UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(b) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 6, 1997 (July 23,1997)
001-12910
(Commission File Number)
Storage USA, Inc.
(Exact name of registrant as specified in its charter)
Tennessee 62-1251239
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification Number)
10440 Little Patuxent Parkway, Columbia, Maryland 21044
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (410) 730-9500
<PAGE>
Item 2: Acquisition or Disposition of Assets
Storage USA, Inc., (the "Company") consummated during the period July 23, 1997
through September 3, 1997, the acquisition of 9 self-storage facilities (the
"Acquired Facilities") through SUSA Partnership, L.P. (the "Partnership"), a
limited partnership in which the Company is the sole general partner and owns
approximately a 91% interest as of the date of this report. The Acquired
Facilities contain approximately 544,253 square feet, are located in 6 states
and were purchased for approximately $37,625,500 in aggregate consideration.
The acquisition of the Acquired Facilities was funded by cash generated from
operations, the issuance of units of limited partnership interest in the
Partnership, the assumption of certain mortgages payable and borrowings under
the Company's lines of credit with The First National Bank of Chicago and First
Tennessee Bank. Each of the Acquired Facilities was used by the seller as a
self-storage facility prior to its acquisition by the Company, and the Company
intends to continue such use of all the Acquired Facilities. The Company's
management determined the contract price of each facility through arms-length
negotiations, after taking into consideration such factors as: the age and
condition of the facility; the projected amount 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
associated with the facility. Other than changes in those factors, the Company,
after reasonable inquiry, is not aware of any material factors relating to the
properties that would cause the historical financial information provided in
item 7 not to be necessarily indicative of future operating results for the
applicable facilities.
The following provides certain additional information concerning the Acquired
Facilities:
<TABLE>
<CAPTION>
Location Seller Date of Acquisition
- -------------------------------- --------------------------------------- ------------------------
<S> <C>
Ho Ho Kus, NJ Hollywood Industrial Assoc. 7/23/97
Amsterdam, NY Hollywood Industrial Assoc. 7/23/97
Kingston, NY Hollywood Industrial Assoc. 7/23/97
New Paltz, NY Hollywood Industrial Assoc. 7/23/97
Saugerties, NY Hollywood Industrial Assoc. 7/23/97
Raynham, MA Frank Lipauma 7/24/97
Antioch, TN C. Gregory Smith, Jr. 8/8/97
Las Vegas, NV Edward M. Sanders 8/29/97
Lakewood, CO Lakewood Mini Storage, LTD 9/3/97
</TABLE>
The following unaudited data related to the Acquired Facilities is derived from
the Company's internal records as of the last day of the month following
closing, or the most current information available:
<TABLE>
<CAPTION>
Square Rent per Economic Physical Total Contract
Location Feet Square Foot Occupancy Occupancy Units Price
- ------------------------- ------------ ---------------- ---------------- -------------- ----------- -----------------
<S> <C>
Ho Ho Kus, NJ 124,996 $ 16.82 91% 93% 1,205 $16,525,000
Amsterdam, NY 28,400 $ 7.01 57% 62% 280 $ 1,455,000
Kingston, NY 54,850 $ 7.92 90% 92% 535 $ 2,500,000
New Paltz, NY 53,040 $ 8.37 94% 97% 620 $ 2,020,000
Saugerties, NY 34,746 $ 8.86 73% 83% 471 $ 2,500,000
Raynham, MA 15,775 $ 8.78 65% 93% 136 $ 475,000
Antioch, TN 78,626 $ 9.62 75% 85% 765 $ 4,792,500
Las Vegas, NV 49,232 $ 7.58 89% 88% 432 $ 2,328,000
Lakewood, CO 104,588 $ 8.50 75% 75% 968 $ 5,030,000
------------ ---------------- ---------------- -------------- ----------- -----------------
544,253 $ 10.37 84% 86% 5,412 $37,625,500
</TABLE>
2
<PAGE>
Item 7: Financial Statements and Exhibits
(a) Financial Statements Applicable to Real Estate Properties Acquired
* Report of Independent Accountants.
* Acquired Facilities Historical Summaries of Combined Gross
Revenue and Direct Operating Expenses for the year ended
December 31, 1996 (audited), and for the six months ended June
30, 1997 (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, 1997.
* Unaudited Pro Forma Combined Condensed Statement of Operations
for the six months ended June 30, 1997.
* Unaudited Pro Forma Combined Condensed Statement of Operations
for the year ended December 31, 1996.
* Notes to Unaudited Pro Forma Combined Condensed Financial
Statements.
(c) Exhibits
Exhibit Description
------- -----------
23.0 Consent of Independent Accountants
3
<PAGE>
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 "Acquired Facilities")
described in Note 1 to the Historical Summaries for the year ended December 31,
1996. These Historical Summaries are the responsibility of the management of the
Acquired 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/A of Storage USA, Inc.) as
described in Note 1 to the Historical Summaries, and are not intended to be a
complete presentation of the Acquired 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 Acquired
Facilities for the year ended December 31, 1996, in conformity with generally
accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Baltimore, Maryland
October 1, 1997
4
<PAGE>
<TABLE>
ACQUIRED FACILITIES
HISTORICAL SUMMARIES OF COMBINED GROSS
REVENUE AND DIRECT OPERATING EXPENSES
(amounts in thousands)
<CAPTION>
<S> <C>
For the For the
year ended six months ended
December 31, June 30,
1996 1997
-------------------- ----------------------
(unaudited)
(note 2)
Gross Revenue:
Rental revenue $5,215 $2,576
Other revenue 210 63
-------------------- ----------------------
Total gross revenue 5,425 2,639
-------------------- ----------------------
Direct Operating Expenses:
Property operations and maintenance 1,146 539
Real estate taxes 460 193
-------------------- ----------------------
Total direct operating expenses 1,606 732
-------------------- ----------------------
Revenue in excess of direct operating expenses $3,819 $1,907
==================== ======================
See accompanying notes.
5
<PAGE>
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
self-storage facilities (the "Acquired Facilities") which have been acquired by
SUSA Partnership, L.P. (the "Partnership") during the period from July 23, 1997
through September 3, 1997.
Acquired Facilities - Locations
-------------------------------
Ho Ho Kus, NJ
Amsterdam, NY
Kingston, NY
New Paltz, NY
Saugerties, NY
Raynham, MA
Antioch, TN
Las Vegas, NV
Lakewood, CO
The Historical Summaries for the Acquired Facilities with a total
acquisition cost of $37,896 have been prepared pursuant to the Rules and
Regulations of the Securities and Exchange Commission for real estate operations
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 future
operations of the Acquired 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 Acquired Facilities. Rental Income is recognized when due from
occupants. Expenses are recognized on the accrual basis.
2. Interim Period
The unaudited interim historical summary has been prepared on a basis
consistent with the audited historical summary. 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, 1997 are not necessarily indicative of future operating results.
6
<PAGE>
STORAGE USA, INC.
PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION
The following unaudited Pro Forma Combined Condensed Balance Sheet as
of June 30, 1997, and the unaudited Pro Forma Combined Condensed Statements of
Operations for the six months ended June 30, 1997, and for the year ended
December 31, 1996 have been prepared to reflect the acquisition of the Acquired
Facilities as if the Acquired Facilities and other previously reported
transactions had been consummated at the beginning of the respective periods
shown. The Pro Forma Combined Condensed Financial Information is based on the
historical financial statements included in the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1997 and the pro forma financial
information set forth in the footnotes to the financial statements included in
the Company's Annual Report on Form 10-K for the year ended December 31, 1996,
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
Acquired Facilities were purchased on June 30, 1997. The Pro Forma Combined
Condensed Statements of Operations were prepared as if the Acquired Facilities
were purchased at the beginning of the respective periods 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.
7
<PAGE>
STORAGE USA, INC.
PRO FORMA COMBINED CONDENSED BALANCE SHEET
as of June 30, 1997
(Unaudited)
(amounts in thousands)
<CAPTION>
Historical Pro Forma
Storage Acquired Pro Forma Storage
USA, Inc. Facilities Adjustments USA, Inc.
--------------- -------------- --------------- ---------------
Assets:
Investment in storage facilities, net $ 990,830 $ 37,896 $ 1,028,726
Cash and equivalents 9,655 9,655
Other assets 21,194 21,194
--------------- -------------- --------------- ---------------
Total assets $ 1,021,679 $ 37,896 $ - $ 1,059,575
=============== ============== =============== ===============
Liabilities and shareholders' equity
Line of credit borrowings $ 5,115 $ 24,488 $ 29,603
Mortgage notes payable 37,446 2,574 40,020
Notes payable 200,000 200,000
Accounts payable and accrued expenses 9,990 9,990
Rents received in advance 6,525 6,525
Dividend payable 16,364 16,364
Minority interest 79,839 10,834 90,673
--------------- -------------- --------------- ---------------
Total liabilities
355,279 37,896 - 393,175
--------------- -------------- --------------- ---------------
Shareholders' equity
Common stock 272 272
Paid-in capital 702,398 702,398
Notes receivable - officers (8,825) (8,825)
Accumulated deficit (15,831) (15,831)
Distributions in excess of net income (11,614) (11,614)
--------------- -------------- --------------- ---------------
Total shareholders' equity 666,400 666,400
- -
--------------- -------------- --------------- ---------------
Total liabilities and shareholders'
equity $ 1,021,679 $ 37,896 $ - $ 1,059,575
=============== ============== =============== ===============
See accompanying notes.
8
<PAGE>
STORAGE USA, INC.
PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
For the six months ended June 30, 1997
(Unaudited)
(thousands, except per share data)
<CAPTION>
Historical Pro Forma
Storage Acquired Pro Forma Storage
USA, Inc. Facilities Adjustments USA, Inc.
------------------- ----------------- ----------------- ----------------
Property Revenues:
Rental income $ 71,340 $ 2,576 $ 5,866 (a) $ 79,782
Management income - -
Other income 1,072 63 131 (b) 1,266
------------------- ----------------- ----------------- ----------------
Total revenues 72,412 2,639 5,997 81,048
------------------- ----------------- ----------------- ----------------
Property Expenses:
Cost of property operations
and maintenance 17,715 539 1,259 (c) 19,513
Taxes 6,151 193 442 (d) 6,786
General & administrative 2,823 337 (e) 3,160
Depreciation & amortization 8,670 1,319 (f) 9,989
------------------- ----------------- ----------------- ----------------
Total expenses 35,359 732 3,357 39,448
------------------- ----------------- ----------------- ----------------
Income from property operations 37,053 1,907 2,640 41,600
Other Income (expenses):
Interest expense (6,763) (2,119)(g) (8,882)
Interest income 496 496
------------------- ----------------- ----------------- ----------------
Income before minority interest and
gain on sale of assets 30,786 1,907 521 33,214
Gain on exchange of self-storage
facilities 2,569 (2,569)(h) -
------------------- ----------------- ----------------- ----------------
Income before minority interest 33,355 1,907 (2,048) 33,214
Minority interest (2,476) (547)(i) (3,023)
------------------- ----------------- ----------------- ----------------
Net income $ 30,879 $ 1,907 $ (2,595) $ 30,191
=================== ================= ================= ================
Net income per share $ 1.18 $ 1.11
=================== ================
Weighted average shares
outstanding 26,138 27,273
=================== ================
See accompanying notes.
9
<PAGE>
STORAGE USA, INC.
PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
For the year ended December 31, 1996
(Unaudited)
(thousands, except per share data)
<CAPTION>
Initial
Pro Forma Pro Forma
Storage Acquired Pro Forma Storage
USA, Inc. Facilities Adjustments USA, Inc.
---------------- ---------------- --------------- ----------------
Property Revenues:
Rental income $ 130,839 $ 5,215 $ 16,753 (j) $ 152,807
Management income 485 485
Other income 1,715 210 371 (k) 2,296
---------------- ---------------- --------------- ----------------
Total revenues 133,039 5,425 17,124 155,588
---------------- ---------------- --------------- ----------------
Property Expenses:
Cost of property operations
and maintenance 33,530 1,146 4,194 (l) 38,870
Taxes 10,827 460 796 (m) 12,083
General & administrative 4,722 800 (n) 5,522
Depreciation & amortization 16,097 3,213 (o) 19,310
---------------- ---------------- --------------- ----------------
Total expenses 65,176 1,606 9,003 75,785
---------------- ---------------- --------------- ----------------
Income from property operations 67,863 3,819 8,121 79,803
Other Income (expenses):
Interest expense (12,885) (5,032)(p) (17,917)
Interest income 687 687
---------------- ---------------- --------------- ----------------
Income before gain and minority interest 55,665 3,819 3,089 62,573
Gain on investment 288 288
---------------- ---------------- --------------- ----------------
Income before minority interest 55,953 3,819 3,089 62,861
Minority interest (3,870) (1,852)(q) (5,722)
---------------- ---------------- --------------- ----------------
Net income $ 52,083 $ 3,819 $ 1,237 $ 57,139
================ ================ =============== ================
Net income per share $ 2.11 $ 2.10
================ ================
Weighted average shares
outstanding 24,723 27,273
================ ================
See accompanying notes.
</TABLE>
10
<PAGE>
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.
The historical financial information of Storage USA, Inc. (the
"Company") includes SUSA Partnership, LP (the "Operating Partnership"), Storage
USA, Trust (the "Trust") and SUSA Management, Inc. ("SUSA Management").
2. Acquired Facilities- Balance Sheet
Amounts reflect the acquisition of 9 facilities acquired from July 23,
1997 to September 3, 1997 for a price of $37,896. The total acquisition price
includes the purchase price of the facilities ($37,626) plus the Company's
estimated average cost of $30 per property for capital improvements ($270). The
total acquisition price was funded with cash generated from operations,
borrowings under the Company's lines of credit, the assumption of $2,574 of
mortgages payable and the issuance of approximately 278,547 units of limited
partnership interest in the Operating Partnership ("Units"). The Units were
issued at various amounts per Unit, ranging from $38.66 to $41.25.
3. Storage USA, Inc. - Initial Pro Forma Statement of Operations
The Initial Pro Forma Statement of Operations for the year ended
December 31, 1996 is presented as if (a) the acquisition during 1996 of 82
facilities totaling 5.4 million square feet for a cost of approximately
$304,000, (b) the issuance of 7,029,000 shares of common stock for net proceeds
of approximately $220,528 and (c) the issuance of $100,000 of 7.125% notes
payable had occurred on January 1, 1996.
4. Acquired Facilities - Statement of Operations
The statements of operations for the Acquired Facilities reflects the
results of operations of the Acquired Facilities for the year ended December 31,
1996, and the results of operations of the Acquired Facilities for the six
months ended June 30, 1997, which are included in the Acquired Facilities
Historical Summaries of Combined Gross Revenue and Direct Operating Expenses.
11
<PAGE>
NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
(dollar amounts in thousands, except per share data)
(Unaudited)
<TABLE>
5. Pro Forma Adjustments - Statement of Operations
<CAPTION>
<S> <C>
Six Months Ended
June 30, 1997
-------------
(a) To record rental income for the 39 audited facilities acquired during
the first six months of 1997 from January 1, 1997 to the date acquired. $ 6,086
To record rental income for the 14 unaudited facilities acquired during
the first six months of 1997 from January 1, 1997 to the date acquired. $ 1,155
To reduce rental income for six facilities that are included in the
Storage USA, Inc. historical balances (the "Historical Balances") and
were exchanged for eight facilities on May 20, 1997. $ (1,375)
--------------
Pro forma adjustment $ 5,866
(b) To record other income for the 39 audited facilities acquired during the
first six months of 1997 from January 1, 1997 to the date acquired. $ 101
To record other income for the 14 unaudited facilities acquired during
the first six months of 1997 from January 1, 1997 to the date acquired. $ 43
To reduce other income for six facilities that are included in the
Historical Balances and were exchanged for eight facilities on May 20,
1997. $ (3)
To reduce management income for the managed property acquired on May 15,
1997, based on actual management fees earned by the company from January
1, 1997 to the acquisition date. $ (10)
--------------
Pro forma adjustment $ 131
(c) To record cost of property operations and maintenance for the 39 audited
facilities acquired during the first six months of 1997 from January 1,
1997 to the date acquired. $ 1,362
To record cost of property operations and maintenance for the 14
unaudited facilities acquired during the first six months of 1997 from
January 1, 1997 to the date acquired. $ 280
To reduce cost of property operations and maintenance for six facilities
that are included in the Historical Balances and were exchanged for
eight facilities on May 20, 1997. $ (383)
--------------
Pro forma adjustment $ 1,259
12
<PAGE>
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
Six Months Ended
June 30, 1997
-------------
(d) To record taxes for the 39 audited facilities acquired during the first
six months of 1997 from January 1, 1997 to the date acquired. $ 519
To record taxes for the 14 unaudited facilities acquired during the
first six months of 1997 from January 1, 1997 to the date acquired. $ 129
To reduce taxes for six facilities that are included in the Historical
Balances and were exchanged for eight facilities on May 20, 1997. $ (206)
--------------
Pro forma adjustment $ 442
(e) To reflect an estimated increase in general and administrative expense
based on results subsequent to acquisition. $ 337
(f) To record depreciation for the 39 audited facilities acquired during the
first six months of 1997, based on approximately $94,047 of the purchase
price being allocated to depreciable assets, based on a 40 year life. $ 1,176
To record depreciation for the 14 unaudited facilities acquired during
the first six months of 1997, based on approximately $18,888 of the
purchase price being allocated to depreciable assets, based on a 40 year
life. $ 236
To record depreciation on the Acquired Facilities, based on
approximately $27,664 of the purchase price being allocated to
depreciable assets, based on a 40-year life. $ 346
Less: Depreciation included in the Historical balance relating to the
Acquired Facilities and facilities acquired during the first six months
of 1997. $ (297)
To reduce depreciation for six facilities that are included in the
Historical Balances and were exchanged for eight facilities on May 20,
1997. $ (142)
--------------
Pro forma adjustment $ 1,319
(g) To reflect the interest expense on the pro forma line of credit balance
of $11,899 at a weighted average interest rate of 7.01% after assuming
all financing transactions to occur on January 1, 1997. $ (417)
To remove historical line of credit interest expense. $ 1,726
13
<PAGE>
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
Six Months Ended
June 30, 1997
-------------
To reflect the pro forma effect of additional interest expense and
amortization of discount due to the issuance of $100,000 of 8.20% notes
payable assumed to occur on January 1, 1997. $ (3,473)
To reflect interest expense on mortgage notes payable from January 1,
1997 to the date of acquisition for the $4,409 mortgages assumed during
the period January 1, 1997 to September 3, 1997. $ (140)
To reflect the pro forma effect on interest of assuming the payoff of
all mortgages occurred on January 1, 1997. $ 185
--------------
Pro forma adjustment $ (2,119)
(h) To remove gain on exchange of self-storage facilities. $ (2,569)
(i) To reflect the pro forma effect on minority interest expense from the
income contributed from facilities acquired from January 1, 1997 to
September 3, 1997 assuming those acquisitions and all equity offerings
and Unit transactions occurred on January 1, 1997. $ (547)
Year ended
December 31, 1996
-----------------
(j) To record rental income for the 39 audited facilities acquired during
the first six months of 1997. $ 16,664
To record rental income for the 14 unaudited facilities acquired during
the first six months of 1997 . $ 3,306
To reduce rental income for six facilities that are included in the
Initial Pro Forma balances and were exchanged for eight facilities on
May 20, 1997. $ (3,217)
--------------
Pro forma adjustment $ 16,753
(k) To record other income for the 39 audited facilities acquired during the
first six months of 1997. $ 313
To record other income for the 14 unaudited facilities acquired during
the first six months of 1997. $ 95
To reduce other income for six facilities that are included in the
Initial Pro Forma balances and were exchanged for eight facilities on
May 20, 1997. $ (10)
To reduce management income for the managed property acquired on May 15,
1997, based on actual management fees earned by the company during the
year ended December 31, 1996. $ (27)
--------------
Pro forma adjustment $ 371
14
<PAGE>
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
Year ended
December 31, 1996
-----------------
(l) To record cost of property operations and maintenance for the 39 audited
facilities acquired during the first six months of 1997. $ 3,863
To record cost of property operations and maintenance for the 14
unaudited facilities acquired during the first six months of 1997. $ 1,061
To reduce cost of property operations and maintenance for six facilities
that are included in the Initial Pro Forma balances and were exchanged
for eight facilities on May 20, 1997. $ (730)
--------------
Pro forma adjustment $ 4,194
(m) To record taxes for the 39 audited facilities acquired during the first
six months of 1997. $ 1,082
To record taxes for the 14 unaudited facilities acquired during the
first six months of 1997. $ 291
To reduce taxes for six facilities that are included in the Initial Pro
Forma balances and were exchanged for eight facilities on May 20, 1997. $ (577)
--------------
Pro forma adjustment $ 796
(n) To reflect an estimated increase in general and administrative expense
based on results subsequent to acquisition. $ 800
(o) To record depreciation for the 39 audited facilities acquired during the
first six months of 1997, based on approximately $94,047 of the purchase
price being allocated to depreciable assets, based on a 40 year life. $ 2,351
To record depreciation for the 14 unaudited facilities acquired during
the first six months of 1997, based on approximately $18,888 of the
purchase price being allocated to depreciable assets, based on a 40 year
life. $ 472
To record depreciation on the Acquired Facilities, based on
approximately $27,664 of the purchase price being allocated to
depreciable assets, based on a 40-year life. $ 692
To reduce depreciation for six facilities that are included in the
Initial Pro Forma balances and were exchanged for eight facilities on
May 20, 1997. $ (302)
--------------
Pro forma adjustment $ 3,213
15
<PAGE>
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
Year ended
December 31, 1996
-----------------
(p) To reflect the interest expense on the pro forma line of credit balance
reduction of $40,831 at a weighted average interest rate of 6.99% after
effect of assuming all financing transactions to occur on January 1,
1996. $ 2,854
To reflect the pro forma effect of additional interest expense and
amortization of discount due to the issuance of $100,000 of 8.20% notes
payable assumed to occur on January 1, 1996. $ (8,336)
To reflect interest expense on mortgage notes payable from the $4,409 of
mortgages assumed during the period January 1, 1997 to September 3,
1997. $ (387)
To reflect the pro forma effect on interest of assuming the payoff of
all mortgages occurred on January 1, 1996. $ 837
--------------
Pro forma adjustment $ (5,032)
(q) To reflect the pro forma effect on minority interest expense from the
income contributed from facilities acquired from January 1, 1997 to
September 3, 1997 assuming those acquisitions and all equity offerings
and Unit transactions occurred on January 1, 1996. $ (2,086)
</TABLE>
16
<PAGE>
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 6, 1997
STORAGE USA, INC.
By: /s/ Dennis A. Reeve
----------------------------
Dennis A. Reeve
Chief Financial Officer
(Principal Financial and Accounting Officer)
17
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,
33-86362, 333-29753 and 333-29773) 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, 33-91302, 333-25821, 333-21991 and 333-31145) of Storage
USA, Inc.; and (C) the Registration Statements on Forms S-3 (Commission File
Nos. 333-3344 and 333-21991) of SUSA Partnership, L. P. of our report dated
October 1, 1997, on our audit of the Historical Summaries of Combined Gross
Revenue and Direct Operating Expenses for certain self-storage facilities for
the year ended December 31, 1996, which report is included in this Form 8-K/A.
COOPERS & LYBRAND L.L.P.
Baltimore, Maryland
October 6, 1997
