SOVRAN SELF STORAGE INC
10-Q/A, 1996-06-20
REAL ESTATE INVESTMENT TRUSTS
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                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

                                    FORM 10-Q

                   Quarterly Report Under Section 13 or 15 (d)
                     of the Securities Exchange Act of 1934




For Quarter Ended                               Commission File Number 1-13820
March 31, 1996



                             SOVRAN SELF STORAGE, INC.
              (Exact name of registrant as specified in its charter)




         Maryland                                         16-1480124
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)


                                5166 Main Street
                             Williamsville, NY 14221

                    (Address of principal executive offices)


                                 716) 633-1850

              (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

Number of common shares outstanding as of the close of the period covered by
this report: 7,542,171 shares of Common Stock.

<PAGE>


                            SOVRAN SELF STORAGE, INC.
                  FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 1996
                                     INDEX


Part 1. Financial Information

Item 1. Financial Statements (Unaudited)                              Page

          Balance sheet of Sovran Self Storage, Inc. as of
          March 31, 1996 and December 31, 1995.                        3

          Statements of operations of Sovran Self Storage, Inc.
          for the three months ended March 31, 1996 and combined
          statements of operations of Sovran Capital, Inc. and
          the Sovran Partnerships (predecessor to Sovran Self 
          Storage, Inc.) for the three months ended March 31, 1995.    4

          Statement of cash flows of Sovran Self Storage, Inc.
          for the three months ended March 31, 1996 and 
          combined statements of cash flows of Sovran Capital, Inc.
          and the Sovran Partnerships (predecessor to Sovran Self
          Storage, Inc.) for the three months ended March 31, 1995.    5-6

          Notes to financial statements                                7-10

          Pro forma condensed statement of operations of Sovran
          Self Storage, Inc. for the three months ended March 31,
          1996 and 1995.                                               9

Item 2.  Management's discussion and analysis of financial 
         condition and results of operations.                          11-13


Part II. Other Information                                             14

          Signatures                                                   15

<PAGE>


                       SOVRAN SELF STORAGE, INC.
                      CONSOLIDATED BALANCE SHEET
                            (In Thousands)



                                       Sovran Self            Sovran Self
                                     Storage, Inc. at       Storage, Inc. at
                                      March 31, 1996        December 31, 1995
                                       (Unaudited)              (Audited)

Assets
  Investment in storage facilities:
    Land                                $    40,707              $    36,640
    Building and equipment                  137,499                  122,821
                                        ------------               ----------
                                            178,206                  159,461
    Less: accumulated depreciation           (2,348)                  (1,497)
                                        ------------               ----------
  Investment in storage facilities, net     175,858                  157,964
  Cash and cash equivalents                   1,275                      732
  Accounts receivable                           231                      297
  Prepaid expenses and other assets           1,448                    1,444 
                                        ------------               ----------
     Total assets                        $  178,812               $  160,437
                                        =============             ===========

Liabilities
  Line of credit                         $   23,809               $    5,000
  Accounts payable and accrued
    liabilities                                 953                      908
  Deferred revenue                            1,157                      980
  Accrued dividends                           3,810                    3,809
                                        ------------             ------------
    Total liabilities                        29,729                   10,697

Shareholders' Equity
  Common stock $.01 par value,
    100,000 shares authorized, 7,542
    shares issued and outstanding                75                       75
  Additional paid-in capital                150,727                  150,727
  Retained earnings                          (1,062)                       0
  Dividends in excess of net income            (657)                  (1,062)
                                        -------------            -------------
    Total shareholders' equity              149,083                  149,740
                                        -------------            -------------

Liabilities and shareholders' equity    $   178,812              $   160,437
                                        =============            =============





See notes to financial statements.


<PAGE>


                   SOVRAN SELF STORAGE, INC. (THE COMPANY) AND
                SOVRAN CAPITAL, INC. AND SOVRAN PARTNERSHIPS (THE
                          PREDECESSORS TO THE COMPANY)

                   STATEMENT OF OPERATIONS OF THE COMPANY AND
              COMBINED STATEMENTS OF OPERATIONS OF THE PREDECESSORS
                    (In Thousands, Except Per Share Amounts)


                                             Company           Predecessors
                                          ---------------  -------------------
                                                              Sovran Capital,
                                           Sovran Self       Inc. and Sovran
                                           Storage, Inc.       Partnerships
                                          January 1, 1996    January 1, 1995
                                                to                  to
                                           March 31, 1996     March 31, 1995
                                            (Unaudited)         (Audited)

Revenues:
  Rental income                               $   6,857         $   4,703
  Interest and other income                          87               113
                                             -----------         ---------
    Total revenues                                6,944             4,816


Expenses:
  Property operations & maintenance               1,514             1,048
  Real estate taxes                                 513               349
  General and administrative                        507               567
  Interest                                          278             1,628
  Depreciation and amortization                     980               809
                                              ----------         ---------
    Total expenses                                3,792             4,401
                                              ----------         ---------

Net income                                    $   3,152        $      415
                                              ==========       ===========

Earnings per share                                     $   0.42
                                                        ========

Common shares used in earnings per
   share calculation                                    7,542,171

Dividends declared per share                           $   0.505
                                                        =========






See notes to financial statements.



<PAGE>


                   SOVRAN SELF STORAGE, INC. (THE COMPANY) AND
                SOVRAN CAPITAL, INC. AND SOVRAN PARTNERSHIPS (THE
                          PREDECESSORS TO THE COMPANY)

                   STATEMENT OF CASH FLOWS OF THE COMPANY AND
              COMBINED STATEMENTS OF CASH FLOWS OF THE PREDECESSORS
                                 (In Thousands)

                                               Company          Predecessors
                                                               Sovran Capital,
                                             Sovran Self       Inc. and Sovran
                                            Storage, Inc.       Partnerships
                                           January 1, 1996     January 1, 1995
                                                 to                  to
                                            March 31, 1996      March 31, 1995
                                             (Unaudited)          (Audited)
Operating Activities
Net income                                   $    3,152          $       415
Adjustments to reconcile net income
  to net cash provided by operating
  activities:
   Depreciation and amortization                    980                  809
   Changes in assets and liabilities:
     Accounts receivable                             18                  (23)
     Prepaid expenses and other assets              (82)                (300)
     Accounts payable and other liabilities          46                  741
     Deferred revenue                               177                    6
                                             ------------        ------------
Net cash provided by operating activities         4,291                1,648
                                             ------------        ------------

Investing Activities
  Additions to storage facilities               (18,745)              (2,084)
  Additions to other assets                          (3)                   0
  Restricted cash                                     0                  (91)
                                             ------------        ------------
Net cash used in investing activities           (18,748)              (2,175)
                                             ------------        ------------

Financing Activities
  Proceeds from line of credit draw down         18,809                    0
  Dividends paid                                 (3,809)                   0
  Proceeds from issuance of mortgages                 0                1,240
  Mortgage principal payments                         0                 (540)
  Capital Contributions                               0                  650
  Cash Contributions                                  0                 (855)
                                             ------------        ------------
Net cash provided by financing activities        15,000                  495
                                             ------------        ------------
Net increase (decrease) in cash                     543                  (32)
Cash at beginning of period                         732                1,045
                                             ------------        ------------
Cash at end of period                       $     1,275           $    1,013
                                             ============        ============

Supplemental cash flow information
 Cash paid for interest                    $        278           $    1,628

See notes to financial statements.
<PAGE>
                   SOVRAN SELF STORAGE, INC. (THE COMPANY) AND
                SOVRAN CAPITAL, INC. AND SOVRAN PARTNERSHIPS (THE
                          PREDECESSORS TO THE COMPANY)

                   STATEMENT OF CASH FLOWS OF THE COMPANY AND
              COMBINED STATEMENTS OF CASH FLOWS OF THE PREDECESSORS
                                 (In Thousands)


Supplemental cash flow information

Cash paid for acquisition properties                           $    18,668
Cash paid for building improvements                                     77
                                                              -------------
Cash paid for storage facilities per
  statement of cash flows                                           18,745
Additions to storage facilities, December 31, 1995                 156,780
Fair value of net liabilities assumed of the
  partnerships and Sovran Capital, Inc.                              2,681
Investment in storage facilities per financial                -------------
  statements                                                     $ 178,206
                                                              =============


























See notes to financial statements.



<PAGE>


                   Notes to Consolidated Financial Statements

1.  Organization

Sovran Self Storage, Inc. (the Company),  a self-administered and self-managed
real estate  investment  trust (a REIT), was formed on April 19, 1995 to own and
operate self-storage  facilities throughout the United States. On June 26, 1995,
the Company  commenced  operations  effective with the completion of its initial
public offering of 5,890,000 shares (the Offering). The Offering price per share
was  $23.00,  resulting  in net  proceeds  to the  Company,  after  underwriting
discount  and  other  expenses,  of  $124.3  million.  On  July  25,  1995,  the
underwriters  exercised their  over-allotment  option granted in connection with
the  Company's  initial  public  offering and  purchased  750,000  shares of the
Company's  common  stock at $23.00 per share,  resulting  in net proceeds to the
Company of approximately $16 million.  Additionally,  the Company received $10.1
million in proceeds  from a private  placement  of 422,171  shares of its common
stock.

Contemporaneously  with the closing of the Offering,  Sovran Self Storage,  Inc.
acquired,  in a  transaction  accounted  for  as  a  purchase,  62  self-storage
facilities (the Original  Properties) which had been owned and managed by Sovran
Capital,  Inc.  and  the  Sovran  Partnerships  (Predecessors  to the  Company).
Purchase accounting was applied to the acquisition of the Original Properties to
the extent cash was paid to purchase 100% of the limited  partnership  interests
in  the  Sovran  Partnerships,  prepay  outstanding  mortgages  at the  time  of
acquisition  and  for  related  transaction  costs.  Additionally,  the  Company
acquired on that date 12 self-storage  properties (the  Acquisition  Properties)
from unaffiliated  third parties.  The Company has since purchased a total of 18
self-storage  properties from unaffiliated  third parties,  increasing the total
number of self-storage properties owned at March 31, 1996 to 92 properties.

2.  Summary of Significant Accounting Policies

Basis of Presentation:
The Company was formed on April 19, 1995,  and  commenced  operations  effective
with the completion of the Offering on June 25, 1995. Accordingly,  there are no
historical  results of  operations  for the Company for the three  months  ended
March 31, 1995.

All of the  Company's  assets  are owned by,  and all its  operations  conducted
through  Sovran  Acquisition  Limited  Partnership  (the  Partnership).   Sovran
Holdings,  Inc., a wholly-owned  subsidiary of the Company (the Subsidiary),  is
the sole general  partner;  and the Company is the sole  limited  partner of the
Partnership.  The consolidated  financial  statements of the Company include the
accounts of the Company, the Partnership,  and the wholly-owned Subsidiary.  All
intercompany transactions and balances have been eliminated.

The combined  statements of operations and the combined statements of cash flows
for the period ended March 31, 1995 reflect the results of  operations of Sovran
Capital,  Inc. and the Sovran  Partnerships  (the  Predecessor).  Such financial
statements have been presented on a combined basis because the entities were the
subject  of the  business  combination  described  in Note 1.  All  intercompany
transactions and balances have been eliminated.

Cash and Cash Equivalents:
The Company considers all highly liquid debt instruments purchased with maturity
of three months or less to be cash equivalents.

Revenue Recognition:
Rental income is recorded when earned. Rental income received prior to the start
of the rental period is included in deferred revenue.

Interest and Other Income:
Other income consists  primarily of interest  income,  sales of  storage-related
merchandise (locks and packing supplies) and commissions from truck rentals.

Investment in Storage Facilities:
Storage  facilities  are recorded at cost.  Depreciation  is computed  using the
straight  line method over  estimated  useful lives of forty years for buildings
and  improvements,  and  five  to  twenty  years  for  furniture,  fixtures  and
equipment. Expenditures for significant renovations or improvements which extend
the useful  life of assets are  capitalized.  Repair and  maintenance  costs are
expensed as incurred.
<PAGE>
Long-Lived Assets:
In March 1995, the FASB issued Statement No. 121,  Accounting for the Impairment
of  Long-Lived  Assets  and for Long  -Lived  Assets to Be  Disposed  Of,  which
requires  impairment  losses  to  be  recorded  on  long-lived  assets  used  in
operations when indicators of impairment are present and the  undiscounted  cash
flows  estimated  to be  generated  by those  assets  are less than the  assets'
carrying  amount.  Statement 121 also  addresses the  accounting  for long-lived
assets that are expected to be disposed of. The Company adopted Statement 121 in
January, 1996 and has not realized,  nor expects to realize, any material effect
from this adoption.

Prepaid Expenses and Other Assets:
Included in prepaid expenses and other assets are prepaid operating expenses and
intangible  assets. The intangible assets at March 31, 1996 consist primarily of
loan acquisition costs of approximately $481, net of accumulated amortization of
approximately   $294,   organizational   costs  of  approximately  $56,  net  of
accumulated  amortization of approximately  $7, and a covenant not to compete of
approximately  $321, net of accumulated  amortization of approximately $29. Loan
acquisition costs are amortized over the terms of the related debt, organization
costs  are  amortized  over 5 years,  and the  covenant  is  amortized  over the
contract period of the agreement.

Income Per Share:
Net income per share is calculated  using the weighted  average number of shares
outstanding  during the  period.  In the first  quarter  of 1996,  the impact of
outstanding stock options is not materially dilutive.

Reclassifications:
Certain  previously  reported amounts have been reclassified to conform with the
current year presentation.

Income Taxes:
The Company qualifies as a REIT under the  Internal  Revenue  Code of 1986, as
amended, and will generally not be subject to corporate income taxes to the 
extent it distributes at least 95% of its taxable income to its shareholders
and complies with certain other requirements. Accordingly, no provision has been
made for income taxes in the accompanying financial statements.

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.

3.  Investment in Storage Facilities

The following  summarizes  activity in storage facilities during the period (in
thousands):

Cost
Balance at December 31, 1995 . . . . . . . . . . . . . . . . . . .$159,461
Property Acquisitions  . . . . . . . . . . . . . . . . . . . . . .  18,669
Improvements . . . . . . . . . . . . . . . . . . . . . . . . . . .      76
                                                                 ----------
Balance at March 31, 1996  . . . . . . . . . . . . . . . . . . . .$178,206
                                                                 ----------

Accumulated Depreciation
Balance at March 31, 1996        . . . . . . . . . . . . . . . . .$  2,348



4.  Line of Credit
In  June,  1995,  the  Company  entered  into  an  agreement  with  a  financial
institution  to  establish a two-year  revolving  credit  facility for up to $60
million,  secured by real estate.  At March 31, 1996, the Company had identified
and pledged properties sufficient to provide $45 million of such borrowings.  At
the Company's option, and upon pledging additional  properties,  the line can be
increased an additional $15 million. Interest on outstanding balances is payable
monthly at 260 basis points above LIBOR.  The commitment  fee was $281,250,  and
there is a facility fee attached to the line at the following  rates: i) .25% if
the  unused  commitment  (UC) is less than $30  million,  or  ii).375%  if UC is
greater than $30 million. At March 31, 1996, the Company was at the .25% rate.

The  loan  agreement  related  to  the  line  of  credit  provides  for  certain
restrictive covenants based on net worth and cash flow.

At March 31, 1996,  the Company had an  outstanding  balance of $23.8 million on
the line of credit.

<PAGE>
5.  Pro Forma Financial Information (Unaudited)

The following unaudited pro forma Condensed Statement of Operations is presented
as if the  consummation  of the  Offering,  the  purchase of the 12  Acquisition
Properties,  and the subsequent purchase of 18 additional storage facilities had
occurred at the  beginning of the periods  presented.  Such  unaudited pro forma
information  is based upon the historical  combined  statements of operations of
the Company and the  Predecessors,  and the  application  of the proceeds of the
Offering.  It should be read in conjunction with the financial statements of the
Company and the Predecessors and notes thereto included  elsewhere herein and in
the Prospectus  dated June 20, 1995,  relating to its initial public offering of
shares.  In  management's  opinion,  all  adjustments  necessary  to reflect the
effects of these transactions have been made. This unaudited pro forma statement
does not  purport to  represent  what the actual  results of  operations  of the
Company  would have been assuming such  transactions  had been  completed as set
forth  above nor does it purport to  represent  the  results of  operations  for
future periods.


(in thousands, except per share data)

                                             Three Months Ended March 31,
                                                      1996           1995
Revenues:
  Rental income                                  $   7,380        $  7,013
  Other income                                          91              84
                                                 ----------       ---------
     Total revenues                                  7,471           7,097

Expenses:
  Property operations & maintenance                  1,599           1,531
  Real estate taxes                                    555             526
  General and administrative                           507             507
  Interest                                             278             278
  Depreciation and amortization                        980             980
                                                 ----------       ---------
     Total Expenses                                  3,966           3,869
                                                 ----------       ---------

Net income                                       $   3,552        $  3,275
                                                 ----------       ---------

Earnings per share                               $    0.47        $   0.43
                                                 ----------       ---------

Common shares used in earnings
  per share calculation                          7,542,171         7,542,171


6.  Stock Options
The  Company  had  established  the 1995  Stock  Option  Plan (the Plan) for the
purpose of attracting and retaining the Company's  executive  officers and other
employees.  The options  vest  ratably  over four years,  and must be  exercised
within  10 years  from the date of  grant.  The  exercise  price  for  qualified
incentive options must be at least equal to the fair market value at the date of
grant. The Plan  expires  March 31,  2006.  As of March 31,  1996,  options for
258,000 shares had been granted under the Plan at an exercise price of $23.00 
per share.  The total options available under the plan is 400,000.

The Company also  established  the Stock Option Plan for  Nonemployee  Directors
(the Nonemployee  Plan) for the purpose of attracting and retaining the services
of  experienced  and  knowledgeable  outside  directors.  The  Nonemployee  Plan
provides for the annual  granting of options to purchase  2,500 shares of common
stock. Such options vest upon continued service until the next annual meeting of
the Company. The total shares reserved under the Nonemployee Plan is 50,000. The
exercise price for options granted under the  Nonemployee  Plan is equal to fair
market value at date of grant.  As of March 31, 1996,  options for 10,000 shares
had been granted under the Nonemployee  Plan at an exercise price of the average
market price of $23.00 per share.
<PAGE>
7.  Commitments and Contingencies
The Company's  current practice is to conduct  environmental  investigations  in
connection with property acquisitions. At this time, the Company is not aware of
any environmental  contamination of any of its facilities which  individually or
in the aggregate would be material to the Company's overall business,  financial
condition, or results of operations.

As of March 31, 1996, the Company had entered into contracts for the purchase of
three  self-storage  facilities.  All of these  facilities  are  scheduled to be
acquired in May, 1996 at a total cost of $4.4 million.

8.  Legal Proceedings 
The Company is a party to proceedings arising in the ordinary course of
operation of self-stsorage facilities.  However, the Company does not believe
that these matters, individually or in the aggregate, will have a material
adverse effect on the Company.

A former business associate of Messrs. Attea, Myszka, Rogers and Lannon filed
a lawsuit against the Company on June 13, 1995 in the United States District
Court for the Northern District of Ohio, alleging breach of fiduciary duty,
breach of contract, fraud and violation of trade name rights in connection with
the Formation Transactions and the Offering.  The lawsuit seeks money damages as
well as declaratory and injunctive relief and an accounting.  Messrs. Attea,
Myszka, Rogers and Lannon have agreed to indemnify the Company for any loss
arising from the lawsuit.  The Company has answered denying the material
allegations of the complaint and interposing nine affirmative defenses, and the
parties are currently involved in discovery.  The Company intends to vigorously
defend the lawsuit, and does not believe it will have a material adverse effect
upon the Company. 


<PAGE>


Management's Discussion and Analysis
of Financial Condition and Results of Operations

        The following  discussion  and analysis of the  consolidated  financial
condition  and  results of  operations  should be read in  conjunction  with the
financial statements and notes thereto included elsewhere in this report.
        The Company  operates as a Real Estate  Investment  Trust  (REIT) and
owns and operates a portfolio of 92 self-storage  facilities,  providing storage
space for business and personal use to some 40,000  customers in 15 states.  The
Company's  investment objective is to increase cash flow and enhance shareholder
value by  aggressively  managing  its  portfolio,  to  expand  and  enhance  the
facilities  in that  portfolio  and to  selectively  acquire new  properties  in
geographic areas that will either complement or efficiently grow the portfolio.

Liquidity and Capital Resources
Revolving Credit Facility:  In June, 1995, the Company entered into an agreement
with a financial  institution to establish a revolving credit facility for up to
$60  million,  secured  by real  estate.  At March 31,  1996,  the  Company  had
identified  and  pledged  properties  sufficient  to provide $45 million of such
borrowings;  at the Company's option, and upon pledging  additional  properties,
the line can be increased an  additional  $15 million.  Interest on  outstanding
balances is payable monthly at 260 basis points above LIBOR.  The commitment fee
was  $281,250,  and the term of the  agreement  is for two  years.  The  Company
intends to use funds  available  from this  credit  facility  to finance  future
acquisition  and  development  plans  described  below.  At March 31, 1996,  the
Company had remaining borrowing capacity of $21 million on the line.

Umbrella  Partnership  REIT:  The Company was formed as an Umbrella  Partnership
Real Estate  Investment  Trust (UPREIT) and, as such, has the ability to issue
operating   partnership   (OP)  units  in  exchange  for  properties  sold  by
independent  owners.  By  utilizing  such  OP  units  as  currency  in  facility
acquisitions,  the Company may partially defer the seller's income-tax liability
and obtain more  favorable  pricing or terms.  As of March 31, 1996, no OP units
have been issued.

Acquisition of Properties: The Company's external growth strategy is to increase
the number of facilities it owns by acquiring suitable  facilities in markets in
which it  already  has an  operating  presence  or to expand in new  markets  by
acquiring several  facilities at once in those new markets.  In the three months
ended March 31, 1996,  this strategy was implemented in new markets by acquiring
five facilities in Texas: three facilities in the Dallas-Ft.  Worth area and two
facilities in San Antonio.  The Company also increased its existing  presence in
Birmingham and Montgomery,  Alabama, Newport News, Virginia,  Charleston,  South
Carolina, and Tampa, Florida. Total acquisitions in the three months ended March
31,  1996  added  527,500  square  feet of space and 4,000  rental  units to the
Company's portfolio.

Future  Acquisition and Development  Plans:  The Company intends to continue its
external  growth  strategy by  increasing  the number of  facilities  it owns in
Florida, Alabama, North Carolina, and New York. It is also negotiating contracts
to enter new markets in Virginia.
         The Company also intends to improve certain of its existing  facilities
by  building  additional  storage  buildings  on  presently  vacant  land and by
installing climate control and enhanced security systems at selected sites.

Liquidity:  At March 31,  1996,  the  Company's  debt to  equity  ratio was 16%,
providing considerable flexibility and room for growth. Continued acquisition of
existing properties represents the Company's principal liquidity requirement. As
most  of the  Company's  operating  cash  flow  is  expected  to be  used to pay
dividends,  see REIT  Qualification  and  Distribution  Requirements,  the funds
required to acquire these  additional  properties will be provided by borrowings
pursuant  to the  revolving  line of credit or other  debt  instruments  and the
issuance of OP units.  The Company  intends to incur  additional  borrowings for
such purposes in a manner  consistent  with its policy of limiting the Company's
indebtedness  at  the  time  of  incurrence  to not  more  than  50%  of  market
capitalization.


REIT Qualification and Distribution Requirements:  As a REIT, the Company is not
required  to pay  federal  income  tax on  income  that  it  distributes  to its
shareholders,  provided that the amount  distributed is equal to at least 95% of
taxable  income.  These  distributions  must be made in the year to  which  they
relate or in the following year if declared before the Company files its federal
income-tax  return and if it is paid  before the first  regular  dividend of the
following year.
         As a REIT,  the  Company  must  derive at least 95% of its total  gross
income from income  related to real  property,  interest and  dividends.  In the
three months ended March 31, 1996, the Company's percentage of revenue from such
sources  exceeded 98%, thereby passing the 95% test, and no special measures are
expected to be required to enable the Company to maintain its REIT designation.
<PAGE>
Results of Operations
The following  discussion is based on the consolidated  financial  statements of
the Company as of March 31, 1996 and the combined  statements of Sovran Capital,
Inc. and the Sovran  Partnerships  (the predecessors to the Company) as of March
31, 1995.
         The  combined  financial  statements  of Sovran  Capital,  Inc. and the
Sovran  Partnerships  combine the results of operations of the partnerships that
previously owned the properties and the management operations of Sovran Capital,
Inc., all of which was contributed to the Company in the formation transactions.
Sovran Capital,  Inc. and the Sovran Partnerships are considered the predecessor
entity to the Company,  and the combined financial  statements are presented for
comparative purposes.

For the Period January 1, 1996 through March 31, 1996:
         Income during the period was derived  from 60  properties  operated by
Sovran Capital, Inc. in 1994, 2 facilities  purchased  by Sovran  Capital,  Inc.
in early 1995, 12 properties acquired concurrently with the initial public 
offering ("IPO") and 18 properties purchased by the Company since the IPO.
         The Company  reported  revenues of $6,944,000 during the period and
incurred $2,027,000 in operating expenses,  resulting in net operating income of
$4,917,000.  The gross  operating  margin of 71% is one of the highest in the
industry  and  reflects  a   corporate-wide   effort  to  operate  the  business
efficiently.  General  and  administrative  expenses  of $513,000,  interest
expense of $278,000 and depreciation and amortization  expenses of $980,000
were incurred during the period, resulting in a net income of $3,152,000.

Three Months Ended March 31, 1996, compared to Three Months Ended March 31,
1995:
         The following  discussion  compares the activities of the Company for
the three months ended March 31, 1996 with the activities of Sovran Capital,
Inc. and the Sovran Partnerships for the three months ended March 31, 1995.
         Total  revenues  increased  from  $4,816,000 for the three months ended
March 31, 1995 to  $6,944,000  for the three  months  ended March 31,  1996,  an
increase  of  $2,128,000,   or  44%.  Of  this,  $1,997,000  resulted  from  the
acquisition of 32 properties  during the period from March,  1995 through March,
1996. An additional  $136,000 was realized by imposing an average 4% rental-rate
increase  at the 60  properties  owned by the  Company for the entire year 1995.
Occupancy  slipped  slightly  from 86.6% to 86.5%,  primarily  in the  Company's
Florida and northeastern  markets;  but overall,  same-store revenues grew 4.06%
for the three month  period  ended March 31, 1996 as compared to the same period
in 1995.
         Property operating and real estate tax expense increased  $630,000,  or
45%, during the period. Of this,  $577,000 was a result of absorbing  additional
expenses from operating the newly acquired properties.  The remaining $53,000 is
attributable to increased costs, primarily snow removal, in the operation of the
Company's sites operated for more than one year.
         General and administrative  expenses decreased $60,000 principally as
a result of the elimination of partnership syndication, management and
administration costs.  These savings were offset by additional expenses
associated  with  reporting as a public company.
         Interest expense  decreased  $1,350,000,  because on June 25, 1995, all
outstanding  debt of Sovran Capital,  Inc. and the Sovran  Partnerships was paid
from the  proceeds of the public  offering.  A sum of  $18,809,000  was borrowed
pursuant to the Company's line of credit during the three months ended March 31,
1996, and the  $5,000,000  owed at December 31, 1995 on that same line of credit
is still  outstanding.  These  borrowings  resulted  in an  interest  expense of
$278,000.
         Earnings before interest, depreciation, and amortization increased from
$2,852,000 to $4,410,000, an increase of $1,558,000, or 54.6%.

Pro Forma Three Months Ended March 31, 1996 Compared to Pro Forma Three Months
Ended March 31, 1995:
         The Company  believes that pro forma results of operations are
important to provide an understanding of results of operations in its first
year of operation.  The pro forma  information  includes  the results of the 32
properties acquired in 1995 and 1996 as if they had been acquired on January 1,
1995.
         First quarter 1996 revenues were $7,471,000, an increase of 5.3% over 
first quarter 1995 revenues.  This increase was achieved by increasing rental 
rates by 4.2%, and increasing occupancy by 1.1%.  Property operating expense 
increased by 4.4%, and real extate taxes increased by 5.5% over 1995 levels.  
Accordingly, net operating income improved from $5,040,000 in 1995 to $5,317,000
in 1996, an increase of 5.5%. 

Inflation
The  Company  does not  believe  that  inflation  has had or will  have a direct
adverse  effect  on its  operations.  Substantially  all of  the  leases  at the
facilities allow for monthly rent increases,  which provide the Company with the
opportunity to achieve increases in rental income as each lease matures.

Seasonality
The  Company's  revenues  typically  have been  higher  in the third and  fourth
quarter,  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, summer and early fall months due to the greater incidence of residential
moves during these periods.  However,  the Company believes that its tenant mix,
diverse  geographic  locations,  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 affect
materially distributions to shareholders.
<PAGE>


                           PART II - OTHER INFORMATION


Item 1   Legal Proceedings
         Not Applicable

Item 2   Changes in Securities
         Not Applicable

Item 3   Defaults Upon Senior Securities
         Not Applicable

Item 4   Submission of Matters to a Vote of Security Holders
         Not Applicable

Item 5   Other Information
         Not Applicable

Item 6 Exhibits and Reports on 8-K
         (a)  Exhibits:  None required
         (b)  Reports on Form 8-K:
                No reports on Form 8-K were required to be filed during the
                quarter ended March 31, 1996.


<PAGE>


                            SOVRAN SELF STORAGE, INC.

                                   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.





                                   SOVRAN SELF STORAGE, INC.
                                   Registrant


May 15, 1996                       David L. Rogers
Date
                                   David L. Rogers
                                   Chief Financial Officer and Secretary




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<NAME>                        Sovran Self Storage, Inc.
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