<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(b) OF THE SECURITIES EXCHANGE ACT OF 1934
<TABLE>
<S> <C>
Date of Report (Date of earliest event reported) October 24, 1996 (September 30, 1996)
-----------------------------------------------
</TABLE>
Storage USA, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Tennessee 001-12910 62-1251239
- -----------------------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
</TABLE>
<TABLE>
<S> <C>
10440 Little Patuxent Parkway, Suite 1100, Columbia, Maryland 21044
- -----------------------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code (410) 730-9500
------------------------------
<PAGE> 2
ITEM 5: OTHER EVENTS
Storage USA, Inc., (the "Company") has consummated the acquisition of 9
self-storage facilities through SUSA Partnership LP ("OP"), a limited
partnership controlled by the Company. The 9 facilities totaling approximately
597,000 square feet are located in five states and were purchased for
approximately $ 33.7 million.
The Company managed, for a fee, the 1 facility acquired on August 30, 1996
(indicated below with an *).
All of the facilities were acquired with cash or units of limited partnership
interest in the Operating Partnership ("Units"). The acquisitions were funded
by cash generated from operations, the issuance of Units, and borrowings under
the Company's lines of credit with The First National Bank of Chicago and First
Tennessee Bank. Each of the facilities acquired was used by the seller as a
self-storage facility prior to its acquisition by the Company, and the Company
intends to continue the use of all facilities for that purpose. The Company's
management determined the contract price through arms-length negotiations,
after taking into consideration such factors as: the age and condition of the
facility; the projected amounts of maintenance costs; anticipated capital
improvements; the facility's current revenues; comparable facilities competing
in the applicable market; market rental rates for comparable facilities; the
occupancy rate of the facility; and the estimated amount of taxes, utility
costs, personnel costs, and other anticipated expenses.
The following provides certain additional information concerning the 9
facilities acquired:
<TABLE>
<CAPTION>
Location Seller Date of Acquisition
<S> <C> <C>
Oklahoma City, Oklahoma Storage Trust Partnership, LP August 16, 1996
Edmond, Oklahoma Storage Trust Partnership, LP August 16, 1996
Phoenix, Arizona 32nd & Shea Development, Inc. August 16, 1996
Richmond, Virginia * Willow Lawn Partners August 30, 1996
Delray Beach, California KB Enterprises September 3, 1996
Pacheco, California Bank of The West September 4, 1996
Hawaiian Gardens, California Bancap Storage Properties VII September 30, 1996
Huntington Beach, California John C. Petry September 30, 1996
Spring, Texas Devon Opportunity Partners, LP September 30, 1996
</TABLE>
The following data related to the facilities is derived from the Company's
internal records as of the last day of the month following closing:
<TABLE>
<CAPTION>
Square Rent per Economic Physical
Location feet square foot Occupancy Occupancy Total Units Contract Price
- -------- ---- ----------- --------- --------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
Oklahoma City, Oklahoma 40,150 $ 5.26 84% 92% 377 $ 892,874
Edmond, Oklahoma 37,180 $ 5.42 86% 92% 350 $ 988,518
Phoenix, Arizona** 80,125 $ 9.23 84% 91% 848 $ 5,000,000
Richmond, Virginia * 71,917 $ 12.19 85% 97% 638 $ 5,600,000
Delray Beach, California 44,475 $ 8.50 74% 79% 485 $ 1,385,000
Pacheco, California 58,745 $ 12.23 89% 92% 779 $ 4,350,000
Hawaiian Gardens, California 62,410 $ 6.56 85% 88% 692 $ 7,250,000
Huntington Beach, California 67,739 $ 7.38 80% 84% 719 $ 3,900,000
Spring, Texas*** 134,334 $ 9.67 79% 81% 1,188 $ 4,100,000
-----------------------------------------------------------------------------
597,075 $ 8.93 83% 88% 6,076 $ 33,466,392
=============================================================================
</TABLE>
** This facility began operation in December of 1994.
***This facility was completed in stages during the fall of 1994 and winter of
1996.
2
<PAGE> 3
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS APPLICABLE TO REAL ESTATE PROPERTIES ACQUIRED.
* Report of Independent Accountants
* Acquisition Facilities Historical Summaries of Combined Gross
Revenue and Direct Operating Expenses for the year ended
December 31, 1995 (Audited), and for the six months ended
June 30, 1996 (Unaudited).
* Notes to Historical Summaries of Combined Gross Revenue and
Direct Operating Expenses.
(b) PRO FORMA FINANCIAL INFORMATION
* Unaudited Pro Forma Combined Condensed Balance Sheet as of
June 30, 1996.
* Unaudited Pro Forma Combined Condensed Statement of Operations
for the six months ended June 30, 1996.
* Unaudited Pro Forma Combined Condensed Statement of Operations
for the year ended December 31, 1995.
* Notes to Unaudited Pro-Forma Combined Condensed Financial
Statements.
(c) EXHIBITS
Exhibit Description
23.0 Consent of Independent Accountants.
3
<PAGE> 4
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
and Shareholders of
Storage USA, Inc.
We have audited the accompanying Historical Summaries of
Combined Gross Revenue and Direct Operating Expenses (the "Historical
Summaries") for certain self-storage facilities (the "Acquisition Facilities")
described in Note 1 to the Historical Summaries for the year ended December 31,
1995. These Historical Summaries are the responsibility of the management of
the Acquisition Facilities. Our responsibility is to express an opinion on
these Historical Summaries based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the Historical Summaries are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the Historical Summaries.
An audit also includes assessing the accounting principles used and the
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summaries. We believe that our audits provide a
reasonable basis for our opinion.
The accompanying Historical Summaries were prepared for the
purposes of complying with the Rules and Regulations of the Securities and
Exchange Commission (for inclusion in the Form 8-K of Storage USA, Inc.) as
described in Note 1 to the Historical Summaries, and are not intended to be a
complete presentation of the Acquisition Facilities' revenues and expenses.
In our opinion, based on our audits, the Historical Summaries
referred to above present fairly, in all material respects, the combined gross
revenue and direct operating expenses described in Note 1 of the Acquisition
Facilities for the year ended December 31, 1995, in conformity with generally
accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Baltimore, Maryland
October 18, 1996
4
<PAGE> 5
ACQUISITION FACILITIES
HISTORICAL SUMMARIES OF COMBINED GROSS
REVENUE AND DIRECT OPERATING EXPENSES
(amounts in thousands)
<TABLE>
<CAPTION>
For the For the
year ended six months ended
December 31, June 30,
1995 1996
--------------- -----------------
(unaudited)
(note 1)
<S> <C> <C>
Gross Revenue:
Rental revenue $4,366 $2,323
Other revenue 32 13
--------------- -----------------
Total gross revenue 4,398 2,336
--------------- -----------------
Direct Operating Expenses:
Property operations and maintenance 911 516
Real estate taxes 303 157
--------------- -----------------
Total direct operating expenses 1,214 673
--------------- -----------------
Revenue in excess of direct operating expenses $3,184 $1,663
=============== =================
</TABLE>
See Accompanying Notes.
5
<PAGE> 6
ACQUISITION FACILITIES
NOTES TO HISTORICAL SUMMARIES OF
COMBINED GROSS REVENUE AND DIRECT OPERATING EXPENSES
1. BASIS OF PRESENTATION
The Historical Summaries of Combined Gross Revenue and Direct
Operating Expenses (the "Historical Summaries") relate to the operation of the
following 9 self-storage facilities (the "Acquisition Facilities") which have
been acquired by the Operating Partnership during the period from August 1,
1996 to September 30, 1996.
<TABLE>
<CAPTION>
Acquisition Facilities - Locations
----------------------------------
<S> <C> <C>
Oklahoma City, Oklahoma Richmond, Virginia * Hawaiian Gardens, California
Edmond, Oklahoma Delray Beach, California Huntington Beach, California
Phoenix, Arizona Pacheco, California Spring, Texas
</TABLE>
* - The Company managed the facility prior to the purchase.
The Historical Summaries have been prepared pursuant to the Rules and
Regulations of the Securities and Exchange Commission for real estate
operations to be acquired. The Historical Summaries are not representative of
the actual operations for the periods presented, as certain expenses which may
not be comparable to the expenses expected to be incurred by the Company in the
proposed future operations of the Acquisition Facilities have been excluded.
Expenses excluded consist of management fees, interest, depreciation and
amortization, professional fees and other indirect costs not directly related
to the future operations of the Acquisition Facilities. Rental Income is
recognized when due from occupants. Expenses are recognized on the accrual
basis.
2. INTERIM PERIODS
The unaudited interim Historical Summaries have been prepared in
accordance with generally accepted accounting principles for interim financial
information. In the opinion of management, all adjustments considered
necessary for a fair presentation are of a normal recurring nature and have
been included. Operating results for the six months ended June 30, 1996 are
not necessarily indicative of future operating results.
6
<PAGE> 7
STORAGE USA, INC.
PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION
The following unaudited Pro Forma Combined Condensed Balance Sheet as
of June 30, 1996, and the unaudited Pro Forma Combined Condensed Statements of
Operations for the six months ended June 30, 1996, and for the year ended
December 31, 1995 have been prepared to reflect the acquisition of the 9
facilities (the "Acquisition Facilities") and the adjustments described in the
accompanying notes. The pro forma combined condensed financial information is
based on the historical financial statements of Storage USA, Inc. in the
Company's Form 10-Q for the six months ended June 30, 1996 and the pro forma
financial information in the Company's 1995 Annual Report to Shareholders and
should be read in conjunction with those financial statements and the notes
thereto. The Pro Forma Combined Condensed Balance Sheet was prepared as if the
9 Acquisition Facilities were purchased on June 30, 1996. The Pro Forma
Combined Condensed Statements of Operations were prepared as if the Acquisition
Facilities were purchased at the beginning of the period reflected thereon.
The combined condensed 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 Company's future financial
position or results of operations.
The pro forma condensed consolidated financial information is
unaudited and is not necessarily indicative of the consolidated results which
would have occurred if the transactions had been consummated in the periods
presented, or on any particular date in the future, nor does it purport to
represent the financial position, results of operations or changes in cash
flows for future periods.
7
<PAGE> 8
STORAGE USA, INC.
PRO FORMA COMBINED CONDENSED BALANCE SHEET
as of June 30, 1996
(Unaudited)
(amounts in thousands)
<TABLE>
<CAPTION>
Historical Pro Forma
Storage Acquisition Pro Forma Storage
USA, Inc. Facilities Adjustments USA, Inc.
------------- ------------- ----------- ------------
<S> <C> <C> <C> <C>
Assets:
Investment in storage facilities, net $623,013 $33,736 $51,563 (a) $708,312
Cash and equivalents 3,318 3,318
Other assets 7,734 7,734
------------- ------------- ----------- ------------
Total Assets $634,065 $33,736 $51,563 $719,364
============= ============= =========== ============
Liabilities and Shareholders' Equity
Line of credit borrowings 147,435 28,684 (109,649)(b) 66,182
Mortgage notes payable 13,604 4,440 18,044
Accounts payable and accrued expenses 5,565 5,565
Rents received in advance 4,302 4,302
Dividend payable 11,000 11,000
Minority interest 35,851 612 2,212 (c) 38,675
------------- ------------- ----------- ------------
Total liabilities $217,757 $33,736 ($107,437) $143,768
------------- ------------- ----------- ------------
Shareholders' Equity
Common stock 195 51 (d) 246
Paid-in capital 447,944 158,949 (e) 606,893
Notes receivable - officers (7,965) (7,965)
Accumulated deficit (15,831) (15,831)
Distributions in excess of net income (8,035) (7,747)
------------- ------------- ----------- ------------
Total shareholders' equity 416,308 - 159,000 575,596
------------- ------------- ----------- ------------
Total liabilities and shareholders' equity $634,065 $33,736 $51,563 $719,364
============= ============= =========== ============
</TABLE>
See Accompanying Notes.
8
<PAGE> 9
STORAGE USA, INC.
PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
For the six months ended June 30, 1996
(Unaudited)
(thousands, except per share data)
<TABLE>
<CAPTION>
Historical Pro Forma
Storage Acquisition Pro Forma Storage
USA, Inc. Facilities Adjustments USA, Inc.
-------------- ------------- -------------- -------------
<S> <C> <C> <C> <C>
Property Revenues:
Rental income $44,590 $2,323 $9,390 (f) $56,303
Management income 446 (160)(g) 286
Other income 654 13 116 (h) 783
-------------- ------------- -------------- -------------
Total Revenues 45,690 2,336 9,346 57,372
-------------- ------------- -------------- -------------
Property Expenses:
Cost of property operations
and maintenance 12,113 516 2,191 (i) 14,820
Taxes 3,744 157 846 (j) 4,747
General & administrative 1,749 400 (k) 2,149
Depreciation & amortization 5,433 1,624 (l) 7,057
-------------- ------------- -------------- -------------
Total Expenses 23,039 673 5,061 28,773
-------------- ------------- -------------- -------------
Income from property operations 22,651 1,663 4,285 28,599
Other Income (expenses):
Interest expense (3,223) 652 (m) (2,571)
Interest income 330 330
-------------- ------------- -------------- -------------
Income before minority interest 19,758 1,663 4,937 26,358
Minority interest (1,225) (86)(n) (1,311)
-------------- ------------- -------------- -------------
Net income $18,533 $1,663 $4,851 $25,047
============== ============= ============== =============
Net income per share $1.02
=============
Weighted Average Shares
Outstanding 24,639
=============
</TABLE>
See accompanying notes.
9
<PAGE> 10
STORAGE USA, INC.
PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
For the year ended December 31, 1995
(Unaudited)
(thousands, except per share data)
<TABLE>
<CAPTION>
Initial
Pro Forma Pro Forma
Storage Acquisition Pro Forma Storage
USA, Inc. Facilities Adjustments USA, Inc.
--------------- ------------ -------------- -------------
<S> <C> <C> <C> <C>
Property Revenues:
Rental income $81,875 $4,366 $23,292 (o) $109,533
Management income 1,072 (488)(p) 584
Other income 1,037 32 338 (q) 1,407
--------------- ------------ -------------- -------------
Total Revenues 83,984 4,398 23,142 111,524
--------------- ------------ -------------- -------------
Property Expenses:
Cost of property operations
and maintenance 22,385 911 5,003 (r) 28,299
Taxes 6,171 303 2,699 (s) 9,173
General & administrative 3,046 1,300 (t) 4,346
Depreciation & amortization 9,579 3,702 (u) 13,281
--------------- ------------ -------------- -------------
Total Expenses 41,181 1,214 12,704 55,099
--------------- ------------ -------------- -------------
Income from property operations 42,803 3,184 10,438 56,425
Other Income (expenses):
Interest expense (7,679) 1,435 (v) (6,244)
Interest income 637 637
--------------- ------------ -------------- -------------
Income before minority interest 35,761 3,184 11,873 50,818
Minority interest (1,798) (727)(w) (2,525)
--------------- ------------ -------------- -------------
Net income $33,963 $3,184 $11,146 $48,293
=============== ============ ============== =============
Net income per share $1.96
=============
Weighted Average Shares
Outstanding 24,639
=============
</TABLE>
See accompanying notes.
10
<PAGE> 11
NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE/UNIT AND PER SHARE/UNIT DATA)
(UNAUDITED)
1. STORAGE USA, INC.
Storage USA, Inc. (the "Company") historical financial information
includes SUSA Partnership, LP (the "Operating Partnership"), Storage USA, Trust
(the "Trust") and SUSA Management, Inc. ("SUSA Management").
2. ACQUISITION FACILITIES - BALANCE SHEET
Amounts reflect the acquisition of 9 facilities acquired from August
1, 1996 to September 30, 1996, for a price of $33,736. The total acquisition
price includes the purchase price of the facilities ($33,466) plus the
Company's estimated average cost of $30 per property for capital improvements
($270). The acquisition price was funded with borrowings under the Company's
lines of credit, $4,440 of secured notes payable, and an issuance of 18,282
units of limited partnership interest in the Operating Partnership ("OP
Units"). The OP Units were issued at $33.50 per unit.
3. STORAGE USA, INC. - INITIAL PRO FORMA STATEMENT OF OPERATIONS
The initial pro forma statement of operations for the year ended
December 31, 1995 is presented as if the Company's public offering of 4,025,000
shares of common stock at $28.375 per share and the acquisition of 63
properties during 1995 had occurred on January 1, 1995.
4. ACQUISITION FACILITIES - STATEMENT OF OPERATIONS
The statements of operations for the Acquisition facilities reflects
the results of operations of the Acquisition Facilities for the year ended
December 31, 1995, and the results of operations of the Acquisition Facilities
for the six months ended June 30, 1996, which are included in the Acquisition
Facilities Historical Summaries of Combined Gross Revenue and Direct Operating
Expenses.
11
<PAGE> 12
NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
5. PRO FORMA ADJUSTMENTS - COMBINED CONDENSED BALANCE SHEET
Pro Forma Adjustments are as follows:
<TABLE>
<CAPTION>
AS OF
JUNE 30, 1996
------------------
<S> <C> <C>
(a) To reflect the purchase of 18 acquisition facilities purchased
from June 28, 1996 to July 31, 1996. $ 64,603
To reflect the purchase of 3 of the 18 acquisition facilities
purchased prior to June 30, 1996. $ (10,061)
To reflect the net impact of the exchange of the Company's
Jacksonville, Florida property for the two Oklahoma
Acquisition Facilities $ (2,979)
--------
Pro Forma adjustment $ 51,563
(b) To reflect the purchase of 18 acquisition facilities purchased
from June 28, 1996 to July 31, 1996. $ 62,391
To reduce the line of credit borrowings by the aggregate value
of the 1,916,933 shares of common stock issued to US Realty for
$31.30 per share. $ (60,000)
To reflect the purchase of 3 of the 18 acquisition facilities
purchased prior to June 30, 1996. $ (10,061)
To reduce the line of credit borrowings by the cost of the
two Oklahoma Acquisition Facilities received in exchange for
the Jacksonville, Florida facility. $ (1,881)
To reduce the line of credit borrowings by the amount of
cash received in the exchange for the Jacksonville, Florida facility. $ (1,098)
To reduce the line of credit borrowings by the aggregate value
of the 3,162,939 shares of common stock issued to US Realty for
$31.30 per share. $ (99,000)
-----------
Pro Forma adjustment $ (109,649)
(c) To reflect the issuance of 67,453 OP units in connection with
the purchase of 18 acquisition facilities. $ 2,212
(d) To reflect the issuance of 5,079,872 shares of common stock,
$.01 per share par value, to US Realty. $ 51
(e) To reflect the additional paid in capital to be recognized for the
issuance of 5,079,872 shares of common stock to US Realty,
for $31.30 per share. $ 158,949
</TABLE>
12
<PAGE> 13
NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
5. PRO FORMA ADJUSTMENTS - STATEMENT OF OPERATIONS - CONTINUED
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30, 1996
---------------------------
<S> <C> <C>
(f) To record rental income for 29 properties acquired during the
first six months of 1996 from January 1, 1996 to the date acquired. $ 5,268
To reduce rental income for the 80% of the West Palm Beach
Acquisition Facility, which was consolidated in the Historical balances. $ (240)
To reduce rental income for the Jacksonville property (exchanged
for the two Oklahoma Acquisition Facilities), which was consolidated
in the Historical balances. $ (256)
To record rental income for 18 properties acquired from June 28, 1996
to July 31, 1996. $ 4,618
-------
Pro Forma adjustment $ 9,390
(g) To reduce management income for the 14 managed properties
acquired in the first six months of 1996 and the one managed property
acquired on August 30, 1996, based on actual management fees
earned by the Company during the six months ended June 30, 1996. $ (160)
(h) To record other income for 29 properties acquired during the
first six months of 1996 from January 1, 1996 to the date acquired. $ 58
To reduce other income for the 80% of the West Palm Beach
Acquisition Facility, which was consolidated in the Historical balances. $ (7)
To record other income for 18 properties acquired from June 28, 1996
to July 31, 1996. $ 65
-------
Pro Forma adjustment $ 116
(i) To record the cost of property operations for 29 properties acquired
during the first six months of 1996 from January 1, 1996 to the date
acquired. $ 1,367
To reduce the cost of property operations and maintenance for
80 % of the West Palm Beach Acquisition Facility, which was
consolidated in the Historical balances. $ (82)
To reduce the cost of property operations and maintenance for the
Jacksonville property (exchanged for the two Oklahoma Acquisition
Facilities), which was consolidated in the Historical balances. $ (66)
To record the cost of property operations for the 18 properties acquired
from June 28, 1996 to July 31, 1996. $ 972
-------
Pro Forma adjustment $ 2,191
</TABLE>
13
<PAGE> 14
NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
5. PRO FORMA ADJUSTMENTS - STATEMENT OF OPERATIONS - CONTINUED
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30, 1996
-----------------------
<S> <C> <C>
(j) To record taxes for 29 properties acquired during the first
six months of 1996 from January 1, 1996 to the date acquired. $ 399
To reduce taxes for 80% of the West Palm Beach Acquisition
Facility, which was consolidated in the Historical balances. $ (18)
To record the cost of property operations for the 18 properties acquired
from June 28, 1996 to July 31, 1996. $ 283
To reduce taxes for the Jacksonville property (exchanged for the two
Oklahoma Acquisition Facilities), which was consolidated in the
Historical balances $ (18)
To reflect an estimated increase in taxes based on the Company's
historical results subsequent to acquisition. $ 200
-------
Pro Forma adjustment $ 846
(k) To reflect an estimated increase in general and administrative expense
based on the Company's historical results subsequent to acquisition. $ 400
(l) To record depreciation for 29 properties acquired during the first
six months of 1996 from January 1, 1996 to the date acquired, based
on a purchase price allocation to depreciable assets, based on a
40 year life. $ 726
To record depreciation on 18 facilities acquired from June 28, 1996 to
July 31, 1996 based on approximately $47,160 of the purchase price
being allocated to depreciable assets and based on a 40 year life. $ 590
To record depreciation on Acquisition Facilities based on approximately
$24,628 of the purchase price being allocated to depreciable assets and
based on a 40 year life. $ 308
-------
Pro Forma adjustment $ 1,624
</TABLE>
14
<PAGE> 15
NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
(THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
5. PRO FORMA ADJUSTMENTS - STATEMENT OF OPERATIONS - CONTINUED
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30, 1996
-----------------------
<S> <C> <C>
(m) To record interest expense for 29 properties acquired during the first
six months of 1996 from January 1, 1996 to the date acquired, based
on bank borrowings at 6.4% and mortgages assumed. $ (2,393)
To reflect interest expense on bank debt utilized to fund the
purchase of the 18 properties acquired from June 28, 1996 to July 31,
1996, based on $62,391 of bank borrowings at 6.4%. $ (1,997)
To reflect interest expense on bank debt utilized to fund the purchase
of the Acquisition Facilities, based on $28,684 of bank borrowings at
at 6.4% and $4,440 of secured debt at 7.0%. $ (1,073)
Less: Interest savings as a result of the pro forma effect of
the first quarter equity offering of $61,000, assumed to occur
on January 1, 1996. $ 929
Less: Interest savings as a result of the pro forma effect of
the third quarter equity offering of $60,000, assumed to occur
on January 1, 1996. $ 1,920
Less: Interest savings as a result of the pro forma effect of reduced
lines of credit borrowings due to the non-cash purchase of the two
Oklahoma Acquisition Facilities. $ 98
Less: Interest savings as a result of the pro forma effect of
the third quarter equity offering of $99,000, assumed to occur
on January 1, 1996. $ 3,168
--------
Pro Forma adjustment $ 652
(n) To reduce minority interest expense for the six months ended
June 30, 1996 on West Palm Beach Acquisition Facility which the
company had an approximately 20% interest in prior to acquisition. $ 86
To reflect minority interest expense on the 29 facilities acquired
during the first six months of 1996, the 18 facilities acquired from
June 28, 1996 to July 31, 1996, the Acquisition Facilities, and
the pro forma adjustments. $ (172)
---------
Pro Forma adjustment $ (86)
</TABLE>
15
<PAGE> 16
NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
(THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
5. PRO FORMA ADJUSTMENTS - STATEMENT OF OPERATIONS - CONTINUED
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1995
-----------------------
<S> <C> <C>
(o) To record rental income for 29 properties acquired during the
first six months of 1996. $ 14,954
To reduce rental income for the 80% of the West Palm Beach
Acquisition Facility as the property was consolidated in the Initial
Pro Forma balances. $ (489)
To reduce rental income for the Jacksonville property (exchanged
for the two Oklahoma Acquisition Facilities), which was consolidated
in the Initial Pro Forma balances. $ (79)
To record rental income for 18 properties acquired from June 28, 1996
to July 31, 1996. $ 8,906
-------
Pro Forma adjustment $ 23,292
(p) To reflect the reduction in management income for the fourteen
managed properties acquired in the first six months of 1996 and for
the one managed property acquired on August 30, 1996, for the
period managed by the Company, based on actual management fees
earned by the Company for the year ended December 31, 1995. $ (488)
(q) To record other income for 29 properties acquired during the
first six months of 1996. $ 264
To reduce other income for the 80% of the West Palm Beach
Acquisition Facility as the property was consolidated in the Initial
Pro Forma balances. $ (2)
To record other income for 18 properties acquired from June 28, 1996
to July 31, 1996. $ 76
------
Pro Forma adjustment $ 338
(r) To record cost of property operations for 29 properties acquired
during the first six months of 1996. $ 3,288
To reduce the cost of property operations and maintenance for
the 80% of the West Palm Beach Acquisition Facility as the property
was consolidated in the Initial Pro Forma balances. $ (141)
To reduce the cost of operations for the Jacksonville property
(exchanged for the two Oklahoma Acquisition Facilities, which was
consolidated in the Initial Pro Forma balances. $ (14)
To record cost of property operations for 18 properties acquired
from June 28, 1996 to July 31, 1996. $ 1,870
------
Pro Forma adjustment $ 5,003
</TABLE>
16
<PAGE> 17
NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
(THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
5. PRO FORMA ADJUSTMENTS - STATEMENT OF OPERATIONS - CONTINUED
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1995
-----------------------
<S> <C> <C>
(s) To record taxes for 29 properties acquired during the first six
months of 1996. $ 1,148
To reflect the estimated increase in taxes based on the
Company's historical results subsequent to acquisition. $ 1,000
To reduce taxes for the 80% of the West Palm Beach
Acquisition Facility as the property was consolidated in the
Initial Pro Forma balances. $ (21)
To reduce taxes for the Jacksonville property (exchanged
for the two Oklahoma Acquisition Facilities), which was consolidated
in the Initial Pro Forma balances. $ (6)
To record cost of property operations for 18 properties acquired
from June 28, 1996 to July 31, 1996. $ 578
-----
Pro Forma adjustment $ 2,699
(t) To reflect estimated increase in general and administrative expense
based on the Company's historical results subsequent to
acquisition. $ 1,300
(u) To record depreciation for 29 properties acquired during the first
six months of 1996, based on approximately $ 76,261 of the purchase
price being allocated to depreciable assets, based on a 40 year life. $ 1,907
To record depreciation for 18 facilities acquired from June 28, 1996
to July 31, 1996, based on approximately $ 47,160 of the purchase
price being allocated to depreciable assets and based on a 40 year life. $ 1,179
To record depreciation on Acquisition Facilities based on approximately
$24,628 of the purchase price being allocated to depreciable assets and
based on a 40 year life. $ 616
-----
Pro Forma adjustment $ 3,702
</TABLE>
17
<PAGE> 18
NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
(THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
5. PRO FORMA ADJUSTMENTS - STATEMENT OF OPERATIONS - CONTINUED
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1995
-----------------------
<S> <C> <C>
(v) To reflect interest expense on bank debt utilized to fund the purchase
of 29 properties acquired during the first six months of 1996, based
on $ 93,164 of bank borrowing at 6.1%. $ (5,683)
To reflect interest expense on mortgages assumed of $ 7,060 at 9.0%. $ (635)
To reflect interest expense on bank debt utilized to fund the purchase
of the 18 facilities acquired from June 28, 1996 to July 31, 1996,
based on $62,391 of bank borrowing at 6.1%. $ (3,806)
To reflect interest expense on bank debt utilized to fund the purchase
of the Acquisition Facilities, based on $28,684 of bank borrowing
at 6.1% and $4,440 of secured debt at 7.0%. $ (2,061)
Less: Interest savings at 6.1% based on the pro forma effect of
the first quarter equity offering of $61,000 assumed to reduce
borrowings on January 1, 1995. $ 3,721
Less: Interest savings at 6.1% based on the pro forma effect of
the third quarter equity offering of $60,000 assumed to reduce
borrowings on January 1, 1995. $ 3,660
Less: Interest savings as a result of the pro forma effect of reduced
lines of credit borrowings due to the non-cash purchase of the two
Oklahoma Acquisition Facilities $ 200
Less: Interest savings at 6.1% based on the pro forma effect of
the third quarter equity offering of $99,000 assumed to reduce
borrowings on January 1, 1995. $ 6,039
-----------
Pro Forma adjustment $ 1,435
(w) To reduce minority interest expense for the year ended
December 31, 1995 on the West Palm Beach Acquisition Facility,
which the company had an approximately 20% interest in prior
to acquisition. $ 172
To reflect minority interest expense on the 29 facilities acquired
during the first six months of 1996, the 18 facilities acquired from
June 28, 1996 to July 31, 1996, the Acquisition Facilities, and
the pro forma adjustments. $ (899)
---------
Pro Forma adjustment $ (727)
</TABLE>
18
<PAGE> 19
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.
DATED: October 24, 1996
STORAGE USA, INC.
By: /s/ Thomas E. Robinson
--------------------------------
Thomas E. Robinson
President and
Chief Financial Officer
19
<PAGE> 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference into: (A) the
Registration Statements on Forms S-8 (Commission File Nos. 33-80967, 33-93884,
33-93882 and 33-86362) of Storage USA, Inc.; (B) the Registration Statements on
Forms S-3 (commission File Nos. 333-10903, 333-4556, 33-80965, 33-98142,
33-93886 and 33-91302) of Storage USA, Inc.; and (C) the Registration Statement
on Form S-3, (Commission File No. 333-3344) of SUSA Partnership, L.P. of our
report dated October 18, 1996, on our audit of the Historical Summaries of
Combined Gross Revenues and Direct Operating Expenses for certain self-storage
facilities for the year ended December 31, 1995, which report is included in
this Form 8-K.
COOPERS & LYBRAND L.L.P.
Baltimore, Maryland
October 23, 1996
