N-CSR: Certified annual shareholder report of registered management investment companies filed on Form N-CSR
Published on March 9, 2016
Investment Company Act file number: 811-08025
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11 Hanover Square, New York, NY 10005
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(Address of principal executive offices) (Zipcode)
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2015
PORTFOLIO ANALYSIS
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December 31, 2015
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TOP TEN |
December 31, 2015 |
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HOLDINGS
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1 |
SSG Bolingbrook LLC |
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2 |
SSG Rochester LLC |
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3 |
SSG Dolton LLC |
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4 |
SSG Merrillville LLC |
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5 |
SSG Sadsbury LLC |
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6 |
SSG Summerville I LLC |
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7 |
SSG Summerville II LLC |
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8 |
Extra Space Storage, Inc. |
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9 |
CubeSmart |
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10 |
Public Storage |
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Top ten holdings comprise approximately 87% of total assets.
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Holdings are subject to change. The above portfolio information should not be considered as a recommendation to purchase or sell a particular security and there is no assurance whether or not any securities will be retained. |
1 Annual Report 2015 |
GLOBAL SELF STORAGE, INC.
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TO OUR STOCKHOLDERS
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||||
February 15, 2016 |
Financial Statements
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Dear Fellow Stockholders:
SAME – STORE PROPERTIES (1) |
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Year ended December 31, 2015
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||||||||
2015 | 2014 | Variance |
Percentage Difference |
|||||
Revenues |
$4,439,407 | $3,979,492 | $459,915 | 11.6% | ||||
Costs of Operations |
1,800,982 | 1,804,818 | (3,836) | (0.2%) | ||||
Funds from Operations |
2,638,425 | 2,174,674 | 463,751 | 21.3% | ||||
Sq. ft. occupancy |
87.9% | 87.7% | 0.2% | 0.3% | ||||
Revenue per Leased Sq Ft
|
$ 10.40 | $ 9.04 | $ 1.36 | 15.0% | ||||
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(1) |
The table above is not a full and complete financial presentation of the Company’s results in accordance with U.S. generally accepted accounting principles (“GAAP”), but is rather a Non-GAAP summary of certain of its self storage properties’ financial highlights. For example, certain expense and income items such as “Corporate overhead expense”, “Securities dividends and interest income” and “Realized gain (or losses) on securities” are not included, presented or discussed in this table. Funds From Operations (“FFO”) is a Non-GAAP financial metric and is defined by the National Association of Real Estate Investment Trusts, Inc. as net income computed in accordance with GAAP, excluding gains or losses on sales of operating properties and impairment write downs of depreciable real estate assets, plus depreciation and amortization and after adjustments to record unconsolidated partnerships and joint ventures on the same basis. The Company believes that to further understand the Company’s performance of its self storage properties, FFO should be considered along with the reported net income and cash flows in accordance with GAAP, as presented in the Company’s financial statements. FFO does not represent cash generated from operating activities determined in accordance with GAAP, and should not be considered as an alternative to net income as an indication of the Company’s performance, as an alternative to net cash flow from operating activities as a measure of liquidity, or as an indicator of the Company’s ability to make cash distributions. Revenues and revenues per leased sq. ft. include rental revenue from climate-controlled and traditional units and outside parking. |
GLOBAL SELF STORAGE, INC.
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Annual Report 2015 2
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President’s Letter
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GLOBAL SELF STORAGE FACILITIES |
||||||||||||
Year ended December 31, 2015
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Property | Address | Year Opened |
Number of Units |
Net Leasable Square Feet (1) |
Dec. 31, 2015 Square Foot |
Dec. 31, 2014 Square Foot Occupancy % |
||||||
SSG BOLINGBROOK LLC |
296 North Weber Road Bolingbrook, IL 60440 | 1997 | 497 | 66,250 | 93.9% | 85.5% | ||||||
SSG DOLTON LLC |
14900 Woodlawn Avenue Dolton, IL 60419 | 2007 | 649 | 86,725 | 93.2% | 92.2% | ||||||
SSG MERRILLVILLE LLC |
6590 Broadway Merrillville, IN 46410 |
2005 | 507 | 71,420 | 95.6% | 92.5% | ||||||
SSG ROCHESTER LLC |
2255 Buffalo Road Rochester, NY 14624 | 2010 | 650 | 68,022 | 87.1% | 88.3% | ||||||
SSG SADSBURY LLC |
21 Aim Boulevard Sadsburyville, PA 19369 | 2006 | 699 | 79,004 | 80.2% | 94.8% | ||||||
SSG SUMMERVILLE I LLC |
1713 Old Trolley Road Summerville, SC 29485 | 1990 | 557 | 72,700 | 77.9% | 71.2% | ||||||
SSG SUMMERVILLE II LLC |
900 North Gum Street Summerville, SC 29483 | 1997 | 254 | 41,458 | 88.2% | 92.5% | ||||||
TOTAL |
3,813 | 485,579 | 87.9% | 87.7% | ||||||||
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(1) |
Includes outside auto/RV/boat storage space of approximately 13,000 square feet at SSG Sadsbury LLC, 9,900 square feet at SG 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, 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 the 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. |
3 Annual Report 2015 |
GLOBAL SELF STORAGE, INC.
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Financial Statements
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GLOBAL SELF STORAGE INC.
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Annual Report 2015 4
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President’s Letter
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5 Annual Report 2015 |
GLOBAL SELF STORAGE, INC.
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President’s Letter
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GLOBAL SELF STORAGE, INC.
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Annual Report 2015 6
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SCHEDULE OF PORTFOLIO INVESTMENTS
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December 31, 2015
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Financial Statements
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Member Equity Interest
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Value
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|||||||
WHOLLY OWNED SUBSIDIARIES (81.88%) |
||||||||
Real Estate Owned (81.82%) |
||||||||
Self Storage Properties (81.82%) |
||||||||
100% |
SSG Bolingbrook LLC (a) (b) |
$ 6,100,000 | ||||||
100% |
SSG Dolton LLC (a) (b) |
5,900,000 | ||||||
100% |
SSG Merrillville LLC (a) (b) |
5,700,000 | ||||||
100% |
SSG Rochester LLC (a) (b) |
5,950,000 | ||||||
100% |
SSG Sadsbury LLC (a) (b) |
5,700,000 | ||||||
100% |
SSG Summerville I LLC (a) (b) |
3,400,000 | ||||||
100% |
SSG Summerville II LLC (a) (b) |
1,850,000 | ||||||
|
||||||||
Total real estate owned (Cost $27,725,000) |
34,600,000 | |||||||
|
||||||||
Other (0.06%) |
||||||||
100% |
SSG Operations LLC (a) (b) (Cost $24,573) |
24,573 | ||||||
|
||||||||
Total wholly owned subsidiaries (Cost $27,749,573) |
34,624,573 | |||||||
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||||||||
Shares |
COMMON STOCKS (7.34%) |
|||||||
Real Estate Investment Trusts (7.34%) |
||||||||
Diversified (1.58%) |
||||||||
2,700 |
Public Storage |
668,790 | ||||||
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||||||||
Industrial (5.76%) |
||||||||
24,000 |
CubeSmart |
734,880 | ||||||
12,000 |
Extra Space Storage, Inc. |
1,058,520 | ||||||
6,000 |
Sovran Self Storage, Inc. |
643,860 | ||||||
|
||||||||
2,437,260 | ||||||||
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||||||||
Total common stocks (Cost $1,360,102) |
3,106,050 | |||||||
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||||||||
PREFERRED STOCKS (2.79%) |
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Real Estate Investment Trusts (2.79%) |
||||||||
Industrial (0.93%) |
||||||||
15,000 |
CubeSmart 7.75%, Series A |
392,250 | ||||||
Retail (1.86%) |
||||||||
15,000 |
Pennsylvania Real Estate Investment Trust, 8.25%, Series A |
387,150 | ||||||
15,000 |
Realty Income Corp., 6.625%, Series F |
397,350 | ||||||
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||||||||
784,500 | ||||||||
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||||||||
Total preferred stocks (Cost $1,087,753) |
1,176,750 | |||||||
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||||||||
OTHER (0%) |
||||||||
2 |
RMR Asia Pacific Fund Fractional shares (b) (Cost $0) |
0 | ||||||
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||||||||
See notes to financial statements.
7 Annual Report 2015 |
GLOBAL SELF STORAGE, INC.
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SCHEDULE OF PORTFOLIO INVESTMENTS
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||||
Financial Statements
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Shares
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SHORT TERM INVESTMENT (8.34%)
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Value
|
||||||
3,526,337 |
SSgA Money Market Fund, 7 day annualized yield 0.01% (Cost $3,526,337) |
$ 3,526,337 | ||||||
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||||||||
Total investments (Cost $33,723,765) (100.35%) |
42,433,710 | |||||||
Liabilities in excess of other assets (-0.35%) |
(147,188) | |||||||
|
||||||||
Net assets (100.00%) |
$ 42,286,522 | |||||||
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(a) Controlled affiliate. |
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(b) Illiquid and/or restricted security that has been fair valued. |
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LLC Limited Liability Company |
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See notes to financial statements.
GLOBAL SELF STORAGE, INC.
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Annual Report 2015 8
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STATEMENT OF ASSETS AND LIABILITIES
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Financial Statements
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December 31, 2015
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Assets |
|||||||||
Investments, at value |
|||||||||
Wholly owned subsidiaries (cost $27,749,573) |
$ 34,624,573 | ||||||||
Unaffiliated issuers (cost $5,974,192) |
7,809,137 | ||||||||
|
|||||||||
42,433,710 | |||||||||
Cash |
29,763 | ||||||||
Dividends receivable |
14,403 | ||||||||
Other assets |
12,320 | ||||||||
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|||||||||
Total assets |
42,490,196 | ||||||||
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|||||||||
Liabilities |
|||||||||
Accounts payable and accrued expenses |
139,025 | ||||||||
Due to affiliates |
64,649 | ||||||||
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|||||||||
Total liabilities |
203,674 | ||||||||
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|||||||||
Net Assets |
$ 42,286,522 | ||||||||
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|||||||||
Net Asset Value Per Share |
|||||||||
(applicable to 7,416,766 shares outstanding: 20,000,000 shares of $.01 par value authorized) |
$ 5.70 | ||||||||
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|||||||||
Net Assets Consist of |
|||||||||
Paid in capital |
$ 32,983,056 | ||||||||
Undistributed net investment income |
593,521 | ||||||||
Net unrealized appreciation on investments |
8,709,945 | ||||||||
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|||||||||
$ 42,286,522 | |||||||||
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See notes to financial statements. |
9 Annual Report 2015 |
GLOBAL SELF STORAGE, INC.
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STATEMENT OF OPERATIONS
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Financial Statements
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Year Ended December 31, 2015
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Investment Income |
||||||
Dividends |
||||||
Wholly owned subsidiaries |
$ 2,600,000 | |||||
Unaffiliated issuers |
131,431 | |||||
|
||||||
Total investment income |
2,731,431 | |||||
|
||||||
Expenses |
||||||
Compensation and benefits |
757,213 | |||||
Occupancy and other office expenses |
125,259 | |||||
Bookkeeping and pricing |
79,005 | |||||
Registration |
62,956 | |||||
Auditing |
48,140 | |||||
Directors |
38,505 | |||||
Stockholder communications |
21,992 | |||||
Legal |
19,600 | |||||
Custodian |
12,080 | |||||
Insurance |
11,790 | |||||
Transfer agent |
11,430 | |||||
Other |
3,798 | |||||
|
||||||
Total expenses |
1,191,768 | |||||
|
||||||
Net investment income |
1,539,663 | |||||
|
||||||
Realized and Unrealized Gain |
||||||
Net realized gain on investments in unaffiliated issuers |
903,061 | |||||
Net unrealized appreciation |
||||||
Wholly owned subsidiaries |
3,320,002 | |||||
Unaffiliated issuers |
351,247 | |||||
|
||||||
Net realized and unrealized gain |
4,574,310 | |||||
|
||||||
Net increase in net assets resulting from operations |
$ 6,113,973 | |||||
|
||||||
See notes to financial statements. |
GLOBAL SELF STORAGE, INC.
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Annual Report 2015 10
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STATEMENTS OF CHANGES IN NET ASSETS
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||||
For the Years Ended December 31, 2015 and 2014
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Financial Statements
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2015
|
2014
|
|||||||||||||||||||
Operations |
||||||||||||||||||||
Net investment income |
$ 1,539,663 | $ 1,126,343 | ||||||||||||||||||
Net realized gain |
903,061 | 1,459,315 | ||||||||||||||||||
Unrealized appreciation |
3,671,249 | 3,503,130 | ||||||||||||||||||
|
|
|||||||||||||||||||
Net increase in net assets resulting from operations |
6,113,973 | 6,088,788 | ||||||||||||||||||
|
|
|||||||||||||||||||
Distributions to Stockholders |
||||||||||||||||||||
Net investment income |
(848,415) | (450,425) | ||||||||||||||||||
Net realized gains |
(903,061) | (1,477,934) | ||||||||||||||||||
Return of capital |
(176,883) | - | ||||||||||||||||||
|
|
|||||||||||||||||||
Total distributions |
(1,928,359) | (1,928,359) | ||||||||||||||||||
|
|
|||||||||||||||||||
Total increase in net assets |
4,185,614 | 4,160,429 | ||||||||||||||||||
Net Assets |
||||||||||||||||||||
Beginning of period |
38,100,908 | 33,940,479 | ||||||||||||||||||
|
|
|||||||||||||||||||
End of period |
$ 42,286,522 | $ 38,100,908 | ||||||||||||||||||
|
|
|||||||||||||||||||
End of period net assets include undistributed net investment income (loss) |
$ 593,521 | $ (97,728) | ||||||||||||||||||
|
|
|||||||||||||||||||
See notes to financial statements. |
11 Annual Report 2015 |
GLOBAL SELF STORAGE, INC.
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STATEMENT OF CASH FLOWS
|
||||
Financial Statements
|
Year Ended December 31, 2015
|
|||||||||
Cash Flows From Operating Activities |
|||||||||
Net increase in net assets resulting from operations |
$ 6,113,973 | ||||||||
Adjustments to reconcile increase in net assets resulting from operations to net cash provided by (used in) operating activities: |
|||||||||
Unrealized appreciation of investments |
(3,671,249) | ||||||||
Net realized gain on sales of investment securities |
(903,061) | ||||||||
Capital invested in wholly owned subsidiaries |
(474,573) | ||||||||
Proceeds from sales of investment securities |
933,999 | ||||||||
Net purchases of short term investments |
(105,144) | ||||||||
Decrease in due from subsidiaries |
3,372 | ||||||||
Increase in dividends receivable |
(1,201) | ||||||||
Increase in other assets |
(2,125) | ||||||||
Increase in accounts payable and accrued expenses |
13,802 | ||||||||
Increase in due to affiliates |
20,575 | ||||||||
|
|||||||||
Net cash provided by operating activities |
1,928,368 | ||||||||
|
|||||||||
Cash Flows from Financing Activities |
|||||||||
Cash distributions paid |
(1,928,359) | ||||||||
|
|||||||||
Net cash used in financing activities |
(1,928,359) | ||||||||
|
|||||||||
Net change in cash |
9 | ||||||||
Cash |
|||||||||
Beginning of period |
29,754 | ||||||||
|
|||||||||
End of period |
$ 29,763 | ||||||||
|
|||||||||
See notes to financial statements. |
GLOBAL SELF STORAGE, INC.
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Annual Report 2015 12
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NOTES TO FINANCIAL STATEMENTS
|
December 31, 2015
|
|||
Financial Statements
|
13 Annual Report 2015 |
GLOBAL SELF STORAGE, INC.
|
NOTES TO FINANCIAL STATEMENTS
|
continued
|
|||
Financial Statements
|
GLOBAL SELF STORAGE, INC.
|
Annual Report 2015 14
|
NOTES TO FINANCIAL STATEMENTS
|
continued
|
|||
Financial Statements
|
The Company leases office space from Tuxis under a rental agreement. The terms of occupancy are month to month and automatically renew unless terminated by either party on ten days written notice. The monthly rental charges are $1,000 per month due and payable on the first day of each month. For the year ended December 31, 2015, the total rent paid by the Company to Tuxis was $14,000.
3. DISTRIBUTIONS TO STOCKHOLDERS AND DISTRIBUTABLE EARNINGS The tax character of distributions paid by the Company for the years ended December 31, 2015 and 2014 are summarized as follows:
Distributions paid from: | 2015 | 2014 | ||||||
Net investment income |
$ | 848,811 | $ | 450,425 | ||||
Net realized gains
|
902,665 | 1,477,934 | ||||||
Return of capital |
176,883 | - | ||||||
Total distributions |
$ | 1,928,359 | $ | 1,928,359 | ||||
As of December 31, 2015, distributable earnings on a tax basis was comprised of $9,303,466 of unrealized appreciation.
The difference between book and tax unrealized appreciation is attributable to income of the Company’s wholly owned unconsolidated subsidiaries. Federal income tax regulations permit post-October net capital losses, if any, to be deferred and recognized on the tax return of the next succeeding taxable year.
Federal income tax regulations permit post-October net capital losses, if any, to be deferred and recognized on the tax return of the next succeeding taxable year.
GAAP requires certain components related to permanent differences of net assets to be classified differently for financial reporting than for tax reporting purposes. These differences have no effect on net assets or net asset value per share. These differences which may result in distribution reclassifications, are primarily due to differences in, return of capital dividends, recharacterization of capital gain income, and timing of distributions. As of December 31, 2015, the Company recorded the following financial reporting reclassifications to the net asset accounts to reflect those differences:
Increase in Undistributed Net Investment Income |
Decrease in Net Realized Gain on Investments |
Decrease in Paid in Capital |
||
$1,079,944 | $(903,061) | $(176,883) | ||
4. VALUE MEASUREMENT GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of inputs are:
● Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities including securities actively traded on a securities exchange.
● Level 2 – observable inputs other than quoted prices included in level 1 that are observable for the asset or liability which may include quoted prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates, and similar data.
● Level 3 – unobservable inputs for the asset or liability including the Company’s own assumptions about the assumptions a market participant would use in valuing the asset or liability.
The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets for the security, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for investments categorized in level 3. The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those securities.
15 Annual Report 2015 |
GLOBAL SELF STORAGE, INC.
|
NOTES TO FINANCIAL STATEMENTS
|
continued
|
|||
Financial Statements
|
The following is a description of the valuation techniques applied to the Company’s major categories of assets and liabilities measured at fair value on a recurring basis:
Real estate assets – Real estate assets, including self storage facilities held indirectly through one or more wholly owned and controlled subsidiaries, are valued using fair value pricing as determined in good faith by the VC under the direction of or pursuant to procedures approved by the Company’s Board of Directors. Real estate assets may be valued by reference to, among other things, quarterly appraisals by an independent third party and additional factors which may include assessment of comparable recent acquisitions, changes in cash flows from the operation of the subject property, and material events affecting the operation of the property.
Equity securities (common and preferred stock) – Most publicly traded equity securities are valued normally at the most recent official closing price, last sale price, evaluated quote, or closing bid price. To the extent these securities are actively traded and valuation adjustments are not applied, they may be categorized in level 1 of the fair value hierarchy. Equities on inactive markets or valued by reference to similar instruments may be categorized in level 2.
Restricted and/or illiquid securities – Restricted and/or illiquid securities for which quotations are not readily available or reliable may be valued with fair value pricing as determined in good faith by the VC under the direction of and pursuant to procedures approved by the Company’s Board of Directors. Restricted securities issued by publicly traded companies are generally valued at a discount to similar publicly traded securities. Restricted or illiquid securities issued by nonpublic entities may be valued by reference to comparable public entities or fundamental data relating to the issuer or both similar inputs. Depending on the relative significance of valuation inputs, these instruments may be categorized in either level 2 or level 3 of the fair value hierarchy.
The following is a summary of the inputs used as of December 31, 2015 in valuing the Company’s assets. Refer to the Schedule of Portfolio Investments for detailed information on specific investments.
ASSETS
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||
Investments, at value
|
||||||||||||||||
Wholly owned subsidiaries
|
||||||||||||||||
Self storage properties |
$ | - | $ | - | $ | 34,600,000 | $ | 34,600,000 | ||||||||
Other
|
|
-
|
|
|
-
|
|
|
24,573
|
|
|
24,573
|
|
||||
Common stocks
|
|
3,106,050
|
|
|
-
|
|
|
-
|
|
|
3,106,050
|
|
||||
Preferred stocks
|
|
1,176,750
|
|
|
-
|
|
|
-
|
|
|
1,176,750
|
|
||||
Other
|
|
-
|
|
|
-
|
|
|
0
|
|
|
0
|
|
||||
Short term investments
|
|
3,526,337
|
|
|
-
|
|
|
-
|
|
|
3,526,337
|
|
||||
Total investments, at value |
$ | 7,809,137 | $ | - | $ | 34,624,573 | $ | 42,433,710 | ||||||||
There were no securities transferred from level 1 at December 31, 2014 to level 2 at December 31, 2015.
GLOBAL SELF STORAGE, INC.
|
Annual Report 2015 16
|
NOTES TO FINANCIAL STATEMENTS
|
continued
|
|||
Financial Statements
|
The following is a reconciliation of level 3 assets including securities valued at zero:
Wholly Owned Subsidiaries
|
Other
|
Total
|
||||||||
Balance at December 31, 2014
|
$ 30,830,000
|
$
|
519,765
|
|
$
|
31,349,765
|
|
|||
Cost of purchases
|
474,573
|
|
-
|
|
|
474,573
|
|
|||
Proceeds from sales
|
-
|
|
(900,368)
|
|
|
(900,368)
|
|
|||
Realized gain
|
-
|
|
900,368
|
|
|
900,368
|
|
|||
Transfers into (out of) level 3
|
-
|
|
-
|
|
|
-
|
|
|||
Change in unrealized appreciation
|
3,320,000
|
|
(519,765)
|
|
|
2,800,235
|
|
|||
Balance at December 31, 2015
|
$ 34,624,573
|
$
|
0
|
|
$
|
34,624,573
|
|
|||
Net change in unrealized appreciation attributable to assets
|
$ 3,320,000
|
$
|
0
|
|
$
|
3,320,000
|
|
|||
Unrealized gains (losses) are included in the related amounts on investments in the Statement of Operations.
The VC, under the direction of the Company’s Board of Directors, considers various valuation approaches for valuing assets categorized within level 3 of the fair value hierarchy. The factors used in determining the value of such assets may include, but are not limited to: marketability, professional appraisals of portfolio companies, company and industry results and outlooks, and general market conditions. The VC then recommends a value for each asset in light of all the information available. The determination of fair value involves subjective judgments. As a result, using fair value to price an investment may result in a price materially different from the price used by other investors or the price that may be realized upon the actual sale of the asset. Significant changes in any of those inputs in isolation may result in a significantly lower or higher value measurement. The pricing of all fair value assets is reported to the Company’s Board of Directors.
In valuing the self storage properties owned through the Company’s wholly owned subsidiaries as of December 31, 2015, the VC used a number of significant unobservable inputs to develop a range of possible values for the properties. It used a sales comparison approach which looks at recent sales of self storage properties considered similar to the subject property, an income capitalization approach which looks at discounted cash flow analysis based on certain assumptions regarding the property’s trend in income and expenses, and a cost approach which looks at recent comparable land sales in the subject area and the estimated replacement value of the existing buildings and site improvements.
The values obtained from weighting the three methods described above, with greater weight given to the sales comparison approach, were then discounted for the lack of marketability of the Company’s membership interest in each subsidiary, which represents the range of rates the VC believes market participants may apply. The resulting range of values, together with the underlying support, other information about each underlying property’s financial condition and results of operations and its industry outlook, were considered by the VC, which recommended a value for each subsidiary.
The following table presents additional information about valuation methodologies and inputs used for investments that are measured at fair value and categorized as level 3 as of December 31, 2015:
Fair Value
|
Valuation Technique
|
Unobservable Input
|
Range
|
|||||||
WHOLLY OWNED SUBSIDIARIES
|
||||||||||
Self Storage Properties
|
$
|
34,600,000
|
|
Income capitalization approach
|
Capitalization rates
|
5.3% - 9.6%
|
||||
Other
|
$
|
24,573
|
|
Replacement cost
|
Lack of marketability
|
0%
|
||||
OTHER
|
$
|
0
|
|
Liquidating value
|
Discount rate for lack of marketability
|
100%
|
||||
17 Annual Report 2015 |
GLOBAL SELF STORAGE, INC.
|
NOTES TO FINANCIAL STATEMENTS
|
continued
|
|||
Financial Statements
|
5. INVESTMENTS IN WHOLLY OWNED SUBSIDIARIES The following summary sets forth the Company’s membership equity ownership including membership equity capital additions and reductions, cash dividends received by the Company, and the value of each wholly owned subsidiary as recorded in the schedule of portfolio investments as of and for the year ended December 31, 2015.
Beginning
|
Membership Equity |
Ending
|
Dividend Income |
Value December 31, 2015 |
||||||||||||||||
Gross
|
Gross
|
|||||||||||||||||||
SSG Bolingbrook LLC |
100% | $ | - | $ - | 100% | $ | 390,000 | $ 6,100,000 | ||||||||||||
SSG Dolton LLC |
100% | $ | - | $ - | 100% | $ | 542,000 | $ 5,900,000 | ||||||||||||
SSG Merrillville LLC |
100% | $ | - | $ - | 100% | $ | 431,000 | $ 5,700,000 | ||||||||||||
SSG Rochester LLC |
100% | $ | - | $ - | 100% | $ | 587,000 | $ 5,950,000 | ||||||||||||
SSG Sadsbury LLC |
100% | $ | 450,000 | $ - | 100% | $ | 265,000 | $ 5,700,000 | ||||||||||||
SSG Summerville I LLC |
100% | $ | - | $ - | 100% | $ | 250,000 | $ 3,400,000 | ||||||||||||
SSG Summerville II LLC |
100% | $ | - | $ - | 100% | $ | 135,000 | $ 1,850,000 | ||||||||||||
SSG Operations LLC
|
0%
|
$
|
24,573
|
|
|
$ -
|
|
100%
|
$
|
-
|
|
|
$ 24,753
|
|
||||||
The Company’s wholly owned subsidiaries are each a controlled affiliate as defined under the Act. A controlled affiliate is an issuer in which the Company’s holdings represent 25% or more of the outstanding voting securities of such issuer.
6. SUMMARIZED FINANCIAL INFORMATION OF WHOLLY OWNED SUBSIDIARIES Each of the Company’s wholly owned subsidiaries, except for SSG Operations LLC, owns and operates a self storage facility business. The following sets forth unaudited summarized information as to assets, liabilities, and selected operating information for each wholly owned subsidiary as of and for the year ended December 31, 2015:
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 |
SSG Operations |
||||||||||||||||||||||||||||||||
OPERATING DATA Year ended Dec. 31, 2015 |
||||||||||||||||||||||||||||||||||||||||
Rental revenues |
$ | 653 | $ | 775 | $ | 627 | $ | 1,009 | $ | 648 | $ | 477 | $ | 250 | $ | - | ||||||||||||||||||||||||
Costs of operations |
268 | 235 | 212 | 433 | 349 | 202 | 94 | 8 | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Income from operations |
$ | 385 | $ | 540 | $ | 415 | $ | 576 | $ | 299 | $ | 275 | $ | 156 | $ | (8) | ||||||||||||||||||||||||
Depreciation and amortization |
$ | 129 | $ | 117 | $ | 113 | $ | 86 | $ | 105 | $ | 55 | $ | 31 | $ | - | ||||||||||||||||||||||||
Net income (loss) |
$ | 256 | $ | 423 | $ | 258 | $ | 490 | $ | 194 | $ | 216 | $ | 119 | $ | (8) | ||||||||||||||||||||||||
BALANCE SHEET DATA Dec. 31, 2015 |
||||||||||||||||||||||||||||||||||||||||
Real estate assets, net |
$ | 5,511 | $ | 4,881 | $ | 4,599 | $ | 3,471 | $ | 4,521 | $ | 2,205 | $ | 1,240 | $ | - | ||||||||||||||||||||||||
Total assets |
$ | 5,599 | $ | 5,015 | $ | 4,644 | $ | 3,599 | $ | 4,591 | $ | 2,237 | $ | 1,263 | $ | 17 | ||||||||||||||||||||||||
Total liabilities |
$ | 136 | $ | 106 | $ | 76 | $ | 33 | $ | 20 | $ | 21 | $ | 11 | $ | - | ||||||||||||||||||||||||
GLOBAL SELF STORAGE, INC.
|
Annual Report 2015 18
|
NOTES TO FINANCIAL STATEMENTS
|
continued
|
|||
Financial Statements
|
7. ILLIQUID AND RESTRICTED INVESTMENTS The Company holds investments that have a limited trading market and/or certain restrictions on trading and, therefore, may be illiquid and/or restricted. These investment holdings have been valued at fair value. Due to the inherent uncertainty of valuation, fair value pricing values may differ from the values that would have been used had a readily available market for the securities existed. These differences in valuation could be material. Illiquid and/or restricted investment holdings owned at December 31, 2015, were as follows:
Acquisition Date
|
Cost
|
Value
|
||||||||||
SSG Bolingbrook LLC |
|
6/27/13 |
|
$ |
5,700,000 |
|
$ |
6,100,000 |
|
|||
SSG Dolton LLC |
|
6/27/13 |
|
|
5,100,000 |
|
|
5,900,000 |
|
|||
SSG Merrillville LLC |
|
6/27/13 |
|
|
4,825,000 |
|
|
5,700,000 |
|
|||
SSG Rochester LLC |
|
12/5/12 |
|
|
3,750,000 |
|
|
5,950,000 |
|
|||
SSG Sadsbury LLC |
|
12/24/12 |
|
|
4,750,000 |
|
|
5,700,000 |
|
|||
SSG Summerville I LLC |
|
7/12/13 |
|
|
2,300,000 |
|
|
3,400,000 |
|
|||
SSG Summerville II LLC |
|
8/20/13 |
|
|
1,300,000 |
|
|
1,850,000 |
|
|||
SSG Operations LLC |
|
8/11/15 |
|
|
24,573 |
|
|
24,573 |
|
|||
RMR Asia Pacific Fund Fractional shares
|
|
2010
|
|
|
0
|
|
|
0
|
|
|||
Total
|
$
|
27,749,573
|
|
$
|
34,624,573
|
|
||||||
Percent of net assets
|
|
66%
|
|
|
82%
|
|
||||||
8. INVESTMENT TRANSACTIONS Purchases and proceeds of investments, excluding short term investments, were $474,573 and $900,368, respectively, for the year ended December 31, 2015. As of December 31, 2015, for federal income tax purposes, the aggregate cost of investments was $33,158,473 and net unrealized appreciation was $9,275,237, comprised of gross unrealized appreciation of $9,275,237 and gross unrealized depreciation of $0.
9. BORROWING AND SECURITIES LENDING The Company has entered into a Committed Facility Agreement (the “CFA”) with BNP Paribas Prime Brokerage, Inc. (“BNP”) that allows the Company to adjust its credit facility amount up to $20,000,000, and a Lending Agreement, as defined below. Borrowings under the CFA are secured by assets of the Company that are held with the Company’s custodian in a separate account (the “pledged collateral”). Interest is charged at the 1 month LIBOR (London Inter-bank Offered Rate) plus 0.95% on the amount borrowed and 0.50% on the undrawn balance. Because the Company adjusts the facility amount each day to equal borrowing drawn that day, the 0.50% annualized rate charge on undrawn facility amounts provided for by the CFA has not been incurred. As of December 31, 2015, there was no outstanding loan balance or assets pledged as collateral and there was no borrowing activity during the year ended December 31, 2015.
The Lending Agreement provides that BNP may borrow a portion of the pledged collateral (the “Lent Securities”) in an amount not to exceed the outstanding borrowings owed by the Company to BNP under the CFA. BNP may re-register the Lent Securities in its own name or in another name other than the Company and may pledge, re-pledge, sell, lend, or otherwise transfer or use the Lent Securities with all attendant rights of ownership. The Company may designate any security within the pledge collateral as ineligible to be a Lent Security, provided there are eligible securities within the pledged collateral in an amount equal to the outstanding borrowing owed by the Company. BNP must remit payment to the Company equal to the amount of all dividends, interest, or other distributions earned or made by the Lent Securities.
19 Annual Report 2015 |
GLOBAL SELF STORAGE, INC.
|
NOTES TO FINANCIAL STATEMENTS
|
continued
|
|||
Financial Statements
|
GLOBAL SELF STORAGE, INC.
|
Annual Report 2015 20
|
NOTES TO FINANCIAL STATEMENTS
|
continued
|
|||
Financial Statements
|
21 Annual Report 2015 |
GLOBAL SELF STORAGE, INC.
|
NOTES TO FINANCIAL STATEMENTS
|
concluded
|
|||
Financial Statements
|
GLOBAL SELF STORAGE, INC.
|
Annual Report 2015 22
|
FINANCIAL HIGHLIGHTS
|
December 31, 2015
|
|||
Financial Statements
|
Year Ended December 31, | ||||||||||||||||||||||||||||||||||||||||
2015 | 2014 | 2013 | 2012 | 2011 | ||||||||||||||||||||||||||||||||||||
Per Share Operating Performance (for a share outstanding throughout each period) |
||||||||||||||||||||||||||||||||||||||||
Net asset value, beginning of period |
$5.14 | $4.58 | $4.74 | $4.60 | $5.00 | |||||||||||||||||||||||||||||||||||
Income from investment operations: |
||||||||||||||||||||||||||||||||||||||||
Net investment income (loss) (1) |
.21 | .15 | (.09 | ) | .01 | .19 | ||||||||||||||||||||||||||||||||||
Net realized and unrealized gain (loss) on investments |
.61 | .67 | .28 | .60 | (.33 | ) | ||||||||||||||||||||||||||||||||||
Total income from investment operations |
.82 | .82 | .19 | .61 | (.14 | ) | ||||||||||||||||||||||||||||||||||
Less distributions: |
||||||||||||||||||||||||||||||||||||||||
Net investment income |
(.12 | ) | (.06 | ) | (.06 | ) | (.02 | ) | (.26 | ) | ||||||||||||||||||||||||||||||
Net realized gains |
(.12 | ) | (.20 | ) | (.29 | ) | (.45 | ) | - | |||||||||||||||||||||||||||||||
Return of capital |
(.02 | ) | - | - | - | - | ||||||||||||||||||||||||||||||||||
Total distributions |
(.26 | ) | (.26 | ) | (.35 | ) | (.47 | ) | (.26 | ) | ||||||||||||||||||||||||||||||
Net asset value, end of period |
$5.70 | $5.14 | $4.58 | $4.74 | $4.60 | |||||||||||||||||||||||||||||||||||
Market value, end of period |
$3.75 | $3.63 | $3.59 | $3.69 | $3.78 | |||||||||||||||||||||||||||||||||||
Total Return (2) |
||||||||||||||||||||||||||||||||||||||||
Based on net asset value |
19.00 | % | 20.67 | % | 5.70 | % | 16.22 | % | (1.86 | )% | ||||||||||||||||||||||||||||||
Based on market price |
10.86 | % | 8.72 | % | 6.43 | % | 10.10 | % | (3.30 | )% | ||||||||||||||||||||||||||||||
Ratios/Supplemental Data (3) |
||||||||||||||||||||||||||||||||||||||||
Net assets at end of period (000s omitted) |
$42,287 | $38,101 | $33,940 | $35,155 | $34,102 | |||||||||||||||||||||||||||||||||||
Ratio of total expenses to average net assets |
3.02 | % | 3.72 | % | 3.14 | % | 2.60 | % | 2.31 | % | ||||||||||||||||||||||||||||||
Ratio of net expenses excluding loan interest and fees to average net assets |
3.02 | % | 3.71 | % | 3.14 | % | 2.60 | % | 2.30 | % | ||||||||||||||||||||||||||||||
Ratio of net investment income (loss) to average net assets |
3.90 | % | 3.19 | % | (1.88 | )% | 0.25 | % | 4.31 | % | ||||||||||||||||||||||||||||||
Portfolio turnover rate
|
|
1
|
%
|
|
1
|
%
|
|
57
|
%
|
|
115
|
%
|
|
22
|
%
|
|||||||||||||||||||||||||
(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. |
See notes to financial statements.
23 Annual Report 2015 |
GLOBAL SELF STORAGE, INC.
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
December 31, 2015
|
|||
Financial Statements
|
To the Board of Directors and Stockholders of
Global Self Storage, Inc.
GLOBAL SELF STORAGE, INC.
|
Annual Report 2015 24
|
POLICIES AND RISKS
|
(Unaudited)
|
|||
Financial Statements
|
25 Annual Report 2015 |
GLOBAL SELF STORAGE, INC.
|
POLICIES AND RISKS
|
(Unaudited)
|
|||
Financial Statements
|
GLOBAL SELF STORAGE, INC.
|
Annual Report 2015 26
|
DIVIDENDS
|
(Unaudited)
|
|||
Additional Information
|
HISTORICAL DISTRIBUTION SUMMARY |
||||||||
PERIOD
|
Investment Income
|
Return of Capital
|
Capital Gains
|
Total
|
||||
2015 |
$ 0.120 | $ 0.020 | $ 0.120 | $ 0.260 | ||||
2014 |
$ 0.060 | $ 0.000 | $ 0.200 | $ 0.260 | ||||
2013 |
$ 0.060 | $ 0.000 | $ 0.290 | $ 0.350 | ||||
2012 |
$ 0.020 | $ 0.000 | $ 0.450 | $ 0.470 | ||||
2011 |
$ 0.260 | $ 0.000 | $ 0.000 | $ 0.260 | ||||
2010 |
$ 0.220 | $ 0.000 | $ 0.000 | $ 0.220 | ||||
2009 |
$ 0.235 | $ 0.000 | $ 0.000 | $ 0.235 | ||||
2008 |
$ 0.240 | $ 0.000 | $ 0.000 | $ 0.240 | ||||
2007 |
$ 0.170 | $ 0.050 | $ 0.000 | $ 0.220 | ||||
2006 |
$ 0.130 | $ 0.150 | $ 0.000 | $ 0.280 | ||||
2005 |
$ 0.200 | $ 0.080 | $ 0.000 | $ 0.280 | ||||
2004 |
$ 0.245 | $ 0.090 | $ 0.000 | $ 0.335 | ||||
2003 |
$ 0.220 | $ 0.140 | $ 0.000 | $ 0.360 | ||||
2002 |
$ 0.280 | $ 0.220 | $ 0.000 | $ 0.500 | ||||
2001 |
$ 0.360 | $ 0.200 | $ 0.000 | $ 0.560 | ||||
2000 |
$ 0.420 | $ 0.160 | $ 0.000 | $ 0.580 | ||||
6 months ended 12/31/99 |
$ 0.230 | $ 0.070 | $ 0.000 | $ 0.300 | ||||
12 months ended 6/30/99 |
$ 0.550 | $ 0.130 | $ 0.000 | $ 0.680 | ||||
From June 29, 1998 to November 30, 1998 |
$ 0.520 | $ 0.320 | $ 0.000 | $ 0.840 | ||||
|
||||||||
27 Annual Report 2015 |
GLOBAL SELF STORAGE, INC.
|
DIRECTORS AND OFFICERS
|
(Unaudited)
|
|||
Additional Information
|
The following table sets forth certain information concerning the directors currently serving on the Board of Directors of the Company, as of January 19, 2016. The term of the Class I director shall last until the annual meeting of stockholders held in 2017 and until his successor is elected and qualifies. The term of the Class II directors shall last until the annual meeting of stockholders held in 2018 and until their successors are elected and qualify. The term of the Class III directors shall last until the annual meeting of stockholders held in 2019 and until their successors are elected and qualify. At each annual meeting of the stockholders of the Company, the successors to the class of directors whose term expires at that meeting shall be elected to hold office for a term continuing until the annual meeting of stockholders held in the third year following the year of their election and until their successors are elected and qualify. Unless otherwise noted, the address of record for the directors and officers is 11 Hanover Square, New York, New York 10005.
INTERESTED DIRECTORS
|
||||||||||||||
Name, Address, and
|
Position(s)
|
Director
|
Principal Occupation(s) for the Past Five Years
|
Number of
|
Other Directorships Held by Director (2)
|
|||||||||
MARK C. WINMILL(3) November 26, 1957 | Class III Director | 2012 |
President, Chief Executive Officer, and a Director or Manager of the Company, and its subsidiaries and Tuxis Corporation (a real estate company) and its subsidiaries (“Tuxis”). He is Vice President of the Fund Complex 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 Winmill & Co. Incorporated (a holding company) (“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 (a holding company). He is the brother of Thomas B. Winmill.
|
None | None | |||||||||
THOMAS B. WINMILL, ESQ.(3) PO Box 4 Walpole, NH 03608 June 25, 1959 |
Class II Director | 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 Corporation, and Winco. He is a Director of Bexil American Mortgage Inc. He is a member of the New York State Bar and the SEC Rules Committee of the Investment Company Institute. He is the brother of Mark C. Winmill.
|
5 | None | |||||||||
INDEPENDENT DIRECTORS*
|
||||||||||||||
Russell E. Burke III August 23, 1946 | Class III Director | 2016 |
He is President of Ninigret Trading Corporation, an art investment and appraisal company, and a Director of Tuxis. He is also a Board Member of the New Britain Museum of American Art.
|
None | None | |||||||||
George B. Langa August 31, 1962 | Class II Director | 2016 |
He is Executive Vice President of Millbrook Real Estate, LLC, licensed real estate brokers in NY and CT. He specializes in premium Estates, Development, Land, Commercial and Agricultural Properties.
|
None | None | |||||||||
William C. Zachary December 9, 1964 | Class I Director | 2016 |
Since 2011, he has been Director of Municipal Finance at SunLight General Capital, an owner and developer of solar energy systems located at schools, municipal buildings, and other small, institutional users. Prior to that, he was the head of Municipal Finance at Société Générale. He is also a Director of Tuxis.
|
None | None | |||||||||
(1) As of January 19, 2016, the “Fund Complex” is comprised of 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 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 Act due to his role as an officer of the Company.
Messrs. Burke, Langa, and Zachary 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.
*Effective January 19, 2016, Messrs. Burke, Langa, and Zachary were elected to serve as independent directors on the Board of Directors. Effective upon the election of Messrs. Burke, Langa, and Zachary, Messrs. Bruce B. Huber, James E. Hunt, and Peter K. Werner resigned as independent directors from the Board.
|
GLOBAL SELF STORAGE, INC.
|
Annual Report 2015 28
|
DIRECTORS AND OFFICERS
|
(Unaudited)
|
|||
Additional Information
|
The executive officers, other than those who serve as directors, and their relevant biographical information are set forth below.
EXECUTIVE OFFICERS
|
||||||||
Name and Date of Birth
|
Position(s) Held with the Company
|
Officer
|
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 |
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 Corporation and Winco. He is a member of the New York State Bar and the Chief Compliance Officer Committee of the Investment Company Institute. Previously, 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.
|
|||||
Heidi Keating March 28, 1959 |
Vice President |
1997 |
Vice President of Tuxis, the Fund Complex, the Advisers, the Broker-Dealers, Bexil Corporation, 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 Corporation, 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 Corporation, 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 9, 2015.
|
29 Annual Report 2015 |
GLOBAL SELF STORAGE, INC.
|
GENERAL INFORMATION
|
(Unaudited)
|
|||
Additional Information
|
Cautionary Note Regarding Forward Looking Statements - This report contains certain “forward looking statements” as defined under the U.S. federal securities laws. Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will,” and similar expressions identify forward looking statements, which generally are not historical in nature. Forward looking statements are subject to certain risks and uncertainties that could cause actual results to materially differ from the Company’s historical experience and its current expectations or projections indicated in any forward looking statements. These risks include, but are not limited to, real estate risk, leverage and borrowing risk, management risk, and other risks discussed in the Company’s filings with the Securities and Exchange Commission. You should not place undue reliance on forward looking statements, which speak only as of the date they are made. The Company undertakes no obligation to update or revise any forward looking statements made herein.
Company Information - This report, including the financial statements herein, is transmitted to the stockholders of the Company for their information. This is not a prospectus, circular, or representation intended for use in the purchase of shares of the Company or any securities mentioned in this report. This communication shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state, or an exemption therefrom.
GLOBAL SELF STORAGE, INC.
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Annual Report 2015 30
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SELF
TICKER
Printed on Recycled Paper
(a)
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The registrant has adopted a code of ethics (the “Code”) that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.
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(b)
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No information need be disclosed pursuant to this paragraph.
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(c)
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Not applicable.
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(d)
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Not applicable.
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(e)
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Not applicable.
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(f)
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The text of the Code may be obtained free of charge by calling Winmill & Co. Incorporated collect at 1-212-785-0900.
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(a)
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The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are as follows:
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AUDIT FEES
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2015 - $29,000
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2014 - $26,500
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(b)
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The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item are as follows:
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AUDIT RELATED FEES
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2015 - $1,500
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2014 - $3,000
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Audit-related fees include amounts reasonably related to the performance of the audit of the registrant’s financial statements, including the issuance of a report on internal controls and review of periodic reporting.
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(c)
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The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. Registrants shall describe the nature of the services comprising the fees disclosed under this category are as follows:
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TAX FEES
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2015 - $10,750
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2014 - $10,750
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Tax fees include amounts related to tax compliance, tax planning, and tax advice.
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(d)
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The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item. Registrants shall describe the nature of the services comprising the fees disclosed under this category are as follows:
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ALL OTHER FEES
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2015 - $6,250
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2014 - N/A
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(e)
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(1) Pursuant to the registrant’s Audit Committee Charter, the Audit Committee shall consider for pre-approval any audit and non-audit services proposed to be provided by the auditors to the registrant and any non-audit services proposed to be provided by such auditors to the registrant’s investment adviser, if the engagement relates directly to the registrant’s operations or financial reporting. In those situations when it is not convenient to obtain full Audit Committee approval, the Chairman of the Audit Committee is delegated the authority to grant pre-approvals of audit, audit-related, tax, and all other services so long as all such pre-approved decisions are reviewed with the full Audit Committee at its next scheduled meeting. Such pre-approval of non-audit services proposed to be provided by the auditors to the Fund is not necessary, however, under the following circumstances: (1) all such services do not aggregate to more than 5% of total revenues paid by the Fund to the auditor in the fiscal year in which services are provided; (2) such services were not recognized as non-audit services at the time of the engagement; and (3) such services are brought to the attention of the Audit Committee, and approved by the Audit Committee, prior to the completion of the audit.
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(2) No services included in (b) - (d) above were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
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(f)
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Not applicable.
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(g)
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The aggregate non-audit fees billed by the registrant’s accountant for services rendered to the registrant, and rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant were $42,000 in 2015 and $35,750 in 2014.
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(h)
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The registrant’s audit committee has determined that the provision of non-audit services that were rendered by accountant to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.
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1.
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Accountability
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1.1.
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The board is classified, and a continuing director responsible for a problematic governance issue at the board/committee level that would warrant a withhold/against vote recommendation is not up for election. All appropriate nominees (except new) may be held accountable.
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1.2.
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The board lacks accountability and oversight, coupled with sustained poor performance relative to peers. Sustained poor performance is measured by one- and three-year total shareholder returns in the bottom half of a company's four-digit GICS industry group (Russell 3000 companies only). Take into consideration the company's five-year total shareholder return and operational metrics. Problematic provisions include but are not limited to:
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› | Either a plurality vote standard in uncontested director elections or a majority vote standard with no plurality carve-out for contested elections; |
1.3.
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The company's poison pill has a "dead-hand" or "modified dead-hand" feature. Vote against or withhold from nominees every year until this feature is removed;
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1.4.
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The board adopts a poison pill with a term of more than 12 months ("long-term pill"), or renews any existing pill, including any "short-term" pill (12 months or less), without shareholder approval. A commitment or policy that puts a newly adopted pill to a binding shareholder vote may potentially offset an adverse vote recommendation. Review such companies with classified boards every year, and such companies with annually elected boards at least once every three years, and vote against or withhold votes from all nominees if the company still maintains a non-shareholder-approved poison pill; or
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1.5.
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The board makes a material adverse change to an existing poison pill without shareholder approval. Vote case-by-case on all nominees if:
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1.6.
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The board adopts a poison pill with a term of 12 months or less ("short-term pill") without shareholder approval, taking into account the following factors:
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› | The date of the pill's adoption relative to the date of the next meeting of shareholders—i.e. whether the company had time to put the pill on the ballot for shareholder ratification given the circumstances; |
1.7.
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The non-audit fees paid to the auditor are excessive (see discussion under "Auditor Ratification");
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1.8.
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The company receives an adverse opinion on the company's financial statements from its auditor; or
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1.9.
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There is persuasive evidence that the Audit Committee entered into an inappropriate indemnification agreement with its auditor that limits the ability of the company, or its shareholders, to pursue legitimate legal recourse against the audit firm.
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1.10.
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Poor accounting practices are identified that rise to a level of serious concern, such as: fraud; misapplication of GAAP; and material weaknesses identified in Section 404 disclosures. Examine the severity, breadth, chronological sequence, and duration, as well as the company's efforts at remediation or corrective actions, in determining whether withhold/against votes are warranted.
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1.11.
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There is a significant misalignment between CEO pay and company performance (pay for performance);
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1.12.
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The company maintains significant problematic pay practices;
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1.13.
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The board exhibits a significant level of poor communication and responsiveness to shareholders;
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1.14.
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The company fails to submit one-time transfers of stock options to a shareholder vote; or
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1.15.
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The company fails to fulfill the terms of a burn rate commitment made to shareholders.
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1.16.
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The company's previous say-on-pay received the support of less than 70 percent of votes cast, taking into account:
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› | Disclosure of engagement efforts with major institutional investors regarding the issues that contributed to the low level of support; |
› | Whether the support level was less than 50 percent, which would warrant the highest degree of responsiveness. |
1.17.
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Generally vote against or withhold from directors individually, committee members, or the entire board (except new nominees, who should be considered case-by-case) if the board amends the company's bylaws or charter without shareholder approval in a manner that materially diminishes shareholders' rights or that could adversely impact shareholders, considering the following factors:
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› | The level of impairment of shareholders' rights caused by the board's unilateral amendment to the bylaws/charter; |
› | The board's track record with regard to unilateral board action on bylaw/charter amendments or other entrenchment provisions; |
› | The timing of the board's amendment to the bylaws/charter in connection with a significant business development; and, |
› | Other factors, as deemed appropriate, that may be relevant to determine the impact of the amendment on shareholders. |
1.18.
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For newly public companies, generally vote against or withhold from directors individually, committee members, or the entire board (except new nominees, who should be considered case-by-case) if, prior to or in connection with the company's public offering, the company or its board adopted bylaw or charter provisions materially adverse to shareholder rights, considering the following factors:
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› | The ability to change the governance structure in the future (e.g., limitations on shareholders' right to amend the bylaws or charter, or supermajority vote requirements to amend the bylaws or charter); |
› | The ability of shareholders to hold directors accountable through annual director elections, or whether the company has a classified board structure; and, |
› | A public commitment to put the provision to a shareholder vote within three years of the date of the initial public offering. |
1.19.
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Material failures of governance, stewardship, risk oversight3, or fiduciary responsibilities at the company;
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1.20.
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Failure to replace management as appropriate; or
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1.21.
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Egregious actions related to a director's service on other boards that raise substantial doubt about his or her ability to effectively oversee management and serve the best interests of shareholders at any company.
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2.
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Responsiveness
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2.1.
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The board failed to act on a shareholder proposal that received the support of a majority of the shares cast in the previous year. Factors that will be considered are:
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› | The continuation of the underlying issue as a voting item on the ballot (as either shareholder or management proposals); and |
2.2.
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The board failed to act on takeover offers where the majority of shares are tendered;
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2.3.
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At the previous board election, any director received more than 50 percent withhold/against votes of the shares cast and the company has failed to address the issue(s) that caused the high withhold/against vote;
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2.4.
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The board implements an advisory vote on executive compensation on a less frequent basis than the frequency that received the majority of votes cast at the most recent shareholder meeting at which shareholders voted on the say-on-pay frequency; or
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2.5.
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The board implements an advisory vote on executive compensation on a less frequent basis than the frequency that received a plurality, but not a majority, of the votes cast at the most recent shareholder meeting at which shareholders voted on the say-on-pay frequency, taking into account:
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› | The board's rationale for selecting a frequency that is different from the frequency that received a plurality; |
› | ISS' analysis of whether there are compensation concerns or a history of problematic compensation practices; and |
3.
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Composition
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3.1.
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Generally vote against or withhold from directors (except new nominees, who should be considered case-by- case4) who attend less than 75 percent of the aggregate of their board and committee meetings for the period for which they served, unless an acceptable reason for absences is disclosed in the proxy or another SEC filing. Acceptable reasons for director absences are generally limited to the following:
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3.2.
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If the proxy disclosure is unclear and insufficient to determine whether a director attended at least 75 percent of the aggregate of his/her board and committee meetings during his/her period of service, vote against or withhold from the director(s) in question.
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3.3.
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Sit on more than six public company boards; with respect to annual meetings on or after Feb. 1, 20175, sit on more than five public company boards; or
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3.4.
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Are CEOs of public companies who sit on the boards of more than two public companies besides their own— withhold only at their outside boards6.
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4.
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Independence
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4.1.
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The inside or affiliated outside director serves on any of the three key committees: audit, compensation, or nominating;
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4.2.
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The company lacks an audit, compensation, or nominating committee so that the full board functions as that committee;
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4.3.
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The company lacks a formal nominating committee, even if the board attests that the independent directors fulfill the functions of such a committee; or
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4.4.
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Independent directors make up less than a majority of the directors.
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› | Ownership duration: maximum requirement not longer than three (3) years of continuous ownership for each member of the nominating group; |
› | Disclosure in the proxy statement of specific and severe risks to shareholders of not approving the request; and |
A.
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Most companies: 100 percent of existing authorized shares.
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B.
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Companies with less than 50 percent of existing authorized shares either outstanding or reserved for issuance: 50 percent of existing authorized shares.
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C.
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Companies with one- and three-year total shareholder returns (TSRs) in the bottom 10 percent of the U.S. market as of the end of the calendar quarter that is closest to their most recent fiscal year end: 50 percent of existing authorized shares.
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D.
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Companies at which both conditions (B and C) above are both present: 25 percent of existing authorized shares.
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› | Valuation - Is the value to be received by the target shareholders (or paid by the acquirer) reasonable? While the fairness opinion may provide an initial starting point for assessing valuation reasonableness, emphasis is placed on the offer premium, market reaction and strategic rationale. |
› | Market reaction - How has the market responded to the proposed deal? A negative market reaction should cause closer scrutiny of a deal. |
› | Strategic rationale - Does the deal make sense strategically? From where is the value derived? Cost and revenue synergies should not be overly aggressive or optimistic, but reasonably achievable. Management should also have a favorable track record of successful integration of historical acquisitions. |
› | Negotiations and process - Were the terms of the transaction negotiated at arm's-length? Was the process fair and equitable? A fair process helps to ensure the best price for shareholders. Significant negotiation "wins" can also signify the deal makers' competency. The comprehensiveness of the sales process (e.g., full auction, partial auction, no auction) can also affect shareholder value. |
› | Conflicts of interest - Are insiders benefiting from the transaction disproportionately and inappropriately as compared to non-insider shareholders? As the result of potential conflicts, the directors and officers of the company may be more likely to vote to approve a merger than if they did not hold these interests. Consider whether these interests may have influenced these directors and officers to support or recommend the merger. The CIC figure presented in the "ISS Transaction Summary" section of this report is an aggregate figure that can in certain cases be a misleading indicator of the true value transfer from shareholders to insiders. Where such figure appears to be excessive, analyze the underlying assumptions to determine whether a potential conflict exists. |
› | Governance - Will the combined company have a better or worse governance profile than the current governance profiles of the respective parties to the transaction? If the governance profile is to change for the worse, the burden is on the company to prove that other issues (such as valuation) outweigh any deterioration in governance. |
1.
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Maintain appropriate pay-for-performance alignment, with emphasis on long-term shareholder value: This principle encompasses overall executive pay practices, which must be designed to attract, retain, and appropriately motivate the key employees who drive shareholder value creation over the long term. It will take into consideration, among other factors, the link between pay and performance; the mix between fixed and variable pay; performance goals; and equity-based plan costs;
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2.
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Avoid arrangements that risk "pay for failure": This principle addresses the appropriateness of long or indefinite contracts, excessive severance packages, and guaranteed compensation;
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3.
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Maintain an independent and effective compensation committee: This principle promotes oversight of executive pay programs by directors with appropriate skills, knowledge, experience, and a sound process for compensation decision-making (e.g., including access to independent expertise and advice when needed);
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4.
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Provide shareholders with clear, comprehensive compensation disclosures: This principle underscores the importance of informative and timely disclosures that enable shareholders to evaluate executive pay practices fully and fairly;
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5.
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Avoid inappropriate pay to non-executive directors: This principle recognizes the interests of shareholders in ensuring that compensation to outside directors does not compromise their independence and ability to make appropriate judgments in overseeing managers' pay and performance. At the market level, it may incorporate a variety of generally accepted best practices.
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› | There is no MSOP on the ballot, and an against vote on an MSOP is warranted due to pay for performance misalignment, problematic pay practices, or the lack of adequate responsiveness on compensation issues raised previously, or a combination thereof; |
› | The board fails to respond adequately to a previous MSOP proposal that received less than 70 percent support of votes cast; |
› | The company has recently practiced or approved problematic pay practices, including option repricing or option backdating; or |
1.
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Peer Group8 Alignment:
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› | The degree of alignment between the company's annualized TSR rank and the CEO's annualized total pay rank within a peer group, each measured over a three-year period. |
2.
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Absolute Alignment9 – the absolute alignment between the trend in CEO pay and company TSR over the prior five fiscal years – i.e., the difference between the trend in annual pay changes and the trend in annualized TSR during the period.
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› | Actual results of financial/operational metrics, such as growth in revenue, profit, cash flow, etc., both absolute and relative to peers; |
› | Special circumstances related to, for example, a new CEO in the prior FY or anomalous equity grant practices (e.g., bi-annual awards); |
› | Repricing or replacing of underwater stock options/SARS without prior shareholder approval (including cash buyouts and voluntary surrender of underwater options); |
› | CIC severance payments without involuntary job loss or substantial diminution of duties ("single" or "modified single" triggers); |
› | Insufficient executive compensation disclosure by externally- managed issuers (EMIs) such that a reasonable assessment of pay programs and practices applicable to the EMI's executives is not possible. |
› | Corrective actions taken by the board or compensation committee, such as canceling or re-pricing backdated options, the recouping of option gains on backdated grants; and |
› | Adoption of a grant policy that prohibits backdating, and creates a fixed grant schedule or window period for equity grants in the future. |
› | Failure to adequately respond to the company's previous say-on-pay proposal that received the support of less than 70 percent of votes cast, taking into account: |
› | Disclosure of engagement efforts with major institutional investors regarding the issues that contributed to the low level of support; |
› | Whether the support level was less than 50 percent, which would warrant the highest degree of responsiveness. |
› | Plan Cost: The total estimated cost of the company's equity plans relative to industry/market cap peers, measured by the company's estimated Shareholder Value Transfer (SVT) in relation to peers and considering both: |
› | SVT based on new shares requested plus shares remaining for future grants, plus outstanding unvested/unexercised grants; and |
› | The estimated duration of the plan (based on the sum of shares remaining available and the new shares requested, divided by the average annual shares granted in the prior three years); |
› | The plan would permit repricing or cash buyout of underwater options without shareholder approval (either by expressly permitting it – for NYSE and Nasdaq listed companies -- or by not prohibiting it when the company has a history of repricing – for non-listed companies); |
› | The plan is a vehicle for problematic pay practices or a significant pay-for-performance disconnect under certain circumstances; or |
› | If the issues presented in the proposal are more appropriately or effectively dealt with through legislation or government regulation; |
› | If the company has already responded in an appropriate and sufficient manner to the issue(s) raised in the proposal; |
› | The company's approach compared with any industry standard practices for addressing the issue(s) raised by the proposal; |
› | If the proposal requests increased disclosure or greater transparency, whether or not reasonable and sufficient information is currently available to shareholders from the company or from other publicly available sources; and |
› | If the proposal requests increased disclosure or greater transparency, whether or not implementation would reveal proprietary or confidential information that could place the company at a competitive disadvantage. |
› | There are no significant controversies, fines, penalties, or litigation associated with the company's environmental performance. |
› | The company already discloses current, publicly-available information on the impacts that GHG emissions may have on the company as well as associated company policies and procedures to address related risks and/or opportunities; |
› | Whether the company has been the subject of recent, significant violations, fines, litigation, or controversy related to GHG emissions. |
› | The gender and racial minority representation of the company's board is reasonably inclusive in relation to companies of similar size and business; and |
› | The board already reports on its nominating procedures and gender and racial minority initiatives on the board and within the company. |
› | The degree of existing gender and racial minority diversity on the company's board and among its executive officers; |
› | The company already discloses similar information through existing reports or policies such as an environment, health, and safety (EHS) report; a comprehensive code of corporate conduct; and/or a diversity report; or |
› | The company has formally committed to the implementation of a reporting program based on Global Reporting Initiative (GRI) guidelines or a similar standard within a specified time frame. |
› | Whether the company has significant and/or persistent controversies or regulatory violations regarding social and/or environmental issues; |
› | Whether the company has management systems and oversight mechanisms in place regarding its social and environmental performance; |
› | The degree to which industry peers have incorporated similar non-financial performance criteria in their executive compensation practices; and |
Number of Registered Investment Companies
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Assets (millions)
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2
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$19
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Number of Other Accounts
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Assets (millions)
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2
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$8
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(a)
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The registrant's principal executive officer and principal financial officer have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a- 3(c) under the Investment Company Act of 1940, as amended (the "1940 Act")) are effective as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934.
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(b)
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There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant's second fiscal quarter of the period covered by the report that have materially affected, or are likely to materially affect the registrant's internal control over financial reporting.
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(a)
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Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940(17 CFR 270.360a-2) attached hereto as Exhibits EX-31 and certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 attached hereto as Exhibit EX-32.
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Global Self Storage, Inc.
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March 9, 2016
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By: /s/ Mark C. Winmill
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Mark C. Winmill, President
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Global Self Storage, Inc.
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March 9, 2016
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By: /s/ Thomas O’Malley
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Thomas O’Malley, Chief Financial Officer
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Global Self Storage, Inc.
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March 9, 2016
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By: /s/ Mark C. Winmill
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Mark C. Winmill, President
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Global Self Storage, Inc.
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March 9, 2016
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By: /s/ Thomas O’Malley
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Thomas O’Malley, Chief Financial Officer
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