SOVRAN SELF STORAGE INC
10-Q, 1997-11-13
REAL ESTATE INVESTMENT TRUSTS
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     FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

(Mark One)

x  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
 ACT OF 1934

For the quarterly period ended September 30, 1997

                                       OR

o  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
 ACT OF 1934

For the transition period from ________ to ___________

Commission file number: 1-13820


                            Sovran Self Storage, Inc.
             (Exact name of Registrant as specified in its charter)

Maryland                                                     16-1194043
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

5166 Main Street
Williamsville, NY 14221
(Address of principal executive offices)  (Zip code)

                                         (716) 633-1850
                           (Registrant's telephone number including area code)

                                          Not applicable
                           (Former name, former address, and former fiscal year,
                            if changed since last report)

         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 ____








              APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

         Indicate by check mark whether the  registrant  has filed all documents
and reports  required  to be filed by Section 12, 13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.
Yes ____ No ____

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

         Indicate the number of shares  outstanding of each of the  registrant's
classes of common stock, as of the latest practicable date.

Title                                                        Outstanding

Common Stock, $.01 par value per share.                       12,220,921 shares



<PAGE>


Part I.  Financial Information

Item 1.  Financial Statements

                                SOVRAN SELF STORAGE, INC.
                               CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>


  .................................................... September 30  December 31
(dollars in thousands, except share data) ............        1997         1996
                                                        ----------   ----------
<S>                                                    <C>          <C>     
Assets
  Investment in storage facilities:
    Land .............................................  $   69,885   $   49,591
    Building and equipment ...........................     254,058      171,120
                                                        ----------   ----------
                                                           323,943      220,711
    Less: accumulated depreciation ...................      (9,898)      (5,457)
                                                        ----------   ----------
  Investments in storage facilities, net .............     314,045      215,254
  Cash and cash equivalents ..........................       2,131       16,687
  Accounts receivable ................................         771          482
  Prepaid expenses and other assets ..................       2,389        2,992
                                                        ----------   ----------
    Total Assets .....................................  $  319,336   $  235,415
                                                        ==========   ==========
Liabilities
  Line of credit .....................................  $   28,000        $ -
  Accounts payable and accrued liabilities ...........       3,492        1,197
  Deferred revenue ...................................       2,060        1,367
  Accrued dividends ..................................       6,599        5,567
  Mortgage payable ...................................       3,559          -
                                                        ----------   ----------
    Total Liabilities ................................      43,710        8,131
  Minority interest ..................................      10,939        3,655
Shareholders' Equity
  Common stock $.01 par value, 100,000,000
    shares authorized, 12,220,921 shares
    issued and outstanding
    (10,706,671 at December 31, 1996) ................         122          107
   Preferred stock, 10,000,000 shares
    authorized, none issued and out-
    standing, 250,000 shares designated
    as Series A Junior Participating
    Preferred Stock, $.01 par value ..................         -            -
  Additional paid-in capital .........................     270,044      227,719
  Unearned restricted stock ..........................         (30)         (39)
  Dividends in excess of net income ..................      (5,449)      (4,158)
                                                        ----------   ----------
    Total shareholders' equity .......................     264,687      223,629
                                                        ----------   ----------
     Total Liabilities and Shareholders' Equity ......  $  319,336   $  235,415
                                                        ==========   ==========
See notes to financial statements

</TABLE>


<PAGE>



                                  SOVRAN SELF STORAGE, INC.

                            CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>


  ..................................................   .July 1,       July 1, 
  ....................................................    to            to
(dollars in thousands, except per share data) .     September 30,  September 30,
                                                         1997           1996
                                                     ------------   -----------
<S>                                                    <C>          <C>

Revenues:
  Rental income ......................................  $   13,161   $    8,911
  Interest and other income ..........................         159          123
                                                               ---          ---
     Total revenues ..................................      13,320        9,034

Expenses:
  Property operations & maintenance ..................       2,571        1,806
  Real estate taxes ..................................       1,056          704
  General and administrative .........................         697          710
  Interest ...........................................         592          956
  Depreciation and amortization ......................       1,845        1,207
                                                             -----        -----
     Total expenses ..................................       6,761        5,383

Income before minority interest ......................       6,559        3,651

  Minority interest ..................................        (200)          (7)
                                                              ----           -- 
Net Income ...........................................  $    6,359   $    3,644
                                                        ==========   ==========

Earnings per share ...................................  $     0.52   $     0.48
                                                        ==========   ==========

Common shares used in earnings per ...................         
  share calculation ..................................  12,220,921    7,544,171

Dividends declared per share .........................  $     0.54   $     0.52
                                                        ==========   ==========

See notes to financial statements ....................


</TABLE>





                                
<PAGE>



                                SOVRAN SELF STORAGE, INC.

                          CONSOLIDATED STATEMENT OF OPERATIONS


<TABLE>
<CAPTION>
 
                                                        January 1,    January 1,
 (dollars in thousands, except                             to            to
 per share data) ........    .................       September 30, September 30,
                                                          1997          1996    
                                                     ------------   ------------
<S>                                                    <C>          <C> 

Revenues:
  Rental income ......................................  $   35,464   $   23,582
  Interest and other income ..........................         527          357
                                                        ----------   ----------
     Total revenues ..................................      35,991       23,939

Expenses:
  Property operations & maintena .....................       6,979        4,820
  Real estate taxes ..................................       2,832        1,783
  General and administrative .........................       2,027        1,825
  Interest ...........................................       1,410        1,846
  Depreciation and amortization ......................       5,061        3,252
                                                        ----------   ----------
     Total expenses ..................................      18,309       13,526

Income before minority interest ......................      17,682       10,413

  Minority interest ..................................        (450)          (7)
                                                        ----------   ----------

Net Income ...........................................  $   17,232   $   10,406
                                                        ==========   ==========

Earnings per share ...................................  $     1.49   $     1.38
                                                        ==========   ==========

Common shares used in earnings per
  share calculation ..................................  11,602,877    7,544,053

Dividends declared per share .........................  $     1.58   $     1.53
                                                        ==========   ==========

See notes to financial statements

</TABLE>

<PAGE>

                                  SOVRAN SELF STORAGE, INC.

                                   STATEMENT OF CASH FLOW

<TABLE>
<CAPTION>


  ..............................................        January 1,    January 1,
  ...............................................          to            to
(dollars in thousands, except per share data) .....  September 30, September 30,
                                                          1997         1996
                                                          ----         ----
<S>                                                    <C>          <C>    

Operating Activities
Net income ...........................................  $   17,232   $   10,406
Adjustments to reconcile net income
  to net cash provided by operating activities:
  Depreciation and amortization ......................       5,061        3,252
  Minority interest ..................................         450            7
  Restricted stock earned ............................          10          -
  Changes in assets and liabilities:
     Accounts receivable .............................        (289)        (149)
     Prepaid expenses and other assets ...............          17         (479)
     Accounts payable and other liabilities ..........       3,325        1,679
     Deferred revenue ................................         693          301
                                                             -----        -----
Net cash provided by operating activities ............  $   26,499   $   15,017
                                                        ----------   ----------

Investing Activities
  Additions to storage facilities ....................     (92,386)     (55,124)
  Additions to other assets ..........................         (10)      (1,252)
  Restricted cash ....................................         -            - 
                                                            ------       ------
Net cash used in investing activities ................  $  (92,396)  $  (56,376)
                                                        ----------   ---------- 

Financing Activities
  Net proceeds from sale of common stock .............  $   42,340        $ -
  Proceeds from line of credit draw down .............      28,000       54,310
  Dividends paid .....................................     (18,522)     (11,428)
  Minority interest distributions ....................        (477)         -
                                                            ------        -----    
Net cash provided by financing activities ............  $   51,341   $   42,882
                                                        ----------   ----------
Net increase (decrease) in cash ......................     (14,556)       1,523
Cash at beginning of period ..........................      16,687          732
                                                            ------          ---
Cash at end of period ................................  $    2,131   $    2,255
                                                        ==========   ==========

Supplemental cash flow information
     Cash paid for interest ..........................  $    1,410   $    1,846
</TABLE>

See notes to financial statements ....................


                                 


<PAGE>


                                 SOVRAN SELF STORAGE, INC.

                                  STATEMENT OF CASH FLOW



<TABLE>
<CAPTION>
<S>                                                                   <C>    


Supplemental cash-flow information for the nine months
  ended September 30, 1997
(dollars in thousands)
- --------------------------------------------------------------------------------

  Storage facilities acquired through the issuance of
    minority interest in the operating partnership                      $ 7,313

   Fair value of net liabilities assumed on the acquisition
     of storage facilities                                                3,559
- --------------------------------------------------------------------------------


Dividends declared but unpaid were $6,599 at
September 30, 1997 and $5,567 at December 31, 1996.


</TABLE>













See notes to financial statements

                             






















<PAGE>



                   Notes to Consolidated Financial Statements
                                   (Unaudited)


1.  Basis of Presentation
         The accompanying unaudited financial statements of Sovran Self Storage,
Inc. (the Company) have been  prepared in  accordance  with  generally  accepted
accounting   principles  for  interim   financial   information   and  with  the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not  include all  information  and  footnotes  required  by  generally  accepted
accounting  principles  for  complete  financial  statements.  In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating results for the
nine month  period  ended  September  30,  1997 and  September  30, 1996 are not
necessarily  indicative  of the results  that may be expected for the year ended
December 31, 1997.

2.  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 78 (41 in 1997, 29 in 1996 and 8 in 1995) self-storage  properties from
unaffiliated  third  parties,   increasing  the  total  number  of  self-storage
properties owned at September 30, 1997 to 152 properties.
         On  October  1,  1996,  the  Company  completed  a public  offering  of
2,750,000  common  shares at  $26.00  per  share.  On  October  8, 1996 the over
allotment  of the public  offering of 412,500  common  shares was  exercised  at
$26.00 per share. Net of underwriting  discounts and offering costs, the Company
received $77 million in proceeds from this offering.  The net proceeds have been
used to repay  indebtedness  under the line of  credit,  which was  incurred  in
property acquisitions, and to acquire additional self storage facilities.
         On April 16, 1997,  the Company  completed  the offering of 1.5 million
shares of its  common  stock.  The  offering  was  priced at  $29.625  per share
resulting in gross proceeds of $44.44 million.  Net proceeds were  approximately
$42.2 million,  which will be used to reduce outstanding  indebtedness  incurred
under the Company's $75 million credit facility.



<PAGE>



3.  Commitments and Contingencies
         The   Company's   current   practice   is  to   conduct   environmental
investigations in connection with 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 September 30, 1997, the Company had entered into contract for the
purchase of five self-storage facilities for a total cost of $12.5 million .

4.  Pro Forma Financial Information
         The following  unaudited pro forma Condensed Statement of Operations is
presented  as if the 1997  offering and the  purchase of 41  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.  It  should  be read in  conjunction  with  the
financial statements of the Company and notes thereto included elsewhere herein.
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)
<TABLE>
<CAPTION>

                                            Nine Months Ended September 30,
                                             1997                     1996
                                      ----------------          ---------------
<S>                                  <C>                       <C>    

Revenues:
     Total revenues                   $         39,814          $        37,788

Expenses:
  Property operations & maintenance              7,816                    7,817
  Real estate taxes                              3,183                    2,955
  General and administrative                     2,100                    1,995
  Interest                                       1,942                    1,942
  Depreciation and amortization                  5,638                    5,638
                                                 -----                   ------
     Total Expenses                             20,679                   20,347
                                                ------                   ------
                                    -
Income before minority interest                 19,135                   17,441

  Minority interest                               (583)                    (531)
                                                  ----                     ---- 
                                                     

Net Income                            $         18,552           $       16,910
                                      ================           ==============
                                               
Earnings per share                    $           1.52           $         1.38
                                      ================           ==============
Common shares used in earnings
per share calculation                       12,220,921               12,220,921
</TABLE>

5.  Recent  Accounting  Developments
     In February of 1997,  Statement of Financial  Accounting  Standards  (SFAS)
No.128,  "Net  Income  Per Sare" was issued and is  effective  for fiscal  years
ending  after  December  15,  1997.  The  statement  establishes  standards  for
computing and presenting net income per share.  Upon adoption,  all prior period
data presented will be restated to conform to the provisions of SFAS No.128. The
adoption  of SFAS  No.128  is not  expected  to have a  material  impact  on the
financial statements of the Company.

                               
<PAGE>

         Item 2.  Management's Discussion and Analysis of Financial Condition
and Results of Operation
         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 152 self-storage facilities,  providing storage
space for business and personal use to some 62,000  customers in 16 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. In August,  1996, the Company executed a modification of
the credit  facility  which  increased  the  amount  available  to $75  million.
Interest on  outstanding  balances is payable  monthly at 190 basis points above
LIBOR.  The term of the agreement is for two years,  expiring  August 1998.  The
Company  intends to use funds  available  from this  credit  facility to finance
future acquisition and development plans described below. At September 30, 1997,
the Company had remaining borrowing capacity of $47 million on the line.

Umbrella Partnership REIT
         The  Company was formed as an Umbrella  Partnership  Real Estate  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 September 30, 1997,  units totaling  383,858.54  have been issued in exchange
for property.
                                    
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 into new markets by  acquiring
several  facilities  at once in those new  markets.  In the three  months  ended
September 30, 1997, the Company  acquired five  properties in existing  markets.
Three of the properties  are located in Atlanta,  Georgia and two properties are
located in Greensboro,  North Carolina.  Total  acquisitions in the three months
ended  September  30, 1997 added  249,368  square feet of space and 2,042 rental
units to the Company's portfolio.

Future Acquisition and Development Plans
         The Company  continued its external  growth  strategy by increasing the
number of facilities it owns in Georgia and North Carolina.
         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  September  30,  1997,  the  Company's  debt to  equity  ratio  was 12%,
providing  considerable  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 UPREIT
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  incurring  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 September 30, 1997, 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 financial statements of the
Company as of September 30, 1997 and September 30, 1996.

For the period January 1, 1997 through September 30, 1997
         The  Company  reported  revenues of  $35,990,701  during the period and
incurred $9,810,380 in operating expenses,  resulting in net operating income of
$26,180,321.  The gross  operating  margin of 73% is one of the  highest  in the
industry  and  reflects  a   corporate-wide   effort  to  operate  the  business
efficiently. General and administrative expenses of $2,026,949, interest expense
of $1,410,300 and  depreciation  and  amortization  expenses of $5,060,848  were
incurred  during  the  period,  resulting  in an  income of  $17,682,223  before
minority  interest  deduction.  Net Income after minority  interest  amounted to
$17,232,005.

Three months ended September 30, 1997,  compared to Three months ended September
30, 1996
         The following discussion compares the activities of the Company for the
three months ended September 30, 1997 with the activities of the Company for the
three months ended September 30, 1996.
     Total  revenues  increased  from  $9,034,448  for the  three  months  ended
September 30, 1996 to $13,319,997 for the three months ended September 30, 1997,
an  increase  of  $4,285,549,  or 47%.  Of  this,$3,924,413  resulted  from  the
acquisition  of 52 properties  during the period July 1, 1996 through  September
30, 1997 and $354,409  was  realized as a result of  increased  rental rates and
occupancy  levels at the 100  properties  owned by the Company at June 30, 1995.
Overall,  same-store  revenues  grew  4.14% for the  three  month  period  ended
September  30, 1997 as compared to the same period in 1996.
        Property  operating and real estate tax expense increased $1,117,307 or
44.5%,  during  the  period.  $1,072,394  was a result of  absorbing  additional
expenses  from  operating  the newly  acquired  properties  and $44,913 from the
operations of its sites operated more than one year.  General and administrative
expenses decreased $12,986.
         Interest  expense  decreased  $364,344  as a  result  of the  Company's
application  of $42.2  million  of net  proceeds  from the sale of common  stock
toward  the total  repayment  of its line of  credit  balance  outstanding.  The
Company's  balance  outstanding  on the line  increased by  $13,000,000  for the
period  July 1 through  September  30  representing  funds  borrowed  to finance
acquisitions.
         Earnings before interest, depreciation, and amortization increased from
$5,814,315 to $8,995,542, an increase of $3,181,227, or 54.7%.

Pro Forma Nine Months Ended September 30, 1997 Compared to Pro Forma Nine Months
Ended September 30, 1996.
         The Company believes that pro forma results of operations are important
to  provide an  understanding  of  results  of  operations  in its first year of
property  operation.  The pro forma  information  includes the results of the 41
properties acquired in 1997 as if they had been acquired on January 1, 1996.
         Revenues for the three months ended September 30, 1997 were $39,814,000
compared to revenues of $37,788,000  for the same period in 1996, an increase of
5%. This improvement is primarily due to an increase in overall  occupancy,  and
from rental rate increases ranging from 2% to 8% at the properties.
         Property  operating costs and property tax expense were  $10,999,000 or
28% of  revenues  for the  nine  month  period  ended  September  30,  1997  and
$10,772,000  or 29% of revenues for the period  ended  September  30, 1996.  The
Company  believes the  efficiencies it obtains by "clustering" its properties in
market  areas,  its  attention to cost saving  measures and its  persistence  in
protesting  property tax  increases  has enabled it to  effectively  contain its
costs.
         Operating  income   increased  from  $27,016,000  to  $28,815,000,   an
improvement of 6.7% as a result of the above.

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  quarters,  primarily  because the Company  increases its rental rates on
most of its  storage  units at the  beginning  of May and,  to a lesser  extent,
because self-storage  facilities tend to experience greater occupancy during the
late  spring,  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  geographical  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

         The Company is a party to proceedings arising in the ordinary course of
operation of self-storage facilities. However, the Company does not believe that
these matters,  individually or in the aggregate,  will have a material  adverse
effect on the Company.
         Robert J. Amsdell,  a former business associate of certain officers and
directors of the Company, including Robert J. Attea, Kenneth F. Myszka, David L.
Rogers and  Charles E.  Lannon  filed a lawsuit  against the Company on June 13,
1995 in the United States  District Court for the Northern  District of Ohio, in
connection with the formation of the Company as a REIT and related  transactions
, as well as the Initial Offering.  On April 29, 1996, Mr. Amsdell filed a first
amended  complaint in the lawsuit  alleging breach of fiduciary duty,  breach of
contract,  breach of general  partnership/joint  venture arrangement,  statutory
violations regarding dissolution of general partnership or joint venture, breach
of duty of good faith and fair  dealing,  fraud and  deceit,  interference  with
prospective advantage, and violation of trademark/trade name rights. Mr. Amsdell
is seeking money damages in excess of $25 million,  as well as punitive  damages
and   declaratory  and  injunctive   relief   (including  the  imposition  of  a
constructive  trust on assets of the Company in which Mr. Amsdell claims to have
a continuing interest) and an accounting. The first amended complaint also added
Messrs. Attea, Myszka, Rogers and Lannon as additional  defendants.  The parties
are currently  involved in discovery.  The Company intends to vigorously  defend
the lawsuit.  Messrs.  Attea, Myszka,  Rogers and Lannon have agreed to idemnify
the Company for any loss arising from the lawsuit. The Company believes that the
actual amount of Mr. Amsdell's  recovery in this matter, if any, would be within
the ability of these individuals to provide idemnification. The Company does not
believe that the lawsuit will have a material adverse effect upon the Company.

Item 6.  Exhibits and Reports on Form 8-K
(a)       Exhibits: None required
(b)       Report on Form 8-K
            Acquisition of 42 facilities

Financial Statements:
          Report of Independent Auditors
          Acquistition Facilities Historical Summaries of Combined Gross Revenue
          and Direct Operating Expenses for the year ended December 31, 1996 and
          the six months ended June 30, 1997.  Acquisition  Facilities  Notes to
          Historical  Summaries of Combined  Gross Revenue and Direct  Operating
          Expenses for the year ended December 31, 1996 and the six months ended
          June 30, 1997.

Pro Forma Financial Information
          Sovran Self Storage,  Inc., Pro Forma Combined  Financial  Information
          Sovran Self Storage, Inc., Pro Forma Combined Balance Sheet as of June
          30, 1997 Sovran Self Storage,  Inc., Pro Forma  Combined  Statement of
          Operations For the Six months ended June 30, 1997 Sovran Self Storage,
          Inc.,  Pro Forma  Combined  Statement of Operations For the Year ended
          December  31,  1996  Sovran  Self  Storage,  Inc.,  Notes to Pro Forma
          Combined Financial Statements

Exhibits:
          Consent of Independent Auditors, Ernst & Young LLP.

Date of Filing: October 24, 1997

<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.

                            Sovran Self Storage, Inc.

November 13, 1997              By:__/S/  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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