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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2001

Commission File Number: 0-24071

 

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

 

                Delaware                
(State or other jurisdiction of
incorporation or organization)

         16-1481551          
(I.R.S. Employer
Identification No.)

 

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

                 (716) 633-1850

 


(Registrant's telephone number including area code)


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

Title of Securities
Not Applicable

Exchanges on which Registered
Not Applicable


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

Units of Limited Partnership Interest

(Title of Class)

          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, 2002, 13,042,315 Units of Limited Partnership Interest were outstanding

Exhibit Index is on Pages 62-63

 

DOCUMENTS INCORPORATED BY REFERENCE

          Portions of the Proxy Statement for Annual Meeting of Shareholders of the Company to be held on May 16, 2002 (Part III).

 

Part I

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 Acquisiti on Limited Partnership and, as the context may require, the Company Predecessors.

     At December 31, 2001, the Company is a 94.92% 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 Co mpany.

     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.

          At March 15, 2002, the Operating Partnership owned and/or managed 253 Properties consisting of approximately 14.4 million net rentable square feet, situated in 21 states. 11 of the Properties are managed under an agreement with an unconsolidated joint venture that is 45% owned by the Operating Partnership. As of December 31, 2001, the Properties have a weighted average occupancy of 84% and a weighted average annual rent per occupied square foot of $8.59. The Operating Partnership is the 5th largest operator of self-storage properties in the United States based on facilities owned and/or managed.

          The Operating Partnership seeks to increase cash flow and enhance unitholder 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 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 equity capital 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 grown as indicated by an increase in industry-wide average rents and in industry average occupancy. It is expected to remain strong because of various 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 preventative 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 Regional Team Leaders 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 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 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 Regional Team Leaders. The Operating Partnership's customized management info rmation 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:

-

Flex-a-Space, an innovative construction design that 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 customers' inquiries. This allows the capture of sales leads that were previously lost;

-

Internet Marketing, providing access to all of the Operating Partnership's stores via numerous portals and e-mail;

-

Dri-guard, providing humidity-controlled spaces. 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;

-

Uncle Bob's Trucks, provide customers with convenient, affordable access to vehicles to help move their goods, while serving as moving billboards to help advertise; and

-

Corporate Alliance, 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 the 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 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 mortgage 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 Company's portfolio, (iv) potential for, or existence of, environmental or regulatory issues, (v) alternative uses of capital, and (vi) maintaining of the Company's qualification as a REIT.

          As part of an asset management program, the Operating Partnership has begun to "spin-off" non-core, slow-growth properties, into joint ventures. In cases were the Operating Partnership has a less than 50% ownership interest in a joint venture, the Properties of that joint venture are removed from the Operating Partnership's balance sheet and an investment in the joint venture is recorded. The Operating Partnership records only its percentage share of the operating results of unconsolidated joint ventures. These ventures may allow the Operating Partnership to i) increase incremental revenues through management fees, ii) provide strong returns on its equity 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 an unconsolidated joint venture in which the Operating Pa rtnership retained a 45% interest. In cases where the Operating Partnership is deemed to have greater than a 50% ownership interest, the joint venture is consolidated with the Operating Partnership's financial statements and a minority interest is recorded on the balance sheet and statement of operations for the portion of the joint venture not owned by the Operating Partnership.

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 a $30 million 1 year term note in 2001 by extending the term until November 2002.

          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 floating or fixed rate debt financing, retention of cash flow (subject to satisfying the Company'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 Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operati ons - Liquidity and Capital Resources" and Note 5 to the Consolidated Financial Statements filed herewith.

Employees

          The Operating Partnership currently employs a total of 669 employees, including 255 Property Managers, 15 Regional Team Leaders, and 320 part-time employees. At the Operating Partnership's headquarters, in addition to its 3 executive officers, the Operating Partnership employs 76 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, 2001, the Operating Partnership owned and/or managed a total of 241 Properties situated in twenty-one states in the Eastern and Midwestern United States, Arizona and Texas. 11 of the Properties are managed under an agreement with an unconsolidated joint venture that is 45% owned by the Operating Partnership.

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.

All but a few 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 Properties included in the Operating Partnership's consolidated financial statements:




Location



Year
Built




Sq. Ft.

Uncle
Bob's
Trade
Name

State
Occupancy
at
12/31/01




Acres




Units




Bldgs.

 




Floors



Mgr.
Apt.




Construction

  Alabama

     

83%

             

Birmingham I

1990

  36,875

Y

 

  2.7

  292

   9

 

    1

Y

Masonry/Steel Roof

Birmingham II

1990

  52,225

Y

 

  4.7

  391

   8

 

    1

Y

Masonry/Steel Roof

Montgomery I

1982

  73,750

Y

 

  5.0

  607

  16

 

    1

Y

Masonry/Steel Roof

Birmingham III

1970

  72,140

Y

 

  4.3

  404

   6

 

    1

Y

Masonry/Steel Roof

Montgomery II

1984

  42,405

Y

 

  2.7

  286

  10

 

    1

N

Masonry/Steel Roof

Montgomery III

1988

  41,550

Y

 

  2.4

  381

   9

 

    1

Y

Steel Bldg./Steel Roof

Birmingham-Walt

1984

  64,580

Y

 

  3.3

  293

   6

 

    1

Y

Masonry Wall/Metal Roof

Birmingham-Bessemer

1998

  44,100

Y

 

  5.6

  344

   8

 

    1

N

Metal Wall/Metal Roof

  Arizona

     

79%

             

Gilbert-Elliot Rd.

1995

  59,010

Y

 

  3.3

  631

   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

  36,625

Y

 

  1.9

  385

   5

 

    1

Y

Masonry Wall/Metal Roof

Mesa-Greenfield

1986

  48,431

Y

 

  2.1

  439

   8

 

    1

N

Masonry Wall/Metal Roof

Phoenix-Camelback

1984

  43,635

Y

 

  2.0

  532

   7

 

    1

Y

Masonry Wall/Metal Roof

Phoenix-Bell

1984

  96,580

Y

 

  4.6

  921

   7

 

    1

Y

Metal Wall/Metal Roof

Phoenix-35th Ave.

1996

  71,310

Y

 

  4.3

  701

   8

 

    1

Y

Masonry Wall/Metal Roof

  Connecticut

     

85%

             

New Haven

1985

  47,680

Y

 

  3.9

  392

   5

 

    1

N

Masonry Wall/Steel Roof

Hartford-Metro I

1988

  56,530

Y

 

10.0

  353

  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

142,520

Y

 

18.7

  668

  21

 

    1

Y

Masonry Wall/Tar & Gravel Roof

Tallahassee II

1975

  45,150

Y

 

  4.0

  213

   7

 

    1

Y

Masonry Wall/Tar & Gravel Roof

Port St. Lucie

1985

  53,845

Y

 

  4.0

  556

  12

 

    1

N

Steel Bldg./Steel Roof

Deltona

1984

  63,896

Y

 

  5.0

  449

   5

 

    1

Y

Masonry Wall/Shingle Roof

Jacksonville I

1985

  39,882

Y

 

  2.7

  290

  14

 

    1

Y

Masonry Wall/Tar & Gravel Roof

Orlando I

1988

  50,520

Y

 

  2.8

  594

   3

 

    2

Y

Steel Bldg./Steel Roof

Ft. Lauderdale

1985

101,080

Y

 

  7.6

  637

   7

 

    1

Y

Steel Bldg./Steel Roof

West Palm 1

1985

  45,615

Y

 

  3.2

  406

   6

 

    1

N

Steel Bldg./Steel Roof

Melbourne I

1986

  83,458

Y

 

  8.3

  743

  11

 

    1

Y

Masonry Wall/Shingled Roof

Pensacola I

1983

108,685

Y

 

  7.5

  881

  13

 

    1

Y

Steel Bldg./Steel Roof

Pensacola II

1986

  57,835

Y

 

  3.4

  506

   9

 

    1

Y

Steel Bldg./Steel Roof

Melbourne II

1986

  56,031

Y

 

  3.4

  610

  11

 

    1

N

Steel Bldg./Steel Roof

Jacksonville II

1987

  54,035

Y

 

  4.4

  477

  11

 

    1

Y

Masonry/Steel Roof

Pensacola III

1986

  64,841

Y

 

  6.1

  474

  12

 

    1

N

Steel Bldg./Steel Roof

Pensacola IV

1990

  38,850

Y

 

  2.7

  274

   9

 

    1

Y

Masonry/Steel Roof

Pensacola V

1990

  39,445

Y

 

  2.6

  319

   4

 

    1

Y

Masonry/Steel Roof

Tampa I

1989

  60,399

Y

 

  3.3

  840

   6

 

    1

N

Masonry/Steel Roof

Tampa II

1985

  56,492

Y

 

  2.9

  701

  10

 

    1

N

Masonry/Steel Roof

Tampa III

1988

  47,296

Y

 

  2.2

  640

  14

 

    1

N

Masonry/Steel Roof

Orlando II

1986

134,834

Y

 

  8.5

1,346

  20

 

    1

Y

Masonry Wall/Steel Roof

Ft. Myers I

1988

  27,704

Y

 

  1.1

  262

   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

  58,015

Y

 

  4.0

  547

  10

 

    1

Y

Masonry/Steel Roof

West Palm II

1986

  30,981

Y

 

  2.3

  365

   9

 

    1

Y

Masonry/Steel Roof

Ft. Myers III

1986

  36,052

Y

 

  2.4

  259

   9

 

    1

Y

Masonry/Steel Roof

Lakeland II

1988

  60,010

Y

 

  4.0

  579

   9

 

    1

N

Masonry Wall/Steel Roof

Ft. Myers IV

1987

  59,584

Y

 

  4.5

  264

   4

 

    1

Y

Masonry/Steel Roof

Jacksonville III

1987

102,430

Y

 

  5.9

  756

  13

 

    1

Y

Masonry Wall/Shingle Roof

Jacksonville IV

1985

  37,855

Y

 

  2.7

  359

   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

  52,688

Y

 

  3.2

  501

   8

 

    2

N

Masonry Wall/Steel Roof

Orlando IV-W 25th St.

1984

  38,426

Y

 

  2.8

  372

   6

 

    1

Y

Steel Bldg/Steel Roof

Delray I-Mini

1969

  52,895

Y

 

  3.5

  452

   3

 

    1

Y

Masonry Wall/Concrete Roof

Delray II-Safeway

1980

  70,200

Y

 

  4.3

  715

  17

 

    1

Y

Masonry Wall/Concrete Roof

Tampa-E. Hillborough

1985

  84,440

Y

 

  5.3

  711

  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

  66,466

Y

 

  4.0

  715

  15

 

    1

N

Masonry Wall/Metal Roof

Hollywood-Sheridan

1988

130,558

Y

 

  7.0

1,171

  21

 

    1

Y

Masonry Wall/Concrete Roof

Pompano Beach-Atlantic

1985

  77,217

Y

 

  4.0

  923

  17

 

    1

N

Masonry Wall/Concrete Roof

Pompano Beach-Sample

1988

  63,787

Y

  3.6

  796

  14

 

    1

N

Masonry Wall/Metal Roof

Boca Raton-18th St.

1991

  89,827

Y

 

  6.2

1,073

   8

 

    1

N

Masonry Wall/Metal Roof

Vero Beach

1997

  34,450

Y

 

  1.9

  320

   2

 

    1

N

Masonry Wall/Metal Roof

Hollywood-N. 21st

1987

  58,917

Y

 

  3.1

  708

  11

 

    1

Y

Masonry Wall/Metal Roof

Cocoa

1982

  75,582

Y

 

  2.5

  692

  12

 

    1

Y

Masonry Wall/Metal Roof

Plantation

1982

  42,331

Y

 

  2.9

  503

   4

 

1&2

Y

Masonry Wall/Metal Roof

  Georgia

     

83%

             

Savannah

1981

  73,085

Y

 

  5.4

  612

  13

 

    1

Y

Masonry Wall/Steel Roof

Atlanta-Metro I

1988

  69,915

Y

 

  3.9

  536

   5

 

    1

Y

Steel Bldg./Steel Roof

Atlanta-Metro II

1988

  45,300

Y

 

  3.9

  373

   6

 

    1

Y

Steel Bldg./Steel Roof

Atlanta-Metro III

1988

  56,745

Y

 

  5.3

  408

   9

 

    1

Y

Steel Bldg./Steel Roof

Atlanta-Metro IV

1989

  42,615

Y

 

  3.5

  309

   7

 

    1

Y

Steel Bldg./Steel Roof

Atlanta-Metro V

1988

  44,195

Y

 

  4.2

  284

   3

 

    1

Y

Masonry Wall/Tar & Gravel Roof

Atlanta-Metro VI

1986

  50,900

Y

 

  3.6

  447

   7

 

    1

Y

Steel Bldg./Steel Roof

Atlanta-Metro VII

1981

  39,160

Y

 

  2.5

  332

   9

 

    2

Y

Masonry Wall/Tar & Gravel Roof

Atlanta-Metro VIII

1975

  46,743

Y

 

  3.3

  430

   6

 

    2

Y

Masonry Wall/Tar & Gravel Roof

Augusta I

1988

  52,000

Y

 

  4.0

  398

  13

 

    1

Y

Steel Bldg./Steel Roof

Macon I

1989

  40,820

Y

 

  3.2

  346

  14

 

    1

Y

Steel Bldg./Steel Roof

Augusta II

1987

  46,318

Y

 

  3.5

  361

   4

 

    1

Y

Masonry Wall/Steel Roof

Atlanta-Metro IX

1988

  55,956

Y

 

  4.6

  404

   6

 

    1

Y

Steel Bldg./Steel Roof

Atlanta-Metro X

1988

  48,635

Y

 

  6.8

  445

   9

 

    1

N

Steel Bldg./Steel Roof

Macon II

1989/94

  57,950

Y

 

14.0

  504

  11

 

    1

Y

Steel Bldg./Steel Roof

Savannah II

1988

  49,215

Y

 

  2.6

  459

   8

 

    1

Y

Masonry Wall/Steel Roof

Atlanta-Alpharetta

1994

  80,550

Y

 

  5.8

  546

   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

  622

   8

 

1&2

Y

Steel & Masonry Bldg./Steel Roof

Ft. Oglethorpe

1989

  45,100

Y

 

  3.3

  443

   6

 

    1

Y

Masonry Wall/Metal Roof

Kingsland

1989

  66,837

N

 

  4.1

  562

   12

 

    1

Y

Masonry Wall/Metal Roof

  Louisiana

     

77%

             

Baton Rouge-Airline

1982

  71,920

Y

 

  2.5

  422

  12

 

    1

Y

Masonry Wall/Metal Roof

Baton Rouge-Airline 2

1985

  44,895

Y

 

  2.8

  437

   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

  433

   2

 

    1

Y

Metal Wall/Metal Roof

Lafayette-Ambassador

1975

  33,835

Y

 

  2.0

  427

   3

 

    1

Y

Masonry Wall/Shingle Roof

Lafayette-Evangeline

1977

  34,630

Y

 

  3.1

  347

   3

 

    1

Y

Masonry Wall/Metal Roof

Lafayette-Guilbeau

1994

  63,685

Y

 

  3.4

  598

   1

 

    1

N

Metal Wall/Metal Roof

  Maine

     

84%

             

Westbrook

1988

  45,740

Y

 

  5.9

  475

   7

 

    1

Y

Metal Wall/Metal Roof

Saco

1988

  53,750

N

 

  4.2

  419

 12

 

    1

N

Masonry Wall/Metal Roof

  Maryland

     

89%

             

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

  60,573

Y

 

  2.2

  531

   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

     

90%

             

New Bedford

1982

  42,338

Y

 

  3.4

  376

   7

 

    1

Y

Steel Bldg./Steel Roof

Springfield

1986

  41,835

Y

 

  4.7

  308

   5

 

    1

N

Masonry Wall/Shingle Roof

Salem

1979

  53,325

Y

 

  2.0

  496

   2

 

    2

Y

Steel Wall/Metal Roof

Boston-Metro I

1980

  37,905

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

  44,630

Y

 

  3.0

  523

   1

 

    3

N

Masonry & Metal Wall/Metal Roof

Dracut

1986

  45,926

N

 

  5.0

  403

 11

 

    1

Y

Masonry Wall/Metal Roof

Methuen

1984

  50,640

N

 

  3.4

  383

   6

 

    1

Y

Masonry Wall/Metal Roof

Plymouth

1996

  95,225

N

 

  7.7

  750

 14

 

    1

N

Metal Wall/Metal Roof

Sandwich

1984

  39,000

N

 

  4.9

  360

   8

 

    1

N

Metal Wall/Metal Roof

  Michigan

     

81%

             

Grand Rapids II

1983

  43,600

Y

 

  8.0

  389

   6

 

    1

N

Masonry & Steel Walls

Holland

1978

  58,880

Y

 

  8.3

  434

  10

 

    1

Y

Masonry Wall/Steel Roof

Holland-Paw Paw

1978

  37,628

Y

 

  5.3

  279

   8

 

    1

Y

Masonry Wall/Steel Roof

Waterford-Highland

1978

136,711

Y

 

16.6

1,664

  16

 

    1

Y

Masonry Wall/Metal Roof

  Mississippi

     

90%

             

Jackson I

1990

  42,170

Y

 

  2.0

  350

   6

 

    1

Y

Masonry/Steel Roof

Jackson II

1990

  38,835

Y

 

  2.1

  308

   9

 

    1

Y

Masonry/Steel Roof

Jackson III-155

1995

  61,948

Y

 

  1.3

  422

   2

 

    1

N

Metal Wall/Metal Roof

Jackson-N. West

1984

  57,775

Y

 

  5.2

  479

  13

 

    1

Y

Masonry Wall/Metal Roof

 New Hampshire

     

93%

             

Salem-Policy

1980

  62,025

Y

 

  8.7

  545

   9

 

    1

Y

Masonry Wall/Metal Roof

  New York

     

88%

             

Middletown

1988

  33,865

Y

 

  2.8

  337

   4

 

    1

N

Steel Bldg./Steel Roof

Buffalo I

1981

  76,270

Y

 

  5.1

  535

  10

 

    1

Y

Steel Bldg./Steel Roof

Rochester I

1981

  41,834

Y

 

  2.9

  406

   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

  54,765

Y

 

  6.2

  437

  12

 

    1

Y

Steel Bldg./Steel Roof

Syracuse 1

1987

  72,120

Y

 

  7.5

  664

  16

 

    1

N

Steel Bldg./Steel Roof

Syracuse II

1983

  67,879

Y

 

  3.6

  546

  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

  66,390

Y

 

  6.1

  637

  10

 

    1

Y

Metal Wall/Metal Roof

Monroe

1990

  36,240

Y

 

 13.3

  318

   4

 

    1

N

Metal Wall/Metal Roof

  North Carolina

     

76%

             

Charlotte

1986

  37,815

Y

 

  2.9

  333

   6

 

    1

Y

Steel Bldg./Steel Roof

Fayetteville

1980

  88,024

Y

 

  6.2

  898

  12

 

    1

Y

Steel Bldg./Steel Roof

Greensboro

1986

  45,230

Y

 

  3.4

  404

   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

  318

   8

 

    1

Y

Steel Bldg./Steel Roof

Charlotte II

1995

  49,107

Y

 

  5.6

  405

   7

 

    1

Y

Masonry Wall/Steel Roof

Charlotte III

1995

  30,920

Y

 

  2.9

  319

   6

 

    1

Y

Masonry Wall/Steel Roof

Greensboro-Hilltop

1995

  32,228

Y

 

  1.0

  297

   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

  58,120

Y

 

  2.5

  494

   9

 

    1

N

Steel Wall/Metal Roof

Durham-Hillborough

1988/91

  67,911

Y

 

  5.0

  600

   5

 

    1

Y

Metal Wall/Metal Roof

Durham-Cornwallis

1990/96

  78,670

Y

 

  4.7

  663

   9

 

    1

Y

Masonry Wall/Metal Roof

Jacksonville-Center

1995

  51,100

Y

 

  5.0

  422

  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

  43,540

Y

 

  8.4

  401

   6

 

    1

Y

Masonry Wall/Shingle Roof

  Ohio

     

85%

             

Youngstown

1980

  54,830

Y

 

  5.8

  362

   5

 

    1

Y

Steel Bldg./Steel Roof

Cleveland-Metro I

1980

  49,200

Y

 

  6.4

  358

   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

  68,075

Y

 

  3.4

  586

  12

 

    1

Y

Masonry Wall/Steel Roof

Cleveland IV

1978

  65,000

Y

 

  3.5

  561

   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

  47,150

Y

 

  2.6

  378

   8

 

    1

Y

Masonry Wall/Steel Roof

Cleveland VII

1977

  70,140

Y

 

  4.3

  603

  13

 

    1

Y

Masonry Wall/Steel Roof

Cleveland VIII

1970

  47,975

Y

 

  5.7

  468

   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

  46,852

Y

 

  5.8

  370

   6

 

    1

N

Metal Wall/Metal Roof

Warren-Elm

1986

  60,200

Y

 

  7.3

  495

   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

  61,818

Y

 

  5.5

  547

   9

 

    1

N

Metal Wall/Steel Roof

  Pennsylvania

     

91%

             

Allentown

1983

  40,800

Y

 

  6.3

  341

   7

 

    1

Y

Masonry Wall/Shingle Roof

Sharon

1975

  38,270

Y

 

  3.0

  303

   5

 

    1

Y

Steel Bldg./Steel Roof

Harrisburg I

1983

  48,850

Y

 

  4.1

  435

   9

 

    1

Y

Masonry Wall/Steel Roof

Harrisburg II

1985

  59,450

Y

 

  9.2

  292

  10

 

    1

Y

Masonry Wall/Steel Roof

Pittsburgh

1990

  57,365

Y

 

  3.4

  504

   6

 

    1

Y

Steel Bldg./Steel Roof

Pittsburgh II

1983

 102,500

Y

 

  4.8

  744

   4

 

    2

Y

Masonry Wall/Shingled Roof

Harrisburg-Peiffers

1984

  63,740

Y

 

  4.1

  604

   9

 

    1

Y

Masonry Wall/Metal Roof

  Rhode Island

     

92%

             

East Greenwich

1984

  45,770

Y

 

  2.9

  410

   9

 

    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

  52,551

Y

 

  2.3

  485

   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

     

76%

             

Charleston I

1985

  49,584

Y

 

  3.3

  408

  11

 

    1

Y

Steel Bldg./Mas. Wall/Steel Roof

Columbia I

1985

  47,710

Y

 

  3.3

  390

   7

 

    1

Y

Steel Bldg./Steel Roof

Columbia II

1987

  58,730

Y

 

  6.0

  446

   8

 

    1

N

Steel Bldg./Steel Roof

Columbia III

1989

  40,890

Y

 

  3.5

  332

   5

 

    2

Y

Steel Bldg./Steel Roof

Columbia IV

1986

  57,770

Y

 

  5.6

  451

   7

 

    1

Y

Steel Bldg./Steel Roof

Spartanburg

1989

  40,450

Y

 

  3.6

  348

   6

 

    1

Y

Steel Bldg./Steel Roof

Charlestown II

1985

  40,318

Y

 

  2.2

  331

  10

 

    1

Y

Masonry Wall/Steel Roof

Columbia

1985

  72,950

N

 

  5.0

  806

  17

 

    1

Y

Masonry Wall/Steel Roof

Myrtle Beach

1984

  61,510

N

 

  4.8

  610

  12

 

    1

Y

Masonry Wall/Steel Roof

  Tennessee

     

85%

             

Chattanooga-Lee Hwy

1987

  37,877

Y

 

  3.3

  397

   6

 

    1

Y

Masonry Wall/Metal Roof

Chattanooga-Hwy 58

1985

  35,750

Y

 

  2.4

  313

   4

 

    1

Y

Masonry Wall/Metal Roof

Hendersonville

1986/97

  93,955

Y

 

  5.7

  651

  16

 

    1

Y

Masonry Wall/Metal Roof

  Texas

     

85%

             

Arlington I

1987

  45,815

Y

 

  2.3

  382

   7

 

    1

Y

Masonry Wall/Steel Roof

Arlington II

1986

  67,220

Y

 

  3.8

  281

  11

 

    1

Y

Masonry Wall/Steel Roof

Ft. Worth

1986

  40,875

Y

 

  2.4

  333

   3

 

    1

Y

Masonry Wall/Asphalt Roof

San Antonio I

1986

  49,570

Y

 

  3.9

  483

  12

 

    1

Y

Masonry Wall/Steel Roof

San Antonio II

1986

  39,870

Y

 

  1.9

  283

   7

 

    1

Y

Masonry Wall/Steel Roof

San Antonio III

1981

  48,782

Y

 

  2.6

  485

   5

 

    1

Y

Masonry Wall/Steel Roof

Universal

1985

  35,160

Y

 

  2.4

  389

   8

 

    1

Y

Masonry Wall/Steel Roof

San Antonio IV

1995

  54,720

Y

 

  5.4

  528

  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

  61,971

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

 121,053

Y

 

  5.9

1,101

   8

 

1&2

Y

Masonry Wall/Steel Roof

Dallas-Centennial

1977

 103,171

Y

 

  6.7

1,065

   8

 

1&2

N

Masonry Wall/Steel Roof

Dallas-Samuell

1975

  79,046

Y

 

  3.8

  784

   6

 

1&2

Y

Masonry Wall/Steel Roof

Dallas-Hargrove

1975

  71,934

Y

 

  3.1

  734

   5

 

1&2

Y

Masonry Wall/Steel Roof

Houston-Antoine

1984

  75,720

Y

 

  4.1

  661

   9

 

    1

Y

Metal Wall/Metal Roof

Katy

1994

  43,995

Y

 

  8.6

  437

  10

 

    1

Y

Metal Wall/Metal Roof

Humble

1986

  63,789

Y

 

  2.3

  589

   6

 

    1

Y

Masonry Wall/Metal Roof

Houston-Old Katy

1996

  52,860

Y

 

  3.0

  490

  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

  497

   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

  76,625

Y

 

  7.4

  552

  11

 

    1

Y

Metal Wall/Metal Roof

Katy-Franz

1993

  67,135

Y

 

  7.2

  533

  10

 

    1

Y

Metal Wall/Metal Roof

Cedar Hill

1985

  52,735

Y

 

  3.0

  410

  16

 

    1

Y

Metal Wall/Metal Roof

Seabrook

1996

  61,645

Y

 

  4.3

  547

   5

 

    1

Y

Metal Wall/Metal Roof

  Virginia

     

84%

             

Newport News I

1988

  58,275

Y

 

  3.2

  475

   7

 

    1

Y

Steel Bldg./Steel Roof

Alexandria

1984

  76,597

Y

 

  3.2

1,137

   4

 

    2

Y

Masonry Wall/Tar & Gravel Roof

Norfolk I

1984

  50,520

Y

 

  2.7

  379

   7

 

    1

Y

Steel Bldg./Steel Roof

Norfolk II

1989

  45,275

Y

 

  2.1

  351

   4

 

    1

Y

Masonry Wall/Steel Roof

Richmond

1987

  51,985

Y

 

  2.7

  525

   5

 

    1

Y

Masonry Wall/Steel Roof

Newport News II

1988/93

  63,655

Y

 

  4.7

  414

   8

 

    1

Y

Steel Bldg./Steel Roof

Lynchburg-Lakeside

1982

  47,628

Y

 

  5.3

  433

  10

 

    1

Y

Masonry Wall/Steel Roof

Lynchburg-Timberlake

1985

  43,830

Y

 

  2.3

  353

   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

  338

   7

 

    1

Y

Metal Wall/Steel Roof

Danville

1988

  49,792

Y

 

  3.2

  408

   8

 

    1

N

Steel Wall/Metal Roof

Chesapeake-Military

1996

  58,450

Y

 

  3.0

  526

   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

  553

   5

 

    1

N

Masonry Wall/Metal Roof

Virginia Beach-Central

1993/95

  95,991

Y

 

  5.0

  881

   6

 

    1

N

Masonry Wall/Metal Roof

Norfolk-Naval Base

1975

 126,918

Y

 

  5.2

1,251

  11

 

    1

N

Masonry Wall/Metal Roof

Lynchburg-Timberlake

1990/96

  50,289

Y

 

  5.2

  473

   7

 

    1

N

Masonry Wall/Metal Roof

               Total for all Properties                          12,966,805                        84%             993       113,775   1,877

 

Item 3.

Legal Proceedings

A former business associate (the "Plaintiff") of certain officers and directors of the Company, including Robert J. Attea, Kenneth F. Myszka, David L. Rogers and Charles E. Lannon (the "Founding Shareholders"), 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 the Founding Sharehol ders as additional defendants. In April 2000, following trial, the jury rendered a verdict adverse to the Company with respect to the 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. The Company filed a post-trial motion for judgment as a matter of law and a motion for a new trial. Although the motion for judgment as a matter of law was denied, the motion for a new trial was granted and a new trial was scheduled. Prior to the commencement of the new trial, the parties agreed to settle the lawsuit and the Company paid $2,359,174 to the Plaintiff in settlement of all claims. In addition, legal fees and related expenses totaling $1,686,000 were paid by the Company in connection with the lawsuit, and $781,000 was paid in connection with its own counterclaim against the Plaintiff. Pursuant to their agreement with the Company to pay certain costs and losses arising from the lawsuit, the Found ing Shareholders made payment to the Company in April 2001 of $1,785,000 and in November 2001 by the redemption of 46,528 shares of the Company's common stock owned by them having a market value of approximately $1,360,000. The cost to the Operating Partnership, after indemnification by the Founding Shareholders, was $1.7 million.

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 Units. As of March 15, 2002, there were 14 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.

History of Distributions Declared on Units

1st Quarter, 2000

$0.570 per unit

2nd Quarter, 2000

$0.570 per unit

3rd Quarter, 2000

$0.580 per unit

4th Quarter, 2000

$0.580 per unit

   

1st Quarter, 2001

$0.580 per unit

2nd Quarter, 2001

$0.580 per unit

3rd Quarter, 2001

$0.590 per unit

4th Quarter, 2001

$0.590 per unit

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 t he 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 105% 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 affect the ability of the Operating Partnership to make distributions, as currently anticipated.

 

 

 

Item 6.

Selected Financial Data

 

At or For Year Ended December 31,

(dollars in thousands,
except per unit data)


2001


2000


1999


1998


1997

           

Operating Data

         

Total revenues

$  91,407 

$  92,510 

$  84,256 

$  69,360 

$  49,354 

Income before extraordinary item

25,721 

27,730 

27,347 

25,155 

23,763 

Net income

25,721 

27,519 

27,347 

24,798 

23,763 

Income per common unit before
  extraordinary item - basic


1.75 


1.92 


1.97 


1.94 


1.97 

Net income per unit - basic

1.75 

1.90 

1.97 

1.91 

1.97 

Net income per unit - diluted

1.74 

1.90 

1.97 

1.91 

1.96 

Distributions declared per unit

2.34 

2.30 

2.26 

2.20 

2.12 

           

Balance Sheet Data

Investment in storage facilities at cost


$611,289 


$562,721 


$556,473 


$502,502 


$333,036 

Total assets

567,838 

547,139 

529,719 

490,124 

327,073 

Total debt

241,190 

231,223 

203,253 

190,059 

39,559 

Total liabilities

255,999 

246,309 

218,281 

203,439 

50,319 

Limited partners' capital interest
  at redemption value


20,584 


16,954 


15,888 


21,683 


14,454 

Partners' capital

274,170 

283,876 

295,550 

265,002 

262,300 

Other Data

         

Net cash provided by operating activities

$  40,922 

$  39,428 

$  41,001 

$  35,151 

$  31,159 

Net cash used in investing activities

(17,751)

(25,274)

(51,335)

(154,367)

(98,765)

Net cash (used in) provided by
  financing activities


(22,709)


(13,765)


8,382 


119,633 


53,486 

Funds from operations available to
  common unitholders (a)

39,162


36,262 


37,815 


35,762 


30,294 

(a)

Funds from operations ("FFO") means income (loss) before extraordinary item (computed in accordance with GAAP) adjusted as follows: (i) less gain on sale of property, (ii) plus depreciation of real estate assets and amortization of intangible assets exclusive of deferred financing costs, (iii) plus significant non-recurring events (lawsuit settlement in 2001 and unsuccessful debt offering costs in 1998), and (iv) less FFO attributable to minority interest. 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 of the Operating Partnership. Accordingly, FFO is not a substitute for the Operating Partnership's cash flow or net income as a measure of the Operating Partnership's 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," "expects", "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 exi sting properties to those joint ventures; the Operating Partnership's ability to effectively compete in the industry 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; interest rates may fluctuate, impacting costs associated with the Operating Partnership's outstanding floating rate debt; 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.

Significant Accounting Policies And Estimates

The Operating Partnership's discussion and analysis of its financial condition and results of operations are based upon the Operating Partnership's consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the Operating Partnership to make estimates and judgments that affect the amounts reported in the financial statements and the accompanying notes. On an on-going basis, the Operating Partnership evaluates its estimates and judgments, including those related to carrying values of storage facilities, bad debts, and contingencies and litigation. The Operating Partnership bases its estimates on experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results ma y differ from these estimates under different assumptions or conditions.

The Operating Partnership believes its judgment regarding the impairment of the carrying value of its storage facilities is a significant accounting policy. The Operating Partnership's policy is to assess any impairment of value whenever events or circumstances indicate that the carrying value of the storage facility may not be recoverable. Impairment is evaluated based upon comparing the sum of the expected undiscounted future cash flows to the carrying value of the storage facility, on a property by property basis. If the sum of the undiscounted cash flow is less than the carrying amount, an impairment loss is recognized for the amount by which the carrying amount exceeds the fair value of the asset. If cash flow projections are inaccurate and in the future it is determined that storage facility carrying values are not recoverable, impairment charges may be required at that time and could materially affect the Operating Partnership's operating results and financial position. At December 31, 2001 an d 2000, 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.

 

RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED

DECEMBER 31, 2000

          The Operating Partnership recorded rental revenues of $89.1 million for the year ended December 31, 2001, an increase of $0.9 million or 1% when compared to 2000 rental revenues of $88.2 million. Of this, $3.3 million resulted from a 4% increase in revenues at the 217 core properties considered in same store sales. $0.5 million resulted from the acquisition of 8 stores during 2001 and from having the 2000 acquisitions included for a full year of operations. These increases were offset by a $2.9 million decrease from the sale of 7 stores to a joint venture in 2000. Interest and other income increased to $2.3 million in 2001 from $2.1 million in 2000, due to increases in ancillary income from management fees, truck rental and cell towers.

          Property operating and real estate tax expense increased $1.5 million or 5% during the period. Of this, $1.4 million resulted from increased expenses at the 217 core properties considered as same stores. $0.7 million was incurred by the facilities acquired in 2001 and from having the 2000 acquisitions included for a full year of operations. These increases were offset by a reduction of $0.6 million from the sale of 7 stores to a joint venture in 2000.

          General and administrative expenses increased $2.2 million in 2001. The increase was primarily a result of a $1.7 million expense in connection with a lawsuit settlement - see discussion in "Legal Proceedings".

          In 2001, interest expense decreased to $13.9 million from $17.5 million as a result of significant decreases in interest rates.

          Depreciation and amortization expense increased to $15.0 million from $14.3 million, primarily as a result of the additional depreciation taken on the real estate assets acquired in 2001 and a full year of depreciation on 2000 acquisitions.

          The Operating Partnership recorded a $0.1 million loss in 2001 from its ownership interest in two real estate joint ventures.

          Earnings before interest, depreciation and amortization, minority interest and extraordinary loss decreased 7.9% from $59.5 million in 2000 to $54.8 million in 2001 as a result of the aforementioned items.

 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 r esulting in a $0.65 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 $0.2 million loss in 2000 from its ownership interest in two real estate joint ventures.

          Earnings before interest, depreciation and amortization, minority interest 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 $0.2 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.

PRO FORMA YEAR ENDED DECEMBER 31, 2001 COMPARED TO PRO FORMA YEAR ENDED DECEMBER 31, 2000

          The following unaudited pro forma information shows the results of operations as though the acquisitions and sales of storage facilities in 2001 and 2000 had all occurred as of the beginning of 2000.

 

Year Ended December 31,

(Dollars in thousands)

2001  

2000  

Revenues:

   

Rental income

$92,175 

$89,049 

Interest and other income

2,515 

1,880 

Total revenues

94,690 

90,929 

Expenses:

   

Property operations and maintenance

21,238 

19,573 

Real estate taxes

8,188 

7,712 

General and administrative

8,076 

5,846 

Interest

14,543 

14,543 

Depreciation and amortization

15,536 

15,536 

Equity in losses of joint ventures

102 

177 

Total expenses

67,683 

63,387 

Income before minority interest and
  extraordinary item


27,007 


27,542 

     

Minority interest

(1,313)

(1,332)

Income before extraordinary item

25,694 

26,210 

Extraordinary loss on extinguishment of debt

-   

(211)

Net income

$25,694 

$25,999 

Series B preferred unit dividend

(2,955)

(2,955)

Net income available to common unitholders

$22,739 

$23,044 

 

          Total revenues of $94.7 million in 2001 increased by 4.1% over 2000's revenues of $90.9 million, primarily as a result of rate increases at the stores and increases in other income.

          Operating expenses and real estate taxes in 2001 were $29.4 million, as compared to $27.3 million in 2000, an increase of 7.7%. The increase was due to increased personnel and property tax costs.

          General and administrative costs were determined by the Operating Partnership's historical costs incurred in the management of properties and increased due to a $1.7 million expense in connection with a lawsuit settlement in 2001.

          Interest expense in both years was determined by adjusting the 2001 expense for borrowings made for acquisitions.

          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 $134 million was drawn on December 31, 2001. 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 2002 bearing interest at LIBOR plus 1.375% and the other in the a mount of $75 million bearing interest at LIBOR plus 1.75%. The $75 million 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 Company 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+).

          In 2001, the Company acquired 66,753 shares of its common stock via the Share Repurchase Program authorized by the Board of Directors in 1998. Through December 31, 2001 the Company has reacquired 839,453 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, distributions, and share repurchases for the year 2002. The Operating Partnership expects to fund its maturing $30 million term note with the availability on its unsecured credit facility and the proceeds received from the sale of 8 properties to Locke Sovran II, LLC (see "Disposition of Properties"). Future growth is expected to be funded through issuance of secured or unsecured term notes, issuance of common or preferred stock, sale of Properties, private placement solicitation of joint venture equity and other sources of capital. The Operating Partnership's outstanding debt as of December 31, 2001, assuming available extensions, matures as follows:

2002: $30 million

2003: $134 million

2005: $75 million

ACQUISITION OF PROPERTIES

          During 2001 the Operating Partnership used borrowings pursuant to the line of credit to acquire 3 Properties in Massachusetts and Maine comprising 0.2 million square feet from unaffiliated storage operators. An unaffiliated company also contributed 5 properties to a consolidated joint venture, Locke Sovran II, LLC, in exchange for an ownership interest in that joint venture. These Properties are located in Georgia, Massachusetts, and South Carolina. In 2000, 5 facilities totaling 0.2 million square feet were acquired. At December 31, 2001, the Operating Partnership owned and/or operated 241 self-storage facilities in 21 states. Of these facilities, 11 are managed by the Operating Partnership for Locke Sovran I, LLC, an unconsolidated joint venture.

DISPOSITION OF PROPERTIES

During 2001, the Operating Partnership sold 8 Properties for approximately $24.5 million to Locke Sovran II, LLC. Because Locke Sovran II, LLC is a consolidated joint venture, no gain was recognized on the sale.

          In 2000, the Operating Partnership sold 7 Properties for approximately $20 million, recognizing a gain of $2.1 million. The gain recognized represents the proportion of the total gain not related to the Operating Partnership's ongoing ownership interest. 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 to fund its 45% interest in the venture and received a short-term promissory note of approximately $15 million. The note was repaid in 2001 and the Operating Partnership used the proceeds to pay down its outstanding line of credit, freeing up working capital for acquisitions and expansions done in 2001.

          The Operating Partnership may seek to sell additional Properties to similar joint venture programs in 2002.

INVESTMENT IN JOINT VENTURES

          Investment in joint ventures includes an ownership interest in Locke Sovran I, LLC, which operates 11 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 7 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% that was repaid in 2001, and a 45% interest in Locke Sovran I, LLC. For the year ended December 31, 2001, the Operating Partnership's share of Locke Sovran I, LLC's income was $163,000, which is recorded as equity in losses of joint ventures on the consolidated statements of income.

          The Operating Partnership also has a 49% ownership interest in Iskalo Office Holdings, LLC at December 31, 2001. The majority of the $800,000 investment relates to interest bearing loans made by the Operating Partnership to the joint venture. For the year ended December 31, 2001, the Operating Partnership's share of Iskalo Office Holdings, LLC's loss was $305,000. The Operating Partnership paid rent to Iskalo Office Holdings, LLC of $225,000 and $164,000 in 2001 and 2000, respectively.

A summary of the unconsolidated joint ventures financial statements as of and for the year ended December 31, 2001 is as follows:

(dollars in thousands)

   Locke Sovran I,

LLC  

 Iskalo Office Holdings, LLC 

Balance Sheet Data:

   

Investment in storage facilities, net

$ 40,426 

$           - 

Investment in office building

6,341 

Other assets

     1,957 

      160 

  Total Assets

$ 42,383 

$  6,501 

Due to the Operating Partnership

$ 679 

$ 800 

Mortgage payable

30,500 

6,440 

Other liabilities

      555 

      167 

  Total Liabilities

31,734 

7,407 

Unaffiliated partners' equity (deficiency)

5,465 

(482)

Operating Partnership equity (deficiency)

5,184 

(424)

  Total Liabilities and Partners' Equity (Deficiency)

$ 42,383 

$ 6,501 

Income Statement Data:

   

Total revenues

$ 5,511 

$ 474 

Total expenses

    5,150 

     1,097 

  Net income (loss)

$   361 

$  (623)

The Operating Partnership does not guarantee the debt of either joint venture.

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, 2001, the Operating Partnership had no contracts to acquire additional properties. The Operating Partnership's consolidated joint venture, Locke Sovran II, LLC had 12 properties under contract at December 31, 2001. All of these properties were purchased by Locke Sovran II, LLC in February 2002 for $25.9 million.

          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 90% 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 2002 may be applied toward the Company's 2001 distribution requirement. The Company's source of funds for such distributions are solely and directly from the Operating Partnership.

          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 2001, 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

          At December 31, 2001, the Operating Partnership has three outstanding interest rate swap agreements. The first, entered in March 2001, effectively fixes the LIBOR base rate at 5.36% through November 2005 on $50 million notional amount. The second, entered in September 2001, effectively fixes the LIBOR base rate at 4.485% through October 2006 on another $50 million notional amount. The third, also entered in September 2001, effectively fixes the LIBOR base rate at 4.805% through September 2008 on $30 million notional amount. The Operating Partnership has an unsecured credit facility in place through November 2003 enabling the Operating Partnership to borrow funds at rates of LIBOR plus 1.375% and 1.75%. Accordingly, as a result of the above described interest rate swap agreements, the Operating Partnership has fixed its interest rate through November 2003 on $50 million at 6.735%, on another $50 million at 5.86%, and on $30 million at 6.555%. Upon renewal or replacement of the credit facility, the Operating Partnership's total interest may change dependent on the terms it negotiates with its lenders; however, the LIBOR base rates have been contractually fixed on $130 million of the Operating Partnership's debt through the interest rate swap termination dates.

          Because all but $130 million of the Operating Partnership's outstanding debt of $241 million is on a floating rate basis, changes in short term interest rates could have a significant impact on the Operating Partnership's earnings and funds from operations. Should the Operating Partnership enter into further rate swap agreements, earnings could be negatively affected, as short-term rates are presently significantly below the five and seven year cost of funds.

          Based upon the Operating Partnership's indebtedness at December 31, 2001, and taking the interest rate swap agreements into account, a 1% increase in interest rates would result in an increase to interest expense of approximately $1.1 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 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.

Recent Accounting Pronouncement

In August 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS 144). SFAS 144 supersedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of, but retains its fundamental provisions for recognition and measurement of the impairment of long-lived assets to be held and used and those to be disposed of by sale. The Operating Partnership must adopt this standard in 2002. The Operating Partnership does not expect the adoption of this standard to have a material effect on its results of operations and financial condition.

 

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, 2001, 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 incorporated by reference to the information appearing under the caption "Interest Rate Risk" in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" above.

 

 

Item 8.

Financial Statements and Supplementary Data

SOVRAN ACQUISITION LIMITED PARTNERSHIP CONSOLIDATED BALANCE SHEETS

 

December 31,

(dollars in thousands, except unit data)

   2001   

   2000   

Assets

   

Investment in storage facilities:

   

 Land

$ 117,069 

$ 110,874 

 Building and equipment

   494,220 

   451,847 

 

611,289 

562,721 

 Less: accumulated depreciation

   (59,091)

   (45,253)

Investment in storage facilities, net

552,198 

517,468 

Cash and cash equivalents

1,883 

1,421 

Accounts receivable

1,064 

1,141 

Receivable from related parties

122 

2,007 

Notes receivable from joint ventures

679 

15,772 

Investment in joint ventures

3,659 

4,033 

Prepaid expenses

2,505 

2,030 

Other assets

     5,728 

     3,267 

  Total Assets

$ 567,838 

$ 547,139 

Liabilities

   

Line of credit

$134,000 

$124,000 

Term note

105,000 

105,000 

Accounts payable and accrued liabilities

3,969 

4,393 

Deferred revenue

3,157 

3,221 

Accrued distributions

7,683 

7,472 

Mortgage payable

     2,190 

     2,223 

  Total Liabilities

255,999 

246,309 

Minority interest

17,085 

-  

Limited partners' capital interest (660,814 units
  in 2001 and 853,037 in 2000) at redemption
  value




20,584 




16,954

     

Partners' Capital

   

General partner (219,567 units outstanding in 2001 and 2000)


4,873 


5,171 

Limited partner (12,135,394 and 11,809,120 units   issued and outstanding in 2001 and 2000,
  respectively)



238,924 



248,705 

Preferred partners (1,200,000 Series B Preferred

  Units, at $25 liquidation preference)


30,000 


30,000 

Accumulated other comprehensive income

373 

-  

  Total Partners' Capital

274,170 

283,876 

  Total Liabilities and Partners' Capital

$567,838 

$547,139 

See notes to financial statements.

   

SOVRAN ACQUISITION LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

Year Ended December 31,

(dollars in thousands, except per unit data)

  2001  

  2000  

  1999  

       

Revenues

     

 Rental income

$ 89,116 

$ 88,208 

$ 82,387 

 Interest and other income

2,291 

2,141 

1,217 

 Gain on sale of real estate

    -     

    2,161 

        652 

  Total revenues

91,407 

92,510 

84,256 

       

Expenses

     

 Property operations and maintenance

20,517 

19,329 

17,035 

 Real estate taxes

7,981 

7,718 

7,238 

 General and administrative

8,026 

5,786 

5,571 

 Interest

13,940 

17,497 

13,927 

 Depreciation and amortization

15,035 

14,273 

13,138 

 Equity in losses of joint ventures

     102 

     177 

       -    

  Total expenses

65,601 

64,780 

56,909 

       

Income before minority interest and
  extraordinary item


25,806 


27,730 


27,347 

Minority interest

  (85)

       -    

       -    

       

Income before extraordinary item

25,721 

27,730 

27,347 

Extraordinary loss on extinguishment of debt

     -    

      (211)

         -    

Net Income

$ 25,721 

$ 27,519 

$ 27,347 

       

Series B preferred unit distribution

   (2,955)

   (2,955)

   (1,239)

Net income available to common unitholders

$ 22,766 

$ 24,564 

$ 26,108 

       

Per Common Unit:

     

Earnings per common unit before extraordinary
  item - basic


$  1.75 


$  1.92 


$  1.97 

Extraordinary loss

    -    

     (0.02)

         -    

Earnings per common unit - basic

$  1.75 

$  1.90 

$  1.97 

Earnings per common unit - diluted

$  1.74 

$  1.90 

$  1.97 

       

Distributions declared per common unit

$  2.34 

$  2.30 

$  2.26 

See notes to financial statements.

Sovran Acquisition Limited Partnership
Statements of Partners' Capital



(Dollars in thousands)

Sovran
Holdings, Inc.
General Partner

Sovran Self
Storage Inc.
Limited Partner


Preferred
Partners

Accumulated
Other Comprehensive
Income

Total
Partners'
Capital


Limited Partners'
Capital Interest

             

Balance January 1, 1999

  $ 5,284 

 $ 259,718 

$ -     

$ -     

 $ 265,002 

  $ 21,683 

             

Proceeds from issuance of Partnership Units

-   

6,435 

-     

-     

6,435 

-     

Redemption of Partnership Units

-   

-   

-     

-     

-     

(261)

Issuance of 9.85% Series B Preferred Units

-   

(1,415)

30,000 

-     

28,585 

-     

Exercise of stock options

-   

169 

-     

-     

169 

-     

Earned portion of restricted stock

-   

102 

-     

-     

102 

-     

Purchase of treasury shares

-   

(6,454)

-     

-     

(6,454)

-     

Deferred compensation

-   

22 

-     

-     

22 

-     

Net income

427 

25,158 

-     

-     

25,585 

1,762 

Distributions

(517)

(28,736)

-     

-     

(29,253)

(1,939)

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

89 

5,268 


       -     

-     

5,357 

(5,357)

Balance December 31, 1999

    5,283 

 260,267 

 30,000 

  -  

 295,550 

  15,888 

Proceeds from issuance of Partnership Units

-   

2,064 

-     

-     

2,064 

-     

Earned portion of restricted stock

-   

137 

-     

-     

137 

-     

Purchase of treasury shares

-   

(7,784)

-     

-     

(7,784)

-     

Deferred compensation

-   

50 

-     

-     

50 

-     

Net income

469 

25,238 

-     

-     

25,707 

1,812 

Distributions

(559)

(30,073)

-     

-     

(30,632)

(1,962)

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


       (22)


     (1,194)


       -     

-     


     (1,216)


     1,216 

Balance December 31, 2000

    5,171 

 248,705 

 30,000 

  -  

 283,876 

  16,954 

 

 

Proceeds from issuance of Partnership Units

-   

5,209 

-     

-     

5,209 

-     

Redemption of Partnership Units

-   

1,868 

-     

-     

1,868 

(5,646)

Exercise of stock options

-   

1,096 

-     

-     

1,096 

-     

Earned portion of restricted stock

-   

424 

-     

-     

424 

-     

Purchase of treasury shares

-   

(1,809)

-     

-     

(1,809)

-     

Deferred compensation

-   

69 

-     

-     

69 

-     

Net income

429 

23,760 

-     

-     

24,189 

1,532 

Increase in fair value of derivatives

-   

-   

-     

373 

373 

-     

Total comprehensive income

-   

-   

-     

-     

24,562 

1,532 

Distributions

(560)

(31,093)

-     

-     

(31,653)

(1,728)

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


       (167)


     (9,305)


      -     

-     


     (9,472)


     9,472 

Balance December 31, 2001

$   4,873 

$ 238,924 

$  30,000 

$   373 

$ 274,170 

$  20,584 

 

See notes to financial statements.

SOVRAN ACQUISITION LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF CASH FLOWS

 

Year Ended December 31,

(dollars in thousands)

  2001  

  2000  

  1999  

       

Operating Activities

     

Net income

$ 25,721 

$ 27,519 

$ 27,347

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

     

Extraordinary loss

-    

211 

-    

Depreciation and amortization

15,035 

14,273 

13,138 

Gain on sale of real estate

-    

(2,161)

(652)

Equity in losses of joint ventures

102 

177 

-    

Minority interest

85 

-    

-    

Restricted stock earned

424 

137 

102 

Changes in assets and liabilities:

     

 Accounts receivable

91 

20 

(73)

 Fees receivable from joint ventures

711 

(711)

-    

 Prepaid expenses

(472)

(70)

73 

 Accounts payable and other liabilities

(626)

203 

988 

 Deferred revenue

    (149)

    (170)

      78 

Net cash provided by operating activities

40,922 

39,428 

41,001 

       

Investing Activities

     

 Additions to storage facilities

(31,483)

(23,390)

(53,090)

 Proceeds from sale of real estate

-    

-    

2,302 

 Cash distribution from (investment in) joint

ventures

272 

(514)

(212)

 Reimbursement of advances made to joint

ventures

14,382 

-    

-    

 Receipts from (advances to) related parties

1,885 

(1,370)

(287)

 Other assets

      (2,807)

        -    

        (48)

Net cash used in investing activities

(17,751)

(25,274)

(51,335)

       

Financing Activities

     

 Net proceeds from sale of partnership units

6,374 

2,064 

6,604 

 Net proceeds from sale of preferred units

-    

-    

28,585 

 Proceeds from line of credit

10,000 

1,000 

11,000 

 Proceeds from term note

-    

30,000 

-    

 Financing costs

(398)

(3,388)

-    

 Distributions paid

(33,065)

(32,627)

(31,074)

 Purchase of treasury stock

(1,809)

(7,784)

(6,454)

 Redemption of operating partnership units

(3,778)

-    

(261)

 Mortgage principal payments

      (33)

     (3,030)

       (18)

       

Net cash (used in) provided by financing activities

   (22,709)

   (13,765)

    8,382 

Net increase (decrease) in cash

462 

389 

(1,952)

Cash at beginning of period

      1,421 

      1,032 

    2,984 

Cash at end of period

$   1,883 

$   1,421 

$  1,032 

 

 

 

Year Ended December 31,

(dollars in thousands)

  2001  

  2000  

  1999  

Supplemental cash flow information

     

Cash paid for interest

$ 14,416 

$ 16,948 

$ 13,966 

Storage facilities acquired through issuance of
  an ownership interest in the consolidated joint venture


17,000 


- -    


- -    

Note 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 assumption
  of mortgage


- -    


- -    


2,212 

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


165 


83 


463 

Distributions declared but unpaid at December 31, 2001, 2000 and 1999 were $7,683, $7,472, and $7,496, respectively.

See notes to financial statements.

 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Sovran Acquisition Limited Partnership - December 31, 2001

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, 2001, the Operating Partnership owned and/or managed 241 self-storage properties under the "Uncle Bob's Self Storage" ® trade name in 21 states.

          As of December 31, 2001, the Company was a 94.92% 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 Operati ng 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

Basis of Presentation: The consolidated financial statements of the Operating Partnership include the accounts of the Operating Partnership and Locke Sovran II, LLC, a majority owned joint venture. All intercompany transactions and balances have been eliminated. Investments in joint ventures which are not majority owned are reported using the equity method.

Cash and Cash Equivalents: The Operating Partnership considers all highly liquid debt instruments purchased with maturities 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, 2001, 2000, and 1999 were $0.4 million, $1.4 million and $0.4 million, respectively.

Interest and 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 undiscounted 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, 2001 and 2000, 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.

Other Assets: Included in other assets are intangible assets and a note receivable of $2.8 million. The intangible assets at December 31, 2001, consist primarily of loan acquisition costs of approximately $3.6 million, net of accumulated amortization of approximately $1.1 million; and covenants not to compete of $0.8 million, net of accumulated amortization of $0.8 million. Loan acquisition costs are amortized over the terms of the related debt; and the covenants are amortized over the contract periods. Amortization expense was $1.1 million, $0.9 million and $0.9 million for the periods ended December 31, 2001, 2000 and 1999, respectively. The note receivable of $2.8 million represents a note from certain investors of Locke Sovran II, LLC. The note bears interest at LIBOR plus 2.4% and matures upon the dissolution of Locke Sovran II, LLC.

Minority Interest: The minority interest reflects the joint venture partner's interest in Locke Sovran II, LLC. Amounts allocated to the joint venture partners are reflected as an expense in the income statement and increase the minority interest in the balance sheet. Distributions to these partners reduce this balance.

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.

Comprehensive Income: Comprehensive income consists of net income and the change in value of derivatives used for hedging purposes and is reported in the consolidated statements of partner's capital.

Derivative Financial Instruments: On January 1, 2001, the Operating Partnership adopted SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", as amended, which requires companies to carry all derivatives on the balance sheet at fair value. The Operating Partnership determines the fair value of derivatives by reference to quoted market prices. The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, if so, the reason for holding it. The Operating Partnership's use of derivative instruments is limited to cash flow hedges, as defined in SFAS No. 133, of certain interest rate risks.

Recent Accounting Pronouncement: In August 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS 144). SFAS 144 supersedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of, but retains its fundamental provisions for recognition and measurement of the impairment of long-lived assets to be held and used and those to be disposed of by sale. The Operating Partnership must adopt this standard in 2002. The Operating Partnership does not expect the adoption of this standard to have a material effect on its results of operations and financial condition.

Reclassification: Certain amounts from the 2000 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.

 

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 unit distributions 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 common unit.


(Amounts in thousands,
except per unit data)

Year Ended
December 31,
2001

Year Ended
December 31,
2000

Year Ended
December 31,
1999


Numerator:
  Net income available to common unitholders



$ 22,766 



$ 24,564 



$ 26,108


Denominator
  Denominator for basic earnings per unit -
  weighted average units




12,991 




12,920 




13,267 


Effect of Dilutive Securities:
  Options for Company stock



101 





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



13,092 



12,921 



13,270 


Basic Earnings per Common Unit


$  1.75 


$  1.90 


$  1.97 


Diluted Earnings per Common Unit


$  1.74 


$  1.90 


$  1.97 

 

4.  INVESTMENT IN STORAGE FACILITIES

The following summarizes activity in storage facilities during the years ended December 31, 2001 and December 31, 2000.

 

(Dollars in thousands)

2001  

2000  

Cost:

   

  Beginning balance

$562,721 

$556,473 

  Property acquisitions

30,269 

11,239 

  Improvements and equipment additions

18,527 

12,228 

  Dispositions

(228)

(17,219)


Ending balance


$611,289 


$562,721 


Accumulated Depreciation:

   

  Beginning balance

$ 45,253 

$ 33,453 

  Additions during the year

13,918 

13,352 

  Dispositions

(80)

(1,552)


Ending balance


$ 59,091 


$ 45,253 

 

 

 

5.  UNSECURED LINE OF CREDIT AND TERM NOTE

          The Operating Partnership has a $150 million revolving line of credit due November 2003 at LIBOR plus 1.375%, a $75 million term loan due November 2003 (extendable, at the Operating Partnership's option to November 2005) at LIBOR plus 1.75%, and a $30 million term loan due November 2002 at LIBOR plus 1.375%. The weighted average interest rate at December 31, 2001 on the Operating Partnership's credit facility before the effect of interest rate swaps was approximately 3.5% (8.2% at December 31, 2000). At December 31, 2001, there was $16 million available on the line of credit.

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

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

6.  DERIVATIVE FINANCIAL INSTRUMENTS

Interest rate swaps are used to adjust the proportion of total debt that is subject to variable and fixed interest rates. The interest rate swaps require the Operating Partnership to pay an amount equal to a specific fixed rate of interest times a notional principal amount and to receive in return an amount equal to a variable rate of interest times the same notional amount. The notional amounts are not changed. No other cash payments are made unless the contract is terminated prior to its maturity, in which case the contract would likely be settled for an amount equal to its net present value. The Operating Partnership enters interest rate swaps with a number of major financial institutions to minimize counterparty credit risk.

The interest rate swaps qualify and are designated as hedges of the amount of future cash flows related to interest payments on variable rate debt. Therefore, the interest rate swaps are recorded in the consolidated balance sheet at fair value and the related gains or losses are deferred in partners' capital as Accumulated Other Comprehensive Income (AOCI). These deferred gains and losses are amortized into interest expense during the period or periods in which the related interest payments affect earnings. However, to the extent that the interest rate swaps are not perfectly effective in offsetting the change in value of the interest payments being hedged, the ineffective portion of these contracts is recognized in earnings immediately. Ineffectiveness was immaterial in 2001.

The Operating Partnership has entered into three interest rate swap agreements, one in March 2001 for $50 million and two in September 2001 for $50 million and $30 million, to effectively convert a total of $130 million of variable-rate debt to fixed-rate debt. One of the $50 million interest rate swap agreements matures in November 2005, the other matures in October 2006, and the $30 million swap agreement matures in September 2008.

          The 2001 interest rate swap agreements are the only derivative instruments, as defined by SFAS No. 133, held by the Operating Partnership; as such there was no impact upon adoption of SFAS No. 133 at January 1, 2001. During 2001, the net reclassification from AOCI to interest expense was $1.1 million based on payments made under the swap agreements. Based on current interest rates, the Operating Partnership estimates that payments under the interest rate swaps will be approximately $3.9 million in 2002. Payments made under the interest rate swap agreements will be reclassified to interest expense as settlements occur. The fair value of the swap agreements at December 31, 2001 was a $373,000 asset.

 

7.  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 2001 and 2000 had all occurred as of the beginning of 2000.

 

Year ended December 31,

(Dollars in thousands, except unit data)

2001  

2000  

Total revenues

$  94,690 

$ 90,929 

Total expenses

(67,683)

(63,387)

Minority interest

(1,313)

(1,332)

Income before extraordinary loss

25,694 

26,210 

Net Income

$  25,694 

$  25,999 

Net income available to common unitholders

$  22,739 

$  23,044 

Earnings per common unit before extraordinary loss - basic

$      1.75 

$      1.79 

Earnings per common unit - basic

$      1.75 

$      1.77 

Earnings per common unit - diluted

$      1.73 

$      1.76 

Common units used in basic earnings per unit calculation

13,015,775 

13,015,775 

          Such unaudited pro forma information is based upon the historical consolidated statements of operations of the Operating Partnership and the acquired entities. 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.

8.  STOCK OPTIONS

          The Operating Partnership accounts for stock-based compensation using the measurement prescribed by APB Opinion No. 25 which does not recognize compensation expense because the number of stock options 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 Company established the 1995 Award and Option Plan (the Plan) for the purpose of attracting and retaining the Company's executive officers and other key employees. 1,500,000 shares were authorized for issuance under the Plan. 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, 2001, options for 829,050 shares were outstanding under the Plan and 394,610 shares of common stock are available for future issuance.

          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, 2001, options for 73,500 shares were outstanding under the Non-employee Plan.

          The fair value for the stock 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 5.0% for 2001, 6.5% for 2000, and 7.0% for 1999; dividend yield of 10.7% for 2001, 11% for 2000, and 10% for 1999; volatility factor of the expected market price of the Company's common stock of .23 for 2001, and .21 for 2000 and 1999. The average fair value of options granted was $.93 in 2001, $.90 in 2000, and $1.76 in 1999.

          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 years ended December 31, 2001, 2000 and 1999 follows (in thousands, except for earnings per unit information).

 

2001

2000

1999


Pro forma net income available to common
 unitholders



$ 22,578 



$ 24,454 



$ 26,001 

Pro forma earnings per common unit - Basic
                                                            - Diluted

$     1.74 
$     1.72 

$     1.89 
$     1.89 

$     1.96 
$     1.96 

The Company has also issued 113,840 shares of restricted stock to employees which vest over four and five year periods. The fair market value of the restricted stock on the date of grant ranged from $20.38 to $30.36. 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:

 

 

2001

2000

1999

 




Options

Weighted
average
exercise
price




Options

Weighted
average
exercise
price




Options

Weighted
average
exercise
price

Outstanding at beginning of year:


639,050 


$   23.67 


433,050 


$   25.32 


387,600 


$    25.99 

             

Granted

329,500 

21.71 

212,000 

19.19 

58,200 

27.18 

Exercised

(52,500)

20.77 

-    

-    

(6,750)

23.00 

Forfeited

(13,500)

20.75 

(6,000)

19.06 

(6,000)

30.62 

Outstanding at end of
year


902,550 


$    23.14 


639,050 


$    23.67 


433,050 


$    25.32 

Exercisable at end of
year


417,370 


$    24.55 


328,743 


$    24.24 


305,910 


$    24.27 

          Exercise prices for options outstanding as of December 31, 2001 ranged from $19.07 to $29.66. The weighted average remaining contractual life of those options is 6.97 years.

9.  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 that the employee contributes. Total expense to the Operating Partnership was approximately $63,000, $60,000 and $56,000 for the years ended December 31, 2001, 2000 and 1999, respectively.

 

10.  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 hol der 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.

 

11.  INVESTMENT IN JOINT VENTURES

          Investment in joint ventures includes an ownership interest in Locke Sovran I, LLC, which operates 11 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% that was repaid in 2001, 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 was deferred as a result of the Operating Partnership's continuing ownership interest in Locke Sovran I, LLC, as such the initial investment, including cash funding, was recorded at $3.1 million. The deferred gain is being amortized over the life of the properties, consistent with the depreciation expense recorded by Locke Sovran I, LLC. For the year ended December 31, 2001, the Operating Partnership's share of Locke Sovran I, LLC's income was $163,000 and the amortization of the deferred gain was $40,000, both of which are recorded as equity in losses of joint ventures on the consolidated statements of income.

          The Operating Partnership also has a 49% ownership interest in Iskalo Office Holdings, LLC at December 31, 2001. The majority of the $800,000 investment relates to interest bearing loans made by the Operating Partnership to the joint venture. For the year ended December 31, 2001, the Operating Partnership's share of Iskalo Office Holdings, LLC's loss was $305,000. The Operating Partnership paid rent to Iskalo Office Holdings, LLC of $255,000 and $164,000 in 2001 and 2000, respectively.

A summary of the unconsolidated joint ventures financial statements as of and for the year ended December 31, 2001 is as follows:

(dollars in thousands)

   Locke Sovran I,
    LLC  

 Iskalo Office Holdings, LLC 

Balance Sheet Data:

   

Investment in storage facilities, net

$ 40,426 

$            - 

Investment in office building

6,341 

Other assets

     1,957 

      160 

  Total Assets

$ 42,383 

$  6,501 

Due to the Operating Partnership

$ 679 

$ 800 

Mortgage payable

30,500 

6,440 

Other liabilities

      555 

      167 

  Total Liabilities

31,734 

7,407 

Unaffiliated partners' equity (deficiency)

5,465 

(482)

Operating Partnership equity (deficiency)

5,184 

(424)

  Total Liabilities and Partners' Equity (Deficiency)

$ 42,383 

$ 6,501 

Income Statement Data:

   

Total revenue

$ 5,511 

$ 474 

Total expenses

    5,150 

     1,097 

  Net income (loss)

$   361 

$  (623)

12.  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, at 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.

The Series B Cumulative Redeemable Preferred Stock is recorded as Preferred Partners' Units in the Operating Partnership's balance sheet.

 

13.  SUPPLEMENTARY QUARTERLY FINANCIAL DATA (UNAUDITED)

          The following is a summary of quarterly results of operations for the years ended December 31, 2001 and 2000 (dollars in thousands, except per unit data).

 

2001 Quarter Ended

 

March 31  

June 30  

Sept. 30  

Dec. 31  

Revenue

$ 22,242 

$ 22,675 

$ 23,536 

$ 22,954 

Net Income

$   5,722 

$   6,854 

$   7,738 

$   5,407 

Net income available to common
  unitholders


$   4,983 


$   6,115 


$   6,999 


$   4,669 

Net Income Per Common Unit
  (Note 3):

       

  Basic

$     0.39 

$     0.47 

$     0.54 

$     0.35 

  Diluted

$     0.39 

$     0.47 

$     0.53 

$     0.35 

 

 

 

2000 Quarter Ended

 

March 31  

June 30  

Sept. 30  

Dec. 31  

Revenue

$ 21,798 

$ 22,289 

$ 23,486 

$ 24,937 

Income before extraordinary loss

$   6,219 

$   6,408 

$   6,632 

$   8,471 

Net Income

$   6,219 

$   6,408 

$   6,632 

$   8,260 

Net income available to common
  unitholders


$   5,480 


$   5,669 


$   5,893 


$   7,522 

Net Income Per Common Unit
  (Note 3):

       

  Before extraordinary loss - Basic

$     0.42 

$     0.44 

$     0.46 

$     0.60 

  Basic

$     0.42 

$     0.44 

$     0.46 

$     0.58 

  Diluted

$     0.42 

$     0.44 

$     0.46 

$     0.58 

The Operating Partnership's net income in the fourth quarter of 2001 was impacted by a $1.7 million expense in connection with a lawsuit settlement described in Note 15.

 

14.  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.

15.  LEGAL PROCEEDINGS

A former business associate (the "Plaintiff") of certain officers and directors of the Company, including Robert J. Attea, Kenneth F. Myszka, David L. Rogers and Charles E. Lannon (the "Founding Shareholders"), 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 the Founding Shareholders as additional defendants. In April 2000, following trial, the jury rendered a verdict adverse to the Company with respect to the 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. The Company filed a post-trial motion for judgment as a matter of law and a motion for a new trial. Although the motion for judgment as a matter of law was denied, the motion for a new trial was granted and a new trial was scheduled. Prior to the commencement of the new trial, the parties agreed to settle the lawsuit and the Company paid $2,359,174 to the Plaintiff in settlement of all claims. In addition, legal fees and related expenses totaling $1,686,000 were paid by the Company in connection with the lawsuit, and $781,000 was paid in connection with its own counterclaim against the Plaintiff. Pursuant to their agreement with the Company to pay certain costs and losses arising from the lawsuit, the Founding Shareholders made payment to the Company in April 2001 of $1,785,000 and in November 2001 by the redemption of 46,528 shares of the Company's common stock owned by them having a market value of approximately $1,360,000. The cost to the Operating Partnership, after indemnification by the Founding Shareholders, was $1.7 million.

 

Report of Independent Auditors

 

 

The Board of Directors and Partners
Sovran Acquisition Limited Partnership

          We have audited the accompanying consolidated balance sheets of Sovran Acquisition Limited Partnership as of December 31, 2001 and 2000 and the related consolidated statements of operations, partners' capital and cash flows for each of the three years in the period ended December 31, 2001. 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 consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Sovran Acquisition Limited Partnership as of December 31, 2001 and 2000, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2001, 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 consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

 

 

 

Ernst & Young LLP
Buffalo, New York
January 30, 2002

 

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 16, 2002.

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 16, 2002.

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.

     At December 31, 2001, the Company beneficially owns 12,354,961 Units which constitute 94.92% 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 16, 2002.

 

RECENT SALES OF UNREGISTERED SECURITIES

     During 2001, the Operating Partnership issued Units in private placements in reliance on the exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, in the amounts and for the consideration set forth below:

   

-

On January 22, 2001, in connection with the Sovran Self Storage, Inc. Dividend Reinvestment and Stock Purchase Plan, the Company transferred $900,901 to the Operating Partnership in exchange for 44,410 Units.

-

On February 9, 2001, in connection with the Sovran Self Storage, Inc. 1995 Award and Option Plan, the Operating Partnership issued 60,220 Units to the Company.

-

On February 22, 2001, in connection with the Sovran Self Storage, Inc. Dividend Reinvestment and Stock Purchase Plan, the Company transferred $283,027 to the Operating Partnership in exchange for 13,555 Units.

-

On March 1, 2001, the Operating Partnership redeemed 58,538 Units from a partner.

-

On March 22, 2001, in connection with the Sovran Self Storage, Inc. Dividend Reinvestment and Stock Purchase Plan, the Company transferred $333,310 to the Operating Partnership in exchange for 15,148 Units.

-

On April 20, 2001, in connection with the Sovran Self Storage, Inc. Dividend Reinvestment and Stock Purchase Plan, the Company transferred $1,136,918 to the Operating Partnership in exchange for 49,827 Units.

-

On May 22, 2001, in connection with the Sovran Self Storage, Inc. Dividend Reinvestment and Stock Purchase Plan, the Company transferred $530,061 to the Operating Partnership in exchange for 21,576 Units.

-

On May 30, 2001, in connection with the Sovran Self Storage, Inc. 1995 Award and Option Plan, the Operating Partnership issued 7,150 Units to the Company.

-

On June 23, 2001, in connection with the Sovran Self Storage, Inc. Dividend Reinvestment and Stock Purchase Plan, the Company transferred $20,748 to the Operating Partnership in exchange for 817 Units.

-

On June 29, 2001, in connection with the Sovran Self Storage, Inc. 1995 Award and Option Plan, the Operating Partnership issued 35,350 Units to the Company.

-

On July 20, 2001, in connection with the Sovran Self Storage, Inc. Dividend Reinvestment and Stock Purchase Plan, the Company transferred $616,548 to the Operating Partnership in exchange for 24,237 Units.

-

On July 30, 2001, in connection with the Sovran Self Storage, Inc. 1995 Award and Option Plan, the Operating Partnership issued 2,521 Units to the Company.

-

On August 22, 2001, in connection with the Sovran Self Storage, Inc. Dividend Reinvestment and Stock Purchase Plan, the Company transferred $116,553 to the Operating Partnership in exchange for 4,515 Units.

-

On September 24, 2001, in connection with the Sovran Self Storage, Inc. Dividend Reinvestment and Stock Purchase Plan, the Company transferred $81,762 to the Operating Partnership in exchange for 3,141 Units.

-

On September 25, 2001, the Operating Partnership redeemed 88,525 Units from a partner.

-

On October 10, 2001, in connection with the Sovran Self Storage, Inc. 1995 Award and Option Plan, the Operating Partnership issued 3,500 Units to the Company.

-

On October 22, 2001, in connection with the Sovran Self Storage, Inc. Dividend Reinvestment and Stock Purchase Plan, the Company transferred $951,230 to the Operating Partnership in exchange for 34,212 Units.

-

On November 19, 2001, in connection with the Sovran Self Storage, Inc. 1995 Award and Option Plan, the Operating Partnership issued 4,000 Units to the Company.

-

On November 23, 2001, in connection with the Sovran Self Storage, Inc. Dividend Reinvestment and Stock Purchase Plan, the Company transferred $34,285 to the Operating Partnership in exchange for 1,193 Units.

-

On December 17, 2001, the Operating Partnership redeemed 4,300 Units from a partner.

-

On December 20, 2001, in connection with the Company's incentive compensation plan, the Operating Partnership issued 18,165 Units to the Company.

-

On December 24, 2001, in connection with the Sovran Self Storage, Inc. Dividend Reinvestment and Stock Purchase Plan, the Company transferred $255,293 to the Operating Partnership in exchange for 8,631 Units.

Item 13.

Certain Relationships 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 16, 2002.

Part IV

Item 14.

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

(a)

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

1.

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

 

(i)

Consolidated Balance Sheets as of December 31, 2001 and 2000.

 

(ii)

Consolidated Statements of Operations for Years Ended December 31, 2001, 2000, and 1999.

 

(iii)

Consolidated Statements of Partners' Capital for Years Ended December 31, 2001, 2000, and 1999.

 

(iv)

Consolidated Statements of Cash Flows for Years Ended December 31, 2001, 2000, and 1999.

 

(v)

Notes to Consolidated Financial Statements.

2.

The following financial statement Schedule as of the period ended December 31, 2001 is included in this Annual Report on Form 10-K.

Schedule III Real Estate and Accumulated Depreciation.

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

3.

Exhibits - See the Exhibit Index beginning on page 62 of this Annual Report on Form 10-K.

 

(b)

Reports on Form 8-K.
    None.

 

Sovran Acquisition Limited Partnership

Schedule III
Combined Real Estate and Accumulated Depreciation
(in thousands)
December 31, 2001

 



Initial
                      Cost to Company 

Cost
Capitalized
Subsequent to
Acquisition



Gross Amount at Which
               Carried at Close of Period              

   
                   



Description



ST



Land  

Building,
Equipment and
Improvements

Building,
Equipment and
Improvements



Land  

Building,
Equipment and
Improvements



Total  


Accumulated
Depreciation



Acquired

                   

Boston-Metro I

MA

$    363

$  1,679

$   282

$   363

$  1,961

$  2,324

$   312

6/26/95

Boston-Metro II

MA

680

1,616

130

680

1,746

2,426

290

6/26/95

E. Providence

RI

345

1,268

147

344

1,416

1,760

237

6/26/95

Charleston I

SC

416

1,516

182

416

1,698

2,114

306

6/26/95

Lakeland I

FL

397

1,424

174

397

1,598

1,995

267

6/26/95

Charlotte

NC

308

1,102

211

308

1,313

1,621

204

6/26/95

Tallahassee I

FL

770

2,734

1,361

770

4,095

4,865

569

6/26/95

Youngstown

OH

239

1,110

282

239

1,392

1,631

249

6/26/95

Cleveland-Metro I

OH

179

836

389

179

1,225

1,404

183

6/26/95

Cleveland-Metro II

OH

701

1,659

210

701

1,869

2,570

316

6/26/95

Tallahassee II

FL

204

734

281

205

1,014

1,219

164

6/26/95

Pt. St. Lucie

FL

395

1,501

225

395

1,726

2,121

319

6/26/95

Deltona

FL

483

1,752

357

483

2,109

2,592

342

6/26/95

Middletown

NY

224

808

688

224

1,496

1,720

203

6/26/95

Buffalo I

NY

423

1,531

795

497

2,252

2,749

383

6/26/95

Rochester I

NY

395

1,404

147

395

1,551

1,946

244

6/26/95

Salisbury

MD

164

760

213

164

973

1,137

153

6/26/95

New Bedford

MA

367

1,325

248

367

1,573

1,940

280

6/26/95

Fayetteville

NC

853

3,057

219

853

3,276

4,129

529

6/26/95

Allentown

PA

199

921

837

203

1,754

1,957

221

6/26/95

Jacksonville I

FL

152

728

231

152

959

1,111

185

6/26/95

Columbia I

SC

268

1,248

209

268

1,457

1,725

238

6/26/95

Rochester II

NY

230

847

226

234

1,069

1,303

170

6/26/95

Savannah I

GA

463

1,684

1,088

463

2,772

3,235

340

6/26/95

Greensboro

NC

444

1,613

322

444

1,935

2,379

313

6/26/95

Raleigh I

NC

649

2,329

314

649

2,643

3,292

424

6/26/95

New Haven

CT

387

1,402

358

387

1,760

2,147

267

6/26/95

Atlanta-Metro I

GA

844

2,021

320

844

2,341

3,185

380

6/26/95

Atlanta-Metro II

GA

302

1,103

167

303

1,269

1,572

236

6/26/95

Buffalo II

NY

315

745

216

315

961

1,276

161

6/26/95

Raleigh II

NC

321

1,150

249

321

1,399

1,720

233

6/26/95

Columbia II

SC

361

1,331

162

374

1,480

1,854

268

6/26/95

Columbia III

SC

189

719

167

189

886

1,075

174

6/26/95

Columbia IV

SC

488

1,188

213

488

1,401

1,889

259

6/26/95

Atlanta-Metro III

GA

430

1,579

185

430

1,764

2,194

322

6/26/95

Orlando I

FL

513

1,930

236

513

2,166

2,679

381

6/26/95

Spartanburg

SC

331

1,209

132

331

1,341

1,672

234

6/26/95

Sharon

PA

194

912

227

194

1,139

1,333

196

6/26/95

Ft. Lauderdale

FL

1,503

3,619

284

1,503

3,903

5,406

667

6/26/95

West Palm I

FL

398

1,035

129

398

1,164

1,562

221

6/26/95

Atlanta-Metro IV

GA

423

1,015

230

424

1,244

1,668

213

6/26/95

Atlanta-Metro V

GA

483

1,166

154

483

1,320

1,803

232

6/26/95

Atlanta-Metro VI

GA

308

1,116

235

308

1,351

1,659

261

6/26/95

Atlanta-Metro VII

GA

170

786

222

174

1,004

1,178

181

6/26/95

Atlanta-Metro VIII

GA

413

999

415

413

1,414

1,827

246

6/26/95

Baltimore I

MD

154

555

190

154

745

899

125

6/26/95

Baltimore II

MD

479

1,742

565

479

2,307

2,786

349

6/26/95

Augusta I

GA

357

1,296

321

357

1,617

1,974

242

6/26/95

Macon I

GA

231

1,081

107

231

1,188

1,419

211

6/26/95

Melbourne I

FL

883

2,104

1,338

883

3,442

4,325

481

6/26/95

Newport News

VA

316

1,471

455

316

1,926

2,242

316

6/26/95

Pensacola I

FL

632

2,962

511

651

3,454

4,105

583

6/26/95

Augusta II

GA

315

1,139

303

315

1,442

1,757

230

6/26/95

Hartford-Metro I

CT

715

1,695

399

715

2,094

2,809

317

6/26/95

Atlanta-Metro IX

GA

304

1,118

406

304

1,524

1,828

244

6/26/95

Alexandria

VA

1,375

3,220

566

1,375

3,786

5,161

576

6/26/95

Pensacola II

FL

244

901

203

244

1,104

1,348

225

6/26/95

Melbourne II

FL

834

2,066

153

834

2,219

3,053

435

6/26/95

Hartford-Metro II

CT

234

861

146

238

1,003

1,241

162

6/26/95

Atlanta-Metro X

GA

256

1,244

143

256

1,387

1,643

254

6/26/95

Norfolk I

VA

313

1,462

520

313

1,982

2,295

284

6/26/95

Norfolk II

VA

278

1,004

198

278

1,202

1,480

233

6/26/95

Birmingham I

AL

307

1,415

224

307

1,639

1,946

261

6/26/95

Birmingham II

AL

730

1,725

343

730

2,068

2,798

325

6/26/95

Montgomery I

AL

863

2,041

270

863

2,311

3,174

375

6/26/95

Jacksonville II

FL

326

1,515

214

326

1,729

2,055

284

6/26/95

Pensacola II

FL

369

1,358

473

369

1,831

2,200

315

6/26/95

Pensacola IV

FL

244

1,128

128

244

1,256

1,500

241

6/26/95

Pensacola V

FL

226

1,046

261

226

1,307

1,533

246

6/26/95

Tampa I

FL

1,088

2,597

391

1,088

2,988

4,076

511

6/26/95

Tampa II

FL

526

1,958

306

526

2,264

2,790

435

6/26/95

Tampa III

FL

672

2,439

293

672

2,732

3,404

476

6/26/95

Jackson I

MS

343

1,580

181

343

1,761

2,104

318

6/26/95

Jackson II

MS

209

964

333

209

1,297

1,506

228

6/26/95

Richmond

VA

443

1,602

405

443

2,007

2,450

332

8/25/95

Orlando II

FL

1,161

2,755

485

1,161

3,240

4,401

519

9/29/95

Birmingham III

AL

424

1,506

377

424

1,883

2,307

344

1/16/96

Macon II

GA

431

1,567

259

431

1,826

2,257

266

12/1/95

Harrisburg I

PA

360

1,641

232

360

1,873

2,233

313

12/29/95

Harrisburg II

PA

627

2,224

285

648

2,488

3,136

401

12/29/95

Syracuse I

NY

470

1,712

169

472

1,879

2,351

291

12/27/95

Ft. Myers

FL

205

912

129

205

1,041

1,246

223

12/28/95

Ft. Myers II

FL

412

1,703

253

413

1,955

2,368

408

12/28/95

Newport News II

VA

442

1,592

117

442

1,709

2,151

261

1/5/96

Montgomery II

AL

353

1,299

163

353

1,462

1,815

235

1/23/96

Charlestown II

SC

237

858

295

232

1,158

1,390

165

3/1/96

Tampa IV

FL

766

1,800

319

766

2,119

2,885

287

3/28/96

Arlington I

TX

442

1,767

172

442

1,939

2,381

275

3/29/96

Arlington II

TX

408

1,662

306

408

1,968

2,376

335

3/29/96

Ft. Worth

TX

328

1,324

119

328

1,443

1,771

212

3/29/96

San Antonio I

TX

436

1,759

363

436

2,122

2,558

319

3/29/96

San Antonio II

TX

289

1,161

308

289

1,469

1,758

225

3/29/96

Syracuse II

NY

481

1,559

1,066

671

2,435

3,106

275

6/5/96

Montgomery III

AL

279

1,014

154

279

1,168

1,447

194

5/21/96

West Palm II

FL

345

1,262

112

345

1,374

1,719

209

5/29/96

Ft. Myers III

FL

229

884

88

229

972

1,201

149

5/29/96

Pittsburgh

PA

545

1,940

167

545

2,107

2,652

292

6/19/96

Lakeland II

FL

359

1,287

822

359

2,109

2,468

255

6/26/96

Springfield

MA

251

917

580

297

1,451

1,748

227

6/28/96

Ft. Myers IV

FL

344

1,254

165

344

1,419

1,763

207

6/28/96

Baltimore III

MD

777

2,770

103

777

2,873

3,650

397

7/26/96

Jacksonville III

FL

568

2,028

617

568

2,645

3,213

347

8/23/96

Jacksonville IV

FL

436

1,635

329

436

1,964

2,400

288

8/26/96

Pittsburgh II

PA

627

2,257

698

631

2,951

3,582

395

8/28/96

Jacksonville V

FL

535

2,033

106

538

2,136

2,674

344

8/30/96

Charlotte II

NC

487

1,754

88

487

1,842

2,329

245

9/16/96

Charlotte III

NC

315

1,131

210

315

1,341

1,656

167

9/16/96

Orlando III

FL

314

1,113

413

314

1,526

1,840

198

10/30/96

Rochester III

NY

704

2,496

165

707

2,658

3,365

327

12/20/96

Youngstown II

OH

600

2,142

86

600

2,228

2,828

285

1/10/97

Akron

OH

413

1,478

100

413

1,578

1,991

196

1/10/97

Cleveland III

OH

751

2,676

453

751

3,129

3,880

384

1/10/97

Cleveland IV

OH

725

2,586

402

725

2,988

3,713

397

1/10/97

Cleveland V

OH

637

2,918

588

641

3,502

4,143

428

1/10/97

Cleveland VI

OH

495

1,781

326

495

2,107

2,602

272

1/10/97

Cleveland VII

OH

761

2,714

493

761

3,207

3,968

432

1/10/97

Cleveland VIII

OH

418

1,921

634

418

2,555

2,973

347

1/10/97

Cleveland IX

OH

606

2,164

205

606

2,369

2,975

298

1/10/97

Grand Rapids II

MI

219

790

590

219

1,380

1,599

162

1/17/97

Holland

MI

451

1,830

823

451

2,653

3,104

348

1/17/97

San Antonio III

TX

474

1,686

122

474

1,808

2,282

228

1/30/97

Universal

TX

346

1,236

123

346

1,359

1,705

168

1/30/97

San Antonio IV

TX

432

1,560

857

432

2,417

2,849

231

1/30/97

Houston-Eastex

TX

634

2,565

144

634

2,709

3,343

322

3/26/97

Houston-Nederland

TX

566

2,279

112

566

2,391

2,957

287

3/26/97

Houston-College

TX

293

1,357

183

293

1,540

1,833

182

3/26/97

Lynchburg-Lakeside

VA

335

1,342

138

335

1,480

1,815

218

3/31/97

Lynchburg-Timberlake

VA

328

1,315

466

328

1,781

2,109

219

3/31/97

Lynchburg-Amherst

VA

155

710

174

152

887

1,039

127

3/31/97

Christiansburg

VA

245

1,120

121

245

1,241

1,486

149

3/31/97

Chesapeake

VA

260

1,043

248

260

1,291

1,551

148

3/31/97

Danville

VA

326

1,488

38

326

1,526

1,852

185

3/31/97

Orlando-W 25th St.

FL

289

1,160

144

290

1,303

1,593

157

3/31/97

Delray I-Mini

FL

491

1,756

420

491

2,176

2,667

263

4/11/97

Savannah II

GA

296

1,196

123

296

1,319

1,615

165

5/8/97

Delray II-Safeway

FL

921

3,282

206

921

3,488

4,409

403

5/21/97

Cleveland X-Avon

OH

301

1,214

223

304

1,434

1,738

173

6/4/97

Dallas-Skillman

TX

960

3,847

795

960

4,642

5,602

598

6/30/97

Dallas-Centennial

TX

965

3,864

854

943

4,740

5,683

583

6/30/97

Dallas-Samuell

TX

570

2,285

373

570

2,658

3,228

370

6/30/97

Dallas-Hargrove

TX

370

1,486

256

370

1,742

2,112

270

6/30/97

Houston-Antione

TX

515

2,074

280

515

2,354

2,869

321

6/30/97

Atlanta-Alpharetta

GA

1,033

3,753

144

1,033

3,897

4,930

496

7/24/97

Atlanta-Marietta

GA

769

2,788

61

771

2,847

3,618

326

7/24/97

Atlanta-Doraville

GA

735

3,429

76

735

3,505

4,240

401

8/21/97

Greensboro-Hilltop

NC

268

1,097

122

268

1,219

1,487

137

9/25/97

GreensboroStgCch

NC

89

376

859

89

1,235

1,324

76

9/25/97

Baton Rouge-Airline

LA

396

1,831

199

396

2,030

2,426

255

10/9/97

Baton Rouge-Airline2

LA

282

1,303

121

282

1,424

1,706

185

11/21/97

Harrisburg-Peiffers

PA

635

2,550

93

637

2,641

3,278

273

12/3/97

Chesapeake-Military

VA

542

2,210

144

542

2,354

2,896

238

2/5/98

Chesapeake-Volvo

VA

620

2,532

139

620

2,671

3,291

274

2/5/98

Virginia Beach Shell

VA

540

2,211

112

540

2,323

2,863

241

2/5/98

Virginia Beach Central

VA

864

3,994

439

864

4,433

5,297

430

2/5/98

Norfolk-Naval Base

VA

1,243

5,019

158

1,243

5,177

6,420

516

2/5/98

Tampa-E. Hillsborough

FL

709

3,235

413

709

3,648

4,357

453

2/4/98

Harriman

NY

843

3,394

152

843

3,546

4,389

348

2/4/98

Greenboro-High Point

NC

397

1,834

289

397

2,123

2,520

210

2/10/98

Lynchburg-Timberlake

VA

488

1,746

190

488

1,936

2,424

182

2/18/98

Salem

MA

733

2,941

466

733

3,407

4,140

336

3/3/98

Chattanooga-Lee Hwy.

TN

384

1,371

212

384

1,583

1,967

179

3/27/98

Chattanooga-Hwy. 58

TN

296

1,198

446

296

1,644

1,940

146

3/27/98

Ft. Oglethorpe

GA

349

1,250

110

349

1,360

1,709

132

3/27/98

Birmingham-Walt

AL

544

1,942

378

544

2,320

2,864

271

3/27/98

East Greenwich

RI

702

2,821

166

702

2,987

3,689

283

3/26/98

Durham-Hillborough

NC

775

3,103

345

775

3,448

4,223

315

4/9/98

Durham-Cornwallis

NC

940

3,763

297

940

4,060

5,000

370

4/9/98

Hendersonville

TN

1,050

4,203

50

1,050

4,253

5,303

402

4/9/98

Salem-Policy

NH

742

2,977

18

742

2,995

3,737

285

4/7/98

Warrem-Elm

OH

522

1,864

122

522

1,986

2,508

214

4/22/98

Warren-Youngstown

OH

512

1,829

32

512

1,861

2,373

173

4/22/98

Waterford-Highland

MI

1,487

5,306

423

1,487

5,729

7,216

528

4/28/98

Indian Harbor

FL

662

2,654

171

662

2,825

3,487

256

6/2/98

Jackson 3 - I55

MS

744

3,021

44

744

3,065

3,809

296

5/13/98

Katy-N. Fry

TX

419

1,524

58

419

1,582

2,001

151

5/20/98

Hollywood-Sheridan

FL

1,208

4,854

141

1,208

4,995

6,203

450

7/1/98

Pompano Beach - Atlantic

FL

944

3,803

108

944

3,911

4,855

352

7/1/98

Pompano Beach - Sample

FL

903

3,643

276

903

3,919

4,822

342

7/1/98

Boca Raton-18th St.

FL

1,503

6,059

237

1,503

6,296

7,799

560

7/1/98

Vero Beach

FL

489

1,813

36

489

1,849

2,338

185

6/12/98

Humble

TX

447

1,790

484

447

2,274

2,721

175

6/16/98

Houston-Old Katy

TX

659

2,680

39

659

2,719

3,378

247

6/19/98

Webster

TX

635

2,302

28

635

2,330

2,965

217

6/19/98

Carrollton

TX

548

1,988

41

548

2,029

2,577

190

6/19/98

Hollywood-N. 21st.

FL

840

3,373

148

840

3,521

4,361

304

8/3/98

San Marcos

TX

324

1,493

162

324

1,655

1,979

144

6/30/98

Austin-McNeil

TX

492

1,995

95

510

2,072

2,582

190

6/30/98

Austin-FM

TX

484

1,951

102

481

2,056

2,537

188

6/30/98

Jacksonville-Center

NC

327

1,329

55

327

1,384

1,711

123

8/6/98

Jacksonville-Gum Branch

NC

508

1,815

136

508

1,951

2,459

169

8/17/98

Jacksonville-N. Marine

NC

216

782

290

216

1,072

1,288

115

9/24/98

Euless

TX

550

1,998

81

550

2,079

2,629

178

9/29/98

N. Richland Hills

TX

670

2,407

31

670

2,438

3,108

205

10/9/98

Batavia

OH

390

1,570

131

390

1,701

2,091

138

11/19/98

Jackson-N. West

MS

460

1,642

220

460

1,862

2,322

206

12/1/98

Katy-Franz

TX

507

2,058

48

507

2,106

2,613

168

12/15/98

W. Warwick

RI

447

1,776

610

447

2,386

2,833

155

2/2/99

Lafayette-Pinhook 1

LA

556

1,951

596

556

2,547

3,103

243

2/17/99

Lafayette-Pinhook 2

LA

708

2,860

121

708

2,981

3,689

221

2/17/99

Lafayette-Ambassador

LA

314

1,095

375

314

1,470

1,784

155

2/17/99

Lafayette-Evangeline

LA

188

652

511

188

1,163

1,351

111

2/17/99

Lafayette-Guilbeau

LA

963

3,896

96

963

3,992

4,955

294

2/17/99

Gilbert-Elliott Rd.

AZ

651

2,600

249

772

2,728

3,500

180

5/18/99

Glendale-59th Ave.

AZ

565

2,596

110

565

2,706

3,271

181

5/18/99

Mesa-Baseline

AZ

330

1,309

71

330

1,380

1,710

95

5/18/99

Mesa-E. Broadway

AZ

339

1,346

98

339

1,444

1,783

97

5/18/99

Mesa-W. Broadway

AZ

291

1,026

87

291

1,113

1,404

76

5/18/99

Mesa-Greenfield

AZ

354

1,405

102

354

1,507

1,861

101

5/18/99

Phoenix-Camelback

AZ

453

1,610

87

453

1,697

2,150

116

5/18/99

Phoenix-Bell

AZ

872

3,476

238

873

3,713

4,586

272

5/18/99

Phoenix-35th Ave.

AZ

849

3,401

146

851

3,545

4,396

233

5/21/99

Westbrook

ME

410

1,626

296

410

1,922

2,332

119

8/2/99

Cocoa

FL

667

2,373

289

670

2,659

3,329

166

9/29/99

Cedar Hill

TX

335

1,521

108

335

1,629

1,964

92

11/9/99

Monroe

NY

276

1,312

31

276

1,343

1,619

68

2/2/00

N. Andover

MA

633

2,573

7

633

2,580

3,213

126

2/15/00

Seabrook

TX

633

2,617

55

633

2,672

3,305

131

3/1/00

Plantation

FL

384

1,422

19

384

1,441

1,825

64

5/2/00

Birmingham-Bessemer

AL

254

1,059

54

254

1,113

1,367

34

11/15/00

Dracut

MA

1,035

3,737

5

1,035

3,742

4,777

8

12/1/01

Methuen

MA

1,024

3,649

4

1,024

3,653

4,677

8

12/1/01

Columbia

SC

883

3,139

5

883

3,144

4,027

7

12/1/01

Myrtle Beach

SC

552

1,970

5

552

1,975

2,527

4

12/1/01

Kingsland

GA

470

1,902

5

470

1,907

2,377

4

12/1/01

Saco

ME

534

1,914

4

534

1,918

2,452

4

12/3/01

Plymouth

MA

1,004

4,584

5

1,008

4,585

5,593

0

12/19/01

Sandwich

MA

670

3,060

1

670

3,061

3,731

0

12/19/01

Corporate Office

NY

              0

            68

       1,785

              0

       1,853

       1,853

           404

1/1/95

   

$116,547

$432,880

$  61,862

$117,069

$494,220

$611,289

$  59,091

 

 

 

 

December 31, 2001

December 31, 2000

December 31, 1999

Cost:

           

Balance at beginning of period

 

$ 562,721 

 

$ 556,473 

 

$ 502,502 

  Additions during period:
    Acquisitions through foreclosure
       Other acquisitions
       Improvements, etc.


$      -       
30,269 
          18,527 

 


$       -    
11,239 
       12,228 

 


$       -    
45,811 
         9,959 

 
   

48,796 

 

23,467 

 

55,770 

Deductions during period:
  Cost of real estate sold


  (228)


 (228)


  (17,219)


 (17,219)


   (1,799)


    (1,799)

             

Balance at close of period

 

$611,289 

 

$562,721 

 

$556,473 

             

Accumulated Depreciation:

           

Balance at beginning of period

 

$   45,253 

 

$   33,453 

 

$  21,339 

  Additions during period:
    Depreciation expense


$  13,918 


13,918 


$  13,352 


13,352 


$  12,259 


   12,259 

             

Deductions during period:

           

  Accumulated depreciation of real
  estate sold


     (80)


       (80)


      (1,552)


     (1,552)


        (145)


       (145)

Balance at close of period

 

$   59,091 

 

$   45,253 

 

$  33,453 

 

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, as Amended (Incorporated by reference to Exhibit 10.6 to the Company's Annual Report on Form 10-K for the year ended December 31, 2001.)

   

10.7

Sovran Self Storage, Inc. 1995 Outside Directors' Option Plan, as Amended (Incorporated by reference to Exhibit 10.6 to the Company's Annual Report on Form 10-K for the year ended December 31, 2001.)

   

10.8*

Sovran Self Storage Incentive Compensation Plan for Executive Officer

   

10.9*

Restricted Stock Agreement between the Company and David L. Rogers

   

10.10*

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

   

10.11*

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

   

10.12*

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

   

10.13*

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

   

10.14*

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

   

10.15*

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

   

10.16

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

   

10.17

First Amendment to 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 10.18 to the Company's Annual Report on From 10-K for the year ended December 31, 2001.)

   

12.1

Statement Re: Computation of Earnings to Fixed Charges

   

23

Consent of Independent Auditors

 

 

 

_________________

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

SIGNATURE

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

 







March 27, 2002

SOVRAN ACQUISITION LIMITED PARTNERSHIP

By:  Sovran Holdings, Inc.
Its:  General Partner


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

   

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

     

Signature

Title

Date

     


  /s/ Robert J. Attea        
   Robert J. Attea

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



March 27, 2002

     

  /s/ Kenneth F. Myszka    
   Kenneth F. Myszka

President, Chief Operating
Officer and Director


March 27, 2002

     

  /s/ David L. Rogers       
   David L. Rogers

Chief Financial Officer (Principal Financial and Accounting Officer)


March 27, 2002

     

  /s/ Michael A. Elia        
   Michael A. Elia


Director


March 27, 2002

     

  /s/ Anthony P. Gammie   
   Anthony P. Gammie


Director


March 27, 2002

     

  /s/ Charles E. Lannon    
   Charles E. Lannon


Director


March 27, 2002

 

 

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,

 

  2001 

  200  

  1999  

  1998  

  1997  

Earnings:

         

  Net income

$ 25,721 

$ 27,519 

$ 27,347 

$ 24,798 

$ 23,763 

  Fixed charges

  17,955 

  21,279 

  15,944 

  9,925 

   2,743 

           

Earnings (1)

43,676 

48,798 

43,291 

34,723 

26,506 

           

Fixed charges:

         

  Interest expense

13,940 

17,497 

13,927 

9,601 

2,166 

  Preferred stock dividends

2,955 

2,955 

1,239 

-   

-   

  Amortization of
    financing fees


     1,060 


     827 


    778 


    324 


    577 

Fixed charges (2)

$ 17,955 

$ 21,279 

$ 15,944 

$  9,925 

$  2,743 

           

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




2.43 




2.29 




2.72 




3.50 




9.66 

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 January 30, 2002, 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 27, 2002