<PAGE>
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 quarterly period ended March 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 1-13462
STORAGE TRUST REALTY
(Exact name of Registrant as specified in its Charter)
MARYLAND 43-1689825
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
2407 RANGELINE STREET
COLUMBIA, MISSOURI 65202
(Address of principal executive offices) (Zip Code)
(573)499-4799
(Registrant s telephone number, including area code)
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. Yes X No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
15,457,759 common shares of Beneficial Interest, $.01 par value as of April
30, 1998.
<PAGE>
STORAGE TRUST REALTY
CONSOLIDATED BALANCE SHEET
AS OF MARCH 31, 1998 AND DECEMBER 31, 1997
(amounts in thousands, except for share information)
<TABLE>
<CAPTION>
March 31, Dec. 31,
1998 1997
ASSETS (unaudited)
<S> <C> <C>
Investment in self-storage stores, net $ 477,915 $ 386,574
Cash and cash equivalents 2,597 4,909
Accounts receivable, earnest deposits
and other assets 7,396 5,201
Notes receivable 2,757 2,376
Deferred financing costs, net of
amortization of $243 and $1,085 1,426 951
Investments in joint ventures 303 284
Total assets $ 492,394 $ 400,295
LIABILITIES AND EQUITY
Liabilities:
Mortgages and notes payable:
Revolving line of credit $ 78,420 $ -
Senior Notes 100,000 100,000
Accounts payable and accrued expenses 5,629 5,087
Accrued interest payable 1,852 3,457
Tenant prepayments 3,863 3,242
Dividends and distributions payable 7,588 -
Total liabilities 197,352 111,786
Minority interest 23,712 15,905
Shareholders equity:
Common shares, $.01 par value,
150,000,000 shares authorized,
15,457,759 and 15,446,125 shares
issued and outstanding, respectively 156 155
Additional paid-in capital 280,515 280,324
Distributions in excess of net income (9,341) (7,875)
Total shareholders equity 271,330 272,604
Total liabilities and shareholders
equity $ 492,394 $ 400,295
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
STORAGE TRUST REALTY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
(amounts in thousands, except for share information)
(unaudited)
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
Revenues:
Rental income $ 16,849 $ 12,872
Management income 57 64
Equity in earnings of joint ventures 24 15
Product sales and other income 486 227
Total revenues 17,416 13,178
Expenses:
Property operations 3,458 2,716
Real estate taxes 1,664 1,050
General and administrative 858 692
Interest 2,353 1,417
Depreciation 2,977 2,327
Amortization 87 152
Total expenses 11,397 8,354
Net income before minority interest 6,019 4,824
Minority interest (374) (324)
Net income $ 5,645 $ 4,500
Net income per share:
Basic $ 0.37 $ 0.35
Diluted $ 0.36 $ 0.35
Weighted-average number of shares
outstanding during the period 15,449,030 12,886,237
Dividends declared per share
during the period $ 0.460 $ 0.435
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
STORAGE TRUST REALTY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
(amounts in thousands)
(unaudited)
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
Cash flows from operating activities:
Net income $ 5,645 $ 4,500
Adjustments to reconcile net income to
net cash provided by operating
activities:
Depreciation and amortization 3,064 2,479
Equity in earnings of joint ventures (24) (15)
Distributions from joint ventures 5 -
Minority interest 374 324
Other changes in assets and liabilities (440) 641
Net cash provided by operating activities 8,624 7,929
Cash flows from investing activities:
Acquisition of self-storage stores (46,132) (26,434)
Other additions to self-storage stores (4,920) (633)
Earnest money deposits for acquisitions (2,233) 25
Funding of notes receivable (381) -
Net cash used in investing activities (53,666) (27,042)
Cash flows from financing activities:
Borrowings on revolving line of credit 79,420 25,250
Payments on revolving line of credit (1,000) (70,273)
Principal payments on other notes payable (35,151) (4,226)
Funding of Senior Notes - 75,000
Financing costs paid (562) (721)
Distributions to minority interests paid - (373)
Dividends paid - (5,601)
Other issuances of Common Shares 23 75
Net cash provided by financing activities 42,730 19,131
Net change in cash and cash equivalents (2,312) 18
Cash and cash equivalents at beginning
of period 4,909 2,317
Cash and cash equivalents at end of period $ 2,597 $ 2,335
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
STORAGE TRUST REALTY
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
(amounts in thousands)
(unaudited)
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
Other changes in assets and liabilities:
Accounts receivable and other assets $ 3 $ 97
Accounts payable, tenant prepayments and
accrued expenses (443) 544
Total $ (440) $ 641
Supplemental cash flow information:
Cash paid for interest $ 4,046 $ 473
Schedule of non-cash investing and
financing activities:
Mortgages assumed in connection with the
acquisition of self-storage stores $35,151 $ 1,644
Issuance of Units in connection with the
acquisition of self-storage stores $ 8,115 $ -
Conversion of Units of the Operating
Partnership held by minority interests
to Common Shares of the Company $ 204 $ 545
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
STORAGE TRUST REALTY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Organization and Basis of Presentation
Organization
Storage Trust Realty (the "Company") was formed as a Maryland real
estate investment trust ("REIT") on July 12, 1994 to continue the
self-storage business of Burnam Holding Companies Co. ("BHC") and
certain of its affiliates (collectively, the "Predecessor Company") in
owning, operating and managing self-storage stores. The Company and its
subsidiaries commenced operations effective with the completion of the
Company's initial public offering ("IPO") of common shares of beneficial
interest, par value $.01 per share ("Common Shares") on November 16,
1994. As of March 31, 1998, the Company owned 213 self-storage stores
in 16 states, and was a partner in two joint ventures that owned two
operating self-storage stores.
Substantially all of the Company's assets and interests in self-storage
stores are held by, and all of its operations are conducted through,
Storage Trust Properties, L.P. (the "Operating Partnership"). The
Company is the sole general partner of, and thereby controls the
operations of, the Operating Partnership, holding a 92.99% ownership
interest therein as of March 31, 1998. The remaining ownership
interests in the Operating Partnership (the "Units") are held by certain
owners of the Predecessor Company, including BHC, and certain former
owners of assets acquired by the Operating Partnership subsequent to the
IPO.
Storage Realty Management Co. (the "Management Company") manages self-
storage stores owned by unrelated third parties and conducts other
business, such as the sale of locks and packaging supplies, the
processing of customer property insurance and the rental of trucks, at
various self-storage stores. Through its ownership of the preferred
stock of the Management Company, the Operating Partnership receives
substantially all of the economic benefit of the businesses carried on
by the Management Company.
<PAGE>
STORAGE TRUST REALTY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Organization and Basis of Presentation (continued)
Basis of Presentation:
The financial statements included herein have been prepared without
audit pursuant to the rules and regulations of the Securities and
Exchange Commission. These financial statements reflect all adjustments
which, in the opinion of management, are necessary to fairly present
results for the interim periods and all such adjustments are of a normal
recurring nature.
Certain amounts from 1997 have been reclassified to conform to the
presentation in 1998.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such
rules and regulations, although the Company believes that the
accompanying disclosures are adequate to make the information presented
not misleading. The results for the interim periods are not necessarily
indicative of the results for a full fiscal year. These financial
statements should be read in conjunction with the financial statements
and notes thereto included in the Company's Annual Report on Form 10-K
for the year ended December 31, 1997.
The accompanying consolidated financial statements include the accounts
of the Company, the Operating Partnership, and the Management Company.
All significant intercompany transactions have been eliminated in the
consolidated presentations.
<PAGE>
STORAGE TRUST REALTY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. Summary of Significant Accounting Policies
Investment in Self-Storage Stores
Investment in self-storage stores is recorded at cost. Depreciation is
computed using straight-line and accelerated methods over estimated
useful lives ranging from 5 to 40 years for buildings and improvements,
and 3 to 10 years for furniture, fixtures and equipment. Expenditures
for significant renovations and improvements, which improve and/or
extend the useful lives of fixed assets, are capitalized. Maintenance
and repairs are expensed as incurred. Certain costs, principally
payroll, directly related to the acquisition or development of new self-
storage stores are capitalized.
The purchase contracts on certain self-storage stores acquired included
"earnout provisions" that call for additional payments to the sellers
(in cash or Units) upon achievement of specified net operating income
amounts. These amounts are recorded when the terms of the purchase
contract are met.
Revenue Recognition
Rental income is recorded when due from tenants under operating lease
agreements.
Federal Income Taxes
No provision has been made for Federal income taxes for the Company in
the accompanying consolidated financial statements because the Company
has operated and expects to continue operating in a manner to qualify as
a REIT. Under the applicable provisions of the Internal Revenue Code
for a REIT, the Company is allowed to reduce taxable income by all or a
portion of its distributions to shareholders so long as it distributes
at least 95% of its taxable income to its shareholders and complies with
certain other requirements.
Cash and Cash Equivalents
The Company considers all demand and money market accounts and
repurchase agreements with a maturity of three months or less when
purchased to be cash and cash equivalents.
<PAGE>
STORAGE TRUST REALTY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. Summary of Significant Accounting Policies (continued)
Notes Receivable
Interest income is recorded as earned under the terms of the notes.
Based on the substantial equity of the borrowers in these stores and the
Company s option (at a fair market rate) to purchase these stores, the
amounts funded are treated as notes receivable.
Hedging Transactions
The Company enters into hedging transactions (the sale of Treasury
securities) with the objective of reducing its exposure to changes in
interest rates associated with anticipated debt offerings. The Company
follows Statement of Financial Standards No. 80, "Accounting for Futures
Contracts", which permits hedge accounting for anticipatory transactions
meeting certain criteria. Gains or losses, if any, on these
transactions are deferred and amortized over the term of the related
debt as an adjustment to interest expense. Changes in the fair value of
the hedging transaction are not recognized in the financial statements.
In the event that the anticipatory transaction is no longer likely to
occur, the Company would mark the derivative to market and would
recognize any adjustment in the consolidated statement of operations.
The Company does not enter into transactions for trading or speculative
purposes.
Deferred Financing Costs
Fees and related expenses incurred in connection with financing
transactions are capitalized at cost and are amortized on a straight-
line basis over the life of the related financing, which approximates
the interest method. The unamortized balance is expensed upon
termination or prepayment of the financing.
<PAGE>
STORAGE TRUST REALTY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. Summary of Significant Accounting Policies (continued)
Investments in Joint Ventures
Investments in joint ventures represent investments in self-storage
stores in which the Company does not have a controlling interest. The
Company exercises significant influence over the operating and financial
policies of the joint ventures.
The equity method of accounting has been applied in the accompanying
consolidated financial statements with respect to the Company's
interests in joint ventures.
Net Income Per Common Share
In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, "Earnings per Share" ("FASB 128"), which the Company
adopted on December 31, 1997. FASB 128 replaced the calculations of
primary and fully diluted earnings per Common Share with basic and
diluted earnings per Common Share. Unlike primary earnings per Common
Share, basic earnings per Common Share excludes any dilutive effects
from options, warrants and convertible securities. Diluted earnings per
Common Share is very similar to the previous fully diluted earnings per
Common Share. The earnings per Common Share for the three months ended
March 31, 1997 have been restated to conform to requirements of FASB
128.
Capitalized Interest
Interest is capitalized on accumulated expenditures relating to the
development or conversion of qualifying self-storage stores. During the
three months ended March 31, 1998, the Company capitalized $65,000 of
interest costs for qualifying self-storage stores.
<PAGE>
STORAGE TRUST REALTY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. Summary of Significant Accounting Policies (continued)
Minority Interest
The minority interest reflects the ownership interests of the limited
partners of the Operating Partnership and the other shareholder of the
Management Company. Amounts allocated to these interests are reflected
as an expense in the statement of operations and increase the Company's
liability. Distributions to these limited partners and the other
shareholder reduce this liability. Minority interest of Unitholders in
the Operating Partnership is calculated on the weighted-average Common
Shares and Units outstanding for the period.
During the three months ended March 31, 1998, 318,432 Units were issued
in connection with the acquisition of self-storage stores.
The Units in the Operating Partnership held by minority interests can be
exchanged for Common Shares of the Company on a one-for-one basis or
redeemed in cash at the Company's option. During the three months ended
March 31, 1998 and 1997, limited partners exchanged 10,566 and 27,829
Units, respectively, in the Operating Partnership for an equal number of
Common Shares in the Company.
At March 31, 1998, minority interest ownership in the Operating
Partnership was 1,165,550 Units or 7.01%.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those
estimates.
<PAGE>
STORAGE TRUST REALTY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. Earnings per Share
The following table sets forth the computation of basic and diluted
earnings per share (amounts in thousands, except for share information):
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
Numerator:
Net income $ 5,645 $ 4,500
Effect of dilutive securities:
Options on Common Shares - -
Income allocated to Units of
the Operating Partnership
owned by minority interests 370 322
Numerator for diluted earnings
per Common Share-net income
after assumed conversions $ 6,015 $ 4,822
Denominator:
Denominator for basic earnings
per share - weighted-average
Common Shares outstanding 15,449,030 12,886,237
Effect of dilutive securities:
Options on Common Shares 125,679 132,254
Weighted-average Units
outstanding in the
Operating Partnership
owned by minority interests 987,647 869,487
Dilutive potential Common Shares 1,113,326 1,001,741
Denominator for diluted earnings
per Common Shares-adjusted
weighted-average Common Shares
and assumed conversions 16,562,356 13,887,978
Basic earnings per Common Share $0.37 $0.35
Diluted earnings per Common Share $0.36 $0.35
</TABLE>
<PAGE>
STORAGE TRUST REALTY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4. Investment in Self-Storage Stores
The following summarizes investment in self-storage stores (amounts in
thousands):
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
(unaudited)
<S> <C> <C>
Land $ 95,030 $ 77,620
Buildings 366,146 299,237
Developments and expansions
in progress 5,680 3,107
Furniture, fixtures and equipment 32,427 25,002
Total cost 499,283 404,966
Accumulated depreciation (21,368) (18,392)
Investment in self-storage
stores, net $477,915 $386,574
</TABLE>
5. Mortgages and Notes Payable
Mortgages and notes payable consist of the following
(column amounts in thousands):
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
(unaudited)
<S> <C> <C>
Revolving line of credit:
Unsecured revolving line of credit
with an aggregate borrowing limit
of $150 million, bearing interest
at LIBOR plus 1.20% per annum at
March 31, 1998 (6.8875%) and LIBOR
plus 1.20 per annum at December
31, 1997, interest only payable
monthly and a fee on the unused
portion of .15% per annum.
Expiration on January 25, 2001. $78,420 $ -
<PAGE>
<CAPTION>
STORAGE TRUST REALTY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. Mortgages and Notes Payable (continued)
March 31, December 31,
1998 1997
(unaudited)
Senior Notes:
Series A, bearing interest at a
fixed rate of 7.47% per annum,
interest payable semi-annually on
January 15 and July 15,principal
payments of $14,700,000 due on
January 15, 2002 and 2003, with
the remaining principal
due January 15, 2004. $ 44,000 $ 44,000
Series B, bearing interest at a
fixed rate of 7.66% per annum,
interest payable semi-annually on
January 15 and July 15, principal
payments of $11,200,000 due on
January 15, 2003, 2004, 2005 and
2006, with the remaining
principal due January 15, 2007. 56,000 56,000
Total $100,000 $100,000
</TABLE>
In anticipation of the Senior Notes offering, the Company entered into a
hedging transaction (the sale of Treasury securities) with the objective
of reducing its exposure to changes in interest rates. The hedge was
closed upon receiving the commitments from the institutional investors
in December 1996. The Company realized net proceeds of $645,000 from
this transaction. This hedging gain is being amortized against interest
expense over the weighted-average term of the Senior Notes.
<PAGE>
STORAGE TRUST REALTY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. Mortgages and Notes Payable (continued)
Senior Notes: (continued)
The balance of the hedging gain, which is included in accrued
liabilities, at March 31, 1998 and December 31, 1997 was $530,000 and
$553,000, respectively.
Scheduled Maturities:
The scheduled maturities of mortgages and notes payable subsequent to
March 31, 1998 are as follows (amounts in thousands):
<TABLE>
<CAPTION>
Revolving
Year Ending Line of Senior
December 31, Credit Notes Total
<S> <C> <C> <C>
1998 $ - $ - $ -
1999 - - -
2000 - - -
2001 78,420 - 78,420
2002 - 14,700 14,700
2003 - 25,900 25,900
2004 - 25,800 25,800
2005 - 11,200 11,200
2006 - 11,200 11,200
2007 - 11,200 11,200
Totals $ 78,420 $100,000 $178,420
</TABLE>
6. Subsequent Events
On April 24, 1998, the Company sold 613,811 Common Shares to an
underwriter as part of the formation of an Unit Investment Trust. The
net proceeds of $14.1 million were used to repay indebtedness under the
Company s revolving line of credit.
On April 29, 1998, the Company acquired a self-storage store containing
29,000 net rentable square feet in Richardson, TX. The purchase price
of $1,320,000 was funded from borrowings on the Company s revolving line
of credit.
<PAGE>
STORAGE TRUST REALTY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. Subsequent Events (continued)
On May 12, 1998, the Company declared a $.46 dividend on each Common
Share for the second quarter of 1998. The dividend is payable July 15,
1998 to shareholders of record on June 15, 1998.
7. Acquisitions and Pro Forma Information
During the first three months of 1998, the Company has acquired 26
stores for consideration, with an aggregate value of $88,136,000.
The following presents the consolidated results of operations of the
Company for the three months ended March 31, 1998 on a pro forma basis
as if (a) these acquisitions during the first quarter of 1998 had been
completed on January 1, 1998 and (b) the sale of Common Shares in April
1998 occurred on January 1, 1998 (amounts in thousands, except for share
information).
<TABLE>
<S> <C>
Total revenues $19,047
Total expenses 12,751
Net income before minority interest 6,296
Minority interest (438)
Net income $ 5,858
Net income per share-basic $ 0.36
Net income per share-diluted $ 0.36
Weighted-average number
of shares outstanding 16,062,841
</TABLE>
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, 1998 nor
does it purport to represent the results of operations for future
periods.
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussions should be read in conjunction with the financial
statements and notes thereto appearing elsewhere herein and in the Company's
Annual Report on Form 10-K for the year ended December 31, 1997.
Storage Trust Realty (the Company ) was formed as a Maryland real estate
investment trust ( REIT ) on July 12, 1994 to continue the self-storage
business of Burnam Holding Companies Co. ( BHC ) and certain of its affiliates
(collectively, the Predecessor Company ) in owning, operating and managing
self-storage stores. The Company and its subsidiaries commenced operations
effective with the completion of the Company s initial public offering (the
IPO ) of common shares of beneficial interest, par value $.01 per share
( Common Shares ) on November 16, 1994. As of March 31, 1998, the Company
owned 213 self-storage stores in 16 states and owned an interest in two joint
ventures that owned two self-storage stores.
Substantially all of the Company's assets and interests in self- storage
stores are held by, and all of its operations are conducted through, Storage
Trust Properties, L.P. (the Operating Partnership ). The Company is the sole
general partner of, and thereby controls the operations of, the Operating
Partnership, holding a 92.99% ownership interest therein as of March 31, 1998.
The remaining ownership interest in the Operating Partnership (the Units )
are held by certain owners of the Predecessor Company, including BHC, and
certain former owners of assets acquired by the Operating Partnership
subsequent to the IPO.
Storage Realty Management Co. (the Management Company ) manages self-storage
stores owned by unrelated third parties and conducts other business, such as
the sale of locks, the processing of customer property insurance and the
rental of trucks, at various facilities. At March 31, 1998, fourteen self-
storage stores were managed by the Management Company, including one of the
stores owned by a joint venture in which the Company has an ownership
interest. Through its ownership of the preferred stock of the Management
Company, the Operating Partnership receives substantially all of the economic
benefits of the business carried on by the Management Company.
<PAGE>
The Company derives its revenue principally from the Operating Partnership,
which is generated primarily by (i) the Operating Partnership's rental of
self-storage units at the Company's stores, (ii) revenues (for financial
reporting purposes) of the Management Company, and (iii) earnings from joint
ventures.
The following discussion is based on the consolidated financial statements
that include the accounts of the Company, the Operating Partnership and the
Management Company. Unless the context indicates otherwise, references to the
Company are to Storage Trust Realty, Storage Trust Properties, L.P. and
Storage Realty Management Co. on a consolidated basis.
The statements contained in this discussion that are not historical facts are
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
forward-looking statements are based on current expectations, estimates and
projections about the industry and markets in which the Company operates,
management s beliefs, and assumptions by management. Words such as expects,
anticipates, intends, plans, believes, seeks, estimates;
variations of such words and similar expressions are intended to identify such
forward-looking statements. These statements are not guarantees of future
performance and involve certain risks, uncertainties and assumptions ( Future
Factors ) which are difficult to predict. Therefore, actual outcomes may
differ materially for what is expressed or forecasted in such forward-looking
statements. Future Factors include: (a) changes in general economic
conditions in its target markets that could adversely affect demand for the
Company s facilities, (b) changes in financial markets and interest rates that
could adversely affect the Company s cost of capital and its ability to meet
its financial needs and obligations, and (c) those other factors discussed
herein. These are representations of Future Factors that could affect the
outcome of the forward-looking statements.
<PAGE>
Results of Operations: Three months ended March 31, 1998
compared to three months ended March 31, 1997
Rental income increased $3,977,000 (30.9%) in the first quarter of 1998
compared to the first quarter of 1997 as a result of the net addition of 22
stores during the year ended December 31, 1997 and 26 stores during the three
months ended March 31, 1998 ($3,705,000) and increases in the average rent per
square foot associated with those stores owned for all of the three months
ended March 31, 1997 and 1998. Average annualized revenue per square foot for
the portfolio increased 7.0% to $7.77 in 1998 from $7.26 in 1997, while
occupancy for the whole portfolio decreased from 85% at March 31, 1997 to 83%
at March 31, 1998.
Product sales and other income increased $259,000 (114.1%) primarily from
increased sales of locks and packaging supplies and increased commissions from
truck rentals, which are at many of the Company s stores.
Total revenues on a same store basis (149 stores) increased $388,000 or 3.4%.
Revenues on a same store basis include rental income, administrative fees,
late fees, product sales (locks and packaging supplies), commissions from
truck rentals and other income. On a same store basis, average annualized
revenue per square foot increased 6.2% to $7.41 in 1998 from $6.98 in 1997,
while occupancy decreased from 84% at March 31, 1997 to 82% at March 31, 1998.
Property operating expenses increased $742,000 (27.3%) as a result of (a)
acquisitions in 1997 and 1998 ($682,000), (b) increases at those stores owned
for all of the three months ended March 31, 1997 and 1998 and (c) additional
costs due to more regional managers. Direct property operating expenses
increased on a same store basis by $60,000 or 2.6%, reflecting (a) additional
payroll costs at the stores, due to higher base pay and incentive compensation
and (b) higher costs due to increased product sales and commissions on truck
rentals. These increases were partially offset by (a) lower insurance costs,
(b) reduced advertising expenses and (c) lower maintenance and snow removal
costs.
<PAGE>
Results of Operations: Three months ended March 31, 1998
compared to three months ended March 31, 1997 (continued)
Real estate taxes increased $614,000 (58.5%) as a result of acquisitions in
1997 and 1998 ($567,000) and increases at those stores owned for all of the
three months ended March 31, 1997 and 1998. Real estate taxes on a same store
basis increased by $47,000 or 4.6%, reflecting higher tax assessments and
higher tax rates on those stores.
General and administrative expenses increased $166,000 (24.0%). The addition
of personnel at the Company's headquarters in 1997, the costs of district
managers and higher professional fees accounted for the majority of this
increase.
Interest expense increased $936,000 (66.1%) due to (a) the increase in
borrowings under the Company's revolving line of credit and (b) the effect of
the issuance of the Senior Notes in 1997.
Depreciation increased $650,000 (27.9%) due to the increased investment in
storage stores.
Amortization decreased $65,000 (42.8%) due to lower costs of the new revolving
line credit entered into during January 1998.
Net income increased $1,145,000 (25.4%) and basic net income per share
increased $.02 (5.7%) as a result of the factors noted above. Diluted net
income per share increased $.01 (2.9%) due to the effect of the dilutive
securities (options and Units) used in the calculation.
<PAGE>
Funds from Operations
The Company believes that Funds from Operations ("FFO") is helpful to
investors as a measure of the performance of an equity REIT because, along
with cash flows from operating activities, financing activities and investing
activities, it provides investors with an understanding of the ability of the
Company to incur and service debt and to make capital expenditures. FFO is
defined by NAREIT as income (loss) before minority interest of the holders of
Units (computed in accordance with GAAP), excluding gains or losses from debt
restructuring and sales of property, provision for losses, and real estate
related depreciation and amortization (excluding amortization of financing
costs). FFO is not to be considered as an alternative to net income or any
other GAAP measurement as a measure of operating performance and is not
necessarily indicative of cash available to fund all cash needs.
Funds from Operations is determined as follows (amounts in thousands):
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
Three Months Ended March 31,:
Net income before minority interest $ 6,019 $ 4,824
Depreciation of revenue-producing
assets 2,952 2,307
Company s share of joint ventures
depreciation 4 4
Funds from Operations $ 8,975 $ 7,135
</TABLE>
The basic weighted-average number of Common Shares and Units for the three
months ended March 31, 1998 and 1997 were 16,436,677 and 13,755,724,
respectively. The diluted weighted-average number of Common Shares and Units
for the three months ended March 31, 1998 and 1997 were 16,562,356 and
13,887,978, respectively. The Company includes Units in these amounts as
Units can be exchanged for Common Shares of the Company on a one-for-one basis
or redeemed in cash at the Company's option.
<PAGE>
Funds from Operations (continued)
FFO increased $1,840,000 (25.8%) in 1998 over 1997 due (a) to the acquisition
of stores in 1998 and 1997 and the effect of the issuance of 4,140,000 Common
Shares in October and November 1997 ($3,261,000) and (b) the increased results
from those stores owned for all of the three months ended March 31, 1997 and
1998. Net operating income, defined as revenues less direct property
operating expenses and real estate taxes, increased on a same store basis by
$279,000 or 3.4%. These increases were partially offset by increases in
general and administrative expenses and interest expense, as previously
discussed.
Dispositions and Exchanges
Management constantly reviews the stores comprising the Company s portfolio
and may dispose of any of the stores in the future. Any decision to dispose
of a particular store would be based on a number of factors, including, but
not limited to, (a) the strategic fit with the rest of the Company s
portfolio, (b) the potential to continue to increase cash flow and value in
the particular market, (c) the current market value and (d) alternate uses of
capital.
The Company may dispose of stores for cash or other consideration or may
exchange them with other self-storage operators, including other publicly-held
self-storage REITs.
<PAGE>
Liquidity and Capital Resources
Mortgages and Notes Payable
The Company s formal policy on the incurrence of debt is to limit Company debt
(including the indebtedness of joint ventures) to 50% of total market
capitalization, which is defined as the market value of the issued and
outstanding Common Shares (including Units exchangeable for Common Shares)
plus Company debt. At March 31, 1998 and December 31, 1997, the Company s
debt-to-total market capitalization was 31.0% and 19.8%, respectively. The
Company does not believe that this limit will restrict its operations or have
a material adverse effect on its financial condition or results of operations,
although there can be no assurance that it will not do so in the future. The
Board of Trustees can change the policy at any time in light of then current
economic conditions and other relevant factors.
The Company had outstanding borrowings of $178,420,000 at March 31, 1998.
This indebtedness consists of (a) $100,000,000 of Senior Notes and (b)
$78,420,000 on the Company s revolving line of credit. The revolving line of
credit may be used to fund the acquisition, development or conversion of
additional stores. The revolving line of credit expires in January 2001 and
bears interest at a floating rate of LIBOR plus 1.20% (6.8875% at March 31,
1998).
At March 31, 1998, the Company has joint and several liability but does not
guarantee the $3,889,000 indebtedness of a joint venture in New Orleans, LA in
which it has a 15% interest. In 1996, the Company acquired a 25% interest in a
joint venture that is operating a self-storage store in Kansas City, MO that
was constructed in 1997. The Company has guaranteed 25% of the joint
venture's construction loan, which is for a total of $2,046,000. The balance
outstanding under this construction loan as of March 31, 1998 was $1,888,000.
<PAGE>
Liquidity and Capital Resources (continued)
Liquidity
The expansion of existing stores, the acquisition, conversion and development
of additional self-storage stores and the repayment of indebtedness, including
the Senior Notes and any amounts outstanding on the revolving line of credit,
represent the Company's principal liquidity requirements.
The Company expects to meet its short-term liquidity requirements by (a) net
cash provided by operating activities, (b) any portion of net cash flow not
distributed currently and (c) borrowings under the revolving line of credit.
The Company believes that its future net cash flow will be adequate to meet
operating requirements and provide for payment of distributions by the Company
in accordance with tax requirements relating to a REIT in the short-term and
in the long-term. In order to maintain its status as a REIT, the Company will
be required to make distributions to its shareholders of at least 95% of its
taxable income, which is expected to consist primarily of its share of the
income of the Operating Partnership. Differences in timing between the
recognition of taxable income and receipt of cash which would be available for
distribution could require the Company to borrow to meet the 95% distribution
requirement, although the Company does not currently anticipate the need to
borrow as a result of any such differences in timing.
Capital Expenditures
During the three months ended March 31, 1998, the Company spent: (a)
$2,573,000 on new facilities under development or conversion, (b) $921,000 for
expansions of existing stores and climate-controlled conversions, (c) $133,000
for equipment used by home office and regional management and (d) $1,293,000
on other capital expenditures. For the remaining nine months of 1998, the
Company expects to spend $3,180,000 for expansions and climate-controlled
conversions and $2,880,000 on other capital expenditures. The Company
believes that it can fund any necessary capital expenditures through its
operations or from the revolving line of credit.
<PAGE>
Inflation
Substantially all of the leases at the stores have one-month terms, which
thereby provide the Company with the opportunity to achieve increases in
rental income as each lease matures. Such types of leases generally minimize
the risk of inflation to the Company.
Seasonality
The Company s revenues are expected to be higher during the latter part of the
year because its stores experience greater occupancy from May through
September (due to higher levels of residential moves during that period) and
increases in rental rates, which occur throughout the year. The Company does
not expect seasonality to materially affect distributions to shareholders.
The Company believes that its geographic diversity, tenant mix, and rental and
expense structures provide adequate protection against significant
fluctuations in cash flow and net income due to seasonality.
New Accounting Pronouncements
In June 1997, the Financial Accounting Standards Board issued Statement No.
130, "Reporting Comprehensive Income" ("FASB 130"), which is effective for
financial statements for periods beginning after December 15, 1997. At that
time, the Company will be required to report comprehensive income and its
components in its financial statements. The Company will implement FASB 130
during the year ended December 31, 1998. The impact of FASB 130 on the
Company s financial statements is not expected to be material.
In June 1997, the Financial Accounting Standards Board issued Statement No.
131, "Disclosures about Segments of an Enterprise and Related Information"
("FASB 131"), which is effective for financial statements for periods
beginning after December 15, 1997. At the time of implementation, the Company
will be required to report additional information (both financial and
descriptive) about operating segments in annual and interim reports.
<PAGE>
New Accounting Pronouncements (continued)
As FASB 131 is not required to be applied to interim financial statements in
the initial year of adoption, the Company is not required to disclose segment
information in accordance with FASB 131 until the 1998 Annual Report, at which
time it will restate prior years segment disclosures to conform to the FASB
131 segment presentations. In the Company s first quarter 1999 report and in
subsequent quarters, the Company will present the interim disclosures required
by FASB 131 for both 1999 and 1998.
On March 19, 1998, the Emerging Issues Task Force of the Financial Accounting
Standards Board reached a consensus on Issue Number 97-11, Accounting for
Internal Costs Relating to Real Estate Property Acquisitions ( EITF 97-11 ).
Internal pre-acquisition costs (e.g. costs of an internal acquisitions
departments) associated with the acquisition of a fully developed self-storage
should be expensed as incurred. Internal costs incurred for non-operating
stores being developed or converted can be capitalized in specified
circumstances. The Company will be adopting the accounting guidance for
acquisitions of operating self-storage stores for which contracts were entered
into after the March 19, 1998 date of the consensus. For the three months
ended March 31, 1998 and 1997, the Company had total acquisition costs of
$396,000 and $106,000, respectively, and capitalized internal acquisition
costs of $284,000 and $46,000, respectively.
<PAGE>
Part II
OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a.) Exhibits
27 Financial Data Schedule for three months ended March 31,
1998.
(b.) Reports on Form 8-K
A report on Form 8-K dated March 20, 1998 as amended by a report
on Form 8-K/A, dated April 24, 1998, was filed to report that
Storage Trust Properties, L.P. completed the acquisition of six
self-storage stores during the three months ended December 31,
1997. In addition, an unaudited Pro Forma Combined Statement of
Operations for the years ended December 31, 1997 and 1996 were
presented.
A report on Form 8-K dated March 20, 1998 as amended by a report
on Form 8-K/A, dated April 30, 1998, was filed to report that
Storage Trust Properties, L.P. completed the acquisition of 14
self-storage stores during the period from January 1, 1998 to
February 12, 1998. Historical Summaries of Combined Gross Revenue
and Direct Operating Expenses for the year ended December 31, 1996
were filed with the Form 8-K/A for 13 of the 14 stores acquired.
In addition, an unaudited Pro Forma Combined Balance Sheet as of
December 31, 1997 and an unaudited Pro Forma Combined Statement of
Operations for the year ended December 31, 1997 were presented.
A report on Form 8-K dated April 21, 1998 was filed to file an
underwriting agreement dated April 21, 1998 between the Company
and A.G. Edwards & Sons, Inc. relating to an offering of 631,811
Common Shares of the Company.
<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
May 14, 1998 /s/ Michael G. Burnam
(Date) Michael G. Burnam
Chief Executive Officer
May 14, 1998 /s/ Stephen M. Dulle
(Date) Stephen M. Dulle
Chief Financial Officer
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FIRST
QUARTER 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH 10-Q
</LEGEND>
<CIK> 0000928735
<NAME> STORAGE TRUST REALTY
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 2,597
<SECURITIES> 0
<RECEIVABLES> 1,421
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 9,993
<PP&E> 499,283
<DEPRECIATION> (21,368)
<TOTAL-ASSETS> 492,394
<CURRENT-LIABILITIES> 18,932
<BONDS> 178,420
0
0
<COMMON> 156
<OTHER-SE> 271,174
<TOTAL-LIABILITY-AND-EQUITY> 492,394
<SALES> 16,849
<TOTAL-REVENUES> 17,416
<CGS> 0
<TOTAL-COSTS> 5,122
<OTHER-EXPENSES> 3,922
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,353
<INCOME-PRETAX> 5,645
<INCOME-TAX> 0
<INCOME-CONTINUING> 5,645
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,645
<EPS-PRIMARY> .37
<EPS-DILUTED> .36
</TABLE>
