SOVRAN SELF STORAGE INC
10-Q, 1997-08-14
REAL ESTATE INVESTMENT TRUSTS
Previous: OBJECTIVE COMMUNICATIONS INC, 10QSB, 1997-08-14
Next: HIGHWAYMASTER COMMUNICATIONS INC, 10-Q, 1997-08-14





                                         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 June 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 ____




<PAGE>





              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 shar             12,220,921 common shares



<PAGE>



Part I.  Financial Information

Item 1.  Financial Statements

                            SOVRAN SELF STORAGE, INC.

                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                 June 30,        December 31,
(dollars in thousands, except share data)          1997             1996
- -----------------------------------------
                                             
                                                  ----------     ------------

<S>                                               <C>            <C>    
                                                                    
Assets
Investment in storage facilities:
   Land ........................................   $  66,950    $  49,591
     Building and equipment ....................     241,139      171,120
                                                     --------     --------
                                                     308,089      220,711
     Less: accumulated depreciation ............      (8,262)      (5,457)
                                                     --------     --------

  Investments in storage facilities, net .......     299,827      215,254
  Cash and cash equivalents ....................       3,316       16,687
  Accounts receivable ..........................         685          482
  Prepaid expenses and other assets ............       2,092        2,992
                                                    --------     --------
    Total Assets ...............................   $ 305,920    $ 235,415
                                                    ========     ========
Liabilities
  Line of credit ...............................   $  15,000    $       -
  Accounts payable and accrued liabilities .....       3,004        1,197
  Deferred revenue .............................       2,050        1,367
  Accrued dividends ............................       6,355        5,567
  Mortgage payable .............................       3,559            -
                                                    --------     --------
    Total Liabilities ..........................      29,968        8,131
  Minority interest ............................      10,948        3,655
Shareholders' Equity
  Common stock $.01 par value, 100,000
    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 outstanding,
    250,000 shares designated as Series A
    Junior Participating  Preferred Stock,
    $.01 par value .............................         -            -
  Additional paid-in capital ...................     270,123      227,719
  Unearned restricted stock ....................         (33)         (39)
  Dividends in excess of net income ............      (5,208)      (4,158)
                                                    --------     --------
    Total shareholders' equity .................     265,004      223,629  
                                                     -------      -------                     
                                                                               

      Total Liabilities and Shareholders' Equity   $ 305,920    $ 235,415
                                                    ========     ========
</TABLE> 

                                                                          
See notes to financial statements.

                                       1
<PAGE>


                            SOVRAN SELF STORAGE, INC.

                      CONSOLIDATED STATEMENT OF OPERATIONS


<TABLE>
<CAPTION>





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

Revenues:
  Rental income .............................   $     11,724    $      7,814
  Interest and other income .................            214             146
                                                ------------    ------------
     Total revenues .........................         11,938           7,960

Expenses:
  Property operations & maintenance .........          2,254           1,500
  Real estate taxes .........................            918             566
  General and administrative ................            586             608
  Interest ..................................            306             611
  Depreciation and amortization .............          1,685           1,065
                                                ------------    ------------
     Total expenses .........................          5,749           4,350
                                                ------------    ------------

Net income before minority interest .........          6,189           3,610

  Minority interest .........................           (186)            -
                                                ------------    ------------
Net Income ..................................   $      6,003    $      3,610
                                                ============    ============
Earnings per share ..........................   $       0.50    $       0.48
                                                ============    ============
Common shares used in earnings per
  share calculation .........................     11,815,534       7,544,171

Dividends declared per share...............     $       0.52    $      0.505
                                                ============    ============


</TABLE>

See notes to financial statements






                                       2
<PAGE>


                            SOVRAN SELF STORAGE, INC.

                      CONSOLIDATED STATEMENT OF OPERATIONS




<TABLE>
<CAPTION>



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

Revenues:
  Rental income .............................   $     22,302    $     14,671
  Interest and other income .................            368             233
                                                ------------    ------------
     Total revenues .........................         22,670          14,904
Expenses:
  Property operations & maintenance .........          4,408           3,014
  Real estate taxes .........................          1,775           1,079
  General and administrative ................          1,330           1,115
  Interest ..................................            818             889
  Depreciation and amortization .............          3,216           2,045
                                                ------------    ------------
     Total expenses .........................         11,547           8,142
                                                ------------    ------------
Net income before minority interest .........         11,123           6,762
  Minority interest .........................           (250)            -
                                                ------------    ------------
Net Income ..................................   $     10,873    $      6,762
                                                ============    ============


Earnings per share ..........................   $       0.96    $       0.90
                                                ============    ============


Common shares used in earnings per
  share calculation share ...................     11,261,386       7,543,993


Dividends declared per share ................   $       1.04    $      1.010
                                                ============    ============
</TABLE>

See notes to financial statements




                                       3
<PAGE>




                            SOVRAN SELF STORAGE, INC.

                             STATEMENT OF CASH FLOW
<TABLE>
<CAPTION>

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

Operating Activities
Net income ....................................   $ 10,873    $  6,762
Adjustments to reconcile net income
  to net cash provided by operating activities:
  Depreciation and amortization ...............      3,216       2,045
  Minority interest ...........................        250         -
  Restricted stock earned .....................          6         -
  Changes in assets and liabilities:
     Accounts receivable ......................       (202)        (20)
     Prepaid expenses and other assets ........        514        (401)
     Accounts payable and other liabilities ...      2,594         743
     Deferred revenue .........................        683         276
                                                       ---         ---
                                                            
Net cash provided by operating activities .....   $ 17,934    $  9,405
                                                  --------    --------

Investing Activities
  Additions to storage facilities .............    (76,521)    (31,955)
  Additions to other assets ...................        (10)         (3)
  Restricted cash .............................        -           -
                                                   -------    --------
Net cash used in investing activities .........   $(76,531)   $(31,958)
                                                  --------    --------

Financing Activities
  Net proceeds from sale of common stock ......     42,419         - 
  Proceeds from line of credit draw down ......     15,000      31,809
  Dividends paid ..............................    (11,923)     (7,619)
  Minority interest distributions .............       (270)        -
  Proceeds from issuance of mortgages .........        -           -
  Mortgage principal payments .................        -           -
  Capital contributions .......................        -           -
  Cash distributions ..........................        -           -
                                                   -------    --------
Net cash provided by financing activities .....   $ 45,226    $ 24,190
                                                  --------    --------
Net increase (decrease) in cash ...............    (13,371)      1,637
Cash at beginning of period ...................     16,687         732
                                                   --------   --------
Cash at end of period .........................   $  3,316    $  2,369
                                                  ========    ========
                                                             

Supplemental cash flow information
  Cash paid for interest ...................      $    818    $    889
</TABLE>

See notes to financial statements



                                                                             
<PAGE>



                            SOVRAN SELF STORAGE, INC.

                             STATEMENT OF CASH FLOW
<TABLE>
<CAPTION>




Supplemental cash-flow information for the six months
  ended June 30, 1997
(dollars in thousands)
- ------------------------------------------------------------------------------
<S>                                                             <C>    

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 $6,355 at June 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
six month  period  ended  June 30,  1997 and June 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 73 (36 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 June 30, 1997 to 147 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 were
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 was 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 June 30,  1997,  the Company had entered  into  contract for the
purchase of two  self-storage  facilities  which were purchased on July 24, 1997
for a  total  cost  of $8.2  million  and was  under  contract  to  purchase  an
additional property for a total cost of $4.1 million.

4.  Pro Forma Financial Information

          The following unaudited pro forma Condensed Statement of Operations is
presented as if the the 1997 offering and the purchase of 36 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>

                                                     Six Months Ended June 30, 
                                                    1997                  1996

<S>                                     <C>                    <C> 

Revenues:
     Total revenues                      $         25,495       $        24,280

Expenses:
  Property operations & maintenance                 5,006                 5,049
  Real estate taxes                                 2,047                 1,881
  General and administrative                        1,330                 1,330
  Interest                                          1,920                 1,920
  Depreciation and amortization                     3,452                 3,452
                                             ------------         --------------
     Total expenses                                13,755                13,632
                                             ------------         --------------

Net income before minority interest                11,740                10,648

  Minority interest                                  (353)                 (321)
                                             -------------       ---------------
Net Income                               $         11,387        $       10,327
                                         =================       ===============

Earnings per share                       $            .93        $          .85
                                         =================       ===============
Common shares used in earnings
per share calculation                          12,220,921            12,220,921
</TABLE>

5.  Legal Proceedings
          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 breach of fiduciary duty, breach of contract, breach of general
partnership/joint venture arrangement, 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.
<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 147 self-storage facilities,  providing storage
space for business and personal use to some 61,000  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 June 30, 1997, the
Company had remaining borrowing capacity of $60 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 June 30, 1997, units totaling 379, 701 units 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 June
30, 1997, the Company acquired nine properties in existing markets.  Four of the
properties are located in Dallas,  Texas; two are in Delray Beach,  Florida; and
one each in  Cleveland,  Ohio;  Houston,  Texas;  and Savannah,  Georgia.  Total
acquisitions  in the three months ended June 30, 1997 added 660,000  square feet
of space and 6,100 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 Texas Florida and Georgia.  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 June  30,  1997,  the  Company's  debt to  equity  ratio  was  5%
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 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 June 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 June 30, 1997 and June 30, 1996.

For the period January 1, 1997 through June 30, 1997
          The Company  reported  revenues of  $22,670,704  during the period and
incurred $6,183,329 in operating expenses,  resulting in net operating income of
$16,487,375.  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 $1,329,546, interest expense
of $818,158  and  depreciation  and  amortization  expenses of  $3,215,728  were
incurred  during  the  period,  resulting  in an  income of  $11,123,943  before
minority  interest  deduction  Net Income after  minority  interest  amounted to
$10,873,922 .

     Three months  ended June 30, 1997,  compared to Three months ended June 30,
1996.

     The  following  discussion  compares the  activities of the Company for the
three  months  ended June 30,  1997 with the  activities  of the Company for the
three months ended June 30, 1996.  Total revenues  increased from $7,960,804 for
the three months ended June 30, 1996 to  $11,938,106  for the three months ended
June 30, 1997, an increase of $3,977,302,  or 50%. Of this,  $3,663,868 resulted
from the acquisition of 65 properties  during the period January 1, 1996 through
June 30,1997 and $313,434 was realized as a result of increased rental rates and
occupancy levels at the 92 properties owned by the Company at December 31, 1995.
Overall,  same-store  revenues grew 4% for the three month period ended June 30,
1997 as compared to the same period in 1996. 
     Property  operating and real estate tax expense  increased  $1,106,427,  or
53.6%,  during  the  period.  $1,071,484  was a result of  absorbing  additional
expenses from operating the newly  acquired  properties and $34,943 was incurred
in the  operations  of its  sites  operated  more  than one  year.  General  and
administrative expenses decreased $47,181.
     Interest  expense   decreased   $305,433  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 had no balance  outstanding  on the line of credit April 23 through June
28, at which time $15 million was borrowed to finance the acquisition of several
properties in Texas.
  Earnings before interest,  depreciation,  and amortization increased from
$5,286,000 to $8,180,000  an increase of  $2,894,000,  or 54.7%
 
     Pro Forma  Three  Months  Ended June 30,  1997  Compared to Pro Forma Three
Months Ended June 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 36 properties
acquired in 1997 as if they had been  acquired on January 1, 1996.  Revenues for
the three  months ended June 30, 1997 were  $25,495,000  compared to revenues of
$24,280,000 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  $7,053,000  or 28% of revenues  for the three month
period  ended June 30, 1997 and  $6,930,000  or 29% of  revenues  for the period
ended  June 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 $17,350 000 to
$18,442,000, an improvement of 6.3% 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 4.  Submission of Matters to a Vote of Security Holders

a.)  The date of the annual meeting was May 13, 1997.
<TABLE>
<CAPTION>

- ------------------------- ------------------------------------------------
b.) Directors      Votes For   Votes    Votes       Abstentions  Broker
                              Against   Withheld                 Nonvotes
<S>               <C>        <C>       <C>         <C>          <C>    
- --------------------------------------------------------------------------
Robert J. Attea    8,077,982     0       857,882        0        1,772,302
Kenneth F. Myszka  8,077,982     0       857,882        0        1,772,302
Charles E. Lannon  8,077,982     0       857,882        0        1,772,302
John E. Burns      8,077,982     0       857,882        0        1,772,302
Michael A. Elia    8,077,982     0       857,882        0        1,772,302
Anthony P. Gammie  8,077,982     0       857,882        0        1,772,302
- ------------------------- ------------------------------------------------
</TABLE>

c.)  Ratification of the appointment by the Board of Directors of Ernst & Young
as independent accountants to audit the accounts of the Company for the year
ending December 31, 1997

Votes for                8,898,457
Votes Against               11,876
Votes Withheld                   0
Abstentions                 25,536
Broker Nonvotes          1,772,302

Item 6.  Exhibits and Reports on Form 8
               None


                                   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.

August 14, 1997                 By:__/S/ David L. Rogers________________________
Date                      David L. Rogers, Chief Operating Officer and Secretary



<TABLE> <S> <C>


<ARTICLE>                     5     
<CIK>                         0000944314                        
<NAME>                        SOVRAN SELF STORAGE, INC.
<MULTIPLIER>                  1,000
<CURRENCY>                    U.S. DOLLARS
       
<S>                            <C>
<PERIOD-TYPE>                         6-MOS      
<FISCAL-YEAR-END>               DEC-31-1997
<PERIOD-START>                  JAN-01-1997    
<PERIOD-END>                    JUN-30-1997           
<EXCHANGE-RATE>                 1.000            
<CASH>                          3316               
<SECURITIES>                       0               
<RECEIVABLES>                    685             
<ALLOWANCES>                       0          
<INVENTORY>                        0           
<CURRENT-ASSETS>                6093            
<PP&E>                          308089                
<DEPRECIATION>                  8262             
<TOTAL-ASSETS>                  305920                 
<CURRENT-LIABILITIES>           40916                
<BONDS>                         0          
           0           
                     0            
<COMMON>                        122              
<OTHER-SE>                      264882                 
<TOTAL-LIABILITY-AND-EQUITY>    305920                 
<SALES>                         0           
<TOTAL-REVENUES>                22670                
<CGS>                           0           
<TOTAL-COSTS>                   6183               
<OTHER-EXPENSES>                4796               
<LOSS-PROVISION>                0           
<INTEREST-EXPENSE>              818              
<INCOME-PRETAX>                 10873              
<INCOME-TAX>                    0           
<INCOME-CONTINUING>             10873           
<DISCONTINUED>                  0           
<EXTRAORDINARY>                 0           
<CHANGES>                       0           
<NET-INCOME>                    10873               
<EPS-PRIMARY>                   .96              
<EPS-DILUTED>                   .96   
        


</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission