SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report(Date of earliest event reported):
April 19, 1999 ( September 29, 1998 )
Sovran Acquisition Limited Partnership
(Exact name of Registrant as specified in its charter)
Commission File Number: 0-24071
Delaware 16-1481551
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5166 Main Street
Williamsville, NY 14221
(Address of principal executive offices) (Zip code)
(716)633-1850
(Registrant's telephone number including area code)
Not applicable
(Former name and former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
Sovran Acquisition Limited Partnership (the "Operating Partnership") is
the entity through which Sovran Self Storage, Inc. (the "Company") conducts
substantially all of the Company's business and owns substantially all of the
Company's assets. The Operating Partnership consummated during the period
September 29, 1998 through February 17, 1999, the acquisition of 11 self-storage
facilities (the "Acquired Facilities"). The 11 facilities totaling approximately
638,000 square feet are located in 5 states and were purchased for approximately
$27.3 million.
The details of the acquisitions including location, seller, acquisition
date, price and square feet are included in the 8-K Report dated March 3, 1999.
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Item 7. Financial Statements and Exhibits
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(a) Financial Statements Applicable to Real Estate Properties Acquired
The historical summaries of Gross Revenue and Direct Operating Expenses of the
11 facilities acquired during the period September 29, 1998 through February 17,
1999, are incorporated by reference herein from Item 7 of Form 8-K/A Current
Report of Sovran Self Storage, Inc. filed April 19, 1999.
(b) Pro Forma Financial Information
* Sovran Acquisition Limited Partnership Pro Forma Combined
Financial Information 4
* Sovran Acquisition Limited Partnership Pro Forma Combined
Balance Sheet as of December 31, 1998 5
* Sovran Acquisition Limited Partnership Pro Forma Combined
Statement of Operations For the Year ended December 31, 1998 6
* Sovran Acquisition Limited Partnership Notes to Pro Forma Combined
Financial Statements 7
(c) Exhibits
Exhibit No. Description
23 Consent of Independent Auditors, Ernst & Young LLP. 9
27 Financial Data Schedule 10
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Sovran Acquisition Limited Partnership
Pro Forma Combined Financial Information
The following unaudited Pro Forma Combined Balance Sheet as of December 31, 1998
and unaudited Pro Forma Combined Statement of Operations for the year ended
December 31, 1998, have been prepared to reflect the Operating Partnership's
acquisition of self storage facilities and the adjustments described in the
accompanying notes. The pro forma combined financial information is based on the
historical financial statements of Sovran Acquisition Limited Partnership
included in the Operating Partnership's 1998 Annual Report on Form 10-K, and
should be read in conjunction with those financial statements and notes thereto.
The Pro Forma Combined Balance Sheet was prepared as if the 6 facilities that
were purchased after December 31, 1998, were acquired at that date. The Pro
Forma Combined Statements of Operations were prepared as if the 50 self-storage
facilities acquired in 1998 and the 6 facilities acquired in 1999 were purchased
at the beginning of 1998. The combined pro forma financial information is not
necessarily indicative of the financial position or results of operations which
actually would have occurred if such transactions had been consummated on the
dates described, nor does it purport to represent the Operating Partnership's
future financial position or results of operations.
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Sovran Acquisition Limited Partnership
Pro Forma Combined Balance Sheet
December 31, 1998
(in thousands)
(unaudited)
<CAPTION>
Sovran Acquisition 6 Facilities Sovran
Limited Partnership Acquired Acquisition
Historical in 1999 Limited
(Note 1) (Note 2) Partnership
Pro Forma
---------------------------------------
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Assets
Investments in storage facilities, net . $ 481,163 $ 15,310 $ 496,473
Cash and cash equivalents .............. 2,984 - 2,984
Accounts receivable .................... 1,699 2 1,701
Prepaid expenses and other assets ...... 4,278 - 4,278
---------- ---------- ----------
Total Assets ........................ $ 490,124 $ 15,312 $ 505,436
========== ========== ==========
Liabilities
Line of credit ......................... $ 112,000 $ 15,189 127,189
Term note .............................. 75,000 - 75,000
Accounts payable and accrued liabilities 3,059 13 3,072
Deferred revenue ....................... 2,943 110 3,053
Accrued distributions .................. 7,378 - 7,378
Mortgage payable ....................... 3,059 - 3,059
---------- ---------- ----------
Total Liabilities ................... 203,439 15,312 218,751
Limited partners' capital interest ..... 21,683 - 21,683
Partners' Capital
General partner ........................ 5,284 - 5,284
Limited partner ........................ 259,718 - 259,718
---------- ---------- ----------
Total Partners' Capital ............. 265,002 - 265,002
---------- ---------- ----------
Total Liabilities and Partners' Capital $ 490,124 $ 15,312 $ 505,436
========== ========== ==========
See notes to pro forma financial information.
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Sovran Acquisition Limited Partnership
Pro forma Statement of Operations
Year Ended December 31, 1998
(in thousands, except per share information)
(unaudited)
<CAPTION>
5 Facilities 6 Facilities
45 Facilities Acquired in Acquired
Acquired in Year Ended Subsequent to
Sovran Year Ended December 31, December 31,
Acquisition December 31, 1998 1998
Limited 1998 Incorporated by Incorporated by Sovran
Partnership Previously Reference in Reference in Pro forma Acquisition
Historical Reported this 8-K/A this 8-K/A Adjustments Limited
(Note 1) (Note 3) (Note 3) (Note 3) (Note 4) Partnership
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Revenues
Rental income ........................ $ 68,231 $ 6,085 $ 1,367 $ 2,205 $ - $ 77,888
Interest and other income ............ 1,129 124 16 26 - 1,295
----- --- -- -- --- -----
Total revenue ........................ 69,360 6,209 1,383 2,231 - 79,183
Expenses
Property operations and maintenance .. 13,793 1,440 343 389 - 15,965
Real estate taxes .................... 5,659 543 131 69 - 6,402
General and administrative ........... 4,849 46 5 - 5(a) 4,905
Interest ............................. 9,601 2,694 681 - 1,010(b) 13,986
Depreciation and amortization ........ 10,303 1,001 205 - 314(c) 11,823
------ ----- --- --- --- ------
Total expenses ....................... 44,205 5,724 1,365 458 1,329 53,081
------ ----- ----- --- ----- ------
Income before extraordinary item .......... 25,155 485 18 1,773 (1,329) 26,102
Extraordinary item - extinguishment of debt (357) - - - - (357)
---- --- --- --- --- ----
Net income ................................ $ 24,798 $ 485 $ 18 $ 1,773 $ (1,329) $ 25,745
======== ====== ====== ======= ======== ========
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Earnings per unit before extraordinary
item - basic $ 1.94 $ 1.98(d)
Extraordinary item 0.03 0.03
------- --------
Earnings per unit - basic $ 1.91 $ 1.95
Earnings per unit - diluted $ 1.91 $ 1.95
Distributions declared per unit $ 2.20 $ 2.20
Units used in basic per unit calculation 12,948,288 13,175,793
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Sovran Acquisition Limited Partnership
Notes to Pro Forma Combined Financial Statements
(in thousands, except per share data)
(unaudited)
1. Sovran Acquisition Limited Partnership Historical
The balance sheet and statement of operations as of and for the year ended
December 31, 1998, include the accounts of Sovran Acquisition Limited
Partnership (the "Operating Partnership").
2. Balance Sheet - Pro Forma Adjustments -6 facilities acquired in 1999
These adjustments reflect the 6 acquisitions that occurred subsequent to
December 31, 1998, that were not included in the Operating Partnership's
historical December 31, 1998 balance sheet. The cash portion of the purchase
price is considered to be an increase in the amounts outstanding under the
Operating Partnership's line of credit.
3. Statement of Operations December 31, 1998
45 Facilities Acquired in Year Ended December 31, 1998 Previously Reported
The statements of operations for the 45 acquisitions prior to December 31, 1998
reflect the results of operations for these facilities for the period not owned
by the Operating Partnership during the year ended December 31, 1998.
5 Facilities Acquired in Year Ended December 31, 1998 Included in this 8-K/A
The statements of operations for the 5 acquisitions prior to December 31, 1998
reflect the results of operations for these facilities for the period not owned
by the Operating Partnership during the year ended December 31, 1998 which are
reported in the Historical Summaries of Combined Gross Revenue and Direct
Operating Expenses incorporated by reference herein.
6 Facilities Acquired Subsequent to December 31, 1998 Included in this 8-K/A
The statements of operations for the 6 Acquired Facilities reflect the results
of operations for these facilities for the year ended December 31, 1998, which
are reported in the Historical Summaries of Combined Gross Revenue and Direct
Operating Expenses incorporated by reference herein.
4. Pro Forma Adjustments - Statement of Operations
(a) To reflect an estimated increase in general and administrative expenses
based on results subsequent to acquisition.
(b) To reflect interest expense on the line of credit utilized to fund the
purchase of the acquired facilities.
(c) To record additional depreciation expense related to the facilities based on
a 39-year life.
(d) Pro forma earnings per share calculated as if the units outstanding at
December 31, 1998 had been outstanding for the entire period presented.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Sovran Acquisition Limited Partnership
By: Sovran Holdings, Inc.
Its General Partner
April 19, 1999 By:/S/ David L. Rogers
Date David L. Rogers,
Chief Financial Officer
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 April 13, 1999
with respect to the historical summaries of combined gross revenue and direct
operating expenses in this Form 8-K/A for the year ended December 31, 1998.
/S/ Ernst & Young LLP
Buffalo, New York
April 13, 1999
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<ARTICLE> 5
<LEGEND>
Financial Data Schedule
</LEGEND>
<CIK> 0001060224
<NAME> Sovran Acquisition Limited Partnership
<MULTIPLIER> 1,000
<CURRENCY> US Dollars
<S> <C>
<PERIOD-TYPE> Year
<FISCAL-YEAR-END> Dec-31-1998
<PERIOD-START> Jan-01-1998
<PERIOD-END> Dec-31-1998
<EXCHANGE-RATE> 1.000
<CASH> 2,984
<SECURITIES> 0
<RECEIVABLES> 1,701
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4,685
<PP&E> 517,812
<DEPRECIATION> 21,339
<TOTAL-ASSETS> 505,436
<CURRENT-LIABILITIES> 13,503
<BONDS> 205,248
0
0
<COMMON> 0
<OTHER-SE> 265,002
<TOTAL-LIABILITY-AND-EQUITY> 505,436
<SALES> 0
<TOTAL-REVENUES> 79,183
<CGS> 0
<TOTAL-COSTS> 22,367
<OTHER-EXPENSES> 16,728
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 13,986
<INCOME-PRETAX> 26,102
<INCOME-TAX> 0
<INCOME-CONTINUING> 26,102
<DISCONTINUED> 0
<EXTRAORDINARY> 357
<CHANGES> 0
<NET-INCOME> 25,745
<EPS-PRIMARY> 1.95
<EPS-DILUTED> 1.95
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