UNITED STATES
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 September 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, 27,422,469 shares outstanding at November 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 ended Three months ended Nine months ended Nine months ended
September 30, 1997 September 30, 1996 September 30, 1997 September 30, 1996
--------------------- --------------------- --------------------- ---------------------
<S> <C>
Property Revenues:
Rental income $41,913 $28,806 $113,267 $73,396
Management income 0 113 0 560
Other income 1,139 516 2,213 1,170
--------------------- --------------------- --------------------- ---------------------
Total property revenues 43,052 29,435 115,480 75,126
--------------------- --------------------- --------------------- ---------------------
Property Expenses:
Cost of property operations &
maintenance 10,651 7,816 28,359 19,933
Taxes 3,248 2,419 9,403 6,163
General & administrative 1,833 1,318 4,656 3,067
Depreciation & amortization 5,332 3,380 14,002 8,813
--------------------- --------------------- --------------------- ---------------------
Total property expenses 21,064 14,933 56,420 37,976
--------------------- --------------------- --------------------- ---------------------
Income from property opertions 21,988 14,502 59,060 37,150
--------------------- --------------------- --------------------- ---------------------
Other income (expense):
Interest expense (4,841) (2,626) (11,604) (5,848)
Interest income 386 176 880 506
--------------------- --------------------- --------------------- ---------------------
Income before minority interest
and gain on exchange of
storage facilities 17,533 12,052 48,336 31,808
Gain on exchange of storage
facilities 0 288 2,569 288
--------------------- --------------------- --------------------- ---------------------
Income before minority interest 17,533 12,340 50,905 32,096
Minority interest (1,639) (690) (4,115) (1,915)
--------------------- --------------------- --------------------- ---------------------
Net income $15,894 $11,650 $46,790 $30,181
--------------------- --------------------- --------------------- ---------------------
Net income per share $0.58 $0.55 $1.76 $1.54
--------------------- --------------------- --------------------- ---------------------
Weighted average shares 27,376 21,364 26,638 19,588
outstanding
--------------------- --------------------- --------------------- ---------------------
See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
Storage USA, Inc.
Consolidated Balance Sheets
(Amounts in thousands, except share data)
<TABLE>
<CAPTION>
as of as of
September 30, 1997 December 31, 1996
----------------------- ----------------------
(unaudited)
<S> <C>
Assets
Investments in storage facilities, at cost:
Land $296,004 $235,139
Buildings and equipment 769,679 620,503
----------------------- ----------------------
1,065,683 855,642
Accumulated depreciation (39,380) (26,573)
----------------------- ----------------------
1,026,303 829,069
Cash & cash equivalents 4,103 1,323
Other assets 41,450 14,853
----------------------- ----------------------
Total assets $1,071,856 $845,245
----------------------- ----------------------
Liabilities & shareholders' equity
Line of credit borrowings $34,929 $52,730
Mortgage notes payable 39,864 45,724
Notes payable 200,000 100,000
Accounts payable & accrued expenses 14,471 7,616
Dividends payable 16,445 0
Rents received in advance 6,553 5,640
Minority interest 90,989 58,407
----------------------- ----------------------
Total liabilities 403,251 270,117
----------------------- ----------------------
Commitments and contingencies
Shareholders' equity:
Common stock $.01 par value, 150,000,000 shares
authorized, 27,408,907 and 24,723,027
shares issued and outstanding 274 247
Paid-in capital 705,319 610,793
Notes receivable - officers (8,817) (10,253)
Accumulated deficit (15,831) (15,831)
Distributions in excess of net income (12,340) (9,828)
----------------------- ----------------------
Total shareholders' equity 668,605 575,128
----------------------- ----------------------
Total liabilities & shareholders' equity $1,071,856 $845,245
----------------------- ----------------------
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE>
Storage USA, Inc.
Consolidated Statements of Cash Flows
(unaudited)
(Amounts in thousands)
<TABLE>
<CAPTION>
Nine months ended Nine months ended
September 30, 1997 September 30, 1996
----------------------- -----------------------
<S> <C>
Operating activities:
Net income $ 46,790 $ 30,181
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 14,002 8,813
Minority interest 4,115 1,915
Gain on exchange of storage facilities (2,569) (288)
Changes in assets and liabilities:
Other assets (26,691) (2,495)
Other liabilities 7,768 2,427
--------- ---------
Net cash provided by operating activities 43,415 40,553
========= =========
Investing activities:
Acquisition and improvements of storage facilities (159,247) (192,129)
Proceeds from exchange of storage facilities 10,213 0
Development of storage facilities (22,036) (3,758)
--------- ---------
Net cash used in investing activities (171,070) (195,887)
========= =========
Financing activities:
Net borrowings (repayments) under line of credit (17,801) (41,467)
Mortgage principal payments/payoffs (12,566) (199)
Mortgage principal borrowings 1,244 0
Cash dividends (32,686) (21,136)
Proceeds from issuance of notes payable 98,732 0
Proceeds from issuance of stock 94,046 219,772
Payments on notes receivable 1,794 0
Minority investor cash contribution 165 0
Distribution to minority interests (2,493) (1,473)
--------- ---------
Net cash provided by financing activities 130,435 155,497
========= =========
Net increase (decrease) in cash and equivalents 2,780 163
Cash and equivalents, beginning of period 1,323 3,006
--------- ---------
Cash and equivalents, end of period $ 4,103 $ 3,169
========= =========
Supplemental schedule of non-cash activities:
Common Stock issued in exchange for notes receivable $ 358 $ 1,345
Mortgages assumed on storage facilities acquired $ 5,458 $ 11,501
Storage facilities acquired in exchange for
Partnership Units $ 30,944 $ 8,605
Partnership Units exchanged for shares of
common stock $ 149 $ 0
========= =========
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 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 ("Units")
in the acquisition of self-storage facilities. At September 30, 1997,
the REIT, the sole general partner of the Partnership, owned
approximately 91% of the outstanding partnership interests in the
Partnership. The Partnership owns 99% of the preferred nonvoting stock
of SUSA Management, Inc. and Storage USA Franchise Corp.
In June of 1996, the REIT formed Storage USA Trust (the "Trust"), a
Maryland real estate investment trust of which it is the sole
shareholder, and transferred approximately 99% of the REIT's interest
in the Partnership to the Trust. The REIT remains the sole general
partner of the Partnership.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
September 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 due June 1, 2017 (the "97 Notes"). 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 principal amount of the 97 Notes being redeemed plus
accrued interest to the redemption date and (ii) the make-whole amount
if any, as provided in the underlying indenture. The 97 Notes are not
subject to any mandatory sinking fund and are an unsecured obligation
of the Company. The 97 Notes contain certain 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
September 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 due November 1, 2003 (the "96 Notes") 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 September 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 are used to finance the
acquisition of self-storage facilities and for working capital.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
September 30, 1997
(thousands, except share and per share data)
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 195,904
Existing facility expansions 3,965
Land acquisition and
joint venture development 19,098
Improvements and other 8,845
Properties exchanged (17,771)
----------------
Balance on September 30, 1997 $ 1,065,683
===============
Accumulated depreciation:
Balance on January 1, 1997 $ 26,573
Additions during the period 13,565
Properties exchanged (758)
----------------
Balance on September 30, 1997 $ 39,380
===============
The following pro forma combined results of operations of the Company
for the nine months ended September 30, 1997 has been prepared assuming
that the acquisition of the 64 properties acquired, the exchange of the
six properties discussed in Note 7, and the lease obtained on one
property during the same nine month period had been completed as of
January 1, 1997.
Pro forma for the
nine months ended
September 30, 1997
------------------------
Revenues $124,116
Net income $46,515
Net income per share $1.70
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.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
September 30, 1997
(thousands, except share and per share data)
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 September 30, 1997, the weighted
average borrowings were $27,053, and the weighted average interest rate
was 7.1%. At September 30, 1997, approximately $34,929 was outstanding
on the lines of credit. At September 30, 1997, there were $30,986 of
fixed rate mortgage notes payable and $8,878 of variable rate mortgage
notes payable. As of September 30, 1997, the fixed rate mortgage notes
carried rates of interest ranging from 6.0% 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 nine months ended September 30, 1997, total interest
paid was $7,800 and total interest capitalized for construction costs
was $1,333.
6. Other Income
Other income for the three months ended September 30, 1997 and 1996
consisted primarily of revenue from the sale of locks and packaging
supplies, truck rentals, ground rents for billboards and cellular
towers and the proportionate share of earnings of Storage USA Franchise
Corp. ("Franchise"), an unconsolidated entity being accounted for under
the equity method. 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 Franchise. As a result, the Company's proportionate
share of management income of approximately $204 and $573 is included
in other income for the three months and nine months respectively ended
September 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.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
September 30, 1997
(thousands, except share and per share data)
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 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 September 30, 1997 to November 14, 1997, the Company completed the
acquisition of 48 self-storage facilities for approximately $100,300.
These acquisitions were financed through operating cash flows, the
issuance of Units, the exchange of common stock and borrowings under
the available lines of credit including a $75,000 bridge loan with
a commercial bank. The bridge loan matures in March 1998 and bears
interest at a spread over LIBOR. The Company has also entered into
various property acquisition contracts with an aggregate cost of
approximately $12,200. These acquisitions are subject to
customary conditions to closing, including satisfactory due diligence,
and should close during the fourth quarter. Should these contracts be
terminated, the costs incurred by the Company would not be material.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
September 30, 1997
(thousands, except share and per share data)
10. Legal Proceedings
The Company is the subject of a purported national class action filed
on September 25, 1997, in the Superior Court of the District Of
Columbia, Nelda Perkins v. Storage USA, Inc., Civil Action No.
97-CA97426, seeking recovery of certain late fees paid by Company
tenants since September 1993, treble damages, unspecified punitive
damages and an injunction against further assessment of similar fees.
The Company filed its initial response in the case, believes it has
defenses to the claims and intends to defend the suit vigorously. While
the ultimate resolution of this case cannot be currently determined,
management believes that the aggregate liability or loss, if any,
resulting from this claim will not have a material adverse effect on
its financial position.
<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 oversupply 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 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 pursuant to the Private Securities Litigation Reform Act of 1995
and, as such, speak only 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 principal
operating subsidiary of the REIT (the "Partnership").
Due to the substantial number of facilities acquired from September 30, 1996 to
September 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
<PAGE>
Results of Operations- Quarter Ended September 30, 1997 Compared to Quarter
Ended September 30, 1996.
In the third quarter of 1997, the Company reported growth in revenue, NOI and
net income, respectively, of $13.6 million, $10.0 million and $4.2 million over
the same quarter of 1996. Since September 30, 1996, the Company has acquired 92
facilities. These acquired facilities added 6.1 million square feet, bringing
the total square feet of the 304 facilities owned by the Company at September
30, 1997 to 20.4 million. For the third quarter of 1997, the 181 same store
facilities owned during the entire third quarter of 1996 provided 64% of the
Company's rental income. These same store facilities' rental income grew 6.4%
over third quarter 1996 results. The majority of this growth was provided by an
approximate 6.7% rate increase, which was offset by discounts, the timing of
rate increases, and, to a lesser extent, occupancy. At September 30, 1997, the
physical and economic occupancy and rent per square foot of the 199 comparable
facilities owned at September 30, 1996, was 88.4%, 82.2%, and $10.08,
respectively, while the figures as of September 30, 1996, were 89.9%, 83.9%, and
$9.40, respectively. The Company's portfolio of facilities as a whole had an
average occupancy at September 30, 1997, of 86.6% physical and 80.4% economic,
with an average rent per square foot of $9.91.
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 September 30,
1997. Management income for the quarter ended September 30, 1997 was $209
thousand, a $96 thousand increase over the same period in 1996. The increase is
due to the addition of 13 managed contracts over the past twelve months. Other
income primarily reflects sales of lock and packaging products, truck rentals,
and equity investment in an unconsolidated subsidiary (including management
income). Other income, net of management income, increased primarily due to two
factors; the increased profitability of Franchise, of which, net of management
contracts, the Company's proportionate share equaled $250 thousand, and the
increase in the number of properties owned, resulting in incremental growth in
the revenue from these ancillary services. To a lesser extent, increases in
rental income on cellular tower and billboard leases contributed to the increase
as well.
Cost of property operations and maintenance was $10.7 million for the quarter
ended September 30, 1997, representing a $2.8 million increase over the third
quarter of 1996. Cost of property operations and maintenance was 24.7% of
revenues for the quarter ended September 30, 1997, which is a decrease from the
26.6% of revenues for the quarter ended September 30, 1996. The decline as a
percentage of revenues is explained by same store revenues increasing 6.4% while
same store expenses only increased .5% as a result of the Company's cost control
policies.
<PAGE>
Tax expense increased from $2.4 million or 8.2% of revenues for the quarter
ended September 30, 1996, to $3.2 million or 7.5% of revenue for the quarter
ended September 30, 1997. The dollar growth is attributable to the 92 properties
acquired between September 30, 1996 and September 30, 1997. The decrease as a
percentage of revenues, is attributable to the acquisition of facilities in
areas with real estate taxes that are lower as a percentage of revenues than the
average for the Company and the exchange of several properties in high tax
areas.
General and administrative expense ("G&A") increased from $1.3 million or 4.5%
of revenues for the quarter ended September 30, 1996, to $1.8 million or 4.3% of
revenue for the quarter ended September 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.
Depreciation expense increased to $5.3 million for the quarter ended September
30, 1997 from $3.4 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 $237 million in depreciable assets since October 1,
1996.
Interest expense for the quarter ended September 30, 1997, was $4.8 million as
compared to $2.6 million for the comparable period in 1996. 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 $27.1 million under the
Company's lines of credit at a weighted average interest rate of 7.1% and $39.9
million in mortgages payable at a weighted average interest rate of 9.9%. In the
third quarter of 1996, the weighted average borrowings under the Company's lines
of credit were $144.7 million at a weighted average interest rate of 6.9%, $17.9
million in mortgages were outstanding at a weighted average interest rate of
8.7%, and there were no notes payable outstanding.
Interest income was $386 thousand for the quarter ended September 30, 1997 as
compared to $176 thousand for the quarter ended September 30, 1996. Interest
income represents earnings on overnight deposits, amounts outstanding under the
1995 Employee Stock Purchase and Loan Plan and loans to franchisees. The
increase in interest income was primarily due to interest earned on loans to
franchisees consummated during the past year.
Minority interest grew from $690 thousand for the quarter ended September 30,
1996 to $1.6 million for the quarter ended September 30, 1997 as the Company
issued approximately 1.4 million Partnership units in connection with the
acquisition of certain facilities from October 1, 1996 to September 30, 1997.
<PAGE>
Results of Operations- Nine months Ended September 30, 1997 Compared to Nine
months Ended September 30, 1996.
In the first nine months of 1997, the Company reported growth in revenue, NOI
and net income, respectively, of $40.4 million, $28.7 million and $16.6 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 September 30, 1997. Management income for the nine months ended
September 30, 1997 was $588 thousand, a $28 thousand increase over the same
period in 1996. The increase is due to the addition of 13 managed contracts over
the past twelve months, partially offset by the acquisition of 15 facilities in
June 1996 that were managed by the Company during the first six months of 1996.
Other income primarily reflects sales of lock and packaging products, truck
rentals, and equity investment in an unconsolidated subsidiary (including
management income). Other income, net of management 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 $28.4 million for the nine
months ended September 30, 1997, representing a $8.4 million increase over the
first nine months of 1996. Cost of property operations and maintenance was 24.6%
of revenues for the nine months ended September 30, 1997 and 26.5% for the nine
months ended September 30, 1996. The decline as a percentage of revenues is
explained by same store revenues increasing 5.6% while same store expenses
decreased 2.9% as a result of the Company's cost control policies.
Tax expense increased from $6.2 million or 8.2% of revenues for the nine months
ended September 30, 1996 to $9.4 million or 8.1% of revenue for the nine months
ended September 30, 1997. The slight decrease as a percentage of revenues, is
attributable to the acquisition of facilities in areas with real estate taxes
that are lower as a percentage of revenues than the average for the Company and
the exchange of several properties in high tax areas.
G&A increased from $3.1 million to $4.7 million for the first nine months of
1997 from the comparable nine months of 1996. As a percentage of revenues, this
category of expense decreased from 4.1% for the nine months ended September 30,
1996 to 4.0% for the nine months ended September 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 $14.0 million for the nine months ended
September 30, 1997 from $8.8 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 $237 million in depreciable assets
since October 1, 1996.
<PAGE>
Interest expense for the nine months ended September 30, 1997 was $ 11.6 million
as compared to $5.8 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 $37.1
million under the Company's lines of credit at a weighted average interest rate
of 7.1% and $39.9 million in mortgages payable at a weighted average interest
rate of 9.9%.
Interest income was $880 thousand for the nine months ended September 30, 1997
as compared to $506 thousand for the nine months ended September 30, 1996.
Interest income represents earnings on overnight deposits, amounts outstanding
under the 1995 Employee Stock Purchase and Loan Plan and loans to franchisees.
The increase in interest income was primarily due to interest earned on loans to
franchisees consummated during the past year.
The Company recognized a gain on the exchange of self-storage facilities during
the first nine months 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 $1.9 million for the nine months ended September 30,
1996 to $4.1 million for the nine months ended September 30, 1997, as the
Company issued approximately 1.4 million Partnership units in connection with
the acquisition of certain facilities from October 1, 1996 to September 30,
1997.
Liquidity and Capital Resources
Cash provided from operating activities grew to $43.4 million for the nine
months ended September 30, 1997 from $40.6 million for the nine months ended
September 30, 1996. This increase is primarily a result of the Company's net
income growing $16.6 million or 55%, over the same nine 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. The increase in net
income was partially offset by an increase in other assets. Other assets
increased primarily due to investments in and loans to franchisees.
<PAGE>
During the first nine months of 1997, the Company acquired 65 facilities
totaling of 4.3 million square feet at an aggregate cost of $206.9 million,
which includes the issuance of 827 thousand Partnership Units ("Units") valued
at $30.9 million, and the assumption of $4.9 million in mortgages. During the
first nine months of 1997 the Company has placed in service three development
properties totaling 172 thousand square feet with a total cost of $8.6 million
and six expansion properties totaling 99 thousand square feet with a total cost
of $4.4 million. The Company is in the process of developing 18 new facilities,
with expected costs totaling $65.6 million and completion dates anticipated to
range from the fourth quarter of 1997 through the second quarter of 1999.
Expansions are under way for 18 existing facilities with planned completion
dates ranging from the fourth quarter of 1997 to the third quarter of 1998.
Estimated costs of the 18 expansions under way are $16.3 million. Development
properties placed in service are anticipated to be dilutive to earnings in the
first 18 to 24 months after opening.
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 $150
million of unsecured, nonconvertible debt securities were issuable under the
Partnership's existing shelf registration statement.
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 September 30, 1997, the Company had the above-mentioned notes
payable, $100 million of 7.125% senior unsecured notes payable, $34.9 million in
borrowings outstanding on its lines of credit, $31.0 million of fixed rate
mortgage notes payable, and $8.9 million of variable rate mortgage notes
payable. As of September 30, 1997, the fixed rate mortgage notes carried rates
of interest ranging from 6.0% 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%. The Company had $70.5 million of
unused borrowing capacity under its lines of credit at September 30, 1997.
During the nine month period ended September 30, 1997, the Company issued
approximately 827,000 Units valued at approximately $30.9 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.
<PAGE>
As of September 30, 1997, there were approximately 2,731,000 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 September 30, 1997, 1,289,000 Units had been outstanding for one year or
more. 82,000 of these 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 September 30, 1997 through November 14, 1997, the Company has completed the
acquisition of 48 self-storage facilities for approximately $100.3 million.
These acquisitions were financed through operating cash flows, the issuance of
Units, the exchange of common stock and borrowings under the available lines of
credit including a $75 million bridge loan with a commercial bank. The bridge
loan matures in March 1998 and bears interest at a spread over LIBOR.
The Company has entered into various property acquisition contracts for
facilities with an aggregate cost of approximately $12.2 million. These
acquisitions are subject to customary conditions to closing, including
satisfactory due diligence, and should close during the fourth quarter. Should
these contracts be terminated, the costs incurred by the Company would be
immaterial.
The Company has incurred approximately $2.1 million for regularly scheduled
maintenance and repairs during the nine months ended September 30, 1997. For the
year, the Company expects to incur approximately $3.2 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.
<PAGE>
The following table illustrates the components of the Company's FFO for the
three months and nine months ended September 30, 1997 and September 30, 1996.
Storage USA, Inc.
FFO Under Revised Computation
For the Quarter Ended 9/30/97
(In thousands except for per share data)
<TABLE>
<CAPTION>
Three Months Three Months Year to Date Year to Date
ended ended ended ended
September 30, September 30, September 30, September 30,
1997 1996 1997 1996
--------------------------------------------------------------------------
<S> <C>
Net Income $ 15,894 $ 11,650 $ 46,790 $ 30,181
Gain on Sale of Assets - (288) (2,569) (288)
Depreciation of revenue producing assets 5,095 3,224 13,328 8,235
Amortization of non compete - - - 83
Amortization of lease guarantees - 2 - 70
----------------------------------- ------------------------------------
Consolidated FFO 20,989 14,588 57,549 38,281
MI Share of Gain on Sale of Asset - 14 198 16
MI share of depreciation & amortization (448) (158) (1,028) (467)
----------------------------------- ------------------------------------
FFO available to shareholders $ 20,541 $ 14,444 $ 56,719 $ 37,830
=================================== ====================================
</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, 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 REIT's FFO.
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.
<PAGE>
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 September 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 September 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.
Legal Proceedings
The Company is the subject of a purported national class action filed on
September 25, 1997, in the Superior Court of the District Of Columbia, Nelda
Perkins v. Storage USA, Inc., Civil Action No. 97-CA97426, seeking recovery of
certain late fees paid by Company tenants since September 1993, treble damages,
unspecified punitive damages and an injunction against further assessment of
similar fees. The Company filed its initial response in the case, believes it
has defenses to the claims and intends to defend the suit vigorously. While the
ultimate resolution of this case cannot be currently determined, management
believes that the aggregate liability or loss, if any, resulting from this claim
will not have a material adverse effect on its financial position.
<PAGE>
Part II- OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
During the nine months ended September 30, 1997, the Company has issued
units of limited partnership interest in SUSA Partnership, L.P. ("Units") in
exchange for interest in self-storage facilities. The date, amount and value of
the issuances are summarized in the following table:
Date of Units Approximate
Issuance Issued Value
- --------------------------------------------------------
May 15, 1997 47,470 $ 1,800,000
May 30, 1997 479,795 $ 18,300,000
July 17, 1997 8,583 $ 9,800,000
July 21, 1997 253,418 $ 1,000,000
August 8, 1997 25,129 $ 279,000
----------------------------------
Total 814,395 $ 31,179,000
The Units were issued in private placements exempt from registration pursuant to
Section 4(2) of the Securities Act of 1933 to various owners of self-storage
facilities. 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 Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 6. Exhibits and Reports on Form 8-K.
a. Exhibit 27 - Financial Data Schedule
Reports on Form 8-K
On September 17, 1997, the Company filed a Current Report on
Form 8-K reporting the acquisition of 9 self-storage
facilities.
<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: November 14, 1997
Storage USA, Inc.
By: /s/ Dennis A. Reeve
----------------------------
Dennis A. Reeve
Chief Financial Officer
(Principal Financial and Accounting
Officer)
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
registrant's unaudited consolidated financial statements as of September 30,
1997, and the nine 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> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 4,103
<SECURITIES> 0
<RECEIVABLES> 41,450
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 45,553
<PP&E> 1,065,683
<DEPRECIATION> 39,380
<TOTAL-ASSETS> 1,071,856
<CURRENT-LIABILITIES> 128,458
<BONDS> 274,793
0
0
<COMMON> 274
<OTHER-SE> 668,331
<TOTAL-LIABILITY-AND-EQUITY> 1,071,856
<SALES> 113,267
<TOTAL-REVENUES> 115,480
<CGS> 0
<TOTAL-COSTS> 56,420
<OTHER-EXPENSES> 666<F1>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 11,604
<INCOME-PRETAX> 46,790
<INCOME-TAX> 0
<INCOME-CONTINUING> 46,790
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 46,790
<EPS-PRIMARY> 1.76
<EPS-DILUTED> 1.76
<FN>
<F1>Included in other expenses are minority interest expense, gain on exchange of
of self-storage facilities and interest income.
</FN>
</TABLE>
