##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2011



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from
                     to

Commission File Number: 000-53644

Strategic Storage Trust, Inc.

(Exact name of Registrant as specified in
its charter)



|                                                              |  |                                  
|------------------------------------------------------------- |  | ---------------------------------
|Maryland                                                      |  | 32-0211624                       
|(State or other jurisdiction ofincorporation or organization) |  | (IRS Employer Identification No.)

111 Corporate Drive, Suite 120, Ladera Ranch, California 92694

(Address
of principal executive offices)

(877) 327-3485

(Registrants telephone number)

N/A

(Former name, former address and former fiscal year, if changed
since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90
days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes   ̈    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one)



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈ |  | Accelerated filer         |  |  ̈
|                        |  |   | 
|Non-accelerated filer   |  | x |  | Smaller reporting company |  |  ̈

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

Indicate
the number of shares outstanding of each of the issuers classes of common stock, as of May 10, 2011: 29,816,437, $0.001 par value per share.









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FORM 10-Q

STRATEGIC STORAGE TRUST, INC.

TABLE OF CONTENTS



|         |  |                                                                                                                              |  |         |    | 
|-------- |  | ---------------------------------------------------------------------------------------------------------------------------- |  | ------- | -- | 
|         |  |                                                                                                                              |  | PageNo. |   
|PART I.  |  | FINANCIAL INFORMATION                                                                                                        |  |         |    | 
|         |  |                                                                                                                             
|         |  | Cautionary Note Regarding Forward-Looking Statements                                                                         |  |         | 3  | 
|         |  |                                                                                                                             
|Item 1.  |  | Financial Statements:                                                                                                        |  |         |    | 
|         |  |                                                                                                                             
|         |  | Consolidated Balance Sheets as of March 31, 2011 (unaudited) and December 31, 2010
(unaudited)                               |  |         | 4  | 
|         |  |                                                                                                                             
|         |  | Consolidated Statements of Operations for the Three Months Ended March 31, 2011 and 2010
(unaudited)                         |  |         | 6  | 
|         |  |                                                                                                                             
|         |  | Consolidated Statement of Stockholders Equity and Comprehensive Loss for the Three Months Ended March 31,
 2011 (unaudited) |  |         | 7  | 
|         |  |                                                                                                                             
|         |  | Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2011 and 2010
(unaudited)                         |  |         | 8  | 
|         |  |                                                                                                                             
|         |  | Notes to Consolidated Financial Statements (unaudited)                                                                       |  |         | 9  | 
|         |  |                                                                                                                             
|Item 2.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                        |  |         | 30 | 
|         |  |                                                                                                                             
|Item 3.  |  | Quantitative and Qualitative Disclosures About Market Risk                                                                   |  |         | 43 | 
|         |  |                                                                                                                             
|Item 4.  |  | Controls and Procedures                                                                                                      |  |         | 43 | 
|         |  |                                                                                                                             
|PART II. |  | OTHER INFORMATION                                                                                                            |  |         |    | 
|         |  |                                                                                                                             
|Item 1.  |  | Legal Proceedings                                                                                                            |  |         | 44 | 
|         |  |                                                                                                                             
|Item 1A. |  | Risk Factors                                                                                                                 |  |         | 44 | 
|         |  |                                                                                                                             
|Item 2.  |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                  |  |         | 44 | 
|         |  |                                                                                                                             
|Item 3.  |  | Defaults Upon Senior Securities                                                                                              |  |         | 44 | 
|         |  |                                                                                                                             
|Item 4.  |  | (Removed and Reserved)                                                                                                       |  |         | 44 | 
|         |  |                                                                                                                             
|Item 5.  |  | Other Information                                                                                                            |  |         | 45 | 
|         |  |                                                                                                                             
|Item 6.  |  | Exhibits                                                                                                                     |  |         | 45 | 



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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Form 10-Q of Strategic Storage Trust, Inc., other than historical facts, may be
considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act) and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange
Act). We intend for all such forward-looking statements to be covered by the applicable safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act, as
applicable. Such statements include, in particular, statements about our plans, strategies, and prospects and are subject to certain risks and uncertainties, including known and unknown risks, which could cause actual results to differ materially
from those projected or anticipated. Therefore, such statements are not intended to be a guarantee of our performance in future periods. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as
may, will, expect, intend, anticipate, estimate, believe, continue, or other similar words. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date this report is filed with the Securities and Exchange Commission. We cannot guarantee the accuracy of any such forward-looking statements contained in this Form 10-Q, and we do not intend
to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Any such forward-looking statements are subject to risks, uncertainties, and other factors and are based on a number of assumptions involving judgments with respect to, among other things, future
economic, competitive, and market conditions, all of which are difficult or impossible to predict accurately. To the extent that our assumptions differ from actual results, our ability to meet such forward-looking statements, including our ability
to generate positive cash flow from operations and provide distributions to stockholders, and our ability to find suitable investment properties, may be significantly hindered. See the risk factors identified in the Risk Factors section
of our 2010 Annual Report on Form 10-K, as filed with the Securities and Exchange Commission, and Part II, Item 1A in this Form 10-Q for a discussion of some, although not all, of the risks and uncertainties that could cause actual results to
differ materially from those presented in our forward-looking statements.



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PART I. FINANCIAL INFORMATION



|ITEM 1. | CONSOLIDATED FINANCIAL STATEMENTS
|------- | ---------------------------------

The information furnished in the accompanying consolidated balance sheets and related consolidated statements of operations, stockholders equity and comprehensive loss, and cash flows reflects all
adjustments that are, in managements opinion, necessary for a fair and consistent presentation of the aforementioned financial statements.

The accompanying financial statements should be read in conjunction with the notes to our financial statements and Managements Discussion and Analysis of Financial Condition and Results of
Operations included in this report on Form 10-Q. The accompanying financial statements should also be read in conjunction with our financial statements and notes thereto and Managements Discussion and Analysis of Financial Condition and
Results of Operations included in our Form 10-K for the year ended December 31, 2010. Our results of operations for the three months ended March 31, 2011 are not necessarily indicative of the operating results expected for the full year.



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STRATEGIC STORAGE TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)



|                                                                                                                                                                             |  |                |             |   |                   |   |             |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ----------- | - | ----------------- | - | ----------- | -
|                                                                                                                                                                             |  | March 31, 2011 |             |   | December 31, 2010 |  
|ASSETS                                                                                                                                                                       |  |                |             |   |                   |   |             |  
|Cash and cash equivalents                                                                                                                                                    |  | $              | 19,186,711  |   |                   | $ | 6,438,091   |  
|Real estate facilities:                                                                                                                                                      |  |                |             |   |                   |   |             |  
|Land                                                                                                                                                                         |  |                | 108,149,665 |   |                   |   | 89,547,785  |  
|Buildings                                                                                                                                                                    |  |                | 205,923,950 |   |                   |   | 166,256,905 |  
|Site improvements                                                                                                                                                            |  |                | 24,722,309  |   |                   |   | 18,763,510  |  
|                                                                                                                                                                             |  |                |             |   |                   |   |             |  
|                                                                                                                                                                             |  |                | 338,795,924 |   |                   |   | 274,568,200 |  
|Accumulated depreciation                                                                                                                                                     |  |                | (8,534,838  | ) |                   |   | (6,677,014  | )
|                                                                                                                                                                             |  |                |             |   |                   |   |             |  
|                                                                                                                                                                             |  |                | 330,261,086 |   |                   |   | 267,891,186 |  
|Construction in process                                                                                                                                                      |  |                | 1,409,499   |   |                   |   | 540,966     |  
|                                                                                                                                                                             |  |                |             |   |                   |   |             |  
|Real estate facilities, net ($17,215,107 and $17,186,388 related to VIEs)                                                                                                    |  |                | 331,670,585 |   |                   |   | 268,432,152 |  
|Deferred financing costs, net of accumulated amortization                                                                                                                    |  |                | 3,048,397   |   |                   |   | 2,326,519   |  
|Intangible assets, net of accumulated amortization                                                                                                                           |  |                | 17,013,675  |   |                   |   | 14,153,572  |  
|Restricted cash                                                                                                                                                              |  |                | 3,017,356   |   |                   |   | 1,921,058   |  
|Investments in unconsolidated joint ventures                                                                                                                                 |  |                | 8,742,929   |   |                   |   | 11,528,669  |  
|Other assets                                                                                                                                                                 |  |                | 3,197,848   |   |                   |   | 2,561,152   |  
|                                                                                                                                                                             |  |                |             |   |                   |   |             |  
|Total assets                                                                                                                                                                 |  | $              | 385,877,501 |   |                   | $ | 307,361,213 |  
|                                                                                                                                                                             |  |                |             |   |                   |   |             |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                         |  |                |             |   |                   |   |             |  
|Secured promissory notes ($10,173,410 and $10,161,523 related to VIEs)                                                                                                       |  | $              | 184,040,770 |   |                   | $ | 119,811,948 |  
|Accounts payable and accrued liabilities                                                                                                                                     |  |                | 10,133,074  |   |                   |   | 4,690,570   |  
|Due to affiliates                                                                                                                                                            |  |                | 914,296     |   |                   |   | 746,108     |  
|Distributions payable                                                                                                                                                        |  |                | 1,711,595   |   |                   |   | 1,557,367   |  
|                                                                                                                                                                             |  |                |             |   |                   |   |             |  
|Total liabilities                                                                                                                                                            |  |                | 196,799,735 |   |                   |   | 126,805,993 |  
|                                                                                                                                                                             |  |               
|Commitments and contingencies (Note 7)                                                                                                                                       |  |                |             |   |                   |   |             |  
|                                                                                                                                                                             |  |               
|Redeemable common stock                                                                                                                                                      |  |                | 2,075,948   |   |                   |   | 4,330,297   |  
|                                                                                                                                                                             |  |               
|Stockholders equity:                                                                                                                                                        |  |                |             |   |                   |   |             |  
|                                                                                                                                                                             |  |               
|Strategic Storage Trust, Inc. stockholders equity:                                                                                                                          |  |                |             |   |                   |   |             |  
|                                                                                                                                                                             |  |               
|Common stock, $0.001 par value; 700,000,000 shares authorized; 29,140,722 and 26,658,061 shares issued and outstanding at
March 31, 2011 and December 31, 2010, respectively |  |                | 29,141      |   |                   |   | 26,659      |  
|Additional paid-in capital                                                                                                                                                   |  |                | 231,693,962 |   |                   |   | 211,685,569 |  
|Distributions                                                                                                                                                                |  |                | (25,545,233 | ) |                   |   | (20,734,778 | )
|Accumulated deficit                                                                                                                                                          |  |                | (26,814,067 | ) |                   |   | (21,598,004 | )
|Accumulated other comprehensive income                                                                                                                                       |  |                | 291,026     |   |                   |   | 124,412     |  
|                                                                                                                                                                             |  |                |             |   |                   |   |             |  
|Total Strategic Storage Trust, Inc. stockholders equity                                                                                                                     |  |                | 179,654,829 |   |                   |   | 169,503,858 |  
|                                                                                                                                                                             |  |                |             |   |                   |   |             |  
|Noncontrolling interests in operating partnership                                                                                                                            |  |                | 854,778     |   |                   |   | 39,598      |  
|Other noncontrolling interests                                                                                                                                               |  |                | 6,492,211   |   |                   |   | 6,681,467   |  
|                                                                                                                                                                             |  |                |             |   |                   |   |             |  
|Total noncontrolling interests                                                                                                                                               |  |                | 7,346,989   |   |                   |   | 6,721,065   |  
|                                                                                                                                                                             |  |                |             |   |                   |   |             |  
|Total stockholders equity                                                                                                                                                   |  |                | 187,001,818 |   |                   |   | 176,224,923 |  
|                                                                                                                                                                             |  |                |             |   |                   |   |             |  
|Total liabilities and stockholders equity                                                                                                                                   |  | $              | 385,877,501 |   |                   | $ | 307,361,213 |  
|                                                                                                                                                                             |  |                |             |   |                   |   |             |  

See notes to consolidated financial statements.



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STRATEGIC STORAGE TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)



|                                                                                         |  |                                 |            |   |                                 |   |            |  
|---------------------------------------------------------------------------------------- |  | ------------------------------- | ---------- | - | ------------------------------- | - | ---------- | -
|                                                                                         |  | Three MonthsEndedMarch 31, 2011 |            |   | Three MonthsEndedMarch 31, 2010 |  
|Revenues:                                                                                |  |                                 |            |   |                                 |   |            |  
|Self storage rental income                                                               |  | $                               | 9,611,086  |   |                                 | $ | 5,051,128  |  
|Ancillary operating income                                                               |  |                                 | 193,527    |   |                                 |   | 99,104     |  
|                                                                                         |  |                                 |            |   |                                 |   |            |  
|Total revenues                                                                           |  |                                 | 9,804,613  |   |                                 |   | 5,150,232  |  
|                                                                                         |  |                                 |            |   |                                 |   |            |  
|Operating expenses:                                                                      |  |                                 |            |   |                                 |   |            |  
|Property operating expenses                                                              |  |                                 | 4,029,815  |   |                                 |   | 2,112,491  |  
|Property operating expenses - affiliates                                                 |  |                                 | 1,072,891  |   |                                 |   | 462,377    |  
|General and administrative                                                               |  |                                 | 821,927    |   |                                 |   | 844,364    |  
|Depreciation                                                                             |  |                                 | 1,876,981  |   |                                 |   | 1,018,216  |  
|Intangible amortization expense                                                          |  |                                 | 3,050,925  |   |                                 |   | 1,716,993  |  
|                                                                                         |  |                                 |            |   |                                 |   |            |  
|Total operating expenses                                                                 |  |                                 | 10,852,539 |   |                                 |   | 6,154,441  |  
|                                                                                         |  |                                 |            |   |                                 |   |            |  
|Operating loss                                                                           |  |                                 | (1,047,926 | ) |                                 |   | (1,004,209 | )
|Other income (expense):                                                                  |  |                                 |            |   |                                 |   |            |  
|Interest expense                                                                         |  |                                 | (2,387,794 | ) |                                 |   | (1,266,482 | )
|Deferred financing amortization expense                                                  |  |                                 | (332,104   | ) |                                 |   | (48,944    | )
|Property acquisition expenses - affiliates                                               |  |                                 | (1,233,159 | ) |                                 |   | (620,719   | )
|Other property acquisition expenses                                                      |  |                                 | (575,315   | ) |                                 |   | (485,017   | )
|Equity in earnings of real estate ventures                                               |  |                                 | 244,956    |   |                                 |   | 228,366    |  
|Interest income                                                                          |  |                                 | 217        |   |                                 |   | 364        |  
|Other                                                                                    |  |                                 | (10,694    | ) |                                 |   | (73,482    | )
|                                                                                         |  |                                 |            |   |                                 |   |            |  
|Net loss                                                                                 |  |                                 | (5,341,819 | ) |                                 |   | (3,270,123 | )
|Less: Net loss attributable to the noncontrolling interests in our operating partnership |  |                                 | 14,108     |   |                                 |   | 1,000      |  
|Net loss attributable to other noncontrolling interests                                  |  |                                 | 111,648    |   |                                 |   | 106,189    |  
|                                                                                         |  |                                 |            |   |                                 |   |            |  
|Net loss attributable to Strategic Storage Trust, Inc.                                   |  | $                               | (5,216,063 | ) |                                 | $ | (3,162,934 | )
|                                                                                         |  |                                 |            |   |                                 |   |            |  
|Net loss per share - basic                                                               |  | $                               | (0.19      | ) |                                 | $ | (0.18      | )
|Net loss per share - diluted                                                             |  | $                               | (0.19      | ) |                                 | $ | (0.18      | )
|                                                                                         |  |                                 |            |   |                                 |   |            |  
|Weighted average shares outstanding - basic                                              |  |                                 | 27,868,794 |   |                                 |   | 17,794,393 |  
|Weighted average shares outstanding - diluted                                            |  |                                 | 27,868,794 |   |                                 |   | 17,794,393 |  
|                                                                                         |  |                                 |            |   |                                 |   |            |  

See notes to consolidated financial statements.



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STRATEGIC STORAGE TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF

STOCKHOLDERS EQUITY AND COMPREHENSIVE LOSS

(Unaudited)



|                                                                   |  |                |            |  |                      |   |        |                          |  |   |               |   |  |                    |             |   |                                     |   |             |                         |  |   |         |  |  |   |           |   |  |   |             |  
|------------------------------------------------------------------ |  | -------------- | ---------- |  | -------------------- | - | ------ | ------------------------ |  | - | ------------- | - |  | ------------------ | ----------- | - | ----------------------------------- | - | ----------- | ----------------------- |  | - | ------- |  |  | - | --------- | - |  | - | ----------- | -
|                                                                   |  | NumberofShares |            |  | CommonStockPar Value |   |        | AdditionalPaid-inCapital |  |   | Distributions |   |  | AccumulatedDeficit |             |   | AccumulatedOtherComprehensiveIncome |   |             | NoncontrollingInterests |  |   | Total   | 
|Balance as of December 31, 2010                                    |  |                | 26,658,061 |  |                      | $ | 26,659 |                          |  | $ | 211,685,569   |   |  | $                  | (20,734,778 | ) |                                     | $ | (21,598,004 | )                       |  | $ | 124,412 |  |  | $ | 6,721,065 |   |  | $ | 176,224,923 |  
|Gross proceeds from issuance of common stock                       |  |                | 2,274,696  |  |                      |   | 2,274  |                          |  |   | 22,704,467    |   |  |                    |            |   |                                     |   |            |                         |  |   |        |  |  |   |          |   |  |   | 22,706,741  |  
|Offering costs                                                     |  |                |           |  |                      |   |       |                          |  |   | (2,702,116    | ) |  |                    |            |   |                                     |   |            |                         |  |   |        |  |  |   | (65,170   | ) |  |   | (2,767,286  | )
|Additions to redeemable common stock                               |  |                |           |  |                      |   |       |                          |  |   | (1,963,793    | ) |  |                    |            |   |                                     |   |            |                         |  |   |        |  |  |   |          |   |  |   | (1,963,793  | )
|Issuance of restricted stock                                       |  |                | 1,250      |  |                      |   | 1      |                          |  |   |              |   |  |                    |            |   |                                     |   |            |                         |  |   |        |  |  |   |          |   |  |   | 1           |  
|Distributions ($0.70 per share)                                    |  |                |           |  |                      |   |       |                          |  |   |              |   |  |                    | (4,810,455  | ) |                                     |   |            |                         |  |   |        |  |  |   |          |   |  |   | (4,810,455  | )
|Distributions for noncontrolling interests                         |  |                |           |  |                      |   |       |                          |  |   |              |   |  |                    |            |   |                                     |   |            |                         |  |   |        |  |  |   | (87,078   | ) |  |   | (87,078     | )
|Issuance of shares for distribution reinvestment plan              |  |                | 206,715    |  |                      |   | 207    |                          |  |   | 1,963,586     |   |  |                    |            |   |                                     |   |            |                         |  |   |        |  |  |   |          |   |  |   | 1,963,793   |  
|Issuance of limited partnership units in our Operating Partnership |  |                |           |  |                      |   |       |                          |  |   |              |   |  |                    |            |   |                                     |   |            |                         |  |   |        |  |  |   | 903,928   |   |  |   | 903,928     |  
|Stock based compensation expense                                   |  |                |           |  |                      |   |       |                          |  |   | 6,249         |   |  |                    |            |   |                                     |   |            |                         |  |   |        |  |  |   |          |   |  |   | 6,249       |  
|Comprehensive loss:                                                |  |                |            |  |                      |   |        |                          |  |   |               |   |  |                    |             |   |                                     |   |             |                         |  |   |         |  |  |   |           |   |  |   |             |  
|Net loss attributable to Strategic Storage Trust, Inc.             |  |                |           |  |                      |   |       |                          |  |   |              |   |  |                    |            |   |                                     |   | (5,216,063  | )                       |  |   |        |  |  |   |          |   |  |   | (5,216,063  | )
|Net loss attributable to the noncontrolling interests              |  |                |           |  |                      |   |       |                          |  |   |              |   |  |                    |            |   |                                     |   |            |                         |  |   |        |  |  |   | (125,756  | ) |  |   | (125,756    | )
|Foreign currency translation adjustment                            |  |                |           |  |                      |   |       |                          |  |   |              |   |  |                    |            |   |                                     |   |            |                         |  |   | 166,614 |  |  |   |          |   |  |   | 166,614     |  
|                                                                   |  |                |            |  |                      |   |        |                          |  |   |               |   |  |                    |             |   |                                     |   |             |                         |  |   |         |  |  |   |           |   |  |   |             |  
|Total comprehensive loss                                           |  |                |           |  |                      |   |       |                          |  |   |              |   |  |                    |            |   |                                     |   |            |                         |  |   |        |  |  |   |          |   |  |   | (5,175,205  | )
|                                                                   |  |                |            |  |                      |   |        |                          |  |   |               |   |  |                    |             |   |                                     |   |             |                         |  |   |         |  |  |   |           |   |  |   |             |  
|Balance as of March 31, 2011                                       |  |                | 29,140,722 |  |                      | $ | 29,141 |                          |  | $ | 231,693,962   |   |  | $                  | (25,545,233 | ) |                                     | $ | (26,814,067 | )                       |  | $ | 291,026 |  |  | $ | 7,346,989 |   |  | $ | 187,001,818 |  
|                                                                   |  |                |            |  |                      |   |        |                          |  |   |               |   |  |                    |             |   |                                     |   |             |                         |  |   |         |  |  |   |           |   |  |   |             |  

See notes to consolidated financial statements.



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STRATEGIC STORAGE TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                                                                |  |                                |             |   |                                |   |             |  
|----------------------------------------------------------------------------------------------- |  | ------------------------------ | ----------- | - | ------------------------------ | - | ----------- | -
|                                                                                                |  | Three MonthsEndedMarch 31,2011 |             |   | Three MonthsEndedMarch 31,2010 |  
|Cash flows from operating activities:                                                           |  |                                |             |   |                                |   |             |  
|Net loss                                                                                        |  | $                              | (5,341,819  | ) |                                | $ | (3,270,123  | )
|Adjustments to reconcile net loss to cash used in operating activities:                         |  |                                |             |   |                                |   |             |  
|Depreciation and amortization expense                                                           |  |                                | 5,260,010   |   |                                |   | 2,784,152   |  
|Noncash interest expense                                                                        |  |                                | 94,490      |   |                                |   | 49,757      |  
|Expense related to issuance of restricted stock                                                 |  |                                | 6,250       |   |                                |   | 4,692       |  
|Equity in income of unconsolidated joint ventures                                               |  |                                | (187,667    | ) |                                |   | (195,263    | )
|Distributions from unconsolidated joint ventures                                                |  |                                | 204,389     |   |                                |   | 195,261     |  
|Foreign currency exchange gain                                                                  |  |                                | (40,544     | ) |                                |   |            |  
|Increase (decrease) in cash from changes in assets and liabilities:                             |  |                                |             |   |                                |   |             |  
|Restricted cash                                                                                 |  |                                | (1,092,569  | ) |                                |   | 215,181     |  
|Other assets                                                                                    |  |                                | (316,762    | ) |                                |   | (470,620    | )
|Accounts payable and other accrued liabilities                                                  |  |                                | 807,700     |   |                                |   | 628,347     |  
|Due to affiliates                                                                               |  |                                | 232,616     |   |                                |   | (61,282     | )
|                                                                                                |  |                                |             |   |                                |   |             |  
|Net cash flows used in operating activities                                                     |  |                                | (373,906    | ) |                                |   | (119,898    | )
|                                                                                                |  |                                |             |   |                                |   |             |  
|Cash flows from investing activities:                                                           |  |                                |             |   |                                |   |             |  
|Purchases of real estate                                                                        |  |                                | (33,568,272 | ) |                                |   | (24,275,000 | )
|Additional investment in noncontrolling interest                                                |  |                                |            |   |                                |   | (184,251    | )
|Additions to construction in process                                                            |  |                                | (864,450    | ) |                                |   | (26,735     | )
|Additions to real estate facilities                                                             |  |                                | (818,558    | ) |                                |   | (26,735     | )
|Return of investment in unconsolidated joint ventures                                           |  |                                |            |   |                                |   | 66,802      |  
|Deposits on acquisition of real estate facilities                                               |  |                                | (309,902    | ) |                                |   | (394,878    | )
|                                                                                                |  |                                |             |   |                                |   |             |  
|Net cash flows used in investing activities                                                     |  |                                | (35,561,182 | ) |                                |   | (24,814,062 | )
|                                                                                                |  |                                |             |   |                                |   |             |  
|Cash flows from financing activities:                                                           |  |                                |             |   |                                |   |             |  
|Principal payments on secured promissory notes                                                  |  |                                | (340,333    | ) |                                |   | (117,634    | )
|Repayment of secured promissory notes                                                           |  |                                | (9,939,555  | ) |                                |   |            |  
|Proceeds from issuance of secured promissory notes                                              |  |                                | 42,985,900  |   |                                |   |            |  
|Deferred financing costs                                                                        |  |                                | (1,053,317  | ) |                                |   | (89,053     | )
|Gross proceeds from issuance of common stock                                                    |  |                                | 22,706,741  |   |                                |   | 24,035,665  |  
|Redemptions of common stock                                                                     |  |                                |            |   |                                |   | (168,396    | )
|Offering costs                                                                                  |  |                                | (2,767,286  | ) |                                |   | (2,701,179  | )
|Escrow receivable                                                                               |  |                                | 13,250      |   |                                |   | (175,192    | )
|Due to affiliates                                                                               |  |                                | (129,450    | ) |                                |   | 168,746     |  
|Distributions paid                                                                              |  |                                | (2,692,434  | ) |                                |   | (1,696,367  | )
|Distributions paid to noncontrolling interests                                                  |  |                                | (87,078     | ) |                                |   | (81,210     | )
|                                                                                                |  |                                |             |   |                                |   |             |  
|Net cash flows provided by financing activities                                                 |  |                                | 48,696,438  |   |                                |   | 19,175,380  |  
|                                                                                                |  |                                |             |   |                                |   |             |  
|Effect of exchange rate changes on cash                                                         |  |                                | (12,730     | ) |                                |   |            |  
|Increase (decrease) in cash and cash equivalents                                                |  |                                | 12,748,620  |   |                                |   | (5,758,580  | )
|Cash and cash equivalents, beginning of period                                                  |  |                                | 6,438,091   |   |                                |   | 23,778,458  |  
|                                                                                                |  |                                |             |   |                                |   |             |  
|Cash and cash equivalents, end of period                                                        |  | $                              | 19,186,711  |   |                                | $ | 18,019,878  |  
|                                                                                                |  |                                |             |   |                                |   |             |  
|Supplemental disclosures of non-cash transactions:                                              |  |                                |             |   |                                |   |             |  
|Cash paid for interest                                                                          |  | $                              | 2,248,738   |   |                                | $ | 1,233,371   |  
|Distributions payable                                                                           |  | $                              | 1,711,595   |   |                                | $ | 1,557,367   |  
|Issuance of shares pursuant to distribution reinvestment plan                                   |  | $                              | 1,963,793   |   |                                | $ | 1,234,525   |  
|Assumption of notes payable issued in connection with purchase of real estate facilities        |  | $                              | 31,291,119  |   |                                | $ |            |  
|Issuance of limited partnership units in connection with the purchase of real estate facilities |  | $                              | 903,928     |   |                                | $ |            |  

See notes to
consolidated financial statements.



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STRATEGIC STORAGE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011

Note 1. Organization

Strategic Storage Trust, Inc., a Maryland corporation (the Company), was formed on August 14, 2007 under the Maryland
General Corporation Law for the purpose of engaging in the business of investing in self storage facilities. The Companys year end is December 31. As used in this report, we us and our refer to
Strategic Storage Trust, Inc.

Strategic Capital Holdings, LLC, a Virginia limited liability company (our
Sponsor), is the sponsor of our initial public offering. Our Sponsor was formed in 2004 to engage in private structured offerings of limited partnerships and other entities with respect to the acquisition, management and disposition of
commercial real estate assets. Our Sponsor owns a majority of Strategic Storage Holdings, LLC, which is the sole member of our advisor and our property manager.

Our advisor is Strategic Storage Advisor, LLC, a Delaware limited liability company (our Advisor) which was formed on August 13, 2007. Our Advisor is responsible for managing our affairs
on a day-to-day basis and identifying and making acquisitions and investments on our behalf under the terms of an advisory agreement we have with our Advisor (our Advisory Agreement). Some of the officers of our Advisor are also officers
of our Sponsor and of us.

On August 24, 2007, our Advisor purchased 100 shares of our common stock for $1,000 and became
our initial stockholder. Our Articles of Amendment and Restatement authorize 700,000,000 shares of common stock with a par value of $0.001 and 200,000,000 shares of preferred stock with a par value of $0.001. We are currently offering a maximum of
110,000,000 shares of common stock, consisting of 100,000,000 shares for sale to the public (the Primary Offering) and 10,000,000 shares for sale pursuant to our distribution reinvestment plan (collectively, the Offering).

On March 17, 2008, the Securities and Exchange Commission (SEC) declared our registration statement
effective. On May 22, 2008, we satisfied the minimum offering requirements of the Primary Offering and commenced formal operations. As of March 31, 2011, in connection with our Offering, we had issued approximately 23.3 million shares
of our common stock for gross proceeds of approximately $232 million. We intend to invest a substantial amount of the net proceeds from the Offering primarily in self storage facilities and related self storage real estate investments. We may
continue to sell shares in the Offering until the earlier of 180 days after the third anniversary of the effective date of the Offering, September 17, 2011, or the effective date of the registration statement for our follow-on offering (SEC
Registration No. 333-168905), which we initially filed with the SEC on August 17, 2010. We also reserve the right to terminate the Offering at any time. In addition to the Offering, in September 2009 we also issued approximately
6.2 million shares in connection with two mergers with private real estate investment trusts sponsored by our Sponsor.

Our dealer manager, U.S. Select Securities LLC, a Virginia limited liability company (our Dealer Manager) is an affiliate of
our Sponsor. Our Dealer Manager is responsible for marketing our shares being offered pursuant to the Offering.

Our operating
partnership, Strategic Storage Operating Partnership, L.P., a Delaware limited partnership (our Operating Partnership), was formed on August 14, 2007. On August 24, 2007, our Advisor purchased a limited partnership interest in
our Operating Partnership for $200,000 and on August 24, 2007, we contributed the initial $1,000 capital contribution we received to our Operating Partnership in exchange for the general partner interest. Our Operating Partnership owns,
directly or



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011



indirectly through one or more special purpose entities, all of the self storage properties that we have acquired. As of March 31, 2011, we owned 99.31% of the limited partnership interests
of our Operating Partnership. The remaining limited partnership interests are owned by our Advisor (0.07%) and unaffiliated third parties (0.62%). As the sole general partner of our Operating Partnership, we have the exclusive power to manage and
conduct the business of our Operating Partnership. In March 2011, we adopted Amendment No. 1 to our Operating Partnerships First Amended and Restated Limited Partnership Agreement, which established Class D Units. The Class D Units have
all of the rights, powers, duties and preferences of the Operating Partnerships other limited partnership units, except that the Class D Units are subject to an annual distribution limit that sets the amount of annual cash distributions paid
with respect to the Class D Units initially at zero percent (0%), and the holders of the Class D Units have agreed to modified exchange rights that prevent them from exercising their exchange rights: (1) until the earlier of (a) a listing
of our shares or (b) our merger into another entity whereby our stockholders receive securities listed on a national securities exchange; or (2) until the funds from operations (FFO) of the properties contributed by the holders
of the Class D Units reaches $0.70 per share, based on our fully-loaded cost of equity.

We will conduct certain activities
(such as selling packing supplies and locks and renting trucks or other moving equipment) through our taxable REIT subsidiary (the TRS), which is our wholly-owned subsidiary.

Our property manager is Strategic Storage Property Management, LLC, a Delaware limited liability company (our Property
Manager), which was formed in August 2007 to manage our properties. Our Property Manager derives substantially all of its income from the property management services it performs for us.

As we accept subscriptions for shares of our common stock, we transfer substantially all of the net proceeds of the Offering to our
Operating Partnership as capital contributions in exchange for additional units of interest in our Operating Partnership. However, we are deemed to have made capital contributions in the amount of the gross offering proceeds received from investors
and the Operating Partnership is deemed to have simultaneously paid the sales commissions and other costs associated with the Offering. In addition, our Operating Partnership is structured to make distributions with respect to limited partnership
units (except for Class D units) that will be equivalent to the distributions made to holders of our common stock. Finally, a limited partner in our Operating Partnership may later exchange his or her limited partnership units in our Operating
Partnership for shares of our common stock at any time after one year following the date of issuance of their limited partnership units, subject to certain restrictions as outlined in the limited partnership agreement. Our Advisor is prohibited from
exchanging or otherwise transferring its limited partnership units so long as it is acting as our Advisor pursuant to our Advisory Agreement.

On September 25, 2008, we acquired our first two self storage facilities. As of March 31, 2011, we owned 61 self storage facilities located in 16 states and Canada, comprising approximately
40,750 units and approximately 5.1 million rentable square feet. As of March 31, 2011, we also had minority interests in nine additional self storage facilities through preferred equity and/or minority interests. Of those interests, one
has been deemed to be a controlling interest and is therefore consolidated in our consolidated financial statements as discussed in Note 2. Additionally, we have an interest in a net leased industrial property in California with 356,000 rentable
square feet leased to a single tenant.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011



Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying interim consolidated financial statements have been prepared by our management in accordance with accounting principles generally accepted in the United States of America
(GAAP) as contained within the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) and the rules and regulations of the SEC. Certain information and footnote disclosures required
for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, the interim financial statements do not include all of the information and footnotes required by GAAP for complete financial
statements. The accompanying financial statements reflect all adjustments which are, in the opinion of our management, of a normal recurring nature and necessary for a fair presentation of our financial position, results of operations and cash flows
for the interim period. Operating results for the three months ended March 31, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011.

Effective September 15, 2009, the ASC was established as the single source of authoritative nongovernmental GAAP. Prior to the
issuance of the ASC, all GAAP pronouncements were issued in separate topical pronouncements in the form of statements, staff positions or Emerging Issues Task Force Abstracts, and were referred to as such. While the ASC does not change GAAP, it
introduces a new structure and supersedes all previously issued non-SEC accounting and reporting standards. In addition to the ASC, the Company is still required to follow SEC rules and regulations relating to the preparation of financial
statements. The Companys accounting policies are consistent with the guidance set forth by both ASC and the SEC.

Reclassifications

Certain amounts previously reported in our 2010 financial statements have been reclassified to conform to the fiscal 2011 presentation.

Principles of Consolidation

Our financial statements, the financial statements of our Operating Partnership, including its wholly-owned subsidiaries, the financial statements of Self Storage REIT, LLC (REIT I) and Self
Storage REIT II, LLC (REIT II), and the accounts of variable interest entities (VIEs) for which we are the primary beneficiary are consolidated in the accompanying consolidated financial statements. The portion of these entities not
wholly-owned by us is presented as noncontrolling interests both as of and during the periods presented. All significant intercompany accounts and transactions have been eliminated in consolidation.

Consolidation Considerations for Our Investments in Joint Ventures

Recently amended accounting guidance provides a framework for identifying VIEs and determining when a company should include the assets,
liabilities, noncontrolling interests, and results of activities of the VIE in its consolidated financial statements. In general, a VIE is an entity or other legal structure used to conduct activities or hold assets that either (1) has an
insufficient amount of equity to carry out its principal activities without additional subordinated financial support, (2) has a group of equity owners that are unable to make significant decisions about its activities, or (3) has a group
of equity owners that do not have the obligation to absorb losses or the right to receive returns generated by its operations. Generally, a VIE should be consolidated if a party with an ownership, contractual, or other financial interest in the VIE
(a variable interest holder) has the power to direct the VIEs most significant



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March 31, 2011



activities and the obligation to absorb losses or right to receive benefits of the VIE that could be significant to the VIE. A variable interest holder that consolidates the VIE is called the
primary beneficiary. Upon consolidation, the primary beneficiary generally must initially record all of the VIEs assets, liabilities, and noncontrolling interest at fair value and subsequently account for the VIE as if it were consolidated
based on majority voting interest. As of March 31, 2011 and December 31, 2010, we had entered into contracts/interests that are deemed to be variable interests in VIEs. Those variable interests include both lease agreements and equity
investments. We have evaluated those variable interests against the criteria for consolidation and determined that we are not the primary beneficiary of certain investments discussed further in the Equity Investments section of
this note.

As of March 31, 2011 and December 31, 2010, we had an equity interest in a self storage property located
in San Francisco, California (SF property) which was deemed to be a VIE of which we are the primary beneficiary. As such, the SF property has been consolidated in our consolidated financial statements since we acquired our interest in
the property through our merger with REIT I. In January 2010, we acquired an approximately 2% additional interest in the SF property, bringing our total interest to approximately 12%. The SF property is owned by a Delaware Statutory Trust (DST), and
by virtue of the trust agreement the investors in the trust have no direct or indirect ability through voting rights to make decisions about the DSTs significant activities. The REIT I operating partnership (the REIT I Operating
Partnership) has also entered into a lease agreement for the SF property, in which the REIT I Operating Partnership is the tenant, which exposes it to losses of the VIE that could be significant to the VIE and also allows it to direct
activities of the VIE that determine its economic performance by means of its operation of the leased facility. The lease has an initial term of 10 years which commenced on December 19, 2006. The initial term of the lease may be extended at the
option of the REIT I Operating Partnership for up to four successive five year terms. As of March 31, 2011, the consolidated joint venture had net real estate assets of approximately $17.2 million and net intangible assets of approximately $0.3
million. Such assets are only available to satisfy the obligations of the SF property. We have also consolidated approximately $10.2 million of secured promissory notes and approximately $6.5 million of noncontrolling interest related to this
entity. The lenders of the secured promissory notes have no recourse to other Company assets. Our Sponsor has entered into an agreement to indemnify us for any losses as a result of potential shortfalls in the lease payments required to be made by
the REIT I Operating Partnership. Despite such indemnification, we continue to be deemed the primary beneficiary as our Sponsor is not deemed to have a variable interest in the SF property.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial
statements and accompanying notes. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. Management adjusts such estimates when facts and circumstances dictate. The most significant
estimates made include the allocation of property purchase price to tangible and intangible assets acquired and liabilities assumed at fair value, the determination if certain entities should be consolidated, the evaluation of potential impairment
of long-lived assets and of assets held by equity method investees, and the useful lives of real estate assets and intangibles. Actual results could materially differ from those estimates.

Cash and Cash Equivalents

We consider all short-term, highly liquid investments that are readily convertible to cash with a maturity of three months or less at the time of purchase to be cash equivalents.



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March 31, 2011



We may maintain cash equivalents in financial institutions in excess of insured limits,
but believe this risk is mitigated by only investing in or through major financial institutions.

Restricted Cash

Restricted cash consists of impound reserve accounts for property taxes, insurance and capital improvements in
connection with the requirements of certain of our loan agreements.

Real Estate Purchase Price Allocation

We account for acquisitions in accordance with amended accounting guidance which requires that we allocate the
purchase price of the property to the tangible and intangible assets acquired and the liabilities assumed based on estimated fair values. This guidance requires us to make significant estimates and assumptions, including fair value estimates, as of
the acquisition date and to adjust those estimates as necessary during the measurement period (defined as the period, not to exceed one year, in which we may adjust the provisional amounts recognized for an acquisition). Acquisitions of portfolios
of facilities are allocated to the individual facilities based upon an income approach or a cash flow analysis using appropriate risk adjusted capitalization rates which take into account the relative size, age, and location of the individual
facility along with current and projected occupancy and rental rate levels or appraised values, if available. Allocations to the individual assets and liabilities are based upon comparable market sales information for land and estimates of
depreciated replacement cost of equipment, building and site improvements. In allocating the purchase price, we determine whether the acquisition includes intangible assets or liabilities. Substantially all of the leases in place at acquired
properties are at market rates, as the majority of the leases are month-to-month contracts. Accordingly, to date we have not allocated any portion of the purchase price to above or below market leases. We also consider whether in-place, market
leases represent an intangible asset. We preliminarily allocated approximately $5.9 million of purchase price to intangible assets to recognize the value of in-place leases related to our acquisitions in the first quarter of 2011. We do not expect,
nor to date have we recorded, intangible assets for the value of tenant relationships because we will not have concentrations of significant tenants and the average tenant turnover is fairly frequent. Our acquisition-related transaction costs are
required to be expensed as incurred. During the three months ended March 31, 2011 and 2010 we expensed approximately $1.8 million and $1.1 million, respectively, of acquisition-related transaction costs.

Should the initial accounting for an acquisition be incomplete by the end of a reporting period that falls within the measurement period,
we report provisional amounts in our financial statements. During the measurement period, we adjust the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the
acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date and we record those adjustments to our financial statements. We apply those measurement period adjustments that we determine to be
significant retrospectively to comparative information in our financial statements, potentially including adjustments to interest, depreciation and amortization expense.

Evaluation of Possible Impairment of Long-Lived Assets

Management
will continually monitor events and changes in circumstances that could indicate that the carrying amounts of our long-lived assets, including those held through joint ventures, may not be recoverable. When indicators of potential impairment are
present that indicate that the carrying amounts of the assets may not be recoverable, we will assess the recoverability of the assets by determining whether the carrying value of the long-lived assets will be recovered through the undiscounted
future



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011



operating cash flows expected from the use of the asset and its eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying value, we will
adjust the value of the long-lived assets to the fair value and recognize an impairment loss. As of March 31, 2011 and December 31, 2010, no impairment losses have been recognized.

Equity Investments

Our investments in unconsolidated real estate joint ventures and VIEs in which we are not the primary beneficiary, where we have significant influence, but not control, are recorded under the equity
method of accounting in the accompanying consolidated financial statements. Under the equity method, our investments in real estate ventures are stated at cost and adjusted for our share of net earnings or losses and reduced by distributions. Equity
in earnings of real estate ventures is generally recognized based on the allocation of cash distributions upon liquidation of the investment in accordance with the joint venture agreements.

Investments representing passive preferred equity and/or minority interests (less than 20%) are accounted for under the cost method.
Under the cost method, our investments in real estate ventures are carried at cost and adjusted for other-than-temporary declines in fair value, distributions representing a return of capital and additional investments.

Through the mergers with REIT I and REIT II, we acquired five preferred equity and/or minority interests in unconsolidated joint ventures
(one of which became wholly-owned in 2011. See Note 3), all of which were deemed to be VIEs. We have evaluated each variable interest against the amended criteria for consolidation and determined that we are not the primary beneficiary, generally
due to our inability to direct significant activities that determine the economic performance of the VIE. Three of those investments are passive or limited partner interests in self storage facilities (two of which properties are owned by DSTs, and
by virtue of the related trust agreements, the investors have no direct or indirect ability through voting rights to make decisions about each DSTs significant activities) and are therefore accounted for under the cost method; our aggregate
investment therein is approximately $0.7 million. Individually our ownership interest in those investments ranges from .28% to 11.5%, the carrying value of the investments ranged from approximately $27,000 to $610,000 and our risk of loss is
limited to our individual investment therein.

The remaining interest is in a net leased industrial property (Hawthorne
property) located in California with 356,000 rentable square feet leased to a single tenant. This investment is accounted for under the equity method of accounting and our risk of loss is limited to our investment, including our maximum
exposure under the terms of a debt guarantee. We own a 12% interest in Westport LAX LLC, the joint venture that acquired the Hawthorne property. Hawthorne LLC, an affiliate of our Sponsor, owns 78% of Westport LAX LLC, and we have a preferred
equity interest in Hawthorne LLC which entitles us to distributions equal to 10% per annum on our investment of approximately $6.6 million. The preferred equity interest has a redemption date in November 2011, subject to extension at our
sole discretion. The preferred equity interest may be called at any time in whole or part by Hawthorne LLC or redeemed at any time by us. The remaining 10% interest in Westport LAX LLC is owned by a third party, who is also the co-manager, along
with our Sponsor, of the Hawthorne property. Such third party is the acting property manager and directs the operating activities of the property that determine its economic performance. We, along with other non-affiliated parties, are guarantors on
the approximately $19.9 million loan used to secure the Hawthorne property. The loan has a maturity date of August 1, 2020. As of March 31, 2011, our maximum exposure to loss as a result of our involvement with this VIE, consisting of our
investment balance and our guarantee of the secured debt, totaled approximately $26.5 million.



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STRATEGIC STORAGE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011



Revenue Recognition

Management believes that all of our leases are operating leases. Rental income is recognized in accordance with the terms of the leases,
which generally are month-to-month. Revenues from any long-term operating leases are recognized on a straight-line basis over the term of the lease. The excess of rents received over amounts contractually due pursuant to the underlying leases is
included in accounts payable and accrued liabilities in our consolidated balance sheets and contractually due but unpaid rent is included in other assets.

Allowance for Doubtful Accounts

Tenant accounts receivable are
reported net of an allowance for doubtful accounts. Managements estimate of the allowance is based upon a review of the current status of tenant accounts receivable. It is reasonably possible that managements estimate of the allowance
will change in the future.

Depreciation of Real Property Assets

Our management is required to make subjective assessments as to the useful lives of our depreciable assets. We consider the period of
future benefit of the asset to determine the appropriate useful lives.

Depreciation of our real property assets is charged to
expense on a straight-line basis over the estimated useful lives as follows:



|                  |  |                          
|----------------- |  | -------------------------
|Description       |  | Standard Depreciable Life
|Land              |  | Not Depreciated          
|Buildings         |  | 25 to 40 years           
|Site Improvements |  | 7 to 15 years            

Depreciation of
Personal Property Assets

Personal property assets, consisting primarily of furniture, fixtures and equipment, are
depreciated on a straight-line basis over the estimated useful lives ranging from 3 to 5 years, and are included in other assets on our consolidated balance sheets.

Intangible Assets

We have allocated a portion of our real estate
purchase price to in-place leases. We are amortizing in-place leases on a straight-line basis over the estimated future benefit period. As of March 31, 2011 and December 31, 2010, accumulated amortization of in-place lease intangibles
totaled approximately $14.0 million and $10.9 million, respectively.

Amortization of Deferred Financing Costs

Costs incurred in connection with obtaining financing are deferred and amortized on a straight-line basis over the
term of the related loan, which is not materially different than the effective interest method. As of March 31, 2011 and December 31, 2010, accumulated amortization of deferred financing costs totaled approximately $0.5 million and $0.4
million, respectively.



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STRATEGIC STORAGE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011



Organization and Offering Costs

Our Advisor may fund organization and offering costs on our behalf. We are required to reimburse our Advisor for such organization
and offering costs; provided, however, our Advisor must reimburse us within 60 days after the end of the month in which the Offering terminates to the extent we paid or reimbursed organization and offering costs (excluding sales commissions and
dealer manager fees) in excess of 3.5% of the gross offering proceeds from the Primary Offering. Such costs will be recognized as a liability when we have a present responsibility to reimburse our Advisor, which is defined in our Advisory Agreement
as the date we satisfied the minimum offering requirements of the Primary Offering (which occurred on May 22, 2008). If at any point in time we determine that the total organization and offering costs are expected to exceed 3.5% of the gross
proceeds anticipated to be received from the Primary Offering, we will recognize such excess as a capital contribution from our Advisor. As of March 31, 2011, we do not believe total organization and offering costs will exceed 3.5% of the gross
proceeds anticipated to be received from the Primary Offering. Offering costs are recorded as an offset to additional paid-in capital, and organization costs are recorded as an expense.

Redeemable Common Stock

We have adopted a share redemption program that may enable stockholders to submit their shares to us for redemption in limited circumstances.

There are several limitations on our ability to redeem shares under the share redemption program including, but not limited to:



| |  |  | Unless the shares are being redeemed in connection with a stockholders death, qualifying disability (as defined under the share
redemption program) or bankruptcy, we may not redeem shares until the stockholder has held his or her shares for one year.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | During any calendar year, we will not redeem in excess of 5% of the weighted-average number of shares outstanding during the prior calendar year.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The cash available for redemption is limited to the proceeds from the sale of shares pursuant to our distribution reinvestment plan.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We have no obligation to redeem shares if the redemption would violate the restrictions on distributions under Maryland law, which prohibit
distributions that would cause a corporation to fail to meet statutory tests of solvency.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

See Note 7 for
further discussion of our share redemption program.

Our board of directors may amend, suspend or terminate the share
redemption program upon 30 days notice to our stockholders. We may provide this notice by including such information in a Current Report on Form 8-K or in our annual or quarterly reports, all publicly filed with the SEC, or by a separate
mailing to our stockholders.

We record amounts that are redeemable under the share redemption program as redeemable common
stock in the accompanying consolidated balance sheets since the shares are mandatorily redeemable at the option of the holder and therefore their redemption is outside our control. The maximum amount redeemable under our share redemption program is
limited to the number of shares we could repurchase with the amount of the net proceeds from the sale of shares under the distribution reinvestment plan. However, accounting guidance states that determinable amounts that can become redeemable but
that are contingent on an event that is likely to occur (e.g., the passage of time) should be presented as redeemable when such amount is known. Therefore, the net proceeds from the distribution



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reinvestment plan are considered to be temporary equity and are presented as redeemable common stock in the accompanying consolidated balance sheets.

In addition, current accounting guidance requires, among other things, that financial instruments that represent a mandatory obligation
of us to repurchase shares be classified as liabilities and reported at settlement value. Our redeemable common shares are contingently redeemable at the option of the holder. When we determine we have a mandatory obligation to repurchase shares
under the share redemption program, we will reclassify such obligations from temporary equity to a liability based upon their respective settlement values.

During the three months ended March 31, 2011, we did not redeem any shares. As of March 31, 2011, there were approximately 436,000 shares related to redemption requests to be processed
subsequent to March 31, 2011. On April 29, 2011, we satisfied all of the eligible redemption requests. The redemption of these shares totaled approximately $4.2 million and was reclassified from redeemable common stock to accounts payable
and accrued liabilities in the consolidated balance sheets as of March 31, 2011.

Foreign Currency Translation

For non-U.S. functional currency operations, assets and liabilities are translated to U.S. dollars at current exchange
rates. Revenues and expenses are translated at the average rates for the period. All related adjustments are recorded in other comprehensive income (loss) as a separate component of stockholders equity. Transactions denominated in a currency
other than the functional currency of the related operation are recorded at rates of exchange in effect at the date of the transaction. Gains or losses on foreign currency transactions are recorded in other income (expense). For the three months
ended March 31, 2011, there was a net gain recorded of approximately $51,000.

Accounting for Equity Awards

The cost of restricted stock is required to be measured based on the grant-date fair value and the cost to be
recognized over the relevant service period.

Fair Value Measurements

The accounting standard for fair value measurements and disclosures defines fair value, establishes a framework for measuring fair value,
and provides for expanded disclosure about fair value measurements. Fair value is defined by the accounting standard for fair value measurements and disclosures as the exchange price that would be received for an asset or paid to transfer a
liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. It also establishes a fair value hierarchy that prioritizes observable
and unobservable inputs used to measure fair value into three levels. The following summarizes the three levels of inputs and hierarchy of fair value we use when measuring fair value:



| |  |  | Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as interest rates and yield curves that are
observable at commonly quoted intervals; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Level 3 inputs are unobservable inputs for the assets or liabilities that are typically based on an entitys own assumptions as there is little,
if any, related market activity.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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In instances where the determination of the fair value measurement is based on inputs
from different levels of the fair value hierarchy, the fair value measurement will fall within the lowest level that is significant to the fair value measurement in its entirety.

The accounting guidance for fair value measurements and disclosures provides a framework for measuring fair value and establishes a fair
value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. In determining fair value, we utilize valuation techniques that maximize the use of observable
inputs and minimize the use of unobservable inputs to the extent possible as well as consider counterparty credit risk in our assessment of fair value. Considerable judgment is necessary to interpret Level 2 and 3 inputs in determining fair value of
our financial and non-financial assets and liabilities. Accordingly, there can be no assurance that the fair values we present herein are indicative of amounts that may ultimately be realized upon sale or other disposition of these assets.

Financial and non-financial assets and liabilities measured at fair value on a non-recurring basis in our consolidated
financial statements consist of real estate and related assets, investments in unconsolidated joint ventures, and assumed liabilities as well as common stock and limited partnership units issued related to our acquisitions. The fair values of these
assets, liabilities, common stock and limited partnership units were determined as of the acquisition dates using widely accepted valuation techniques, including (i) discounted cash flow analysis, which considers, among other things, leasing
assumptions, growth rates, discount rates and terminal capitalization rates, (ii) income capitalization approach, which considers prevailing market capitalization rates, and (iii) comparable sales activity. In general, we consider multiple
valuation techniques when measuring fair values. However, in certain circumstances, a single valuation technique may be appropriate. All of the fair values of the assets, liabilities, common stock and limited partnership units as of the acquisition
dates were derived using Level 3 inputs.

The carrying amounts of cash and cash equivalents, tenant accounts receivable, other
assets, accounts payable and accrued liabilities, distributions payable and amounts due to affiliates approximate fair value because of the relatively short-term nature of these instruments.

The table below summarizes our fixed rate notes payable at March 31, 2011. The estimated fair value of financial instruments is
subjective in nature and is dependent on a number of important assumptions, including discount rates and relevant comparable market information associated with each financial instrument. The fair value of the fixed rate notes payable was estimated
by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. The use of different market assumptions and estimation methodologies
may have a material effect on the reported estimated fair value amounts. Accordingly, the estimates presented below are not necessarily indicative of the amounts we would realize in a current market exchange.



|                                    |  |                |             |  |                |   |             | 
|----------------------------------- |  | -------------- | ----------- |  | -------------- | - | ----------- | 
|                                    |  | March 31, 2011 |            
|                                    |  | Fair Value     |             |  | Carrying Value |  
|Fixed Rate Secured Promissory Notes |  | $              | 181,446,000 |  |                | $ | 176,842,670 | 

Noncontrolling
Interests in Consolidated Entities

We account for the noncontrolling interests in our Operating Partnership in
accordance with amended accounting guidance. Due to our control through our general partnership interest in our Operating Partnership and the limited rights of the limited partners, our Operating Partnership, including its wholly-owned subsidiaries,
is consolidated with the Company and the limited partners interest is reflected as noncontrolling interests in the accompanying consolidated balance sheets. In addition, we



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account for the noncontrolling interest in the SF property in accordance with the amended accounting guidance. The noncontrolling interests shall continue to be attributed their share of income
and losses, even if that attribution results in a deficit noncontrolling interest balance.

Income Taxes

We made an election to be taxed as a Real Estate Investment Trust (REIT), under Sections 856 through 860
of the Internal Revenue Code of 1986, as amended (the Code), commencing with our taxable year ended December 31, 2008. To qualify as a REIT, we must meet certain organizational and operational requirements, including a
requirement to currently distribute at least 90% of the REITs ordinary taxable income to stockholders. As a REIT, we generally will not be subject to federal income tax on taxable income that we distribute to our stockholders. If we
fail to qualify as a REIT in any taxable year, we will then be subject to federal income taxes on our taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four
years following the year during which qualification is lost unless the IRS grants us relief under certain statutory provisions. Such an event could materially adversely affect our net income and net cash available for distribution to
stockholders. However, we believe that we will be organized and operate in such a manner as to qualify for treatment as a REIT and intend to operate in the foreseeable future in such a manner that we will remain qualified as a REIT for federal
income tax purposes. We have concluded that there are no significant uncertain tax positions requiring recognition or disclosure in our consolidated financial statements.

Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income and property, and federal income and excise taxes on our undistributed income.

We have filed an election to treat our TRS as a taxable REIT subsidiary. In general, the TRS may perform additional services for our
tenants and generally may engage in any real estate or non-real estate related business. The TRS is subject to corporate federal and state income tax. The TRS follows accounting guidance which requires the use of the asset and liability method.
Deferred income taxes will represent the tax effect of future differences between the book and tax bases of assets and liabilities.

Per Share Data

Basic earnings per share attributable for all
periods presented are computed by dividing net income (loss) by the weighted average number of shares outstanding during the period. Diluted earnings per share are computed by dividing net income (loss) by the weighted average number of shares
outstanding, including all restricted stock grants as though fully vested. For the three months ended March 31, 2011 and 2010, 5,625 and 7,500 shares, respectively, of unvested restricted stock were not included in the diluted weighted average
shares as such shares were antidilutive. Our Operating Partnership units are convertible to shares based on certain restrictions. As such, for the three months ended March 31, 2011 and 2010, 61,700 and 20,000 units, respectively, were not
included in the diluted weighted average shares as such shares were antidilutive.

Note 3. USA Self Storage I, DST acquisition

On February 1, 2011, we, through an indirect wholly-owned subsidiary, closed on the purchase of an additional 73.824%
in beneficial interests (the Interests) in USA Self Storage I, DST (the DST), a Delaware Statutory Trust sponsored by our Sponsor, from 36 third-party sellers pursuant to separate purchase agreements with each seller. None of
the purchases was contingent upon any of the others. The agreed upon purchase price of the properties relating to the Interests acquired was approximately $27.7 million ($37.55 million total purchase price multiplied by 73.824%), consisting of $10.2
million in cash



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and the ratable portion of approximately $17.5 million of three separate bank loans held by the three property owning subtrusts (the Subtrusts) of the DST (the Bank of America
Loans).

The acquisition brought our ownership of the DST to 93.577%, including 19.753% in Interests that were acquired
previously in unrelated transactions. We closed on the purchase of the remaining 6.423% in Interests on February 15, 2011, with the majority of the consideration being provided in the form of approximately 70,000 limited partnership units in
our Operating Partnership. We paid our Advisor approximately $377,000 in acquisition fees in connection with these acquisitions.

The DST, through the Subtrusts, owns 10 self storage facilities located in Georgia, North Carolina and Texas with an aggregate of approximately 5,440 units and 726,000 rentable square feet.

The three Subtrusts lease their respective properties to master tenants (the Tenants) on a triple-net basis pursuant to
master leases (the Leases) that have terms of 10 years and expire on November 1, 2015. The Tenants are owned by affiliates of the Sponsor. Under the Leases, the Tenants pay a stated monthly rent equivalent to the monthly debt
service payment under the Bank of America Loans, which is paid directly to the lender on behalf of the Subtrusts, a monthly stated rent equivalent to an investor return of 7.0% per annum, and may pay certain annual bonus rent per the terms of
the Leases, both of which stated rent and bonus rent are remitted to the Subtrusts. As an Interest holder, we are entitled to our pro rata share of the total rent less the debt service under the Bank of America Loans. The Tenants are entitled to
retain any cash flow in excess of these rent payments. Upon acquiring 100% of the Interests, we initiated the process to seek lender approval to terminate the Leases. In any event, we and our Sponsor have agreed to assign 100% of the economic
benefits and obligations from these properties to us in exchange for indemnification by us for any potential liability incurred subsequent to the assignment by the Sponsor in connection with the Leases.

The properties owned by the Subtrusts are subject to the three Bank of America Loans, which had an aggregate principal balance of
approximately $23.8 million as of February 1, 2011. The Bank of America Loans bear a fixed interest rate of 5.18%, had original terms of 10 years and mature on November 1, 2015. The Bank of America Loans required monthly interest-only
payments during the first three years of their terms and now require monthly principal-and-interest payments based on a 30-year amortization period. Each of the Bank of America Loans is secured only by the DST properties owned by the respective
Subtrust that obtained such loan.

Note 4. Real Estate Facilities

The following summarizes our activity in real estate facilities during the three months ended March 31, 2011:



|                                        |  |   |             |  
|--------------------------------------- |  | - | ----------- | -
|Real estate facilities                  |  |   |             |  
|Balance at December 31, 2010            |  | $ | 274,568,200 |  
|Facility acquisitions                   |  |   | 63,023,324  |  
|Impact of foreign exchange rate changes |  |   | 385,842     |  
|Improvements and additions              |  |   | 818,558     |  
|                                        |  |   |             |  
|Balance at March 31, 2011               |  | $ | 338,795,924 |  
|                                        |  |   |             |  
|Accumulated depreciation                |  |   |             |  
|Balance at December 31, 2010            |  | $ | (6,677,014  | )
|Depreciation expense                    |  |   | (1,857,824  | )
|                                        |  |   |             |  
|Balance at March 31, 2011               |  | $ | (8,534,838  | )
|                                        |  |   |             |  



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The following table summarizes the purchase price allocation for our acquisitions for
the three months ended March 31, 2011:



|                                              |  |                 |           |  |                   |   |            |             |  |   |           |  |  |                            |            |  |                |   |            |                           |  |   |         |     |  |   |         |    
|--------------------------------------------- |  | --------------- | --------- |  | ----------------- | - | ---------- | ----------- |  | - | --------- |  |  | -------------------------- | ---------- |  | -------------- | - | ---------- | ------------------------- |  | - | ------- | --- |  | - | ------- | ---
|Property                                      |  | AcquisitionDate |           |  | Real EstateAssets |   |            | Intangibles |  |   | Total(1)  |  |  | DebtAssumed
orIssued(2)(3) |            |  | 2011Revenue(4) |   |            | 2011OperatingIncome(4)(5) | 
|ConcordNC(6)                                 |  |                 | 2/1/2011  |  |                   | $ | 2,809,179  |             |  | $ | 290,000   |  |  | $                          | 3,099,179  |  |                | $ | 2,262,355  |                           |  | $ | 63,169  |     |  | $ | 30,409  |    
|HickoryNC(6)                                 |  |                 | 2/1/2011  |  |                   |   | 3,068,239  |             |  |   | 300,000   |  |  |                            | 3,368,239  |  |                |   | 2,116,866  |                           |  |   | 68,885  |     |  |   | 40,480  |    
|MorgantonNC(6)                               |  |                 | 2/1/2011  |  |                   |   | 2,479,875  |             |  |   | 420,000   |  |  |                            | 2,899,875  |  |                |   | 2,458,764  |                           |  |   | 71,870  |     |  |   | 44,777  |    
|El Paso IITX(6)                              |  |                 | 2/1/2011  |  |                   |   | 4,028,337  |             |  |   | 560,000   |  |  |                            | 4,588,337  |  |                |   | 2,493,626  |                           |  |   | 93,404  |     |  |   | 55,893  |    
|El Paso IIITX(6)                             |  |                 | 2/1/2011  |  |                   |   | 5,584,356  |             |  |   | 510,000   |  |  |                            | 6,094,356  |  |                |   | 3,312,103  |                           |  |   | 121,249 |     |  |   | 82,160  |    
|El Paso IVTX(6)                              |  |                 | 2/1/2011  |  |                   |   | 3,394,766  |             |  |   | 300,000   |  |  |                            | 3,694,766  |  |                |   | 2,007,996  |                           |  |   | 74,296  |     |  |   | 45,550  |    
|El Paso V TX(6)                              |  |                 | 2/1/2011  |  |                   |   | 3,535,809  |             |  |   | 420,000   |  |  |                            | 3,955,809  |  |                |   | 2,149,865  |                           |  |   | 84,558  |     |  |   | 53,464  |    
|DallasTX(6)                                  |  |                 | 2/1/2011  |  |                   |   | 4,108,217  |             |  |   | 450,000   |  |  |                            | 4,558,217  |  |                |   | 2,447,257  |                           |  |   | 107,735 |     |  |   | 45,520  |    
|Lawrenceville IGA(6)                         |  |                 | 2/1/2011  |  |                   |   | 1,529,603  |             |  |   | 150,000   |  |  |                            | 1,679,603  |  |                |   | 1,493,828  |                           |  |   | 47,186  |     |  |   | 22,580  |    
|Lawrenceville IIGA(6)                        |  |                 | 2/1/2011  |  |                   |   | 2,832,445  |             |  |   | 260,000   |  |  |                            | 3,092,445  |  |                |   | 2,750,402  |                           |  |   | 57,685  |     |  |   | 28,897  |    
|Mississauga Mississauga  Ontario, Canada(7) |  |                 | 3/11/2011 |  |                   |   | 5,662,250  |             |  |   |          |  |  |                            | 5,662,250  |  |                |   |           |                           |  |   |        | (8) |  |   |        | (8)
|El Paso TX(9)                                |  |                 | 3/17/2011 |  |                   |   | 1,560,000  |             |  |   | 40,000    |  |  |                            | 1,600,000  |  |                |   |           |                           |  |   | 4,492   |     |  |   | (647    | )  
|Las Vegas VII NV(10)                         |  |                 | 3/25/2011 |  |                   |   | 4,589,867  |             |  |   | 460,000   |  |  |                            | 5,049,867  |  |                |   |           |                           |  |   | 4,689   |     |  |   | 617     |    
|Las Vegas VIII NV(10)                        |  |                 | 3/25/2011 |  |                   |   | 4,919,309  |             |  |   | 390,000   |  |  |                            | 5,309,309  |  |                |   |           |                           |  |   | 5,226   |     |  |   | 391     |    
|SF Bay Area  MorganHill  CA                 |  |                 | 3/30/2011 |  |                   |   | 5,654,098  |             |  |   | 680,000   |  |  |                            | 6,334,098  |  |                |   | 3,089,522  |                           |  |   | 2,221   |     |  |   | 1,476   |    
|SF Bay Area  Vallejo CA                     |  |                 | 3/30/2011 |  |                   |   | 7,266,974  |             |  |   | 670,000   |  |  |                            | 7,936,974  |  |                |   | 4,678,535  |                           |  |   | 2,571   |     |  |   | 1,470   |    
|                                              |  |                 |           |  |                   |   |            |             |  |   |           |  |  |                            |            |  |                |   |            |                           |  |   |         |     |  |   |         |    
|Total                                         |  |                 |           |  |                   | $ | 63,023,324 |             |  | $ | 5,900,000 |  |  | $                          | 68,923,324 |  |                | $ | 31,291,119 |                           |  | $ | 809,236 |     |  | $ | 453,037 |    
|                                              |  |                 |           |  |                   |   |            |             |  |   |           |  |  |                            |            |  |                |   |            |                           |  |   |         |     |  |   |         |    



|(1) | The allocations noted above are based on a preliminary determination of the fair value of the total consideration provided. Such valuations may change as we complete
our purchase price accounting.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | See Note 5 for specific terms of the debt.
|--- | ------------------------------------------

|(3) | Amounts include the estimated preliminary fair value adjustment of debt.
|--- | ------------------------------------------------------------------------

|(4) | The operating results of the facilities acquired above have been included in the Companys statement of operations since their respective acquisition date.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Operating income excludes asset management fees, interest expense, depreciation and amortization expense.
|--- | ---------------------------------------------------------------------------------------------------------

|(6) | See Note 3 for additional information related to the acquisition of these properties.
|--- | -------------------------------------------------------------------------------------

|(7) | Allocation (excludes estimated conversion costs) based on Canadian/U.S. exchange rate as of the date of acquisition.
|--- | --------------------------------------------------------------------------------------------------------------------

|(8) | Property is under construction; therefore the property generated no revenue or operating income as of March 31, 2011.
|--- | ---------------------------------------------------------------------------------------------------------------------

|(9) | Acquisition is subject to an earn out provision. The allocation above includes the estimated fair value of such earn out.
|--- | -----------------------------------------------------------------------------------------------------------------------------

|(10) | Consideration provided included approximately 114,000 Class D Units.
|---- | --------------------------------------------------------------------



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The purchase price allocations included above are preliminary and therefore, subject to
change upon the completion of our analysis of appraisals and other information related to the acquisitions. We anticipate finalizing the purchase price allocations by December 31, 2011 along with supplementary pro forma information.

All of the above transactions were acquired from unaffiliated third parties. Acquisition fees paid to our Advisor for the first quarter
2011 acquisitions totaled approximately $1.2 million.

Note 5. Secured Promissory Notes

The Companys secured promissory notes are summarized as follows:



|                                       |  |                       |             |   |                  |   |             |                     |  |  |              |      |  |  |            | 
|-------------------------------------- |  | --------------------- | ----------- | - | ---------------- | - | ----------- | ------------------- |  |  | ------------ | ---- |  |  | ---------- | 
|                                       |  | Carrying value as of: |             |   |                  |   |             |                     | 
|Encumbered Property                    |  | March 31,2011         |             |   | December 31,2010 |   |             | Stated InterestRate |  |  | MaturityDate |     
|Crescent Springs                       |  | $                     | 800,000     |   |                  | $ | 800,000     |                     |  |  | 5.00         | %    |  |  | 2/11/2014  | 
|Florence, Walton                       |  |                       | 3,700,000   |   |                  |   | 3,700,000   |                     |  |  | 5.00         | %    |  |  | 2/11/2014  | 
|Biloxi, Gulf Breeze(1)                 |  |                       |            |   |                  |   | 4,939,555   |                     |  |  | 6.50         | %    |  |  | 4/1/2012   | 
|Montgomery                             |  |                       | 2,888,219   |   |                  |   | 2,905,005   |                     |  |  | 6.42         | %    |  |  | 7/1/2016   | 
|Seabrook                               |  |                       | 4,631,797   |   |                  |   | 4,648,475   |                     |  |  | 5.73         | %    |  |  | 1/1/2016   | 
|Greenville                             |  |                       | 2,321,038   |   |                  |   | 2,329,399   |                     |  |  | 5.65         | %    |  |  | 3/1/2016   | 
|Kemah                                  |  |                       | 9,057,589   |   |                  |   | 9,086,648   |                     |  |  | 6.20         | %    |  |  | 6/1/2016   | 
|Memphis                                |  |                       | 2,563,322   |   |                  |   | 2,572,089   |                     |  |  | 5.67         | %    |  |  | 12/1/2016  | 
|Tallahassee                            |  |                       | 7,650,000   |   |                  |   | 7,650,000   |                     |  |  | 6.16         | %    |  |  | 8/1/2016   | 
|Houston                                |  |                       | 2,078,966   |   |                  |   | 2,087,590   |                     |  |  | 5.67         | %    |  |  | 2/1/2017   | 
|San Francisco (consolidated VIE)       |  |                       | 10,500,000  |   |                  |   | 10,500,000  |                     |  |  | 5.84         | %    |  |  | 12/1/2016  | 
|Lake Forest                            |  |                       | 18,000,000  |   |                  |   | 18,000,000  |                     |  |  | 6.47         | %    |  |  | 10/1/2017  | 
|Las Vegas I                            |  |                       | 1,540,000   |   |                  |   | 1,540,000   |                     |  |  | 5.72         | %    |  |  | 6/1/2017   | 
|Pearland                               |  |                       | 3,500,000   |   |                  |   | 3,500,000   |                     |  |  | 5.93         | %    |  |  | 7/1/2017   | 
|Daphne                                 |  |                       | 1,808,351   |   |                  |   | 1,844,445   |                     |  |  | 5.47         | %    |  |  | 8/1/2020   | 
|Mesa                                   |  |                       | 3,145,589   |   |                  |   | 3,161,123   |                     |  |  | 5.38         | %    |  |  | 4/1/2015   | 
|Riverdale                              |  |                       | 4,800,000   |   |                  |   | 4,800,000   |                     |  |  | 4.00         | %    |  |  | 5/14/2014  | 
|Prudential Portfolio Loan(2)           |  |                       | 32,365,288  |   |                  |   | 32,475,887  |                     |  |  | 5.42         | %(3) |  |  | 9/5/2019   | 
|Long Beach                             |  |                       |            |   |                  |   | 5,000,000   |                     |  |  | 10.00        | %    |  |  | 1/31/2011  | 
|Dufferin  Toronto  Ontario, Canada   |  |                       | 7,198,100   |   |                  |   |            |                     |  |  | 5.20         | %(4) |  |  | 12/15/2013 | 
|Citi Loan(5)                           |  |                       | 29,085,371  |   |                  |   |            |                     |  |  | 5.77         | %    |  |  | 2/6/2021   | 
|Bank of America Loan  1(6)            |  |                       | 4,526,928   |   |                  |   |            |                     |  |  | 5.18         | %    |  |  | 11/1/2015  | 
|Bank of America Loan  2(7)            |  |                       | 6,859,508   |   |                  |   |            |                     |  |  | 5.18         | %    |  |  | 11/1/2015  | 
|Bank of America Loan  3(8)            |  |                       | 12,329,262  |   |                  |   |            |                     |  |  | 5.18         | %    |  |  | 11/1/2015  | 
|Prudential  Long Beach(9)             |  |                       | 6,800,000   |   |                  |   |            |                     |  |  | 5.27         | %    |  |  | 9/5/2019   | 
|SF Bay Area  Morgan Hill  CA         |  |                       | 3,040,370   |   |                  |   |            |                     |  |  | 5.75         | %    |  |  | 4/1/2013   | 
|SF Bay Area  Vallejo  CA             |  |                       | 4,535,075   |   |                  |   |            |                     |  |  | 6.04         | %    |  |  | 6/1/2014   | 
|Net fair value adjustment              |  |                       | (1,684,003  | ) |                  |   | (1,728,268  | )                   |  |  |              |      |  |  |            | 
|                                       |  |                       |             |   |                  |   |             |                     |  |  |              |      |  |  |            | 
|Total mortgage loans and notes payable |  | $                     | 184,040,770 |   |                  | $ | 119,811,948 |                     |  |  |              |      |  |  |            | 
|                                       |  |                       |             |   |                  |   |             |                     |  |  |              |      |  |  |            | 



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011



|(1) | This loan was repaid in its entirety in January 2011.
|--- | -----------------------------------------------------

|(2) | This portfolio loan is comprised of 11 discrete mortgage loans on 11 respective properties (Manassas, Marietta, Erlanger, Pittsburgh, Weston, Fort Lee, Oakland Park,
Tempe, Phoenix II, Davie, Las Vegas II). Each of the individual loans is cross-collateralized by the other ten.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Ten of the loans in this portfolio loan bear an interest rate of 5.43% and the remaining loan bears an interest rate of 5.31%. The weighted average interest rate of
this portfolio is 5.42%.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | On January 12, 2011, we encumbered the Toronto property with a loan for CAD $7 million which bears interest at the banks floating rate plus 3.5% (subject to
a reduction in certain circumstances). The rate in effect at March 31, 2011 was 5.2%.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | This portfolio loan encumbers 11 properties (Biloxi, Gulf Breeze I, Alpharetta, Florence II, Jersey City, West Mifflin, Chicago  95thSt. Chicago  Western Ave., Chicago  Ogden Ave., Chicago
 Roosevelt Rd. and Las Vegas IV).
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | This loan encumbers the Lawrenceville I and II properties.
|--- | ----------------------------------------------------------

|(7) | This loan encumbers the Concord, Hickory and Morganton properties.
|--- | ------------------------------------------------------------------

|(8) | This loan encumbers the El Paso II, III, IV & V properties as well as the Dallas property.
|--- | ------------------------------------------------------------------------------------------

|(9) | This loan is cross-collateralized by the 11 properties discussed in (2).
|--- | ------------------------------------------------------------------------

On January 28, 2011, we encumbered eleven of our self storage facilities (the Encumbered Properties) in connection with a loan obtained from The Citigroup Global Markets Realty Corp. (the
Citi Loan) in the principal amount of approximately $29.1 million. The proceeds from the Citi Loan were used to repay the existing debt obligations of approximately $5 million related to two of our existing Encumbered Properties, to make
future acquisitions of self storage facilities and for other general corporate purposes. The Citi Loan has a term of ten years and matures on February 6, 2021. The Citi Loan bears a fixed rate of 5.77% per annum on a 30-year amortization
schedule. Payments of principal and interest are due on a monthly basis. We may prepay the Citi Loan without penalty in the last three months of the ten-year term. We have guaranteed the obligations under the Citi loan in limited circumstances set
forth in the loan documents. The Citi loan contains a number of other customary terms and covenants. The net book value of the Encumbered Properties as of March 31, 2011 was approximately $52 million. Such amounts are only available to satisfy
the obligations of the Citi Loan.

As of March 31, 2011 and December 31, 2010, the Companys secured promissory
notes shown above were secured by the properties shown above, which properties had net book values of approximately $290 million and $193 million, respectively.

The following table presents the future principal payment requirements on outstanding secured promissory notes as of March 31, 2011:



|                                  |  |   |             |  
|--------------------------------- |  | - | ----------- | -
|2012                              |  | $ | 1,471,008   |  
|2013                              |  |   | 5,017,155   |  
|2014                              |  |   | 12,317,259  |  
|2015                              |  |   | 13,538,272  |  
|2016                              |  |   | 27,157,913  |  
|2017 and thereafter               |  |   | 126,223,166 |  
|                                  |  |   |             |  
|Total payments                    |  |   | 185,724,773 |  
|Unamortized fair value adjustment |  |   | (1,684,003  | )
|                                  |  |   |             |  
|Total                             |  | $ | 184,040,770 |  
|                                  |  |   |             |  



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STRATEGIC STORAGE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011



We record the amortization of debt discounts related to fair value adjustments to
interest expense. The weighted average interest rate of the Companys fixed rate debt as of March 31, 2011 was approximately 5.7%.

Note 6. Related Party Transactions

Fees to Affiliates

Our Advisory Agreement with our Advisor and
dealer manager agreement (Dealer Manager Agreement) with our Dealer Manager entitle our Advisor and our Dealer Manager to specified fees upon the provision of certain services with regard to the Offering and investment of funds in real
estate properties, among other services, as well as reimbursement for organizational and offering costs incurred by our Advisor on our behalf and reimbursement of certain costs and expenses incurred by our Advisor in providing services to us.

Pursuant to the terms of the agreements described above, the following summarizes the related party costs incurred for the
three months ended March 31, 2011 and 2010:



|                                                                     |  |                                          |           |  |                                          |   |           | 
|-------------------------------------------------------------------- |  | ---------------------------------------- | --------- |  | ---------------------------------------- | - | --------- | 
|                                                                     |  | Three MonthsEndedMarch 
31, 2011Incurred |           |  | Three MonthsEndedMarch 
31, 2010Incurred |  
|Expensed                                                             |  |                                          |           |  |                                          |   |           | 
|Reimbursement of operating expenses (including organizational costs) |  | $                                        | 270,647   |  |                                          | $ | 204,719   | 
|Asset management fees                                                |  |                                          | 565,346   |  |                                          |   | 244,955   | 
|Property management fees                                             |  |                                          | 507,545   |  |                                          |   | 217,422   | 
|Acquisition expenses                                                 |  |                                          | 1,233,159 |  |                                          |   | 620,719   | 
|Additional Paid-in Capital                                           |  |                                          |           |  |                                          |   |           | 
|Selling commissions                                                  |  |                                          | 1,554,811 |  |                                          |   | 1,673,024 | 
|Dealer Manager fee                                                   |  |                                          | 666,347   |  |                                          |   | 717,010   | 
|Reimbursement of offering costs                                      |  |                                          | 119,757   |  |                                          |   | 105,294   | 
|                                                                     |  |                                          |           |  |                                          |   |           | 
|Total                                                                |  | $                                        | 4,917,612 |  |                                          | $ | 3,783,143 | 
|                                                                     |  |                                          |           |  |                                          |   |           | 

As of March 31, 2011 and December 31, 2010, we had amounts due to affiliates totaling $914,296 and
$746,108, respectively.

Organization and Offering Costs

Organization and offering costs of the Offering may be paid by our Advisor on our behalf and will be reimbursed to our Advisor from the
proceeds of the Offering. Organization and offering costs consist of all expenses (other than sales commissions and the dealer manager fee) to be paid by us in connection with the Offering, including our legal, accounting, printing, mailing and
filing fees, charges of our escrow holder and other accountable offering expenses, including, but not limited to, (i) amounts to reimburse our Advisor for all marketing related costs and expenses such as salaries and direct expenses of
employees of our Advisor and its affiliates in connection with registering and marketing our shares; (ii) technology costs associated with the Offering; (iii) our costs of conducting our training and education meetings; (iv) our costs
of attending retail seminars conducted by participating broker-dealers; and (v) payment or reimbursement of bona fide due diligence expenses. Our Advisor must reimburse us within 60 days after the end of the month which the Offering
terminates to the extent we paid or reimbursed organization and offering costs (excluding sales commissions and dealer manager fees) in excess of 3.5% of the gross offering proceeds from the Primary Offering.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011



Advisory Agreement

We do not expect to have any employees. Our Advisor is primarily responsible for managing our business affairs and carrying out the
directives of our board of directors. Our Advisor receives various fees and expenses under the terms of our Advisory Agreement. As discussed above, we are required under our Advisory Agreement to reimburse our Advisor for organization and offering
costs; provided, however, our Advisor must reimburse us within 60 days after the end of the month in which the Offering terminates to the extent we paid or reimbursed organization and offering costs (excluding sales commissions and dealer manager
fees) in excess of 3.5% of the gross offering proceeds from the Primary Offering. As of March 31, 2011, we do not believe that total organization and offering costs will exceed 3.5% of the gross proceeds anticipated to be received from the
Primary Offering.

Our Advisory Agreement also requires our Advisor to reimburse us to the extent that offering expenses,
including sales commissions, dealer manager fees and organization and offering expenses, are in excess of 15% of gross proceeds from the Offering. Our Advisor receives acquisition fees equal to 2.5% of the contract purchase price of each property we
acquire plus reimbursement of any acquisition expenses the Advisor incurs. Our Advisor also receives a monthly asset management fee for managing our assets equal to 0.0833% of the aggregate asset value, as defined, of our assets. The monthly asset
management fees for our properties acquired through our September 24, 2009 mergers and the USA Self Storage I, DST acquisition are equal to 2.0% of the gross revenues from the properties and are paid to affiliates of our Sponsor. Under our
Advisory Agreement, our Advisor receives fees in an amount equal to up to one-half of the total real estate commission paid but in no event to exceed an amount equal to 3.0% of the contract sale price for each property we sell as long as our Advisor
provides substantial assistance in connection with the sale. The total disposition fees paid (including fees paid to third parties) may not exceed the lesser of a competitive real estate commission or an amount equal to 6.0% of the contract sale
price of the property. Our Advisor may also be entitled to various subordinated fees if we (1) list our shares of common stock on a national exchange, (2) terminate our Advisory Agreement, or (3) liquidate our portfolio. The advisors
of REIT I and REIT II are entitled to various fees related to their properties if we (1) dispose of a property, (2) liquidate our portfolio, or (3) terminate their advisory agreement.

Our Advisory Agreement provides for reimbursement of our Advisors direct and indirect costs of providing administrative and
management services to us. Beginning October 1, 2009 (four fiscal quarters after the acquisition of our first real estate asset), our Advisor must pay or reimburse us the amount by which our aggregate annual operating expenses, as defined,
exceed the greater of 2% of our average invested assets or 25% of our net income, as defined, unless a majority of our independent directors determine that such excess expenses were justified based on unusual and non-recurring factors. For any
fiscal quarter for which total operating expenses for the 12 months then ended exceed the limitation, we will disclose this fact in our next quarterly report or within 60 days of the end of that quarter and send a written disclosure of this fact to
our stockholders. In each case the disclosure will include an explanation of the factors that the independent directors considered in arriving at the conclusion that the excess expenses were justified. For the 12 months ended
March 31, 2011, our aggregate annual operating expenses, as defined, did not exceed the thresholds described above.

Dealer Manager Agreement

Our Dealer Manager receives a sales commission of up to 7.0% of gross proceeds from sales in the Primary Offering and a dealer manager fee equal to up to 3.0% of gross proceeds from sales in the Primary
Offering under the terms of our Dealer Manager Agreement. Our Dealer Manager has entered into participating dealer agreements with certain other broker-dealers which authorizes them to sell our shares. Upon sale of our shares by such broker-dealers,
our Dealer Manager will re-allow all of the sales



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011



commissions paid in connection with sales made by these broker-dealers. Our Dealer Manager may also re-allow to these broker-dealers a portion of the 3.0% dealer manager fee as marketing fees,
reimbursement of certain costs and expenses of attending training and education meetings sponsored by our Dealer Manager, payment of attendance fees required for employees of our Dealer Manager or other affiliates to attend retail seminars and
public seminars sponsored by these broker-dealers, or to defray other distribution-related expenses. Our Dealer Manager also receives reimbursement of bona fide due diligence expenses up to 0.5% of the gross proceeds from sales in the Primary
Offering.

Property Management Agreement

Our Property Manager receives a fee for its services in managing our properties, except for those properties acquired in the REIT I merger
transaction and the USA Self Storage I, DST transaction, generally equal to 6.0% of the gross revenues from the properties plus reimbursement of the direct costs of managing the properties under our property management agreement. The properties
acquired in the REIT I merger transaction and USA Self Storage I, DST acquisition are managed by an affiliate of our Sponsor. As a condition of the REIT II merger transaction, the monthly property management fees for properties acquired from REIT II
have been waived until the FFO of the properties acquired from REIT II, as defined in the merger agreement relating to the REIT II merger transaction, reaches $0.70 per share. In the event that our Property Manager assists with the development or
redevelopment of a property, we may pay a separate market-based fee for such services.

Note 7. Commitments and Contingencies

Distribution Reinvestment Plan

We have adopted a distribution reinvestment plan that allows our stockholders to have distributions otherwise distributable to them invested in additional shares of our common stock. We have registered
10,000,000 shares of common stock for sale pursuant to the distribution reinvestment plan. The plan became effective on the effective date of our initial public offering. The purchase price per share is to be the higher of $9.50 per share or 95% of
the fair market value of a share of our common stock. No sales commission or dealer manager fee will be paid on shares sold through the distribution reinvestment plan. We may amend or terminate the distribution reinvestment plan for any reason at
any time upon 10 days prior written notice to stockholders. As of March 31, 2011, we have sold approximately 1.1 million shares through our distribution reinvestment plan.

Share Redemption Program

We have adopted a share redemption program that enables our stockholders to sell their stock to us in limited circumstances. As long as our common stock is not listed on a national securities exchange or
over-the-counter market, our stockholders who have held their stock for at least one year may be able to have all or any portion of their shares of stock redeemed by us. We may redeem the shares of stock presented for redemption for cash to the
extent that we have sufficient funds available to fund such redemption. The amount that we may pay to redeem stock is expected to be the redemption price set forth in the following table which is based upon the number of years the stock is held:



|                          |  |                         
|------------------------- |  | ------------------------
|Number Years Held         |  | Redemption Price        
|Less than 1               |  | No Redemption Allowed   
|1 or more but less than 2 |  | 92.5% of purchase price 
|2 or more but less than 3 |  | 95.0% of purchase price 
|3 or more but less than 4 |  | 97.5% of purchase price 
|4 or more                 |  | 100.0% of purchase price



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011



The purchase price shall equal the amount paid for the shares until the price in the
Primary Offering changes or a net asset value is calculated. The redemption price is subject to adjustment as determined from time to time by our board of directors. At no time will the redemption price exceed the price at which we are offering our
common stock for sale.

During the three months ended March 31, 2011, we did not redeem any shares. As of
March 31, 2011, there were approximately 436,000 shares related to redemption requests to be processed subsequent to March 31, 2011. On April 29, 2011, we satisfied all of the eligible redemption requests. The redemption of these
shares totaled approximately $4.2 million and was reclassified from redeemable common stock to accounts payable and accrued liabilities in the consolidated balance sheets as of March 31, 2011.

See Note 2 for further discussion of redeemable common stock and our share redemption program.

Operating Partnership Redemption Rights

The limited partners of our Operating Partnership have the right to cause our Operating Partnership to redeem their limited partnership units for cash equal to the value of an equivalent number of our
shares, or, at our option, we may purchase their limited partnership units by issuing one share of our common stock for each limited partnership unit redeemed. The holders of the Class D Units have agreed to modified exchange rights that prevent
them from exercising their exchange rights: (1) until the earlier of (a) a listing of our shares or (b) our merger into another entity whereby our stockholders receive securities listed on a national securities exchange; or
(2) until FFO of the properties contributed by the holders of the Class D Units reaches $0.70 per share, based on our fully-loaded cost of equity. These rights may not be exercised under certain circumstances which could cause us to lose our
REIT election. Furthermore, limited partners may exercise their redemption rights only after their limited partnership units have been outstanding for one year. Our Advisor is prohibited from exchanging or otherwise transferring its limited
partnership units so long as it is acting as our Advisor pursuant to our Advisory Agreement.

Las Vegas III and VI
Properties

We purchased these properties through judicial foreclosure proceedings. We have been advised by local
counsel that, although the court ordered that the original property owners (the borrowers) would have no right of redemption, pursuant to Nevada law, the borrowers may still have the right to elect to redeem the properties during a
one-year period following the date the properties were sold at foreclosure. Should either borrower elect to redeem their properties within one year following the foreclosure sale, we may be obligated to return the property to the borrower, provided
certain other conditions are met, including repayment of our purchase price. Although the borrowers may have a right to redeem, we believe that it is highly unlikely that this will occur.

Los Angeles  La Cienega Conditional Use Permit

Our use of the Los Angeles  La Cienega property as a self storage facility is subject to a Conditional Use Permit granted by the Los
Angeles County Department of Regional Planning which must be renewed six months prior to the current termination date in 2012. We and the seller of the La Cienega  LA property have entered into agreements whereby it is the sellers
responsibility to apply for and obtain approval of the permit renewal. If the renewal application is not approved, we may force the seller to repurchase the property from us on certain terms and conditions. As part of the permit renewal process



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011



and right to purchase, the seller has put $500,000 into an escrow account, which amounts may be withdrawn subject to certain conditions.

Note 8. Declaration of Distributions

On March 25, 2011, our board of
directors declared a distribution rate for the second quarter of 2011 of $0.00191781 per day per share on the outstanding shares of common stock (equivalent to an annual distribution rate of 7% assuming the share was purchased for $10) payable to
stockholders of record of such shares as shown on our books at the close of business on each day during the period commencing on April 1, 2011 and continuing on each day thereafter through and including June 30, 2011.

Note 9. Selected Quarterly Data

The following is a summary of quarterly financial information for the three months ended March 31, 2011 and each three month period for the year ended December 31, 2010:



|                                     |  |                    |            |   |               |   |            |                    |  |   |                   |   |  |                |            |   |  |   |            |  
|------------------------------------ |  | ------------------ | ---------- | - | ------------- | - | ---------- | ------------------ |  | - | ----------------- | - |  | -------------- | ---------- | - |  | - | ---------- | -
|                                     |  | Three months ended |           
|                                     |  | March 31, 2010     |            |   | June 30, 2010 |   |            | September 30, 2010 |  |   | December 31, 2010 |   |  | March 31, 2011 |           
|Total revenues                       |  | $                  | 5,150,232  |   |               | $ | 6,312,933  |                    |  | $ | 6,937,875         |   |  | $              | 7,760,142  |   |  | $ | 9,804,613  |  
|Total operating expenses             |  | $                  | 6,159,498  |   |               | $ | 6,979,505  |                    |  | $ | 7,390,800         |   |  | $              | 8,235,578  |   |  | $ | 10,852,539 |  
|Net loss                             |  | $                  | (3,275,180 | ) |               | $ | (2,708,719 | )                  |  | $ | (2,310,354        | ) |  | $              | (4,952,762 | ) |  | $ | (5,341,819 | )
|Net loss attributable to the Company |  | $                  | (3,167,991 | ) |               | $ | (2,589,556 | )                  |  | $ | (2,199,012        | ) |  | $              | (4,834,256 | ) |  | $ | (5,216,063 | )
|Net loss per share-basic and diluted |  | $                  | (0.18      | ) |               | $ | (0.13      | )                  |  | $ | (0.10             | ) |  | $              | (0.19      | ) |  | $ | (0.19      | )

Note 10. Potential Acquisitions

From September 14, 2010 through March 25, 2011, we entered into purchase and sale agreements for 16 additional
self storage facilities in seven states. We expect to close each of these acquisitions before the end of the second or third quarter of 2011. If we complete all of these acquisitions, we will wholly-own 77 self storage facilities located in 17
states (Alabama, Arizona, California, Florida, Georgia, Illinois, Kentucky, Mississippi, Nevada, New Jersey, New York, North Carolina, Pennsylvania, South Carolina, Tennessee, Texas and Virginia) and Canada, comprising approximately 50,590 units and
approximately 6.2 million rentable square feet.

The table below is an updated summary of our 16 potential acquisitions:



|                               |  |                                  |  |                   |            |     |                      |           |              |  |     |                              |  |  |         | 
|------------------------------ |  | -------------------------------- |  | ----------------- | ---------- | --- | -------------------- | --------- | ------------ |  | --- | ---------------------------- |  |  | ------- | 
|Property                       |  | Date ofPurchaseand SaleAgreement |  | Acquisition Price |            |     | Year Built/Converted |           | Approx.Units |  |     | Approx.RentableSq. Ft. (net) | 
|SF Bay Area  San Lorenzo  CA |  | 9/14/10                          |  | $                 | 2,850,000  |     |                      | 2000      |              |  | 640 |                              |  |  | 62,000  | 
|SF Bay Area  Gilroy  CA      |  | 9/14/10                          |  | $                 | 6,560,000  |     |                      | 1999      |              |  | 610 |                              |  |  | 63,500  | 
|Las Vegas V  NV               |  | 10/15/10                         |  | $                 | 4,600,000  |     |                      | 1997      |              |  | 790 |                              |  |  | 69,000  | 
|Ladera Ranch CA               |  | 2/9/11                           |  | $                 | 20,900,000 | (1) |                      | 2003      |              |  | 980 |                              |  |  | 102,000 | 
|Neptune  NJ                   |  | 2/28/11                          |  | $                 | 3,760,000  |     |                      | 1990/2000 |              |  | 530 |                              |  |  | 54,500  | 
|Peachtree City  GA            |  | 3/25/11                          |  | $                 | 5,290,000  |     |                      | 1989-2004 |              |  | 670 |                              |  |  | 123,400 | 
|Buford  GA                    |  | 3/25/11                          |  | $                 | 2,500,000  |     |                      | 2004      |              |  | 520 |                              |  |  | 68,900  | 
|Jonesboro  GA                 |  | 3/25/11                          |  | $                 | 2,440,000  |     |                      | 1998-2002 |              |  | 730 |                              |  |  | 106,400 | 
|Ellenwood  GA                 |  | 3/25/11                          |  | $                 | 2,260,000  |     |                      | 1998      |              |  | 300 |                              |  |  | 40,700  | 



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011



|                    |  |                                  |  |                   |            |  |                      |                |              |  |       |                              |  |  |           | 
|------------------- |  | -------------------------------- |  | ----------------- | ---------- |  | -------------------- | -------------- | ------------ |  | ----- | ---------------------------- |  |  | --------- | 
|Property            |  | Date ofPurchaseand SaleAgreement |  | Acquisition Price |            |  | Year Built/Converted |                | Approx.Units |  |       | Approx.RentableSq. Ft. (net) | 
|Marietta II GA     |  | 3/25/11                          |  | $                 | 2,620,000  |  |                      | 1998/2005/2007 |              |  | 480   |                              |  |  | 61,200    | 
|Collegeville  PA   |  | 3/25/11                          |  | $                 | 3,030,000  |  |                      | 1996-2007      |              |  | 540   |                              |  |  | 58,400    | 
|Skippack  PA       |  | 3/25/11                          |  | $                 | 2,340,000  |  |                      | 2003           |              |  | 390   |                              |  |  | 56,300    | 
|Ballston Spa  NY   |  | 3/25/11                          |  | $                 | 5,030,000  |  |                      | 2002-2007      |              |  | 690   |                              |  |  | 82,800    | 
|Trenton  NJ        |  | 3/25/11                          |  | $                 | 7,620,000  |  |                      | 2004           |              |  | 660   |                              |  |  | 85,100    | 
|Fredericksburg  VA |  | 3/25/11                          |  | $                 | 4,180,000  |  |                      | 2002           |              |  | 630   |                              |  |  | 59,600    | 
|Sandston  VA       |  | 3/25/11                          |  | $                 | 6,720,000  |  |                      | 2005/2006      |              |  | 680   |                              |  |  | 78,100    | 
|                    |  |                                  |  |                   |            |  |                      |                |              |  |       |                              |  |  |           | 
|Total               |  |                                  |  | $                 | 82,700,000 |  |                      |                |              |  | 9,840 |                              |  |  | 1,171,900 | 
|                    |  |                                  |  |                   |            |  |                      |                |              |  |       |                              |  |  |           | 



|(1) | Includes an adjoining parcel of vacant land, which has an acquisition price of $3,900,000.
|--- | ------------------------------------------------------------------------------------------

There can be no assurance that we will complete any of the acquisitions in the table above. In some circumstances, if we
fail to complete an acquisition, we may forfeit earnest money as a result.

Note 11. Subsequent Events

Offering Status

As of May 10, 2011, in connection with our Offering we have issued approximately 24.5 million shares of our common stock for gross proceeds of approximately $243 million.



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|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

The following Managements Discussion and Analysis of Financial Condition and Result of Operations should be read in conjunction with
our financial statements and notes thereto contained elsewhere in this report. The following Managements Discussion and Analysis of Financial Condition and Result of Operations should also be read in conjunction with our financial statements
and notes thereto and Managements Discussion and Analysis of Financial Condition and Results of Operations included in our Form 10-K for the year ended December 31, 2010. See also Cautionary Note Regarding Forward Looking
Statements preceding Part I.

Overview

Strategic Storage Trust, Inc., a Maryland Corporation (the Company), was formed on August 14, 2007 for the purpose of engaging in the business of investing in self storage facilities. The
Company made an election to be taxed as a real estate investment trust (REIT) beginning with the taxable year ended December 31, 2008. As used in this report, we us and our refer to Strategic
Storage Trust, Inc.

We are currently offering a maximum of 110,000,000 shares of common stock, consisting of 100,000,000
shares for sale to the public (the Primary Offering) and 10,000,000 shares for sale pursuant to our distribution reinvestment plan (collectively, the Offering).

On March 17, 2008, the Securities and Exchange Commission (SEC) declared our registration statement effective. On
May 22, 2008, we satisfied the minimum offering requirements of the Primary Offering and commenced formal operations. As of March 31, 2011, we had sold approximately 23.3 million shares of our common stock, including shares sold
through our distribution reinvestment plan, for gross offering proceeds of approximately $232 million. We intend to invest a substantial amount of the net proceeds from the Offering primarily in self storage facilities and related self storage real
estate investments. We may continue to sell shares in the Offering until the earlier of 180 days after the third anniversary of the effective date of the Offering, September 17, 2011, or the effective date of the registration statement for our
follow-on offering (SEC Registration No. 333-168905), which we initially filed with the SEC on August 17, 2010. We also reserve the right to terminate the Offering at any time.

As of March 31, 2011, we owned 61 self storage facilities located in 16 states and Canada, comprising approximately 40,750 units and
approximately 5.1 million rentable square feet. As of March 31, 2011, we also had minority interests in nine additional self storage facilities through preferred equity and/or minority interests. Additionally, we have an interest in a net
leased industrial property in California with 356,000 rentable square feet leased to a single tenant. As of March 31, 2010, we owned 29 self storage facilities located in 14 states, comprising approximately 19,595 units and approximately
2.53 million rentable square feet.

Strategic Storage Operating Partnership, L.P. (our Operating Partnership)
was formed on August 14, 2007. Our Operating Partnership owns, directly or indirectly through one or more special purpose entities, all of the self storage properties that we have acquired.

Strategic Capital Holdings, LLC (our Sponsor), is the sponsor of our Offering. Our Sponsor was formed in 2004 to engage in
private structured offerings of limited partnerships and other entities with respect to the acquisition, management and disposition of commercial real estate assets. Our Sponsor owns a majority of Strategic Storage Holdings, LLC, which is the sole
member of our advisor, Strategic Storage Advisor, LLC (our Advisor), and our property manager, Strategic Storage Property Management, LLC (our Property Manager).



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We have no paid employees. Our Advisor is responsible for managing our affairs on a
day-to-day basis and identifying and making acquisitions and investments on our behalf under the terms of an advisory agreement with our Advisor. Our Advisor was formed on August 13, 2007.

Our Property Manager was organized in August 2007 to manage our properties. Our Property Manager derives substantially all of its income
from the property management services it performs for us. Our Property Manager may enter into sub-property management agreements with third party management companies and pay part of its management fee to such sub-Property Manager.

As of March 31, 2011, our self storage portfolio was comprised as follows:



|                   |  |                  |    |  |       |  |        |              |  |  |                           |     |  |                       |      |   |                       |  |      |             |  |  |      |   |  |  |      |  
|------------------ |  | ---------------- | -- |  | ----- |  | ------ | ------------ |  |  | ------------------------- | --- |  | --------------------- | ---- | - | --------------------- |  | ---- | ----------- |  |  | ---- | - |  |  | ---- | -
|State              |  | No. ofProperties |    |  | Units |  |        | Sq. Ft.(net) |  |  | % of TotalRentableSq. Ft. |     |  | PhysicalOccupancy%(1) |      |   | ClimateControlled%(2) |  |      | Revenue%(3) | 
|Alabama(4)         |  |                  | 2  |  |       |  | 1,075  |              |  |  | 144,500                   |     |  |                       | 2.8  | % |                       |  | 65.6 | %           |  |  | 49.1 | % |  |  | 1.8  | %
|Arizona            |  |                  | 4  |  |       |  | 1,970  |              |  |  | 242,850                   |     |  |                       | 4.8  | % |                       |  | 67.2 | %           |  |  | 21.8 | % |  |  | 3.4  | %
|California(4)      |  |                  | 5  |  |       |  | 4,250  |              |  |  | 561,700                   |     |  |                       | 11.1 | % |                       |  | 84.1 | %           |  |  | 19.8 | % |  |  | 13.2 | %
|Florida            |  |                  | 6  |  |       |  | 5,850  |              |  |  | 602,150                   |     |  |                       | 11.9 | % |                       |  | 74.3 | %           |  |  | 59.5 | % |  |  | 15.0 | %
|Georgia            |  |                  | 4  |  |       |  | 2,170  |              |  |  | 262,600                   |     |  |                       | 5.2  | % |                       |  | 68.8 | %           |  |  | 42.5 | % |  |  | 4.9  | %
|Illinois           |  |                  | 4  |  |       |  | 2,475  |              |  |  | 370,400                   | (5) |  |                       | 7.3  | % |                       |  | 69.9 | %           |  |  | 7.0  | % |  |  | 7.2  | %
|Kentucky           |  |                  | 5  |  |       |  | 2,800  |              |  |  | 401,000                   |     |  |                       | 7.9  | % |                       |  | 83.5 | %           |  |  | 2.0  | % |  |  | 7.2  | %
|Mississippi        |  |                  | 1  |  |       |  | 600    |              |  |  | 66,600                    |     |  |                       | 1.3  | % |                       |  | 60.5 | %           |  |  | 12.2 | % |  |  | 0.9  | %
|Nevada             |  |                  | 7  |  |       |  | 3,920  |              |  |  | 475,700                   |     |  |                       | 9.4  | % |                       |  | 72.3 | %           |  |  | 71.0 | % |  |  | 6.5  | %
|New Jersey         |  |                  | 3  |  |       |  | 2,900  |              |  |  | 250,900                   |     |  |                       | 4.9  | % |                       |  | 72.0 | %           |  |  | 63.5 | % |  |  | 10.5 | %
|North Carolina     |  |                  | 3  |  |       |  | 1,580  |              |  |  | 178,900                   |     |  |                       | 3.5  | % |                       |  | 87.7 | %           |  |  | 20.7 | % |  |  | 3.1  | %
|Ontario, Canada(6) |  |                  | 2  |  |       |  | 1,860  |              |  |  | 211,000                   |     |  |                       | 4.1  | % |                       |  | 57.2 | %           |  |  | 96.7 | % |  |  | 2.6  | %
|Pennsylvania       |  |                  | 2  |  |       |  | 1,290  |              |  |  | 155,200                   |     |  |                       | 3.1  | % |                       |  | 68.4 | %           |  |  | 18.4 | % |  |  | 2.7  | %
|South Carolina     |  |                  | 1  |  |       |  | 460    |              |  |  | 65,200                    |     |  |                       | 1.3  | % |                       |  | 88.8 | %           |  |  | 66.0 | % |  |  | 1.4  | %
|Tennessee          |  |                  | 1  |  |       |  | 800    |              |  |  | 100,400                   |     |  |                       | 2.0  | % |                       |  | 85.6 | %           |  |  | 0.0  | % |  |  | 1.5  | %
|Texas(4)           |  |                  | 10 |  |       |  | 6,250  |              |  |  | 933,300                   |     |  |                       | 18.4 | % |                       |  | 83.2 | %           |  |  | 19.2 | % |  |  | 16.7 | %
|Virginia           |  |                  | 1  |  |       |  | 500    |              |  |  | 49,900                    |     |  |                       | 1.0  | % |                       |  | 81.4 | %           |  |  | 51.0 | % |  |  | 1.4  | %
|                   |  |                  |    |  |       |  |        |              |  |  |                           |     |  |                       |      |   |                       |  |      |             |  |  |      |   |  |  |      |  
|Total              |  |                  | 61 |  |       |  | 40,750 |              |  |  | 5,072,300                 |     |  |                       | 100  | % |                       |  | 76.5 | %           |  |  | 33.5 | % |  |  | 100  | %
|                   |  |                  |    |  |       |  |        |              |  |  |                           |     |  |                       |      |   |                       |  |      |             |  |  |      |   |  |  |      |  



|(1) | Represents the occupied square feet of all facilities we own in a state divided by total rentable square feet of all the facilities we own in such state as of
March 31, 2011.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Represents the percentage of rentable square feet in climate-controlled units as of March 31, 2011 for each state.
|--- | ------------------------------------------------------------------------------------------------------------------

|(3) | Represents rental income (excludes administrative fees, late fees, and other ancillary income) for all facilities we owned in a state divided by our total rental income
for the three months ended March 31, 2011.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Does not include properties in which we own a minority interest, including the interests owned in the Montgomery County Self Storage, DST properties, the San Francisco
Self Storage DST property, the Hawthorne property, the WP Baltimore Self Storage property and the Southwest Colonial, DST properties.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Includes approximately 85,000 rentable square feet of industrial warehouse/office space at the Chicago  Ogden Ave. property.
|--- | -----------------------------------------------------------------------------------------------------------------------------

|(6) | The Mississauga property is currently vacant, while under construction, thus the related occupancy statistics exclude this property.
|--- | ------------------------------------------------------------------------------------------------------------------------------------



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The map below shows the geographic location of our self storage portfolio as of
March 31, 2011.

LOGO

As of March 31, 2011, we owned the following preferred equity and/or minority interests:



|                                         |  |         |       |   |                    |  |                       |            |  |  |              |  |  |                     |       |  |                        |  |           |                        |  |  |       |   |  |  |       |  
|---------------------------------------- |  | ------- | ----- | - | ------------------ |  | --------------------- | ---------- |  |  | ------------ |  |  | ------------------- | ----- |  | ---------------------- |  | --------- | ---------------------- |  |  | ----- | - |  |  | ----- | -
|Property                                 |  | % Owned |       |   | AcquisitionDate(1) |  |                       | Year Built |  |  | Approx.Units |  |  | Approx.Sq.
Ft.(net) |       |  | % PhysicalOccupancy(2) |  |           | % ClimateControlled(3) | 
|WP Baltimore Self Storage
 MD           |  |         | 11.5  | % |                    |  | 9/24/2009             |            |  |  | 2004         |  |  |                     | 500   |  |                        |  | 70,900    |                        |  |  | 84.5  | % |  |  | 0.0   | %
|San Francisco Self Storage DST
 CA      |  |         | 12.26 | % |                    |  | 9/24/2009and1/07/2010 |            |  |  | 1909/2000    |  |  |                     | 1,100 |  |                        |  | 77,900    |                        |  |  | 75.8  | % |  |  | 0.0   | %
|Hawthorne Property(4)
 CA               |  |         | 12.0  | % |                    |  | 9/24/2009             |            |  |  | 1943-1966    |  |  |                     | n/a   |  |                        |  | 356,000   |                        |  |  | 100.0 | % |  |  | n/a   |  
|Southwest Colonial, DST
 TX             |  |         | 0.28  | % |                    |  | 9/24/2009             |            |  |  | 1981-2007    |  |  |                     | 2,850 |  |                        |  | 369,600   |                        |  |  | 83.8  | % |  |  | 12.1  | %
|Montgomery County Self
Storage, DST  AL |  |         | 1.49  | % |                    |  | 9/24/2009             |            |  |  | 1997-2005    |  |  |                     | 1,600 |  |                        |  | 152,900   |                        |  |  | 82.0  | % |  |  | 100.0 | %
|                                         |  |         |       |   |                    |  |                       |            |  |  |              |  |  |                     |       |  |                        |  |           |                        |  |  |       |   |  |  |       |  
|Total                                    |  |         |       |   |                    |  |                       |            |  |  |              |  |  |                     | 6,050 |  |                        |  | 1,027,300 |                        |  |  | 88.6  | % |  |  | 18.9  | %
|                                         |  |         |       |   |                    |  |                       |            |  |  |              |  |  |                     |       |  |                        |  |           |                        |  |  |       |   |  |  |       |  



|(1) | Represents the date we acquired the interest in such property.
|--- | --------------------------------------------------------------

|(2) | Represents occupied square feet divided by total rentable square feet as of March 31, 2011.
|--- | -------------------------------------------------------------------------------------------

|(3) | Represents the percentage of rentable square feet in climate-controlled units as of March 31, 2011.
|--- | ---------------------------------------------------------------------------------------------------

|(4) | Not a self storage facility. We have a 12% direct investment in Westport LAX, the entity owning this property, and an indirect interest in Westport LAX through a
preferred equity investment in USA Hawthorne, LLC, which has a direct investment in Westport LAX.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

A summary of the wholly-owned facilities that we have acquired through March 31, 2011
is as follows:

Our Facilities by Year Acquired  Average Physical Occupancy



|                     |  |                      |    |  |                            |      |           |                                 |      |  |                            |  |  |                                 |           |  |  |  |    |   |  |  |    |  
|-------------------- |  | -------------------- | -- |  | -------------------------- | ---- | --------- | ------------------------------- | ---- |  | -------------------------- |  |  | ------------------------------- | --------- |  |  |  | -- | - |  |  | -- | -
|                     |  | As of March 31, 2011 |    |  | As of March 31, 2010       |      |           | Average Physical Occupancy %(1) |     
|                     |  | Number ofFacilities  |    |  | CurrentRentableSquare Feet |      |           | Number ofFacilities             |      |  | CurrentRentableSquare Feet |  |  | For the Quarter Ended March 31, |          
|Year Acquired        |  |                      |    |  |                            | 2011 |           |                                 | 2010 | 
|2008                 |  |                      | 3  |  |                            |      | 196,500   |                                 |      |  | 3                          |  |  |                                 | 196,500   |  |  |  | 82 | % |  |  | 84 | %
|2009                 |  |                      | 23 |  |                            |      | 2,147,050 |                                 |      |  | 23                         |  |  |                                 | 2,147,050 |  |  |  | 82 | % |  |  | 79 | %
|2010                 |  |                      | 19 |  |                            |      | 1,605,950 |                                 |      |  | 3                          |  |  |                                 | 189,750   |  |  |  | 72 | % |  |  | 79 | %
|2011(2)              |  |                      | 16 |  |                            |      | 1,122,800 |                                 |      |  |                           |  |  |                                 |          |  |  |  | 84 | % |  |  |   |  
|                     |  |                      |    |  |                            |      |           |                                 |      |  |                            |  |  |                                 |           |  |  |  |    |   |  |  |    |  
|All Facilities Owned |  |                      | 61 |  |                            |      | 5,072,300 |                                 |      |  | 29                         |  |  |                                 | 2,533,300 |  |  |  | 79 | % |  |  | 79 | %



|(1) | Determined by dividing the sum of the month-end occupied square feet for the applicable group of facilities for each applicable period by the sum of their month-end
rentable square feet for the period.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The average physical occupancy data excludes the Mississauga property. All other related data is based on estimates of when the construction on such property is
complete.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our Facilities by Year Acquired  Rent Per Occupied Square Foot



|                     |  |                      |    |  |                            |      |           |                                  |      |  |                            |  |  |                                 |           |  |  |   |      |  |  |   |      | 
|-------------------- |  | -------------------- | -- |  | -------------------------- | ---- | --------- | -------------------------------- | ---- |  | -------------------------- |  |  | ------------------------------- | --------- |  |  | - | ---- |  |  | - | ---- | 
|                     |  | As of March 31, 2011 |    |  | As of March 31, 2010       |      |           | Rent Per Occupied Square Foot(1) |     
|                     |  | Number ofFacilities  |    |  | CurrentRentableSquare Feet |      |           | Number ofFacilities              |      |  | CurrentRentableSquare Feet |  |  | For the Quarter Ended March 31, |          
|Year Acquired        |  |                      |    |  |                            | 2011 |           |                                  | 2010 | 
|2008                 |  |                      | 3  |  |                            |      | 196,500   |                                  |      |  | 3                          |  |  |                                 | 196,500   |  |  | $ | 0.87 |  |  | $ | 0.82 | 
|2009                 |  |                      | 23 |  |                            |      | 2,147,050 |                                  |      |  | 23                         |  |  |                                 | 2,147,050 |  |  |   | 0.72 |  |  |   | 0.74 | 
|2010                 |  |                      | 19 |  |                            |      | 1,605,950 |                                  |      |  | 3                          |  |  |                                 | 189,750   |  |  |   | 1.12 |  |  |   | 1.87 | 
|2011(2)              |  |                      | 16 |  |                            |      | 1,122,800 |                                  |      |  |                           |  |  |                                 |           |  |  |   | 0.62 |  |  |   |     | 
|                     |  |                      |    |  |                            |      |           |                                  |      |  |                            |  |  |                                 |           |  |  |   |      |  |  |   |      | 
|All Facilities Owned |  |                      | 61 |  |                            |      | 5,072,300 |                                  |      |  | 29                         |  |  |                                 | 2,533,300 |  |  | $ | 0.85 |  |  | $ | 0.77 | 



|(1) | Determined by dividing the aggregate rental revenue for each applicable month by the aggregate of the month-end occupied square feet for the period. Properties are
included in the calculation in their first full month of operations. Rental revenue includes rental income, but excludes ancillary income, administrative and late fees.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The rent per occupied square foot data excludes the Mississauga property. All other related data is based on estimates of when the construction on such property is
complete.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our Facilities by Year Acquired  Rental Income



|                     |  |                      |    |  |                            |      |           |                                         |      |  |                            |  |  |                                |           |  |  |   |           |  |  |   |           | 
|-------------------- |  | -------------------- | -- |  | -------------------------- | ---- | --------- | --------------------------------------- | ---- |  | -------------------------- |  |  | ------------------------------ | --------- |  |  | - | --------- |  |  | - | --------- | 
|                     |  | As of March 31, 2011 |    |  | As of March 31, 2010       |      |           | Rental Income by Year 
ofAcquisition(1) |     
|                     |  | Number ofFacilities  |    |  | CurrentRentableSquare Feet |      |           | Number ofFacilities                     |      |  | CurrentRentableSquare Feet |  |  | For the Quarter EndedMarch 31, |          
|Year Acquired        |  |                      |    |  |                            | 2011 |           |                                         | 2010 | 
|2008                 |  |                      | 3  |  |                            |      | 196,500   |                                         |      |  | 3                          |  |  |                                | 196,500   |  |  | $ | 429,017   |  |  | $ | 419,117   | 
|2009                 |  |                      | 23 |  |                            |      | 2,147,050 |                                         |      |  | 23                         |  |  |                                | 2,147,050 |  |  |   | 3,969,699 |  |  |   | 3,917,024 | 
|2010                 |  |                      | 19 |  |                            |      | 1,605,950 |                                         |      |  | 3                          |  |  |                                | 189,750   |  |  |   | 4,024,324 |  |  |   | 317,355   | 
|2011                 |  |                      | 16 |  |                            |      | 1,122,800 |                                         |      |  |                           |  |  |                                |          |  |  |   | 786,588   |  |  |   |          | 
|                     |  |                      |    |  |                            |      |           |                                         |      |  |                            |  |  |                                |           |  |  |   |           |  |  |   |           | 
|All Facilities Owned |  |                      | 61 |  |                            |      | 5,072,300 |                                         |      |  | 29                         |  |  |                                | 2,533,300 |  |  | $ | 9,209,628 |  |  | $ | 4,653,496 | 



|(1) | The rental income attributable to our consolidated joint venture is excluded from the above table.
|--- | --------------------------------------------------------------------------------------------------



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Below are comparisons of rental income and operating income for the 26 wholly-owned self
storage facilities that were owned for the entire three month periods ended March 31, 2011 and 2010, respectively:



|                   |  |                    |  |           |  |                          |  |                          |  |           |  |                  
|------------------ |  | ------------------ |  | --------- |  | ------------------------ |  | ------------------------ |  | --------- |  | -----------------
|2011
Rental
Income |  | 2010
Rental
Income |  | Increase% |  | 2011
Operating
Income(1) |  | 2010
Operating
Income(1) |  | Increase% |  | No. Of
Facilities
|$4,398,716         |  | $4,336,141         |  | 1.4%      |  | $2,470,331               |  | $2,371,243               |  | 4.2%      |  | 26               



|(1) | Operating income excludes asset management fees, interest expense, depreciation and amortization expense.
|--- | ---------------------------------------------------------------------------------------------------------

The weighted average capitalization rate at acquisition for the 61 self storage facilities we owned as of March 31, 2011 was
approximately 7.65%. The weighted average capitalization rate is calculated as the estimated first year annual net operating income at the respective property divided by the property purchase price, exclusive of offering costs, closing costs and
fees paid to the advisor. Estimated first year net operating income on our real estate investments is total estimated revenues, generally derived from the terms of in-place leases at the time we acquire the property, less property operating expenses
generally based on the operating history of the property. In instances where management determines that historical amounts will not be representative of first year revenues or property operating expenses, management uses its best faith estimate of
such amounts based on anticipated property operations. Estimated first year net operating income excludes interest expense, asset management fees, depreciation and amortization and our Company-level general and administrative expenses. Historical
operating income for these properties is not necessarily indicative of future operating results. This calculation includes several properties in their lease-up period. Upon stabilization of these properties, we expect the weighted average
capitalization rate to increase.

We derive revenues principally from rents received from our customers who rent units at our
self storage facilities under month-to-month leases. Therefore, our operating results depend significantly on our ability to retain our existing customers and lease our available self storage units to new customers, while maintaining and, where
possible, increasing the prices for our self storage units. Additionally, our operating results depend on our customers making their required rental payments to us. We believe that our Property Managers approach to the management and operation
of our facilities, which emphasizes local market oversight and control, results in quick and effective response to changes in local market conditions, including increasing rents and/or increasing occupancy levels where appropriate.

Competition in the market areas in which we operate is significant and affects the occupancy levels, rental rates, rental revenues and
operating expenses of our facilities. Development of any new self storage facilities would intensify competition of self storage operators in markets in which we operate.

We believe that we will experience minor seasonal fluctuations in the occupancy levels of our facilities, which we believe will be slightly higher over the summer months due to increased moving activity.

Critical Accounting Estimates

We have established accounting policies which conform to generally accepted accounting principles (GAAP). Preparing financial statements in conformity with GAAP requires management to use
judgment in the application of accounting policies, including making estimates and assumptions. Following is a discussion of the estimates and assumptions used in setting accounting policies that we consider critical in the presentation of our
financial statements. Many estimates and assumptions



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involved in the application of GAAP may have a material impact on our financial condition or operating performance, or on the comparability of such information to amounts reported for other
periods, because of the subjectivity and judgment required to account for highly uncertain items or the susceptibility of such items to change. These estimates and assumptions affect our reported amounts of assets and liabilities, our disclosure of
contingent assets and liabilities at the dates of the financial statements and our reported amounts of revenue and expenses during the period covered by this report. If managements judgment or interpretation of the facts and circumstances
relating to various transactions had been different, it is possible that different accounting policies would have been applied or different amounts of assets, liabilities, revenues and expenses would have been recorded, thus resulting in a
materially different presentation of the financial statements or materially different amounts being reported in the financial statements. Additionally, other companies may use different estimates and assumptions that may impact the comparability of
our financial condition and results of operations to those companies.

We believe that our critical accounting policies
include the following: real estate purchase price allocations; the evaluation of whether any of our long-lived assets have been impaired; the determination of the useful lives of our long-lived assets; and the evaluation of the consolidation of our
interests in joint ventures. The following discussion of these policies supplements, but does not supplant the description of our significant accounting policies, as contained in Note 2 of the Notes to the Consolidated Financial Statements included
in this report, and is intended to present our analysis of the uncertainties involved in arriving upon and applying each policy.

Real Estate Purchase Price Allocation

We allocate the purchase
prices of acquired properties based on a number of estimates and assumptions. We allocate the purchase prices to the tangible and intangible assets acquired and the liabilities assumed based on estimated fair values. These estimated fair values are
based upon comparable market sales information for land and estimates of depreciated replacement cost of equipment, building and site improvements. Acquisitions of portfolios of properties are allocated to the individual properties based upon an
income approach or a cash flow analysis using appropriate risk adjusted capitalization rates which we estimate based upon the relative size, age, and location of the individual property along with actual historical and estimated occupancy and rental
rate levels, and other relevant factors. If available, and determined by management to be appropriate, appraised values are used, rather than these estimated values. Because we believe that substantially all of the leases in place at properties we
will acquire will be at market rates, as the majority of the leases are month-to-month contracts, we do not expect to allocate any portion of the purchase prices to above or below market leases. The determination of market rates is also subject to a
number of estimates and assumptions. Our allocations of purchase prices could result in a materially different presentation of the financial statements or materially different amounts being reported in the financial statements, as such allocations
may vary dramatically based on the estimates and assumptions we use.

Impairment of Long-Lived Assets

The majority of our assets consist of long-lived real estate assets as well as intangible assets related to our
acquisitions. We will continually evaluate such assets for impairment based on events and changes in circumstances that may arise in the future and that may impact the carrying amounts of our long-lived assets. When indicators of potential
impairment are present, we will assess the recoverability of the particular asset by determining whether the carrying value of the asset will be recovered, through an evaluation of the undiscounted future operating cash flows expected from the use
of the asset and its eventual disposition. This evaluation is based on a number of estimates and assumptions. Based on this evaluation, if the expected undiscounted future cash flows do not exceed the carrying value, we will adjust the value of the
long-lived asset and recognize an impairment loss. Our evaluation of the



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##### Table of Contents

impairment of long-lived assets could result in a materially different presentation of the financial statements or materially different amounts being reported in the financial statements, as the
amount of impairment loss, if any, recognized may vary based on the estimates and assumptions we use.

Estimated Useful
Lives of Long-Lived Assets

We assess the useful lives of the assets underlying our properties based upon a subjective
determination of the period of future benefit for each asset. We will record depreciation expense with respect to these assets based upon the estimated useful lives we determine. Our determinations of the useful lives of the assets could result in a
materially different presentation of the financial statements or materially different amounts being reported in the financial statements, as such determinations, and the corresponding amount of depreciation expense, may vary dramatically based on
the estimates and assumptions we use.

Consolidation of Investments in Joint Ventures

We evaluate the consolidation of our investments in joint ventures in accordance with relevant accounting guidance. This evaluation
requires us to determine whether we have a controlling interest in a joint venture through a means other than voting rights, and, if so, such joint venture may be required to be consolidated in our financial statements. Our evaluation of our joint
ventures under such accounting guidance could result in a materially different presentation of the financial statements or materially different amounts being reported in the financial statements, as the entities included in our financial statements
may vary based on the estimates and assumptions we use.

REIT Qualification

We made an election under Section 856(c) of the Code to be taxed as a REIT commencing with the taxable year ended December 31,
2008. By qualifying as a REIT for federal income tax purposes, we generally will not be subject to federal income tax on income that we distribute to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to
federal income tax on our taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year in which our qualification is denied. Such an event
could materially and adversely affect our net income and could have a material adverse impact on our financial condition and results of operations. However, we believe that we are organized and will operate in a manner that will enable us to qualify
for treatment as a REIT for federal income tax purposes commencing with the year ended December 31, 2008, and we intend to continue to operate as to remain qualified as a REIT for federal income tax purposes.

Results of Operations

Overview

As of March 31, 2011, we owned 61 self storage facilities located in 16 states and Canada, comprising approximately 40,750 units and approximately 5.1 million rentable square feet. As of
March 31, 2010, we wholly-owned 29 self storage facilities, located in 14 states, comprising approximately 19,595 units and approximately 2.53 million rentable square feet.

As of March 31, 2011 and 2010, we owned 61 and 29 self storage facilities, respectively. The comparability of our results of
operations is significantly affected by acquisition activity in 2011 and 2010 as listed below.



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| |  |  | In the three months ended March 31, 2011, we acquired 16 self storage facilities for consideration of approximately $68.9 million.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------



| |  |  | In the three months ended March 31, 2010, we acquired 3 self storage facilities for consideration of approximately $24.3 million.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------



| |  |  | The three months ended March 31, 2011 includes additional activity related to 16 facilities that were acquired between April 1, 2010 and
December 31, 2010 for consideration of approximately $102 million.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Below is a table intended to
illustrate the growth in our facilities owned to provide additional context to the changes in revenues and expenses discussed below:



|           |  |      |    |  |      |  |    |        |  |  |     | 
|---------- |  | ---- | -- |  | ---- |  | -- | ------ |  |  | --- | 
|           |  | 2011 |    |  | 2010 |  |    | Change | 
|January 1, |  |      | 45 |  |      |  | 26 |        |  |  | +19 | 
|March 31,  |  |      | 61 |  |      |  | 29 |        |  |  | +32 | 

Due to the increase
in the number of self storage facilities we owned, we believe there is little basis for comparison between the three months ended March 31, 2011 and 2010.

Comparison of Operating Results for the Three Months Ended March 31, 2011 and 2010

Self Storage Rental Income

Rental income for the three months ended
March 31, 2011, was approximately $9.6 million, as compared to rental income for the three months ended March 31, 2010 of approximately $5.1 million. The increase in rental income arises primarily from the increase in the number of self
storage facilities we owned. We expect rental income to increase in future periods as we derive rental income for an entire quarter for properties acquired during the first quarter of 2011 and as we acquire additional operating facilities.

Property Operating Expenses

Property operating expenses for the three months ended March 31, 2011 were approximately $5.1 million, as compared to property operating expenses for the three months ended March 31, 2010 of
approximately $2.6 million. Property operating expenses include the costs to operate our facilities including payroll, utilities, insurance, real estate taxes, marketing, property management fees and asset management fees. The increase in property
operating expenses arises primarily from the increase in the number of self storage facilities we owned. For the three months ended March 31, 2011 and 2010, approximately $1.1 million and $0.5 million, respectively, of total operating expenses
were paid to affiliates. We expect property operating expenses to increase in future periods as we acquire additional operating facilities and as we have property operating expenses for an entire quarter for properties acquired during the first
quarter of 2011.

General and Administrative Expenses

General and administrative expenses for the three months ended March 31, 2011 were approximately $0.8 million, compared to
approximately $0.8 million for the three months ended March 31, 2010. Such expenses consist primarily of legal expenses, accounting fees, directors and officers insurance expense, an allocation of a portion of our Advisors
payroll related costs and board of directors related costs. We expect general and administrative costs to increase in future periods as we make additional investments, but expect such expenses to decrease as a percentage of total revenues.



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##### Table of Contents

Depreciation and Amortization Expenses

Depreciation and amortization expenses for the three months ended March 31, 2011 were approximately $4.9 million, compared to
approximately $2.7 million for the three months ended March 31, 2010. Depreciation expense consists primarily of depreciation on the buildings and site improvements at our properties. Amortization expense consists of the amortization of
intangible assets resulting from our acquisitions. The increase in depreciation and amortization expenses is attributable to the increase in the number of self storage facilities we owned. We expect depreciation and amortization expenses to increase
in future periods as we acquire additional operating facilities.

Interest Expense

Interest expense for the three months ended March 31, 2011 was approximately $2.4 million, compared to approximately $1.3 million for
the three months ended March 31, 2010 and relates to interest incurred on the promissory notes we have entered into to fund portions of our acquisitions and refinance certain of our self storage facilities. The increase between 2010 and 2011 is
due to increased debt levels, primarily resulting from the Prudential Portfolio Loan, the Citi Loan, the Bank of America Loans, the Prudential  Long Beach loan and the Dufferin  Toronto  Ontario, Canada loan. We expect interest
expense to increase in future periods as we have interest expense for an entire quarter for debt transactions completed during the first quarter of 2011 and if we acquire additional operating facilities through the issuance or assumption of
promissory notes.

Property Acquisition Expenses

Property acquisition expenses for the three months ended March 31, 2011 were approximately $1.8 million, compared to approximately
$1.1 million for the three months ended March 31, 2010. The increase between 2010 and 2011 is due to increased acquisition activity related to facilities acquired during the three months ended March 31, 2011 and facilities to be acquired
during the second quarter of 2011. We expect that such costs will increase in future periods as we increase our acquisition activity.

Equity in Earnings of Real Estate Ventures

Equity in earnings of real
estate ventures for the three months ended March 31, 2011 was approximately $0.2 million compared to approximately $0.2 million for the three months ended March 31, 2010.

Funds From Operations

We believe that funds from operations
(FFO) provides relevant and meaningful information about our operating performance that is necessary, along with net income and cash flows, for an understanding of our operating results. Because FFO calculations exclude such factors as
depreciation and amortization of real estate assets and gains from sales of operating real estate assets (which can vary among owners of identical assets in similar conditions based on historical cost accounting and useful life estimates), they
facilitate comparisons of operating performance between periods and between other REITs. We believe that historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes
predictably over time. Since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered the presentation of operating results for real estate companies that use historical cost
accounting to be insufficient by themselves. As a result, we believe that the use of FFO, together with the required GAAP presentations, provides a more complete understanding of our performance relative to our competitors and a more informed and
appropriate basis on which to make decisions involving operating, financing, and investing activities. Other REITs may not define FFO in accordance with the current



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##### Table of Contents

National Association of Real Estate Investment Trusts (NAREIT) definition or may interpret the current NAREIT definition differently from us.

Our calculation of FFO, and reconciliation to net loss, which is the most directly comparable GAAP financial measure, is presented
in the following table for the three months ended March 31, 2011 and 2010:



|                                                                |  |                    |            |   |               |   |            |  
|--------------------------------------------------------------- |  | ------------------ | ---------- | - | ------------- | - | ---------- | -
|                                                                |  | Three Months Ended |           
|                                                                |  | March 31,2011      |            |   | March 31,2010 |  
|Net loss attributable to Strategic Storage Trust, Inc.          |  | $                  | (5,216,063 | ) |               | $ | (3,162,934 | )
|Add:                                                            |  |                    |            |   |               |   |            |  
|Depreciation                                                    |  |                    | 1,857,824  |   |               |   | 1,005,125  |  
|Amortization of intangible assets                               |  |                    | 3,050,925  |   |               |   | 1,716,993  |  
|Deduct:                                                         |  |                    |            |   |               |   |            |  
|Adjustment for noncontrolling
interest  consolidated entity(1) |  |                    | (177,580   | ) |               |   | (186,719   | )
|                                                                |  |                    |            |   |               |   |            |  
|FFO                                                             |  | $                  | (484,894   | ) |               | $ | (627,535   | )
|                                                                |  |                    |            |   |               |   |            |  
|Other Adjustments:                                              |  |                    |            |   |               |   |            |  



|(1) | Relates to our consolidated joint venture. The noncontrolling interest holders share of our consolidated ventures real estate depreciation and amortization
of intangible assets was $53,337 and $124,243, respectively, for the three months ended March 31, 2011 and $52,489 and $134,230, respectively, for the three months ended March 31, 2010.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Cash Flows

A comparison
of cash flows for operating, investing and financing activities for the three months ended March 31, 2011 and 2010 is as follows:



|                                     |  |                    |             |   |                |   |             |        |  |   |             |  
|------------------------------------ |  | ------------------ | ----------- | - | -------------- | - | ----------- | ------ |  | - | ----------- | -
|                                     |  | Three Months Ended |             |   |                |  
|                                     |  | March 31, 2011     |             |   | March 31, 2010 |   |             | Change | 
|Net cash flow provided by (used in): |  |                    |             |   |                |   |             |        |  |   |             |  
|Operating activities                 |  | $                  | (373,906    | ) |                | $ | (119,898    | )      |  | $ | (254,008    | )
|Investing activities                 |  |                    | (35,561,182 | ) |                |   | (24,814,062 | )      |  |   | (10,747,120 | )
|Financing activities                 |  |                    | 48,696,438  |   |                |   | 19,175,380  |        |  |   | 29,521,058  |  

Cash flows used in
operating activities for the three months ended March 31, 2011 and 2010 were approximately $0.4 million and $0.1 million, respectively, an increase in the use of cash of approximately $0.3 million. The increased use of cash is primarily the
result of a favorable improvement in the net loss adjusted for depreciation and amortization of $0.4 million, off-set by changes in working capital.

Cash flows used in investing activities for the three months ended March 31, 2011 and 2010 were approximately $35.6 million and $24.8 million, respectively, an increase in the use of cash of $10.7
million. The increase compared to the prior period primarily relates to the increased amount spent on acquisitions in the current quarter as compared with the same quarter of the prior year.

Cash flows provided by financing activities for the three months ended March 31, 2011 and 2010 were approximately $48.7 million and
$19.2 million, respectively, an increase of $29.5 million. The increase in cash provided by financing activities over the prior period primarily relates to an increase in proceeds from new debt.



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##### Table of Contents

Liquidity and Capital Resources

Short-Term Liquidity and Capital Resources

We generally expect that we will meet our short-term operating liquidity requirements from the combination of proceeds of the Offering, proceeds from secured or unsecured financing from banks or other
lenders, net cash provided by property operations and advances from our Advisor which will be repaid, without interest, as funds are available after meeting our current liquidity requirements, subject to the limitations on reimbursement set forth in
our Advisory Agreement with our Advisor. Per the Advisory Agreement, all advances from our Advisor shall be reimbursed no less frequently than monthly, although our Advisor has indicated that it may waive such a requirement on a month-by-month
basis. The organization and offering costs associated with the Offering will initially be paid by us or our Advisor. Our Advisor must reimburse us within 60 days after the end of the month in which the Offering terminates to the extent we paid
or reimbursed organization and offering costs (excluding sales commissions and dealer manager fees) in excess of 3.5% of the gross offering proceeds from the Primary Offering. Operating cash flows are expected to increase as properties are added to
our portfolio.

Distribution Policy and Distributions

Our board of directors will determine the amount and timing of distributions to our stockholders and will base such determination on a
number of factors, including funds available for payment of distributions, financial condition, capital expenditure requirements and annual distribution requirements needed to maintain our status as a REIT under the Code. Distributions will be paid
to our stockholders as of the record date selected by our board of directors. We declare and pay distributions monthly based on daily declaration and record dates so that investors may be entitled to distributions immediately upon purchasing our
shares. We expect to continue to regularly pay distributions unless our results of operations, our general financial condition, general economic conditions, or other factors inhibit us from doing so. Distributions will be authorized at the
discretion of our board of directors, which will be directed, in substantial part, by its obligation to cause us to comply with the REIT requirements of the Code. The funds we receive from operations that are available for distribution may be
affected by a number of factors, including the following:



| |  |  | the amount of time required for us to invest the funds received in the offering;
| | - |  | --------------------------------------------------------------------------------



| |  |  | our operating and interest expenses;
| | - |  | ------------------------------------



| |  |  | the amount of distributions or dividends received by us from our indirect real estate investments;
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | our ability to keep our properties occupied;
| | - |  | --------------------------------------------



| |  |  | our ability to maintain or increase rental rates;
| | - |  | -------------------------------------------------



| |  |  | capital expenditures and reserves for such expenditures;
| | - |  | --------------------------------------------------------



| |  |  | the issuance of additional shares; and
| | - |  | --------------------------------------



| |  |  | financings and refinancings.
| | - |  | ----------------------------



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##### Table of Contents

The following data supplements, and should be read in conjunction with our prospectus dated
April 27, 2011 and the section captioned Description of Shares  Distribution Policy.



|                                            |  |                    |           |   |  |  |       |                  |  |   |            |   |  |                   |       |    |  |   |           |              |  |  |       |   |  |               |           |  |  |  |       |   |  |    |           |   |  |  |       |      
|------------------------------------------- |  | ------------------ | --------- | - |  |  | ----- | ---------------- |  | - | ---------- | - |  | ----------------- | ----- | -- |  | - | --------- | ------------ |  |  | ----- | - |  | ------------- | --------- |  |  |  | ----- | - |  | -- | --------- | - |  |  | ----- | -----
|                                            |  | Three Months Ended |          
|                                            |  | March 31,2011      |           |   |  |  |       | December 31,2010 |  |   |            |   |  | September 30,2010 |       |    |  |   |           | June 30,2010 |  |  |       |   |  | March 31,2010 |           |  |  | 
|Distributions paid in cash                  |  | $                  | 2,692,434 |   |  |  |       |                  |  | $ | 2,463,666  |   |  |                   |       |    |  | $ | 2,266,448 |              |  |  |       |   |  | $             | 2,003,364 |  |  |  |       |   |  | $  | 1,696,367 |   |  |  |       |      
|Distributions reinvested                    |  |                    | 1,963,793 |   |  |  |       |                  |  |   | 1,823,230  |   |  |                   |       |    |  |   | 1,661,398 |              |  |  |       |   |  |               | 1,463,181 |  |  |  |       |   |  |    | 1,234,525 |   |  |  |       |      
|                                            |  |                    |           |   |  |  |       |                  |  |   |            |   |  |                   |       |    |  |   |           |              |  |  |       |   |  |               |           |  |  |  |       |   |  |    |           |   |  |  |       |      
|Total distributions                         |  | $                  | 4,656,227 |   |  |  |       |                  |  | $ | 4,286,896  |   |  |                   |       |    |  | $ | 3,927,846 |              |  |  |       |   |  | $             | 3,466,545 |  |  |  |       |   |  | $  | 2,930,892 |   |  |  |       |      
|                                            |  |                    |           |   |  |  |       |                  |  |   |            |   |  |                   |       |    |  |   |           |              |  |  |       |   |  |               |           |  |  |  |       |   |  |    |           |   |  |  |       |      
|Source of distributions                     |  |                    |           |   |  |  |       |                  |  |   |            |   |  |                   |       |    |  |   |           |              |  |  |       |   |  |               |           |  |  |  |       |   |  |    |           |   |  |  |       |      
|Cash flows provided by (used in) operations |  | $                  | (373,906  | ) |  |  | (8.1  | %)               |  | $ | (1,263,697 | ) |  |                   | (29.5 | %) |  | $ | 1,386,895 |              |  |  | 35.3  | % |  | $             | 940,956   |  |  |  | 27.1  | % |  | ($ | 119,898   | ) |  |  | (4.1  | %)(1)
|Proceeds from issuance of common stock      |  |                    | 3,066,340 |   |  |  | 65.9  | %                |  |   | 3,727,363  |   |  |                   | 86.9  | %  |  |   | 879,553   |              |  |  | 22.4  | % |  |               | 1,062,408 |  |  |  | 30.7  | % |  |    | 1,816,265 |   |  |  | 62.0  | %    
|Distributions reinvested                    |  |                    | 1,963,793 |   |  |  | 42.2  | %                |  |   | 1,823,230  |   |  |                   | 42.5  | %  |  |   | 1,661,398 |              |  |  | 42.3  | % |  |               | 1,463,181 |  |  |  | 42.2  | % |  |    | 1,234,525 |   |  |  | 42.1  | %    
|                                            |  |                    |           |   |  |  |       |                  |  |   |            |   |  |                   |       |    |  |   |           |              |  |  |       |   |  |               |           |  |  |  |       |   |  |    |           |   |  |  |       |      
|Total sources                               |  | $                  | 4,656,227 |   |  |  | 100.0 | %                |  | $ | 4,286,896  |   |  |                   | 100.0 | %  |  | $ | 3,927,846 |              |  |  | 100.0 | % |  | $             | 3,466,545 |  |  |  | 100.0 | % |  | $  | 2,930,892 |   |  |  | 100.0 | %    
|                                            |  |                    |           |   |  |  |       |                  |  |   |            |   |  |                   |       |    |  |   |           |              |  |  |       |   |  |               |           |  |  |  |       |   |  |    |           |   |  |  |       |      



|(1) | Percentages listed in the table above were calculated by dividing the total sources of distributions by the source indicated. Where negative percentages exist, we used,
rather than generated, cash flows from operations. At these times, the percentage of cash flows provided by operations used as a source of distributions appears as a negative number.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Cash flows provided by (used in) operations for the three months ended March 31, 2011, December 31,
2010, September 30, 2010, June 30, 2010 and March 31, 2010 include approximately $1.8 million, $2.8 million, $0.5 million, $0.8 million and $1.1 million, respectively, of real estate acquisition related expenses expensed in
accordance with GAAP. We consider the real estate acquisition related expenses to have been funded by proceeds from our ongoing public offering of shares of our common stock because the expenses were incurred to acquire our real estate investments.

During our Offering, when we may raise capital more quickly than we acquire income-producing assets, and for some period
after our Offering, we may not be able to pay distributions from our cash flows from operations, in which case distributions may be paid in part from debt financing or from proceeds from the issuance of common stock.

From our inception through March 31, 2011, we paid cumulative distributions of approximately $23.8 million, as compared to
cumulative FFO of approximately $(5.4) million. The payment of distributions from sources other than FFO may reduce the amount of proceeds available for investment and operations or cause us to incur additional interest expense as a result of
borrowed funds.

Over the long-term, we expect that a greater percentage of our distributions will be paid from cash flows
from operations. However, our operating performance cannot be accurately predicted and may deteriorate in the future due to numerous factors, including our ability to raise and invest capital at favorable yields, the financial performance of our
investments in the current real estate and financial environment and the types and mix of investments in our portfolio. As a result, future distributions declared and paid may exceed cash flow from operations.

Indebtedness

As of March 31, 2011, we had approximately $185.7 million of outstanding consolidated indebtedness (excluding net unamortized debt discounts of approximately $1.7 million). The weighted average
interest rate on our consolidated fixed rate indebtedness as of March 31, 2011 was approximately 5.7%. Certain of the potential acquisitions described in Note 10 may be partially funded by the assumption of existing loans. Additionally, certain
of the potential acquisitions may be partially funded by proceeds from the issuance of new promissory notes. Thus, if such acquisitions are completed, we expect our indebtedness to increase.



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##### Table of Contents

Long-Term Liquidity and Capital Resources

On a long-term basis, our principal demands for funds will be for property acquisitions, either directly or through equity interests, for
the payment of operating expenses and distributions, and for the payment of interest on our outstanding indebtedness. Generally, cash needs for items, other than property acquisitions, will be met from operations and proceeds received from the
Offering. However, there may be a delay between the sale of our shares and our purchase of properties that could result in a delay in the benefits to our stockholders, if any, of returns generated from our investment operations. Our Advisor will
evaluate potential additional property acquisitions and engage in negotiations with sellers on our behalf. After a purchase contract is executed that contains specific terms, the property will not be purchased until the successful completion of due
diligence, which includes, among other items, review of the title insurance commitment, an appraisal and an environmental analysis. In some instances, the proposed acquisition will require the negotiation of final binding agreements, which may
include financing documents. During this period, we may decide to temporarily invest any unused proceeds from the Offering in certain investments that could yield lower returns than the properties. These lower returns may affect our ability to make
distributions.

Potential future sources of capital include proceeds from the Offering, proceeds from secured or unsecured
financings from banks or other lenders, proceeds from the sale of properties and undistributed funds from operations. If necessary, we may use financings or other sources of capital in the event of unforeseen significant capital expenditures. To the
extent we are not able to secure additional financing in the form of a credit facility or other third party source of liquidity, we will be heavily dependent upon the proceeds of the Offering and income from operations in order to meet our long-term
liquidity requirements and to fund our distributions.

Contractual Obligations

The following table summarizes our contractual obligations as of March 31, 2011:



|                              |  |                         |             |  |                 |   |           |           |  |   |            |  |  |                  |            |  |  |   |             | 
|----------------------------- |  | ----------------------- | ----------- |  | --------------- | - | --------- | --------- |  | - | ---------- |  |  | ---------------- | ---------- |  |  | - | ----------- | 
|                              |  | Payments due by period: |            
|                              |  | Total                   |             |  | Less than1 Year |   |           | 1-3 Years |  |   | 3- 5 Years |  |  | More than5 Years |           
|Mortgage interest(1)          |  | $                       | 63,661,126  |  |                 | $ | 7,906,624 |           |  | $ | 20,355,998 |  |  | $                | 17,566,548 |  |  | $ | 17,831,956  | 
|Mortgage principal            |  |                         | 185,724,773 |  |                 |   | 1,471,008 |           |  |   | 17,334,414 |  |  |                  | 40,696,185 |  |  |   | 126,223,166 | 
|                              |  |                         |             |  |                 |   |           |           |  |   |            |  |  |                  |            |  |  |   |             | 
|Total contractual obligations |  | $                       | 249,385,899 |  |                 | $ | 9,377,632 |           |  | $ | 37,690,412 |  |  | $                | 58,262,733 |  |  | $ | 144,055,122 | 
|                              |  |                         |             |  |                 |   |           |           |  |   |            |  |  |                  |            |  |  |   |             | 



|(1) | Interest expense was calculated based upon the contractual rates. The interest expense on variable rate debt was calculated based on the rate currently in effect.
Foreign currency obligations have been converted at the conversion rate in effect as of the end of the period.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Off-Balance
Sheet Arrangements

Except as disclosed in the Note 2 of the Notes to the Consolidated Financial Statements accompanying
this report, we do not currently have any relationships with unconsolidated entities or financial partnerships. Such entities are often referred to as structured finance or special purposes entities, which typically are established for the purpose
of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. Further, except as disclosed in the Notes to the Consolidated Financial Statements, we have not guaranteed any obligations of unconsolidated entities
nor do we have any commitments or intent to provide funding to any such entities.

Subsequent Events

Please see Note 11 of the Notes to the Consolidated Financial Statements accompanying this report.



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##### Table of Contents

|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------

Market risk includes risks that arise from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market sensitive instruments. In
pursuing our business plan, we expect that the primary market risk to which we will be exposed is interest rate risk.

As of
March 31, 2011, our debt consisted of approximately $178.5 million in fixed rate debt and approximately $7.2 million in variable rate debt (excluding net unamortized debt discounts of approximately $1.7 million). As of December 31, 2010,
our debt consisted of approximately $116.6 million in fixed rate debt and approximately $4.9 million in variable rate debt. These instruments were entered into for other than trading purposes. Changes in interest rates have different impacts on the
fixed and variable portions of our debt portfolio. A change in interest rates on the fixed portion of our debt portfolio impacts its fair value but has no impact on interest incurred or cash flows. A change in interest rates on the variable portion
of our debt portfolio could impact the interest incurred and cash flows and its fair value.

The following table summarizes
annual debt maturities, average interest rates and estimated fair values on our outstanding debt as of March 31, 2011:



|                      |  |                          |           |   |      |   |           |      |  |   |           |   |  |      |            |   |            |   |            |       |  |   |             |  |  |   |             |  |  |   |             | 
|--------------------- |  | ------------------------ | --------- | - | ---- | - | --------- | ---- |  | - | --------- | - |  | ---- | ---------- | - | ---------- | - | ---------- | ----- |  | - | ----------- |  |  | - | ----------- |  |  | - | ----------- | 
|                      |  | Year Ending December 31, |          
|                      |  | 2011                     |           |   | 2012 |   |           | 2013 |  |   | 2014      |   |  | 2015 |            |   | Thereafter |   |            | Total |  |   | Fair Value  | 
|Fixed rate debt       |  | $                        | 1,471,008 |   |      | $ | 4,803,063 |      |  | $ | 5,333,251 |   |  | $    | 13,538,272 |   |            | $ | 27,157,913 |       |  | $ | 126,223,166 |  |  | $ | 178,526,673 |  |  | $ | 181,446,000 | 
|Average interest rate |  |                          | 5.62      | % |      |   | 5.63      | %    |  |   | 5.63      | % |  |      | 5.65       | % |            |   | 5.72       | %     |  |   |            |  |  |   |            |  |  |   |            | 
|Variable rate debt(1) |  |                          |          |   |      | $ | 214,092   |      |  | $ | 6,984,008 |   |  |      |           |   |            |   |           |       |  |   |            |  |  | $ | 7,198,100   |  |  | $ | 7,198,100   | 
|Average interest rate |  |                          | 5.20      | % |      |   | 5.20      | %    |  |   | 5.20      | % |  |      |           |   |            |   |           |       |  |   |            |  |  |   |            |  |  |   |             | 



|(1) | Foreign currency obligations have been converted at the conversion rate in effect as of the end of the period.
|--- | --------------------------------------------------------------------------------------------------------------

In the future, we may be exposed to the effects of interest rate changes primarily as a result of borrowings used to maintain liquidity
and fund acquisition, expansion, and financing of our real estate investment portfolio and operations. Our interest rate risk management objectives will be to limit the impact of interest rate changes on earnings and cash flows and to lower overall
borrowing costs. To achieve our objectives, we may borrow at fixed rates or variable rates. We may also enter into derivative financial instruments such as interest rate swaps and caps in order to mitigate our interest rate risk on a related
financial instrument or foreign currency hedges to mitigate our risk to foreign currency exposure. We will not enter into derivative or interest rate transactions for speculative purposes.



|ITEM 4. | CONTROLS AND PROCEDURES
|------- | -----------------------

Disclosure
Controls and Procedures

As of the end of the period covered by this report, management, including our chief executive
officer and chief financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based upon this evaluation, our chief executive officer and chief



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financial officer concluded that the disclosure controls and procedures were effective as of the end of the period covered by this report to ensure that information required to be disclosed in
the reports we file and submit under the Exchange Act is recorded, processed, summarized and reported as and when required. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information
required to be disclosed by us in the reports we file and submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and our chief financial officer, as appropriate to allow timely
decisions regarding required disclosure.

Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2011
that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION



|ITEM 1. | LEGAL PROCEEDINGS
|------- | -----------------

None.



|ITEM 1A. | RISK FACTORS
|-------- | ------------

There have
been no material changes to the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2010.



|ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|------- | -----------------------------------------------------------



|(a) | None.
|--- | -----



|(b) | We registered 110,000,000 shares of our common stock in the Offering (SEC File No. 333-146959, effective March 17, 2008), of which we registered
100,000,000 shares at $10.00 per share to be offered to the public in the Primary Offering and 10,000,000 shares offered to our investors pursuant to our distribution reinvestment plan at $9.50 per share. As of March 31, 2011, we had
issued approximately 23.3 million shares of common stock in our Offering, raising gross offering proceeds of approximately $232 million. From this amount, we paid approximately $6.1 million in acquisition fees to our Advisor, approximately
$22.0 million in selling commissions and dealer manager fees to our Dealer Manager (of which approximately $17.6 million was reallowed to third-party broker dealers), and approximately $3.5 million in organization and offering costs to our
Advisor. With the net offering proceeds and indebtedness, we acquired (exclusive of the REIT I Merger Transaction and REIT II Merger Transaction) approximately $213 million in self storage facilities and made the other payments reflected under
Cash Flows from Financing Activities in our consolidated statements of cash flows.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(c) | None.
|--- | -----



|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES
|------- | -------------------------------

None.



|ITEM 4. | (REMOVED AND RESERVED)
|------- | ----------------------



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|ITEM 5. | OTHER INFORMATION
|------- | -----------------



|(a) | During the first quarter of 2011, there was no information required to be disclosed in a report on Form 8-K which was not disclosed in a report on Form 8-K.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------



|(b) | Not applicable.
|--- | ---------------



|ITEM 6. | EXHIBITS
|------- | --------

The exhibits
required to be filed with this report are set forth on the Exhibit Index hereto and incorporated by reference herein.



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EXHIBIT INDEX

The following exhibits are included in this report on Form 10-Q for the period ended March 31, 2011 (and are numbered in
accordance with Item 601 of Regulation S-K).



|            |  |                                                                                                                                                                                                                                                                 
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                     
|            | 
|3.1         |  | Articles of Amendment and Restatement of Strategic Storage Trust, Inc., incorporated by reference to Exhibit 3.1 to Post-Effective Amendment No. 1 to the Companys
Registration Statement on Form S-11, filed on April 29, 2008, Commission File No. 333-146959
|            | 
|3.2         |  | Bylaws of Strategic Storage Trust, Inc., incorporated by reference to Exhibit 3.2 to Pre-Effective Amendment No. 3 to the Companys Registration Statement on
Form S-11, filed on March 7, 2008, Commission File No.333-146959                                  
|            | 
|4.1         |  | Form of Subscription Agreement and Subscription Agreement Signature Page, incorporated by reference to Appendix B to the Companys Prospectus dated April 27, 2011, Commission
File No. 333-146959                                                              
|            | 
|10.1        |  | Promissory Note in favor of The Citigroup Global Markets Realty Corp. dated January 28, 2011 (Citi Loan), incorporated by reference to Exhibit 10.1 to the Companys
Form 8-K, filed on February 3, 2011, Commission File No. 000-53644                       
|            | 
|10.2        |  | Loan Agreement for Citi Loan, incorporated by reference to Exhibit 10.2 to the Companys Form 8-K, filed onFebruary 3, 2011, Commission File No. 000-53644                                                                                                      
|            | 
|10.3        |  | Limited Recourse Guaranty for Citi Loan, incorporated by reference to Exhibit 10.3 to the Companys Form 8-K, filed on February 3, 2011, Commission File No.
000-53644                                                                                          
|            | 
|10.4        |  | Loan Agreement between EP Rhino, DST and Bank of America, N.A. dated November 1, 2005 (Bank of American Loan), incorporated by reference to Exhibit 10.1 to the
Companys Form 8-K, filed on February 7, 2011, Commission File No. 000-53644                  
|            | 
|10.5        |  | Promissory Note for Bank of America Loan, incorporated by reference to Exhibit 10.2 to the CompanysForm 8-K, filed on February 7, 2011, Commission File No.
000-53644                                                                                          
|            | 
|10.6        |  | Amendment No. 1 to First Amended and Restated Limited Partnership Agreement of Strategic Storage Operating Partnership, L.P., incorporated by reference to Exhibit 10.1 to the
Companys Form 8-K, filed on March 31, 2011, Commission File No. 000-53644       
|            | 
|10.7        |  | Purchase and Sale Agreement Related to B&B Portfolio dated March 25, 2011, incorporated by reference to Exhibit 10.2 to the Companys Form 8-K, filed on March 31, 2011,
Commission File No. 000-53644                                                          
|            | 
|31.1*       |  | Certification of Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                         
|            | 
|31.2*       |  | Certification of Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                         
|            | 
|32.1*       |  | Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                   
|            | 
|32.2*       |  | Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                   



|* | Filed herewith.
|- | ---------------



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                    |  |  |  |                                            |  |                        |  |                                      
|------------------- |  |  |  | ------------------------------------------ |  | ---------------------- |  | -------------------------------------
|                    |  |  |  | STRATEGIC STORAGE TRUST, INC. (Registrant)
|                    |  |  | 
|Dated: May 13, 2011 |  |  |  | By:                                        |  | /s/ Michael S. McClure
|                    |  |  |  |                                            |  |                        |  | Michael S. McClure                   
|                    |  |  |  |                                            |  |                        |  | Chief Financial Officer and Treasurer