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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2000

Commission File Number: 0-24071

Sovran Acquisition Limited Partnership
(Exact name of Registrant as specified in its charter)

         Delaware             

      16-1481551       

State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer     
Identification No.)   

 

6467 Main Street
Buffalo, NY 14221
(Address of principal executive offices)
(Zip code)

 

(716) 633-1850
(Registrant's telephone number including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

        Title of Securities        

    Exchanges on which Registered    

        Not Applicable

Not Applicable

 

Securities registered pursuant to section 12(g) of the Act:

None

 

 

     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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    [ X ]

     As of March 15, 2001, 12,860,926 Units of Limited Partnership Interest were outstanding.

Exhibit Index is on Pages 53 - 54

DOCUMENTS INCORPORATED BY REFERENCE

     Notice of Annual Meeting of Shareholders and Proxy Statement for Annual Meeting of Shareholders of the Company to be held on May 17, 2001 (Part III).

 

 

 

ITEM 1.

BUSINESS

General

     Sovran Acquisition Limited Partnership (the "Operating Partnership") is the entity through which Sovran Self Storage, Inc. (the "Company"), a self-administered and self-managed real estate investment trust ("REIT"), conducts substantially all of the Company's business and owns substantially all of the Company's assets. The Operating Partnership is one of the largest owners and operators of self-storage properties in the Eastern United States and Texas. In 1995, the Company was formed under Maryland law and the Operating Partnership was organized as a Delaware limited partnership to continue and to expand the self-storage operations of the Company's privately owned predecessor organizations. The term "Company" as used herein means Sovran Self Storage, Inc. and its subsidiaries on a consolidated basis (including the Operating Partnership) or, where the context so requires, Sovran Self Storage, Inc. only. The term "Operating Partnership" as used herein means Sovran Acquisition Limited Partnership and, as the context may require, the Company Predecessors.

     The Company is currently a 93.38% economic owner of the Operating Partnership and controls it through Sovran Holdings, Inc. ("Holdings"), a wholly owned subsidiary of the Company incorporated in Delaware and the sole general partner of the Operating Partnership. This structure is commonly referred to as an umbrella partnership REIT or "UPREIT". The Board of Directors of Holdings, the members of which are the same as the members of the Board of Directors of the Company, manages the affairs of the Operating Partnership by directing the affairs of Holdings. The Company's limited partner and indirect general partner interests in the Operating Partnership entitle it to share in cash distributions from, and in the profits and losses of, the Operating Partnership in proportion to its ownership interest therein and entitle the Company to vote on all matters requiring a vote of the limited partners.

     The other limited partners of the Operating Partnership are persons who contributed their direct or indirect interests in certain self-storage properties to the Operating Partnership. The Operating Partnership is obligated to redeem each unit of limited partnership ("Unit") at the request of the holder thereof for cash equal to the fair market value of a share of the Company's common stock, par value $.01 per share ("Common Shares"), at the time of such redemption, provided that the Company at its option may elect to acquire any such Unit presented for redemption for one Common Share or cash. With each such redemption or acquisition by the Company, the Company's percentage ownership interest in the Operating Partnership will increase. In addition, whenever the Company issues Common Shares, the Company is obligated to contribute any net proceeds therefrom to the Operating Partnership and the Operating Partnership is obligated to issue an equivalent number of Units to the Company.

     The Operating Partnership may issue additional Units to acquire additional self-storage properties in transactions that in certain circumstances defer some or all of the sellers' tax consequences. The Operating Partnership believes that many potential sellers of self-storage properties have a low tax basis in their properties and would be more willing to sell the properties in transactions that defer Federal income taxes. Offering Units instead of cash for properties may provide potential sellers partial Federal income tax deferral.

     As of March 15, 2001 the Operating Partnership owned and operated 222 self-storage properties (individually, a "Property" and collectively, the "Properties") consisting of approximately 12.4 million net rentable square feet, situated in 21 states. The Operating Partnership also manages 8 properties under an agreement with a joint venture consisting of .5 million square feet. As of December 31, 2000, the Properties had a weighted average occupancy of 86% and a weighted average annual rent per occupied square foot of $8.11. The Operating Partnership believes that it is the 5th largest operator of self-storage properties in the United States based on facilities owned and managed.

     The Operating Partnership seeks to increase cash flow and enhance investor value through aggressive management of the Properties and selective acquisitions of new self-storage properties. Aggressive property management entails increasing rents, increasing occupancy levels, strictly controlling costs, maximizing collections, strategically expanding and improving the Properties and, should economic conditions warrant, developing new properties. The Operating Partnership believes that there continues to be significant opportunities for growth through acquisitions, and constantly seeks to acquire self-storage properties located primarily in the Eastern United States that are susceptible to realization of increased economies of scale and enhanced performance through application of the Operating Partnership's management expertise.

     The Operating Partnership's principal executive offices are located at 6467 Main Street, Buffalo, New York 14221, and its telephone number is (716) 633-1850.

Industry Overview

     The Operating Partnership believes that self-storage facilities offer inexpensive storage space to residential and commercial users. In addition to fully enclosed and secure storage space, some operators, including the Operating Partnership, also offer outside storage for automobiles, recreational vehicles and boats. The storage sites are usually fenced and well lighted with gates that are either manually operated or automated. All facilities have a full-time manager/leasing agent. Customers have access to their storage area during business hours and in certain circumstances are provided with 24-hour access. Individual storage units are secured by the customer's lock, which may be purchased from the Operating Partnership, and the customer has control of access to the unit.

     The Operating Partnership believes that the self-storage industry is characterized by a trend toward consolidation, continuing increase in demand, relatively slow growth in supply and a targeted market of primarily residential customers.

 

     According to published data, of the approximately 32,000 facilities in the United States, less than 13% are managed by the ten largest operators. The remainder of the industry is characterized by numerous small, local operators. The shortage of skilled operators, the scarcity of financing available to small operators for acquisitions and expansions and the potential for savings through economies of scale are factors which are leading to a consolidation in the industry. The Operating Partnership believes that as a result of this trend, significant growth opportunities exist for operators with proven management systems and sufficient capital resources.

     Demand for self-storage service has increased as indicated by an increase in industry-wide average rents and in industry average occupancy. It is expected to remain strong because it is slow to react to changing conditions and because of various other factors, including population growth, increased mobility, expansion of condominium, townhouse and apartment living, and increasing consumer awareness, particularly by commercial users. Commercial customers tend to rent larger areas for longer terms, are more reliable payers and are less sensitive to price increases. The Operating Partnership estimates that commercial users account for approximately 30% of its total occupancy, which is substantially higher than the reported industry average of 19%.

Property Management

     The Operating Partnership believes that it has developed substantial expertise in managing self-storage facilities. Key elements of the Operating Partnership's management system include:

-

Recruiting, training and retaining capable, aggressive on-site Property Managers;

-

Motivating Property Managers by providing incentive-based compensation;

-

Developing and maintaining an integrated marketing plan for each Property; and

-

Performing regular preventive maintenance to avoid significant repair obligations.

     Property Managers attend a thorough orientation program and undergo continuous training which emphasizes telephone skills, closing techniques, identification of selected marketing opportunities, networking with possible referral sources, and familiarization with the Operating Partnership's customized management information system. In addition to frequent contact with Area and Regional Managers and other Operating Partnership personnel, Property Managers receive periodic newsletters regarding a variety of operational issues, and from time to time attend "roundtable" seminars with other Property Managers.

     The Operating Partnership annually develops a written marketing plan for each of its Properties the content of which is highly dependent upon local conditions. The focus of each marketing plan is, in part, determined by occupancy rates. If all storage units of the same size at a Property are at or near 90% occupancy, then the plan will generally include increases in rental rates. If a Property has excess capacity, then the marketing plan will target selected markets such as local military bases, colleges, apartment and condominium complexes, industrial parks, medical centers, retail shopping malls and office suites. The Operating Partnership primarily uses telephone directories to advertise its services, including a map and when possible, listing Properties in the same marketplace in a single advertisement. The Operating Partnership also conducts quarterly surveys of its competitors' practices, which include "shopping" competing facilities.

     The Operating Partnership's customized computer system performs billing, collections and reservation functions for each Property, and also tracks information used in developing marketing plans based on occupancy levels, and tenant demographics and histories. The system generates daily, weekly and monthly financial reports for each Property that are immediately transmitted to the Operating Partnership's principal office each night. The system also requires a Property Manager to input a descriptive explanation for all debit and credit transactions, paid-to-date changes, and all other discretionary activities, which allows the accounting staff at the Operating Partnership's principal office to promptly review all such transactions. Late charges are automatically imposed. More sensitive activities such as rental rate changes and unit size or number changes are completed only by Area and Regional Managers. The Operating Partnership's customized management information system permits it to add new facilities to its portfolio with minimal additional overhead expense.

Marketing Initiatives

     Responding to the increased customer demand for services, the Operating Partnership has initiated several programs expected to increase occupancy and profitability. These programs include:

-

Uncle Bob's Self Storage debut of its humidity-controlled spaces under the name Dri-guard. Through an exclusive agreement, the Operating Partnership became the first self-storage operator to utilize this humidity protection technology. These environmental control systems are a premium storage feature intended to protect metal, electronics, furniture, fabrics and paper from moisture;

-

Continuing with patent-pending Flex-a-Space. This innovative construction design allows the Operating Partnership to easily reconfigure walls by using a track and roller mechanism, enabling customized storage space to fit the individual needs of the customer;

-

A Customer Care Center (call center) that services new and existing customer's inquiries. This will allow the capture of sales leads that were previously lost;

-

Increased presence on the Internet, and the establishment of a separate marketing group to capitalize on this venue; and

-

Utilization of a national marketing program that attracts commercial customers who have multi-market self-storage needs.

Environmental and Other Regulations

     The Operating Partnership is subject to federal, state, and local environmental regulations that apply generally to the ownership of real property and the operation of self-storage facilities. The Operating Partnership has not received notice from any governmental authority or private party of any material environmental noncompliance, claim, or liability in connection with any of the Properties, and is not aware of any environmental condition with respect to any of the Properties that could have a material adverse effect on the Operating Partnership's financial condition or results of operations.

     The Properties are also generally subject to the same types of local regulations governing other real property, including zoning ordinances. The Operating Partnership believes that the Properties are in substantial compliance with all such regulations.

Insurance

     Each of the Properties is covered by fire, flood and property insurance, including comprehensive liability, all-risk property insurance, provided by reputable companies and with commercially reasonable terms. In addition, the Operating Partnership maintains a policy insuring against environmental liabilities resulting from tenant storage on terms customary for the industry, and title insurance insuring fee title to the Operating Partnership owned Properties in an aggregate amount believed to be adequate.

Competition

     The primary factors upon which competition in the self-storage industry is based are location, rental rates, suitability of a property's design to prospective tenants' needs, and the manner in which the property is operated and marketed. The Operating Partnership believes it competes successfully on these bases. The extent of competition depends in significant part on local market conditions. The Operating Partnership seeks to locate its facilities so as not to cause its own Properties to compete with one another for customers, but the number of self-storage facilities in a particular area could have a material adverse effect on the performance of any of the Properties.

     Several of the Operating Partnership's competitors, including Public Storage Management, Inc., Shurgard Incorporated, U-Haul International, and Storage USA, Inc., are larger and have substantially greater financial resources than the Operating Partnership. These larger operators may, among other possible advantages, be capable of greater leverage and the payment of higher prices for acquisitions.

Investment Policy

     While the Operating Partnership emphasizes equity real estate investments, it may, in its discretion, invest in mortgages and other real estate interests related to self-storage properties consistent with the Company's qualification as a REIT. The Operating Partnership may also retain a purchase money mortgage for a portion of the sale price in connection with the disposition of properties from time to time. Should investment opportunities become available, the Operating Partnership may look to acquire self-storage properties via a joint-venture partnership or similar entity. The Operating Partnership may or may not have a significant investment in such a venture, but would use such an opportunity to expand its portfolio of branded and managed properties.

     Subject to the percentage of ownership limitations and gross income tests necessary for the Company's REIT qualification, the Operating Partnership also may invest in securities of entities engaged in real estate activities or securities of other issuers, including for the purpose of exercising control over such entities.

Disposition Policy

     Management periodically reviews the assets comprising the Operating Partnership's portfolio. Any disposition decision will be based on a variety of factors, including, but not limited to, the (i) potential to continue to increase cash flow and value, (ii) sale price, (iii) strategic fit with the rest of the Operating Partnership's portfolio, (iv) potential for, or existence of, environmental or regulatory issues, (v) alternative uses of capital, and (vi) maintaining the Company's qualification as a REIT.

     As part of an asset management program, the Operating Partnership expects to "spin-off" non-core, slow-growth properties, into off balance sheet joint ventures. These ventures may allow the Operating Partnership to i) increase incremental revenues through management fees, ii) provide strong returns on its equity left in the joint venture, and iii) increase liquidity to allow redeployment of equity to repay debt, acquire stock, or buy higher growth properties. In 2000, the Operating Partnership sold seven facilities for approximately $20 million to a joint venture in which the Operating Partnership retained a 45% interest.

Borrowing Policy

     The Board of Directors of the Company currently limits the amount of debt that may be incurred by the Company to less than 50% of the sum of market value of the issued and outstanding Common and Preferred Stock plus the Company's debt (Market Capitalization). The Company, however, may from time to time re-evaluate and modify its borrowing policy in light of then current economic conditions, relative costs of debt and equity capital, market values of properties, growth and acquisition opportunities and other factors.

     The Operating Partnership refinanced its credit facility in 2000, replacing its $150 million credit facility and $75 million term note with a $150 million 3-year credit facility, $75 million 3 year term note (extendable to 5 years at the Operating Partnership's option) and $30 million 1 year term note. The proceeds were used to fund the 2000 acquisitions and property expansions and improvements.

     To the extent that the Operating Partnership desires to obtain additional capital to pay distributions, to provide working capital, to pay existing indebtedness or to finance acquisitions, expansions or development of new properties, the Operating Partnership may utilize preferred stock offerings, floating or fixed rate debt financing, retention of cash flow (subject to satisfying the Operating Partnership's distribution requirements under the REIT rules) or a combination of these methods. Additional debt financing may also be obtained through mortgages on its Properties, which may be recourse, non-recourse, or cross-collateralized and may contain cross-default provisions. The Operating Partnership has not established any limit on the number or amount of mortgages that may be placed on any single Property or on its portfolio as a whole. For additional information regarding borrowings, see "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources" and Note 5 to the Operating Partnership's Financial Statements appearing elsewhere herein.

Employees

     The Operating Partnership currently employs a total of 615 employees, including 234 Property Managers, 6 Area Managers, 7 Regional Managers, 3 Executive Vice Presidents and 303 part time employees. At the Operating Partnership's headquarters, in addition to the Company's 3 executive officers, the Operating Partnership employs 59 people engaged in various support activities such as accounting and management information systems. None of the Operating Partnership's employees is covered by a collective bargaining agreement. The Operating Partnership considers its employee relations to be excellent.

 

ITEM 2.

PROPERTIES

     At December 31, 2000, the Operating Partnership, owned 100% fee simple interests in, and operated, a total of 222 Properties, consisting of approximately 12.4 million net rentable square feet, situated in twenty-one states in the Eastern and Midwestern United States, Arizona and Texas.

     The Operating Partnership's self-storage facilities offer inexpensive, easily accessible, enclosed storage space to residential and commercial users on a month-to-month basis. Most of the Operating Partnership's Properties are fenced with computerized gates and are well lighted. All but twenty-three of the Properties are single-story, thereby providing customers with the convenience of direct vehicle access to their storage units. All Properties have a Property Manager on-site during business hours. Customers have access to their storage areas during business hours, and some commercial customers are provided 24-hour access. Individual storage units are secured by a lock furnished by the customer to provide the customer with control of access to the unit.

     Currently, 216 of the Properties conduct business under the user-friendly trade name "Uncle BoB's Self-Storage" and the remainder are operated under various names acquired with the Properties. The Operating Partnership intends to convert all of the Properties to the "Uncle BoB's" trade name.

The table below provides certain information regarding the Operating Partnership owned properties:

 




Location



Year
Built




Sq. Ft.

Uncle
Bob's
Trade
Name

State
Occupancy
at
12/31/00




Acres




Units




Bldgs.




Floors



Mgr.
Apt.




Construction

  Alabama

 

 

 

80%

 

 

 

 

 

 

Birmingham I

1990

  36,875

Y

 

  2.7

  296

   9

    1

Y

Masonry/Steel Roof

Birmingham II

1990

  52,500

Y

 

  4.7

  395

   8

    1

Y

Masonry/Steel Roof

Montgomery I

1982

  74,050

Y

 

  5.0

  612

  16

    1

Y

Masonry/Steel Roof

Birmingham III

1970

  72,110

Y

 

  4.3

  406

   6

    1

Y

Masonry/Steel Roof

Montgomery II

1984

  42,405

Y

 

  2.7

  287

  10

    1

N

Masonry/Steel Roof

Montgomery III

1988

  41,450

Y

 

  2.4

  391

   9

    1

Y

Steel Bldg./Steel Roof

Birmingham-Walt

1984

  64,520

Y

 

  3.3

  290

   6

    1

Y

Masonry Wall/Metal Roof

Birmingham-Bessemer

1998

  44,100

N

 

  5.6

  344

   8

    1

N

Metal Wall/Metal Roof

  Arizona

 

 

 

84%

 

 

 

 

 

 

Gilbert-Elliot Rd.

1995

  59,170

Y

 

  3.3

  639

   8

    1

Y

Masonry Wall/Metal Roof

Glendale-59th Ave.

1997

  67,076

Y

 

  4.6

  632

   7

    1

Y

Masonry Wall/Metal Roof

Mesa-Baseline

1986

  39,100

Y

 

  1.8

  390

  11

    1

Y

Masonry Wall/Metal Roof

Mesa-E. Broadway

1986

  38,825

Y

 

  1.8

  369

   5

    1

Y

Masonry Wall/Metal Roof

Mesa-W. Broadway

1976

  36,405

Y

 

  1.9

  397

   5

    1

Y

Masonry Wall/Metal Roof

Mesa-Greenfield

1986

  48,585

Y

 

  2.1

  434

   8

    1

N

Masonry Wall/Metal Roof

Phoenix-Camelback

1984

  43,635

Y

 

  2.0

  531

   7

    1

Y

Masonry Wall/Metal Roof

Phoenix-Bell

1984

  96,480

Y

 

  4.6

  932

   7

    1

Y

Metal Wall/Metal Roof

Phoenix-35th Ave.

1996

  71,585

Y

 

  4.3

  709

   8

    1

Y

Masonry Wall/Metal Roof

  Connecticut

 

 

 

85%

 

 

 

 

 

 

New Haven

1985

  47,440

Y

 

  3.9

  387

   5

    1

N

Masonry Wall/Steel Roof

Hartford-Metro I

1988

  56,380

Y

 

10.0

  349

  10

    1

N

Steel Bldg./Steel Roof

Hartford-Metro II

1992

  39,235

Y

 

  6.0

  322

   7

    1

N

Steel Bldg./Steel Roof

  Florida

 

 

 

85%

 

 

 

 

 

 

Lakeland 1

1985

  48,055

Y

 

  3.5

  434

  11

    1

Y

Masonry Wall/Steel Roof

Tallahassee I

1973

146,660

Y

 

18.7

  713

  21

    1

Y

Masonry Wall/Tar & Gravel Roof

Tallahassee II

1975

  43,740

Y

 

  4.0

  239

   7

    1

Y

Masonry Wall/Tar & Gravel Roof

Port St. Lucie

1985

  53,980

Y

 

  4.0

  583

  12

    1

N

Steel Bldg./Steel Roof

Deltona

1984

  63,992

Y

 

  5.0

  453

   5

    1

Y

Masonry Wall/Shingle Roof

Jacksonville I

1985

  39,882

Y

 

  2.7

  295

  14

    1

Y

Masonry Wall/Tar & Gravel Roof

Orlando I

1988

  50,495

Y

 

  2.8

  594

   3

    2

Y

Steel Bldg./Steel Roof

Ft. Lauderdale

1985

101,080

Y

 

  7.6

  646

   7

    1

Y

Steel Bldg./Steel Roof

West Palm 1

1985

  45,585

Y

 

  3.2

  410

   6

    1

N

Steel Bldg./Steel Roof

Melbourne I

1986

  83,144

Y

 

  8.3

  748

  11

    1

Y

Masonry Wall/Shingled Roof

Pensacola I

1983

108,411

Y

 

  7.5

  948

  13

    1

Y

Steel Bldg./Steel Roof

Pensacola II

1986

  57,805

Y

 

  3.4

  510

   9

    1

Y

Steel Bldg./Steel Roof

Melbourne II

1986

  56,035

Y

 

  3.4

  614

  11

    1

N

Steel Bldg./Steel Roof

Jacksonville II

1987

  54,035

Y

 

  4.4

  482

  11

    1

Y

Masonry/Steel Roof

Pensacola III

1986

  64,641

Y

 

  6.1

  515

  12

    1

N

Steel Bldg./Steel Roof

Pensacola IV

1990

  38,850

Y

 

  2.7

  280

   9

    1

Y

Masonry/Steel Roof

Pensacola V

1990

  39,445

Y

 

  2.6

  319

   4

    1

Y

Masonry/Steel Roof

Tampa I

1989

  60,464

Y

 

  3.3

  860

   6

    1

N

Masonry/Steel Roof

Tampa II

1985

  56,468

Y

 

  2.9

  758

  10

    1

N

Masonry/Steel Roof

Tampa III

1988

  47,306

Y

 

  2.2

  651

  14

    1

N

Masonry/Steel Roof

Orlando II

1986

134,834

Y

 

  8.5

1,354

  20

    1

Y

Masonry Wall/Steel Roof

Ft. Myers I

1988

  27,704

Y

 

  1.1

  266

   6

    2

Y

Steel Bldg./Steel Roof

Ft. Myers II

1991/94

  23,078

Y

 

  1.9

  299

   2

    1

Y

Masonry/Steel Roof

Tampa IV

1985

  58,395

Y

 

  4.0

  553

  10

    1

Y

Masonry/Steel Roof

West Palm II

1986

  30,981

Y

 

  2.3

  370

   9

    1

Y

Masonry/Steel Roof

Ft. Myers III

1986

  36,040

Y

 

  2.4

  261

   9

    1

Y

Masonry/Steel Roof

Lakeland II

1988

  60,010

Y

 

  4.0

  578

   9

    1

N

Masonry Wall/Steel Roof

Ft. Myers IV

1987

  59,584

Y

 

  4.5

  265

   4

    1

Y

Masonry/Steel Roof

Jacksonville III

1987

102,500

Y

 

  5.9

  788

  13

    1

Y

Masonry Wall/Shingle Roof

Jacksonville IV

1985

  43,500

Y

 

  2.7

  479

   7

    1

Y

Steel Bldg./Steel Roof

Jacksonville V

1987/92

  53,975

Y

 

  2.9

  513

  13

    2

Y

Steel Bldg./Masonry Wall/Steel Roof

Orlando III

1975

  52,704

Y

 

  3.2

  502

   8

    2

N

Masonry Wall/Steel Roof

Orlando IV-W 25th St.

1984

  38,606

Y

 

  2.8

  378

   6

    1

Y

Steel Bldg/Steel Roof

Delray I-Mini

1969

  50,415

Y

 

  3.5

  487

   3

    1

Y

Masonry Wall/Concrete Roof

Delray II-Safeway

1980

  70,110

Y

 

  4.3

  715

  17

    1

Y

Masonry Wall/Concrete Roof

Tampa-E. Hillborough

1985

  84,660

Y

 

  5.3

  731

  16

    1

Y

Masonry Wall/Metal Roof

Ft. Myers-Mall

1991/94

  20,881

Y

 

  1.3

  230

   4

    1

Y

Masonry/Steel Roof

Indian Harbor-Beach

1985

  66,226

Y

 

  4.0

  718

  15

    1

N

Masonry Wall/Metal Roof

Hollywood-Sheridan

1988

130,458

Y

 

  7.0

1,171

  21

    1

Y

Masonry Wall/Concrete Roof

Pompano Beach-Atlantic

1985

  77,217

Y

 

  4.0

  911

  17

    1

N

Masonry Wall/Concrete Roof

Pompano Beach-Sample

1988

  63,837

Y

 

  3.6

  811

  14

    1

N

Masonry Wall/Metal Roof

Boca Raton-18th St.

1991

  89,527

Y

 

  6.2

1,063

   8

    1

N

Masonry Wall/Metal Roof

Vero Beach

1997

  34,450

Y

 

  1.9

  319

   2

    1

N

Masonry Wall/Metal Roof

Hollywood-N. 21st

1987

  58,917

Y

 

  3.1

  710

  11

    1

Y

Masonry Wall/Metal Roof

Cocoa

1982

  75,262

N

 

  2.5

  681

  12

    1

Y

Masonry Wall/Metal Roof

Plantation

1982

  42,255

N

 

  2.9

  500

   4

1&2

Y

Masonry Wall/Metal Roof

  Georgia

 

 

 

86%

 

 

 

 

 

 

Savannah

1981

  59,530

Y

 

  5.4

  498

  11

    1

Y

Masonry Wall/Steel Roof

Atlanta-Metro I

1988

  69,465

Y

 

  3.9

  523

   5

    1

Y

Steel Bldg./Steel Roof

Atlanta-Metro II

1988

  45,300

Y

 

  3.9

  374

   6

    1

Y

Steel Bldg./Steel Roof

Atlanta-Metro III

1988

  56,695

Y

 

  5.3

  407

   9

    1

Y

Steel Bldg./Steel Roof

Atlanta-Metro IV

1989

  42,615

Y

 

  3.5

  310

   7

    1

Y

Steel Bldg./Steel Roof

Atlanta-Metro V

1988

  44,265

Y

 

  4.2

  290

   3

    1

Y

Masonry Wall/Tar & Gravel Roof

Atlanta-Metro VI

1986

  50,800

Y

 

  3.6

  446

   7

    1

Y

Steel Bldg./Steel Roof

Atlanta-Metro VII

1981

  39,130

Y

 

  2.5

  332

   9

    2

Y

Masonry Wall/Tar & Gravel Roof

Atlanta-Metro VIII

1975

  46,791

Y

 

  3.3

  431

   6

    2

Y

Masonry Wall/Tar & Gravel Roof

Augusta I

1988

  52,390

Y

 

  4.0

  409

  13

    1

Y

Steel Bldg./Steel Roof

Macon I

1989

  40,790

Y

 

  3.2

  356

  14

    1

Y

Steel Bldg./Steel Roof

Augusta II

1987

  46,200

Y

 

  3.5

  365

   4

    1

Y

Masonry Wall/Steel Roof

Atlanta-Metro IX

1988

  56,096

Y

 

  4.6

  406

   6

    1

Y

Steel Bldg./Steel Roof

Atlanta-Metro X

1988

  48,195

Y

 

  6.8

  422

   9

    1

N

Steel Bldg./Steel Roof

Macon II

1989/94

  58,940

Y

 

14.0

  520

  11

    1

Y

Steel Bldg./Steel Roof

Savannah II

1988

  49,365

Y

 

  2.6

  462

   8

    1

Y

Masonry Wall/Steel Roof

Atlanta-Alpharetta

1994

  80,700

Y

 

  5.8

  549

   8

1&2

Y

Steel Bldg./Steel Roof

Atlanta-Marietta-Roswell

1996

  59,450

Y

 

  6.0

  447

   8

1&2

Y

Steel Bldg./Steel Roof

Atlanta-Doraville

1995

  68,465

Y

 

  4.9

  636

   8

1&2

Y

Steel & Masonry Bldg./Steel Roof

Ft. Oglethorpe

1989

  45,125

Y

 

  3.3

  444

   6

1

Y

Masonry Wall/Metal Roof

  Louisiana

 

 

 

80%

 

 

 

 

 

 

Baton Rouge-Airline

1982

  72,150

Y

 

  2.5

  410

  12

    1

Y

Masonry Wall/Metal Roof

Baton Rouge-Airline 2

1985

  44,895

Y

 

  2.8

  443

   9

    1

N

Masonry Wall/Steel Roof

Lafayette-Pinhook 1

1980

  56,625

Y

 

  3.2

  489

   7

    1

Y

Masonry Wall/Metal Roof

Lafayette-Pinhook 2

1992/94

  47,025

Y

 

  2.4

  435

   2

    1

Y

Metal Wall/Metal Roof

Lafayette-Ambassador

1975

  33,685

Y

 

  2.0

  444

   3

    1

Y

Masonry Wall/Shingle Roof

Lafayette-Evangeline

1977

  34,630

Y

 

  3.1

  348

   3

    1

Y

Masonry Wall/Metal Roof

Lafayette-Guilbeau

1994

  63,735

Y

 

  3.4

  598

   1

    1

N

Metal Wall/Metal Roof

  Maine

 

 

 

84%

 

 

 

 

 

 

Westbrook

1988

  41,000

Y

 

  5.9

  430

   7

    1

Y

Metal Wall/Metal Roof

  Maryland

 

 

 

90%

 

 

 

 

 

 

Salisbury

1979

  33,560

Y

 

  3.0

  416

  10

    1

N

Masonry Wall/Tar & Gravel Roof

Baltimore I-Frederick

1984

  21,233

Y

 

  1.9

  347

   2

    3

N

Masonry Wall/Shingled Roof

Baltimore II-Gaithersburg

1988

  60,859

Y

 

  2.2

  533

   2

    4

Y

Masonry Wall/Tar & Gravel Roof

Baltimore III-Landover

1990

  51,738

Y

 

  3.1

  673

   8

    1

Y

Steel Bldg./Steel Roof

  Massachusetts

 

 

 

91%

 

 

 

 

 

 

New Bedford

1982

  42,118

Y

 

  3.4

  372

   7

    1

Y

Steel Bldg./Steel Roof

Springfield

1986

  42,146

Y

 

  4.7

  329

   5

    1

N

Masonry Wall/Shingle Roof

Salem

1979

  53,085

Y

 

  2.0

  494

   2

    2

Y

Steel Wall/Metal Roof

Boston-Metro I

1980

  37,955

Y

 

  2.0

  405

   3

    2

Y

Masonry Wall/Tar & Gravel Roof

Boston-Metro II

1986

  38,315

Y

 

  3.6

  439

   8

    2

N

Masonry Wall/Tar & Gravel Roof

N. Andover

1989

  44,275

N

 

  3.0

  523

   1

    3

N

Masonry & Metal Wall/Metal Roof

  Michigan

 

 

 

88%

 

 

 

 

 

 

Grand Rapids II

1983

  32,300

Y

 

  8.0

  296

   6

    1

N

Masonry & Steel Walls

Holland

1978

  58,880

Y

 

  8.3

  451

  10

    1

Y

Masonry Wall/Steel Roof

Holland-Paw Paw

1978

  37,653

Y

 

  5.3

  282

   8

    1

Y

Masonry Wall/Steel Roof

Waterford-Highland

1978

136,761

Y

 

16.6

1,681

  16

    1

Y

Masonry Wall/Metal Roof

  Mississippi

 

 

 

89%

 

 

 

 

 

 

Jackson I

1990

  42,230

Y

 

  2.0

  352

   6

    1

Y

Masonry/Steel Roof

Jackson II

1990

  38,835

Y

 

  2.1

  310

   9

    1

Y

Masonry/Steel Roof

Jackson III-155

1995

  61,998

Y

 

  1.3

  423

   2

    1

N

Metal Wall/Metal Roof

Jackson-N. West

1984

  56,775

Y

 

  5.2

  473

  13

    1

Y

Masonry Wall/Metal Roof

 New Hampshire

 

 

 

92%

 

 

 

 

 

 

Salem-Policy

1980

  62,775

Y

 

  8.7

  546

   9

    1

Y

Masonry Wall/Metal Roof

  New York

 

 

 

90%

 

 

 

 

 

 

Middletown

1988

  25,490

Y

 

  2.8

  266

   4

    1

N

Steel Bldg./Steel Roof

Buffalo I

1981

  76,290

Y

 

  5.1

  535

  10

    1

Y

Steel Bldg./Steel Roof

Rochester I

1981

  41,834

Y

 

  2.9

  407

   5

    1

Y

Steel Bldg./Steel Roof

Rochester II

1980

  29,610

Y

 

  3.5

  242

   9

    1

N

Masonry Wall/Shingle Roof

Buffalo II

1984

  54,635

Y

 

  6.2

  438

  12

    1

Y

Steel Bldg./Steel Roof

Syracuse 1

1987

  73,120

Y

 

  7.5

  703

  16

    1

N

Steel Bldg./Steel Roof

Syracuse II

1983

  54,549

Y

 

  3.6

  422

  10

    1

Y

Steel Bldg./Shingled Roof

Rochester III

1990

  66,756

Y

 

  2.7

  495

   1

    1

N

Masonry Wall/Shingle Roof

Harriman

1989/95

  66,490

Y

 

  6.1

  642

  10

    1

Y

Metal Wall/Metal Roof

Monroe

1990

  36,240

N

 

 13.3

  320

   4

    1

N

Metal Wall/Metal Roof

  North Carolina

 

 

 

80%

 

 

 

 

 

 

Charlotte

1986

  37,815

Y

 

  2.9

  333

   6

    1

Y

Steel Bldg./Steel Roof

Fayetteville

1980

  90,576

Y

 

  6.2

  989

  12

    1

Y

Steel Bldg./Steel Roof

Greensboro

1986

  45,230

Y

 

  3.4

  422

   5

    1

Y

Steel Bldg./Mas. Wall/Steel Roof

Raleigh I

1985

  58,410

Y

 

  5.0

  540

   8

    2

Y

Steel Bldg./Steel Roof

Raleigh II

1985

  33,125

Y

 

  2.5

  320

   8

    1

Y

Steel Bldg./Steel Roof

Charlotte II

1995

  48,750

Y

 

  5.6

  421

   7

    1

Y

Masonry Wall/Steel Roof

Charlotte III

1995

  31,370

Y

 

  2.9

  334

   6

    1

Y

Masonry Wall/Steel Roof

Greensboro-Hilltop

1995

  32,328

Y

 

  1.0

  301

   7

    1

N

Metal Wall/Metal Roof

Greensboro-StageCoach

1997

    9,625

Y

 

  2.5

   90

   2

    1

N

Metal Wall/Metal Roof

Greensboro-High Point

1993

  58,720

Y

 

  2.5

  497

   9

    1

N

Steel Wall/Metal Roof

Durham-Hillborough

1988/91

  67,601

Y

 

  5.0

  622

   5

    1

Y

Metal Wall/Metal Roof

Durham-Cornwallis

1990/96

  78,940

Y

 

  4.7

  664

   9

    1

Y

Masonry Wall/Metal Roof

Jacksonville-Center

1995

  50,665

Y

 

  5.0

  444

  11

    1

Y

Metal Wall/Metal Roof

Jacksonville-Gum Branch

1989

  62,960

Y

 

  5.0

  477

  14

    1

Y

Metal Wall/Metal Roof

Jacksonville-N. Marine

1985

  43,290

Y

 

  8.4

  403

   6

    1

Y

Masonry Wall/Shingle Roof

  Ohio

 

 

 

87%

 

 

 

 

 

 

Youngstown

1980

  54,830

Y

 

  5.8

  364

   5

    1

Y

Steel Bldg./Steel Roof

Cleveland-Metro I

1980

  49,200

Y

 

  6.4

  359

   9

    1

Y

Steel Bldg./Steel Roof

Cleveland-Metro II

1987

  60,890

Y

 

  4.8

  453

   4

    1

Y

Steel Bldg./Steel Roof

Youngstown

1988

  55,750

Y

 

  3.9

  499

   7

    1

Y

Masonry Wall/Steel Roof

Akron

1990

  38,320

Y

 

  3.4

  296

  12

    1

Y

Masonry Wall/Steel Roof

Cleveland III

1986

  68,100

Y

 

  3.4

  590

  12

    1

Y

Masonry Wall/Steel Roof

Cleveland IV

1978

  65,030

Y

 

  3.5

  571

   5

    1

Y

Masonry Wall/Steel Roof

Cleveland V

1979

  74,882

Y

 

  3.1

  646

   9

1&2

Y

Masonry Wall/Steel Roof

Cleveland VI

1979

  47,120

Y

 

  2.6

  377

   8

    1

Y

Masonry Wall/Steel Roof

Cleveland VII

1977

  70,140

Y

 

  4.3

  604

  13

    1

Y

Masonry Wall/Steel Roof

Cleveland VIII

1970

  47,975

Y

 

  5.7

  469

   6

    1

N

Masonry Wall/Steel Roof

Cleveland IX

1982

  54,910

Y

 

  4.4

  300

   5

    1

N

Masonry Wall/Steel Roof

Cleveland 10-Avon

1989

  46,642

Y

 

  5.8

  372

   6

    1

N

Metal Wall/Metal Roof

Warren-Elm

1986

  60,200

Y

 

  7.3

  497

   8

    1

Y

Masonry Wall/Metal Roof

Warren-Youngstown

1986

  58,987

Y

 

  5.0

  545

  11

    1

N

Masonry Wall/Metal Roof

Batavia

1988

  61,810

Y

 

  5.5

  547

   9

    1

N

Metal Wall/Steel Roof

  Pennsylvania

 

 

 

89%

 

 

 

 

 

 

Allentown

1983

  40,800

Y

 

  6.3

  341

   7

    1

Y

Masonry Wall/Shingle Roof

Sharon

1975

  38,270

Y

 

  3.0

  304

   5

    1

Y

Steel Bldg./Steel Roof

Harrisburg I

1983

  48,850

Y

 

  4.1

  440

   9

    1

Y

Masonry Wall/Steel Roof

Harrisburg II

1985

  58,900

Y

 

  9.2

  293

  10

    1

Y

Masonry Wall/Steel Roof

Pittsburgh

1990

  57,250

Y

 

  3.4

  509

   6

    1

Y

Steel Bldg./Steel Roof

Pittsburgh II

1983

 102,475

Y

 

  4.8

  739

   4

    2

Y

Masonry Wall/Shingled Roof

Harrisburg-Peiffers

1984

  63,950

Y

 

  4.1

  613

   9

    1

Y

Masonry Wall/Metal Roof

  Rhode Island

 

 

 

89%

 

 

 

 

 

 

East Greenwich

1984

  45,680

Y

 

  2.9

  407

   5

    1

Y

Metal Wall/Metal Roof

Frenchtown

1988

  25,405

Y

 

  2.0

  266

   4

    1

Y

Metal Wall/Metal Roof

W. Warwick

1986/94

  52,351

Y

 

  2.3

  487

   4

    1

N

Metal Wall/Steel Roof

Providence

1984

  38,610

Y

 

  3.7

  386

   7

    1

Y

Masonry Wall/Tar & Gravel Roof

  South Carolina

 

 

 

89%

 

 

 

 

 

 

Charleston I

1985

  49,714

Y

 

  3.3

  408

  11

    1

Y

Steel Bldg./Mas. Wall/Steel Roof

Columbia I

1985

  47,710

Y

 

  3.3

  394

   7

    1

Y

Steel Bldg./Steel Roof

Columbia II

1987

  58,830

Y

 

  6.0

  450

   8

    1

N

Steel Bldg./Steel Roof

Columbia III

1989

  41,440

Y

 

  3.5

  333

   5

    2

Y

Steel Bldg./Steel Roof

Columbia IV

1986

  57,770

Y

 

  5.6

  453

   7

    1

Y

Steel Bldg./Steel Roof

Spartanburg

1989

  40,450

Y

 

  3.6

  350

   6

    1

Y

Steel Bldg./Steel Roof

Charlestown II

1985

  40,318

Y

 

  2.2

  331

  10

    1

Y

Masonry Wall/Steel Roof

  Tennessee

 

 

 

79%

 

 

 

 

 

 

Chattanooga-Lee Hwy

1987

  37,220

Y

 

  3.3

  389

   6

    1

Y

Masonry Wall/Metal Roof

Chattanooga-Hwy 58

1985

  35,660

Y

 

  2.4

  310

   4

    1

Y

Masonry Wall/Metal Roof

Hendersonville

1986/97

  93,005

Y

 

  5.7

  645

  16

    1

Y

Masonry Wall/Metal Roof

  Texas

 

 

 

84%

 

 

 

 

 

 

Arlington I

1987

  45,965

Y

 

  2.3

  383

   7

    1

Y

Masonry Wall/Steel Roof

Arlington II

1986

  67,220

Y

 

  3.8

  286

  11

    1

Y

Masonry Wall/Steel Roof

Ft. Worth

1986

  40,875

Y

 

  2.4

  341

   3

    1

Y

Masonry Wall/Asphalt Roof

San Antonio I

1986

  49,920

Y

 

  3.9

  486

  12

    1

Y

Masonry Wall/Steel Roof

San Antonio II

1986

  40,170

Y

 

  1.9

  285

   7

    1

Y

Masonry Wall/Steel Roof

San Antonio III

1981

  48,782

Y

 

  2.6

  495

   5

    1

Y

Masonry Wall/Steel Roof

Universal

1985

  35,120

Y

 

  2.4

  392

   8

    1

Y

Masonry Wall/Steel Roof

San Antonio IV

1995

  44,640

Y

 

  5.4

  419

  11

    1

Y

Steel Bldg./Steel Roof

Houston-Eastex

1993/95

  70,180

Y

 

  6.4

  563

   5

    1

Y

Metal Wall/Steel Roof

Houston-Nederland

1995

  61,871

Y

 

  6.3

  531

   1

    1

Y

Metal Wall/Steel Roof

Houston-College

1995

  35,650

Y

 

  1.8

  316

   1

    1

Y

Metal Wall/Steel Roof

Dallas-Skillman

1975

 121,659

Y

 

  5.9

1,107

   8

1&2

Y

Masonry Wall/Steel Roof

Dallas-Centennial

1977

 103,715

Y

 

  6.7

1,084

   8

1&2

N

Masonry Wall/Steel Roof

Dallas-Samuell

1975

  79,046

Y

 

  3.8

  793

   6

1&2

Y

Masonry Wall/Steel Roof

Dallas-Hargrove

1975

  71,914

Y

 

  3.1

  742

   5

1&2

Y

Masonry Wall/Steel Roof

Houston-Antoine

1984

  75,720

Y

 

  4.1

  671

   9

    1

Y

Metal Wall/Metal Roof

Katy

1994

  43,995

Y

 

  8.6

  437

  10

    1

Y

Metal Wall/Metal Roof

Humble

1986

  63,589

Y

 

  2.3

  599

   6

    1

Y

Masonry Wall/Metal Roof

Houston-Old Katy

1996

  52,830

Y

 

  3.0

  491

  19

    1

Y

Masonry Wall/Shingle Roof

Webster-Hwy 3

1997

  55,350

Y

 

  3.3

  536

   6

    1

Y

Masonry Wall/Metal Roof

Carrollton

1997

  51,780

Y

 

  3.2

  499

   5

    1

Y

Masonry Wall/Metal Roof

San Marcos

1994

  61,690

Y

 

  5.0

  432

  18

    1

N

Metal Wall/Metal Roof

Austin-McNeil

1994

  72,465

Y

 

  7.0

  548

  19

    1

Y

Metal Wall/Metal Roof

Austin-FM

1996

  59,910

Y

 

  4.9

  388

   9

    1

Y

Metal Wall/Metal Roof

Euless

1996

  93,120

Y

 

  7.5

  499

   9

    1

Y

Metal Wall/Metal Roof

N. Richland Hills

1996

  76,632

Y

 

  7.4

  553

  11

    1

Y

Metal Wall/Metal Roof

Katy-Franz

1993

  67,185

Y

 

  7.2

  530

  10

    1

Y

Metal Wall/Metal Roof

Cedar Hill

1985

  53,035

N

 

  3.0

  412

  16

    1

Y

Metal Wall/Metal Roof

Seabrook

1996

  61,675

Y

 

  4.3

  547

   5

    1

Y

Metal Wall/Metal Roof

  Virginia

 

 

 

87%

 

 

 

 

 

 

Newport News I

1988

  49,875

Y

 

  3.2

  436

   7

    1

Y

Steel Bldg./Steel Roof

Alexandria

1984

  76,474

Y

 

  3.2

1,130

   4

    2

Y

Masonry Wall/Tar & Gravel Roof

Norfolk I

1984

  50,460

Y

 

  2.7

  379

   7

    1

Y

Steel Bldg./Steel Roof

Norfolk II

1989

  45,375

Y

 

  2.1

  358

   4

    1

Y

Masonry Wall/Steel Roof

Richmond

1987

  52,010

Y

 

  2.7

  526

   5

    1

Y

Masonry Wall/Steel Roof

Newport News II

1988/93

  63,475

Y

 

  4.7

  408

   8

    1

Y

Steel Bldg./Steel Roof

Lynchburg-Lakeside

1982

  47,628

Y

 

  5.3

  435

  10

    1

Y

Masonry Wall/Steel Roof

Lynchburg-Timberlake

1985

  44,150

Y

 

  2.3

  377

   4

    1

Y

Masonry Wall/Steel Roof

Lynchburg-Amherst

1987

  23,438

Y

 

  1.5

  202

   3

    1

N

Masonry Wall/Metal Roof

Christiansburg

1985/90

  37,598

Y

 

  3.2

  345

   6

    1

Y

Masonry Wall/Metal Roof

Chesapeake

1988/95

  37,200

Y

 

12.0

  337

   7

    1

Y

Metal Wall/Steel Roof

Danville

1988

  49,672

Y

 

  3.2

  408

   8

    1

N

Steel Wall/Metal Roof

Chesapeake-Military

1996

  58,450

Y

 

  3.0

  528

   3

    1

N

Masonry Wall/Metal Roof

Chesapeake-Volvo

1995

  63,955

Y

 

  4.0

  553

   4

    1

N

Masonry Wall/Metal Roof

Virginia Beach-Shell

1991

  52,626

Y

 

  2.5

  590

   5

    1

N

Masonry Wall/Metal Roof

Virginia Beach-Central

1993/95

  96,623

Y

 

  5.0

  934

   6

    1

N

Masonry Wall/Metal Roof

Norfolk-Naval Base

1975

126,832

Y

 

  5.2

1,276

  11

    1

N

Masonry Wall/Metal Roof

Lynchburg-Timberlake

1990/96

  49,947

Y

 

  5.2

  457

   7

    1

N

Masonry Wall/Metal Roof

 

 

 

 

 

 

 

 

 

 

 

Total for all Properties

               12,421,022

 

86%

  953

110,094     

1,779

 

 

 

ITEM 3.

LEGAL PROCEEDINGS

     A former business associate (Plaintiff) of certain officers and directors of the Company, including Robert J. Attea, Kenneth F. Myszka, David L. Rogers and Charles E. Lannon, commenced a lawsuit against the Company on June 13, 1995 in the United States District Court for the Northern District of Ohio. The Plaintiff subsequently amended the complaint in the lawsuit alleging breach of fiduciary duty, breach of contract, breach of general partnership/joint venture arrangement, breach of duty of good faith, fraud and deceit, and other causes of action including declaratory judgment as to the Plaintiff's continuing interest in the Company. The Plaintiff sought money damages in excess of $15 million, as well as punitive damages and declaratory and injunctive relief (including the imposition of a constructive trust on assets of the Company in which the Plaintiff claimed to have a continuing interest) and an accounting. The amended complaint also added Messrs. Attea, Myszka, Rogers and Lannon as additional defendants. In April 2000, following trial, the jury rendered a verdict adverse to the Company with respect to Plaintiff's claims for breach of contract and breach of general partnership/joint venture arrangement and found total compensatory damages in the amount of $6,462,068. Messrs. Attea, Myszka, Rogers and Lannon have agreed to indemnify the Company for costs and any loss arising from the lawsuit and their obligation to do so is secured by an escrow arrangement covering shares of the Company's common stock owned by them having a current value substantially in excess of the amount of the damages found by the jury. The Company has filed a post-trial motion for judgment as a matter of law and a motion for a new trial. In the event that the relief sought by these motions is not granted, the Company intends to appeal. In view of the indemnification agreement and escrow agreement, the Operating Partnership does not believe that the lawsuit will have a material adverse effect upon the Company.

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted during the fourth quarter of the fiscal year covered by this report to a vote of security holders, through the solicitation of proxies or otherwise.

 

PART II

ITEM 5.

MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     There is no established public trading market for the Units. As of March 15, 2001, there were 17 holders of record of Units.

     The following table sets forth the quarterly distributions per Unit paid by the Operating Partnership to holders of its Units with respect to each such period.

 

Quarter Ended

Distributions Per Unit

 


March 31, 1999


.560

 

June 30, 1999

.560

 

September 30, 1999

.570

 

December 31, 1999

.570

 

March 31, 2000

.570

 

June 30, 2000

.570

 

September 30, 2000

.580

 

December 31, 2000

.580

     The partnership agreement of the Operating Partnership (the "Partnership Agreement") provides that the Operating Partnership will distribute all available cash (as defined in the Partnership Agreement) on at least a quarterly basis, in amounts determined by the general partner in its sole discretion, to the partners in accordance with their respective percentage interest in the Operating Partnership. Distributions are declared at the discretion of the Board of Directors of Holdings, the general partner of the Operating Partnership and a wholly-owned subsidiary of the Company, and will depend on actual funds from operations of the Operating Partnership, its financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Internal Revenue Code of 1986, as amended, and such other factors as the Board of Directors may deem relevant. The Board of Directors of Holdings may modify the Operating Partnership's distribution policy from time to time, subject to the terms of the Partnership Agreement.

     The Operating Partnership's line of credit contains customary representations, covenants and events of default, including covenants which restrict the ability of the Operating Partnership to make distributions in excess of stated amounts. In general, during any four consecutive fiscal quarters the Operating Partnership may only distribute up to 90% of the Operating Partnership's funds from operations (as defined in the related agreement). The line of credit contains exceptions to these limitations to allow the Operating Partnership to make any distributions necessary to allow the Company to maintain its status as a REIT. The Operating Partnership does not anticipate that this provision will adversely effect the ability of the Operating Partnership to make distributions, as currently anticipated.

 

ITEM 6.

SELECTED FINANCIAL DATA

 

At or for Year Ended December 31,

(Dollars in thousands,
 except per Unit data)

2000

1999

1998

1997

1996


Operating Data:






Total revenues

$ 92,510 

$ 84,256 

$ 69,360

$ 49,354

$ 33,597 

Income before extraordinary

 

 

 

 

 

   Item

  27,730 

 27,347 

25,155 

23,763 

15,682 

Net income

  27,519 

 27,347 

24,798 

23,763 

15,682 

Net income per Unit before

 

 

 

 

 

   Extraordinary item-basic

     1.92 

1.97 

1.94 

1.97 

1.88 

Net income per Unit - basic

     1.90 

1.97 

1.91 

1.97 

1.88 

Net income per Unit - diluted

     1.90 

1.97 

1.91 

1.96 

1.87 

Distribution declared

 

 

 

 

 

   per unit

     2.30 

2.26 

2.20 

2.12 

2.05 

 

 

 

 

 

 

Balance Sheet Data:

 

 

 

 

 

Investment in storage

 

 

 

 

 

   facilities at cost

$562,721 

$556,473 

$502,502 

$333,036 

$220,711 

Total Assets

 547,139 

529,719 

490,124 

327,073 

235,415 

Total Debt

 231,223 

203,253 

190,059 

39,550 

Total Liabilities

 246,309 

218,281 

203,439 

50,319 

8,131 

 

 

 

 

 

 

Limited partners' capital

 

 

 

 

 

   interest at redemption value

  16,954 

15,888 

21,683 

14,454 

4,435 

Partners' capital

 283,876 

295,550 

265,002 

262,300 

222,849 

 

 

 

 

 

 

Other Data:

 

 

 

 

 

Net cash provided by

 

 

 

 

 

   operating activities

$ 39,428 

$41,001 

$35,151 

$31,159 

$20,152 

Net cash used in

 

 

 

 

 

   investing activities

 (25,274)

(51,335)

(154,367)

(98,765)

(58,760)

Net cash provided by

 

 

 

 

 

   financing activities

 (13,765)

8,382 

119,633 

53,486 

54,563 

Funds from operations

 

 

 

 

 

   available to common

 

 

 

 

 

   Unitholders (a)

  36,262 

37,815 

35,762 

30,294 

19,816 

(a)  Funds from operations ("FFO") means income (loss) before extraordinary item(computed in accordance with GAAP) (i) less gain on sale of real estate, (ii) plus depreciation of real estate assets and amortization of intangible assets exclusive of deferred financing costs and (iii) significant non-recurring events (unsuccessful debt offering costs in 1998). FFO is a supplemental performance measure for REITs as defined by the National Association of Real Estate Investment Trusts, Inc. FFO is presented because analysts consider FFO to be one measure of the performance of the Operating Partnership. FFO does not take into consideration scheduled principal payments on debt, capital improvements and other obligations. Accordingly, FFO is not a substitute for the Operating Partnership's cash flow or net income as a measure of the Operating Partnership liquidity or operating performance or ability to pay distributions.

ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     The following discussion and analysis of the consolidated financial condition and results of operations should be read in conjunction with the financial statements and notes thereto included elsewhere in this report.

     When used in this discussion and elsewhere in this document, the words "intends," "believes," "anticipates," and similar expressions are intended to identify "forward-looking statements" within the meaning of that term in Section 27A of the Securities Exchange Act of 1933 and in Section 21F of Securities Exchange Act of 1934. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Operating Partnership to be materially different from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to, the effect of competition from new self-storage facilities, which would cause rents and occupancy rates to decline; the Operating Partnership's ability to evaluate, finance and integrate acquired businesses into the Operating Partnership's existing business and operations; the Operating Partnership's ability to form joint ventures and sell existing properties to those joint ventures; the Operating Partnership's ability to effectively compete in the industries in which it does business; the Operating Partnership's existing indebtedness may mature in an unfavorable credit environment, preventing refinancing or forcing refinancing of the indebtedness on terms that are not as favorable as the existing terms; the Operating Partnership's ability to successfully implement its Uncle Bob's Flex-a-Space strategy; the Operating Partnership's cash flow may be insufficient to meet required payments of principal and interest; and tax law changes which may change the taxability of future income.

RESULTS OF OPERATIONS

     YEAR ENDED DECEMBER 31, 2000 COMPARED TO YEAR ENDED DECEMBER 31, 1999

     The Operating Partnership recorded rental revenues of $88.2 million for the year ended December 31, 2000, an increase of $5.8 million or 7% when compared to 1999 rental revenues of $82.4 million. Of this, $3.2 million resulted from the acquisition of 5 stores during 2000 and from having the 1999 acquisitions included for a full year of operations. The additional $2.6 million increase resulted from increased revenues at the 204 core properties considered in same store sales. For this core group, total revenues increased 3.7%, primarily as the result of rental rate increases. Interest and other income increased to $2.1 million in 2000 from $1.2 million in 1999, due to increases in ancillary income from management fees, truck rental and cell towers. A $2.2 million gain was recorded on the sale of 7 stores to a joint venture that is 45% owned by the Operating Partnership. In 1999, the Operating Partnership sold 1 store to an unaffiliated entity resulting in a $.65 million gain.

     Property operating and real estate tax expense increased $2.8 million or 11.4% during the period. Of this, $1 million was incurred by the facilities acquired in 2000 and from having the 1999 acquisitions included for a full year of operations. The remaining $1.8 million increase was incurred in the operation of the 204 core properties, including additional advertising of $1 million related to the Operating Partnership's Flex-a-Space concept in 2000.

     General and administrative expenses increased $0.2 million in 2000. The increase was primarily a result of increased supervisory and accounting costs associated with the operation of an increased number of properties.

     In 2000, interest expense increased to $17.5 million from $13.9 million as a result of significant increases in interest rates.

     Depreciation and amortization expense increased to $14.3 million from $13.1 million, primarily as a result of the additional depreciation taken on the real estate assets acquired in 2000 and a full year of depreciation on 1999 acquisitions.

     The Operating Partnership recorded a $.2 million loss in 2000 from its ownership interest in two real estate joint ventures.

     Earnings before interest, depreciation and amortization, and extraordinary loss increased 9.4% from $54.4 million in 1999 to $59.5 million in 2000 as a result of the aforementioned items.

     A $.2 million extraordinary loss was recorded in 2000 when the Operating Partnership's credit facility and term note were replaced with a new agreement in November 2000.

     YEAR ENDED DECEMBER 31, 1999 COMPARED TO YEAR ENDED DECEMBER 31, 1998

     In 1999, the Operating Partnership recorded rental revenues of $82.4 million, an increase of $14.2 million or 21% when compared to 1998 rental revenues of $68.2 million. Of this, $11.9 million resulted from the acquisition of 18 stores during 1999 and from having the 1998 acquisitions included for a full year of operations. The additional $2.3 million increase resulted from increased revenues at the 156 core properties considered in same store sales. For this core group, revenues increased 3.9%, primarily as the result of rental rate increases which were slightly offset by an average occupancy decrease of .4% to 86%. Interest and other income increased to $1.2 million in 1999 from $1.1 million in 1998. The Operating Partnership sold 1 store to an unaffiliated entity resulting in a $.65 million gain.

     Property operating and real estate tax expense increased $4.8 million or 24.8% during the period. Of this, $3.9 million was incurred by the facilities acquired in 1999 and from having the 1998 acquisitions included for a full year of operations, and $0.9 million additional cost was incurred in the operation of the 156 core properties.

     General and administrative expenses increased $0.7 million in 1999. The increase was primarily a result of increased supervisory and accounting costs associated with the operation of an increased number of properties, and the start-up and marketing costs related to Uncle Bob's Flex-a-Space.

     In 1999, interest expense increased to $13.9 million from $9.6 million as a result of increased borrowings under the line of credit. The credit facility was utilized throughout 1999 to fund the purchase of the 18 stores.

     Depreciation and amortization expense increased to $13.1 million from $10.3 million, primarily as a result of the additional depreciation taken on the $46 million of real estate assets acquired in 1999 and a full year of depreciation on 1998 acquisitions.

     Earnings before interest, depreciation and amortization, and extraordinary loss increased 20.8% from $45.1 million in 1998 to $54.4 million in 1999 as a result of the aforementioned items.

PRO FORMA YEAR ENDED DECEMBER 31, 2000 COMPARED TO PRO FORMA YEAR ENDED DECEMBER 31, 1999

     The following unaudited pro forma information shows the results of operations as though the acquisitions and sales of storage facilities in 2000 and 1999, and the preferred stock offering in 1999 had all occurred as of the beginning of 1999.

 

 

Year ended December 31,

(Dollars in thousands)

2000   

1999   

 

 

 

Revenues:

 

 

Rental income

$85,917 

$83,485 

Interest and other income

1,664 

1,474 

Gain on sale of real estate


 

 

 

Total revenues

87,581 

84,959 

 

 

 

Expenses:

 

 

Property operations and maintenance

18,839 

17,257 

Real estate taxes

7,517 

7,435 

General and administrative

5,786 

5,591 

Interest

17,464 

17,464 

Depreciation and amortization

14,331 

14,331 

Equity in income of joint ventures

(233)

(226)

 

 

 

Total expenses

63,704 

61,852 

 

 

 

Income before extraordinary item

23,877 

23,107 

 

 

 

Extraordinary loss on extinguishment
   of debt


(211)


- - 

 

 

 

Net income

$23,666 

$23,107 

 

 

 

Series B preferred stock dividend

(2,955)

(2,955)

 

 

 

Net income available to

   common unitholders


$20,711 


$20,152 

     Total revenues of $87.6 million in 2000 increased by 3.1% over 1999's revenues of $85.0 million, primarily as a result of rate increases at the stores and increases in other income.

     Operating expenses and real estate taxes in 2000 were $26.4 million, as compared to $24.7 million in 1999, an increase of 7%. The increase was due to advertising spending in 2000 related to the Operating Partnership's Flex-a-Space initiative and increases in operating costs.

     General and administrative costs were determined by the Operating Partnership's historical costs incurred in the management of properties.

     Interest expense in both years was determined by applying the 2000 year-end rate and the applicable non-usage fee associated with the Operating Partnership's credit facility.

     Such unaudited pro forma information is based upon the historical consolidated statements of operations of the Operating Partnership. It should be read in conjunction with the financial statements of the Operating Partnership and notes thereto. In management's opinion, all adjustments necessary to reflect the effects of these transactions have been made. This unaudited pro forma statement does not purport to represent what the actual results of operations of the Operating Partnership would have been assuming such transactions had been completed as set forth above, nor does it purport to represent the results of operations for future periods.

LIQUIDITY AND CAPITAL RESOURCES

CAPITAL RESOURCES, UNSECURED LINE OF CREDIT AND TERM NOTE

     The Operating Partnership's unsecured credit facility provides availability up to $150 million, of which $124 million was drawn on December 31, 2000. The facility matures in November 2003 and bears interest at LIBOR plus 1.375%.

     In addition to the credit facility, the Operating Partnership has two unsecured term notes; one in the amount of $30 million due November 2001 bearing interest at LIBOR plus 1.375% and the other in the amount of $75 million bearing interest at LIBOR plus 1.75%. This note has a maturity date of November 2003, but can be extended through November 2005 at the Operating Partnership's option.

     The credit facility and term notes currently have investment grade ratings from Standard and Poor's (BBB-), Moody's (Baa3), and Fitch (BBB-).

     In July 1999 the Operating Partnership issued 1,200,000 shares of 9.85% Series B Cumulative Redeemable Preferred Stock. The net proceeds of $28.6 million were used to repay a portion of the outstanding balance on the credit facility. The Series B Preferred Stock is currently rated by Standard and Poor's (BB+), Moody's (Ba2) and Fitch (BB+).

     During the years 1998 through 2000, there has been a net outflow of capital from the REIT sector, which has depressed prices of common shares of most REITs, including the Company's. While the last quarter of 2000 showed a reverse of this trend, the improvement has not been sufficient to encourage management to plan on issuing equity in the form of common shares. To do so at a share price below net asset value would be dilutive to existing shareholders.

     In 2000, the Company acquired 396,500 shares of its common stock via the Share Repurchase Program authorized by the Board of Directors in 1998. Through December 31, 2000 the Company has reacquired 772,000 shares pursuant to this program. From time to time, subject to market price and certain loan covenants, the Company expects to continue reacquiring shares.

     The Operating Partnership believes that its internally generated cash flows and borrowing capacity under the credit facility will be sufficient to fund ongoing operations, capital improvements, dividends, and share repurchases for the year 2001. The Operating Partnership expects to fund its maturing obligations and its future growth through issuance of secured or unsecured term notes, issuance of preferred stock, sale of properties, private placement solicitation of joint venture equity and other sources of capital.

ACQUISITION OF PROPERTIES

     During 2000 the Operating Partnership used borrowings pursuant to the line of credit and term note to acquire 5 properties comprising 0.2 million square feet from unaffiliated storage operators. These properties are located in existing markets in Alabama, Florida, Massachusetts, New York, and Texas. In 1999, 18 facilities totaling .9 million square feet were acquired. At December 31, 2000, the Operating Partnership owned and operated 222 facilities in 21 states and managed 8 others as part of a joint venture agreement.

DISPOSITION OF PROPERTIES

     During 2000 the Operating Partnership sold 7 properties for approximately $20 million, recognizing a gain of $2.1 million. The properties were sold to a joint venture in which the Operating Partnership retained a 45% interest, and whose properties the Operating Partnership will manage for an ongoing fee. The Operating Partnership invested $5 million of the proceeds in the venture to fund its 45% interest, and received a short-term promissory note of approximately $15 million. Upon repayment of the note, the Operating Partnership will use the proceeds to pay down its outstanding line of credit, freeing up working capital for future acquisition and development.

     The Operating Partnership will seek to sell additional properties to similar joint venture programs in 2001.

FUTURE ACQUISITION AND DEVELOPMENT PLANS

     The Operating Partnership's external growth strategy is to increase the number of facilities it owns by acquiring suitable facilities in markets in which it already has operations, or to expand in new markets by acquiring several facilities at once in those new markets.

     At December 31, 2000, the Operating Partnership had no contracts to acquire additional properties.

     The Operating Partnership will continue to pursue the acquisition of quality self-storage properties in markets where it already operates, and in strategic new markets where a substantial property base can be quickly established.

     The Operating Partnership also intends to expand and enhance certain of its existing facilities by building additional storage buildings on presently vacant land and by installing climate control and enhanced security systems at selected sites.

Distribution Requirements of the Company and Impact on the Operating Partnership

     As a REIT, the Company is not required to pay federal income tax on income that it distributes to its shareholders, provided that the amount distributed is equal to at least 95% of taxable income. These distributions must be made in the year to which they relate, or in the following year if declared before the Company files its federal income tax return, and if it is paid before the first regular dividend of the following year. The first distribution of 2001 may be applied toward the Company's 2000 distribution requirement. The Company's source of funds for such distributions are solely and directly from the Operating Partnership. As of January 1, 2001, the taxable income distribution requirement for REITs was reduced from 95% to 90%.

     As a REIT, the Company must derive at least 95% of its total gross income from income related to real property, interest and dividends. In 2000, the Company's percentage of revenue from such sources exceeded 97%, thereby passing the 95% test, and no special measures are expected to be required to enable the Company to maintain its REIT designation.

 

INTEREST RATE RISK

     As of December 31, 2000, the Operating Partnership has two outstanding interest rate cap agreements. Under the first agreement, which is based on a notional amount of $40 million, if the LIBOR rate exceeds 9%, the bank pays the Operating Partnership the rate in excess of 9% multiplied by the $40 million for the outstanding period. Under the second agreement, which is based on a notional amount of $75 million, if the LIBOR rate exceeds 8.25%, the bank pays the Operating Partnership the rate in excess of 8.25% multiplied by $75 million for the outstanding period.

     Based upon the Operating Partnership's indebtedness at December 31, 2000, and taking the interest rate cap agreements into account, a 1% increase in interest rates would result in an increase to interest expense of approximately $2.3 million.

INFLATION

     The Operating Partnership does not believe that inflation has had or will have a direct effect on its operations. Substantially all of the leases at the facilities allow for monthly rent increases, which provide the Operating Partnership with the opportunity to achieve increases in rental income as each lease matures.

SEASONALITY

     The Operating Partnership's revenues typically have been higher in the third and fourth quarter, primarily because the Operating Partnership increases its rental rates on most of its storage units at the beginning of May and, to a lesser extent, because self-storage facilities tend to experience greater occupancy during the late spring, summer and early fall months due to the greater incidence of residential moves during these periods. However, the Operating Partnership believes that its tenant mix, diverse geographic locations, rental structure and expense structure provide adequate protection against undue fluctuations in cash flows and net revenues during off-peak seasons. Thus, the Operating Partnership does not expect seasonality to affect materially distributions to unitholders.

 

 

UNITHOLDER INFORMATION

CORPORATE HEADQUARTERS
6467 Main Street
Buffalo, New York 14221
716-633-1850

SOVRAN'S WEBSITE
http://www.sovranss.com

FORM 10-K REPORT
A copy of the Operating Partnership's Annual Report on Form 10-K for the year ended December 31, 2000, filed with the Securities Exchange Commission, will be furnished to unitholders without charge upon written request. Please contact Christine M. Aguglia, 716-633-1850

INVESTOR RELATIONS
For more information or to receive Sovran's quarterly reports, please contact Diane M. Piegza, 716-633-1850

INDEPENDENT AUDITORS
Ernst & Young LLP
1400 Key Tower
Buffalo, New York 14202

 

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The information required is included in Item 7 under the heading Interest Rate Risk.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Balance Sheets - Sovran Acquisition Limited Partnership

 

December 31,

(Dollars in thousands)

2000    

1999    

Assets

 

 

Investment in storage facilities

 

 

     Land

$110,874 

$111,833 

     Building and equipment

451,847 

444,640 

 

562,721 

556,473 

     Less accumulated depreciation

(45,253)

(33,453)

 

________

________

Investment in storage facilities, net

517,468 

523,020 

Cash and cash equivalents

1,421 

1,032 

Accounts receivable

1,141 

1,159 

Receivable from related parties

2,007 

637 

Notes receivable from joint ventures

15,772 

Investment in joint ventures

4,033 

862 

Prepaid expenses and other assets

5,297 

3,009 

 

________

________

Total Assets

$547,139 

$529,719 

 

========

========

Liabilities

 

 

Line of credit

$124,000 

$123,000 

Term note

105,000 

75,000 

Accounts payable and accrued liabilities

4,393 

4,210 

Deferred revenue

3,221 

3,322 

Accrued distributions

7,472 

7,496 

Mortgage payable

2,223 

5,253 

 

________

________

Total Liabilities

246,309 

218,281 

 

 

 

Limited partners' capital interest

 

 

     (853,037 units in 2000 and 1999),

 

 

     at redemption value (Note 1)

16,954 

15,888 

 

 

 

Partners' Capital

 

 

General partner (219, 567

 

 

     Units issued and outstanding,

 

 

     in 2000 and 1999)

5,171 

5,283 

 

 

 

Limited partner (11,809,120 and

 

 

     12,079,596 units issued and

 

 

     Outstanding in 2000 and 1999,

 

 

     Respectively)

248,705 

260,267 

Preferred Partners (1,2000,000 Series B

 

 

     Preferred Units, at $25 liquidation

 

 

     Preference)

30,000 

30,000 

 

________

________

Total partners' capital

283,876 

295,550 

 

 

 

Total liabilities and

________

________

     Partners' capital

$547,139 

$529,719 

 

========

========

(See notes to financial statements.)

 

 

 

 

Sovran Acquisition Limited Partnership
Statements of Operations

\
Dollars in thousands, except per unit data)

Year Ended
December 31,
       2000      

Year Ended
December 31,
    1 999       

Year Ended
December 31,
        1998      

 

 

 

 

Revenues

 

 

 

Rental income

$88,208   

$82,387   

$68,231   

Interest and other income

2,141   

1,217   

1,129   

Gain on sale of real estate

2,161   

652   

-   

 

__________

__________

__________

Total revenues

92,510   

84,256   

69,360   

 

 

 

 

Expenses:

 

 

 

Property operations and

 

 

 

     Maintenance

19,329   

17,035   

13,793   

Real estate taxes

7,718   

7,238   

5,659   

General and administrative

5,786   

5,571   

4,849   

Interest

17,497   

13,927   

9,601   

Depreciation and

 

 

 

     Amortization

14,273   

13,138   

10,303   

Equity in losses of joint

 

 

 

     Ventures

           177   

               -   

               -   

Total expenses

      64,780   

     56,909   

     44,205   

Income before

 

 

 

     Extraordinary item

27,730   

27,347   

25,155   

Extraordinary loss on

 

 

 

     Extinguishment of debt

          (211)  

               -   

          (357)  

Net income

$27,519   

$27,347   

$24,798   

 

 

 

 

Distributions to preferred

 

 

 

     Unitholders

      (2,955)  

      (1,239)  

               -   

Net income available to

 

 

 

     Common unitholders

$24,564   

$26,108   

$24,798   

 

=========

=========

=========

Earnings per unit

 

 

 

     Before extraordinary

 

 

 

     Item-basic

$   1.92   

$   1.97   

$   1.94   

 

 

 

 

Extraordinary loss

$ (0.02)  

$        -   

$  (0.03)  

 

 

 

 

Earnings per unit-basic

$   1.90   

$   1.97   

$   1.91   

 

 

 

 

Earnings per unit-diluted

$   1.90   

$   1.97   

$   1.91   

 

 

 

 

Distributions declared per unit

$   2.30   

$   2.26   

$   2.20   

(See notes to financial statements.)

Sovran Acquisition Limited Partnership
Statements of Partners' Capital



(Dollars in thousands)

Sovran
Holdings, Inc.
General Partner

Sovran Self
Storage Inc.
Limited Partner


Preferred
Partners

Total
Partners'
Capital


Limited Partners'
Capital Interest

 

 

 

 

 

 

Balance January 1, 1998

$   5,257 

$  257,043 

$     -     

$  262,300 

$  14,454 

 

 

 

 

 

 

Proceeds from issuance of common stock

-   

538 

-     

538 

-     

Issuance of redeemable units for acquisition of
  storage facilities


- -   


- -   


- -     


- -   


11,367 

Issuance of common stock for acquisition of
  storage facilities


- -   


3,336 


- -     


3,336


- -     

Exercise of stock options

-   

362 

-     

362 

-     

Earned portion of restricted stock

-   

36 

-     

36 

-     

Purchase of treasury shares

-   

(1,990)

-     

(1,990)

-     

Net income

443 

23,097 

-     

23,540 

1,258 

Distributions

(483)

(26,585)

-     

(27,068)

(1,448)

Adjustment to reflect limited partners'
  redeemable capital at balance sheet date


      67 


    3,881 


     -     


    3,948 


   (3,948)

Balance December 31, 1998

5,284 

259,718 

-     

265,002 

21,683 

 

 

 

 

 

 

Proceeds from issuance of common stock

-   

6,435 

-     

6,435 

-     

Redemption of Partnership Units

-   

-   

-     

-   

(261)

Issuance of 9.85% Series B Preferred Units

-   

(1,415)

30,000 

28,585 

-     

Exercise of stock options

-   

169 

-     

169 

-     

Earned portion of restricted stock

-   

102 

-     

102 

-     

Purchase of treasury shares

-   

(6,454)

-     

(6,454)

-     

Deferred compensation

-   

22 

-     

22 

-     

Net income

427 

25,158 

-     

25,585 

1,762 

Distributions

(517)

(28,736)

-     

(29,253)

(1,939)

Adjustment to reflect limited partners'
  redeemable capital at balance sheet date


        89 


     5,268 


     -     


     5,357 


   (5,357)

Balance December 31, 1999

  5,283 

 260,267 

  30,000

 295,550 

  15,888 

 

 

 

 

 

 

Proceeds from issuance of common stock

-   

2,064 

-     

2,064 

-     

Earned portion of restricted stock

-   

137 

-     

137 

-     

Purchase of treasury shares

-   

(7,784)

-     

(7,784)

-     

Deferred compensation

-   

50 

-     

50 

-     

Net income

469 

25,238 

-     

25,707 

1,812 

Distributions

(559)

(30,073)

-     

(30,632)

(1,962)

Adjustment to reflect limited partners'
  redeemable capital at balance sheet date


       (22)


     (1,194)


      -     


     (1,216)


     1,216 

Balance December 31, 2000

$   5,171 

$ 248,705 

$  30,000 

$ 283,876 

$  16,954 

See notes to financial statements.

Sovran Acquisition Limited Partnership
Statements of Cash Flows of the Operating Partnership

 

Year Ended December 31,

(dollars in thousands)

2000

1999

1998

 

 

 

 

Operating Activities

 

 

 

Net income

$ 27,519 

$ 27,347 

$ 24,798

Adjustments to reconcile net income to net cash provided by
  operating activities:

 

 

 

Extraordinary loss

211 

-     

357 

Depreciation and amortization

14,273 

13,138 

10,303 

Gain on sale of real estate

(2,161)

(652)

-   

Equity in losses of joint ventures

177 

-     

-   

Restricted stock earned

137 

102 

36 

Changes in assets and liabilities:

 

 

 

Accounts receivable

20 

(73)

(812)

Fees receivable from joint venture

(711)

-     

-   

Prepaid expenses and other assets

(70)

73 

(51)

Accounts payable and other liabilities

203 

988 

483 

Deferred revenue

    (170)

    78 

     37 

 

 

 

 

Net cash provided by operating activities

39,428 

41,001 

35,151 

 

 

 

 

Investing Activities

 

 

 

Additions to storage facilities

(23,390)

(53,090)

(153,367)

Proceeds from sale of real estate

-   

2,302 

-   

Cash investment in joint ventures

(514)

(212)

(650)

Advances to related parties

(1,370)

(287)

(350)

Other assets

     -   

    (48)

    -   

 

 

 

 

Net cash used in investing activities

(25,274)

(51,335)

(154,367)

 

 

 

 

Financing Activities

 

 

 

Net proceeds from sale of common stock

2,064 

6,604 

900 

Net proceeds from sale of preferred stock

-   

28,585 

-   

Proceeds from line of credit

1,000 

11,000 

76,000 

Proceeds from term note

30,000 

-   

75,000 

Financing costs

(3,388)

-   

(1,824)

Distributions paid

(32,627)

(31,074)

(27,953)

Purchase of treasury stock

(7,784)

(6,454)

(1990)

Redemption of partnership units

-   

(261)

-   

Mortgage principal payments

  (3,030)

    (18)

    (500)

 

 

 

 

Net cash provided by financing activities

 (13,765)

  8,382 

119,633 

Net (decrease) increase in cash

389 

(1,952)

417 

Cash at beginning of period

  1,032 

   2,984 

   2,567 

Cash at end of period

$  1,421 

$  1,032 

$  2,984 

 

 

 

 

Supplemental cash flow information

 

 

 

Cash paid for interest

$  16,948 

$  13,966

$  9,024

Notes receivable from sale of storage facilities to joint venture

15,000 

-   

-   

Investment in joint venture received as part of sale of storage facilities

2,834 

-   

-   

Storage facilities acquired through issuance of Operating Partnership
  Units and Common Stock


- -   


- -   


14,703 

Storage facilities acquired through assumption of mortgage

-   

2,212 

-   

Fair value of net liabilities assumed on the acquisition of
  storage facilities


83 


463 


1,458 

Distributions declared but unpaid at December 31, 2000, 1999 and 1998 were $7,472, $7,496, and $7,378, respectively.

 

 

See notes to financial statements.

 

 

 

 

 

NOTES TO FINANCIAL STATEMENTS
Sovran Acquisition Limited Partnership - December 31, 2000

1.  ORGANIZATION

     Sovran Acquisition Limited Partnership (the "Operating Partnership") is the entity through which Sovran Self Storage, Inc. (the "Company"), a self-administered and self-managed real estate investment trust ("REIT"), conducts substantially all of its business and owns substantially all of its assets. In 1995, the Company was formed under Maryland law and the Operating Partnership was organized as a Delaware limited partnership to continue and to expand the self-storage operations of the Company's privately owned predecessor organizations. On June 26, 1995, the Company commenced operations, through the Operating Partnership, effective with the completion of its initial public offering of 5,890,000 shares. At December 31, 2000, the Operating Partnership owned 222 self-storage properties in 21 states. The Operating Partnership also manages 8 properties under an agreement with a joint venture that is 45% owned by the Company.

     As of December 31, 2000, the Company was a 93.38% economic owner of the Operating Partnership and controls it through Sovran Holdings, Inc. ("Holdings"), a wholly owned subsidiary of the Company incorporated in Delaware and the sole general partner of the Operating Partnership (this structure is commonly referred to as an umbrella partnership REIT or "UPREIT"). The board of directors of Holdings, the members of which are also members of the Board of Directors of the Company, manages the affairs of the Operating Partnership by directing the affairs of Holdings. The Company's limited partner and indirect general partner interests in the Operating Partnership entitle it to share in cash distributions from, and in the profits and losses of, the Operating Partnership in proportion to its ownership interest therein and entitle the Company to vote on all matters requiring a vote of the limited partners.

     The other limited partners of the Operating Partnership are persons who contributed their direct or indirect interests in certain self-storage properties to the Operating Partnership. The Operating Partnership is obligated to redeem each unit of limited partnership ("Unit") at the request of the holder thereof for cash equal to the fair market value of a share of the Company's common stock ("Common Shares") at the time of such redemption, provided that the Company at its option may elect to acquire any Unit presented for redemption for one Common Share or cash. The Company presently anticipates that it will elect to issue Common Shares to acquire Units presented for redemption, rather than paying cash. With each such redemption the Company's percentage ownership interest in the Operating Partnership will increase. In addition, whenever the Company issues Common Shares, the Company is obligated to contribute any net proceeds therefrom to the Operating Partnership and the Operating Partnership is obligated to issue an equivalent number of Units to the Company. Such limited partners' redemption rights are reflected in "limited partners' capital interest" in the accompanying balance sheets at the cash redemption amount at the balance sheet date. Capital activity with regard to such limited partners' redemption rights is reflected in the accompanying statements of partners' capital.

 

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents:  The Operating Partnership considers all highly liquid debt instruments purchased with maturity of three months or less to be cash equivalents.

Revenue and Expense Recognition:  Rental income is recorded when earned. Rental income received prior to the start of the rental period is included in deferred revenue. Advertising costs are expensed as incurred and for the years ended December 31, 2000, 1999, and 1998 were $1.4 million, $.4 million and $.3 million, respectively.

Interest and Other Income:  Other income consists primarily of interest income, sales of storage-related merchandise (locks and packing supplies), management fees, and commissions from truck rentals.

Investment in Storage Facilities:  Storage facilities are recorded at cost. Depreciation is computed using the straight-line method over estimated useful lives of forty years for buildings and improvements, and five to twenty years for furniture, fixtures and equipment. Expenditures for significant renovations or improvements which extend the useful life of assets are capitalized. Repair and maintenance costs are expensed as incurred.

     Whenever events or changes in circumstances indicate that the basis of the Operating Partnership's property may not be recoverable, the Operating Partnership's policy is to assess any impairment of value. Impairment is evaluated based upon comparing the sum of the expected undiscounted future cash flows to the carrying value of the property; on a property by property basis. If the sum of the cash flow is less than the carrying amount, an impairment loss is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. At December 31, 2000 and 1999, no assets had been determined to be impaired under this policy, and, accordingly, this policy had no impact on the Operating Partnership's financial position or results of operations.

Prepaid Expenses and Other Assets:  Included in prepaid expenses and other assets are prepaid expenses and intangible assets. The intangible assets at December 31, 2000, consist primarily of loan acquisition costs of approximately $3,388, net of accumulated amortization of approximately $177; and covenants not to compete of $785, net of accumulated amortization of $728. Loan acquisition costs are amortized over the terms of the related debt; and the covenants are amortized over the contract periods. Amortization expense was $921, $879 and $541 for the periods ended December 31, 2000, 1999 and 1998, respectively.

Income Taxes:  No provision has been made for income taxes in the accompanying financial statements since the Operating Partnership qualifies as a partnership for federal and state income tax purposes and its partners are required to include their respective shares of profits and losses in their income tax returns.

Reclassification:  Certain amounts from the 1999 financial statements have been reclassified to conform with the current year presentation.

Use of Estimates:  The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Effect of New Accounting Pronouncement:  In June 1998, the Financial Accounting Standards Board (FASB) issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133 establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. It requires that an entity recognize as either assets or liabilities in the balance sheet and measure those instruments at fair value. The intended use of the derivatives and its designation as either (1) a hedge of the exposure to changes in the fair value of a recognized asset or liability or a firm commitment (a fair value hedge), (2) a hedge of the exposure to variable cash flows of a forecasted transaction (a cash flow hedge), or (3) a hedge of the foreign currency exposure of a net investment in a foreign operation (a foreign currency hedge), will determine when the gains or losses on the derivatives are to be reported in earnings and when they are to be reported as a component of other comprehensive income.

This new standard must be adopted for year 2001 financial reporting. At December 31, 2000, the Operating Partnership did not have any material transactions that would require reporting under "Accounting for Derivative Instruments and Hedging Activities. "

3.  EARNINGS PER UNIT

     The Operating Partnership reports earnings per unit data in accordance with Statement of Financial Accounting Standards No. 128, "Earnings Per Share." In computing earnings per unit, the Operating Partnership excludes preferred stock dividends from net income to arrive at net income available to common unitholders. The following table sets forth the computation of basic and diluted earnings per unit.


(Amounts in thousands,
except per unit data)

Year Ended  
December 31,
    2000     

Year Ended  
December 31,
      1999    

Year Ended  
December 31,
       1998   

 

 

 

 

Numerator:

 

 

 

  Net Income available
  to common unitholders


$  24,564 


$  26,108 


$  24,798 

 

 

 

 

Denominator:

 

 

 

  Denominator for basic earnings
  per unit - weighted average units


12,920 


13,267 


12,948 

 

 

 

 

Effect of Dilutive Securities:

 

 

 

  Options for Company stock
  Denominator for diluted earnings per unit -   adjusted weighted - average units and   assumed conversion




12,921 




13,270 

38 


12,986 

 

 

 

 

Basic Earnings per Common Unit

$   1.90 

$   1.97 

$   1.91 

Diluted Earnings per Common Unit

$   1.90 

$   1.97 

$   1.91 

 

4.  INVESTMENT IN STORAGE FACILITIES

The following summarizes activity in storage facilities during the years ended December 31, 2000 and December 31, 1999.

(Dollars in thousands)

2000

1999

 

 

 

Cost:

 

 

  Beginning balance

$ 556,473 

$ 502,502 

  Property acquisitions

11,239 

45,811 

  Improvements and equipment additions

12,228 

9,959 

  Dispositions

  (17,219)

  (1,799)

 

 

 

Ending balance

$ 562,721 

$ 556,473 

 

 

 

Accumulated Depreciation:

 

 

  Beginning balance

$  33,453 

$   21,339 

  Additions during the year

13,352 

12,259 

  Dispositions

   (1,552)

    (145)

 

 

 

Ending balance

$  45,253 

$   33,453 

 

5.  UNSECURED LINE OF CREDIT AND TERM NOTE

     In November 2000, the Operating Partnership entered into a $255 million unsecured credit facility which replaced in their entirety the Operating Partnership's $150 million credit facility and $75 million term note. The new facility consists of a $150 million revolving line of credit through November 2003 at LIBOR plus 1.375%, a $75 million term loan through November 2003 (extendable, at the Operating Partnership's option to November 2005) at LIBOR plus 1.75%, and a $30 million term loan through November 2001 at LIBOR plus 1.375%. The weighted average interest rate at December 31, 2000 on the Operating Partnership's credit facility was approximately 8.2% (7.2% at December 31, 1999). At December 31, 2000, there was $26 million available on the line of credit.

     The Operating Partnership recorded an extraordinary loss on the extinguishment of debt of $211,000 and $357,000 in 2000 and 1998, representing the unamortized financing costs of credit facilities that were terminated.

     As of December 31, 2000, the Operating Partnership has two outstanding interest rate cap agreements. Under the first agreement, which is based on a notional amount of $40 million, if the LIBOR rate exceeds 9%, the bank pays the Operating Partnership the rate in excess of 9% multiplied by the $40 million for the outstanding period. Under the second agreement, which is based on a notional amount of $75 million, if the LIBOR rate exceeds 8.25%, the bank pays the Operating Partnership the rate in excess of 8.25% multiplied by $75 million for the outstanding period.

     The net carrying amount of the Operating Partnership's debt instruments approximates fair value.

6.  PRO FORMA FINANCIAL INFORMATION (UNAUDITED)

     The following unaudited pro forma information shows the results of operations as though the acquisitions and dispositions of storage facilities in 2000 and 1999, and the preferred stock offering in 1999 had all occurred as of the beginning of 1999.

 

Year ended December 31,

(Dollars in thousands, except unit data)

2000

1999

 

 

 

Total revenues

$  87,581 

$  84,959 

 

 

 

Total expenses

(63,704)

(61,852)

 

 

 

Income before extraordinary loss

23,877 

23,107 

 

 

 

Net Income

$  23,666 

$  23,107 

 

 

 

Net income available to common unitholders

$  20,711 

$  20,152 

 

 

 

Earnings per common unit before
  extraordinary loss - basic


$    1.62 


$    1.56 

 

 

 

Earnings per common unit - basic

$    1.60 

$    1.56 

 

 

 

Earnings per common unit - diluted

$    1.60 

$    1.56 

 

 

 

Common units used in basic earnings per unit
  calculation


12,881,724 


12,881,724

 

     Such unaudited pro forma information is based upon the historical consolidated statements of operations of the Operating Partnership. It should be read in conjunction with the financial statements of the Operating Partnership and notes thereto. In management's opinion, all adjustments necessary to reflect the effects of these transactions have been made. This unaudited pro forma statement does not purport to represent what the actual results of operations of the Operating Partnership would have been assuming such transactions had been completed as set forth above, nor does it purport to represent the results of operations for future periods.

7.  STOCK OPTIONS

     The Operating Partnership accounts for Company stock-based compensation using the measurement prescribed by APB Opinion No. 25 which does not recognize compensation expense because the number of stock options granted is fixed and the exercise price of the stock options equals the market price of the underlying stock on the date of grant. Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation," requires companies that choose not to adopt the new fair value accounting rules to disclose pro forma net income and earnings per unit under the new method. The Operating Partnership will issue a Unit to the Company for each common share of the Company issued under the following plans.

     The Company has established the 1995 Award and Option Plan (the Plan) for the purpose of attracting and retaining the Company's executive officers and other employees. The options vest ratably over four and five years, and must be exercised within ten years from the date of grant. The exercise price for qualified incentive stock options must be at least equal to the fair market value at the date of grant. As of December 31, 2000, options for 577,550 shares were outstanding under the Plan. The total options available under the Plan (including restricted stock issuances is 900,000.

     The Company also established the 1995 Outside Directors' Stock Option Plan (the Non-employee Plan) for the purpose of attracting and retaining the services of experienced and knowledgeable outside directors. The Non-employee Plan provides for the annual granting of options to purchase 3,000 shares of common stock to each eligible director. Such options vest over a one-year period for initial awards and immediately upon subsequent grants. The total shares reserved under the Non-employee Plan is 100,000. The exercise price for options granted under the Non-employee Plan is equal to fair market value at date of grant. As of December 31, 2000, options for 61,500 shares were outstanding under the Non-employee Plan.

     The fair value for these options was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions: risk-free interest rate of 6.5% in 2000, 7.0% for 1999 and 5.5% for 1998, dividend yield of 11% for 2000, 10% for 1999 and 8% for 1998, volatility factor of the expected market price of the Company's common stock of .21 for 2000 and 1999, and .19 for 1998. The average fair value of options granted was $.90 in 2000, $1.76 in 1999 and $2.05 in 1998.

     The Black-Scholes options valuation model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Company's employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options.

     For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options' vesting period. The Operating Partnership's pro forma information for the year ended December  31, 2000, 1999 and 1998 follows (in thousands, except for earnings per unit information).

 

2000

1999

1998

 

 

 

 

Pro forma net income available to common
  unitholders


$ 24,454 


$ 26,001 


$ 24,640 

Pro forma earnings per share:

 

 

 

  Basic

$     1.89 

$     1.96 

$     1.90 

  Diluted

$     1.89 

$     1.96 

$     1.90 

     The Company has also issued 35,475 shares of restricted stock to employees which vest over a four and five year periods. The fair market value of the restricted stock on the date of grant ranged from $20.38 to $29.19. The Company charges unearned restricted stock, a component of shareholders' equity, for the market value of shares as they are issued. The unearned portion is then amortized and charged to expense over the vesting period.

 

A summary of the Company's stock option activity and related information for the years ended December 31 follows:

 

 

          2000         

         1999          

            1998         

 



Options

Weighted
Average
exercise price  



Options

Weighted
average
exercise price  



Options

Weighted
average
exercise price 

 

 

 

 

 

 

 

Outstanding at beginning of year:


433,050 


$  25.32   


387,600 


$  25.99    


295,250 


$  25.36   

 

 

 

 

 

 

 

Rented

212,000 

19.19   

58,200 

27.18    

110,350 

27.91    

Exercised

-   

-     

(6,750)

23.00    

(15,750)

23.00    

Forfeited

(6,000)

19.06   

(6,000)

30.62    

(2,250)

23.00    

 

 

 

 

 

 

 

Outstanding at end of year


639,050 


$  23.67   


433,050 


$  25.32    


387,600 


$  25.99    

 

 

 

 

 

 

 

Exercisable at end of year


328,743 


$  24.24   


305,910 


$  24.27    


208,500 


$  24.19    

 

 

 

 

 

 

 

Exercise prices for options outstanding as of December 31, 2000 ranged from $19.07 to $29.66. The weighted average remaining contractual life of those options is 6.95 years.

8.  RETIREMENT PLAN

     Employees of the Operating Partnership qualifying under certain age and service requirements are eligible to be a participant in a 401(K) Plan which was effective September 1, 1997. The Operating Partnership contributes to the Plan at the rate of 50% of the first 4% of gross wages. Total expense to the Operating Partnership was approximately $60,000, $56,000 and $53,000 for the year ended December 31, 2000, 1999 and 1998, respectively.

9.  SHAREHOLDER RIGHTS PLAN

     In November 1996, the Company adopted a Shareholder Rights Plan and declared a dividend distribution of one Right for each outstanding share of common stock. Under certain conditions, each Right may be exercised to purchase one one-thousandth of a share of Series A Junior Participating Preferred Stock at a purchase price of $75, subject to adjustment. The Rights will be exercisable only if a person or group has acquired 10% or more of the outstanding shares of common stock, or following the commencement of a tender or exchange offer for 10% or more of such outstanding shares of common stock. If a person or group acquires more than 10% of the then outstanding shares of common stock, each Right will entitle its holder to receive, upon exercise, common stock having a value equal to two times the exercise price of the Right. In addition, if the Company is acquired in a merger or other business combination transaction, each Right will entitle its holder to purchase that number of the acquiring Company's common shares having a market value of twice the Right's exercise price. The Company will be entitled to redeem the Rights at $.01 per Right at any time prior to the earlier of the expiration of the Rights in November 2006 or the time that a person has acquired a 10% position. The Rights do not have voting or dividend rights, and until they become exercisable, have no dilutive effect on the Operating Partnership's earnings.

10.  INVESTMENT IN JOINT VENTURES

     Investment in joint ventures includes an ownership interest in Locke Sovran I, LLC, which operates 8 self storage facilities throughout the United States, and an ownership interest in Iskalo Office Holdings, LLC, which owns the building that houses the Operating Partnership's headquarters and other tenants.

     In December 2000, the Operating Partnership contributed seven self-storage properties to Locke Sovran I, LLC with a fair market value of $19.8 million, in exchange for a $15 million 1 year note receivable bearing interest at LIBOR plus 1.75%, and a 45% interest in Locke Sovran I, LLC. This transaction resulted in a gain on the disposal of the properties of approximately $4.3 million; $1.9 million of this gain is deferred as a result of the Operating Partnership's continuing ownership interest in Locke Sovran I, LLC, as such the initial investment was recorded at $3.1 million. The deferred gain will be amortized over the life of the properties, consistent with the depreciation expense recorded by Locke Sovran I, LLC. For the year ended December 31, 2000, the Operating Partnership's share of Locke Sovran I, LLC's loss was $58,000.

     The Operating Partnership also has a 49% ownership interest in Iskalo Office Holdings, LLC at December 31, 2000. The majority of the $1 million investment relates to interest bearing loans made by the Operating Partnership to the joint venture. For the year ended December 31, 2000, the Operating Partnership's share of Iskalo Office Holdings, LLC's loss was $119,000.

11.  PREFERRED STOCK

     On July 30, 1999, the Company issued 1,200,000 shares of 9.85% Series B Cumulative Redeemable Preferred Stock. The offering price was $25 per share resulting in net proceeds of $28.8 million after expenses. The Series B Preferred Stock is not redeemable until on or after July 30, 2004, after which time the Company may redeem the shares at $25.00 per share ($30,000,000 aggregate), plus any accrued and unpaid dividends. The shares may be redeemed only with the proceeds of certain sales of equity securities. Dividends on the Series B Preferred Stock are cumulative from the date of original issue and are payable quarterly in arrears on the last day of each March, June, September, and December at a rate of $2.4625 per annum per share.

     Holders of the Series B Preferred Stock generally have no voting rights. However, if the Company does not pay dividends on the Series B shares for six or more quarterly periods (whether or not consecutive), the holders of the shares, voting as a class with the holders of any other class or series of stock with similar voting rights, will be entitled to vote for the election of two additional directors to serve on the Board of Directors until all Series B dividends are paid.

 

12.  SUPPLEMENTARY QUARTERLY FINANCIAL DATA (UNAUDITED)

     The following is a summary of quarterly results of operations for the years ended December 31, 2000 and 1999 (dollars in thousands, except per unit data).

 

2000 Quarter Ended

 

March 31

June 30

Sept. 30

Dec. 31

 

 

 

 

 

Revenues

$ 21,798 

$ 22,289 

$ 23,486 

$ 24,937 

Income before extraordinary loss

$   6,219 

$   6,408 

$   6,632 

$   8,471 

Net income

$   6,219 

$   6,408 

$   6,632 

$   8,260 

Net income available to common
  unitholders


$   5,480 


$   5,669 


$   5,893 


$   7,522 

Net income per common unit
  Before extraordinary loss - basic


$     0.42 


$     0.44 


$     0.46 


$     0.60 

  Basic

$     0.42 

$     0.44 

$     0.46 

$     0.58 

  Diluted

$     0.42 

$     0.44 

$     0.46 

$     0.58 

 

 

1999 Quarter Ended

 

March 31

June 30

Sept. 30

Dec. 31

 

 

 

 

 

Revenues

$ 19,451 

$ 20,605 

$ 22,570 

$ 21,630 

Net income

$   6,263 

$   6,595 

$   8,177 

$   6,312 

Net income available to common
  unitholders


$   6,263 


$   6,595 


$   7,676 


$   5,574 

Net income per common unit

 

 

 

 

  Basic

$     0.47 

$     0.50 

$     0.57 

$     0.43 

  Diluted

$     0.47 

$     0.50 

$     0.57 

$     0.43 

 

 

 

13.  COMMITMENTS AND CONTINGENCIES

     The Operating Partnership's current practice is to conduct environmental investigations in connection with property acquisitions. At this time, the Operating Partnership is not aware of any environmental contamination of any of its facilities which individually or in the aggregate would be material to the Operating Partnership's overall business, financial condition, or results of operations.

14.  LEGAL PROCEEDINGS

     A former business associate (Plaintiff) of certain officers and directors of the Company, including Robert J. Attea, Kenneth F. Myszka, David L. Rogers and Charles E. Lannon, commenced a lawsuit against the Company on June 13, 1995 in the United States District Court for the Northern District of Ohio. The Plaintiff subsequently amended the complaint in the lawsuit alleging breach of fiduciary duty, breach of contract, breach of general partnership/joint venture arrangement, breach of duty of good faith, fraud and deceit, and other causes of action including declaratory judgment as to the Plaintiff's continuing interest in the Company. The Plaintiff sought money damages in excess of $15 million, as well as punitive damages and declaratory and injunctive relief (including the imposition of a constructive trust on assets of the Company in which the Plaintiff claimed to have a continuing interest) and an accounting. The amended complaint also added Messrs. Attea, Myszka, Rogers and Lannon as additional defendants. In April 2000, following trial, the jury rendered a verdict adverse to the Company with respect to Plaintiff's claims for breach of contract and breach of general partnership/joint venture arrangement and found total compensatory damages in the amount of $6,462,068. Messrs. Attea, Myszka, Rogers and Lannon have agreed to indemnify the Company for costs and any loss arising from the lawsuit and their obligation to do so is secured by an escrow arrangement covering shares of the Company's common stock owned by them having a current value substantially in excess of the amount of the damages found by the jury. The Company has filed a post-trial motion for judgment as a matter of law and a motion for a new trial. In the event that the relief sought by these motions is not granted, the Company intends to appeal. In view of the indemnification agreement and escrow agreement, the Operating Partnership does not believe that the lawsuit will have a material adverse effect upon the Company.

15.  INTERNAL PROPERTY ACQUISITION COSTS

     On March 19, 1998 the Financial Accounting Standards Board Emerging Issues Task Force reached a consensus as to the accounting for internal acquisition costs incurred in connection with real property. The Task Force consensus indicates that internal costs related to the acquisition of operating properties should be expensed as incurred. The Operating Partnership had previously capitalized such costs and has complied with the consensus prospectively. The amount of such costs capitalized in 1998 (through the date of the pronouncement) was $238,000.

 

Report of Independent Auditors


The Board of Directors and Partners
Sovran Acquisition Limited Partnership:

     We have audited the accompanying balance sheets of Sovran Acquisition Limited Partnership as of December 31, 2000 and 1999 and the related statements of operations, partners' capital and cash flows for each of the three years in the period ended December 31, 2000. Our audit also included the financial statement schedule listed in the Index at Item 14(a). These financial statements and schedule are the responsibility of the management of Sovran Acquisition Limited Partnership. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

     We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

     In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Sovran Acquisition Limited Partnership as of December 31, 2000 and 1999, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2000, in conformity with accounting principles generally accepted in the United States. Also in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

Ernst & Young LLP
Buffalo, New York
February 2, 2001

 

 

 

 

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

                None

 

Part III

Item 10.

Directors and Executive Officers of the Registrant

     Through Holdings, a wholly-owned subsidiary of the Company and the sole general partner of the Operating Partnership, the Company controls the Operating Partnership. The Board of Directors of Holdings, the members of which are the same as the members of the Board of Directors of the Company, manages the affairs of the Operating Partnership by directing the affairs of the general partner of the Operating Partnership. The Operating Partnership has no directors, or executive officers. Consequently, this information incorporated by reference reflects information with respect to the directors and executive officers of the Company and Holdings.

     The information required is incorporated by reference to "Election of Directors", including "Executive Officers of the Company" and "Section 16(a) Beneficial Ownership Reporting Compliance" in the Company's Proxy Statement for the Annual Meeting of Shareholders of the Company to be held on May 17, 2001.

Item 11.

Executive Compensation

     Through Holdings, a wholly-owned subsidiary of the Company and the sole general partner of the Operating Partnership, the Company controls the Operating Partnership. The Board of Directors of Holdings, the members of which are the same as the members of the Board of Directors of the Company, manages the affairs of the Operating Partnership by directing the affairs of the general partner of the Operating Partnership. The Directors and Officers of Holdings receive their compensation from the Company and are not separately compensated by Holdings. Consequently, the information incorporated by reference reflects compensation paid to the Directors and executive officers of the Company.

     The information required is incorporated by reference to "Executive Compensation" and "Compensation of Directors" in the Company's Proxy Statement for Annual Meeting of Shareholders of the Company to be held May 17, 2001.

Item 12.

Security Ownership of Certain Beneficial Owners and Management

     The Operating Partnership has no directors or officers. No director or officer of the Company or Holdings beneficially owns any Units.

     The Company beneficially owns 12,028,687 Units which constitute 93.38% of all outstanding Units. No other person holds more than a 5% beneficial ownership in the Operating Partnership.

     The information required herein for the Company is incorporated by reference to "Security Ownership of Certain Beneficial Owners and Management" in the Proxy Statement for Annual Meeting of Shareholders of the Company to be held on May 17, 2001.

 

RECENT SALES OF UNREGISTERED SECURITIES

     During 2000, the Operating Partnership issued Units in private placements in reliance on the exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, in the amounts and for the consideration set forth below:

 

 

-

On January 21, 2000, in connection with the Sovran Self Storage, Inc. Dividend Reinvestment and Stock Purchase Plan, the Company transferred $700,574 to the Operating Partnership in exchange for 37,233 Units.

-

On February 22, 2000, in connection with the Sovran Self Storage, Inc. Dividend Reinvestment and Stock Purchase Plan, the Company transferred $7,020 to the Operating Partnership in exchange for 372 Units.

-

On March 22, 2000, in connection with the Sovran Self Storage, Inc. Dividend Reinvestment and Stock Purchase Plan, the Company transferred $18,349 to the Operating Partnership in exchange for 978 Units.

-

On April 20, 2000, in connection with the Sovran Self Storage, Inc. Dividend Reinvestment and Stock Purchase Plan, the Company transferred $49,914 to the Operating Partnership in exchange for 2,585 Units.

-

On May 22, 2000, in connection with the Sovran Self Storage, Inc. Dividend Reinvestment and Stock Purchase Plan, the Company transferred $35,069 to the Operating Partnership in exchange for 1,759 Units.

-

On June 22, 2000, in connection with the Sovran Self Storage, Inc. Dividend Reinvestment and Stock Purchase Plan, the Company transferred $36,225 to the Operating Partnership in exchange for 1,766 Units.

-

On June 27, 2000, in connection with the Sovran Self Storage, Inc. 1995 Award and Option Plan, the Operating Partnership issued 17,075 Units to the Company.

-

On July 21, 2000, in connection with the Sovran Self Storage, Inc. Dividend Reinvestment and Stock Purchase Plan, the Company transferred $529,458 to the Operating Partnership in exchange for 24,374 Units.

-

On August 21, 2000, in connection with the Sovran Self Storage, Inc. Dividend Reinvestment and Stock Purchase Plan, the Company transferred $10,961 to the Operating Partnership in exchange for 553 Units.

-

On September 22, 2000, in connection with the Sovran Self Storage, Inc. Dividend Reinvestment and Stock Purchase Plan, the Company transferred $15,288 to the Operating Partnership in exchange for 790 Units.

-

On October 20, 2000, in connection with the Sovran Self Storage, Inc. Dividend Reinvestment and Stock Purchase Plan, the Company transferred $518,098 to the Operating Partnership in exchange for 26,980 Units.

-

On November 22, 2000, in connection with the Sovran Self Storage, Inc. Dividend Reinvestment and Stock Purchase Plan, the Company transferred $84,756 to the Operating Partnership in exchange for 4,691 Units.

-

On December 22, 2000, in connection with the Sovran Self Storage, Inc. Dividend Reinvestment and Stock Purchase Plan, the Company transferred $129,966 to the Operating Partnership in exchange for 6,867 Units.

Item 13.

Certain Relationship and Related Transactions

     The information required herein is incorporated by reference to "Certain Transactions" in the Company's Proxy Statement for the Annual Meeting of Shareholders to be held on May 17, 2001.

Part IV

Item 14.

Exhibits, Financial Statement Schedules, and Reports on Form 8-K

 

(a)

Documents filed as part of this Annual Report on Form 10-K:

 

 

 

1.

The following consolidated financial statements of Sovran Acquisition Limited Partnership are included in Item 8.

 

(i)

Balance Sheets for Years Ended December 31, 2000 and 1999.

 

(ii)

Statements of Operations for Years Ended December 31, 2000, 1999, and 1998.

 

(iii)

Statements of Partners' Capital of the for Years Ended December 31, 2000, 1999, and 1998.

 

(iv)

Statements of Cash Flows for Years Ended December 31, 2000, 1999, and 1998.

 

(v)

Notes to Financial Statements.

 

 

 

2.

The following financial statement schedule as of the period ended December 31, 2000 is included in this Annual Report on From 10-K.

 

 

 

Schedule III Real Estate and Accumulated Depreciation.

      All other financial schedules are omitted because they are inapplicable, not required, or the information is included elsewhere in the financial statements or the notes thereto.

3.

Exhibits - See the Exhibit Index beginning on page 53 of this Annual Report on Form 10-K.

 

(b)

Reports on Form 8-K.
    None.

Sovran Acquisition Limited Partnership

Schedule III
Combined Real Estate and Accumulated Depreciation
(in thousands)
December 31, 2000

 



Initial
                      Cost to Company               

Cost
Capitalized
Subsequent to
Acquisition



Gross Amount at Which
               Carried at Close of Period              

 

 

 

 

 

 

 

 

 

 

 

 



Description



ST



Land  

Building,
Equipment and
Improvements

Building,
Equipment and
Improvements



Land  

Building,
Equipment and
Improvements



Total  


Accumulated
Depreciation



Acquired

 

 

 

 

 

 

 

 

 

 

Boston-Metro I

MA

$    363

$  1,679

$   147

$   363

$  1,826

$  2,189

$   259

6/26/95

Boston-Metro II

MA

680

1,616

123

680

1,739

2,419

243

6/26/95

E. Providence

RI

345

1,268

120

345

1,388

1,733

197

6/26/95

Charleston I

SC

416

1,516

138

416

1,654

2,070

251

6/26/95

Lakeland I

FL

397

1,424

120

397

1,544

1,941

219

6/26/95

Charlotte

NC

308

1,102

172

308

1,274

1,582

168

6/26/95

Tallahassee I

FL

770

2,734

1,277

770

4,011

4,781

459

6/26/95

Youngstown

OH

239

1,110

186

239

1,296

1,535

200

6/26/95

Cleveland-Metro I

OH

179

836

308

179

1,144

1,323

146

6/26/95

Cleveland-Metro II

OH

701

1,659

112

701

1,771

2,472

261

6/26/95

Tallahassee II

FL

204

734

209

204

943

1,147

131

6/26/95

Pt. St. Lucie

FL

395

1,501

194

395

1,695

2,090

265

6/26/95

Deltona

FL

483

1,752

321

483

2,073

2,556

284

6/26/95

Middletown

NY

224

808

457

224

1,265

1,489

151

6/26/95

Buffalo I

NY

423

1,531

771

497

2,228

2,725

306

6/26/95

Rochester I

NY

395

1,404

75

395

1,479

1,874

202

6/26/95

Salisbury

MD

164

760

211

164

971

1,135

126

6/26/95

New Bedford

MA

367

1,325

204

367

1,529

1,896

223

6/26/95

Fayetteville

NC

853

3,057

119

853

3,176

4,029

443

6/26/95

Allentown

PA

199

921

785

203

1,702

1,905

173

6/26/95

Jacksonville I

FL

152

728

202

152

930

1,082

150

6/26/95

Columbia I

SC

268

1,248

47

268

1,295

1,563

187

6/26/95

Rochester II

NY

230

847

154

234

997

1,231

140

6/26/95

Savannah I

GA

463

1,684

322

463

2,006

2,469

268

6/26/95

Greensboro

NC

444

1,613

153

444

1,766

2,210

249

6/26/95

Raleigh I

NC

649

2,329

174

649

2,503

3,152

344

6/26/95

New Haven

CT

387

1,402

358

387

1,760

2,147

220

6/26/95

Atlanta-Metro I

GA

844

2,021

274

844

2,295

3,139

316

6/26/95

Atlanta-Metro II

GA

302

1,103

131

303

1,233

1,536

192

6/26/95

Buffalo II

NY

315

745

186

315

931

1,246

131

6/26/95

Raleigh II

NC

321

1,150

214

321

1,364

1,685

190

6/26/95

Columbia II

SC

361

1,331

106

374

1,424

1,798

220

6/26/95

Columbia III

SC

189

719

144

189

863

1,052

140

6/26/95

Columbia IV

SC

488

1,188

180

488

1,368

1,856

209

6/26/95

Atlanta-Metro III

GA

430

1,579

140

430

1,719

2,149

264

6/26/95

Orlando I

FL

513

1,930

181

513

2,111

2,624

317

6/26/95

Spartanburg

SC

331

1,209

108

331

1,317

1,648

187

6/26/95

Sharon

PA

194

912

224

194

1,136

1,330

162

6/26/95

Ft. Lauderdale

FL

1,503

3,619

241

1,503

3,860

5,363

558

6/26/95

West Palm I

FL

398

1,035

94

398

1,129

1,527

184

6/26/95

Atlanta-Metro IV

GA

423

1,015

149

424

1,163

1,587

172

6/26/95

Atlanta-Metro V

GA

483

1,166

119

483

1,285

1,768

191

6/26/95

Atlanta-Metro VI

GA

308

1,116

193

308

1,309

1,617

212

6/26/95

Atlanta-Metro VII

GA

170

786

125

174

907

1,081

144

6/26/95

Atlanta-Metro VIII

GA

413

999

280

413

1,279

1,692

194

6/26/95

Baltimore I

MD

154

555

115

154

670

824

101

6/26/95

Baltimore II

MD

479

1,742

468

479

2,210

2,689

286

6/26/95

Augusta I

GA

357

1,296

116

357

1,412

1,769

198

6/26/95

Macon I

GA

231

1,081

77

231

1,158

1,389

175

6/26/95

Melbourne I

FL

883

2,104

1,148

883

3,252

4,135

388

6/26/95

Newport News

VA

316

1,471

205

316

1,676

1,992

252

6/26/95

Pensacola I

FL

632

2,962

270

651

3,213

3,864

473

6/26/95

Augusta II

GA

315

1,139

147

315

1,286

1,601

187

6/26/95

Hartford-Metro I

CT

715

1,695

379

715

2,074

2,789

259

6/26/95

Atlanta-Metro IX

GA

304

1,118

358

304

1,476

1,780

196

6/26/95

Alexandria

VA

1,375

3,220

179

1,375

3,399

4,774

465

6/26/95

Pensacola II

FL

244

901

143

244

1,044

1,288

182

6/26/95

Melbourne II

FL

834

2,066

122

834

2,188

3,022

361

6/26/95

Hartford-Metro II

CT

234

861

70

234

931

1,165

132

6/26/95

Atlanta-Metro X

GA

256

1,244

87

256

1,331

1,587

208

6/26/95

Norfolk I

VA

313

1,462

383

313

1,845

2,158

226

6/26/95

Norfolk II

VA

278

1,004

172

278

1,176

1,454

189

6/26/95

Birmingham I

AL

307

1,415

155

307

1,570

1,877

211

6/26/95

Birmingham II

AL

730

1,725

218

730

1,943

2,673

262

6/26/95

Montgomery I

AL

863

2,041

131

863

2,172

3,035

312

6/26/95

Jacksonville II

FL

326

1,515

140

326

1,655

1,981

237

6/26/95

Pensacola II

FL

369

1,358

239

369

1,597

1,966

254

6/26/95

Pensacola IV

FL

244

1,128

120

244

1,248

1,492

199

6/26/95

Pensacola V

FL

226

1,046

220

226

1,266

1,492

200

6/26/95

Tampa I

FL

1,088

2,597

259

1,088

2,856

3,944

423

6/26/95

Tampa II

FL

526

1,958

240

526

2,198

2,724

359

6/26/95

Tampa III

FL

672

2,439

220

672

2,659

3,331

396

6/26/95

Jackson I

MS

343

1,580

173

343

1,753

2,096

263

6/26/95

Jackson II

MS

209

964

261

209

1,225

1,434

181

6/26/95

Richmond

VA

443

1,602

176

443

1,778

2,221

267

8/25/95

Orlando II

FL

1,161

2,755

227

1,162

2,981

4,143

425

9/29/95

Birmingham III

AL

424

1,506

366

424

1,872

2,296

263

1/16/96

Macon II

GA

431

1,567

73

431

1,640

2,071

216

12/1/95

Harrisburg I

PA

360

1,641

162

360

1,803

2,163

255

12/29/95

Harrisburg II

PA

627

2,224

209

636

2,424

3,060

328

12/29/95

Syracuse I

NY

470

1,712

134

472

1,844

2,316

240

12/27/95

Ft. Myers

FL

205

912

87

206

998

1,204

182

12/28/95

Ft. Myers II

FL

412

1,703

204

413

1,906

2,319

331

12/28/95

Newport News II

VA

442

1,592

87

442

1,679

2,121

215

1/5/96

Montgomery II

AL

353

1,299

98

353

1,397

1,750

190

1/23/96

Charlestown II

SC

237

858

157

232

1,020

1,252

129

3/1/96

Tampa IV

FL

766

1,800

172

766

1,972

2,738

234

3/28/96

Arlington I

TX

442

1,767

142

442

1,909

2,351

223

3/29/96

Arlington II

TX

408

1,662

222

408

1,884

2,292

266

3/29/96

Ft. Worth

TX

328

1,324

84

328

1,408

1,736

173

3/29/96

San Antonio I

TX

436

1,759

164

436

1,923

2,359

250

3/29/96

San Antonio II

TX

289

1,161

129

289

1,290

1,579

174

3/29/96

Syracuse II

NY

481

1,559

496

671

1,865

2,536

214

6/5/96

Montgomery III

AL

279

1,014

129

279

1,143

1,422

151

5/21/96

West Palm II

FL

345

1,262

108

345

1,370

1,715

170

5/29/96

Ft. Myers III

FL

229

884

67

229

951

1,180

120

5/29/96

Pittsburgh

PA

545

1,940

98

545

2,038

2,583

237

6/19/96

Lakeland II

FL

359

1,287

784

359

2,071

2,430

198

6/26/96

Springfield

MA

251

917

374

297

1,245

1,542

175

6/28/96

Ft. Myers IV

FL

344

1,254

131

344

1,385

1,729

167

6/28/96

Baltimore III

MD

777

2,770

91

777

2,861

3,638

321

7/26/96

Jacksonville III

FL

568

2,028

562

568

2,590

3,158

276

8/23/96

Jacksonville IV

FL

436

1,635

100

436

1,735

2,171

228

8/26/96

Pittsburgh II

PA

627

2,257

617

631

2,870

3,501

303

8/28/96

Jacksonville V

FL

535

2,033

78

538

2,108

2,646

277

8/30/96

Charlotte II

NC

487

1,754

41

487

1,795

2,282

197

9/16/96

Charlotte III

NC

315

1,131

71

315

1,202

1,517

131

9/16/96

Orlando III

FL

314

1,113

293

314

1,406

1,720

157

10/30/96

Rochester III

NY

704

2,496

143

708

2,635

3,343

258

12/20/96

Youngstown II

OH

600

2,142

71

600

2,213

2,813

226

1/10/97

Akron

OH

413

1,478

86

413

1,564

1,977

155

1/10/97

Cleveland III

OH

751

2,676

340

751

3,016

3,767

301

1/10/97

Cleveland IV

OH

725

2,586

326

725

2,912

3,637

311

1/10/97

Cleveland V

OH

637

2,918

495

637

3,413

4,050

339

1/10/97

Cleveland VI

OH

495

1,781

296

495

2,077

2,572

213

1/10/97

Cleveland VII

OH

761

2,714

451

761

3,165

3,926

338

1/10/97

Cleveland VIII

OH

418

1,921

571

418

2,492

2,910

269

1/10/97

Cleveland IX

OH

606

2,164

159

606

2,323

2,929

234

1/10/97

Grand Rapids II

MI

219

790

481

219

1,271

1,490

117

1/17/97

Holland

MI

451

1,830

421

451

2,251

2,702

254

1/17/97

San Antonio III

TX

474

1,686

113

474

1,799

2,273

180

1/30/97

Universal

TX

346

1,236

56

346

1,292

1,638

130

1/30/97

San Antonio IV

TX

432

1,560

62

432

1,622

2,054

171

1/30/97

Houston-Eastex

TX

634

2,565

55

634

2,620

3,254

252

3/26/97

Houston-Nederland

TX

566

2,279

99

566

2,378

2,944

225

3/26/97

Houston-College

TX

293

1,357

158

293

1,515

1,808

140

3/26/97

Lynchburg-Lakeside

VA

335

1,342

127

335

1,469

1,804

168

3/31/97

Lynchburg-Timberlake

VA

328

1,315

233

328

1,548

1,876

163

3/31/97

Lynchburg-Amherst

VA

155

710

150

152

863

1,015

97

3/31/97

Christiansburg

VA

245

1,120

102

245

1,222

1,467

115

3/31/97

Chesapeake

VA

260

1,043

188

260

1,231

1,491

114

3/31/97

Danville

VA

326

1,488

32

326

1,520

1,846

145

3/31/97

Orlando-W 25th St.

FL

289

1,160

84

289

1,244

1,533

121

3/31/97

Delray I-Mini

FL

491

1,756

352

491

2,108

2,599

200

4/11/97

Savannah II

GA

296

1,196

111

296

1,307

1,603

128

5/8/97

Delray II-Safeway

FL

921

3,282

129

921

3,411

4,332

312

5/21/97

Cleveland X-Avon

OH

301

1,214

201

303

1,413

1,716

132

6/4/97

Dallas-Skillman

TX

960

3,847

430

960

4,277

5,237

453

6/30/97

Dallas-Centennial

TX

965

3,864

402

943

4,288

5,231

441

6/30/97

Dallas-Samuell

TX

570

2,285

343

570

2,628

3,198

284

6/30/97

Dallas-Hargrove

TX

370

1,486

228

370

1,714

2,084

204

6/30/97

Houston-Antione

TX

515

2,074

240

515

2,314

2,829

244

6/30/97

Atlanta-Alpharetta

GA

1,033

3,753

134

1,033

3,887

4,920

379

7/24/97

Atlanta-Marietta

GA

769

2,788

29

769

2,817

3,586

252

7/24/97

Atlanta-Doraville

GA

735

3,429

48

735

3,477

4,212

307

8/21/97

Greensboro-Hilltop

NC

268

1,097

56

268

1,153

1,421

103

9/25/97

GreensboroStgCch

NC

89

376

231

89

607

696

42

9/25/97

Baton Rouge-Airline

LA

396

1,831

168

396

1,999

2,395

194

10/9/97

Baton Rouge-Airline2

LA

282

1,303

90

282

1,393

1,675

138

11/21/97

Harrisburg-Peiffers

PA

635

2,550

65

637

2,613

3,250

205

12/3/97

Chesapeake-Military

VA

542

2,210

101

542

2,311

2,853

173

2/5/98

Chesapeake-Volvo

VA

620

2,532

121

620

2,653

3,273

201

2/5/98

Virginia Beach Shell

VA

540

2,211

68

540

2,279

2,819

176

2/5/98

Virginia Beach Central

VA

864

3,994

260

864

4,254

5,118

310

2/5/98

Norfolk-Naval Base

VA

1,243

5,019

117

1,243

5,136

6,379

381

2/5/98

Tampa-E. Hillsborough

FL

709

3,235

279

709

3,514

4,223

332

2/4/98

Harriman

NY

843

3,394

66

843

3,460

4,303

256

2/4/98

Greenboro-High Point

NC

397

1,834

175

397

2,009

2,406

152

2/10/98

Lynchburg-Timberlake

VA

488

1,746

84

488

1,830

2,318

132

2/18/98

Salem

MA

733

2,941

427

733

3,368

4,101

241

3/3/98

Chattanooga-Lee Hwy.

TN

384

1,371

115

384

1,486

1,870

125

3/27/98

Chattanooga-Hwy. 58

TN

296

1,198

397

296

1,595

1,891

102

3/27/98

Ft. Oglethorpe

GA

349

1,250

45

349

1,295

1,644

95

3/27/98

Birmingham-Walt

AL

544

1,942

349

544

2,291

2,835

187

3/27/98

East Greenwich

RI

702

2,821

146

702

2,967

3,669

205

3/26/98

Durham-Hillborough

NC

775

3,103

107

775

3,210

3,985

226

4/9/98

Durham-Cornwallis

NC

940

3,763

107

940

3,870

4,810

266

4/9/98

Hendersonville

TN

1,050

4,203

36

1,050

4,239

5,289

294

4/9/98

Salem-Policy

NH

742

2,977

14

742

2,991

3,733

208

4/7/98

Warrem-Elm

OH

522

1,864

119

522

1,983

2,505

148

4/22/98

Warren-Youngstown

OH

512

1,829

20

512

1,849

2,361

125

4/22/98

Waterford-Highland

MI

1,487

5,306

350

1,487

5,656

7,143

378

4/28/98

Indian Harbor

FL

662

2,654

106

662

2,760

3,422

181

6/2/98

Jackson 3 - I55

MS

744

3,021

41

744

3,062

3,806

214

5/13/98

Katy-N. Fry

TX

419

1,524

45

419

1,569

1,988

108

5/20/98

Hollywood-Sheridan

FL

1,208

4,854

45

1,208

4,899

6,107

312

7/1/98

Pompano Beach - Atlantic

FL

944

3,803

93

944

3,896

4,840

247

7/1/98

Pompano Beach - Sample

FL

903

3,643

53

903

3,696

4,599

237

7/1/98

Boca Raton-18th St.

FL

1,503

6,059

184

1,503

6,243

7,746

394

7/1/98

Vero Beach

FL

489

1,813

35

489

1,848

2,337

133

6/12/98

Humble

TX

447

1,790

209

447

1,999

2,446

118

6/16/98

Houston-Old Katy

TX

659

2,680

25

659

2,705

3,364

178

6/19/98

Webster

TX

635

2,302

25

635

2,327

2,962

154

6/19/98

Carrollton

TX

548

1,988

37

548

2,025

2,573

135

6/19/98

Hollywood-N. 21st.

FL

840

3,373

67

840

3,440

4,280

211

8/3/98

San Marcos

TX

324

1,493

67

324

1,560

1,884

101

6/30/98

Austin-McNeil

TX

492

1,995

91

510

2,068

2,578

135

6/30/98

Austin-FM

TX

484

1,951

93

481

2,047

2,528

133

6/30/98

Jacksonville-Center

NC

327

1,329

30

327

1,359

1,686

85

8/6/98

Jacksonville-Gum Branch

NC

508

1,815

85

508

1,900

2,408

115

8/17/98

Jacksonville-N. Marine

NC

216

782

264

216

1,046

1,262

73

9/24/98

Euless

TX

550

1,998

78

550

2,076

2,626

122

9/29/98

N. Richland Hills

TX

670

2,407

18

670

2,425

3,095

141

10/9/98

Batavia

OH

390

1,570

40

390

1,610

2,000

87

11/19/98

Jackson-N. West

MS

460

1,642

197

460

1,839

2,299

134

12/1/98

Katy-Franz

TX

507

2,058

20

507

2,078

2,585

113

12/15/98

W. Warwick

RI

447

1,776

508

447

2,284

2,731

93

2/2/99

Lafayette-Pinhook 1

LA

556

1,951

430

556

2,381

2,937

147

2/17/99

Lafayette-Pinhook 2

LA

708

2,860

93

708

2,953

3,661

141

2/17/99

Lafayette-Ambassador

LA

314

1,095

363

314

1,458

1,772

91

2/17/99

Lafayette-Evangeline

LA

188

652

482

188

1,134

1,322

57

2/17/99

Lafayette-Guilbeau

LA

963

3,896

84

963

3,980

4,943

189

2/17/99

Gilbert-Elliott Rd.

AZ

651

2,600

227

772

2,706

3,478

109

5/18/99

Glendale-59th Ave.

AZ

565

2,596

87

565

2,683

3,248

109

5/18/99

Mesa-Baseline

AZ

330

1,309

70

330

1,379

1,709

57

5/18/99

Mesa-E. Broadway

AZ

339

1,346

81

339

1,427

1,766

58

5/18/99

Mesa-W. Broadway

AZ

291

1,026

61

292

1,086

1,378

45

5/18/99

Mesa-Greenfield

AZ

354

1,405

94

355

1,498

1,853

60

5/18/99

Phoenix-Camelback

AZ

453

1,610

68

453

1,678

2,131

70

5/18/99

Phoenix-Bell

AZ

872

3,476

230

872

3,706

4,578

159

5/18/99

Phoenix-35th Ave.

AZ

849

3,401

137

849

3,538

4,387

140

5/21/99

Westbrook

ME

410

1,626

277

410

1,903

2,313

67

8/2/99

Cocoa

FL

667

2,373

237

667

2,610

3,277

89

9/29/99

Cedar Hill

TX

335

1,521

27

336

1,547

1,883

49

11/9/99

Monroe

NY

276

1,312

8

277

1,319

1,596

33

2/2/00

N. Andover

MA

633

2,573

10

634

2,582

3,216

62

2/15/00

Seabrook

TX

633

2,617

40

634

2,656

3,290

60

3/1/00

Plantation

FL

384

1,422

12

385

1,433

1,818

25

5/2/00

Birmingham-Bessemer

AL

254

1,059

10

255

1,068

1,323

4

11/15/00

Corporate Office

NY

              0

            68

       1,482

              0

       1,550

       1,550

           205

1/1/95

 

 

$110,375

$408,925

$  43,421

$110,874

$451,847

$562,721

$  45,253

 

 

Exhibits

Exhibit Index

Exhibit No.

Description

 

 

3.1

Agreement of Limited Partnership of the Operating Partnership, as amended. (Incorporated by reference to Exhibit 3.1 of the General Form for Registration of Securities of the Operating Partnership on Form 10.)

 

 

3.2*

Amended and Restated Articles of Incorporation of the Company

 

 

3.3*

By-laws of the Company

 

 

3.4

Articles Supplementary to the Amended and Restated Articles of Incorporation of the Company classifying and designating the Company's Series A Junior Participating Preferred Stock (Incorporated by reference to Exhibit 3.1 to the Company's Form 8A filed December 3, 1996)

 

 

3.5

Articles Supplementary to the Amended and Restated Articles of Incorporation of the Company classifying and designating the 9.85% Series B Cumulative Redeemable Preferred Stock. (Incorporated by reference to Exhibit 1.6 to the Company's Form 8-A filed July 29, 1999)

 

 

10.1

Revolving Credit and Term Loan Agreement among the Company, the Operating Partnership, Fleet National Bank and other lenders named therein. (Incorporated by reference to Exhibit 10.16 to the Company's Annual Report on Form 10-K for the year ended December 31, 2000.)

 

 

10.2*

Form of Non-competition Agreement between the Company and Charles E. Lannon

 

 

10.3*

Form of Non-competition Agreement between the Company and Robert J. Attea

 

 

10.4*

Form of Non-competition Agreement between the Company and Kenneth F. Myszka

 

 

10.5*

Form of Non-competition Agreement between the Company and David L. Rogers

 

 

10.6*

Sovran Self Storage, Inc. 1995 Award and Option Plan

 

 

10.7*

Sovran Self Storage, Inc. 1995 Outside Directors' Option Plan

 

 

10.8*

Sovran Self Storage Incentive Compensation Plan for Executive Officer

 

 

10.9*

Restricted Stock Agreement between the Company and David L. Rogers

 

 

10.10*

Form of Supplemental Representations, Warranties and Indemnification Agreement among the Company and Robert J. Attea, Charles E. Lannon, Kenneth F. Myszka and David L. Rogers

 

 

10.11*

Form of Pledge Agreement among the Company and Robert J. Attea, Charles E. Lannon, Kenneth F. Myszka and David L. Rogers

 

 

10.12*

Form of Indemnification Agreement between the Company and certain Officers and Directors of the Company

 

 

10.13*

Form of Subscription Agreement (including Registration Rights Statement) among the Company and subscribers for 422,171 Common Shares

 

 

10.14*

Form of Registration Rights and Lock-Up Agreement among the Company and Robert J. Attea, Charles E. Lannon, Kenneth F. Myszka and David L. Rogers

 

 

10.15*

Form of Facilities Services Agreement between the Company and Williamsville Properties, Inc.

 

 

10.16

Sovran Self Storage, Inc. Deferred Compensation Plan for Directors (Incorporated by reference to Appendix A to the Company's Proxy Statement for the 1999 Annual Meeting of Shareholders)

 

 

12.1

Statement Re: Computation of Earnings to Fixed Charges

 

 

23

Consent of Independent Auditors

 

 

 

_________________

* Incorporated by reference to the exhibits as filed with the Company's Registration Statement on Form S-11 (File No. 33-91422) filed June 19, 1995.

SIGNATURE

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Sovran Holdings Inc., as general partner of registrant, certifies that it has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 







March 30, 2001

SOVRAN AC QUISITION LIMITED PARTNERSHIP

By:  Sovran Holdings, Inc.
Its:  General Partner


By:   /s/ David L. Rogers                       
           David L. Rogers,
           Chief Financial Officer

 

 

     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Sovran Holdings Inc., as general partner of registrant, and in the capacities and on the dates indicated.

 

 

 

Signature

Title

Date

 

 

 


  /s/ Robert J. Attea        
   Robert J. Attea

Chairman of the Board of Directors, Chief Executive Officer and Director (Principal Executive Officer)



March 30, 2001

 

 

 

  /s/ Kenneth F. Myszka    
   Kenneth F. Myszka

President, Chief Operating
Officer and Director


March 30, 2001

 

 

 

  /s/ David L. Rogers       
   David L. Rogers

Chief Financial Officer (Principal Financial and Accounting Officer)


March 30, 2001

 

 

 

  /s/ Michael A. Elia        
   Michael A. Elia


Director


March 30, 2001

 

 

 

  /s/ Anthony P. Gammie   
   Anthony P. Gammie


Director


March 30, 2001

 

 

 

  /s/ Charles E. Lannon    
   Charles E. Lannon


Director


March 30, 2001

 

 

Sovran Acquisition Limited Partnership

Exhibit (12.1) Statement

Re: Computation of Earnings to Combined Fixed Charges and Preferred Stock Dividends

 

Amounts in thousands

 

Year ended December 31,

 

  2000  

  1999  

  1998  

  1997  

  1996  

Earnings:

 

 

 

 

 

  Net income

$ 27,519 

$ 27,347 

$ 24,798 

$ 23,763 

$ 15,682 

  Fixed charges

  21,279 

  15,944 

  9,925 

   2,743 

   2,386 

 

 

 

 

 

 

Earnings (1)

48,798 

43,291 

34,723 

26,506 

18,068 

 

 

 

 

 

 

Fixed charges:

 

 

 

 

 

  Interest expense

17,497 

13,927 

9,601 

2,166 

1,924 

  Preferred stock dividends

2,955 

1,239 

-   

-   

-   

  Amortization of
    financing fees


     827 


    778 


    324 


    577 


    462 

Fixed charges (2)

$ 21,279 

$ 15,944 

$  9,925 

$  2,743 

$  2,386 

 

 

 

 

 

 

Ratio of earnings to
  combined fixed charges
  and preferred stock
  dividends (1)(2)




2.29 




2.72 




3.50 




9.66 




7.57 

Exhibit 23

 

Consent of Independent Auditors

 

We consent to the incorporation by reference in the Registration Statement (Form S-3, No. 333-51169) of Sovran Self Storage, Inc. and Sovran Acquisition Limited Partnership and in the related Prospectus of our report dated February 2, 2001, with respect to the financial statements and schedule of Sovran Acquisition Limited Partnership included in this Annual Report (Form 10-K) for the year ended December 31, 2001.

 

 

/s/ Ernst & Young LLP

 

 

 

Buffalo, New York
March 28, 2001