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 | (I.R.S. Employer |
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:
|
|
| Uncle | State |
|
|
|
|
|
|
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 |
|
|
|
| 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, | 2000 | 1999 | 1998 | 1997 | 1996 |
| |||||
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 |
|
|
|
|
|
Net income | $23,666 | $23,107 |
|
|
|
Series B preferred stock dividend | (2,955) | (2,955) |
|
|
|
Net income available to common unitholders |
|
|
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
\ | Year Ended | Year Ended | Year Ended |
|
|
|
|
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) |
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|
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Earnings per unit-basic | $ 1.90 | $ 1.97 | $ 1.91 |
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|
|
Earnings per unit-diluted | $ 1.90 | $ 1.97 | $ 1.91 |
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|
|
Distributions declared per unit | $ 2.30 | $ 2.26 | $ 2.20 |
(See notes to financial statements.) |
Sovran Acquisition Limited Partnership
Statements of Partners' Capital
| Sovran | Sovran Self |
| Total |
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|
|
|
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|
|
Balance January 1, 1998 | $ 5,257 | $ 257,043 | $ - | $ 262,300 | $ 14,454 |
|
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|
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Proceeds from issuance of common stock | - | 538 | - | 538 | - |
Issuance of redeemable units for acquisition of |
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|
|
Issuance of common stock for acquisition of |
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|
|
|
|
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' |
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|
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|
|
Balance December 31, 1998 | 5,284 | 259,718 | - | 265,002 | 21,683 |
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|
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|
|
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' |
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|
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|
|
Balance December 31, 1999 | 5,283 | 260,267 | 30,000 | 295,550 | 15,888 |
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|
|
|
|
|
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' |
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|
|
|
|
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 |
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|
|
|
Operating Activities |
|
|
|
Net income | $ 27,519 | $ 27,347 | $ 24,798 |
Adjustments to reconcile net income to net cash provided by |
|
|
|
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 |
|
|
|
Storage facilities acquired through assumption of mortgage | - | 2,212 | - |
Fair value of net liabilities assumed on the acquisition of |
|
|
|
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.
| Year Ended | Year Ended | Year Ended |
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Numerator: |
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Net Income available |
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Denominator: |
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Denominator for basic earnings |
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Effect of Dilutive Securities: |
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Options for Company stock | 1 | 3 | 38 |
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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 |
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Cost: |
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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) |
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Ending balance | $ 562,721 | $ 556,473 |
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Accumulated Depreciation: |
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Beginning balance | $ 33,453 | $ 21,339 |
Additions during the year | 13,352 | 12,259 |
Dispositions | (1,552) | (145) |
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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 |
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Total revenues | $ 87,581 | $ 84,959 |
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Total expenses | (63,704) | (61,852) |
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Income before extraordinary loss | 23,877 | 23,107 |
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Net Income | $ 23,666 | $ 23,107 |
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Net income available to common unitholders | $ 20,711 | $ 20,152 |
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Earnings per common unit before |
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Earnings per common unit - basic | $ 1.60 | $ 1.56 |
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Earnings per common unit - diluted | $ 1.60 | $ 1.56 |
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Common units used in basic earnings per unit |
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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 |
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Pro forma net income available to common |
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Pro forma earnings per share: |
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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 | |||
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Outstanding at beginning of year: |
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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 |
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Outstanding at end of year |
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Exercisable at end of year |
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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 |
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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 |
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Net income per common unit |
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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 |
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Revenues | $ 19,451 | $ 20,605 | $ 22,570 | $ 21,630 |
Net income | $ 6,263 | $ 6,595 | $ 8,177 | $ 6,312 |
Net income available to common |
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Net income per common unit |
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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:
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- | 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: |
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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. |
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2. | The following financial statement schedule as of the period ended December 31, 2000 is included in this Annual Report on From 10-K. | |
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| 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. |
Sovran Acquisition Limited Partnership
Schedule III
Combined Real Estate and Accumulated Depreciation
(in thousands)
December 31, 2000
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| Building, | Building, |
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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 |
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10.8* | Sovran Self Storage Incentive Compensation Plan for Executive Officer |
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10.9* | Restricted Stock Agreement between the Company and David L. Rogers |
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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 |
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10.11* | Form of Pledge Agreement among the Company and Robert J. Attea, Charles E. Lannon, Kenneth F. Myszka and David L. Rogers |
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10.12* | Form of Indemnification Agreement between the Company and certain Officers and Directors of the Company |
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10.13* | Form of Subscription Agreement (including Registration Rights Statement) among the Company and subscribers for 422,171 Common Shares |
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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 |
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10.15* | Form of Facilities Services Agreement between the Company and Williamsville Properties, Inc. |
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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) |
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12.1 | Statement Re: Computation of Earnings to Fixed Charges |
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23 | Consent of Independent Auditors |
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* 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.
| SOVRAN AC QUISITION LIMITED PARTNERSHIP | ||
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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. | |||
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Signature | Title | Date | |
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| Chairman of the Board of Directors, Chief Executive Officer and Director (Principal Executive Officer) |
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/s/ Kenneth F. Myszka | President, Chief Operating |
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/s/ David L. Rogers | Chief Financial Officer (Principal Financial and Accounting Officer) |
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/s/ Michael A. Elia |
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/s/ Anthony P. Gammie |
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/s/ Charles E. Lannon |
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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: |
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Net income | $ 27,519 | $ 27,347 | $ 24,798 | $ 23,763 | $ 15,682 |
Fixed charges | 21,279 | 15,944 | 9,925 | 2,743 | 2,386 |
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Earnings (1) | 48,798 | 43,291 | 34,723 | 26,506 | 18,068 |
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Fixed charges: |
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Interest expense | 17,497 | 13,927 | 9,601 | 2,166 | 1,924 |
Preferred stock dividends | 2,955 | 1,239 | - | - | - |
Amortization of |
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Fixed charges (2) | $ 21,279 | $ 15,944 | $ 9,925 | $ 2,743 | $ 2,386 |
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Ratio of earnings to |
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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