SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[x] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarter ended June 30, 1997
or
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from to
Commission File Number: 001-12910
STORAGE USA, INC.
(Exact name of registrant as specified in its charter)
Tennessee
(State or other jurisdiction of
incorporation or organization)
62-1251239
(IRS Employer
Identification Number)
10440 Little Patuxent Parkway, #1100, Columbia, MD
(Address of principal executive offices)
21044
(Zip Codes)
Registrant's telephone number, including area code: (410) 730-9500
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. (X) Yes ( ) NO
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
Common Stock, $.01 par value, 27,330,007 shares outstanding at August 13, 1997
<PAGE>
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements
Storage USA, Inc.
Consolidated Statements of Operations
(unaudited)
(amounts in thousands, except per share data)
<TABLE>
<CAPTION>
Three months Three months Six months ended Six months
ended ended ended
June 30, 1997 June 30, 1996 June 30, 1997 June 30, 1996
---------------- ----------------- ----------------- ----------------
<S> <C>
Property Revenues:
Rental income $37,865 $23,770 $71,340 $44,590
Management income 0 206 0 446
Other income 786 380 1,072 654
---------------- ----------------- ----------------- ----------------
Total property revenues 38,651 24,356 72,412 45,690
---------------- ----------------- ----------------- ----------------
Property Expenses:
Cost of property operations & maintenance 9,424 6,376 17,715 12,113
Taxes 3,191 2,051 6,151 3,744
General & administrative 1,559 969 2,823 1,749
Depreciation & amortization 4,505 2,762 8,670 5,433
---------------- ----------------- ----------------- ----------------
Total property expenses 18,679 12,158 35,359 23,039
---------------- ----------------- ----------------- ----------------
Income from property operations 19,972 12,198 37,053 22,651
---------------- ----------------- ----------------- ----------------
Other income (expense):
Interest expense (3,494) (1,558) (6,763) (3,223)
Interest income 259 175 496 330
---------------- ----------------- ----------------- ----------------
Income before minority interest
and gain on exchange of self-storage
facilities 16,737 10,815 30,786 19,758
Gain on exchange of self-storage facilities 2,569 0 2,569 0
---------------- ----------------- ----------------- ----------------
Income before minority interest 19,306 10,815 33,355 19,758
Minority interest (1,411) (670) (2,476) (1,225)
---------------- ----------------- ----------------- ----------------
Net income $17,895 $10,145 $30,879 $18,533
================ ================= ================ ================
Net income per share $0.66 $0.52 $1.18 $0.99
================ ================= ================= ================
Weighted average shares outstanding 27,224 19,553 26,138 18,690
================ ================= ================= ================
</TABLE>
See notes to consolidated financial statements.
2
<PAGE>
Storage USA, Inc.
Consolidated Balance Sheets
(amounts in thousands, except share data)
<TABLE>
<CAPTION>
as of as of
June 30, 1997 December 31, 1996
-------------------- --------------------
(unaudited)
<S> <C>
Assets
Investments in storage facilities, at cost:
Land $ 285,052 $235,139
Buildings and equipment 740,029 620,503
-------------------- --------------------
1,025,081 855,642
Accumulated depreciation (34,251) (26,573)
-------------------- --------------------
990,830 829,069
Cash & cash equivalents 9,655 1,323
Other assets 21,194 14,853
-------------------- --------------------
Total assets $1,021,679 $845,245
==================== ====================
Liabilities & shareholders' equity
Line of credit borrowings $5,115 $52,730
Mortgage notes payable 37,446 45,724
Notes payable 200,000 100,000
Accounts payable & accrued expenses 9,990 7,616
Dividends payable 16,364 0
Rents received in advance 6,525 5,640
Minority interest 79,839 58,407
-------------------- --------------------
Total liabilities 355,279 270,117
-------------------- --------------------
Commitments and contingencies
Shareholders' equity:
Common stock $.01 par value, 150,000,000 shares
authorized, 27,273,119 and 24,723,027
shares issued and outstanding 272 247
Paid-in capital 702,398 610,793
Notes receivable - officers (8,825) (10,253)
Accumulated deficit (15,831) (15,831)
Distributions in excess of net income (11,614) (9,828)
-------------------- --------------------
Total shareholders' equity 666,400 575,128
-------------------- --------------------
Total liabilities & shareholders' equity $1,021,679 $845,245
==================== ====================
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
Storage USA, Inc.
Consolidated Statements of Cash Flows
(unaudited)
(Amounts in thousands)
<TABLE>
<CAPTION>
Six months ended Six months ended
June 30, 1997 June 30, 1996
---------------------- --------------------
<S> <C>
Operating activities:
Net income $30,879 $18,533
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 8,670 5,433
Minority interest 2,476 1,225
Gain on exchange of self-storage facilities (2,569) 0
Changes in assets and liabilities:
Other assets (6,045) (2,300)
Other liabilities 3,259 242
---------------------- --------------------
Net cash provided by operating activities 36,670 23,133
====================== ====================
Investing activities:
Acquisition and improvements of storage facilities (140,435) (110,031)
Proceeds from exchange of self-storage facilities 10,213 0
Development of storage facilities (14,702) (2,274)
---------------------- --------------------
Net cash used in investing activities (144,924) (112,305)
====================== ====================
Financing activities:
Net borrowings (repayments) under line of credit (47,615) 39,830
Mortgage principal payments/payoffs (12,356) (127)
Mortgage principal borrowings 2,243 0
Cash dividends (16,322) (10,149)
Proceeds from issuance of notes payable 0
98,732
Proceeds from issuance of stock 91,123 60,736
Payments on notes receivable 0
1,786
Minority investor cash contribution 0
165
Distribution to minority interests (1,170) (806)
---------------------- --------------------
Net cash provided by financing activities 116,586 89,484
====================== ====================
Net increase (decrease) in cash and equivalents 8,332 312
Cash and equivalents, beginning of period 1,323 3,006
---------------------- --------------------
Cash and equivalents, end of period $9,655 $3,318
====================== ====================
Supplemental schedule of non-cash activities:
Common Stock issued in exchange for notes receivable $358 $1,253
Mortgages assumed on storage facilities acquired $1,835 $7,061
Storage facilities acquired in exchange for
Partnership Units $20,111 $7,994
Partnership Units exchanged for shares of common stock $149 $0
====================== ====================
See notes to consolidated financial statements.
4
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1997
(thousands, except share and per share data)
1. Unaudited Interim Financial Statements
References to the Company include Storage USA, Inc. ("the REIT") and
SUSA Partnership, L.P. (the "Partnership"), its principal operating
subsidiary. Interim consolidated financial statements of the Company
are prepared pursuant to the requirements for reporting on Form 10-Q.
Accordingly, certain disclosures accompanying annual financial
statements prepared in accordance with generally accepted accounting
principles are omitted. In the opinion of management, all adjustments,
consisting solely of normal recurring adjustments, necessary for the
fair presentation of consolidated financial statements for the interim
periods have been included. The current period's results of operations
are not necessarily indicative of results that ultimately may be
achieved for the year. The interim consolidated financial statements
and notes thereto should be read in conjunction with the financial
statements and notes thereto included in the Company's Form 10-K, as
amended by Form 10-K/A, as filed with the Securities and Exchange
Commission.
2. Organization
Storage USA, Inc. (the "Predecessor"), a Tennessee corporation, was
formed in 1985 to own, develop, construct and operate self-storage
facilities throughout the United States. On March 23, 1994, the
Predecessor completed an initial public offering (the "IPO") of
6,325,000 shares of common stock at $21.75 per share forming the REIT.
The REIT received approximately $125,790 in proceeds, net of
underwriting discount and offering expenses. Upon completion of the
IPO, the REIT contributed substantially all of its net assets to the
Partnership in exchange for an approximately 98.9% general partnership
interest in the Partnership. The REIT contributes the proceeds of
issuances of its equity securities to the Partnership in exchange for
additional units of partnership interest. The Partnership also issues,
from time to time, additional units of Partnership interest in the
acquisition of self-storage facilities. At June 30, 1997, the REIT
owned approximately 92% of the outstanding partnership interests in the
Partnership. The Partnership owns 99% of SUSA Management, Inc. and
97.5% of Storage USA Franchise Corp.
5
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
June 30, 1997
(thousands, except share and per share data)
3. Notes Payable
On June 1, 1997, the Partnership issued $100,000 of 8.20% senior
unsecured notes (the "97 Notes") due June 1, 2017. Interest on the 97
Notes is payable on June 1 and December 1 of each year, commencing
December 1, 1997. The 97 Notes are redeemable at any time at the option
of the Partnership, in whole or in part, at a redemption price equal to
the sum of (i) the principle amount of the 97 Notes being redeemed plus
accrued interest to the redemption date and (ii) the make-whole amount
if any, as described in more detail in the 97 Notes prospectus. The 97
Notes are not subject to any mandatory sinking fund and are an
unsecured obligation of the Company. The 97 Notes contain various
covenants restricting the amount of secured and unsecured indebtedness
the Partnership may incur. The $1,314 offering discount and the
approximately $155 of offering costs, net of accumulated amortization,
are included in other assets at June 30, 1997, and are being amortized
into interest expense over the term of the 97 Notes.
On November 1, 1996, the Partnership issued $100,000 of 7.125% senior
unsecured notes (the "96 Notes") due November 1, 2003 under terms and
covenants substantially similar to the 97 Notes. The $979 offering
discount and the approximately $353 of offering costs, net of
accumulated amortization, are included in other assets at June 30,
1997, and are being amortized into interest expense over the term of
the 96 Notes.
The proceeds from the issuances of the 96 Notes and the 97 Notes were
used to fund the purchase of acquisitions and repay debt incurred under
the revolving lines of credit, which is used to finance the acquisition
of self-storage facilities and for working capital.
4. Investment in Storage Facilities
The following table summarizes the activity in storage facilities
during the period:
Cost:
Balance on January 1, 1997 $855,642
Property acquisitions 164,377
Existing facility expansions 2,264
Land acquisition and
joint venture development 14,702
Improvements and other 5,867
Properties exchanged (17,771)
--------------
Balance on June 30, 1997 $1,025,081
==============
Accumulated depreciation:
Balance on January 1, 1997 $ 26,573
Additions during the period 8,436
Properties exchanged (758)
--------------
Balance on June 30, 1997 $ 34,251
==============
6
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
June 30, 1997
(thousands, except share and per share data)
4. Investment in Storage Facilities, continued
The following pro forma combined results of operations of the Company
for the six months ended June 30, 1997 has been prepared assuming that
the acquisition of the 53 properties acquired during the same six month
period had been completed as of January 1, 1997.
Pro forma for the
six months ended
June 30, 1997
-----------------
Revenues $78,885
Net income $31,349
Net income per share $1.15
The unaudited pro forma information is not necessarily indicative of
what actual results of operations of the Company would have been
assuming such transactions had been completed as of January 1, 1997,
nor does it purport to represent the results of operations for future
periods.
5. Lines of Credit and Mortgages Payable
The Company can borrow under a $75,000 line of credit with a group of
commercial banks and under a $30,000 line of credit with a commercial
bank. These lines of credit bear interest at various spreads over
LIBOR. During the quarter ended June 30, 1997, the weighted average
borrowings were $27,181, and the weighted average interest rate was
7.05%. At June 30, 1997, approximately $5 million was outstanding on
the lines of credit. At June 30, 1997, there were $31.1 million of
fixed rate mortgage notes payable and $6.3 million of variable rate
mortgage notes payable. As of June 30, 1997, the fixed rate mortgage
notes carried rates of interest ranging from 6.5% to 11.5% with a
weighted average rate of 10.4%. The variable rate mortgage notes
carried rates of interest ranging from 7.9% to 9.0% with a weighted
average rate of 8.4%. During the six months ended June 30, 1997, total
interest paid was $6.5 million.
7
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
June 30, 1997
(thousands, except share and per share data)
6. Other Income
Other income for the three months ended June 30, 1997 and 1996
consisted primarily of revenue from the sale of locks and packaging
supplies, truck rentals, and ground rents for billboards and cellular
towers. Effective January 1, 1997, the contracts to manage facilities
for third parties between the owners of these self-storage facilities
and SUSA Management, a consolidated subsidiary, were transferred to
Storage USA Franchise Corp., an unconsolidated entity being accounted
for under the equity method. As a result, the Company's proportionate
share of management income of approximately $193 is included in other
income for the three months ended June 30, 1997.
7. Gain on Disposal of Assets
On May 20, 1997 the Company consummated an exchange transaction with
another self-storage REIT in which the Company received eight
self-storage facilities with a book value of $9,369 and $10,213 in
cash in exchange for six self-storage facilities with a book value of
$17,013. As a result of this exchange, the Company recognized a $2,569
gain on the monetary portion of the transaction. This exchange was
accounted for tax purposes under IRC Section 1031, and as such the gain
is not recognized for income tax purposes.
8. Recent Accounting Developments
In February of 1997, Statement of Financial Accounting Standards (SFAS)
No. 128, "Net Income Per Share" was issued and is effective for fiscal
years ending after December 15, 1997. The statement establishes
standards for computing and presenting net income per share. Upon
adoption, all prior period data presented will be restated to conform
to the provisions of SFAS No. 128. The adoption of SFAS No. 128 is not
expected to have a material impact on the financial statements of the
Company.
In June 1997, SFAS No. 130, "Reporting Comprehensive Income" was
issued and is effective for fiscal years beginning after December 15,
1997. SFAS No. 130 establishes standards for the reporting and
display of comprehensive income and its components (revenues,
expenses, gains, losses) in a full set of general purpose financial
statements. SFAS No. 130 requires the disclosure of an amount that
represents total comprehensive income and the components of
comprehensive income in a financial statement. The adoption of SFAS
No. 130 is not expected to have a material impact
8
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
June 30, 1997
(thousands, except share and per share data)
8. Recent Accounting Developments, continued
on the financial statements of the Company.
In June 1997, SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information" was issued and is effective for
fiscal years beginning after December 15, 1997. SFAS No. 131
establishes standards for determining an entity's operating segments
and the type and level of financial information to be disclosed in both
annual and interim financial statements. It also establishes standards
for related disclosures about products and services, geographic areas
and major customers. The adoption of SFAS No. 131 is not expected to
have a material impact on the financial statements of the Company.
9. Subsequent Events
From June 30, 1997 to August 14, 1997, the Company completed the
acquisition of 7 self-storage facilities for approximately $30 million.
These acquisitions were financed through operating cash flows,
borrowings under the available lines of credit, and the issuance of
Units. The Company has also entered into various property acquisition
contracts with an aggregate cost of approximately $17 million. These
acquisitions are subject to customary conditions to closing, including
satisfactory due diligence, and should close during the third quarter.
Should these contracts be terminated, the costs incurred by the Company
would be immaterial.
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This Form 10-Q may include forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These statements are identified by phrases such as the
Company "expects" or "anticipates" and words of similar effect. Actual results
may differ materially from those projected. Among the factors that could cause
such a difference are: changes in the economic conditions in the markets in
which the Company operates; certain of the Company's competitors with
substantially greater financial resources than the Company reducing the number
of suitable acquisition opportunities offered to the Company and increasing the
price necessary to consummate the acquisition of particular facilities;
increased development of new facilities and competition in the Company's markets
resulting in over-supply thereby lowering rental and occupancy rates; the
availability of sufficient capital to finance the Company's business plan on
terms satisfactory to the Company; increased costs related to compliance with
laws, including environmental laws; general business and economic conditions;
and the other risk factors described in the Company's reports filed from time to
time with the Securities and Exchange Commission. The Company cautions readers
not to place undue reliance on any such forward looking statements, which
statements are made pursuant to the Private Securities Litigation Reform Act of
1995 and, as such, speak only as of the date made.
The following discussion and analysis of the consolidated financial condition
and results of operations of the Company should be read in conjunction with the
Consolidated Financial Statements and Notes thereto. References to the Company
include Storage USA, Inc. (the "REIT") and SUSA Partnership L.P., the operating
subsidiary (the "Partnership").
Due to the substantial number of facilities acquired from June 30, 1996 to June
30, 1997, management believes that it is meaningful and relevant in
understanding the present and ongoing operations of the Company to compare
certain information using occupancy and per square foot information.
The following are definitions of terms used throughout this discussion in
analyzing the Company's business. Physical Occupancy is defined as the total net
rentable square feet rented as of the date computed divided by the total net
rentable square feet available. Gross Potential Income is defined as the sum of
all units available to rent at a facility multiplied by the market rental rate
applicable to those units as of the date computed. Expected Income is defined as
the sum of the monthly rent being charged for the rented units at a facility as
of the date computed. Economic Occupancy is defined as the Expected Income
divided by the Gross Potential Income. Rent Per Square Foot is defined as the
annualized result of dividing Gross Potential Income on the date computed by
total net rentable square feet available. Direct Property Operating Costs is
defined as the costs incurred in the operation of a facility, such as utilities,
real estate taxes, and on-site personnel. Indirect Property Operations Cost is
defined as costs incurred in the management of all facilities, such as
accounting personnel and management level operations personnel. Net Operating
Income ("NOI") is defined as total property revenues less Direct Property
Operating Costs.
Results of Operations- Quarter Ended June 30, 1997 Compared to Quarter Ended
June 30, 1996.
In the second quarter of 1997, the Company reported growth in revenue, NOI and
net income, respectively, of $14.3 million, $10.1 million and $7.8 million over
the same quarter of 1996. Since June 30, 1996, the Company has acquired 104
facilities. These acquired facilities added 7.3 million square feet, bringing
the total square feet of the 290 facilities owned by the Company at June 30,
1997 to 19.8 million. For the second quarter of 1997, the 155 comparable
facilities owned during the entire second quarter of 1996 provided 58% of the
Company's rental income. These same store facilities' rental income grew 5.7%
over second quarter 1996 results. The majority of this growth was provided by an
approximate 6.9% rate increase, which was offset by discounts, the timing of
rate increases, and, to a lesser extent, occupancy. At June 30, 1997, the
physical and economic occupancy and rent per square foot of the 155 comparable
facilities owned at June 30, 1996, was 88.4%, 82.4%, and $10.05, respectively,
10
<PAGE>
while the figures as of June 30, 1996, were 89.7%, 83.5%, and $9.41,
respectively. The Company's portfolio of facilities as a whole had an average
occupancy at June 30, 1997, of 87.2% physical and 80.7% economic, with an
average rent per square foot of $9.67.
Management contracts were transferred to Storage USA Franchise Corp., an
unconsolidated subsidiary, on January 1, 1997 and the Company's proportionate
share of the management fee revenue is included in other income at June 30,
1997. Management income for the quarter ended June 30, 1997 was $198 thousand, a
$8 thousand decrease over the same period in 1996. The decline was due to the
acquisition of 15 mature facilities in June of 1996 that were managed by the
Company during the second quarter in 1996. The Company has since obtained 15 new
management contracts in the past year, however the current portfolio of managed
facilities contains newer properties with lower revenues and thus lower
management fees. Other income primarily reflects sales of lock and packaging
products, truck rentals, and equity investment in an unconsolidated subsidiary
(including management income). Other income increased primarily due to the
increase in the number of properties owned, resulting in incremental growth in
the revenue from these ancillary services, and to a lesser extent, rental income
on cellular tower and billboard leases.
Cost of property operations and maintenance was $9.4 million for the quarter
ended June 30, 1997, representing a $3.0 million increase over the second
quarter of 1996. Cost of property operations and maintenance was 24.2% of
revenues for the quarter ended June 30, 1997, which is a decrease from the 26.0%
of revenues for the quarter ended June 30, 1996. The decline as a percentage of
revenues is explained by an increase in same store revenues and a decline in
same store expenses as a result of the Company's cost control policies.
Tax expense increased from $2.1 million or 8.4% of revenues for the quarter
ended June 30, 1996, to $3.2 million or 8.2% of revenue for the quarter ended
June 30, 1997. The dollar growth is attributable to the 104 properties acquired
between June 30, 1996 and June 30, 1997 and as a percentage of revenues,
tax expense remains relatively consistent with the prior four quarters.
General and administrative expense ("G&A") increased from $969 thousand or 3.9%
of revenues for the quarter ended June 30, 1996, to $1.6 million or 4.0% of
revenue for the quarter ended June 30, 1997. The growth in G&A reflects the
Company's expansion of its administration, development and acquisition,
management information systems and human resource departments in connection with
its ongoing growth strategy. As a percentage of revenues, G&A remains consistent
with the prior four quarters.
11
<PAGE>
Depreciation expense increased to $4.5 million for the quarter ended June 30,
1997 from $2.8 million for the comparable period in 1996, reflecting the
increase in the number of facilities owned. The Company has acquired or placed
in service approximately $273 million in depreciable assets since July 1, 1996.
Interest expense for the quarter ended June 30, 1997, was $3.5 million as
compared to $1.6 million for the comparable period in 1996. The majority of the
increase is due to the issuance of $100 million in notes payable at 7.125% in
November 1996 and $100 million in notes payable at 8.2% in June 1997. The
remaining interest expense represents weighted average borrowings of $27 million
under the Company's lines of credit at a weighted average interest rate of 7.05%
and $37.4 million in mortgages payable at a weighted average interest rate of
10.02%. In the second quarter of 1996, the weighted average borrowings under the
Company's lines of credit were $92.4 million at a weighted average interest rate
of 6.8%, 13.6 million in mortgages were outstanding at a weighted average
interest rate of 9.9% and there were no notes payable outstanding.
Interest income was $0.3 million for the quarter ended June 30, 1997 as compared
to $0.2 million for the quarter ended June 30, 1996. Interest income represents
earnings on overnight deposits and amounts outstanding under the 1995 Employee
Stock Purchase and Loan Plan. The increase in interest income was primarily due
to cash deposits of the 104 facilities acquired since July 1, 1996.
The Company recognized a gain on the exchange of self-storage facilities during
the second quarter of 1997. In connection with the exchange agreement with
another self-storage REIT, the Company received eight self-storage facilities
with a book value of $9.4 million and $10.2 million cash in exchange for six
self-storage facilities with a book value of $17.0 million. As a result of this
exchange, the Company recognized a $2.6 million gain on the monetary portion of
the transaction. This exchange was accounted for tax purposes under IRC Section
1031, and as such the gain is not recognized for income tax purposes.
Minority interest grew from $0.7 million for the quarter ended June 30, 1996 to
$1.4 million for the quarter ended June 30, 1997 as the Company issued
approximately 1.2 million Partnership units in connection with the acquisition
of certain facilities from July 1, 1996 to June 30, 1997.
Results of Operations- Six Months Ended June 30, 1997 Compared to Six Months
Ended June 30, 1996.
In the first six months of 1997, the Company reported growth in revenue, NOI and
net income, respectively, of $26.7 million, $18.7 million and $12.3 million over
the same period of 1996. Management contracts were transferred to Storage USA
Franchise Corp., an unconsolidated subsidiary, on January 1, 1997 and the
Company's proportionate share of the management fee revenue is included in other
income at June 30, 1997. Management income for the six months ended June 30,
1997 was $381 thousand, a $65 thousand decrease over the same period in 1996.
The decline was due to the acquisition of 15 mature facilities in June of 1996
that were managed by the Company during the first six months of 1996. The
Company has since obtained 15 new management contracts in the past year, however
12
<PAGE>
the current portfolio of managed facilities contains newer properties with lower
revenues and thus lower management fees. Other income primarily reflects sales
of lock and packaging products, truck rentals, and equity investment in an
unconsolidated subsidiary (including management income). Other income increased
primarily due to the increase in the number of properties owned, resulting in
incremental growth in the revenue from these ancillary services, and to a lesser
extent, rental income on cellular tower and billboard leases.
Cost of property operations and maintenance was $17.7 million for the six months
ended June 30, 1997, representing a $5.6 million increase over the first six
months of 1996. Cost of property operations and maintenance was 24.4% of
revenues for the six months ended June 30, 1997 and 26.5% for the six months
ended June 30, 1996. The decrease as a percentage of revenues was caused by an
increase in same store revenues and a decline in same store expenses as a result
of the Company's cost control policies.
Tax expense increased from $3.7 million or 8.2% of revenues for the six months
ended June 30, 1996 to $6.2 million or 8.5% of revenue for the six months ended
June 30, 1997. This growth as a percentage of revenue reflects both the impact
of reassessments on the properties purchased during 1994 through 1996 and the
increased state and franchise taxes as the Company moves into new states and
expands in current states. The majority of the real estate tax increase is
attributable to reassessments on acquisitions with the remainder attributable to
increased tax rates or reassessments on properties owned for a full year.
G&A increased from $1.7 million to $2.8 million for the first six months of 1997
from the comparable six months of 1996. As a percentage of revenues, this
category of expense grew from 3.8% for the six months ended June 30, 1996 to
3.9% for the six months ended June 30, 1997. The Company expects that the gross
expense will grow as the Company expands its administration, development and
acquisition, management information systems, and human resource departments, in
connection with its ongoing growth strategy.
Depreciation expense increased to $8.7 million for the six months ended June 30,
1997 from $5.4 million for the comparable period in 1996, reflecting the
increase in the number of facilities owned. The Company has acquired or placed
in service approximately $273 million in depreciable assets since July 1, 1996.
Interest expense for the six months ended June 30, 1997 was $6.8 million as
compared to $3.2 million for the comparable period in 1996. The majority of the
increase is due to the issuance of $100 million in notes payable at 7.125% in
November 1996 and $100 million in notes payable at 8.2% in June 1997. The
remaining interest expense represents weighted average borrowings of $42 million
under the Company's lines of credit at a weighted average interest rate of 7.0%
and $37.4 million in mortgages payable at a weighted average interest rate of
10.02%.
13
<PAGE>
Interest income was $0.5 million for the six months ended June 30, 1997 as
compared to $0.3 million for the six months ended June 30, 1996. Interest income
in 1997 represents earnings on overnight deposits and amounts outstanding under
the 1995 Employee Stock Purchase and Loan Plan. The increase in interest income
was primarily due to cash deposits of the 104 facilities acquired since July 1,
1996.
The Company recognized a gain on the exchange of self-storage facilities during
the second quarter of 1997. In connection with the exchange agreement with
another self-storage REIT, the Company received eight self-storage facilities
with a book value of $9.4 million and $10.2 million cash in exchange for six
self-storage facilities with a book value of $17.0 million. As a result of this
exchange, the Company recognized a $2.6 million gain on the monetary portion of
the transaction. This exchange was accounted for tax purposes under IRC Section
1031, and as such the gain is not recognized for income tax purposes.
Minority interest grew from $1.2 million for the six months ended June 30, 1996
to $2.5 million for the six months ended June 30, 1997, as the Company issued
approximately 1.2 million Partnership units in connection with the acquisition
of certain facilities from July 1, 1996 to June 30, 1997.
Liquidity and Capital Resources
Cash provided from operating activities grew to $36.7 million for the six months
ended June 30, 1997 from $23.1 million for the six months ended June 30, 1996.
This increase is primarily a result of the Company's net income growing $12.3
million or 67%, over the same six month period in the prior year, primarily as a
result of the increase in number of facilities owned and the improvement of
operations at owned facilities.
During the first six months of 1997, the Company acquired 54 facilities totaling
3,648,000 square feet for an aggregate cost of $164.4 million, which includes
the issuance of 545,000 Partnership Units ("Units") valued at $20 million, and
the assumption of a $1.8 million mortgage. The Company currently has plans to
develop 21 new facilities, with expected costs totaling $76.9 million and
completion dates anticipated to range from the third quarter of 1997 through the
third quarter of 1998. Expansions are under way for 21 existing facilities with
planned completion dates ranging from the third quarter of 1997 to the first
quarter of 1998. Estimated costs of the 21 expansions under way are $17.5
million.
On February 19, 1997 the REIT and the Partnership filed a shelf registration
statement with the Securities and Exchange Commission relating to $450 million
of securities, including up to $250 million of common stock, preferred stock,
depository shares and warrants of the REIT and up to $200 million of unsecured,
nonconvertible senior debt securities of the Partnership. An additional $50
million of unsecured, nonconvertible debt securities are issuable under the
Partnership's existing shelf registration statement.
14
<PAGE>
In March 1997, the REIT issued 2,461,000 shares of common stock under the new
shelf registration statement for an aggregate purchase price of $90.4 million.
The proceeds from the issuance were contributed to the Partnership in exchange
for additional Units. The Partnership used the net proceeds to repay
debt incurred under its revolving lines of credit, to finance the acquisition of
self-storage facilities, and for working capital.
On June 1, 1997 the Company issued $100 million of 8.2% senior notes due June 1,
2017. The Notes are unsecured obligations of the Partnership and may be redeemed
at any time at the option of the Partnership, subject to certain terms and
conditions. At June 30, 1997, the Company had the above-mentioned notes payable,
$100 million of 7.125% senior unsecured notes payable, $5 million in borrowings
outstanding on its lines of credit, $31.1 million of fixed rate mortgage notes
payable, and $6.4 million of variable rate mortgage notes payable. As of June
30, 1997, the fixed rate mortgage notes carried rates of interest ranging from
6.5% to 11.5% with a weighted average rate of 10.4%. The variable rate mortgage
notes carried rates of interest ranging from 7.9% to 9.0% with a weighted
average rate of 9.4%. The Company had $100 million of unused borrowing capacity
under its lines of credit at June 30, 1997.
During the six month period ended June 30, 1997, the Company issued
approximately 545,000 Units valued at approximately $20 million in connection
with the acquisition of facilities. The Company's acquisition of self-storage
facilities using Units as consideration may partially defer the seller's tax
liability.
As of June 30, 1997, there were approximately 2,444,000 outstanding Units owned
by third parties. Beginning one year after their issuance each Unit is
redeemable for cash equal to the market value of one share of Common Stock at
the time of redemption or, at the Company's option, one share of Common Stock.
At June 30, 1997, 1,271,000 Units had been outstanding for one year or more.
82,000 of the remaining Units are redeemable for cash or, at the Company's
option, a two-year promissory note. Any shares of Common Stock issued in
redemption of Units are expected to be registered under the Securities Act of
1933, as amended, and to be freely tradeable.
From June 30, 1997 through August 14, 1997, the Company has completed the
acquisition of 7 self-storage facilities for approximately $30 million. These
acquisitions were financed through operating cash flows, borrowings under the
available lines of credit and the issuance of Units.
The Company has entered into various property acquisition contracts for
facilities with an aggregate cost of approximately $17 million. These
acquisitions are subject to customary conditions to closing, including
satisfactory due diligence, and should close during the third quarter. Should
these contracts be terminated, the costs incurred by the Company would be
immaterial.
15
<PAGE>
The Company has incurred approximately $1.3 million for regularly scheduled
maintenance and repairs during the six months ended June 30, 1997. For the year,
the Company expects to incur approximately $3.1 million for scheduled
maintenance and repairs and approximately $8.1 million to conform facilities
acquired during 1996, 1995 and 1994 to Company standards.
Funds From Operations ("FFO")
The Company believes that FFO should be considered in conjunction with its net
income and cash flows to facilitate a clear understanding of its results of
operations. FFO is defined as net income, computed in accordance with GAAP,
excluding gains (losses) from debt restructuring and sales of property, plus
depreciation and amortization, and after adjustments for unconsolidated
partnerships and joint ventures. FFO should not be considered an alternative to
net income as a measure of the Company's performance or to cash flows as a
measure of liquidity.
Effective January 1, 1996, the National Association of Real Estate Investment
Trusts amended its definition of FFO. Because of the change in the definition of
FFO, FFO for the Company may not be comparable to similarly titled measures of
operating performance disclosed by other companies.
The following table illustrates the components of the Company's FFO for the
quarters and year to dates ended June 30, 1997 and June 30, 1996.
</TABLE>
<TABLE>
<CAPTION>
Three Months Three Months Year to Date Year to Date
ended ended ended ended
June 30, 1997 June 30, 1996 June 30, 1997 June 30, 1996
--------------------------------------------------------------
<S> <C>
Net Income $17,895 $10,145 $30,879 $18,533
Gain on Sale of Assets (2,569) - (2,569) -
Depreciation of revenue producing
assets 4,276 2,591 8,233 5,036
Amortization of non compete
- 21 - 83
Amortization of lease guarantees
- 15 - 68
--------------------------------------------------------------
--------------------------------------------------------------
Consolidated FFO
$19,602 $12,772 $36,543 $23,720
==============================================================
</TABLE>
The REIT, in order to qualify as a REIT, is required to distribute a substantial
portion of its net income as dividends to its shareholders. While the Company's
goal is to generate and retain sufficient cash flow to meet its operating,
capital, and debt service needs, the REIT's dividend requirements may require
the Company to utilize its bank lines of credit to finance property acquisitions
and development and major capital improvements. For the year ended December 31,
1996, distributions were approximately 86% of the Company's FFO.
16
<PAGE>
The Company believes that its liquidity and capital resources are adequate to
meet its cash requirements relating to its existing operations for the next
twelve months.
Inflation
The Company does not believe that inflation had or will have a direct effect on
its operations. Substantially all of the leases at the facilities allow for
monthly rental increases that provide the Company with the opportunity to
achieve increases in rental income as each lease matures.
Seasonality
The Company's revenues typically have been higher in the third and fourth
quarters primarily because the Company increases its rental rates on most of its
storage units at the beginning of May, and to a lesser extent because
self-storage facilities tend to experience greater occupancy during the late
spring and early fall months due to the greater incidence of residential moves
during those periods. The Company believes that its tenant mix, rental
structure, and expense structure provide adequate protection against undue
fluctuations in cash flows and net revenues during off-peak seasons. Thus, the
Company does not expect seasonality to materially affect distributions to
shareholders.
Recent Accounting Developments
In February of 1997, Statement of Financial Accounting Standards (SFAS) No. 128,
"Net Income Per Share" was issued and is effective for fiscal years ending after
December 15, 1997. The statement establishes standards for computing and
presenting net income per share. Upon adoption, all prior period data presented
will be restated to conform to the provisions of SFAS No. 128. The adoption of
SFAS No. 128 is not expected to have a material impact on the financial
statements of the Company.
In June 1997, SFAS No. 130, "Reporting Comprehensive Income" was issued and is
effective for fiscal years beginning after December 15, 1997. SFAS No. 130
establishes standards for the reporting and display of comprehensive income and
its components (revenues, expenses, gains, losses) in a full set of general
purpose financial statements. SFAS No. 130 requires the disclosure of an amount
that represents total comprehensive income and the components of comprehensive
income in a financial statement. The adoption of SFAS No. 130 is not expected to
have a material impact on the financial statements of the Company.
In June 1997, SFAS No. 131, "Disclosures about Segments of an Enterprise and
Related Information" was issued and is effective for fiscal years beginning
after December 15, 1997.
17
<PAGE>
SFAS No. 131 establishes standards for determining an entity's operating
segments and the type and level of financial information to be disclosed in both
annual and interim financial statements. It also establishes standards for
related disclosures about products and services, geographic areas and major
customers. The adoption of SFAS No. 131 is not expected to have a material
impact on the financial statements of the Company.
18
<PAGE>
Part II- OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
On May 15, 1997 the Company issued 47,470 units of limited partnership
interest in SUSA Partnership, L.P. ("Units") valued at approximately
$1.8 million and on May 30, 1997 the Company issued 479,795 Units
valued at approximately $18.3 million in exchange for interest in
self-storage facilities. The Units were issued in private placement
exempt from registration pursuant to Section 4(2) of the Securities Act
of 1933. Beginning one year after their issuance, each Unit is
redeemable for cash equal to the market value of one share of Common
Stock at the time of redemption or, at the Company's option, one share
of Common Stock.
Item 3. Defaults Upone Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders.
On May 7, 1997 the Company held its Annual Meeting of Shareholders.
Five matters were submitted to the shareholders for consideration:
1. proposal to approve an amendment to the Company's charter
to declassify the Board of Directors;
2. election of five Directors;
3. proposal to approve an amendment to the Company's 1993
Omnibus Stock Plan;
4. proposal to approve an amendment to the Company's 1995
Employee Stock and Loan Plan; and
5. ratification of the selection of Coopers and Lybrand
L.L.P. as auditors for the fiscal year ending December
31, 1997.
1. Proposal to approve an amendment to the Company's charter to declassify the
Board of Directors:
For Against Abstained Broker non-votes
--- ------- --------- ----------------
20,420,669 141,529 38,952 2,142,727
2. Election of Five Directors:
Director: For Withheld
- -------- --- --------
Dean Jernigan 22,729,194 14,683
Caroline McBride (Class I) 22,729,209 14,668
John P. McCann 22,729,209 14,668
J. Marshall Peck (Class II) 22,728,909 14,968
William D. Sanders 22,728,909 14,968
Continuing Directors whose term did not expire at the annual meeting were as
follows: Harry J. Thie, Mark Jorgensen, Howard P. Colhoun and Dennis A. Reeve.
3. Proposal to approve an amendment to the Company's 1993 Omnibus Stock Plan:
For Against Abstained
--- ------- ---------
21,530,632 1,201,677 17,905
19
<PAGE>
4. Proposal to approve an amendment to the Company's 1995 Employee Stock and
Loan Plan:
For Against Abstained
--- ------- ---------
22,402,897 329,886 17,430
5. Ratification of the selection of Coopers and Lybrand L.L.P. as auditors for
the fiscal year ending December 31, 1997:
For Against Abstained
--- ------- ---------
22,675,490 53,219 15,168
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K.
a. Exhibit 27 - Financial Data Schedule
b. Reports on Form 8-K
On May 28, 1997, the Company filed a Current Report on Form
8-K reporting the acquisition of 31 self-storage facilities.
On May 28, 1997, the Company filed a Current Report on Form
8-K to file Articles of Amendment to the Amended and Restated
Charter of the Company.
20
<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: August 14, 1997
Storage USA, Inc.
By: /s/ Dennis A. Reeve
-------------------
Dennis A. Reeve
Chief Financial Officer
(Principal Financial and Accounting
Officer)
21
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
registrant's unaudited consolidated financial statements as of June 30, 1997,
and the six months then ended, and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<CIK> 0000912116
<NAME> STORAGE USA, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 9,655
<SECURITIES> 0
<RECEIVABLES> 21,016
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 30,671
<PP&E> 1,025,081
<DEPRECIATION> 34,251
<TOTAL-ASSETS> 1,021,501
<CURRENT-LIABILITIES> 112,718
<BONDS> 242,561
0
0
<COMMON> 272
<OTHER-SE> 665,950
<TOTAL-LIABILITY-AND-EQUITY> 1,021,501
<SALES> 37,865
<TOTAL-REVENUES> 38,651
<CGS> 0
<TOTAL-COSTS> 18,679
<OTHER-EXPENSES> (1,417)<F1>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,494
<INCOME-PRETAX> 17,895
<INCOME-TAX> 0
<INCOME-CONTINUING> 17,895
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 17,895
<EPS-PRIMARY> 0.66
<EPS-DILUTED> 0.66
<FN>Included in other expenses are Minority interest expense, gain on exchange
of self-storage facilities and interest income.
</FN>
</TABLE>
