<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(b)
of The Securities Exchange Act of 1934
Date of Report: October 14, 1997
(Date of earliest event reported: September 30, 1997)
STORAGE TRUST REALTY
(Exact name of registrant as specified in its charter)
Maryland 1-13462 43-1689825
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2407 Rangeline Street
Columbia, Missouri 65202
(Address and zip code of principal executive offices)
Registrant's telephone number, including area code:(573)499-4799
Not Applicable
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5: ACQUISITION OF FACILITIES
During the period from May 21, 1997 to September 30, 1997,
Storage Trust Realty (the "Company") has completed the
acquisition of nine self-storage facilities through Storage Trust
Properties L.P. (the "Operating Partnership"), a limited
partnership controlled by the Company as its sole general partner
and in which the Company holds a 93.74% ownership interest as of
September 30, 1997. These facilities, totaling approximately
507,000 net rentable square feet, are located in five states, and
were purchased for approximately $27,378,000.
All of the facilities were acquired in arms-length transactions
and there are no material relationships, except as described
below, between any of the sellers and the Company, the Operating
Partnership, any other affiliate of the Company, any trustee or
officer of the Company or any associate of any trustee or officer
of the Company. Storage Realty Management Co., an affiliate of
the Company, managed the Guardian Self Storage facility in
Durham, North Carolina from November 1994 until the date of the
acquisition.
Management of the Company determined the purchase price through
arms-length negotiations, after taking into consideration such
factors as the geographic location of the properties,
demographics of the market areas, age and condition of the
facilities, the projected amounts of maintenance costs and
capital improvements, the current revenues of the facilities,
comparable facilities competing in the applicable markets, rental
rates and occupancy levels for the facilities and competing
facilities, and the estimated amount of taxes, utility costs,
personnel costs, and other anticipated expenses.
Each of the facilities, except the Ferguson Shopping Center, has
been used by the sellers as a self-storage facility prior to
their acquisition by the Company, and the Company intends to
continue the use of all of those facilities for that purpose.
The Ferguson Shopping Center is a small neighborhood shopping
center located in front of one of the Company's facilities and
the Company intends to continue to operate this facility as a
neighborhood shopping center.
<PAGE>
These properties were acquired as follows:
- five for cash, and
- four for a combination of cash and the tax-free
exchange, through an intermediary, of eight of the
Company's facilities (three in Gulfport, MS; two
in Knoxville, TN; and one each in Fayetteville,
NC; Wilmington, NC; and Odessa, TX)
The cash for the acquisitions was provided from funds
available under the Company's $100 million revolving line of
credit with BankBoston, N.A. (formerly The First National
Bank of Boston) and other lenders.
<PAGE>
The following tables provide certain information concerning
the facilities acquired:
TABLE I
<TABLE>
<CAPTION>
Date of
Facility and Location Seller(s) Acquisition
<S> <S> <C>
Ferguson Shopping Center
9100 West Florissant Avenue Nooney
Ferguson, MO Properties, Inc. June 15,1997
Stor-It
Westheimer Road Westheimer Mini
Houston, TX Storage, Inc. June 24,1997
Store-N-Lok
Astrozon Court
Colorado Springs, CO C.S. Associates June 25,1997
Granbury Road Self Storage Granbury Road
Granbury Road Security
Fort Worth, TX Self Storage, LLC July 23,1997
Stor-It
4341 Southwest Freeway Southwest Freeway
Houston, TX Self-Storage, Inc. July 24,1997
Guardian Self Storage
East Club Boulevard Guardian
Durham, NC Group One August 22,1997
American Home Self Storage
3540 Inwood Road American Home Self
Dallas, TX Storage I, Ltd. Sept. 25,1997
Sunbelt Self Storage
East Loop 820 Sunbelt Self
Fort Worth, TX Storage IV, Ltd. Sept. 26,1997
Morse Road Mini Storage
2715 Morse Road Morse Road
Columbus, OH Storage Properties Sept. 30,1997
</TABLE>
<PAGE>
TABLE II
<TABLE>
<CAPTION>
Net Percentage
Rentable Occupancy[4]
Purchase Square # of at Date of
Facility and Location Price Footage Units Acquisition
<S> <C> <C> <C> <C>
Ferguson Shopping Center
9100 West Florissant Ave.
Florissant, MO $ 550,000 [1] 13,200 10 90%
Stor-It
Westheimer Road
Houston, TX $ 3,080,000 [1] 53,000 540 66%
Store-N-Lok
Astrozon Court
Colorado Springs, CO $ 1,928,000 [1] 74,521 567 82%
Granbury Road Self Storage
Granbury Road
Fort Worth, TX $ 2,160,000 [2] 49,125 362 56%
Stor-It
4341 Southwest Freeway
Houston, TX $ 6,320,000 [2] 79,220 [3] 697 86%
Guardian Self Storage
East Club Boulevard
Durham, NC $ 2,650,000 [2] 50,450 456 96%
American Home Self Storage
3540 Inwood Road
Dallas, TX $ 5,300,000 [1] 71,665 662 57%
Sunbelt Self Storage
East Loop 820
Fort Worth, TX $ 1,840,000 [2] 47,550 468 97%
Morse Road Mini Storage
2715 Morse Road
Columbus, OH $ 3,550,000 [1] 68,104 701 81%
Totals or Average $27,378,000 506,835 4,463 78%
</TABLE>
<PAGE>
Notes to TABLE II:
[1] Acquired for cash.
[2] Acquired for cash of $1,805,000 and the exchange, through a
third-party, of eight of the Company's facilities valued at
$11,165,000.
The following table provides certain additional information
concerning the Company's facilities exchanged with
Acquiport/Amsdell II Limited Partnership on July 22, 1997.
<TABLE>
<CAPTION>
Percentage
Occupancy[4]
Sales Square # of at Date of
Facility and Location Price Footage Units Exchange
<S> <C> <C> <C> <C>
Middlebrook Pike
Knoxville, TN $ 1,213,000 29,752 302 96%
Kingston Pike
Knoxville, TN $ 1,425,000 38,850 360 94%
Skibo Road
Fayetteville, NC $ 1,903,000 41,600 364 86%
Shipyard Boulevard
Wilmington, NC $ 1,478,000 41,092 365 73%
West 42nd Avenue
Odessa, TX $ 1,025,000 37,116 345 80%
Highway 49 North
Gulfport, MS $ 1,423,000 64,570 475 83%
Pass Road
Gulfport, MS $ 1,566,000 55,070 437 79%
Highway 90
Gautier, MS $ 1,132,000 36,150 348 90%
Totals or Average $11,165,000 344,200 2,996 84%
</TABLE>
[3] Purchase includes vacant ground for future development of
approximately 30,000 net rentable square feet.
[4] Determined by dividing net rentable square footage occupied by
total net rentable square footage.
<PAGE>
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS APPLICABLE TO REPORTED FACILITIES
Report of Independent Auditors
Reported Facilities' Historical Summaries of Combined
Gross Revenues and Direct Operating Expenses for the
Six Months Ended June 30, 1997 (Unaudited) and for the
Fiscal Period Ended December 31, 1996.
Notes to Historical Summaries of Combined Gross Revenues
and Direct Operating Expenses.
PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
Pro Forma Consolidated Balance Sheet as of June 30, 1997
(Unaudited).
Pro Forma Consolidated Statement of Operations for the
Six Months Ended June 30, 1997 (Unaudited).
Pro Forma Consolidated Statement of Operations for the
Year Ended December 31, 1996 (Unaudited).
Notes to Pro Forma Consolidated Financial Statements
(Unaudited).
(c) EXHIBITS
See Index to Exhibits, which is hereby incorporated by
reference herein.
<PAGE>
REPORT OF INDEPENDENT AUDITORS
To the Board of Trustees of
Storage Trust Realty
We have audited the accompanying Historical Summaries of Combined
Gross Revenues and Direct Operating Expenses (the "Historical
Summaries") for certain self-storage facilities as described in
Note 1 to the Historical Summaries (the "Reported Facilities")
for the fiscal period ended December 31, 1996. These Historical
Summaries are the responsibility of management of the Reported
Facilities. Our responsibility is to express an opinion on these
Historical Summaries based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether
the Historical Summaries are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the Historical Summaries. An
audit also includes assessing the accounting principles used and
the significant estimates made by management, as well as
evaluating the overall presentation of the Historical Summaries.
We believe that our audits provide a reasonable basis for our
opinion.
The accompanying Historical Summaries were prepared for the
purpose of complying with the Rules and Regulations of the
Securities and Exchange Commission (for inclusion on Form 8-K of
Storage Trust Realty) as described in Note 2 to the Historical
Summaries, and are not intended to be a complete presentation of
the Reported Facilities' revenues and expenses.
In our opinion, such Historical Summaries present fairly, in all
material respects, the combined gross revenues and direct
operating expenses of the Reported Facilities for the fiscal
period ended December 31, 1996 as described in Note 1 to the
Historical Summaries, in conformity with generally accepted
accounting principles.
ERNST & YOUNG LLP
Chicago, Illinois
September 30, 1997
<PAGE>
STORAGE TRUST REALTY
REPORTED FACILITIES
HISTORICAL SUMMARIES OF COMBINED GROSS
REVENUES AND DIRECT OPERATING EXPENSES
(amounts in thousands)
<TABLE>
<CAPTION>
Six Months Fiscal Period
Ended Ended
June 30, December 31,
1997 1996
(Unaudited)
<S> <C> <C>
Gross revenues:
Rental income $ 1,125 $ 1,756
Other income 53 26
Total gross revenues 1,178 1,782
Direct operating expenses:
Property operations 354 649
Real estate taxes 129 194
Total direct operating expenses 483 843
Gross revenues in excess of direct
operating expenses $ 695 $ 939
</TABLE>
The accompanying notes are an integral part of these Historical
Summaries.
<PAGE>
STORAGE TRUST REALTY
REPORTED FACILITIES
NOTES TO HISTORICAL SUMMARIES OF COMBINED
GROSS REVENUES AND DIRECT OPERATING EXPENSES
NOTE 1. BUSINESS
The Historical Summaries of Combined Gross Revenues and Direct
Operating Expenses (the "Historical Summaries") include the
operations of the self-storage facilities (the "Reported
Facilities") which were acquired by Storage Trust Properties,
L.P. (the "Operating Partnership") from unaffiliated parties
during the period from May 21, 1997 to September 30, 1997. The
general partner of the Operating Partnership is Storage Trust
Realty (the "Company"). The Reported Facilities consist of the
following six self-storage facilities:
<TABLE>
Facility Location Acquisition Date
<S> <C> <C>
Stor-It (Westheimer Road) Houston, TX June 24, 1997
Stor-All Colo. Springs, CO June 25, 1997
Stor-It (Southwest Freeway) Houston, TX July 24, 1997
American Home Self Storage Dallas, TX Sept. 25, 1997
Sunbelt Self Storage Fort Worth, TX Sept. 26, 1997
Morse Road Columbus, OH Sept. 30, 1997
</TABLE>
The Stor-It (Westheimer Road) facility commenced operations
during April 1996. The Stor-It (Southwest Freeway) facility
opened a significant expansion area in June 1996. The American
Home Self Storage facility commenced operations during September
1996.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Historical Summaries have been prepared pursuant to the Rules
and Regulations of the Securities and Exchange Commission for
real estate operations to be acquired. The Historical Summaries
are not representative of the actual operations for the periods
presented, as certain expenses which may not be comparable to the
expenses expected to be incurred by the Company in the proposed
future operations of the Reported Facilities have been excluded.
<PAGE>
STORAGE TRUST REALTY
REPORTED FACILITIES
NOTES TO HISTORICAL SUMMARIES OF COMBINED
GROSS REVENUES AND DIRECT OPERATING EXPENSES
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Basis of Presentation (continued)
Expenses excluded consist of management fees, interest,
depreciation and amortization, professional fees and other
indirect costs not directly related to the future operations of
the Reported Facilities.
Rental income is recognized when due from occupants. Expenses
are recognized on the accrual basis.
Factors considered by management of the Company in assessing
these acquisitions included geographic locations of the
facilities, demographics of the market areas, rental rates and
occupancy levels, competition, expenses such as maintenance and
real estate taxes and projected capital expenditures. After a
review of these factors and others, the Company is not aware of
any material items relating to these facilities that would cause
the reported financial information not to be representative of
future operating results.
Use of Estimates
The preparation of the Historical Summaries in conformity with
generally accepted accounting principles requires management to
make certain estimates and assumptions that affect the reported
amounts of revenue and expenses during the reporting period.
Actual results could differ from these estimates.
NOTE 3. INTERIM PERIOD
The unaudited Historical Summaries for the six months ended June
30, 1997 have been prepared in accordance with generally accepted
accounting principles for interim financial information. In the
opinion of management, all adjustments of a normal recurring
nature considered necessary for a fair presentation have been
included. Operating results for the six months ended June 30,
1997 are not necessarily indicative of future operating results.
<PAGE>
STORAGE TRUST REALTY
PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
The following unaudited Pro Forma Consolidated Balance Sheet as
of June 30, 1997 and unaudited Pro Forma Consolidated Statements
of Operations for the six months ended June 30, 1997 and for the
year ended December 31, 1996 have been prepared to reflect the
acquisition of nine self-storage facilities during the period
from May 21, 1997 to September 30, 1997 (the "Acquired
Facilities") and the other adjustments described in the
accompanying notes. The pro forma consolidated financial
information is based on the historical consolidated financial
statements and other financial information in the Company's Form
10-Q for the period ended June 30, 1997 and the 1996 Annual
Report to Shareholders, and should be read in conjunction with
those financial statements and the notes thereto.
The Pro Forma Consolidated Balance Sheet was prepared as if the
six Acquired Facilities that were acquired during the third
quarter of 1997 were purchased on June 30, 1997.
The Pro Forma Consolidated Statements of Operations were prepared
as if (a) the Acquired Facilities were purchased on January 1,
1996 or the date operations commenced, whichever was later, (b)
other facilities acquired during 1996 and 1997 (see Notes 3 and 4
in the Notes to Pro Forma Consolidated Financial Statements) were
purchased on January 1, 1996, (c) the Company completed the
offering of 4,140,000 Common Shares, which occurred in July 1996,
(the "1996 Share Offering") on January 1, 1996, and (d) the
Company completed the funding of $100 million of unsecured Senior
Notes on January 1, 1996.
The pro forma consolidated financial information is not
necessarily indicative of the financial position or results of
operations which actually would have occurred if such
transactions had been consummated on the dates described, nor
does it purport to represent the Company's future financial
position or results of operations.
Net income decreased for the pro forma year ended December 31,
1996 and for the pro forma six months ended June 30, 1997 as
compared to the actual results for these time periods due
primarily to the fact that (a) the operations of five facilities
acquired during 1997 were in their initial lease-up period and
(b) one facility acquired during 1997 was undergoing a
significant expansion that opened in June 1996.
<PAGE>
STORAGE TRUST REALTY
PRO FORMA CONSOLIDATED BALANCE SHEET
JUNE 30, 1997
(amounts in thousands)
(unaudited)
<TABLE>
<CAPTION>
Storage Storage
Trust Trust
Realty Pro Forma Realty
Historical Adjustments Pro Forma
(Note 1) (Note 2)
<S> <C> <C> <C>
ASSETS
Investment in storage
facilities, net $353,098 $ 10,965 (a) $364,063
Cash and cash equivalents 5,683 - 5,683
Accounts receivable and
other assets 1,772 - 1,772
Deferred financing costs, net 1,220 - 1,220
Investment in joint ventures 236 - 236
Total assets $362,009 $ 10,965 $372,974
LIABILITIES AND EQUITY
Liabilities:
Mortgage and notes payable:
Revolving line of credit $ 13,900 $ 10,965 (a) $ 24,865
Senior Notes 100,000 - 100,000
Other - -
- -
Total 113,900 10,965 124,865
Accounts payable and
accrued expenses 5,423 - 5,423
Accrued interest payable 2,944 - 2,944
Tenant prepayments 2,921 - 2,921
Dividends and
distributions payable 5,985 - 5,985
Total liabilities 131,173 10,965 142,138
Minority interest 16,131 - 16,131
Shareholders' equity:
Common shares 129 - 129
Additional paid-in capital 220,531 - 220,531
Distributions in excess of
net income (5,955) -
(5,955)
Total shareholder's equity 214,705 - 214,705
Total liabilities and
shareholders' equity $362,009 $ 10,965 $372,974
The accompanying notes are an integral part of these statements.
<PAGE>
STORAGE TRUST REALTY
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1997
(amounts in thousands, except per share data)
(unaudited)
Storage Storage
Trust Other Trust
Realty 1997 Reported Pro Forma Realty
Historical Acquisitions Facilities Adjustments Pro Forma
(Note 1) (Note 3) (Note 5) (Note 6)
Revenues:
Rental income $27,147 $ 1,629 $ 1,125 $ (464)(a)(b)$29,437
Management income 112 - - - 112
Equity in earnings
of joint ventures 39 - - - 39
Other income 550 27 53 (37)(a)(b) 593
(c)
Total revenues 27,848 1,656 1,178 (501) 30,181
Expenses:
Property operations 5,738 469 354 (146)(a)(b) 6,415
Real estate taxes 2,427 285 129 (38)(a)(b) 2,803
General and admin. 1,424 - - - 1,424
Interest 3,400 827 - 598 (d) 4,856
31 (e)
Depreciation 4,325 288 - 221 (a)(f) 4,834
Amortization 305 - - 8 (g) 313
Total
expenses 17,619 1,869 483 674 20,645
Net income before
minority interest 10,229 (213) 695 (1,175) 9,536
Minority interest (653) 17 - 28 (h) (608)
Net income $ 9,576 $ (196) $ 695 $(1,147) $ 8,928
Net income per share $ 0.74 $ 0.69
Weighted-average
numberof shares
outstanding 2,897,195 12,897,195
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
STORAGE TRUST REALTY
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(amounts in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
Storage Storage
Trust Trust
Realty 1996 Other 1997 Reported Pro Forma Realty
Historical Acquisitions Acquisitions Facilities Adjustments Pro Forma
(Note 1) (Note 4) (Note 3) (Note 5) (Note 6)
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Rental
income $42,499 $ 7,623 $ 6,606 $ 1,756 $(1,134)(i)(j) $57,350
Management
income 168 (23) - - - 145
Equity in
earnings of
joint
ventures 100 (30) - - - 70
Other
income 675 35 89 26 (3)(i)(j) 822
Total
revenues43,442 7,605 6,695 1,782 (1,137) 58,387
Expenses:
Property
operation 9,541 1,654 1,810 649 (289)(i)(j) 13,365
Real estate
taxes 3,710 696 993 194 (85)(i)(j) 5,508
General and
admin. 2,549 45 - - - 2,594
Interest 4,190 3,494 3,277 - 828 (k) 9,362
535 (l)
(2,962)(m)
Deprec-
iation 6,102 1,109 1,004 - 155 (i)(n) 8,370
Amort-
ization 463 - - - 177 (o) 640
Total
expenses 26,555 6,998 7,084 843 (1,641) 39,839
Net income
before minority
interest 16,887 607 (389) 939 504 18,548
Minority
interest(1,091) (261) 227 - (92)(p) (1,217)
Net
income $15,796 $ 346 $ (162) $ 939 $ 412 $17,331
Net income
per shar$ 1.46 $ 1.35
Weighted-average number
of shares
out-
standing 10,803,871 12,874,932
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
STORAGE TRUST REALTY
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
NOTE 1. STORAGE TRUST REALTY - HISTORICAL
The consolidated balance sheet as of June 30, 1997 and the
consolidated statements of operations for the six months ended
June 30, 1997 and for the year ended December 31, 1996 include
the accounts of Storage Trust Realty (the "Company"), Storage
Trust Properties, L.P. (the "Operating Partnership") and Storage
Realty Management Co.
NOTE 2. PRO FORMA ADJUSTMENTS - CONSOLIDATED BALANCE SHEET
Pro forma adjustments are as follows:
Record the acquisition of six of the nine Acquired
Properties from unrelated parties that were completed
after June 30, 1997 for an aggregate purchase price of
$21,820,000 and estimated closing costs of $310,000.
The acquisitions were financed through (i) draws on the
Company's revolving line of credit and (ii) the
exchange of eight of the Company's facilities with a
net book value at $10,542,000.
NOTE 3. OTHER 1997 ACQUISITIONS
These amounts reflect the net operations of 23 other facilities
acquired and eight facilities exchanged during the period from
January 1, 1997 to May 20, 1997 (date of last Form 8-K filed) as
if they were acquired on January 1, 1996.
NOTE 4. 1996 ACQUISITIONS
These amounts reflect the net operations of 46 other facilities
acquired and two facilities exchanged in 1996 as if they were
acquired or exchanged on January 1, 1996.
<PAGE>
STORAGE TRUST REALTY
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
NOTE 5. REPORTED FACILITIES
These amounts include the combined gross revenue and direct
operating expenses for six of the nine Acquired Facilities (the
"Reported Facilities") for the six months ended June 30, 1997 and
for the fiscal period ended December 31, 1996. The Historical
Summaries of Combined Gross Revenue and Direct Operating Expenses
(the "Historical Summaries") for the Reported Facilities are
included elsewhere herein.
NOTE 6. PRO FORMA ADJUSTMENTS - CONSOLIDATED
STATEMENTS OF OPERATIONS
The pro forma adjustments are as follows:
<TABLE>
<CAPTION>
Six Months Ended
June 30, 1997
<S> <C>
(a) Remove operations of the facilities exchanged:
Rental income $ (835)
Other income $ (2)
Property operations $ (194)
Real estate taxes $ (72)
Depreciation $ (124)
Record operations of three other Acquired
Facilities not included in the Historical Summaries:
Rental income $ 371
Other income $ 5
Property operations $ 48
Real estate taxes $ 34
(c) Remove interest income from the temporary
investment of excess funds from the
$75,000,000 funded under the Senior Notes
on January 22, 1997. $ (40)
(d) Record interest expense on the net funds
disbursed for the acquisition of the Acquired
Facilities ($16,649,000 at 7.2500%) $ 598
(e) Record net interest adjustment due to funding
of Senior Notes $ 31
</TABLE>
<PAGE>
STORAGE TRUST REALTY
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
NOTE 6. PRO FORMA ADJUSTMENTS - CONSOLIDATED STATEMENTS OF
OPERATIONS (continued)
<TABLE>
<CAPTION>
Six Months Ended
June 30, 1997
<C> <C>
(f) Record additional depreciation expense related to
the Acquired Facilities [based on (i) a 40-year
depreciable life and $20,185,000 allocated to
buildings and (ii) a ten-year depreciable life and
$2,088,000 allocated to furniture and equipment] $ 345
(g) Record amortization of deferred costs related
to the issuance of the Senior Notes over the
weighted-average term of the Senior Notes. $ 8
(h) Adjust minority interest based on adjustments
to net income of the Operating Partnership. $ 28
</TABLE>
<TABLE>
<CAPTION>
Year Ended
December 31, 1996
<S> <C>
(i) Remove operations of the facilities exchanged:
Rental income $(1,681)
Other income $ (7)
Property operations $ (374)
Real estate taxes $ (134)
Depreciation $ (249)
Record operations of three other Acquired
Facilities not included in the Historical Summaries:
Rental income $ 547
Other income $ 4
Property operations $ 85
Real estate taxes $ 49
</TABLE>
<PAGE>
STORAGE TRUST REALTY
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
NOTE 6. PRO FORMA ADJUSTMENTS - CONSOLIDATED STATEMENTS OF
OPERATIONS (continued)
<TABLE>
<CAPTION>
Year Ended
December 31, 1996
<S> <C>
(k) Record interest expense on the net funds
disbursed for the acquisition of the Acquired
Facilities ($16,649,000 at 7.2839%), adjusted
for those Acquired Facilities that commenced
operations in 1996. $ 828
(l) Record net interest adjustment due to funding
of Senior Notes $ 535
(m) Record reduction in interest expense from use
of net proceeds of the 1996 Share Offering
($78,894,000 at 7.3375% for 183 days and
$10,230,000 at 7.25% for 9 days) $(2,962)
(n) Record additional depreciation expense related
to the Acquired Facilities [based on (i) a
40-year depreciable life and $20,185,000
allocated to buildings and (ii) a ten-year
depreciable life and $2,088,000 allocated to
furniture, fixtures and equipment], adjusted
for those Acquired Facilities that commenced
operations in 1996 $ 404
(o) Record amortization of deferred costs related
to the issuance of the Senior Notes over the
weighted-average term of the Senior Notes. $ 177
(p) Adjust minority interest based on adjustments
to net income of the Operating Partnership and
the issuance of Common Shares. $ (92)
</TABLE>
<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.
STORAGE TRUST REALTY
October 14, 1997 /s/ Michael G. Burnam
(Date) Michael G. Burnam
Chief Executive Officer
October 14, 1997 /s/ Stephen M. Dulle
(Date) Stephen M. Dulle
Chief Financial Officer
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Document Description
23.1 Consent of Ernst & Young LLP.
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statements (Form S-3 No. 333-15765 and Form S-8 No. 333-15763) of
Storage Trust Realty of our report dated September 30, 1997, with
respect to the Historical Summaries of Combined Gross Revenue and
Direct Operating Expenses included in the Current Report on Form 8-K
of Storage Trust Realty dated October 14, 1997, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Chicago, Illinois
October 14, 1997
