427
|
$
|
930,206
|
$
|
(2,971,876
|
)
|
$
|
1,244,757
|
||||||||
Earnings per share
|
$
|
0.17
|
|||||||||||||||
Weighted average shares outstanding
|
7,416,766
|
||||||||||||||||
Combined
|
|
|
||||||||||||||||||||||||||||||
Balance Sheets |
Bolingbrook
|
Dolton
|
Merrillville
|
Rochester
|
Sadsbury
|
Summerville I |
|
Summerville II
|
||||||||||||||||||||||||
Assets
|
||||||||||||||||||||||||||||||||
Land
|
$
|
2,661,000
|
$
|
572,500
|
$
|
517,500
|
$
|
486,000
|
$
|
350,000
|
$
|
375,000
|
$
|
230,000
|
$
|
130,000
|
||||||||||||||||
Buildings and improvements
|
25,288,770
|
5,174,441
|
4,655,096
|
4,391,521
|
3,376,872
|
4,425,486
|
2,095,831
|
1,169,523
|
||||||||||||||||||||||||
Total self storage properties
|
27,949,770
|
5,746,941
|
5,172,596
|
4,877,521
|
3,726,872
|
4,800,486
|
2,325,831
|
1,299,523
|
||||||||||||||||||||||||
Accumulated depreciation
|
(1,314,103
|
)
|
(257,533
|
)
|
(232,917
|
)
|
(221,024
|
)
|
(214,255
|
)
|
(225,294
|
)
|
(106,833
|
)
|
(56,247
|
)
|
||||||||||||||||
Self storage properties, net
|
26,635,667
|
5,489,408
|
4,939,679
|
4,656,497
|
3,512,617
|
4,575,192
|
2,218,998
|
1,243,276
|
||||||||||||||||||||||||
Cash and cash equivalents
|
477,432
|
159,319
|
105,913
|
77,870
|
95,052
|
7,910
|
21,862
|
9,506
|
||||||||||||||||||||||||
Accounts receivable
|
89,659
|
7,220
|
20,123
|
23,999
|
7,009
|
7,349
|
13,622
|
10,337
|
||||||||||||||||||||||||
Prepaid expenses
|
203,988
|
7,922
|
9,947
|
8,804
|
39,579
|
118,073
|
12,142
|
7,521
|
||||||||||||||||||||||||
Total assets
|
$
|
27,406,746
|
$
|
5,663,869
|
$
|
5,075,662
|
$
|
4,767,170
|
$
|
3,654,257
|
$
|
4,708,524
|
$
|
2,266,624
|
$
|
1,270,640
|
||||||||||||||||
Liabilities and member capital
|
||||||||||||||||||||||||||||||||
Accounts payable and accrued expenses
|
$
|
348,189
|
$
|
119,367
|
$
|
93,471
|
$
|
70,066
|
$
|
8,351
|
$
|
9,826
|
$
|
27,766
|
$
|
19,342
|
||||||||||||||||
Deferred revenue
|
80,408
|
12,108
|
10,558
|
9,235
|
20,015
|
9,137
|
14,976
|
4,379
|
||||||||||||||||||||||||
Total liabilities
|
428,597
|
131,475
|
104,029
|
79,301
|
28,366
|
18,963
|
42,742
|
23,721
|
||||||||||||||||||||||||
Member Capital
|
||||||||||||||||||||||||||||||||
Member capital
|
27,725,000
|
5,700,000
|
5,100,000
|
4,825,000
|
3,750,000
|
4,750,000
|
2,300,000
|
1,300,000
|
||||||||||||||||||||||||
Retained earnings (deficit)
|
(746,851
|
)
|
(167,606
|
)
|
(128,367
|
)
|
(137,131
|
)
|
(124,109
|
)
|
(60,439
|
)
|
(76,118
|
)
|
(53,081
|
)
|
||||||||||||||||
Total member capital
|
26,978,149
|
5,532,394
|
4,971,633
|
4,687,869
|
3,625,891
|
4,689,561
|
2,223,882
|
1,246,919
|
||||||||||||||||||||||||
Total liabilities and member capital
|
$
|
27,406,746
|
$
|
5,663,869
|
$
|
5,075,662
|
$
|
4,767,170
|
$
|
3,654,257
|
$
|
4,708,524
|
$
|
2,266,624
|
$
|
1,270,640
|
Combined
|
||||||||||||||||||||||||||||||||
Statements of
|
|
|
||||||||||||||||||||||||||||||
Income
|
Bolingbrook
|
Dolton
|
Merrillville
|
Rochester
|
Sadsbury
|
Summerville I
|
|
Summerville II
|
||||||||||||||||||||||||
Revenue
|
||||||||||||||||||||||||||||||||
Rental revenue
|
$
|
2,101,005
|
$
|
324,589
|
$
|
361,436
|
$
|
301,381
|
$
|
474,333
|
$
|
294,535
|
$
|
221,114
|
$
|
123,617
|
||||||||||||||||
Other property related revenue
|
74,293
|
9,328
|
16,598
|
9,832
|
16,038
|
11,827
|
7,190
|
3,480
|
||||||||||||||||||||||||
Total revenue
|
2,175,298
|
333,917
|
378,034
|
311,213
|
490,371
|
306,362
|
228,304
|
127,097
|
||||||||||||||||||||||||
Expenses
|
||||||||||||||||||||||||||||||||
Property operating expenses
|
592,398
|
91,940
|
87,160
|
76,125
|
150,482
|
97,865
|
56,596
|
32,230
|
||||||||||||||||||||||||
Depreciation and amortization
|
312,230
|
64,424
|
58,492
|
56,197
|
42,783
|
47,871
|
27,101
|
15,362
|
||||||||||||||||||||||||
Compensation and benefits
|
238,049
|
32,620
|
25,929
|
29,787
|
54,624
|
54,170
|
31,814
|
9,105
|
||||||||||||||||||||||||
General and administrative
|
96,977
|
10,334
|
12,684
|
11,447
|
24,274
|
18,721
|
11,883
|
7,634
|
||||||||||||||||||||||||
Total expenses
|
1,239,654
|
199,318
|
184,265
|
173,556
|
272,163
|
218,627
|
127,394
|
64,331
|
||||||||||||||||||||||||
Net income before taxes
|
935,644
|
134,599
|
193,769
|
137,657
|
218,208
|
87,735
|
100,910
|
62,766
|
||||||||||||||||||||||||
Income taxes
|
5,438
|
-
|
-
|
314
|
-
|
-
|
2,562
|
2,562
|
||||||||||||||||||||||||
Net income
|
$
|
930,206
|
$
|
134,599
|
$
|
193,769
|
$
|
137,343
|
$
|
218,208
|
$
|
87,735
|
$
|
98,348
|
$
|
60,204
|
General and administrative
|
$162,631
|
|
Occupancy and other office expenses
|
74,656
|
|
Registration
|
62,860
|
|
Stockholder communications
|
11,698
|
|
Transfer agent
|
5,110
|
|
Insurance
|
5,430
|
|
Other
|
2,877
|
Professional services
|
$60,130
|
||
Legal
|
18,800
|
||
Directors
|
20,415
|
||
Auditing
|
20,915
|