LIFE STORAGE, INC. - Annual Report: 2010 (Form 10-K)
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2010
Commission File Number: 1-13820
SOVRAN SELF STORAGE, INC.
(Exact name of Registrant as specified in its charter)
Maryland | 16-1194043 | |
(State of incorporation or organization) | (I.R.S. Employer Identification No.) |
6467 Main Street
Williamsville, NY 14221
Williamsville, NY 14221
(Address of principal executive offices) (Zip code)
(716) 633-1850
(Registrants telephone number including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Securities
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Exchanges on which Registered | |
Common Stock, $.01 Par Value
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New York Stock Exchange |
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act. Yes þ No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the Exchange Act. Yes o No þ
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 þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes
þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer þ
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Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes o No þ
As of June 30, 2010, 27,591,109 shares of Common Stock, $.01 par value per share, were
outstanding, and the aggregate market value of the Common Stock held by non-affiliates was
approximately $927,634,682 (based on the closing price of the Common Stock on the New York Stock
Exchange on June 30, 2010).
As of February 15, 2011, 27,660,329 shares of Common Stock, $.01 par value per share, were
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrants Proxy Statement for the 2011 Annual Meeting of Shareholders are
incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent
stated herein. Such proxy statement will be filed with the Securities and Exchange Commission
within 120 days of the registrants fiscal year ended December 31, 2010.
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EX-101 DEFINITION LINKBASE DOCUMENT |
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Part I
When used in this discussion and elsewhere in this document, the words intends, believes,
expects, anticipates, and similar expressions are intended to identify forward-looking
statements within the meaning of that term in Section 27A of the Securities Act of 1933 and in
Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve known
and unknown risks, uncertainties and other factors, which may cause the actual results, performance
or achievements of the Company to be materially different from those expressed or implied by such
forward-looking statements. Such factors include, but are not limited to, the effect of competition
from new self-storage facilities, which would cause rents and occupancy rates to decline; the
Companys ability to evaluate, finance and integrate acquired businesses into the Companys
existing business and operations; the Companys ability to effectively compete in the industry in
which it does business; the Companys existing indebtedness may mature in an unfavorable credit
environment, preventing refinancing or forcing refinancing of the indebtedness on terms that are
not as favorable as the existing terms; interest rates may fluctuate, impacting costs associated
with the Companys outstanding floating rate debt; the Companys ability to comply with debt
covenants; any future ratings on the Companys debt instruments; the Companys reliance on its call
center; the Companys cash flow may be insufficient to meet required payments of principal,
interest and dividends; and tax law changes that may change the taxability of future income.
Item 1. Business
Sovran Self Storage, Inc. together with its direct and indirect subsidiaries and the
consolidated joint ventures, to the extent appropriate in the applicable context, (the Company,
We, Our, or Sovran) is a self-administered and self-managed real estate investment trust
(REIT) that acquires, owns and manages self-storage properties. We refer to the self-storage
properties in which we have an ownership interest and are managed by us as Properties. We began
operations on June 26, 1995. We were formed to continue the business of our predecessor company,
which had engaged in the self-storage business since 1985. At February 15, 2011, we held ownership
interests in and managed 377 Properties consisting of approximately 24.7 million net rentable
square feet, situated in 24 states. Among our 377 Properties are 27 Properties that we manage for
a consolidated joint venture of which we are a majority owner and 25 Properties that we manage for
a joint venture of which we are a 20% owner. We believe we are the fifth largest operator of
self-storage properties in the United States based on facilities owned and managed. Our Properties
conduct business under the user-friendly name Uncle Bobs Self-Storage ®.
We own an indirect interest in each of the Properties through a limited partnership (the
Partnership). In total, we own a 98.8% economic interest in the Partnership and unaffiliated
third parties own collectively a 1.2% limited partnership interest at December 31, 2010. We
believe that this structure, commonly known as an umbrella partnership real estate investment trust
(UPREIT), facilitates our ability to acquire properties by using units of the Partnership as
currency. By utilizing interests in the Partnership as currency in facility acquisitions, we may
partially defer the sellers income tax liability which in turn may allow us to obtain more
favorable pricing.
We were incorporated on April 19, 1995 under Maryland law. Our principal executive offices
are located at 6467 Main Street, Williamsville, New York 14221, our telephone number is (716)
633-1850 and our web site is www.sovranss.com.
We seek to enhance shareholder value through internal growth and acquisition of additional
storage properties. Internal growth is achieved through aggressive property management: increasing
rents, increasing occupancy levels, controlling costs, maximizing collections, and strategically
expanding and improving the Properties. Should economic conditions warrant, we may develop new
properties. We believe that there continue to be opportunities for growth through acquisitions,
and constantly seek to acquire self-storage properties that are susceptible to realization of
increased economies of scale and enhanced performance through application of our expertise.
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Industry Overview
We believe that self-storage facilities offer inexpensive storage space to residential and
commercial users. In addition to fully enclosed and secure storage space, many facilities also
offer outside storage for automobiles, recreational vehicles and boats. Better facilities, such as
those managed by the Company, are usually fenced and well lighted with gates that are either
manually operated or automated and have a full-time manager. Our customers rent space on a
month-to-month basis and have access to their storage area during business hours and in certain
circumstances are provided with 24-hour access. Individual storage units are secured by the
customers lock, and the customer has sole control of access to the unit.
According to the 2011 Self-Storage Almanac, of the approximately 49,400 facilities in the
United States, less than 11% are managed by the ten largest operators. The remainder of the
industry is characterized by numerous small, local operators. The shortage of skilled operators,
the scarcity of capital available to small operators for acquisitions and expansions, and the
potential for savings through economies of scale are factors that are leading to consolidation in
the industry. We believe that, as a result of this trend, significant growth opportunities exist
for operators with proven management systems and sufficient capital resources.
Property Management
We have over 25 years experience managing self storage facilities and the combined
experience of our key personnel has made us one of the leaders in the industry. All of our stores
operate under the user-friendly name of Uncle Bobs Self Storage®, and we employ the following
strategies with respect to our property management:
Our People:
We recognize the importance of quality people to the success of an organization. Our store
personnel are held to high standards for customer service, store appearance, financial performance,
and overall operations. They are supported with state of the art training tools including an
online learning management system and an extensive network of certified training personnel. Every
store team also has frequent, and sometimes daily, interaction with an Area Manager, a Regional
Vice President, an Accounting Representative, and other support personnel.
Training & Development:
Our employees benefit from a wide array of training and development opportunities. New store
employees undergo a comprehensive, proprietary training program designed to drive sales and
operational results while ensuring the delivery of quality customer service. Each new hire is
assigned a Certified Training Manager as a mentor during their initial training period. To
supplement their initial training, employees enjoy continuing edification, coaching, and
performance feedback throughout their tenure.
All learning and development activities are facilitated through our online Learning and
Performance Management System internally named eBOB. eBOB delivers and tracks hundreds of
on-demand computer based training and compliance courses; it also administers tests, surveys, and
the employee appraisal process. Sovrans training and development program encompasses the tools
and support we deem essential to the success of our employees and business.
Marketing and Advertising:
We believe the avenues for attracting and capturing new customers have changed dramatically
over the years. As such, we have implemented the following strategies to market our properties and
increase profitability:
| We employ a Customer Care Center (call center) that services over 30,000 rental inquiries per month. Our highly skilled Sale Representatives answer incoming sales calls for all of our stores, 361 days a year. The team undertakes continuous training in effective storage sales techniques, which we believe results in higher conversions of inquiries to rentals. |
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| The once predominant advertising vehicle yellow pages has lost favor to a wide range of other opportunities. Our aggressive internet marketing and websites provide customers with real-time pricing, online reservations, online payments, and support for mobile devices. Our advertising strategy employs a mix of online media to ensure the Uncle Bobs name is found wherever customers search for storage. |
| Dri-guard humidity-controlled spaces are a premium storage feature intended to protect metal, electronics, furniture, fabrics and paper from moisture. We became the first self-storage operator to utilize this humidity protection technology and we believe it helps to differentiate us from other operators. |
| We also have a fleet of rental trucks that serve as an added incentive to choose our storage facilities. The truck rental charge is waived for new move-in customers and we believe it provides a valuable service and added incentive to choose us. Further, the prominent display of our logo turns each truck into a moving billboard. |
Ancillary Income:
We know that our 160,000 customers require more than just a storage space. With
that in mind, we offer a wide range of other products and services that fulfill their needs while
providing us ancillary income. Whereas our Uncle Bobs trucks are available with no rental charge
for new move-in customers, they are available for rent to non-customers and existing customers. We
also rent moving dollies and blankets, and we carry a wide assortment of moving and packing
supplies including boxes, tape, locks, and other essential items. For those customers who do not
carry storage insurance, we make available renters insurance through a third party carrier, on
which we earn a commission. We also earn incidental income from billboards and cell towers.
Information Systems:
Our customized computer system performs billing, collections, and reservation
functions for each store. It also tracks information used in developing marketing plans based on
occupancy levels and customer demographics and histories. The system generates daily, weekly and
monthly financial reports for each Property that are transmitted to our principal office each
night. The system also requires a property manager to input a descriptive explanation for all
debit and credit transactions, paid-to-date changes, and all other discretionary activities, which
allows the accounting staff at our principal office to promptly review all such transactions. Late
charges are automatically imposed. More sensitive activities, such as rental rate changes and unit
size or number changes, are completed only by Area Managers. Our customized management information
system permits us to add new facilities to our portfolio with minimal additional overhead expense.
Revenue Management:
Our proprietary revenue management system is constantly evolving as our forecasting
capabilities improve and we further adapt to changes in consumer behavior. We have the ability to
change pricing instantaneously for any one unit type, at any single location, based on occupancy,
competition, and forecasted changes in demand. By analyzing current customer rent tenures, we are
able to implement rental rate increases at optimal times to increase revenues. Further, the system
provides reports and alerts that enhance management oversight of field staff decisions. Our
revenue management system is overseen by a team of Revenue Management Analysts and we believe
serves to achieve higher yields and control discounting.
Property Maintenance:
We take great pride in the appearance and structural integrity of our Properties.
All of our Properties go through a thorough annual inspection performed by qualified Project
Managers. Those inspections provide the basis for short and long term planned projects which are
all performed under a standardized set of specifications. Routine maintenance such as landscaping,
pest control, etc. is contracted through local providers who have a clear understanding of our
standards. Further, we continually look to green alternatives and implement energy saving
alternatives as new technology becomes available. As with many other aspects of our Company, our
size has allowed us to enjoy relatively low maintenance costs because we have the benefit of
economies of scale in purchasing, travel, and overhead absorption.
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Environmental and Other Regulations
We are subject to federal, state, and local environmental regulations that apply generally to
the ownership of real property. We have not received notice from any governmental authority or
private party of any material environmental noncompliance, claim, or liability in connection with
any of the Properties, and are not aware of any
environmental condition with respect to any of the Properties that could have a material
adverse effect on our financial condition or results of operations.
The Properties are also generally subject to the same types of local regulations governing
other real property, including zoning ordinances. We believe that the Properties are in
substantial compliance with all such regulations.
Insurance
Each of the Properties is covered by fire and property insurance (including comprehensive
liability), and all-risk property insurance policies, which are provided by reputable companies and
on commercially reasonable terms. In addition, we maintain a policy insuring against environmental
liabilities resulting from tenant storage on terms customary for the industry, and title insurance
insuring fee title to the Company-owned Properties in an amount that we believe to be adequate.
Federal Income Tax
We operate, and intend to continue to operate, in such a manner as to continue to qualify as a
REIT under the Internal Revenue Code of 1986 (the Code), but no assurance can be given that we
will at all times so qualify. To the extent that we continue to qualify as a REIT, we will not be
taxed, with certain limited exceptions, on the taxable income that is distributed to our
shareholders. See Item 7, Managements Discussion and Analysis of Financial Condition and Results
of Operations Liquidity and Capital Resources REIT Qualification and Distribution
Requirements.
Competition
The primary factors upon which competition in the self-storage industry is based are location,
rental rates, suitability of the propertys design to prospective customers needs, and the manner
in which the property is operated and marketed. We believe we compete successfully on these bases.
The extent of competition depends significantly on local market conditions. We seek to locate
facilities so as not to cause our Properties to compete with one another for customers, but the
number of self-storage facilities in a particular area could have a material adverse effect on the
performance of any of the Properties.
Several
of our competitors, including Public Storage and U-Haul, are
larger and have substantially greater financial resources than we do. These larger operators may,
among other possible advantages, be capable of greater leverage and the payment of higher prices
for acquisitions.
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Investment Policy
While we emphasize equity real estate investments, we may, at our discretion, invest in
mortgage and other real estate interests related to self-storage properties in a manner consistent
with our qualification as a REIT. We may also retain a purchase money mortgage for a portion of
the sale price in connection with the disposition of Properties from time to time. Should
investment opportunities become available, we may look to acquire self-storage properties via a
joint-venture partnership or similar entity. We may or may not elect to have a significant
investment in such a venture, but would use such an opportunity to expand our portfolio of branded
and managed properties.
Subject to the percentage of ownership limitations and gross income tests necessary for REIT
qualification, we also may invest in securities of entities engaged in real estate activities or
securities of other issuers, including for the purpose of exercising control over such entities.
Disposition Policy
Any disposition decision of our Properties is based on a variety of factors, including, but
not limited to, the (i) potential to continue to increase cash flow and value, (ii) sale price,
(iii) strategic fit with the rest of our portfolio, (iv) potential for, or existence of,
environmental or regulatory issues, (v) alternative uses of capital, and (vi) maintaining
qualification as a REIT.
During 2010 we sold ten non-strategic storage facilities located in Georgia, Michigan, North
Carolina and Virginia for net cash proceeds of $23.7 million resulting in a gain of $6.9 million.
During 2009 we sold five non-strategic storage facilities located in Massachusetts, North Carolina
and Pennsylvania for net cash proceeds of $16.3 million resulting in a loss of $1.6 million.
During 2008 we sold one non-strategic storage facility located in Michigan for net cash proceeds of
$7.0 million resulting in a gain of $0.7 million.
Distribution Policy
We intend to pay regular quarterly distributions to our shareholders. However, future
distributions by us will be at the discretion of the Board of Directors and will depend on the
actual cash available for distribution, our financial condition and capital requirements, the
annual distribution requirements under the REIT provisions of the Code and such other factors as
the Board of Directors deems relevant. In order to maintain our qualification as a REIT, we must
make annual distributions to shareholders of at least 90% of our REIT taxable income (which does
not include capital gains). Under certain circumstances, we may be required to make distributions
in excess of cash available for distribution in order to meet this requirement.
On May 6, 2009, recognizing the need to maintain maximum financial flexibility in light of the
current state of the capital markets, our Board of Directors reduced the quarterly common stock
dividend from $0.64 per share to $0.45 per share, for an annual dividend rate of $1.80 per share.
Borrowing Policy
Our Board of Directors currently limits the amount of debt that may be incurred by us to less
than 50% of the sum of the market value of our issued and outstanding Common and Preferred Stock
plus our debt. We, however, may from time to time re-evaluate and modify our borrowing policy in
light of then current economic conditions, relative costs of debt and equity capital, market values
of properties, growth and acquisition opportunities and other factors.
On June 25, 2008, we entered into agreements relating to new unsecured credit arrangements,
and received funds under those arrangements. As part of the agreements, we entered into a $250
million unsecured term note maturing in June 2012 bearing interest at LIBOR plus 1.625%. The
proceeds from this term note were used to repay the Companys previous line of credit that was to
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mature in September 2008, the Companys term note that was to mature in September 2009, the term
note maturing in July 2008, and to provide for working capital. In October 2009, the Company
repaid $100 million of the term note entered into in June 2008. The 2008 agreements also provide
for a $125 million revolving line of credit maturing June 2011 bearing interest at a variable rate
equal to
LIBOR plus 1.375%, and requires a 0.25% facility fee. At our option the revolving line of
credit can be extended for one year until June 2012 for a fee of 0.25%. At December 31, 2010,
there was $115 million available on the unsecured line of credit.
We also maintain an $80 million term note maturing September 2013 bearing interest at a fixed
rate of 6.26%, a $20 million term note maturing September 2013 bearing interest at a variable rate
equal to LIBOR plus 1.50%, and a $150 million unsecured term note maturing in April 2016 bearing
interest at 6.38%.
To the extent that we desire to obtain additional capital to pay distributions, to provide
working capital, to pay existing indebtedness or to finance acquisitions, expansions or development
of new properties, we may utilize amounts available under the line of credit, common or preferred
stock offerings, floating or fixed rate debt financing, retention of cash flow (subject to
satisfying our distribution requirements under the REIT rules) or a combination of these methods.
Additional debt financing may also be obtained through mortgages on our Properties, which may be
recourse, non-recourse, or cross-collateralized and may contain cross-default provisions. We have
not established any limit on the number or amount of mortgages that may be placed on any single
Property or on our portfolio as a whole, although certain of our existing term loans contain limits
on overall mortgage indebtedness. For additional information regarding borrowings, see Item 7,
Managements Discussion and Analysis of Financial Condition and Results of Operations Liquidity
and Capital Resources and Note 7 to the Consolidated Financial Statements filed herewith.
Employees
We currently employ a total of 1,027 employees, including 377 property managers, 24 area
managers, and 484 assistant managers and part-time employees. At our headquarters, in addition to
our three senior executive officers, we employ 139 people engaged in various support activities,
including accounting, human resources, customer care, and management information systems. None of
our employees are covered by a collective bargaining agreement. We consider our employee relations
to be excellent.
Available Information
We file with the U.S. Securities and Exchange Commission quarterly and annual reports on Forms
10-Q and 10-K, respectively, current reports on Form 8-K, and proxy statements pursuant to the
Securities Exchange Act of 1934, in addition to other information as required. The public may read
and copy any materials that we file with the SEC at the SECs Public Reference Room at 100 F
Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the
Public Reference Room by calling the SEC at 1 (800) SEC-0330. We file this information with the
SEC electronically, and the SEC maintains an Internet site that contains reports, proxy and
information statements, and other information regarding issuers that file electronically with the
SEC at http://www.sec.gov. Our annual reports on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K, and all amendments to those reports are available free of charge on
our web site at http://www.sovranss.com as soon as reasonably practicable after such
material is electronically filed with or furnished to the SEC. In addition, our codes of ethics
and Charters of our Governance, Audit Committee, and Compensation Committee are available free of
charge on our website at http://www.sovranss.com.
Also, copies of our annual report and Charters of our Governance, Audit Committee, and
Compensation Committee will be made available, free of charge, upon written request to Sovran Self
Storage, Inc., Attn: Investor Relations, 6467 Main Street, Williamsville, NY 14221.
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Item 1A. Risk Factors
You should carefully consider the risks described below, together with all of the other
information included in or incorporated by reference into our Form 10-K, as part of your evaluation
of the Company. If any of the following risks actually occur, our business could be harmed. In such
case, the trading price of our securities could decline, and you may lose all or part of your
investment.
Our Acquisitions May Not Perform as Anticipated
We have completed many acquisitions of self-storage facilities since our initial public
offering of common stock in June 1995. Our strategy is to continue to grow by acquiring additional
self-storage facilities. Acquisitions entail risks that investments will fail to perform in
accordance with our expectations and that our judgments with respect to the prices paid for
acquired self-storage facilities and the costs of any improvements required to bring an acquired
property up to standards established for the market position intended for that property will prove
inaccurate. Acquisitions also involve general investment risks associated with any new real estate
investment.
We May Incur Problems with Our Real Estate Financing
Unsecured Credit Facility and Term Notes. We have a line of credit and term note agreements
with a syndicate of financial institutions and other lenders. This unsecured credit facility and
the term notes are recourse to us and the required payments are not reduced if the economic
performance of any of the properties declines. The unsecured credit facility limits our ability to
make distributions to our shareholders, except in limited circumstances.
Rising Interest Rates. Indebtedness that we incur under the unsecured credit facility and
bank term notes bear interest at a variable rate. Accordingly, increases in interest rates could
increase our interest expense, which would reduce our cash available for distribution and our
ability to pay expected distributions to our shareholders. We manage our exposure to rising
interest rates using interest rate swaps and other available mechanisms. If the amount of our
indebtedness bearing interest at a variable rate increases, our unsecured credit facility may
require us to enter into additional interest rate swaps.
Refinancing May Not Be Available. It may be necessary for us to refinance our unsecured
credit facility through additional debt financing or equity offerings. If we were unable to
refinance this indebtedness on acceptable terms, we might be forced to dispose of some of our
self-storage facilities upon disadvantageous terms, which might result in losses to us and might
adversely affect the cash available for distribution. If prevailing interest rates or other
factors at the time of refinancing result in higher interest rates on refinancings, our interest
expense would increase, which would adversely affect our cash available for distribution and our
ability to pay expected distributions to shareholders.
Covenants and Risk of Default. Our unsecured credit facility and term notes require us to
operate within certain covenants, including financial covenants with respect to leverage, fixed
charge coverage, minimum net worth, limitations on additional indebtedness and dividend
limitations. If we violate any of these covenants or otherwise default under our unsecured credit
facility or term notes, then our lenders could declare all indebtedness under these facilities to
be immediately due and payable which would have a material adverse effect on our business and could
require us to sell self-storage facilities under distress conditions and seek replacement financing
on substantially more expensive terms.
Reduction
in or Loss of Credit Rating. Certain of our debt instruments
require us to maintain an investment grade rating from at least one
and in some cases two debt ratings agencies. Should we fail to attain
an investment grade rating from the agencies, the interest rate on
our line of credit and our $150 million bank term note would increase
by 0.375%, and the rate on our $150 million term note due 2016
would increase by 1.750%.
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Our Debt Levels May Increase
Our Board of Directors currently has a policy of limiting the amount of our debt at the time
of incurrence to less than 50% of the sum of the market value of our issued and outstanding common
stock and preferred stock plus the amount of our debt at the time that debt is incurred. However,
our organizational documents do not contain any limitation on the amount of indebtedness we might
incur. Accordingly, our Board of Directors could alter or eliminate the current policy limitation
on borrowing without a vote of our shareholders. We could become highly leveraged if this policy
were changed. However, our ability to incur debt is limited by covenants in our bank credit
arrangements.
We Are Subject to the Risks Posed by Fluctuating Demand and Significant Competition in the
Self-Storage Industry
Our self-storage facilities are subject to all operating risks common to the self-storage
industry. These risks include but are not limited to the following:
| Decreases in demand for rental spaces in a particular locale; | ||
| Changes in supply of similar or competing self-storage facilities in an area; | ||
| Changes in market rental rates; and | ||
| Inability to collect rents from customers. |
Our current strategy is to acquire interests only in self-storage facilities. Consequently, we
are subject to risks inherent in investments in a single industry. Our self-storage facilities
compete with other self-storage facilities in their geographic markets. As a result of competition,
the self-storage facilities could experience a decrease in occupancy levels and rental rates, which
would decrease our cash available for distribution. We compete in operations and for acquisition
opportunities with companies that have substantial financial resources. Competition may reduce the
number of suitable acquisition opportunities offered to us and increase the bargaining power of
property owners seeking to sell. The self-storage industry has at times experienced overbuilding in
response to perceived increases in demand. A recurrence of overbuilding might cause us to
experience a decrease in occupancy levels, limit our ability to increase rents, and compel us to
offer discounted rents.
Our Real Estate Investments Are Illiquid and Are Subject to Uninsurable Risks and Government
Regulation
General Risks. Our investments are subject to varying degrees of risk generally related to
the ownership of real property. The underlying value of our real estate investments and our income
and ability to make distributions to our shareholders are dependent upon our ability to operate the
self-storage facilities in a manner sufficient to maintain or increase cash available for
distribution. Income from our self-storage facilities may be adversely affected by the following
factors:
| Changes in national economic conditions; | ||
| Changes in general or local economic conditions and neighborhood characteristics; | ||
| Competition from other self-storage facilities; | ||
| Changes in interest rates and in the availability, cost and terms of financing; | ||
| The impact of present or future environmental legislation and compliance with environmental laws; | ||
| The ongoing need for capital improvements, particularly in older facilities; |
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| Changes in real estate tax rates and other operating expenses; | ||
| Adverse changes in governmental rules and fiscal policies; | ||
| Uninsured losses resulting from casualties associated with civil unrest, acts of God, including natural disasters, and acts of war; | ||
| Adverse changes in zoning laws; and | ||
| Other factors that are beyond our control. |
Illiquidity of Real Estate May Limit its Value. Real estate investments are relatively
illiquid. Our ability to vary our portfolio of self-storage facilities in response to changes in
economic and other conditions is limited. In addition, provisions of the Code may limit our ability
to profit on the sale of self-storage facilities held for fewer than two years. We may be unable to
dispose of a facility when we find disposition advantageous or necessary and the sale price of any
disposition may not equal or exceed the amount of our investment.
Uninsured and Underinsured Losses Could Reduce the Value of our Self Storage Facilities. Some
losses, generally of a catastrophic nature, that we potentially face with respect to our
self-storage facilities may be uninsurable or not insurable at an acceptable cost. Our management
uses its discretion in determining amounts, coverage limits and deductibility provisions of
insurance, with a view to acquiring appropriate insurance on our investments at a reasonable cost
and on suitable terms. These decisions may result in insurance coverage that, in the event of a
substantial loss, would not be sufficient to pay the full current market value or current
replacement cost of our lost investment. Inflation, changes in building codes and ordinances,
environmental considerations, and other factors also might make it infeasible to use insurance
proceeds to replace a property after it has been damaged or destroyed. Under those circumstances,
the insurance proceeds received by us might not be adequate to restore our economic position with
respect to a particular property.
Possible Liability Relating to Environmental Matters. Under various federal, state and local
environmental laws, ordinances and regulations, a current or previous owner or operator of real
property may be liable for the costs of removal or remediation of hazardous or toxic substances on,
under, or in that property. Those laws often impose liability even if the owner or operator did not
cause or know of the presence of hazardous or toxic substances and even if the storage of those
substances was in violation of a customers lease. In addition, the presence of hazardous or toxic
substances, or the failure of the owner to address their presence on the property, may adversely
affect the owners ability to borrow using that real property as collateral. In connection with the
ownership of the self-storage facilities, we may be potentially liable for any of those costs.
Americans with Disabilities Act. The Americans with Disabilities Act of 1990, or ADA,
generally requires that buildings be made accessible to persons with disabilities. A determination
that we are not in compliance with the ADA could result in imposition of fines or an award of
damages to private litigants. If we were required to make modifications to comply with the ADA, our
results of operations and ability to make expected distributions to our shareholders could be
adversely affected.
There Are Limitations on the Ability to Change Control of Sovran
Limitation on Ownership and Transfer of Shares. To maintain our qualification as a REIT, not
more than 50% in value of our outstanding shares of stock may be owned, directly or indirectly, by
five or fewer individuals, as defined in the Code. To limit the possibility that we will fail to
qualify as a REIT under this test, our Amended and Restated Articles of Incorporation include
ownership limits and transfer restrictions on shares of our stock. Our Articles of Incorporation
limit ownership of our issued and outstanding stock by any single shareholder to 9.8% of the
aggregate value of our outstanding stock, except that the ownership by some of our shareholders is
limited to 15%.
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These ownership limits may:
| Have the effect of precluding an acquisition of control of Sovran by a third party without consent of our Board of Directors even if the change in control would be in the interest of shareholders; and | ||
| Limit the opportunity for shareholders to receive a premium for shares of our common stock they hold that might otherwise exist if an investor were attempting to assemble a block of common stock in excess of 9.8% or 15%, as the case may be, of the outstanding shares of our stock or to otherwise effect a change in control of Sovran. |
Our Board of Directors may waive the ownership limits if it is satisfied that ownership by
those shareholders in excess of those limits will not jeopardize our status as a REIT under the
Code or in the event it determines that it is no longer in our best interests to be a REIT. Waivers
have been granted to the former holders of our Series C preferred stock, FMR Corporation and Cohen
& Steers, Inc. A transfer of our common stock and/or preferred stock to a person who, as a result
of the transfer, violates the ownership limits may not be effective under some circumstances.
Other Limitations. Other limitations could have the effect of discouraging a takeover or
other transaction in which holders of some, or a majority, of our outstanding common stock might
receive a premium for their shares of our common stock that exceeds the then prevailing market
price or that those holders might believe to be otherwise in their best interest. The issuance of
additional shares of preferred stock could have the effect of delaying or preventing a change in
control of Sovran even if a change in control were in the shareholders interest. In addition, the
Maryland General Corporation Law, or MGCL, imposes restrictions and requires specific procedures
with respect to the acquisition of stated levels of share ownership and business combinations,
including combinations with interested shareholders. These provisions of the MGCL could have the
effect of delaying or preventing a change in control of Sovran even if a change in control were in
the shareholders interest. Waivers and exemptions have been granted to the initial purchasers of
our former Series C preferred stock in connection with these provisions of the MGCL. In addition,
under the Partnerships agreement of limited partnership, in general, we may not merge, consolidate
or engage in any combination with another person or sell all or substantially all of our assets
unless that transaction includes the merger or sale of all or substantially all of the assets of
the Partnership, which requires the approval of the holders of 75% of the limited partnership
interests thereof. If we were to own less than 75% of the limited partnership interests in the
Partnership, this provision of the limited partnership agreement could have the effect of delaying
or preventing us from engaging in some change of control transactions.
Our Failure to Qualify as a REIT Would Have Adverse Consequences
We intend to operate in a manner that will permit us to qualify as a REIT under the Code.
Qualification as a REIT involves the application of highly technical and complex Code provisions
for which there are only limited judicial and administrative interpretations. Continued
qualification as a REIT depends upon our continuing ability to meet various requirements
concerning, among other things, the ownership of our outstanding stock, the nature of our assets,
the sources of our income and the amount of our distributions to our shareholders.
In addition, a REIT is limited with respect to the services it can provide for its tenants. In
the past, we have provided certain conveniences for our tenants, including property insurance
underwritten by a third party insurance company that pays us commissions. We believe the insurance
provided by the insurance company would not constitute a prohibited service to our tenants. No
assurances can be given, however, that the IRS will not challenge our position. If the IRS
successfully challenged our position, our qualification as a REIT could be adversely affected.
If we were to fail to qualify as a REIT in any taxable year, we would not be allowed a
deduction for distributions to shareholders in computing our taxable income and would be subject to
federal income tax (including any applicable alternative minimum tax) on our taxable income at
regular corporate rates. Unless entitled to relief
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under certain Code provisions, we also would be
ineligible for qualification as a REIT for the four taxable years following the year during which
our qualification was lost. As a result, distributions to the shareholders would be reduced for
each of the years involved. Although we currently intend to operate in a manner designed to qualify
as a REIT, it is possible that future economic, market, legal, tax or other considerations may
cause our Board of Directors to revoke our REIT election.
We May Pay Some Taxes, Reducing Cash Available for Shareholders
Even if we qualify as a REIT for federal income tax purposes, we are required to pay some
federal, foreign,
state and local taxes on our income and property. Certain of our corporate subsidiaries have
elected to be treated as taxable REIT subsidiaries of the Company for federal income tax
purposes. A taxable REIT subsidiary is taxable as a regular corporation and is limited in its
ability to deduct interest payments made to us in excess of a certain amount. In addition, if we
receive or accrue certain amounts and the underlying economic arrangements among our taxable REIT
subsidiaries and us are not comparable to similar arrangements among unrelated parties, we will be
subject to a 100% penalty tax on those payments in excess of amounts deemed reasonable between
unrelated parties. Finally, some state and local jurisdictions may tax some of our income even
though as a REIT we are not subject to federal income tax on that income because not all states and
localities follow the federal income tax treatment of REITs. To the extent that the Company or any
taxable REIT subsidiary is required to pay federal, foreign, state or local taxes, we will have
less cash available for distribution to shareholders.
We May Change the Dividend Policy for Our Common Stock in the Future
In 2010, our board of directors authorized and we declared quarterly common stock dividends of
$0.45 per share in January, April, July and October, the equivalent of an annual rate of $1.80 per
share. In addition, our board of directors authorized and we declared a quarterly common stock
dividend to $0.45 per share in January 2011. We can provide no assurance that our board will not
reduce or eliminate entirely dividend distributions on our common stock in the future.
A recent Internal Revenue Service revenue procedure allows us to satisfy the REIT income
distribution requirements with respect to our 2011 taxable year by distributing up to 90% of our
2011 dividends on our common stock in shares of our common stock in lieu of paying dividends
entirely in cash, so long as we follow a process allowing our shareholders to elect cash or stock
subject to a cap that we impose on the maximum amount of cash that will be paid. Although we may
utilize this procedure in the future, we currently have no intent to do so. In the event that we
pay a portion of a dividend in shares of our common stock, taxable U.S. shareholders would be
required to pay tax on the entire amount of the dividend, including the portion paid in shares of
common stock, in which case such shareholders might have to pay the tax using cash from other
sources. If a U.S. shareholder sells the stock it receives as a dividend in order to pay this tax,
the sales proceeds may be less than the amount included in income with respect to the dividend,
depending on the market price of our stock at the time of the sale. Furthermore, with respect to
non-U.S. shareholders, we may be required to withhold U.S. tax with respect to such dividend,
including in respect to all of or a portion of such dividend that is payable in stock. In
addition, if a significant number of our shareholders sell shares of our common stock in order to
pay taxes owed on dividends, such sales could put downward pressure on the market price of our
common stock.
Our board of directors will continue to evaluate our distribution policy on a quarterly basis
as they monitor the capital markets and the impact of the economy on our operations. The decisions
to authorize and pay dividends on our common stock in the future, as well as the timing, amount and
composition of any such future dividends, will be at the sole discretion of our board of directors
in light of conditions then existing, including our earnings, financial condition, capital
requirements, debt maturities, the availability of capital, applicable REIT and legal restrictions
and the general overall economic conditions and other factors. Any change in our dividend policy
could have a material adverse effect on the market price of our common stock.
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Market Interest Rates May Influence the Price of Our Common Stock
One of the factors that may influence the price of our common stock in public trading markets
or in private transactions is the annual yield on our common stock as compared to yields on other
financial instruments. An increase in market interest rates will result in higher yields on other
financial instruments, which could adversely affect the price of our common stock.
Regional Concentration of Our Business May Subject Us to Economic Downturns in the States of Texas
and Florida
As of December 31, 2010, 146 of our 377 self-storage facilities are located in the states of
Texas and Florida. For the year ended December 31, 2010, these facilities accounted for
approximately 41.9% of store
revenues. This concentration of business in Texas and Florida exposes us to potential losses
resulting from a downturn in the economies of those states. If economic conditions in those states
continue to deteriorate, we will experience a reduction in existing and new business, which may
have an adverse effect on our business, financial condition and results of operations.
Changes in Taxation of Corporate Dividends May Adversely Affect the Value of Our Common Stock
The maximum marginal rate of tax payable by domestic noncorporate taxpayers on dividends
received from a regular C corporation under current federal law is 15% through 2012, as opposed
to higher ordinary income rates. The reduced tax rate, however, does not apply to distributions
paid to domestic noncorporate taxpayers by a REIT on its stock, except for certain limited amounts.
The earnings of a REIT that are distributed to its stockholders generally remain subject to less
federal income taxation than earnings of a non-REIT C corporation that are distributed to its
stockholders net of corporate-level income tax. However, the lower rate of taxation to dividends
paid through 2012 by regular C corporations could cause domestic noncorporate investors to view
the stock of regular C corporations as more attractive relative to the stock of a REIT, because
the dividends from regular C corporations continue to be taxed at a lower rate while
distributions from REITs (other than distributions designated as capital gain dividends) are
generally taxed at the same rate as other ordinary income for domestic noncorporate taxpayers. The
maximum rate for domestic noncorporate taxpayers will increase in 2013 unless current tax laws are
changed.
Item 1B. Unresolved Staff Comments
None.
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Item 2. Properties
At December 31, 2010, we held ownership interests in and managed a total of 377 Properties
situated in twenty-four states. Among the 377 self-storage facilities are 27 Properties that we
manage for a consolidated joint venture of which we are a majority owner and 25 Properties that we
manage for a joint venture of which we are a 20% owner.
Our self-storage facilities offer inexpensive, easily accessible, enclosed storage space to
residential and commercial users on a month-to-month basis. Most of our Properties are fenced with
computerized gates and are well lighted. A majority of the Properties are single-story, thereby
providing customers with the convenience of direct vehicle access to their storage spaces. Our
stores range in size from 23,000 to 181,000 net rentable square feet, with an average of
approximately 65,000 net rentable square feet. The Properties generally are constructed of masonry
or steel walls resting on concrete slabs and have standing seam metal, shingle, or tar and gravel
roofs. All Properties have a property manager on-site during business hours. Customers have
access to their storage areas during business hours, and some commercial customers are provided
24-hour access. Individual storage spaces are secured by a lock furnished by the customer to
provide the customer with control of access to the space.
All of the Properties conduct business under the user-friendly name Uncle Bobs Self-Storage ®.
The following table provides certain information regarding the Properties in which we have an
ownership interest and manage as of December 31, 2010:
Number of | ||||||||||||||||
Stores at | Percentage | |||||||||||||||
December 31, | Square | Number of | of Store | |||||||||||||
2010 | Feet | Spaces | Revenue | |||||||||||||
Alabama |
22 | 1,587,609 | 11,903 | 5.1 | % | |||||||||||
Arizona |
9 | 530,144 | 4,704 | 2.3 | % | |||||||||||
Colorado |
4 | 276,752 | 2,370 | 1.4 | % | |||||||||||
Connecticut |
5 | 300,819 | 2,866 | 1.9 | % | |||||||||||
Florida |
56 | 3,678,922 | 33,872 | 15.0 | % | |||||||||||
Georgia |
23 | 1,503,659 | 12,258 | 5.6 | % | |||||||||||
Kentucky |
2 | 144,914 | 1,322 | 0.6 | % | |||||||||||
Louisiana |
14 | 836,149 | 7,305 | 3.7 | % | |||||||||||
Maine |
2 | 113,876 | 1,008 | 0.5 | % | |||||||||||
Maryland |
4 | 172,061 | 2,037 | 1.0 | % | |||||||||||
Massachusetts |
12 | 664,329 | 6,070 | 3.3 | % | |||||||||||
Michigan |
4 | 238,593 | 2,160 | 0.9 | % | |||||||||||
Mississippi |
12 | 924,184 | 7,017 | 3.5 | % | |||||||||||
Missouri |
7 | 432,088 | 3,791 | 2.0 | % | |||||||||||
New Hampshire |
4 | 259,655 | 2,331 | 1.1 | % | |||||||||||
New York |
28 | 1,598,507 | 14,610 | 8.8 | % | |||||||||||
North Carolina |
18 | 1,034,432 | 9,574 | 2.0 | % | |||||||||||
Ohio |
23 | 1,553,605 | 12,859 | 5.6 | % | |||||||||||
Pennsylvania |
4 | 208,402 | 1,630 | 0.8 | % | |||||||||||
Rhode Island |
4 | 168,371 | 1,565 | 0.9 | % | |||||||||||
South Carolina |
8 | 443,158 | 3,779 | 1.7 | % | |||||||||||
Tennessee |
4 | 291,244 | 2,447 | 1.1 | % | |||||||||||
Texas |
90 | 6,631,659 | 54,609 | 26.9 | % | |||||||||||
Virginia |
18 | 1,081,090 | 10,105 | 4.3 | % | |||||||||||
Total |
377 | 24,674,222 | 212,192 | 100.0 | % | |||||||||||
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At December 31, 2010, the Properties had an average occupancy of 80.1% and an annualized
rent per occupied square foot of $10.51.
Item 3. Legal Proceedings
In the normal course of business, we are subject to various claims and litigation. While the
outcome of any litigation is inherently unpredictable, we do not believe that any matters currently
pending against the Company will have a material adverse impact on our financial condition, results
of operations or cash flows.
Item 4. (removed and reserved)
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Part II
Item 5. | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
Our Common Stock is traded on the New York Stock Exchange under the symbol SSS. Set forth
below are the high and low sales prices for our Common Stock for each full quarterly period within
the two most recent fiscal years.
Quarter 2009 | High | Low | ||||||
1st |
$ | 36.12 | $ | 16.40 | ||||
2nd |
26.95 | 19.28 | ||||||
3rd |
33.33 | 22.69 | ||||||
4th |
38.06 | 28.88 |
Quarter 2010 | High | Low | ||||||
1st |
$ | 36.83 | $ | 31.12 | ||||
2nd |
40.79 | 32.29 | ||||||
3rd |
40.01 | 32.35 | ||||||
4th |
41.47 | 35.00 |
As of February 15, 2011, there were approximately 1,230 holders of record of our Common Stock.
We have paid quarterly dividends to our shareholders since our inception. Reflected in the
table below are the dividends paid in the last two years.
For federal income tax purposes, distributions to shareholders are treated as ordinary income,
capital gain, return of capital or a combination thereof. Distributions to shareholders for 2010
represent 72.5% ordinary income, 14.5% capital gain, and 13% return of capital. In addition, in
2010 51.7% of the capital gain was unrecaptured Section 1250 gain.
History of Dividends Declared on Common Stock
December 2008 |
$0.640 per share | |||
March 2009 |
$0.640 per share | |||
July 2009 |
$0.450 per share | |||
October 2009 |
$0.450 per share | |||
January 2010 |
$0.450 per share | |||
April 2010 |
$0.450 per share | |||
July 2010 |
$0.450 per share | |||
October 2010 |
$0.450 per share |
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EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth certain information as of December 31, 2010, with respect to
equity compensation plans under which shares of the Companys Common Stock may be issued.
Number of | ||||||||||||
securities to be | ||||||||||||
issued upon | Weighted average | Number of | ||||||||||
exercise of | exercise price of | securities | ||||||||||
outstanding | outstanding | remaining available | ||||||||||
options, warrants | options, warrants | for future issuance | ||||||||||
Plan Category | and rights (#) | and rights ($) | (#) | |||||||||
Equity compensation plans approved by shareholders: |
||||||||||||
2005 Award and Option Plan |
319,163 | $ | 42.90 | 914,922 | ||||||||
1995 Award and Option Plan |
27,150 | $ | 30.52 | 0 | ||||||||
2009 Outside Directors Stock Option and Award Plan |
15,500 | $ | 29.60 | 126,800 | ||||||||
1995 Outside Directors Stock Option Plan |
25,505 | $ | 46.23 | 0 | ||||||||
Deferred Compensation Plan for Directors (1) |
37,279 | N/A | 19,782 | |||||||||
Equity compensation plans not approved by shareholders: |
N/A | N/A | N/A |
(1) | Under the Deferred Compensation Plan for Directors, non-employee Directors may defer all or part of their Directors fees that are otherwise payable in cash. Directors fees that are deferred under the Plan will be credited to each Directors account under the Plan in the form of Units. The number of Units credited is determined by dividing the amount of Directors fees deferred by the closing price of the Companys Common Stock on the New York Stock Exchange on the day immediately preceding the day upon which Directors fees otherwise would be paid by the Company. A Director is credited with additional Units for dividends on the shares of Common Stock represented by Units in such Directors Account. A Director may elect to receive the shares in a lump sum on a date specified by the Director or in quarterly or annual installments over a specified period and commencing on a specified date. |
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CORPORATE PERFORMANCE GRAPH
The following chart and line-graph presentation compares (i) the Companys shareholder return
on an indexed basis since December 31, 2005 with (ii) the S&P Stock Index and (iii) the National
Association of Real Estate Investment Trusts Equity Index.
![(PERFORMANCE GRAPH)](https://www.sec.gov/Archives/edgar/data/0000944314/000095012311018700/l41286l4128601.gif)
CUMULATIVE TOTAL SHAREHOLDER RETURN
SOVRAN SELF STORAGE, INC.
DECEMBER 31, 2005 DECEMBER 31, 2010
SOVRAN SELF STORAGE, INC.
DECEMBER 31, 2005 DECEMBER 31, 2010
Dec. 31, | Dec. 31, | Dec. 31, | Dec. 31, | Dec. 31, | Dec. 31, | |||||||||||||||||||||||||||
2005 | 2006 | 2007 | 2008 | 2009 | 2010 | |||||||||||||||||||||||||||
S&P |
100.00 | 115.79 | 122.16 | 76.96 | 97.33 | 111.99 | ||||||||||||||||||||||||||
NAREIT |
100.00 | 135.06 | 113.87 | 70.91 | 90.76 | 116.12 | ||||||||||||||||||||||||||
SSS |
100.00 | 127.89 | 93.92 | 89.75 | 96.77 | 104.84 | ||||||||||||||||||||||||||
The foregoing item assumes $100.00 invested on December 31, 2005, with dividends reinvested.
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Item 6. Selected Financial Data
The following selected financial and operating information should be read in conjunction with
Managements Discussion and Analysis of Financial Condition and Results of Operations, and the
financial statements and related notes included elsewhere in this Annual Report on Form 10-K:
At or For Year Ended December 31, | ||||||||||||||||||||
(dollars in thousands, except per | ||||||||||||||||||||
share data) | 2010 | 2009 | 2008 | 2007 | 2006 | |||||||||||||||
Operating Data |
||||||||||||||||||||
Operating revenues |
$ | 192,072 | $ | 191,040 | $ | 196,286 | $ | 186,251 | $ | 159,118 | ||||||||||
Income from continuing operations |
34,979 | 20,581 | 35,994 | 38,416 | 35,732 | |||||||||||||||
Income from discontinued operations (1) |
7,562 | 1,073 | 3,689 | 3,429 | 3,312 | |||||||||||||||
Net income |
42,541 | 21,654 | 39,683 | 41,845 | 39,044 | |||||||||||||||
Net income attributable to common
shareholders |
40,642 | 19,916 | 37,399 | 37,958 | 34,098 | |||||||||||||||
Income from continuing operations per
common share attributable to common
shareholders diluted |
1.20 | 0.79 | 1.55 | 1.65 | 1.71 | |||||||||||||||
Net income per common share
attributable to common shareholders
basic |
1.48 | 0.84 | 1.72 | 1.81 | 1.90 | |||||||||||||||
Net income per common share
attributable to common shareholders
diluted |
1.48 | 0.84 | 1.72 | 1.81 | 1.89 | |||||||||||||||
Dividends declared per common share (2) |
1.80 | 1.54 | 2.54 | 2.50 | 2.47 | |||||||||||||||
Balance Sheet Data |
||||||||||||||||||||
Investment in storage facilities at cost |
$ | 1,419,956 | $ | 1,364,454 | $ | 1,343,669 | $ | 1,278,528 | $ | 1,093,940 | ||||||||||
Total assets |
1,185,541 | 1,185,098 | 1,212,439 | 1,164,390 | 1,052,950 | |||||||||||||||
Total debt |
488,954 | 481,219 | 623,261 | 566,517 | 462,027 | |||||||||||||||
Total liabilities |
528,398 | 520,039 | 692,292 | 610,559 | 495,092 | |||||||||||||||
Series C preferred stock |
| | | | 26,613 | |||||||||||||||
Other Data |
||||||||||||||||||||
Net cash provided by operating
activities |
$ | 73,671 | $ | 59,123 | $ | 77,132 | $ | 85,175 | $ | 64,656 | ||||||||||
Net cash used in investing activities |
(32,605 | ) | (4,448 | ) | (82,711 | ) | (190,267 | ) | (176,567 | ) | ||||||||||
Net cash (used in) provided by
financing activities |
(46,010 | ) | (48,471 | ) | 6,055 | 61,372 | 154,730 |
(1) | In 2010 we sold ten stores, in 2009 we sold five stores, and in 2008 we sold one store whose results of operations and (loss) gain on disposal are classified as discontinued operations for all previous years presented. | |
(2) | In 2009 we declared dividends in March, July, and October (see Item 5). On January 4, 2010 we declared a dividend of $0.45 per common share, and therefore it is not included in the 2009 column. In addition to the January 4, 2010 dividend declared we also declared regular quarterly dividends of $0.45 in April, July and October of 2010. |
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Item 7. | Managements 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.
Disclosure Regarding Forward-Looking Statements
When used in this discussion and elsewhere in this document, the words intends, believes,
expects, anticipates, and similar expressions are intended to identify forward-looking
statements within the meaning of that term in Section 27A of the Securities Act of 1933 and in
Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve known
and unknown risks, uncertainties and other factors, which may cause our actual results, performance
or achievements to be materially different from those expressed or implied by such forward-looking
statements. Such factors include, but are not limited to, the effect of competition from new
self-storage facilities, which would cause rents and occupancy rates to decline; the Companys
ability to evaluate, finance and integrate acquired businesses into the Companys existing business
and operations; the Companys ability to effectively compete in the industry in which it does
business; the Companys existing indebtedness may mature in an unfavorable credit environment,
preventing refinancing or forcing refinancing of the indebtedness on terms that are not as
favorable as the existing terms; interest rates may fluctuate, impacting costs associated with the
Companys outstanding floating rate debt; the Companys ability to comply with debt covenants; any
future ratings on the Companys debt instruments; the regional concentration of the Companys
business may subject it to economic downturns in the states of Florida and Texas; the Companys
reliance on its call center; the Companys cash flow may be insufficient to meet required payments
of principal, interest and dividends; and tax law changes that may change the taxability of future
income.
Business and Overview
We believe we are the fifth largest operator of self-storage properties in the United States
based on facilities owned and managed. All of our stores are operated under the user-friendly name
Uncle Bobs Self-Storage®.
Operating Strategy
Our operating strategy is designed to generate growth and enhance value by:
A. | Increasing operating performance and cash flow through aggressive management of our stores: |
- | We seek to differentiate our self-storage facilities from our competition through innovative marketing and value-added product offerings including: |
- | Our Customer Care Center, which for the last 10 years has answered sales inquiries and made reservations for all of our Properties on a centralized basis, | ||
- | The Uncle Bobs truck move-in program, under which, at present, 257 of our stores offer a free Uncle Bobs truck to assist our customers moving into their spaces, | ||
- | Our dehumidification system, known as Dri-guard, which provides our customers with a better environment to store their goods and improves yields on our Properties, and | ||
- | Internet marketing and sales. |
- | Our Name your Price concession differentiates us from the free month offer now prevalent in our industry, and allows us to engage the customer in a unique manner. We are able to customize this offer based on occupancies and demand. | ||
- | Our customized property management systems enable us to track trends, set optimal pricing levels, enjoy considerable economies of scale in vendor and supply pricing, and control collections and accounts receivable. |
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- | In addition, our managers are better qualified and receive a significantly higher level of training than they did in the past, customer access and security are greatly enhanced as a result of advances in technology, and property appearance and functionality have been improved. |
B. | Acquiring additional stores: |
- | Our objective is to acquire new stores one or two at a time in markets we currently operate in. By so doing, we can add to our existing base, which should improve market penetration in those areas, and contribute to the benefits achieved from economies of scale. |
- | We may also enter new markets if we can do so by acquiring a group of stores in those markets. We feel that our marketing efforts and control systems can enhance even those portfolios that have been managed efficiently by independent operators, and that attractive returns can be generated by such acquisitions. |
C. | Expanding our management business: |
- | We see our management business as a source of future acquisitions. We may develop additional joint ventures in which we are minority owners and managers of the self-storage facilities acquired by these joint ventures. The joint venture agreements will give us first right of refusal to purchase the managed properties in the event they are offered for sale. |
D. | Expanding and enhancing our existing stores: |
- | Over the past five years, we have undertaken a program of expanding and enhancing our Properties. In 2007, we expended approximately $25 million to add some 444,000 square feet of premium space (i.e., air-conditioned and/or humidity controlled) to our Properties; in 2008, we spent approximately $26 million to add 403,000 square feet and to convert 95,000 square feet to premium storage; in 2009, we completed construction of a new 78,000 square foot facility in Richmond Virginia, added 175,000 square feet to other existing Properties, and converted 64,000 square feet to premium storage for a total cost of approximately $18 million; and in 2010, we added 162,000 square feet to existing Properties, and converted 6,500 square feet to premium storage for a total cost of approximately $9 million. |
Supply and Demand / Operating Trends
We believe the supply and demand model in the self-storage industry is micro market specific
in that a majority of our business comes from within a five mile radius of our stores. The recent
economic conditions and the credit market environment have resulted in a decrease in new supply on
a national basis in the last three years. With the recent loosening of the debt and equity
markets, we have seen capitalization rates on quality acquisitions (expected annual return on
investment) decrease from approximately 8% to 7.25%.
Since 2007, our industry has experienced some softness in demand. This was due to the
economic slowdown that began in late 2007, and in part to regional issues, such as the reduction of
hurricane driven demand in Florida and the Gulf Coast states, and to an overall slowdown in the
housing sector. We believe the housing slowdown has impacted our industry in two ways: 1.) a
reduction in lease-up activity resulting from fewer residential real estate transactions (both
buyers and sellers of residences use our product in times of transition) and 2.) a contraction of
housing construction activity which has reduced the number of people working in the construction
trades (trades people are a measurable part of our usual customer base.) Although same-store
customer move-ins were lower in 2010 as compared to 2009, move-outs were also lower by a higher
amount, leaving a slight net increase in customers for 2010.
In 2010, we returned to positive same store revenue growth after experiencing a 3.1% decline
in same store
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revenue in 2009. From 2003 through 2008 we had experienced positive same store sales growth. We
expect conditions in most of our markets to continue the slow recovery that we saw in 2010 and are
forecasting 2% to 4% revenue growth on a same store basis in 2011.
We were able to reduce many expenses at the store operating level in 2009 and 2010 to mitigate
the effect of the revenue challenges. Expenses related to operating a self-storage facility had
increased substantially over the previous five years as a result of expanded hours, increased
health care costs, property insurance costs, and the costs of amenities (such as Uncle Bobs
trucks). While we do not expect further expense decreases in 2011, we do believe expense increases
will be at a manageable level of between 2% and 4%.
Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and results of operations are based
upon our consolidated financial statements, which have been prepared in accordance with U.S.
generally accepted accounting principles. The preparation of these financial statements requires us
to make estimates and judgments that affect the amounts reported in our financial statements and
the accompanying notes. On an on-going basis, we evaluate our estimates and judgments, including
those related to carrying values of storage facilities, bad debts, and contingencies and
litigation. We base these estimates on experience and on various other assumptions that we believe
to be reasonable under the circumstances, the results of which form the basis for making judgments
about the carrying values of assets and liabilities that are not readily apparent from other
sources. Actual results may differ from these estimates under different assumptions or conditions.
Carrying value of storage facilities: We believe our judgment regarding the impairment of the
carrying value of our storage facilities is a critical accounting policy. Our policy is to assess
any impairment of value whenever events or circumstances indicate that the carrying value of a
storage facility may not be recoverable. Such events or circumstances would include negative
operating cash flow, significant declining revenue per storage facility, or an expectation that,
more likely than not, a property will be sold or otherwise disposed of significantly before the end
of its previously estimated useful life. Impairment is evaluated based upon comparing the sum of
the expected undiscounted future cash flows to the carrying value of the storage facility, on a
property by property basis. If the sum of the undiscounted cash flow is less than the carrying
amount, an impairment loss is recognized for the amount by which the carrying amount exceeds the
fair value of the asset. If cash flow projections are inaccurate and in the future it is
determined that storage facility carrying values are not recoverable, impairment charges may be
required at that time and could materially affect our operating results and financial position.
Estimates of undiscounted cash flows could change based upon changes in market conditions, expected
occupancy rates, etc. At December 31, 2010 and 2009, no assets had been determined to be impaired
under this policy.
Estimated useful lives of long-lived assets: We believe that the estimated lives used for our
depreciable, long-lived assets is a critical accounting policy. We periodically evaluate the
estimated useful lives of our long-lived assets to determine if any changes are warranted based
upon various factors, including changes in the planned usage of the assets, customer demand, etc.
Changes in estimated useful lives of these assets could have a material adverse impact on our
financial condition or results of operations. We have not made significant changes to the
estimated useful lives of our long-lived assets in the past and we dont have any current
expectation of making significant changes in 2011.
Consolidation and investment in joint ventures: We consolidate all wholly owned subsidiaries.
Partially owned subsidiaries and joint ventures are consolidated when we control the entity.
Investments in joint ventures that we do not control but for which we have significant influence
over are reported using the equity method. Under the equity method, our investment in joint
ventures are stated at cost and adjusted for our share of net earnings or losses and reduced by
distributions. Equity in earnings of real estate ventures is generally recognized based on our
ownership interest in the earnings of each of the unconsolidated real estate ventures.
Revenue and Expense Recognition: Rental income is recognized when earned pursuant to
month-to-month leases for storage space. Promotional discounts are recognized as a reduction to
rental income over the promotional period, which is generally during the first month of occupancy.
Rental income received prior to the start of the rental period is included in deferred revenue.
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Qualification as a REIT: We operate, and intend to continue to operate, as a REIT under the
Code, but no assurance can be given that we will at all times so qualify. To the extent that we
continue to qualify as a REIT, we will not be taxed, with certain limited exceptions, on the
taxable income that is distributed to our shareholders. If we fail to qualify as a REIT, any
requirement to pay federal income taxes could have a material adverse impact on our financial
conditions and results of operations.
Recent Accounting Pronouncements
In June 2009, the FASB issued revised accounting guidance under ASC Topic 810, Consolidation
by issuing SFAS No. 167, Amendments to FASB Interpretation No. 46(R) (SFAS 167). The revised
guidance amends previous guidance (as previously required under FASB Interpretation No. 46(R),
"Variable Interest Entities) for determining whether an entity is a variable interest entity
(VIE) and requires an enterprise to perform an analysis to determine whether the enterprises
variable interest or interests give it a controlling financial interest in a VIE. Under the
revised guidance, an enterprise has a controlling financial interest when it has a) the power to
direct the activities of a VIE that most significantly impact the entitys economic performance and
b) the obligation to absorb losses of the entity or the right to receive benefits from the entity
that could potentially be significant to the VIE. The revised guidance also requires an enterprise
to assess whether it has an implicit financial responsibility to ensure that a VIE operates as
designed when determining whether it has power to direct the activities of the VIE that most
significantly impact the entitys economic performance. The revised guidance also requires ongoing
assessments of whether an enterprise is the primary beneficiary of a VIE, requires enhanced
disclosures and eliminates the scope exclusion for qualifying special-purpose entities. The
revised guidance is effective for the first annual reporting period that begins after November 15,
2009, with early adoption prohibited. The adoption of this revised guidance did not have a
material effect on the Companys consolidated financial statements.
In January 2010, the Financial Accounting Standards Board (FASB) issued ASU No. 2010-06 to
amend the disclosure requirements related to recurring and nonrecurring fair value measurements.
This update requires new disclosures on significant transfers of assets and liabilities between
Level 1 and Level 2 of the fair value hierarchy (including the reasons for these transfers) and the
reasons for any transfers in or out of Level 3. This update also requires a reconciliation of
recurring Level 3 measurements about purchases, sales, issuances and settlements on a gross basis.
In addition to these new disclosure requirements, this update clarifies certain existing disclosure
requirements. For example, this update clarifies that reporting entities are required to provide
fair value measurement disclosures for each class of assets and liabilities rather than each major
category of assets and liabilities. This update also clarifies the requirement for entities to
disclose information about both the valuation techniques and inputs used in estimating Level 2 and
Level 3 fair value measurements. This update became effective for the Company January 1, 2010,
except for the requirement to provide the Level 3 activity of purchases, sales, issuances, and
settlements on a gross basis, which will become effective for the Company with the interim and
annual reporting period beginning January 1, 2011. The Company will not be required to provide the
amended disclosures for any previous periods presented for comparative purposes. Other than
requiring additional disclosures in Note 9, the adoption of this update did not have a material
effect on the Companys consolidated financial statements.
YEAR ENDED DECEMBER 31, 2010 COMPARED TO YEAR ENDED DECEMBER 31, 2009
We recorded rental revenues of $182.9 million for the year ended December 31, 2010, a decrease
of $0.2 million or 0.1% when compared to 2009 rental revenues of $183.1 million. Of the decrease
in rental revenue, $0.4 million resulted from a 0.2% decrease in rental revenues at the 344 core
properties considered in same store sales (those properties included in the consolidated results of
operations since January 1, 2009). The decrease in same store rental revenues was a result of a
small decrease in average rental income per square foot as a result of our continued use of move-in
incentives to attract customers. Average occupancy in 2010 was essentially flat to 2009. The
decrease in same store rental income was offset by a $0.2 million increase in rental revenues
resulting from the continued lease-up of our Richmond Virginia property constructed in 2009 and the
few days of revenues from the acquisition of seven properties completed in late December 2010.
Other income, which includes merchandise sales,
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insurance commissions, truck rentals, management fees and acquisition fees, increased in 2010
primarily as a result of $1.0 million increase in commissions earned from our customer insurance
program.
Property operating expenses increased $1.1 million or 2.2%, in 2010 compared to 2009. The
increase resulted mostly from higher health insurance costs and repairs and maintenance expense, as
other property expenses were kept at or below 2009 levels. Property tax expense decreased $0.3
million as a result of assessment reductions and municipalities holding property tax rates steady.
We expect same-store operating costs to increase moderately in 2011 with increases primarily
attributable to employee costs, utilities, and property taxes.
General and administrative expenses increased $3.2 million or 17.2% from 2009 to 2010. The
key drivers of the increase were a $1.3 million increase in salaries and performance incentives,
$0.8 million in property acquisition expenses in 2010 versus no acquisitions in 2009, $0.5 million
increase in health insurance costs, $0.4 million increase in internet advertising, and a $0.2
increase in tax expense related to our taxable REIT subsidiary.
Depreciation and amortization expense increased to $32.9 million in 2010 from $32.7 million in
2009, primarily as a result of a full year of depreciation on the Virginia property constructed in
2009, and the depreciation on the expansions completed at existing stores.
Interest expense decreased from $50.1 million in 2009 to $31.7 million in 2010 as a result of
the following factors:
| Our credit rating remained investment grade during all of 2010. In May 2009, Fitch Ratings downgraded our rating on our unsecured floating rate notes which triggered a temporary 1.75% increase in the interest rate on our $150 million term notes and a 0.375% increase in the interest rate on our $250 million term notes. The increase was effective from May to October of 2009, at which time our credit rating was upgraded back to investment grade rating after our common stock offering in October 2009; |
| At March 31, 2009, the Company had violated the leverage ratio covenant contained in the line of credit and term note agreements. In May 2009, the Company obtained a waiver of the violation as of March 31, 2009. The fees paid to obtain the waiver were approximately $0.9 million and are included in 2009 interest expense. No such violations occurred in 2010; |
| On October 5, 2009, the Company used proceeds from the issuance of common stock to terminate the interest rate swap agreements with notional amounts of $75 million and $25 million (see Note 8 of our financial statements). The total cost to terminate the swaps was $8.4 million and is included as additional interest expense in 2009. No such termination occurred in 2010, and; |
| In October 2009, we wrote-off to interest expense $0.6 million of unamortized financing fees related to the $100 million term note that was repaid with the proceeds of the common stock offering. No financing fees were written-off in 2010. |
The casualty loss recorded in 2009 relates to insurance proceeds received that were less than
the carrying value of a building damaged by a fire at one of our facilities.
During 2009, we sold a parcel of land to the State of Georgia Department of Transportation for
their use as part of a road widening project for net cash proceeds of $1.1 million resulting in a
gain on sale of $1.1 million.
As described in Note 5 to the financial statements, during 2010 the Company sold ten
non-strategic storage facilities for net cash proceeds of $23.7 million resulting in a gain of $6.9
million. During 2009 the Company sold five non-strategic storage facilities for net cash proceeds
of $16.3 million resulting in a loss of $1.6 million. During 2008 the Company sold one
non-strategic storage facility for net cash proceeds of $7.0 million resulting in a gain of $0.7
million. The 2010, 2009, and 2008 operations of these facilities and the loss/gain associated with
the disposal are reported in income from discontinued operations for all periods presented.
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YEAR ENDED DECEMBER 31, 2009 COMPARED TO YEAR ENDED DECEMBER 31, 2008
We recorded rental revenues of $183.1 million for the year ended December 31, 2009, a decrease
of $5.6 million or 3.0% when compared to 2008 rental revenues of $188.7 million. Of the decrease
in rental revenue, $6.3 million resulted from a 3.3% decrease in rental revenues at the 342 core
properties considered in same store sales (those properties included in the consolidated results of
operations since January 1, 2008). The decrease in same store rental revenues was a result of a
2.1% decrease in average rental income per square foot as a result of increased move-in incentives
used in 2009 to attract customers. We also experienced a decrease in square foot occupancy of 115
basis points, which we believe resulted from general economic conditions, in particular the housing
sector. These decreases were partially offset by a $0.6 million increase in rental revenues
resulting from having the three stores acquired in 2008 included for a full year of operations.
Other income, which includes merchandise sales, insurance commissions, truck rentals, management
fees and acquisition fees, increased in 2009 primarily as a result of $0.3 million increase in
commissions earned from our customer insurance program.
Property operating expenses decreased $2.9 million or 5.4%, in 2009 compared to 2008. Much of
the decrease resulted from numerous expense control initiatives and from a reduction in yellow page
advertising at the 342 core properties considered same stores. Property tax expense increased $0.9
million as a result of a 4.0% increase in property taxes at the 342 core properties and from
having the 2008 acquisitions included for a full year of operations.
General and administrative expenses increased $1.4 million or 7.9% from 2008 to 2009. The
increase primarily resulted from the write-off of construction in progress projects that were
terminated and an increase in internet advertising.
Depreciation and amortization expense decreased to $32.7 million in 2009 from $33.3 million in
2008, primarily as a result of a $1.0 million decrease in amortization of in-place customers leases
relating to previous year acquisitions, offset partially by a full year of depreciation on those
acquisitions.
Interest expense increased from $38.1 million in 2008 to $50.1 million in 2009 as a result of
the 2009 credit ratings downgrade, covenant violation, termination of interest rate swaps, and the
write-off of unamortized financing fees noted in the comparison of 2010 versus 2009.
FUNDS FROM OPERATIONS
We believe that Funds from Operations (FFO) provides relevant and meaningful information
about our operating performance that is necessary, along with net earnings and cash flows, for an
understanding of our operating results. FFO adds back historical cost depreciation, which assumes
the value of real estate assets diminishes predictably in the future. In fact, real estate asset
values increase or decrease with market conditions. Consequently, we believe FFO is a useful
supplemental measure in evaluating our operating performance by disregarding (or adding back)
historical cost depreciation.
FFO is defined by the National Association of Real Estate Investment Trusts, Inc. (NAREIT)
as net income computed in accordance with generally accepted accounting principles (GAAP),
excluding gains or losses on sales of properties, plus depreciation and amortization and after
adjustments to record unconsolidated partnerships and joint ventures on the same basis. We believe
that to further understand our performance, FFO should be compared with our reported net income and
cash flows in accordance with GAAP, as presented in our consolidated financial statements.
Our computation of FFO may not be comparable to FFO reported by other REITs or real estate
companies that do not define the term in accordance with the current NAREIT definition or that
interpret the current NAREIT definition differently. FFO does not represent cash generated from
operating activities determined in accordance with GAAP, and should not be considered as an
alternative to net income (determined in accordance with GAAP) as an indication of our performance,
as an alternative to net cash flows from operating activities (determined in accordance with GAAP)
as a measure of our liquidity, or as an indicator of our ability to make cash distributions.
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Reconciliation of Net Income to Funds From Operations
For Year Ended December 31, | ||||||||||||||||||||
(dollars in thousands) | 2010 | 2009 | 2008 | 2007 | 2006 | |||||||||||||||
Net income attributable to common
shareholders |
$ | 40,642 | $ | 19,916 | $ | 37,399 | $ | 37,958 | $ | 34,098 | ||||||||||
Net income attributable to
noncontrolling interests |
1,899 | 1,738 | 2,284 | 2,631 | 2,434 | |||||||||||||||
Depreciation of real estate and
amortization of intangible assets
exclusive of deferred financing fees |
32,939 | 32,736 | 33,252 | 32,779 | 24,119 | |||||||||||||||
Depreciation of real estate
included in discontinued operations |
217 | 1,083 | 1,215 | 1,257 | 1,186 | |||||||||||||||
Depreciation and amortization from
unconsolidated joint ventures |
788 | 820 | 333 | 59 | 168 | |||||||||||||||
Casualty gain |
| | | (114 | ) | | ||||||||||||||
(Gain) loss on sale of real estate |
(6,944 | ) | 509 | (716 | ) | | | |||||||||||||
Funds from
operations allocable to noncontrolling interest in
Operating
Partnership |
(885 | ) | (984 | ) | (1,366 | ) | (1,425 | ) | (1,450 | ) | ||||||||||
Funds from operations allocable to
noncontrolling interest in
consolidated joint ventures |
(1,360 | ) | (1,360 | ) | (1,564 | ) | (1,848 | ) | (1,785 | ) | ||||||||||
Funds from operations available to
common shareholders |
$ | 67,296 | $ | 54,458 | $ | 70,837 | $ | 71,297 | $ | 58,770 | ||||||||||
LIQUIDITY AND CAPITAL RESOURCES
Our line of credit and term notes require us to meet certain financial covenants measured on a
quarterly basis, including prescribed leverage, fixed charge coverage, minimum net worth,
limitations on additional indebtedness, and limitations on dividend payouts. At December 31, 2010,
the Company was in compliance with all debt covenants. The most sensitive covenant is the leverage
ratio covenant contained in our line of credit and term note agreements. This covenant limits our
total consolidated liabilities to 55% of our gross asset value. At December 31, 2010, our leverage
ratio as defined in the agreements was approximately 42.4%. The agreements define total
consolidated liabilities to include the liabilities of the Company plus our share of liabilities of
unconsolidated joint ventures. The agreements also define a prescribed formula for determining
gross asset value which incorporates the use of a 9.25% capitalization rate applied to annualized
earnings before interest, taxes, depreciation and amortization (EBITDA) as defined in the
agreements. In 2009, the Company had violated the leverage ratio covenant contained in the line of
credit and term note agreements and obtained a waiver of the violation. The fees paid to obtain
the waiver were approximately $0.9 million and are included in interest expense in 2009. In the
event that the Company violates debt covenants in the future, the amounts due under the agreements
could be callable by the lenders.
On October 5, 2009, the Company completed the public offering of 4,025,000 shares of its
common stock at $29.75 per share. Net proceeds to the Company after deducting underwriting
discounts and commissions and estimated offering expenses were approximately $114.0 million. The
Company used the net proceeds from the offering to repay $100 million of the Companys unsecured
term note due June 2012 and to terminate two interest rate swaps relating to the debt repaid at a
cost of $8.4 million. The Company used the remaining proceeds along with operating cash flows to
payoff a maturing mortgage in December 2009 of $26.1 million.
We believe that the steps the Company has taken, including but not limited to the equity
raised from our 2009 common stock offering of approximately $114.0 million, the pay down of $100
million of our term notes in
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2009, and the reduction in the quarterly dividend as discussed in our distribution policy on page
7, will be adequate to avoid future covenant violations under the current terms of our line of
credit and term note agreements.
Our ability to retain cash flow is limited because we operate as a REIT. In order to maintain
our REIT status, a substantial portion of our operating cash flow must be used to pay dividends to
our shareholders. We believe that our internally generated net cash provided by operating
activities and the availability on our line of credit will be sufficient to fund ongoing
operations, capital improvements, dividends and debt service requirements through June 2011, at
which time our revolving line of credit matures. At our option the revolving line of credit can be
extended for one year until June 2012 for a fee of 0.25%. Future draws on our line of credit may
be limited due to covenant restrictions.
Cash flows from operating activities were $73.7 million, $59.1 million and $77.1 million for
the years ended December 31, 2010, 2009, and 2008, respectively. The increase in operating cash
flows from 2009 to 2010 was primarily due to an increase in net income as a result of reduced
interest expense. The decrease in operating cash flows from 2008 to 2009 was primarily due to a
decrease in net income. The decrease in net income was primarily a result of lower rental income
and increased interest expense.
Cash used in investing activities was $32.6 million, $4.4 million, and $82.7 million for the
years ended December 31, 2010, 2009, and 2008 respectively. The increase in cash used from 2009 to
2010 was due to the purchase of seven storage facilities in 2010 for $34.7 million. No facilities
were purchased in 2009. In addition, the proceeds from the sale of the ten stores in 2010 of $23.7
million exceeded the proceeds from the five stores sold in 2009 of $16.3 million. The decrease in
cash used from 2008 to 2009 was due to (i) reduced acquisition and capital improvement activity in
2009, (ii) an increase in proceeds from the sale of storage facilities in 2009, and (iii) a
reduction in the funding of our share of the joint venture entered into in 2008.
Cash used in financing activities was $46.0 million in 2010, compared to $48.5 million in 2009
and cash provided by financing activities of $6.1 million in 2008. In 2010, our financing
activities were generally limited to a net $10.0 million draw on our line of credit as well as our
recurring dividends, distributions, and mortgage principal payments. In 2009, we used our
operating cash flow and the proceeds from our common stock offering to paydown $14.0 million of our
line of credit, $100 million of term notes, and a $26.1 million mortgage. In 2008, the excess
proceeds from refinancing our term notes with a new $250.0 million term note primarily resulted in
the net cash provided by financing activities.
In 2008, we entered into agreements relating to unsecured credit arrangements, and received
funds under those arrangements. As part of the agreements, the Company entered into a $250 million
unsecured term note maturing in June 2012 bearing interest at LIBOR plus 1.625% (based on the
Companys December 31, 2010 credit rating). The proceeds from this term note were used to repay
the Companys previous line of credit that was to mature in September 2008, the Companys term note
that was to mature in September 2009, the term note maturing in July 2008, and to provide for
working capital. We repaid $100 million of this term note with the proceeds of our common stock
offering in October 2009. The agreements also provide for a $125 million revolving line of credit
maturing June 2011 bearing interest at a variable rate equal to LIBOR plus 1.375% (based on the
Companys credit rating at December 31, 2010), and requires a 0.25% facility fee. The interest
rate at December 31, 2010 on the Companys available line of credit was approximately 1.64% (1.61%
at December 31, 2009). At December 31, 2010, there was $115 million available on the unsecured
line of credit. We believe that if operating results remain consistent with historical levels and
levels of other debt and liabilities remain consistent with amounts outstanding at December 31,
2010, the remaining $115 million available on our line of credit could be drawn without violating
our debt covenants.
We also maintain a $80 million term note maturing September 2013 bearing interest at a fixed
rate of 6.26%, a $20 million term note maturing September 2013 bearing interest at a variable rate
equal to LIBOR plus 1.50%, and a $150 million unsecured term note maturing in April 2016 bearing
interest at 6.38% (based on our December 31, 2010 credit ratings).
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Our line of credit facility and term notes have an investment grade rating from Standard and
Poors and Fitch Ratings (BBB-). In May 2009, due to our debt covenant violation and operating
trends, Fitch Ratings downgraded the Companys rating on its revolving credit facility and term
notes to non-investment grade (BB+). As a result of our common stock offering in October 2009 and
the use of proceeds to repay $100 million of term notes, Fitch Ratings upgraded our rating on our
line of credit and term notes again to investment grade (BBB-).
In addition to the unsecured financing mentioned above, our consolidated financial statements
also include $79.0 million of mortgages payable as detailed below:
* | 7.80% mortgage note due December 2011, secured by 11 self-storage facilities (Locke Sovran I) with an aggregate net book value of $42.0 million, principal and interest paid monthly. The outstanding balance at December 31, 2010 on this mortgage was $27.8 million. | |
* | 7.19% mortgage note due March 2012, secured by 27 self-storage facilities (Locke Sovran II) with an aggregate net book value of $80.1 million, principal and interest paid monthly. The outstanding balance at December 31, 2010 on this mortgage was $40.3 million. | |
* | 7.25% mortgage note due December 2011, secured by 1 self-storage facility with an aggregate net book value of $5.5 million, principal and interest paid monthly. Estimated market rate at time of acquisition 5.40%. The outstanding balance at December 31, 2010 on this mortgage was $3.2 million. | |
* | 6.76% mortgage note due September 2013, secured by 1 self-storage facility with an aggregate net book value of $1.9 million, principal and interest paid monthly. The outstanding balance at December 31, 2010 on this mortgage was $1.0 million. | |
* | 6.35% mortgage note due March 2014, secured by 1 self-storage facility with an aggregate net book value of $3.7 million, principal and interest paid monthly. The outstanding balance at December 31, 2010 on this mortgage was $1.0 million. | |
* | 7.50% mortgage notes due August 2011, secured by 3 self-storage facilities with an aggregate net book value of $13.7 million, principal and interest paid monthly. Estimated market rate at time of acquisition 6.42%. The outstanding balance at December 31, 2010 on this mortgage was $5.7 million. |
The 7.80% and 7.19% mortgages were incurred in 2001 and 2002 respectively as part of the
financing of the consolidated joint ventures. The Company assumed the 7.25%, 6.76%, 6.35%, and
7.50% mortgage notes in connection with the acquisitions of storage facilities in 2005 and 2006.
Our Dividend Reinvestment and Stock Purchase Plan was suspended in November 2009, and
therefore we did not issue any shares under this plan in 2010. During 2009, we issued
approximately 1.4 million shares via our Dividend Reinvestment and Stock Purchase Plan and the
Employee Stock Option Plan. We received $32.6 million from the
sale of such shares. We may reinstate our Dividend Reinvestment and Stock Purchase Plan in 2011.
During 2010 and 2009, we did not acquire any shares of our common stock via the Share
Repurchase Program authorized by the Board of Directors. From the inception of the Share
Repurchase Program through December 31, 2010, we have reacquired a total of 1,171,886 shares
pursuant to this program. From time to time, subject to market price and certain loan covenants,
we may reacquire additional shares.
Future acquisitions, our expansion and enhancement program, and share repurchases are expected
to be funded with draws on our line of credit, issuance of common and preferred stock, the issuance
of unsecured term notes, sale of properties, and private placement solicitation of joint venture
equity. Should the capital market revert back to 2009 conditions, we may have to curtail
acquisitions, our expansion and enhancement program, and share repurchases as we approach June
2011, when our line of credit matures. At our option, the revolving line of credit can be extended
for one year until June 2012 for a fee of 0.25%.
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CONTRACTUAL OBLIGATIONS
The following table summarizes our future contractual obligations:
Contractual | Payments due by period | |||||||||||||||||||
obligations | Total | 2011 | 2012-2013 | 2014-2015 | 2016 and thereafter | |||||||||||||||
Line of credit |
$ | 10.0 million | $ | 10.0 million | | | | |||||||||||||
Term notes |
$ | 400.0 million | | $ | 250.0 million | | $ | 150.0 million | ||||||||||||
Mortgages payable |
$ | 79.0 million | $ | 38.1 million | $ | 40.0 million | $ | 0.9 million | | |||||||||||
Interest payments |
$ | 75.5 million | $ | 23.4 million | $ | 30.5 million | $ | 19.2 million | $ | 2.4 million | ||||||||||
Interest rate swap
payments |
$ | 10.5 million | $ | 7.0 million | $ | 3.5 million | | | ||||||||||||
Land lease |
$ | 1.0 million | $ | 0.1 million | $ | 0.1 million | $ | 0.1 million | $ | 0.7 million | ||||||||||
Building leases |
$ | 2.9 million | $ | 0.6 million | $ | 1.4 million | $ | 0.9 million | | |||||||||||
Total |
$ | 578.9 million | $ | 79.2 million | $ | 325.5 million | $ | 21.1 million | $ | 153.1 million |
Interest payments include actual interest on fixed rate debt and estimated interest for
floating-rate debt based on December 31, 2010 rates. Interest rate swap payments include net
settlements of swap liabilities based on forecasted variable rates.
ACQUISITION OF PROPERTIES
During 2010, we used the proceeds from the sale of the ten Properties and borrowings pursuant
to our line of credit to acquire seven Properties in North Carolina comprising 0.5 million square
feet from unaffiliated storage operators. We acquired no properties in 2009. During 2008, we used
operating cash flow, borrowings pursuant to our line of credit, borrowings under the bank term
note, and proceeds from our Dividend Reinvestment and Stock Purchase Plan to acquire three
Properties in Mississippi and Ohio comprising 0.2 million square feet from unaffiliated storage
operators.
FUTURE ACQUISITION AND DEVELOPMENT PLANS
Our external growth strategy is to increase the number of facilities we own by acquiring
suitable facilities in markets in which we already have operations, or to expand into new markets
by acquiring several facilities at once in those new markets. We are actively pursuing
acquisitions in 2011 but as of December 31, 2010 we had no properties under contract to purchase.
In 2010, we added 162,000 square feet to existing Properties, and converted 6,500 square feet
to premium storage for a total cost of approximately $9 million. In 2009 spent approximately $18
million to add 175,000 square feet to existing Properties, and to convert 64,000 square feet to
premium storage. We also completed construction of a new 78,000 square foot facility in Richmond,
Virginia. Although we do not expect to construct any new facilities in 2011, we do plan to expend
up to $32 million to expand and enhance existing facilities.
DISPOSITION OF PROPERTIES
During 2010 we sold ten non-strategic storage facilities located in Georgia, Michigan, North
Carolina and Virginia for net cash proceeds of $23.7 million resulting in a gain of $6.9 million.
During 2009, we sold five non-strategic storage facilities in Massachusetts, North Carolina, and
Pennsylvania for net cash proceeds of $16.3 million resulting in a loss of $1.6 million. During
2008, we sold one non-strategic storage facility located in Michigan for net cash proceeds of $7.0
million resulting in a gain of $0.7 million.
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We may seek to sell additional Properties to third parties or joint venture programs in 2011.
OFF-BALANCE SHEET ARRANGEMENTS
We have a 20% ownership interest in Sovran HHF Storage Holdings LLC (Sovran HHF), a joint
venture that was formed in May 2008 to acquire self-storage properties that are managed by us. The
carrying value of our investment at December 31, 2010 was $19.7 million. Twenty five properties
were acquired by Sovran HHF as of December 31, 2008 for approximately $171.5 million. We
contributed $18.6 million to the joint venture as our share of capital required to fund the
acquisitions.
As manager of Sovran HHF, we earn a management and call center fee of 7% of gross revenues
which totaled $1.3 million, $1.2 million and $0.5 million for 2010, 2009 and 2008, respectively.
We also received an acquisition fee of 0.5% or $0.7 million of purchase price for securing
purchases for the joint venture in 2008. Our share of Sovran HHFs income for 2010, 2009 and 2008
was $0.3 million, $0.2 million and $0.1 million, respectively. At December 31, 2010, Sovran HHF
owed us $0.3 million for payments made by us on behalf of the joint venture.
We also have a 49% ownership interest in Iskalo Office Holdings, LLC, which owns the building
that houses the Companys headquarters and other tenants. Our investment includes a capital
contribution of $49. The carrying value of our investment is a liability of $0.6 million at
December 31, 2010 and $0.5 million at December 31, 2009 and 2008, and is included in accounts
payable and accrued liabilities in the accompanying consolidated balance sheets. For the years
ended December 31, 2010, 2009 and 2008, our share of Iskalo Office Holdings, LLCs (loss) income
was ($79,000), $7,000, and ($6,000), respectively. We paid rent to Iskalo Office Holdings, LLC of
$644,000, $608,000, and $600,000 in 2010, 2009, and 2008, respectively. Future minimum lease
payments under the lease are $0.6 million per year through 2015.
A summary of the unconsolidated joint ventures financial statements as of and for the year
ended December 31, 2010 is as follows:
Sovran HHF | ||||||||
Storage | Iskalo Office | |||||||
(dollars in thousands) | Holdings LLC | Holdings, LLC | ||||||
Balance Sheet Data: |
||||||||
Investment in storage facilities, net |
$ | 165,540 | $ | | ||||
Investment in office building |
| 5,260 | ||||||
Other assets |
3,808 | 554 | ||||||
Total Assets |
$ | 169,348 | $ | 5,814 | ||||
Due to the Company |
$ | 252 | $ | | ||||
Mortgages payable |
76,952 | 6,898 | ||||||
Other liabilities |
2,175 | 331 | ||||||
Total Liabilities |
79,379 | 7,229 | ||||||
Unaffiliated partners equity (deficiency) |
71,975 | (798 | ) | |||||
Company equity (deficiency) |
17,994 | (617 | ) | |||||
Total Liabilities and Partners Equity (deficiency) |
$ | 169,348 | $ | 5,814 | ||||
Income Statement Data: |
||||||||
Total revenues |
$ | 17,938 | $ | 978 | ||||
Depreciation |
3,622 | 210 | ||||||
Other expenses |
12,918 | 930 | ||||||
Net income (loss) |
$ | 1,398 | $ | (162 | ) | |||
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We do not expect to have material future cash outlays relating to these joint ventures outside
our share of capital for future acquisitions of properties by Sovran HHF. We do not guarantee the
debt of Sovran HHF or Iskalo Office Holdings, LLC. A summary of our cash flows arising from the
off-balance sheet arrangements with Sovran HHF and Iskalo Office Holdings, LLC for the three years
ended December 31, 2010 are as follows:
Year ended December 31, | ||||||||||||
(dollars in thousands) | 2010 | 2009 | 2008 | |||||||||
Statement of Operations | ||||||||||||
Other operating income (management fees and acquisition
fee income) |
$ | 1,260 | $ | 1,243 | $ | 1,135 | ||||||
General and administrative expenses (corporate office rent) |
644 | 608 | 600 | |||||||||
Equity in income of joint ventures |
241 | 235 | 104 | |||||||||
Distributions from unconsolidated joint ventures |
494 | 686 | 345 | |||||||||
Investing activities |
||||||||||||
Investment in joint ventures |
| (331 | ) | (20,287 | ) | |||||||
(Advances to) reimbursement of advances to joint ventures |
(80 | ) | 163 | (336 | ) |
REIT QUALIFICATION AND DISTRIBUTION REQUIREMENTS
As a REIT, we are not required to pay federal income tax on income that we distribute to our
shareholders, provided that the amount distributed is equal to at least 90% of our taxable income.
These distributions must be made in the year to which they relate, or in the following year if
declared before we file our federal income tax return, and if it is paid before the first regular
dividend of the following year. The first distribution of 2011 may be applied toward our 2010
distribution requirement.
As a REIT, we must derive at least 95% of our total gross income from income related to real
property, interest and dividends. In 2010, our percentage of revenue from such sources was
approximately 97%, thereby passing the 95% test, and no special measures are expected to be
required to enable us to maintain our REIT designation. Although we currently intend to operate in
a manner designed to qualify as a REIT, it is possible that future economic, market, legal, tax or
other considerations may cause our Board of Directors to revoke our REIT election.
INTEREST RATE RISK
We have entered into interest rate swap agreements in order to mitigate the effects of
fluctuations in interest rates on our variable rate debt. At December 31, 2010, we have three
outstanding interest rate swap agreements as summarized below:
Fixed | Floating Rate | |||||||||||||||
Notional Amount | Effective Date | Expiration Date | Rate Paid | Received | ||||||||||||
$20 Million |
9/4/05 | 9/4/13 | 4.4350 | % | 6 month LIBOR | |||||||||||
$50 Million |
7/1/08 | 6/25/12 | 4.2825 | % | 1 month LIBOR | |||||||||||
$100 Million |
7/1/08 | 6/22/12 | 4.2965 | % | 1 month LIBOR |
Upon renewal or replacement of the credit facility, our total interest may change dependent on
the terms we negotiate with the lenders; however, the LIBOR base rates have been contractually
fixed on $170 million of our debt through the interest rate swap termination dates.
Through June 2012, $400 million of our $410 million of unsecured debt is on a fixed rate basis
after taking into account the interest rate swaps noted above. Based on our outstanding unsecured
debt of $410 million at December 31, 2010, a 100 basis point increase in interest rates would have
a $0.1 million effect on our interest expense.
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The table below summarizes our debt obligations and interest rate derivatives at December 31,
2010. The estimated fair value of financial instruments is subjective in nature and is dependent
on a number of important assumptions, including discount rates and relevant comparable market
information associated with each financial instrument. The use of different market assumptions and
estimation methodologies may have a material effect on the reported estimated fair value amounts.
Accordingly, the estimates presented below are not necessarily indicative of the amounts the
Company would realize in a current market exchange.
Expected Maturity Date Including Discount | Fair | |||||||||||||||||||||||||||||||
(dollars in thousands) | 2011 | 2012 | 2013 | 2014 | 2015 | Thereafter | Total | Value | ||||||||||||||||||||||||
Line of credit variable rate LIBOR
+ 1.375 (1.64% at December 31, 2010) |
$ | 10,000 | | | | | | $ | 10,000 | $ | 10,000 | |||||||||||||||||||||
Notes Payable: |
||||||||||||||||||||||||||||||||
Term note variable rate LIBOR+1.625%
(1.89% at December 31, 2010) |
| $ | 150,000 | | | | | $ | 150,000 | $ | 150,000 | |||||||||||||||||||||
Term note variable rate LIBOR+1.50%
(2.00% at December 31, 2010) |
| | $ | 20,000 | | | | $ | 20,000 | $ | 20,000 | |||||||||||||||||||||
Term note fixed rate 6.26% |
| | $ | 80,000 | | | | $ | 80,000 | $ | 79,914 | |||||||||||||||||||||
Term note fixed rate 6.38% |
| | | | | $ | 150,000 | $ | 150,000 | $ | 145,152 | |||||||||||||||||||||
Mortgage note fixed rate 7.80% |
$ | 27,817 | | | | | | $ | 27,817 | $ | 28,561 | |||||||||||||||||||||
Mortgage note fixed rate 7.19% |
$ | 1,301 | $ | 38,963 | | | | | $ | 40,264 | $ | 41,612 | ||||||||||||||||||||
Mortgage note fixed rate 7.25% |
$ | 3,220 | | | | | | $ | 3,220 | $ | 3,255 | |||||||||||||||||||||
Mortgage note fixed rate 6.76% |
$ | 27 | $ | 29 | $ | 896 | | | | $ | 952 | $ | 993 | |||||||||||||||||||
Mortgage note fixed rate 6.35% |
$ | 30 | $ | 31 | $ | 34 | $ | 949 | | | $ | 1,044 | $ | 1,084 | ||||||||||||||||||
Mortgage notes fixed rate 7.50% |
$ | 5,657 | | | | | | $ | 5,657 | $ | 5,746 | |||||||||||||||||||||
Interest rate derivatives liability |
| | | | | | | $ | 10,528 |
INFLATION
We do not believe that inflation has had or will have a direct effect on our operations.
Substantially all of the leases at the facilities are on a month-to-month basis which provides us
with the opportunity to increase rental rates as each lease matures.
SEASONALITY
Our revenues typically have been higher in the third and fourth quarters, primarily 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,
we believe that our customer 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, we do not expect seasonality to affect materially distributions to
shareholders.
Item 7A. | Quantitative and Qualitative Disclosures About Market Risk |
The information required is incorporated by reference to the information appearing under the
caption Interest Rate Risk in Item 7. Managements Discussion and Analysis of Financial
Condition and Results of Operations above.
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Item 8. | Financial Statements and Supplementary Data |
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of Sovran Self Storage, Inc.
We have audited the accompanying consolidated balance sheets of Sovran Self Storage, Inc. as
of December 31, 2010 and 2009, and the related consolidated statements of operations, shareholders
equity and comprehensive income, and cash flows for each of the three years in the period ended
December 31, 2010. Our audits also included the financial statement schedule listed in the Index at
Item 15(a). These financial statements and schedule are the responsibility of the Companys
management. Our responsibility is to express an opinion on these financial statements and schedule
based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the consolidated financial position of Sovran Self Storage, Inc. at December 31, 2010 and
2009, and the consolidated results of its operations and its cash flows for each of the three years
in the period ended December 31, 2010, in conformity with U.S. generally accepted accounting
principles. Also, in our opinion, the related financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, presents fairly in all material
respects the information set forth therein.
As discussed in Note 2 to the consolidated financial statements, the Company retrospectively
adjusted the consolidated financial statements as a result of the Companys adoption of Statement
of Financial Accounting Standards No. 160, Noncontrolling Interests in Consolidated Financial
Statements an Amendment of ARB No. 51 (codified in FASB ASC Topic 810 Consolidation) on
January 1, 2009.
We also have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), Sovran Self Storage, Inc.s internal control over financial
reporting as of December 31, 2010, based on criteria established in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our
report dated February 25, 2011 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP | ||||
Buffalo, New York February 25, 2011 |
||||
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SOVRAN SELF STORAGE, INC.
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS
December 31, | ||||||||
(dollars in thousands, except share data) | 2010 | 2009 | ||||||
Assets |
||||||||
Investment in storage facilities: |
||||||||
Land |
$ | 240,651 | $ | 234,522 | ||||
Building, equipment, and construction in progress |
1,179,305 | 1,129,932 | ||||||
1,419,956 | 1,364,454 | |||||||
Less: accumulated depreciation |
(271,797 | ) | (238,971 | ) | ||||
Investment in storage facilities, net |
1,148,159 | 1,125,483 | ||||||
Cash and cash equivalents |
5,766 | 10,710 | ||||||
Accounts receivable |
2,377 | 2,346 | ||||||
Receivable from unconsolidated joint venture |
253 | 173 | ||||||
Investment in unconsolidated joint venture |
19,730 | 19,944 | ||||||
Prepaid expenses |
4,408 | 4,203 | ||||||
Other assets |
4,848 | 5,313 | ||||||
Net assets of discontinued operations |
| 16,926 | ||||||
Total Assets |
$ | 1,185,541 | $ | 1,185,098 | ||||
Liabilities |
||||||||
Line of credit |
$ | 10,000 | $ | | ||||
Term notes |
400,000 | 400,000 | ||||||
Accounts payable and accrued liabilities |
23,991 | 22,316 | ||||||
Deferred revenue |
4,925 | 4,980 | ||||||
Fair value of interest rate swap agreements |
10,528 | 11,524 | ||||||
Mortgages payable |
78,954 | 81,219 | ||||||
Total Liabilities |
528,398 | 520,039 | ||||||
Noncontrolling redeemable Operating Partnership
Units at redemption value |
12,480 | 15,005 | ||||||
Shareholders Equity |
||||||||
Common stock $.01 par value, 100,000,000 shares
authorized, 27,650,829 shares outstanding
(27,547,027 at December 31, 2009) |
288 | 287 | ||||||
Additional paid-in capital |
816,986 | 814,988 | ||||||
Dividends in excess of net income |
(148,264 | ) | (139,863 | ) | ||||
Accumulated other comprehensive income |
(10,254 | ) | (11,265 | ) | ||||
Treasury stock at cost, 1,171,886 shares |
(27,175 | ) | (27,175 | ) | ||||
Total Shareholders Equity |
631,581 | 636,972 | ||||||
Noncontrolling interest- consolidated joint venture |
13,082 | 13,082 | ||||||
Total Equity |
644,663 | 650,054 | ||||||
Total Liabilities and Shareholders Equity |
$ | 1,185,541 | $ | 1,185,098 | ||||
See notes to consolidated financial statements.
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SOVRAN SELF STORAGE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended December 31, | ||||||||||||
(dollars in thousands, except per share data) | 2010 | 2009 | 2008 | |||||||||
Revenues |
||||||||||||
Rental income |
$ | 182,865 | $ | 183,074 | $ | 188,717 | ||||||
Other operating income |
9,207 | 7,966 | 7,569 | |||||||||
Total operating revenues |
192,072 | 191,040 | 196,286 | |||||||||
Expenses |
||||||||||||
Property operations and maintenance |
51,845 | 50,726 | 53,605 | |||||||||
Real estate taxes |
19,065 | 19,355 | 18,485 | |||||||||
General and administrative |
21,857 | 18,649 | 17,279 | |||||||||
Depreciation and amortization |
32,939 | 32,736 | 33,252 | |||||||||
Total operating expenses |
125,706 | 121,466 | 122,621 | |||||||||
Income from operations |
66,366 | 69,574 | 73,665 | |||||||||
Other income (expenses) |
||||||||||||
Interest expense |
(31,711 | ) | (50,050 | ) | (38,097 | ) | ||||||
Interest income |
84 | 85 | 322 | |||||||||
Casualty loss |
| (390 | ) | | ||||||||
Gain on sale of land |
| 1,127 | | |||||||||
Equity in income of joint ventures |
240 | 235 | 104 | |||||||||
Income from continuing operations |
34,979 | 20,581 | 35,994 | |||||||||
Income from discontinued operations (including a
gain on disposal of $6,944 in 2010, loss on disposal of $1,636 in 2009 and gain on disposal of $716 in 2008) |
7,562 | 1,073 | 3,689 | |||||||||
Net income |
42,541 | 21,654 | 39,683 | |||||||||
Net income attributable to noncontrolling interest |
(1,899 | ) | (1,738 | ) | (2,284 | ) | ||||||
Net income attributable to common shareholders |
$ | 40,642 | $ | 19,916 | $ | 37,399 | ||||||
Earnings per common share attributable to common
shareholders basic |
||||||||||||
Continuing operations |
$ | 1.20 | $ | 0.79 | $ | 1.55 | ||||||
Discontinued operations |
0.28 | 0.05 | 0.17 | |||||||||
Earnings per share basic |
$ | 1.48 | $ | 0.84 | $ | 1.72 | ||||||
Earnings per common share attributable to common
shareholders diluted |
||||||||||||
Continuing operations |
$ | 1.20 | $ | 0.79 | $ | 1.55 | ||||||
Discontinued operations |
0.28 | 0.05 | 0.17 | |||||||||
Earnings per share diluted |
$ | 1.48 | $ | 0.84 | $ | 1.72 | ||||||
Dividends declared per common share |
$ | 1.80 | $ | 1.54 | $ | 2.54 |
See notes to consolidated financial statements.
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SOVRAN SELF STORAGE, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY AND COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY AND COMPREHENSIVE INCOME
Dividends | Accumulated | |||||||||||||||||||||||||||
Common | Additional | in | Other | |||||||||||||||||||||||||
Stock | Common | Paid-in | Excess of | Comprehensive | Treasury | Total | ||||||||||||||||||||||
(dollars in thousands, except share data) | Shares | Stock | Capital | Net Income | Income (loss) | Stock | Equity | |||||||||||||||||||||
Balance January 1, 2008 |
21,676,586 | $ | 228 | $ | 654,141 | $ | (105,729 | ) | $ | (1,368 | ) | $ | (27,175 | ) | $ | 520,097 | ||||||||||||
Net proceeds from issuance of stock through Dividend
Reinvestment and Stock Purchase Plan |
285,308 | 3 | 10,654 | | | | 10,657 | |||||||||||||||||||||
Exercise of stock options |
2,600 | | 72 | | | | 72 | |||||||||||||||||||||
Issuance of non-vested stock |
45,713 | 1 | | | | | 1 | |||||||||||||||||||||
Earned portion of non-vested stock |
| | 1,444 | | | | 1,444 | |||||||||||||||||||||
Stock option expense |
| | 279 | | | | 279 | |||||||||||||||||||||
Deferred compensation outside directors |
6,141 | | 112 | | | | 112 | |||||||||||||||||||||
Carrying value less than redemption value on redeemed
partnership units |
| | (69 | ) | | | | (69 | ) | |||||||||||||||||||
Adjustment to redemption value of noncontrolling
redeemable Operating Partnership Units |
| | | 1,439 | | | 1,439 | |||||||||||||||||||||
Net income attributable to common shareholders |
| | | 37,399 | | | 37,399 | |||||||||||||||||||||
Change in fair value of derivatives |
| | | | (23,794 | ) | | (23,794 | ) | |||||||||||||||||||
Total comprehensive income |
| | | | | | 13,605 | |||||||||||||||||||||
Dividends |
| | | (55,690 | ) | | | (55,690 | ) | |||||||||||||||||||
Balance December 31, 2008 |
22,016,348 | 232 | 666,633 | (122,581 | ) | (25,162 | ) | (27,175 | ) | 491,947 | ||||||||||||||||||
Net proceeds from the issuance of common stock |
4,025,000 | 40 | 113,931 | | | | 113,971 | |||||||||||||||||||||
Net proceeds from issuance of stock through Dividend
Reinvestment and Stock Purchase Plan |
1,430,521 | 14 | 32,548 | | | | 32,562 | |||||||||||||||||||||
Exercise of stock options |
3,770 | | 62 | | | | 62 | |||||||||||||||||||||
Issuance of non-vested stock |
59,590 | 1 | | | | | 1 | |||||||||||||||||||||
Earned portion of non-vested stock |
| | 1,379 | | | | 1,379 | |||||||||||||||||||||
Stock option expense |
| | 321 | | | | 321 | |||||||||||||||||||||
Deferred compensation outside directors |
11,798 | | 114 | | | | 114 | |||||||||||||||||||||
Adjustment to redemption value of noncontrolling
redeemable Operating Partnership Units |
| | | (156 | ) | | | (156 | ) | |||||||||||||||||||
Net income attributable to common shareholders |
| | | 19,916 | | | 19,916 | |||||||||||||||||||||
Change in fair value of derivatives |
| | | | 13,897 | | 13,897 | |||||||||||||||||||||
Total comprehensive income |
| | | | | | 33,813 | |||||||||||||||||||||
Dividends |
| | | (37,042 | ) | | | (37,042 | ) | |||||||||||||||||||
Balance December 31, 2009 |
27,547,027 | 287 | 814,988 | (139,863 | ) | (11,265 | ) | (27,175 | ) | 636,972 | ||||||||||||||||||
Exercise of stock options |
25,650 | | 603 | | | | 603 | |||||||||||||||||||||
Issuance of non-vested stock |
78,152 | 1 | 616 | | | | 617 | |||||||||||||||||||||
Earned portion of non-vested stock |
| | 1,307 | | | | 1,307 | |||||||||||||||||||||
Stock option expense |
| | 354 | | | | 354 | |||||||||||||||||||||
Deferred compensation outside directors |
| | 239 | | | | 239 | |||||||||||||||||||||
Carrying value less than redemption value on redeemed
partnership units |
| | (1,121 | ) | | | | (1,121 | ) | |||||||||||||||||||
Adjustment to redemption value of noncontrolling
redeemable Operating Partnership Units |
| | | 620 | | | 620 | |||||||||||||||||||||
Net income attributable to common shareholders |
| | | 40,642 | | | 40,642 | |||||||||||||||||||||
Change in fair value of derivatives |
| | | | 1,011 | | 1,011 | |||||||||||||||||||||
Total comprehensive income |
| | | | | | 41,653 | |||||||||||||||||||||
Dividends |
| | | (49,663 | ) | | | (49,663 | ) | |||||||||||||||||||
Balance December 31, 2010 |
27,650,829 | $ | 288 | $ | 816,986 | $ | (148,264 | ) | $ | (10,254 | ) | $ | (27,175 | ) | $ | 631,581 | ||||||||||||
See notes to consolidated financial statements
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SOVRAN SELF STORAGE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31, | ||||||||||||
(dollars in thousands) | 2010 | 2009 | 2008 | |||||||||
Operating Activities |
||||||||||||
Net income |
$ | 42,541 | $ | 21,654 | $ | 39,683 | ||||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||||||
Depreciation and amortization |
34,186 | 35,656 | 35,659 | |||||||||
(Gain) loss on sale of storage facilities |
(6,944 | ) | 1,636 | (716 | ) | |||||||
Gain on sale of land |
| (1,127 | ) | | ||||||||
Casualty loss |
| 390 | | |||||||||
Equity in income of joint ventures |
(240 | ) | (235 | ) | (104 | ) | ||||||
Distributions from unconsolidated joint venture |
494 | 686 | 345 | |||||||||
Non-vested stock earned |
1,307 | 1,379 | 1,444 | |||||||||
Stock option expense |
354 | 321 | 279 | |||||||||
Changes in assets and liabilities: |
||||||||||||
Accounts receivable |
(21 | ) | 509 | (171 | ) | |||||||
Prepaid expenses |
(72 | ) | 413 | 118 | ||||||||
Accounts payable and other liabilities |
2,257 | (1,677 | ) | 619 | ||||||||
Deferred revenue |
(191 | ) | (462 | ) | (24 | ) | ||||||
Net cash provided by operating activities |
73,671 | 59,143 | 77,132 | |||||||||
Investing Activities |
||||||||||||
Acquisition of storage facilities |
(34,717 | ) | | (18,547 | ) | |||||||
Improvements, equipment additions, and construction in progress |
(21,516 | ) | (22,261 | ) | (45,709 | ) | ||||||
Net proceeds from the sale of storage facility |
23,708 | 16,309 | 7,002 | |||||||||
Net proceeds from the sale of land |
| 1,140 | | |||||||||
Casualty insurance proceeds received |
| 518 | | |||||||||
Investment in unconsolidated joint venture |
| (331 | ) | (20,287 | ) | |||||||
Additional investment in consolidated joint ventures net of cash acquired |
| | (6,106 | ) | ||||||||
(Advances) reimbursement of advances to joint ventures |
(80 | ) | 163 | (336 | ) | |||||||
Reimbursement of property deposits |
| | 1,259 | |||||||||
Receipts from related parties |
| 14 | 13 | |||||||||
Net cash used in investing activities |
(32,605 | ) | (4,448 | ) | (82,711 | ) | ||||||
Financing Activities |
||||||||||||
Net proceeds from sale of common stock |
842 | 146,710 | 10,842 | |||||||||
Proceeds from line of credit |
32,000 | 30,000 | 14,000 | |||||||||
Repayment of line of credit and term note |
(22,000 | ) | (144,000 | ) | (206,000 | ) | ||||||
Proceeds from term notes |
| | 250,000 | |||||||||
Financing costs |
| | (3,085 | ) | ||||||||
Dividends paid common stock |
(49,663 | ) | (51,133 | ) | (55,256 | ) | ||||||
Distributions to noncontrolling interest holders |
(2,030 | ) | (2,006 | ) | (2,633 | ) | ||||||
Redemption of operating partnership units |
(2,894 | ) | | (114 | ) | |||||||
Mortgage principal and capital lease payments |
(2,265 | ) | (28,042 | ) | (1,699 | ) | ||||||
Net cash (used in) provided by financing activities |
(46,010 | ) | (48,471 | ) | 6,055 | |||||||
Net (decrease) increase in cash |
(4,944 | ) | 6,224 | 476 | ||||||||
Cash at beginning of period |
10,710 | 4,486 | 4,010 | |||||||||
Cash at end of period |
$ | 5,766 | $ | 10,710 | $ | 4,486 | ||||||
Supplemental cash flow information |
||||||||||||
Cash paid for interest, net of interest capitalized |
$ | 30,698 | $ | 49,154 | $ | 37,970 | ||||||
Fair value of net liabilities assumed on the acquisition of storage facilities |
3 | | 107 |
Dividends declared but unpaid at December 31, 2010 and 2009 were $0 and at December 31, 2008 were
$14,090.
See notes to consolidated financial statements.
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SOVRAN SELF STORAGE, INC. DECEMBER 31, 2010
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION
Sovran Self Storage, Inc. (the Company, We, Our, or Sovran), 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. At December 31,
2010, we had an ownership interest in and managed 377 self-storage properties in 24 states under
the name Uncle Bobs Self Storage ®. Among our 377 self-storage properties are 27 properties that
we manage for a consolidated joint venture of which we are a majority owner and 25 properties that
we manage for an unconsolidated joint venture of which we are a 20% owner. Approximately 42% of
the Companys revenue is derived from stores in the states of Texas and Florida.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation: All of the Companys assets are owned by, and all its operations are
conducted through, Sovran Acquisition Limited Partnership (the Operating Partnership). Sovran
Holdings, Inc., a wholly-owned subsidiary of the Company (the Subsidiary), is the sole general
partner of the Operating Partnership; the Company is a limited partner of the Operating
Partnership, and through its ownership of the Subsidiary and its limited partnership interest
controls the operations of the Operating Partnership, holding a 98.8% ownership interest therein as
of December 31, 2010. The remaining ownership interests in the Operating Partnership (the Units)
are held by certain former owners of assets acquired by the Operating Partnership subsequent to its
formation.
We consolidate all wholly owned subsidiaries. Partially owned subsidiaries and joint ventures
are consolidated when we control the entity. Our consolidated financial statements include the
accounts of the Company, the Operating Partnership, Uncle Bobs Management, LLC (the Companys
taxable REIT subsidiary), Locke Sovran I, LLC, and Locke Sovran II, LLC, which is a majority owned
joint venture. All intercompany transactions and balances have been eliminated. Investments in
joint ventures that we do not control but for which we have significant influence over are reported
using the equity method.
In June 2008, the Company made an additional investment of $6.1 million in Locke Sovran I, LLC
that increased the Companys ownership from approximately 70% to 100%.
In December 2007, the FASB issued additional accounting guidance now codified in ASC Topic
810, Consolidation through the issuance of FASB Statement No. 160, Noncontrolling Interests in
Consolidated Financial Statements (SFAS No. 160) which was adopted by the Company on January 1,
2009. The additional guidance requires that the portion of equity in a subsidiary attributable to
the owners of the subsidiary other than the parent or the parents affiliates be labeled
noncontrolling interests and presented in the consolidated balance sheet as a component of
equity. The additional guidance does not significantly change the Companys past accounting
practices with respect to the attribution of net income between controlling and noncontrolling
interests, however, the provisions of the additional guidance require that earnings attributable to
noncontrolling interests be reported as part of consolidated earnings and not as a separate
component of income or expense. In addition, the additional guidance requires the disclosure of
the attribution of consolidated earnings to the controlling and noncontrolling interests on the
face of the statement of operations.
In accordance with the guidance provided in ASC Topic 810, Consolidation we present
noncontrolling interests in Locke Sovran II, LLC as a separate component of equity, called
Noncontrolling interests consolidated joint venture in the consolidated balance sheets. The
following table sets forth the activity in the noncontrolling interest consolidated joint
venture:
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(Dollars in thousands) | 2010 | 2009 | ||||||
Beginning balance noncontrolling interests consolidated joint venture |
$ | 13,082 | $ | 13,082 | ||||
Net income attributable to noncontrolling interests consolidated joint venture |
1,360 | 1,360 | ||||||
Distributions |
(1,360 | ) | (1,360 | ) | ||||
Ending balance noncontrolling interests consolidated joint venture |
$ | 13,082 | $ | 13,082 | ||||
Included in the consolidated balance sheets are noncontrolling redeemable operating
partnership units. These interests are presented in the mezzanine section of the consolidated
balance sheet because they dont meet the functional definition of a liability or equity under
current accounting literature. These represent the outside ownership interests of the limited
partners in the Operating Partnership. At December 31, 2010 and 2009, there were 339,025 and
419,952 noncontrolling redeemable operating partnership Units outstanding, respectively. The
Operating Partnership is obligated to redeem each of these limited partnership Units in the
Operating Partnership at the request of the holder thereof for cash equal to the fair market value
of a share of the Companys common stock, at the time of such redemption, provided that the Company
at its option may elect to acquire any such Unit presented for redemption for one common share or
cash. The Company accounts for these noncontrolling redeemable Operating Partnership Units under
the provisions of EITF D-98, Classification and Measurement of Redeemable Securities which are
included in FASB ASC Topic 480-10-S99. The application of the FASB ASC Topic 480-10-S99 accounting
model requires the noncontrolling interest to follow normal noncontrolling interest accounting and
then be marked to redemption value at the end of each reporting period if higher (but never
adjusted below that normal noncontrolling interest accounting amount). The offset to the
adjustment to the carrying amount of the noncontrolling redeemable Operating Partnership Units is
reflected in dividends in excess of net income. Accordingly, in the accompanying consolidated
balance sheet, noncontrolling redeemable Operating Partnership Units are reflected at redemption
value at December 31, 2010 and 2009, equal to the number of Units outstanding multiplied by the
fair market value of the Companys common stock at that date. Redemption value exceeded the value
determined under the Companys historical basis of accounting at those dates.
(Dollars in thousands) | 2010 | 2009 | ||||||
Beginning balance noncontrolling redeemable Operating Partnership Units |
$ | 15,005 | $ | 15,118 | ||||
Redemption of Operating Partnership Units |
(2,894 | ) | | |||||
Redemption value in excess of carrying value |
1,121 | | ||||||
Net income attributable to noncontrolling interests consolidated joint venture |
539 | 378 | ||||||
Distributions |
(671 | ) | (647 | ) | ||||
Adjustment to redemption value |
(620 | ) | 156 | |||||
Ending balance noncontrolling redeemable Operating Partnership Units |
$ | 12,480 | $ | 15,005 | ||||
Cash and Cash Equivalents: The Company considers all highly liquid investments purchased with
maturities of three months or less to be cash equivalents. The cash balance includes $2.4 million
and $2.3 million, respectively, held in escrow for encumbered properties at December 31, 2010 and
2009.
Revenue and Expense Recognition: Rental income is recognized when earned pursuant to
month-to-month leases for storage space. Promotional discounts are recognized as a reduction to
rental income over the promotional period, which is generally during the first month of occupancy.
Rental income received prior to the start of the rental period is included in deferred revenue.
Equity in earnings of real estate joint ventures that we have significant influence over is
recognized based on our ownership interest in the earnings of these entities.
Cost of operations, general and administrative expense, interest expense and advertising costs
are expensed as incurred. For the years ended December 31, 2010, 2009, and 2008, advertising costs
were $2.3 million, $1.9 million, and $1.4 million, respectively. The Company accrues property
taxes based on estimates and historical trends. If these estimates are incorrect, the timing and
amount of expense recognition would be affected.
Other Operating Income: Consists primarily of sales of storage-related merchandise (locks and
packing supplies), insurance commissions, incidental truck rentals, and management fees from
unconsolidated joint ventures.
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Investment in Storage Facilities: Storage facilities are recorded at cost. The purchase price
of acquired facilities is allocated to land, building, equipment, and in-place customer leases
based on the fair value of each component. The fair values of land are determined based upon
comparable market sales information. The fair values of buildings are determined based upon
estimates of current replacement costs adjusted for required deferred maintenance on the
properties. Acquisition-related transaction costs incurred after December 31, 2008 have been
expensed as incurred. For the year ended December 31, 2010, $0.8 million of acquisition related
costs are included in general and administrative expenses. No acquisitions were completed in 2009
and therefore there were no acquisition related costs expensed during 2009.
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 that extend the useful life of
assets are capitalized. Interest and other costs incurred during the construction period of major
expansions are capitalized. Capitalized interest during the years ended December 31, 2010, 2009,
and 2008 was $0.1, $0.2 million and $0.4 million, respectively. Repair and maintenance costs are
expensed as incurred.
Whenever events or changes in circumstances indicate that the basis of the Companys property
may not be recoverable, the Companys policy is to assess any impairment of value. Impairment is
evaluated based upon comparing the sum of the expected undiscounted future cash flows to the
carrying value of the property, on a property by property basis. If the sum of the undiscounted
cash flow is less than the carrying amount, an impairment loss is recognized for the amount by
which the carrying amount of the asset exceeds the fair value of the asset. At December 31, 2010
and 2009, no assets had been determined to be impaired under this policy and, accordingly, this
policy had no impact on the Companys financial position or results of operations.
Other Assets: Included in other assets are net loan acquisition costs, a note receivable,
property deposits, and the value placed on in-place customer leases at the time of acquisition. The
loan acquisition costs were $5.9 million at December 31, 2010, and 2009. Accumulated amortization
on the loan acquisition costs was approximately $4.4 million and $3.4 million at December 31, 2010,
and 2009, respectively. Loan acquisition costs are amortized over the terms of the related debt.
The note receivable of $2.8 million represents a note from certain investors of Locke Sovran II,
LLC. The note bears interest at LIBOR plus 2.4% and matures upon the dissolution of Locke Sovran
II, LLC. There were no property deposits at December 31, 2010 or 2009.
The Company allocates a portion of the purchase price of acquisitions to in-place customer
leases. The fair value of in-place customer leases is determined using an income approach.
Estimates of future income are derived from customers in existence at the date of acquisition based
primarily on historical income derived from the leases with those customers and the Companys
experience with customer turnover. The Company amortizes in-place customer leases on a
straight-line basis over 12 months (the estimated future benefit period). At December 31, 2010,
the gross carrying amount of in-place customer leases was $6.0 million and the accumulated
amortization was $5.4 million
Amortization expense, including amortization of in-place customer leases, was $1.0 million,
$2.1 million and $2.5 million for the periods ended December 31, 2010, 2009 and 2008, respectively.
Accounts Payable and Accrued Liabilities: Accounts payable and accrued liabilities consists
primarily of trade payables, accrued interest, and property tax accruals. The Company accrues
property tax expense based on estimates and historical trends. Actual expense could differ from
these estimates.
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 90% of its taxable income to its shareholders and complies with certain other
requirements.
The Company has elected to treat certain of its subsidiaries as taxable REIT subsidiaries. In
general, the
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Companys taxable REIT subsidiaries may perform additional services for tenants and generally may
engage in certain real estate or non-real estate related business. A taxable REIT subsidiary is
subject to corporate federal and state income taxes. Deferred tax assets and liabilities are
determined based on differences between financial reporting and tax bases of assets and
liabilities.
For the years ended December 31, 2010, 2009 and 2008, the Company recorded federal and state
income tax expense of $1.1 million, $0.9 million and $0.7 million, respectively. At December 31,
2010 and 2009, there were no material unrecognized tax benefits. Interest and penalties relating to
uncertain tax positions will be recognized in income tax expense when incurred. As of December 31,
2010 and 2009, the Company had no interest or penalties related to uncertain tax provisions. On an
aggregate basis, the Companys reported amounts of net assets exceeds the tax basis by
approximately $70 million and $73 million at December 31, 2010 and 2009, respectively.
Comprehensive Income: Comprehensive income consists of net income and the change in value of
derivatives used for hedging purposes and is reported in the consolidated statements of
shareholders equity. Comprehensive income was $41.7 million, $33.8 million and $13.6 million for
the years ended December 31, 2010, 2009, and 2008, respectively.
Derivative Financial Instruments: The Company accounts for derivatives in accordance with ASC
Topic 815 Derivatives and Hedging", which requires companies to carry all derivatives on the
balance sheet at fair value. The Company determines the fair value of derivatives using an income
approach. The accounting for changes in the fair value of a derivative instrument depends on
whether it has been designated and qualifies as part of a hedging relationship and, if so, the
reason for holding it. The Companys use of derivative instruments is limited to cash flow hedges
of certain interest rate risks.
Recent Accounting Pronouncements: In June 2009, the FASB issued revised accounting guidance
under ASC Topic 810, Consolidation by issuing SFAS No. 167, Amendments to FASB Interpretation
No. 46(R) (SFAS 167). The revised guidance amends previous guidance (as previously required
under FASB Interpretation No. 46(R), Variable Interest Entities) for determining whether an
entity is a variable interest entity (VIE) and requires an enterprise to perform an analysis to
determine whether the enterprises variable interest or interests give it a controlling financial
interest in a VIE. Under the revised guidance, an enterprise has a controlling financial interest
when it has a) the power to direct the activities of a VIE that most significantly impact the
entitys economic performance and b) the obligation to absorb losses of the entity or the right to
receive benefits from the entity that could potentially be significant to the VIE. The revised
guidance also requires an enterprise to assess whether it has an implicit financial responsibility
to ensure that a VIE operates as designed when determining whether it has power to direct the
activities of the VIE that most significantly impact the entitys economic performance. The
revised guidance also requires ongoing assessments of whether an enterprise is the primary
beneficiary of a VIE, requires enhanced disclosures and eliminates the scope exclusion for
qualifying special-purpose entities. The revised guidance is effective for the first annual
reporting period that begins after November 15, 2009, with early adoption prohibited. The adoption
of this revised guidance did not have a material effect on the Companys consolidated financial
statements.
In January 2010, the Financial Accounting Standards Board (FASB) issued ASU No. 2010-06 to
amend the disclosure requirements related to recurring and nonrecurring fair value measurements.
This update requires new disclosures on significant transfers of assets and liabilities between
Level 1 and Level 2 of the fair value hierarchy (including the reasons for these transfers) and the
reasons for any transfers in or out of Level 3. This update also requires a reconciliation of
recurring Level 3 measurements about purchases, sales, issuances and settlements on a gross basis.
In addition to these new disclosure requirements, this update clarifies certain existing disclosure
requirements. For example, this update clarifies that reporting entities are required to provide
fair value measurement disclosures for each class of assets and liabilities rather than each major
category of assets and liabilities. This update also clarifies the requirement for entities to
disclose information about both the valuation techniques and inputs used in estimating Level 2 and
Level 3 fair value measurements. This update became effective for the Company January 1, 2010,
except for the requirement to provide the Level 3 activity of purchases, sales,
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issuances, and settlements on a gross basis, which will become effective for the Company with the
interim and annual reporting period beginning January 1, 2011. The Company will not be required to
provide the amended disclosures for any previous periods presented for comparative purposes. Other
than requiring additional disclosures in Note 9, the adoption of this update did not have a
material effect on the Companys consolidated financial statements.
Stock-Based Compensation: The Company accounts for stock-based compensation under the
provisions of ASC Topic 718, Compensation Stock Compensation (formerly, FASB Statement 123R).
The Company recognizes compensation cost in its financial statements for all share based payments
granted, modified, or settled during the period. For awards with graded vesting, compensation cost
is recognized on a straight-line basis over the related vesting period.
The Company recorded compensation expense (included in general and administrative expense) of
$354,000, $321,000 and $279,000 related to stock options and $1.3 million, $1.4 million and $1.4
million related to amortization of non-vested stock grants for the years ended December 31, 2010,
2009 and 2008, respectively. The Company uses the Black-Scholes Merton option pricing model to
estimate the fair value of stock options granted subsequent to the adoption of ASC Topic 718. The
application of this pricing model involves assumptions that are judgmental and sensitive in the
determination of compensation expense. The weighted average for key assumptions used in
determining the fair value of options granted during 2010 follows:
Weighted Average | Range | |||
Expected life (years) |
4.50 | 4.50 | ||
Risk free interest rate |
2.34% | 2.04 - 2.59% | ||
Expected volatility |
41.45% | 41.30% - 41.60% | ||
Expected dividend yield |
5.09% | 5.04% - 5.13% | ||
Fair value |
$8.34 | $8.29 - $8.46 |
The weighted-average fair value of options granted during the years ended December 31, 2009
and 2008, were $2.73 and $4.79, respectively.
To determine expected volatility, the Company uses historical volatility based on daily
closing prices of its Common Stock over periods that correlate with the expected terms of the
options granted. The risk-free rate is based on the United States Treasury yield curve at the time
of grant for the expected life of the options granted. Expected dividends are based on the
Companys history and expectation of dividend payouts. The expected life of stock options is based
on the midpoint between the vesting date and the end of the contractual term.
Use of Estimates: The preparation of financial statements in conformity with U.S. 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. EARNINGS PER SHARE
The Company reports earnings per share data in accordance ASC Topic 260, Earnings Per Share.
Effective January 1, 2009, FASB ASC Topic 260 was updated for the issuance of FASB Staff Position
(FSP) EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions
Are Participating Securities", or FSP EITF 03-6-1, with transition guidance included in FASB ASC
Topic 260-10-65-2. Under FSP EITF 03-6-1, unvested share-based payment awards that contain
nonforfeitable rights to dividends or dividend equivalents, whether paid or unpaid, are
participating securities and shall be included in the computation of earnings-per-share pursuant to
the two-class method. The Company has calculated its basic and diluted earnings per share using
the two-class method. The following table sets forth the computation of basic and diluted earnings
per common share utilizing the two-class method.
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(Amounts in thousands, | Year Ended December 31, | |||||||||||
except per share data) | 2010 | 2009 | 2008 | |||||||||
Numerator: |
||||||||||||
Net income from continuing
operations attributable to
common shareholders |
$ | 33,080 | $ | 18,843 | $ | 33,710 | ||||||
Denominator: |
||||||||||||
Denominator for basic
earnings per share weighted
average shares |
27,472 | 23,787 | 21,762 | |||||||||
Effect of Dilutive Securities: |
||||||||||||
Stock options and warrants
and non-vested stock |
42 | 10 | 21 | |||||||||
Denominator for diluted
earnings per share adjusted
weighted average shares and
assumed conversion |
27,514 | 23,797 | 21,783 | |||||||||
Basic Earnings per Common
Share from continuing
operations attributable to
common shareholders |
$ | 1.20 | $ | 0.79 | $ | 1.55 | ||||||
Basic Earnings per Common
Share attributable to common
shareholders |
$ | 1.48 | $ | 0.84 | $ | 1.72 | ||||||
Diluted Earnings per Common
Share from continuing
operations attributable to
common shareholders |
$ | 1.20 | $ | 0.79 | $ | 1.55 | ||||||
Diluted Earnings per Common
Share attributable to common
shareholders |
$ | 1.48 | $ | 0.84 | $ | 1.72 |
Not included in the effect of dilutive securities above are 320,318 stock options and 159,763
unvested restricted shares for the year ended December 31, 2010; 333,072 stock options and 125,871
unvested restricted shares for the year ended December 31, 2009; and 262,247 stock options and
124,161 unvested restricted shares for the year ended December 31, 2008, because their effect would
be antidilutive.
4. INVESTMENT IN STORAGE FACILITIES
The following summarizes activity in storage facilities during the years ended December 31,
2010 and December 31, 2009.
(Dollars in thousands) | 2010 | 2009 | ||||||
Cost: |
||||||||
Beginning balance |
$ | 1,364,454 | $ | 1,343,669 | ||||
Acquisition of storage facilities |
34,155 | | ||||||
Improvements and equipment additions |
23,311 | 26,073 | ||||||
Decrease in construction in progress |
(1,788 | ) | (4,121 | ) | ||||
Dispositions |
(176 | ) | (1,167 | ) | ||||
Ending balance |
$ | 1,419,956 | $ | 1,364,454 | ||||
Accumulated Depreciation: |
||||||||
Beginning balance |
$ | 238,971 | $ | 206,739 | ||||
Additions during the year |
32,939 | 32,451 | ||||||
Dispositions |
(113 | ) | (219 | ) | ||||
Ending balance |
$ | 271,797 | $ | 238,971 | ||||
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The Company allocates purchase price to the tangible and intangible assets and liabilities
acquired based on their estimated fair values. Land and building values are determined at
replacement cost. Intangible assets, which represent the value of existing customer leases, are
recorded at their estimated fair values. During 2010, the Company acquired seven storage
facilities for $34.7 million. Substantially all of the purchase price for these facilities was
allocated to land ($5.4 million), building ($28.2 million), equipment ($0.5 million) and in-place
customer leases ($0.6 million) and the operating results of the acquired facilities have been
included in the Companys operations since the respective acquisition dates. The Company did not
acquire any storage facilities in 2009.
5. DISCONTINUED OPERATIONS
During 2010, the Company sold ten non-strategic storage facilities in Georgia, Michigan, North
Carolina and Virginia for net proceeds of approximately $23.7 million resulting in a gain of $6.9
million. During 2009, the Company sold five non-strategic storage facilities in Massachusetts,
North Carolina, and Pennsylvania for net cash proceeds of $16.3 million resulting in a loss of $1.6
million. In April 2008, the Company sold one non-strategic storage facility located in Michigan
for net cash proceeds of $7.0 million resulting in a gain of $0.7 million. The operations of these
facilities and the loss or gain on sale are reported as discontinued operations. The amounts in
the 2009 and 2008 financial statements related to the operations and the net assets of this
property have been reclassified and are presented as discontinued operations and net assets from
discontinued operations, respectively. Cash flows of discontinued operations have not been
segregated from the cash flows of continuing operations on the accompanying consolidated statement
of cash flows for the years ended December 31, 2010, 2009 and 2008. The following is a summary of
the amounts reported as discontinued operations:
Year Ended December 31, | ||||||||||||
(dollars in thousands) | 2010 | 2009 | 2008 | |||||||||
Total revenue |
$ | 1,404 | $ | 6,158 | $ | 6,950 | ||||||
Property operations and maintenance expense. |
(487 | ) | (1,872 | ) | (2,211 | ) | ||||||
Real estate tax expense |
(82 | ) | (494 | ) | (552 | ) | ||||||
Depreciation and amortization expense |
(217 | ) | (1,083 | ) | (1,214 | ) | ||||||
Net realized gain (loss) on sale of property |
6,944 | (1,636 | ) | 716 | ||||||||
Total income from discontinued operations |
$ | 7,562 | $ | 1,073 | $ | 3,689 | ||||||
6. UNSECURED LINE OF CREDIT AND TERM NOTES
On June 25, 2008, the Company entered into agreements relating to unsecured credit
arrangements, and received funds under those arrangements. As part of the agreements, the Company
entered into a $250 million unsecured term note maturing in June 2012 bearing interest at LIBOR
plus 1.625% (based on the Companys December 31, 2010 credit rating). In October 2009, the Company
repaid $100 million of this term note. The agreements also provide for a $125 million revolving
line of credit maturing June 2011 bearing interest at a variable rate equal to LIBOR plus 1.375%
(based on the Companys credit rating at December 31, 2010), and requires a 0.25% facility fee.
The interest rate at December 31, 2010 on the Companys available line of credit was approximately
1.64% (1.61% at December 31, 2009). At December 31, 2010, there was $115 million available on the
unsecured line of credit. The maturity date of the revolving line of credit can be extended to
June 2012 at the Companys election for a fee of 25 basis points.
The Company also maintains an $80 million term note maturing September 2013 bearing interest
at a fixed rate of 6.26%, a $20 million term note maturing September 2013 bearing interest at a
variable rate equal to LIBOR plus 1.50%, and a $150 million unsecured term note maturing in April
2016 bearing interest at 6.38% (based on the Companys credit rating at December 31, 2010).
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The line of credit and term notes require the Company to meet certain financial covenants,
measured on a quarterly basis, including prescribed leverage, fixed charge coverage, minimum net
worth, limitations on additional indebtedness and limitations on dividend payouts. At December 31,
2010, the Company was in compliance with its debt covenants.
We believe that if operating results remain consistent with historical levels and levels of
other debt and liabilities remain consistent with amounts outstanding at December 31, 2010 the
entire $115 million available on the line of credit could be drawn without violating our debt
covenants.
7. MORTGAGES PAYABLE AND OTHER DEBT DISCLOSURES
Mortgages payable at December 31, 2010 and December 31, 2009 consist of the following:
December 31, | December 31, | |||||||
(dollars in thousands) | 2010 | 2009 | ||||||
7.80% mortgage note due December 2011,
secured by 11 self-storage facilities
(Locke Sovran I) with an aggregate net book
value of $42.0 million, principal and
interest paid monthly |
$ | 27,817 | $ | 28,447 | ||||
7.19% mortgage note due March 2012, secured
by 27 self-storage facilities (Locke Sovran
II) with an aggregate net book value of
$80.1 million, principal and interest paid
monthly |
40,264 | 41,475 | ||||||
7.25% mortgage note due December 2011,
secured by 1 self-storage facility with an
aggregate net book value of $5.5 million,
principal and interest paid monthly.
Estimated market rate at time of
acquisition 5.40% |
3,220 | 3,369 | ||||||
6.76% mortgage note due September 2013,
secured by 1 self-storage facility with an
aggregate net book value of $1.9 million,
principal and interest paid monthly |
952 | 977 | ||||||
6.35% mortgage note due March 2014, secured
by 1 self-storage facility with an
aggregate net book value of $3.7 million,
principal and interest paid monthly |
1,044 | 1,072 | ||||||
7.50% mortgage notes due August 2011,
secured by 3 self-storage facilities with
an aggregate net book value of $13.7
million, principal and interest paid
monthly. Estimated market rate at time of
acquisition 6.42% |
5,657 | 5,879 | ||||||
Total mortgages payable |
$ | 78,954 | $ | 81,219 | ||||
The Company assumed the 7.25%, 6.76%, 6.35%, and 7.50% mortgage notes in connection with the
acquisitions of storage facilities in 2005 and 2006. The 7.25% and 7.50% mortgages were recorded
at their estimated fair value based upon the estimated market rates at the time of the acquisitions
ranging from 5.40% to 6.42%. The carrying value of these two mortgages approximates the actual
principal balance of the mortgages payable. An immaterial premium exists at December 31, 2010,
which will be amortized over the remaining term of the mortgages based on the effective interest
method.
The table below summarizes the Companys debt obligations and interest rate derivatives at
December 31, 2010. The estimated fair value of financial instruments is subjective in nature and
is dependent on a number of important assumptions, including discount rates and relevant comparable
market information associated with each financial instrument. The fair value of the fixed rate
term note and mortgage note were estimated by discounting the future cash flows using the current
rates at which similar loans would be made to borrowers with similar credit ratings and for the
same remaining maturities. The use of different market assumptions and estimation methodologies
may have a material effect on the reported estimated fair value amounts. Accordingly, the
estimates presented below are not necessarily indicative of the amounts the Company would realize
in a current market exchange.
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Expected Maturity Date Including Discount | ||||||||||||||||||||||||||||||||
Fair | ||||||||||||||||||||||||||||||||
(dollars in thousands) | 2011 | 2012 | 2013 | 2014 | 2015 | Thereafter | Total | Value | ||||||||||||||||||||||||
Line of credit variable rate LIBOR
+ 1.375 (1.64% at December 31, 2010) |
$ | 10,000 | | | | | | $ | 10,000 | $ | 10,000 | |||||||||||||||||||||
Notes Payable: |
||||||||||||||||||||||||||||||||
Term note variable rate LIBOR+1.625%
(1.89% at December 31, 2010) |
| $ | 150,000 | | | | | $ | 150,000 | $ | 150,000 | |||||||||||||||||||||
Term note variable rate LIBOR+1.50%
(2.00% at December 31, 2010) |
| | $ | 20,000 | | | | $ | 20,000 | $ | 20,000 | |||||||||||||||||||||
Term note fixed rate 6.26% |
| | $ | 80,000 | | | | $ | 80,000 | $ | 79,914 | |||||||||||||||||||||
Term note fixed rate 6.38% |
| | | | | $ | 150,000 | $ | 150,000 | $ | 145,152 | |||||||||||||||||||||
Mortgage note fixed rate 7.80% |
$ | 27,817 | | | | | | $ | 27,817 | $ | 28,561 | |||||||||||||||||||||
Mortgage note fixed rate 7.19% |
$ | 1,301 | $ | 38,963 | | | | | $ | 40,264 | $ | 41,612 | ||||||||||||||||||||
Mortgage note fixed rate 7.25% |
$ | 3,220 | | | | | | $ | 3,220 | $ | 3,255 | |||||||||||||||||||||
Mortgage note fixed rate 6.76% |
$ | 27 | $ | 29 | $ | 896 | | | | $ | 952 | $ | 993 | |||||||||||||||||||
Mortgage note fixed rate 6.35% |
$ | 30 | $ | 31 | $ | 34 | $ | 949 | | | $ | 1,044 | $ | 1,084 | ||||||||||||||||||
Mortgage notes fixed rate 7.50% |
$ | 5,657 | | | | | | $ | 5,657 | $ | 5,746 | |||||||||||||||||||||
Interest rate derivatives liability |
| | | | | | | $ | 10,528 |
8. DERIVATIVE FINANCIAL INSTRUMENTS
Interest rate swaps are used to adjust the proportion of total debt that is subject to
variable interest rates. The interest rate swaps require the Company to pay an amount equal to a
specific fixed rate of interest times a notional principal amount and to receive in return an
amount equal to a variable rate of interest times the same notional amount. The notional amounts
are not exchanged. No other cash payments are made unless the contract is terminated prior to its
maturity, in which case the contract would likely be settled for an amount equal to its fair value.
The Company enters interest rate swaps with a number of major financial institutions to minimize
counterparty credit risk.
The interest rate swaps qualify and are designated as hedges of the amount of future cash
flows related to interest payments on variable rate debt. Therefore, the interest rate swaps are
recorded in the consolidated balance sheet at fair value and the related gains or losses are
deferred in shareholders equity as Accumulated Other Comprehensive Income (AOCI). These
deferred gains and losses are amortized into interest expense during the period or periods in which
the related interest payments affect earnings. However, to the extent that the interest rate swaps
are not perfectly effective in offsetting the change in value of the interest payments being
hedged, the ineffective portion of these contracts is recognized in earnings immediately.
Ineffectiveness was immaterial in 2010, 2009, and 2008.
The Company has three interest rate swap agreements in effect at December 31, 2010 as detailed
below to effectively convert a total of $170 million of variable-rate debt to fixed-rate debt.
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Fixed | Floating Rate | |||||||||||||||
Notional Amount | Effective Date | Expiration Date | Rate Paid | Received | ||||||||||||
$20 Million |
9/4/05 | 9/4/13 | 4.4350 | % | 6 month LIBOR | |||||||||||
$50 Million |
7/1/08 | 6/25/12 | 4.2825 | % | 1 month LIBOR | |||||||||||
$100 Million |
7/1/08 | 6/22/12 | 4.2965 | % | 1 month LIBOR |
The interest rate swap agreements are the only derivative instruments, as defined by FASB ASC
Topic 815, held by the Company. During 2010, 2009, and 2008, the net reclassification from AOCI to
interest expense was $6.9 million, $9.7 million and $2.6 million, respectively, based on payments
made under the swap agreements. Based on current interest rates, the Company estimates that
payments under the interest rate swaps will be approximately $7.0 million in 2011. Payments made
under the interest rate swap agreements will be reclassified to interest expense as settlements
occur. The fair value of the swap agreements, including accrued interest, was a liability of $10.5
million and $11.5 million at December 31, 2010, and 2009 respectively.
Jan. 1, 2010 | Jan. 1, 2009 | Jan. 1, 2008 | ||||||||||
to | to | to | ||||||||||
(dollars in thousands) | Dec. 31, 2010 | Dec. 31, 2009 | Dec. 31, 2008 | |||||||||
Adjustments to interest expense: |
||||||||||||
Realized loss reclassified from accumulated other
comprehensive loss to interest expense |
$ | (6,900 | ) | $ | (9,687 | ) | $ | (2,601 | ) | |||
Adjustments to other comprehensive income (loss): |
||||||||||||
Realized loss reclassified to interest expense |
6,900 | 9,687 | 2,601 | |||||||||
Unrealized (loss) gain from changes in the fair value of
the effective portion of the interest rate swaps |
(5,889 | ) | 4,210 | (26,395 | ) | |||||||
Gain (loss) included in other comprehensive income (loss) |
$ | 1,011 | $ | 13,897 | $ | (23,794 | ) | |||||
In October 2009, the Company prepaid $100 million in variable rate term notes. In October
2009, the Company also terminated two interest rate swap agreements that were designated as hedges
of forecasted interest payments on variable rate debt. Realized losses recognized in interest
expense in 2009 include $8.4 million in costs to terminate the interest rate swaps. The cost
approximated the fair market values of the swaps at the date of termination. No interest rate swap
termination occurred in 2010.
9. FAIR VALUE MEASUREMENTS
The Company applies the provisions of ASC Topic 820 Fair Value Measurements and Disclosures
in determining the fair value of its financial and nonfinancial assets and liabilities. ASC Topic
820 establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure
fair value. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1
inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level
2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are
observable for the asset or liability, either directly or indirectly through market corroboration,
for substantially the full term of the financial instrument. Level 3 inputs are unobservable
inputs based on our own assumptions used to measure assets and liabilities at fair value. A
financial asset or liabilitys classification within the hierarchy is determined based on the
lowest level input that is significant to the fair value measurement.
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The following table provides the assets and liabilities carried at fair value measured on a
recurring basis as of December 31, 2010 (in thousands):
Asset | ||||||||||||||||
(Liability) | Level 1 | Level 2 | Level 3 | |||||||||||||
Interest rate swaps |
(10,528 | ) | | (10,528 | ) | |
Interest rate swaps are over the counter securities with no quoted readily available Level 1
inputs, and therefore are measured at fair value using inputs that are directly observable in
active markets and are classified within Level 2 of the valuation hierarchy, using the income
approach.
During 2010 assets measured at fair value on a non-recurring basis included the assets
acquired in connection with the acquisition of seven storage facilities discussed in Note 4. To
determine the fair value of land the Company used prices per acre derived from observed
transactions involving comparable land in similar locations, which is considered a level 2 input.
To determine the fair value of buildings and equipment, the Company used current replacement cost
based on internal data derived from recent construction projects or equipment purchases, which are
considered level 3 inputs. To determine the fair value of in-place customer leases, the Company
used an income approach based on estimates of future income derived from customers in existence at
the date of acquisition using historical income derived from the leases with those customers, which
are level 3 inputs.
10. STOCK OPTIONS AND NON-VESTED STOCK
The Company established the 2005 Award and Option Plan (the Plan) which replaced the expired
1995 Award and Option Plan for the purpose of attracting and retaining the Companys executive
officers and other key employees. 1,500,000 shares were authorized for issuance under the Plan.
The options vest ratably over four and eight years, and must be exercised within ten years from the
date of grant. The exercise price for qualified incentive stock options must be at least equal to
the fair market value of the common shares at the date of grant. As of December 31, 2010, options
for 346,313 shares were outstanding under the Plans and options for 914,922 shares of common stock
were available for future issuance.
The Company also established the 2009 Outside Directors Stock Option and Award Plan (the
Non-employee Plan) which replaced the 1995 Outside Directors Stock Option Plan for the purpose of
attracting and retaining the services of experienced and knowledgeable outside directors. The
Non-employee Plan provides for the initial granting of options to purchase 3,500 shares of common
stock and for the annual granting of options to purchase 2,000 shares of common stock to each
eligible director. Such options vest over a one-year period for initial awards and immediately upon
subsequent grants. In addition, each outside director receives non-vested shares annually equal to
80% of the annual fees paid to them. During the restriction period, the non-vested shares may not
be sold, transferred, or otherwise encumbered. The holder of the non-vested shares has all rights
of a holder of common shares, including the right to vote and receive dividends. During 2010,
2,244 non-vested shares were issued to outside directors. Such non-vested shares vest over a
one-year period. The total shares reserved under the Non-employee Plan is 150,000. The exercise
price for options granted under the Non-employee Plan is equal to the fair market value at the date
of grant. As of December 31, 2010, options for 41,005 common shares and non-vested shares of 14,405
were outstanding under the Non-employee Plans and options for 126,800 shares of common stock were
available for future issuance.
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A summary of the Companys stock option activity and related information for the years ended
December 31 follows:
2010 | 2009 | 2008 | ||||||||||||||||||||||
Weighted | Weighted | Weighted | ||||||||||||||||||||||
average | average | average | ||||||||||||||||||||||
exercise | exercise | exercise | ||||||||||||||||||||||
Options | price | Options | price | Options | price | |||||||||||||||||||
Outstanding at beginning
of year: |
397,468 | $ | 40.78 | 360,688 | $ | 43.06 | 168,125 | $ | 42.54 | |||||||||||||||
Granted |
20,000 | 35.49 | 51,500 | 23.99 | 201,163 | 43.12 | ||||||||||||||||||
Exercised |
(25,650 | ) | 23.18 | (4,225 | ) | 21.46 | (2,600 | ) | 27.78 | |||||||||||||||
Forfeited |
(4,500 | ) | 36.86 | (10,495 | ) | 44.53 | (6,000 | ) | 36.86 | |||||||||||||||
Outstanding at end of year |
387,318 | $ | 41.72 | 397,468 | $ | 40.78 | 360,688 | $ | 43.06 | |||||||||||||||
Exercisable at end of year |
197,447 | $ | 42.89 | 159,701 | $ | 40.71 | 118,025 | $ | 38.84 |
A summary of the Companys stock options outstanding at December 31, 2010 follows:
Outstanding | Exercisable | |||||||||||||||
Weighted | Weighted | |||||||||||||||
average | average | |||||||||||||||
exercise | exercise | |||||||||||||||
Exercise Price Range | Options | price | Options | price | ||||||||||||
$20.375 29.99 |
50,000 | $ | 22.71 | 23,000 | $ | 22.71 | ||||||||||
$30.00 39.99 |
49,650 | $ | 35.02 | 30,150 | $ | 34.99 | ||||||||||
$40.00 57.79 |
287,668 | $ | 46.18 | 144,297 | $ | 47.76 | ||||||||||
Total |
387,318 | $ | 41.72 | 197,447 | $ | 42.89 | ||||||||||
Intrinsic value of outstanding stock options at December 31, 2010 |
$ | 809,520 | ||||||||||||||
Intrinsic value of exercisable stock options at December 31, 2010 |
$ | 394,785 |
The intrinsic value of stock options exercised during the years ended December 31, 2010, 2009,
and 2008, were $382,576, $50,188, and $37,691 respectively.
The aggregate intrinsic value is calculated as the difference between the exercise price of
the underlying awards and the quoted price of the Companys common stock at December 31, 2010, or
the price on the date of exercise for those exercised during the year. As of December 31, 2010,
there was approximately $0.8 million of total unrecognized compensation cost related to non-vested
share-based compensation arrangements granted under our stock award plans. That cost is expected
to be recognized over a weighted-average period of approximately 3.7 years. The weighted average
remaining contractual life of all options is 6.8 years, and for exercisable options is 6.0 years.
Non-vested Stock
The Company has also issued 426,884 shares of non-vested stock to employees which vest over
one to nine year periods. During the restriction period, the non-vested shares may not be sold,
transferred, or otherwise encumbered. The holder of the non-vested shares has all rights of a
holder of common shares, including the right to vote and receive dividends. For issuances of
non-vested stock during the year ended December 31, 2010, the fair market value of the non-vested
stock on the date of grant ranged from $31.54 to $39.50. During 2010, 78,152 shares
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of non-vested stock were issued to employees and directors with an aggregate fair value of $2.9
million. The Company charges additional paid-in capital for the market value of shares as they are
issued. The unearned portion is then amortized and charged to expense over the vesting period.
The Company uses the average of the high and low price of its common stock on the date the award is
granted as the fair value for non-vested stock awards.
A summary of the status of unvested shares of stock issued to employees and directors as of
and during the years ended December 31 follows:
2010 | 2009 | 2008 | ||||||||||||||||||||||
Weighted | Weighted | Weighted | ||||||||||||||||||||||
Non- | average | Non- | average | Non- | average | |||||||||||||||||||
vested | grant date | vested | grant date | vested | grant date | |||||||||||||||||||
Shares | fair value | Shares | fair value | Shares | fair value | |||||||||||||||||||
Unvested at beginning
of year: |
154,593 | $ | 39.79 | 130,807 | $ | 44.79 | 115,896 | $ | 45.54 | |||||||||||||||
Granted |
78,152 | 37.03 | 59,590 | 29.70 | 45,713 | 41.50 | ||||||||||||||||||
Vested |
(39,969 | ) | 36.55 | (35,349 | ) | 41.25 | (30,802 | ) | 42.71 | |||||||||||||||
Forfeited |
| | (455 | ) | 43.95 | | | |||||||||||||||||
Unvested at end of year |
192,776 | $ | 39.34 | 154,593 | $ | 39.79 | 130,807 | $ | 44.79 |
Compensation expense of $1.3 million, $1.4 million and $1.4 million was recognized for the
vested portion of non-vested stock grants in 2010, 2009 and 2008, respectively. The fair value of
non-vested stock that vested during 2010, 2009 and 2008 was $1.5 million, $1.5 million and $1.3
million, respectively. The total unrecognized compensation cost related to non-vested stock was
$6.2 million at December 31, 2010, and the remaining weighted-average period over which this
expense will be recognized was 5.8 years.
11. RETIREMENT PLAN
Employees of the Company qualifying under certain age and service requirements are eligible to
be a participant in a 401(k) Plan. The Company contributes to the Plan at the rate of 10% of the
first 4% of gross wages that the employee contributes. Total expense to the Company was
approximately $70,000, $114,000, and $284,000 for the years ended December 31, 2010, 2009 and 2008,
respectively.
12. INVESTMENT IN JOINT VENTURES
The Company has a 20% ownership interest in Sovran HHF Storage Holdings LLC (Sovran HHF), a
joint venture that was formed in May 2008 to acquire self-storage properties that will be managed
by the Company. The carrying value of the Companys investment at December 31, 2010 was $19.7
million. Twenty five properties were acquired by Sovran HHF as of December 31, 2008 for
approximately $171.5 million. In 2008, the Company contributed $18.6 million to the joint venture
as its share of capital required to fund the acquisitions. As of December 31, 2010, the carrying
value of the Companys investment in Sovran HHF exceeds its share of the underlying equity in net
assets of Sovran HHF by approximately $1.7 million as a result of the capitalization of certain
acquisition related costs. This difference is not amortized, it is included in the carrying value
of the investment, which is assessed for impairment on a periodic basis.
As manager of Sovran HHF, the Company earns a management and call center fee of 7% of gross
revenues which totaled $1.3 million, $1.2 million, and $0.5 million for 2010, 2009 and 2008,
respectively. The Company also received an acquisition fee of 0.5% or $0.7 million of purchase
price for securing purchases for the joint venture in 2008. The Companys share of Sovran HHFs
income for 2010, 2009 and 2008 was $0.3 million, $0.2 million
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and $0.1 million, respectively. At December 31, 2010, Sovran HHF owed the Company $0.3 million for
payments made by the Company on behalf of the joint venture.
The Company also has a 49% ownership interest in Iskalo Office Holdings, LLC, which owns the
building that houses the Companys headquarters and other tenants. The Companys investment
includes a capital contribution of $49. The carrying value of the Companys investment is a
liability of $0.6 million at December 31, 2010 and $0.5 million at December 31, 2009 and 2008, and
is included in accounts payable and accrued liabilities in the accompanying consolidated balance
sheets. For the years ended December 31, 2010, 2009 and 2008, the Companys share of Iskalo Office
Holdings, LLCs (loss) income was ($79,000), $7,000, and ($6,000), respectively. The Company paid
rent to Iskalo Office Holdings, LLC of $644,000, $608,000 and $600,000 in 2010, 2009, and 2008,
respectively. Future minimum lease payments under the lease are $0.6 million per year through
2015.
A summary of the unconsolidated joint ventures financial statements as of and for the year
ended December 31, 2010 is as follows:
Sovran HHF | ||||||||
Storage | Iskalo Office | |||||||
(dollars in thousands) | Holdings LLC | Holdings, LLC | ||||||
Balance Sheet Data: |
||||||||
Investment in storage facilities, net |
$ | 165,540 | $ | | ||||
Investment in office building |
| 5,260 | ||||||
Other assets |
3,808 | 554 | ||||||
Total Assets |
$ | 169,348 | $ | 5,814 | ||||
Due to the Company |
$ | 252 | $ | | ||||
Mortgages payable |
76,952 | 6,898 | ||||||
Other liabilities |
2,175 | 331 | ||||||
Total Liabilities |
79,379 | 7,229 | ||||||
Unaffiliated partners equity (deficiency) |
71,975 | (798 | ) | |||||
Company equity (deficiency) |
17,994 | (617 | ) | |||||
Total Liabilities and Partners Equity (deficiency) |
$ | 169,348 | $ | 5,814 | ||||
Income Statement Data: |
||||||||
Total revenues |
$ | 17,938 | $ | 978 | ||||
Depreciation |
3,622 | 210 | ||||||
Other expenses |
12,918 | 930 | ||||||
Net income (loss) |
$ | 1,398 | $ | (162 | ) | |||
The Company does not guarantee the debt of Sovran HHF or Iskalo Office Holdings, LLC.
13. SHAREHOLDERS EQUITY
On October 5, 2009, the Company completed the public offering of 4,025,000 shares of its
common stock at $29.75 per share. Net proceeds to the Company after deducting underwriting
discounts and commissions and offering expenses were approximately $114.0 million.
During 2009, the Company issued 1,430,521 shares via its Dividend Reinvestment and Stock
Purchase Plan. The Company received $32.6 million from the sale of such shares. During 2008 and
2007, the Company issued 285,308 and 252,816 shares, respectively, via this plan and received net
proceeds of approximately $10.7
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million and $12.8 million, respectively. Our Dividend Reinvestment and Stock Purchase Plan was
suspended in November 2009.
14. SUPPLEMENTARY QUARTERLY FINANCIAL DATA (UNAUDITED)
The following is a summary of quarterly results of operations for the years ended December 31,
2010 and 2009 (dollars in thousands, except per share data).
2010 Quarter Ended | ||||||||||||||||
March 31 | June 30 | Sept. 30 | Dec. 31 | |||||||||||||
Operating revenue |
$ | 47,284 | $ | 47,309 | $ | 48,623 | $ | 48,856 | ||||||||
Income from continuing operations (a) |
$ | 8,012 | $ | 8,618 | $ | 9,374 | $ | 8,975 | ||||||||
Income (loss) from discontinued
operations (a) |
$ | (124 | ) | $ | 7,686 | $ | | $ | | |||||||
Net Income |
$ | 7,888 | $ | 16,304 | $ | 9,374 | $ | 8,975 | ||||||||
Net income attributable to common
shareholders |
$ | 7,427 | $ | 15,761 | $ | 8,923 | $ | 8,531 | ||||||||
Net Income Per Share Attributable to
Common Shareholders |
||||||||||||||||
Basic |
$ | 0.27 | $ | 0.57 | $ | 0.32 | $ | 0.31 | ||||||||
Diluted |
$ | 0.27 | $ | 0.57 | $ | 0.32 | $ | 0.31 | ||||||||
2009 Quarter Ended | ||||||||||||||||
March 31 | June 30 | Sept. 30 | Dec. 31 (b) | |||||||||||||
Operating revenue |
$ | 47,882 | $ | 47,126 | $ | 48,513 | $ | 47,519 | ||||||||
Income (loss) from continuing
operations (a) |
$ | 7,442 | $ | 5,977 | $ | 8,198 | $ | (1,036 | ) | |||||||
(Loss) income from discontinued
operations (a) |
$ | 678 | $ | 765 | $ | (228 | ) | $ | (142 | ) | ||||||
Net Income(Loss) |
$ | 8,120 | $ | 6,742 | $ | 7,970 | $ | (1,178 | ) | |||||||
Net income (loss) attributable to
common
shareholders |
$ | 7,635 | $ | 6,286 | $ | 7,496 | $ | (1,501 | ) | |||||||
Net Income (Loss) Per Share
Attributable to Common Shareholders |
||||||||||||||||
Basic |
$ | 0.35 | $ | 0.28 | $ | 0.32 | $ | (0.06 | ) | |||||||
Diluted |
$ | 0.35 | $ | 0.28 | $ | 0.32 | $ | (0.06 | ) |
(a) | Data as presented in this table differ from the amounts as presented in the Companys quarterly reports due to the impact of discontinued operations accounting with respect to the ten properties sold in 2010 and the five properties sold in 2009 as described in Note 5. | |
(b) | As discussed in Note 8, in the fourth quarter of 2009 the Company recorded $8.4 million in interest expense related to the termination of two interest rate swap agreements. |
15. COMMITMENTS AND CONTINGENCIES
The Companys 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 that individually or in the aggregate would be material to the Companys
overall business, financial condition, or results of operations.
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16. SUBSEQUENT EVENTS
On January 3, 2011, the Company declared a quarterly dividend of $0.45 per common share. The
dividend was paid on January 26, 2011 to shareholders of record on January 13, 2011. The total
dividend paid amounted to $12.4 million.
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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
Our management conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under
the Securities Exchange Act of 1934, as amended (Exchange Act), under the supervision of and with
the participation of our management, including the Chief Executive Officer and Chief Financial
Officer. Based on that evaluation, our management, including the Chief Executive Officer and Chief
Financial Officer, concluded that our disclosure controls and procedures were effective at December
31, 2010. There have not been changes in the Companys internal controls or in other factors that
could significantly affect these controls during the quarter ended December 31, 2010.
Managements Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over
financial reporting, and for performing an assessment of the effectiveness of internal control over
financial reporting as of December 31, 2010. Internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. Our system of internal control over financial reporting includes those
policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii)
provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts
and expenditures of the company are being made only in accordance with authorizations of management
and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the Companys assets that could have
a material effect on the financial statements.
Our management performed an assessment of the effectiveness of our internal control over
financial reporting as of December 31, 2010 based upon criteria in Internal Control Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(''COSO). Based on our assessment, management determined that our internal control over financial
reporting was effective as of December 31, 2010 based on the criteria in Internal
Control-Integrated Framework issued by COSO.
The effectiveness of the Companys internal control over financial reporting as of December
31, 2010 has been audited by Ernst & Young LLP, an independent registered public accounting firm,
as stated in their report which is included in Item 9A herein.
/S/ Robert J. Attea
|
/S/ David L. Rogers | |
Chief Executive Officer
|
Chief Financial Officer |
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Table of Contents
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of Sovran Self Storage, Inc.
We have audited Sovran Self Storage, Inc.s internal control over financial reporting as of
December 31, 2010, based on criteria established in Internal ControlIntegrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Sovran
Self Storage, Inc.s management is responsible for maintaining effective internal control over
financial reporting, and for its assessment of the effectiveness of internal control over financial
reporting included in the accompanying Managements Report on Internal Control Over Financial
Reporting. Our responsibility is to express an opinion on the companys internal control over
financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk,
and performing such other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
A companys internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting
principles. A companys internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of the companys assets that could have a
material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. Also, projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Sovran Self Storage, Inc. maintained, in all material respects, effective
internal control over financial reporting as of December 31, 2010, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the consolidated balance sheets of Sovran Self Storage, Inc. as of
December 31, 2010 and 2009, and the related consolidated statements of operations, shareholders
equity and comprehensive income, and cash flows for each of the three years in the period ended
December 31, 2010 of Sovran Self Storage, Inc. and our report dated February 25, 2011 expressed an
unqualified opinion thereon.
/s/ Ernst & Young LLP
Buffalo, New York
February 25, 2011
February 25, 2011
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Table of Contents
Item 9B. Other Information
None.
Part III
Item 10. Directors, Executive Officers and Corporate Governance
The information contained in our Proxy Statement for the 2011 Annual Meeting of Shareholders
to be filed with the SEC within 120 days of the fiscal year ended December 31, 2010 (2011 Proxy
Statement) , with respect to directors, executive officers, audit committee, and audit committee
financial experts of the Company and Section 16(a) beneficial ownership reporting compliance, is
incorporated herein by reference in response to this item
The Company has adopted a code of ethics that applies to all of its directors, officers, and
employees. The Company has made the Code of Ethics available on its website at
http://www.sovranss.com.
Item 11. Executive Compensation
The information required is incorporated by reference to Executive Compensation and
Director Compensation in the in the 2011 Proxy Statement and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
The information required herein is incorporated by reference to Stock Ownership By Directors
and Executive Officers and Security Ownership of Certain Beneficial Owners in the 2011 Proxy
Statement and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required herein is incorporated by reference to Certain Transactions and
Election of DirectorsDirector Independence in the 2011 Proxy Statement and is incorporated
herein by reference.
Item 14. Principal Accountant Fees and Services
The information required herein is incorporated by reference to Appointment of Independent
Auditor in the 2011 Proxy Statement and is incorporated herein by reference.
Part IV
Item 15. Exhibits, Financial Statement Schedules
(a) | Documents filed as part of this Annual Report on Form 10-K: |
1. | The following consolidated financial statements of Sovran Self Storage, Inc. are included in Item 8. |
(i) | Consolidated Balance Sheets as of December 31, 2010 and 2009. | ||
(ii) | Consolidated Statements of Operations for Years Ended December 31, 2010, 2009, and 2008. | ||
(iii) | Consolidated Statements of Shareholders Equity and Comprehensive Income for Years Ended December 31, 2010, 2009, and 2008. | ||
(iv) | Consolidated Statements of Cash Flows for Years Ended December 31, 2010, 2009, and 2008. | ||
(v) | Notes to Consolidated Financial Statements. |
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Table of Contents
2. | The following financial statement Schedule as of the period ended December 31, 2010 is included in this Annual Report on Form 10-K. Schedule III Real Estate and Accumulated Depreciation. |
All other Consolidated financial schedules are omitted because they are inapplicable, not
required, or the information is included elsewhere in the consolidated financial statements or the
notes thereto.
3. | Exhibits |
The exhibits required to be filed as part of this Annual Report on Form 10-K have been
included as follows:
3.1
|
Amended and Restated Articles of Incorporation of the Registrant. (incorporated by reference to Exhibit 3.1 (a) to the Registrants Registration Statement on Form S-11 (File No. 33-91422) filed June 19, 1995). | |
3.2
|
Articles Supplementary to the Amended and Restated Articles of Incorporation of the Registrant classifying and designating the series A Junior Participating Cumulative Preferred Stock. (incorporated by reference to Exhibit 3.1 to Registrants Form 8-A filed December 3, 1996.) | |
3.3
|
Articles Supplementary to the Amended and Restated Articles of Incorporation of the Registrant classifying and designating the 8.375% Series C Convertible Cumulative Preferred Stock. (incorporated by reference to Exhibit 4.1 to Registrants Current Report on Form 8-K filed July 12, 2002). | |
3.4
|
Bylaws, as amended, of the Registrant (incorporated by reference to Exhibit 3.4 to Registrants Annual Report on Form 10-K filed February 25, 2010). | |
4.1
|
Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Registrants Registration Statement on Form S-11 (File No. 33-91422) filed June 19, 1995). | |
10.1+
|
Sovran Self Storage, Inc. 2005 Award and Option Plan, as amended (incorporated by reference to Exhibit 10.1 to Registrants Annual Report on Form 10-K filed February 25, 2010). | |
10.2+
|
Sovran Self Storage, Inc. 1995 Outside Directors Stock Option Plan, as amended (incorporated by reference to Exhibit 10.2 to Registrants Annual Report on Form 10-K filed February 25, 2010). | |
10.3+
|
Employment Agreement between the Registrant and Robert J. Attea (incorporated by reference to Exhibit 10.3 to Registrants Annual Report on Form 10-K filed February 27, 2009). | |
10.4+
|
Employment Agreement between the Registrant and Kenneth F. Myszka (incorporated by reference to Exhibit 10.4 to Registrants Annual Report on Form 10-K filed February 27, 2009). | |
10.5+
|
Employment Agreement between the Registrant and David L. Rogers (incorporated by reference to Exhibit 10.5 to Registrants Annual Report on Form 10-K filed February 27, 2009). | |
10.6+
|
Form of restricted stock grant pursuant to Sovran Self Storage, Inc. 2005 Award and Option Plan (incorporated by reference to Exhibit 10.1 to Registrants Quarterly Report on Form 10-Q/A filed November 24, 2006). | |
10.7+
|
Form of stock option grant pursuant to Sovran Self Storage, Inc. 2005 Award and Option Plan (incorporated by reference to Exhibit 10.2 to Registrants Quarterly Report on Form 10-Q/A filed November 24, 2006). |
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10.8+
|
Form of restricted stock grant pursuant to Sovran Self Storage, Inc. 1995 Award and Option Plan (incorporated by reference to Exhibit 10.3 to Registrants Quarterly Report on Form 10-Q/A filed November 24, 2006). | |
10.9+
|
Form of stock option grant pursuant to Sovran Self Storage, Inc. 1995 Award and Option Plan (incorporated by reference to Exhibit 10.4 to Registrants Quarterly Report on Form 10-Q/A filed November 24, 2006). | |
10.10+
|
Deferred Compensation Plan for Directors (incorporated by reference to Schedule 14A Proxy Statement filed April 10, 2008). | |
10.11
|
Amended Indemnification Agreements with members of the Board of Directors and Executive Officers (incorporated by reference to Exhibit 10.35 and 10.36 to Registrants Current Report on Form 8-K filed July 20, 2006). | |
10.12
|
Agreement of Limited Partnership of Sovran Acquisition Limited Partnership (incorporated by reference to Exhibit 3.1 on Form 10 filed April 22, 1998). | |
10.13
|
Amendments to the Agreement of Limited Partnership of Sovran Acquisition Limited Partnership dated July 30, 1999 and July 3, 2002 (incorporated by reference to Exhibit 10.13 to Registrants Annual Report on Form 10-K filed February 27, 2009). | |
10.14
|
Promissory Note between Locke Sovran II, LLC and PNC Bank, National Association (incorporated by reference to Exhibit 10.14 to Registrants Annual Report on Form 10-K filed February 25, 2010). | |
10.15
|
Third Amended and Restated Revolving Credit and Term Loan Agreement among Registrant, the Partnership, Manufacturers and Traders Trust Company and other lenders named therein (incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K filed June 27, 2008). | |
10.16
|
Cornerstone Acquisition Agreement and Amendments to Certain Loan Agreements (incorporated by reference to Exhibits 10.30, 10.31, 10.32, 10.33 and 10.34 to Registrants Current Report on Form 8-K filed June 26, 2006). | |
10.17
|
$150 million, 6.38% Senior Guaranteed Notes, Series C due April 26, 2016, and Amendments to Second Amendment Restated Revolving Credit and Term Loan Agreement dated December 16, 2004 and Amendment to Note Purchase Agreement dated September 4, 2003 (incorporated by reference to Exhibits 10.27, 10.28, and 10.29 to Registrants Current Report on Form 8-K filed May 1, 2006). | |
10.18
|
Promissory Note between Locke Sovran I, LLC and GMAC Commercial Mortgage Corporation (incorporated by reference to Exhibit 10.21 to Registrants Annual Report on Form 10-K, filed March 1, 2007). | |
10.19
|
Indemnification Agreement dated September 25, 2009 between Registrant, Sovran Acquisition Limited Partnership and James R. Boldt, a director of the Company (incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K filed September 25, 2009). | |
10.20+
|
Sovran Self Storage, Inc. 2009 Outside Directors Stock Option and Award Plan (incorporated by reference to Registrants Proxy Statement filed April 9, 2009). | |
10.21+
|
Outside Director Fee Schedule (incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K filed November 5, 2010). |
59
Table of Contents
12.1*
|
Statement Re: Computation of Earnings to Fixed Charges. | |
21.1*
|
Subsidiaries of the Company. | |
23.1*
|
Consent of Independent Registered Public Accounting Firm. | |
24.1*
|
Powers of Attorney (included on signature pages). | |
31.1*
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended. | |
31.2*
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended. | |
32.1*
|
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
101#
|
The following financial statements from the Companys Annual Report on Form 10-K for the year ended December 31, 2010, formatted in XBRL, as follows: |
(i) | Consolidated Balance Sheets at December 31, 2010 and 2009; | ||
(ii) | Consolidated Statements of Operations for years ended December 31, 2010, 2009, and 2008; | ||
(iii) | Consolidated Statements of Shareholders Equity and Comprehensive Income for Years Ended December 31, 2010, 2009, and 2008; | ||
(iv) | Consolidated Statements of Cash Flows for Years Ended December 31, 2010, 2009, and 2008; and | ||
(v) | Notes to Consolidated Financial Statements, tagged as blocks of text. |
* | Filed herewith. | |
+ | Management contract or compensatory plan or arrangement. | |
# | Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. |
60
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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. |
||||
February 25, 2011 | By: | /s/ David L. Rogers | ||
David L. Rogers, | ||||
Chief Financial Officer, Secretary | ||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the capacities and on the
dates indicated.
Signature | Title | Date | ||
/s/ Robert J. Attea
|
Chairman of the Board of Directors Chief Executive Officer and Director (Principal Executive Officer) |
February 25, 2011 | ||
/s/ Kenneth F. Myszka
|
President, Chief Operating Officer and Director | February 25, 2011 | ||
/s/ David L. Rogers
|
Chief Financial Officer (Principal Financial and Accounting Officer) | February 25, 2011 | ||
/s/ John Burns
|
Director | February 25, 2011 | ||
/s/ James R. Boldt
|
Director | February 25, 2011 | ||
/s/ Anthony P. Gammie
|
Director | February 25, 2011 | ||
/s/ Charles E. Lannon
|
Director | February 25, 2011 |
61
Table of Contents
Sovran Self Storage, Inc.
Schedule III
Combined Real Estate and Accumulated Depreciation
(in thousands)
December 31, 2010
Schedule III
Combined Real Estate and Accumulated Depreciation
(in thousands)
December 31, 2010
Cost Capitalized | Life on | |||||||||||||||||||||||||||||||||||||||||||||||
Subsequent to | Gross Amount at Which | which | ||||||||||||||||||||||||||||||||||||||||||||||
Initial Cost to Company | Acquisition | Carried at Close of Period | depreciation | |||||||||||||||||||||||||||||||||||||||||||||
Building, | Building, | Building, | in latest | |||||||||||||||||||||||||||||||||||||||||||||
Equipment | Equipment | Equipment | income | |||||||||||||||||||||||||||||||||||||||||||||
Encum | and | and | and | Accum. | Date of | Date | statement | |||||||||||||||||||||||||||||||||||||||||
Description | ST | brance | Land | Improvements | Improvements | Land | Improvements | Total | Deprec. | Construction | Acquired | is computed | ||||||||||||||||||||||||||||||||||||
Boston-Metro I |
MA | $ | 363 | $ | 1,679 | $ | 592 | $ | 363 | $ | 2,271 | $ | 2,634 | $ | 851 | 1980 | 6/26/1995 | 5 to 40 years | ||||||||||||||||||||||||||||||
Boston-Metro II |
MA | 680 | 1,616 | 426 | 680 | 2,042 | 2,722 | 825 | 1986 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
E. Providence |
RI | 345 | 1,268 | 711 | 344 | 1,980 | 2,324 | 693 | 1984 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Charleston l |
SC | 416 | 1,516 | 2,111 | 416 | 3,627 | 4,043 | 990 | 1985 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Lakeland I |
FL | 397 | 1,424 | 1,550 | 397 | 2,974 | 3,371 | 782 | 1985 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Charlotte |
NC | 308 | 1,102 | 1,135 | 747 | 1,798 | 2,545 | 673 | 1986 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Tallahassee I |
FL | 770 | 2,734 | 2,051 | 771 | 4,784 | 5,555 | 1,728 | 1973 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Youngstown |
OH | 239 | 1,110 | 1,368 | 239 | 2,478 | 2,717 | 785 | 1980 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Cleveland-Metro II |
OH | 701 | 1,659 | 845 | 701 | 2,504 | 3,205 | 915 | 1987 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Tallahassee II |
FL | 204 | 734 | 968 | 198 | 1,708 | 1,906 | 617 | 1975 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Pt. St. Lucie |
FL | 395 | 1,501 | 887 | 779 | 2,004 | 2,783 | 871 | 1985 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Deltona |
FL | 483 | 1,752 | 2,085 | 483 | 3,837 | 4,320 | 1,136 | 1984 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Middletown |
NY | 224 | 808 | 900 | 224 | 1,708 | 1,932 | 620 | 1988 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Buffalo I |
NY | 423 | 1,531 | 1,705 | 497 | 3,162 | 3,659 | 1,216 | 1981 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Rochester I |
NY | 395 | 1,404 | 501 | 395 | 1,905 | 2,300 | 742 | 1981 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Salisbury |
MD | 164 | 760 | 471 | 164 | 1,231 | 1,395 | 507 | 1979 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Jacksonville I |
FL | 152 | 728 | 1,048 | 687 | 1,241 | 1,928 | 492 | 1985 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Columbia I |
SC | 268 | 1,248 | 520 | 268 | 1,768 | 2,036 | 715 | 1985 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Rochester II |
NY | 230 | 847 | 454 | 234 | 1,297 | 1,531 | 508 | 1980 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Savannah l |
GA | 463 | 1,684 | 4,486 | 1,445 | 5,188 | 6,633 | 1,353 | 1981 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Greensboro |
NC | 444 | 1,613 | 2,931 | 444 | 4,544 | 4,988 | 951 | 1986 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Raleigh I |
NC | 649 | 2,329 | 877 | 649 | 3,206 | 3,855 | 1,223 | 1985 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
New Haven |
CT | 387 | 1,402 | 1,045 | 387 | 2,447 | 2,834 | 806 | 1985 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Atlanta-Metro I |
GA | 844 | 2,021 | 764 | 844 | 2,785 | 3,629 | 1,065 | 1988 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Atlanta-Metro II |
GA | 302 | 1,103 | 416 | 303 | 1,518 | 1,821 | 629 | 1988 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Buffalo II |
NY | 315 | 745 | 1,687 | 517 | 2,230 | 2,747 | 670 | 1984 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Raleigh II |
NC | 321 | 1,150 | 705 | 321 | 1,855 | 2,176 | 674 | 1985 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Columbia II |
SC | 361 | 1,331 | 680 | 374 | 1,998 | 2,372 | 789 | 1987 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Columbia III |
SC | 189 | 719 | 1,089 | 189 | 1,808 | 1,997 | 621 | 1989 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Columbia IV |
SC | 488 | 1,188 | 518 | 488 | 1,706 | 2,194 | 707 | 1986 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Atlanta-Metro III |
GA | 430 | 1,579 | 1,952 | 602 | 3,359 | 3,961 | 948 | 1988 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Orlando I |
FL | 513 | 1,930 | 599 | 513 | 2,529 | 3,042 | 1,010 | 1988 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Sharon |
PA | 194 | 912 | 463 | 194 | 1,375 | 1,569 | 532 | 1975 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Ft. Lauderdale |
FL | 1,503 | 3,619 | 913 | 1,503 | 4,532 | 6,035 | 1,494 | 1985 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
West Palm l |
FL | 398 | 1,035 | 313 | 398 | 1,348 | 1,746 | 605 | 1985 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Atlanta-Metro IV |
GA | 423 | 1,015 | 409 | 424 | 1,423 | 1,847 | 607 | 1989 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Atlanta-Metro V |
GA | 483 | 1,166 | 1,007 | 483 | 2,173 | 2,656 | 688 | 1988 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Atlanta-Metro VI |
GA | 308 | 1,116 | 566 | 308 | 1,682 | 1,990 | 732 | 1986 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Atlanta-Metro VII |
GA | 170 | 786 | 623 | 174 | 1,405 | 1,579 | 560 | 1981 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Atlanta-Metro VIII |
GA | 413 | 999 | 657 | 413 | 1,656 | 2,069 | 734 | 1975 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Baltimore I |
MD | 154 | 555 | 1,387 | 306 | 1,790 | 2,096 | 516 | 1984 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Baltimore II |
MD | 479 | 1,742 | 2,829 | 479 | 4,571 | 5,050 | 1,122 | 1988 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Melbourne I |
FL | 883 | 2,104 | 1,650 | 883 | 3,754 | 4,637 | 1,357 | 1986 | 6/26/1995 | 5 to 40 years |
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Cost Capitalized | Life on | |||||||||||||||||||||||||||||||||||||||||||||||
Subsequent to | Gross Amount at Which | which | ||||||||||||||||||||||||||||||||||||||||||||||
Initial Cost to Company | Acquisition | Carried at Close of Period | depreciation | |||||||||||||||||||||||||||||||||||||||||||||
Building, | Building, | Building, | in latest | |||||||||||||||||||||||||||||||||||||||||||||
Equipment | Equipment | Equipment | income | |||||||||||||||||||||||||||||||||||||||||||||
Encum | and | and | and | Accum. | Date of | Date | statement | |||||||||||||||||||||||||||||||||||||||||
Description | ST | brance | Land | Improvements | Improvements | Land | Improvements | Total | Deprec. | Construction | Acquired | is computed | ||||||||||||||||||||||||||||||||||||
Newport News |
VA | 316 | 1,471 | 847 | 316 | 2,318 | 2,634 | 895 | 1988 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Pensacola I |
FL | 632 | 2,962 | 1,189 | 651 | 4,132 | 4,783 | 1,696 | 1983 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Hartford-Metro I |
CT | 715 | 1,695 | 1,203 | 715 | 2,898 | 3,613 | 967 | 1988 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Atlanta-Metro IX |
GA | 304 | 1,118 | 2,597 | 619 | 3,400 | 4,019 | 928 | 1988 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Alexandria |
VA | 1,375 | 3,220 | 2,380 | 1,376 | 5,599 | 6,975 | 1,801 | 1984 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Pensacola II |
FL | 244 | 901 | 449 | 244 | 1,350 | 1,594 | 629 | 1986 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Melbourne II |
FL | 834 | 2,066 | 1,142 | 1,591 | 2,451 | 4,042 | 1,070 | 1986 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Hartford-Metro II |
CT | 234 | 861 | 1,975 | 612 | 2,458 | 3,070 | 709 | 1992 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Atlanta-Metro X |
GA | 256 | 1,244 | 1,830 | 256 | 3,074 | 3,330 | 936 | 1988 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Norfolk I |
VA | 313 | 1,462 | 954 | 313 | 2,416 | 2,729 | 911 | 1984 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Norfolk II |
VA | 278 | 1,004 | 403 | 278 | 1,407 | 1,685 | 585 | 1989 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Birmingham I |
AL | 307 | 1,415 | 1,597 | 385 | 2,934 | 3,319 | 874 | 1990 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Birmingham II |
AL | 730 | 1,725 | 708 | 730 | 2,433 | 3,163 | 975 | 1990 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Montgomery l |
AL | 863 | 2,041 | 641 | 863 | 2,682 | 3,545 | 1,102 | 1982 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Jacksonville II |
FL | 326 | 1,515 | 488 | 326 | 2,003 | 2,329 | 814 | 1987 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Pensacola III |
FL | 369 | 1,358 | 2,784 | 369 | 4,142 | 4,511 | 1,144 | 1986 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Pensacola IV |
FL | 244 | 1,128 | 2,677 | 720 | 3,329 | 4,049 | 637 | 1990 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Pensacola V |
FL | 226 | 1,046 | 557 | 226 | 1,603 | 1,829 | 665 | 1990 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Tampa I |
FL | 1,088 | 2,597 | 1,021 | 1,088 | 3,618 | 4,706 | 1,466 | 1989 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Tampa II |
FL | 526 | 1,958 | 845 | 526 | 2,803 | 3,329 | 1,113 | 1985 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Tampa III |
FL | 672 | 2,439 | 661 | 672 | 3,100 | 3,772 | 1,198 | 1988 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Jackson I |
MS | 343 | 1,580 | 2,270 | 796 | 3,397 | 4,193 | 909 | 1990 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Jackson II |
MS | 209 | 964 | 650 | 209 | 1,614 | 1,823 | 686 | 1990 | 6/26/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Richmond |
VA | 443 | 1,602 | 844 | 443 | 2,446 | 2,889 | 928 | 1987 | 8/25/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Orlando II |
FL | 1,161 | 2,755 | 1,051 | 1,162 | 3,805 | 4,967 | 1,486 | 1986 | 9/29/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Birmingham III |
AL | 424 | 1,506 | 787 | 424 | 2,293 | 2,717 | 974 | 1970 | 1/16/1996 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Harrisburg I |
PA | 360 | 1,641 | 625 | 360 | 2,266 | 2,626 | 895 | 1983 | 12/29/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Harrisburg II |
PA | (1 | ) | 627 | 2,224 | 1,023 | 692 | 3,182 | 3,874 | 1,109 | 1985 | 12/29/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||
Syracuse I |
NY | 470 | 1,712 | 1,322 | 472 | 3,032 | 3,504 | 1,013 | 1987 | 12/27/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Ft. Myers |
FL | 205 | 912 | 315 | 206 | 1,226 | 1,432 | 616 | 1988 | 12/28/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Ft. Myers II |
FL | 412 | 1,703 | 544 | 413 | 2,246 | 2,659 | 1,010 | 1991/94 | 12/28/1995 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Newport News II |
VA | 442 | 1,592 | 1,269 | 442 | 2,861 | 3,303 | 820 | 1988/93 | 1/5/1996 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Montgomery II |
AL | 353 | 1,299 | 692 | 353 | 1,991 | 2,344 | 687 | 1984 | 1/23/1996 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Charleston II |
SC | 237 | 858 | 682 | 232 | 1,545 | 1,777 | 575 | 1985 | 3/1/1996 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Tampa IV |
FL | 766 | 1,800 | 661 | 766 | 2,461 | 3,227 | 913 | 1985 | 3/28/1996 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Arlington I |
TX | 442 | 1,767 | 335 | 442 | 2,102 | 2,544 | 789 | 1987 | 3/29/1996 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Arlington II |
TX | 408 | 1,662 | 1,095 | 408 | 2,757 | 3,165 | 960 | 1986 | 3/29/1996 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Ft. Worth |
TX | 328 | 1,324 | 341 | 328 | 1,665 | 1,993 | 646 | 1986 | 3/29/1996 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
San Antonio I |
TX | 436 | 1,759 | 1,129 | 436 | 2,888 | 3,324 | 1,020 | 1986 | 3/29/1996 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
San Antonio II |
TX | 289 | 1,161 | 549 | 289 | 1,710 | 1,999 | 627 | 1986 | 3/29/1996 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Syracuse II |
NY | 481 | 1,559 | 2,395 | 671 | 3,764 | 4,435 | 1,125 | 1983 | 6/5/1996 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Montgomery III |
AL | 279 | 1,014 | 1,023 | 433 | 1,883 | 2,316 | 623 | 1988 | 5/21/1996 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
West Palm II |
FL | 345 | 1,262 | 367 | 345 | 1,629 | 1,974 | 620 | 1986 | 5/29/1996 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Ft. Myers III |
FL | 229 | 884 | 492 | 383 | 1,222 | 1,605 | 446 | 1986 | 5/29/1996 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Lakeland II |
FL | 359 | 1,287 | 1,143 | 359 | 2,430 | 2,789 | 882 | 1988 | 6/26/1996 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Springfield |
MA | 251 | 917 | 2,287 | 297 | 3,158 | 3,455 | 983 | 1986 | 6/28/1996 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Ft. Myers IV |
FL | 344 | 1,254 | 308 | 310 | 1,596 | 1,906 | 611 | 1987 | 6/28/1996 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Cincinnati |
OH | 557 | 1,988 | 801 | 688 | 2,658 | 3,346 | 383 | 1988 | 7/23/1996 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Dayton |
OH | 667 | 2,379 | 448 | 683 | 2,811 | 3,494 | 435 | 1988 | 7/23/1996 | 5 to 40 years |
63
Table of Contents
Cost Capitalized | Life on | |||||||||||||||||||||||||||||||||||||||||||||||
Subsequent to | Gross Amount at Which | which | ||||||||||||||||||||||||||||||||||||||||||||||
Initial Cost to Company | Acquisition | Carried at Close of Period | depreciation | |||||||||||||||||||||||||||||||||||||||||||||
Building, | Building, | Building, | in latest | |||||||||||||||||||||||||||||||||||||||||||||
Equipment | Equipment | Equipment | income | |||||||||||||||||||||||||||||||||||||||||||||
Encum | and | and | and | Accum. | Date of | Date | statement | |||||||||||||||||||||||||||||||||||||||||
Description | ST | brance | Land | Improvements | Improvements | Land | Improvements | Total | Deprec. | Construction | Acquired | is computed | ||||||||||||||||||||||||||||||||||||
Baltimore III |
MD | 777 | 2,770 | 468 | 777 | 3,238 | 4,015 | 1,183 | 1990 | 7/26/1996 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Jacksonville III |
FL | 568 | 2,028 | 1,048 | 568 | 3,076 | 3,644 | 1,135 | 1987 | 8/23/1996 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Jacksonville IV |
FL | 436 | 1,635 | 532 | 436 | 2,167 | 2,603 | 851 | 1985 | 8/26/1996 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Jacksonville V |
FL | 535 | 2,033 | 388 | 538 | 2,418 | 2,956 | 975 | 1987/92 | 8/30/1996 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Charlotte II |
NC | 487 | 1,754 | 439 | 487 | 2,193 | 2,680 | 735 | 1995 | 9/16/1996 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Charlotte III |
NC | 315 | 1,131 | 358 | 315 | 1,489 | 1,804 | 531 | 1995 | 9/16/1996 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Orlando III |
FL | 314 | 1,113 | 1,019 | 314 | 2,132 | 2,446 | 761 | 1975 | 10/30/1996 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Rochester III |
NY | 704 | 2,496 | 2,393 | 707 | 4,886 | 5,593 | 1,166 | 1990 | 12/20/1996 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Youngstown ll |
OH | 600 | 2,142 | 2,109 | 693 | 4,158 | 4,851 | 1,057 | 1988 | 1/10/1997 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Cleveland lll |
OH | 751 | 2,676 | 1,870 | 751 | 4,546 | 5,297 | 1,429 | 1986 | 1/10/1997 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Cleveland lV |
OH | 725 | 2,586 | 1,427 | 725 | 4,013 | 4,738 | 1,320 | 1978 | 1/10/1997 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Cleveland V |
OH | (1 | ) | 637 | 2,918 | 1,864 | 701 | 4,718 | 5,419 | 1,715 | 1979 | 1/10/1997 | 5 to 40 years | |||||||||||||||||||||||||||||||||||
Cleveland Vl |
OH | 495 | 1,781 | 920 | 495 | 2,701 | 3,196 | 956 | 1979 | 1/10/1997 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Cleveland Vll |
OH | 761 | 2,714 | 1,371 | 761 | 4,085 | 4,846 | 1,393 | 1977 | 1/10/1997 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Cleveland Vlll |
OH | 418 | 1,921 | 1,697 | 418 | 3,618 | 4,036 | 1,216 | 1970 | 1/10/1997 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Cleveland lX |
OH | 606 | 2,164 | 1,409 | 606 | 3,573 | 4,179 | 1,015 | 1982 | 1/10/1997 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Grand Rapids l |
MI | 455 | 1,631 | 1,039 | 624 | 2,501 | 3,125 | 376 | 1976 | 1/17/1997 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Grand Rapids ll |
MI | 219 | 790 | 938 | 219 | 1,728 | 1,947 | 592 | 1983 | 1/17/1997 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Kalamazoo |
MI | 516 | 1,845 | 1,811 | 694 | 3,478 | 4,172 | 480 | 1978 | 1/17/1997 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Lansing |
MI | 327 | 1,332 | 1,686 | 542 | 2,803 | 3,345 | 377 | 1987 | 1/17/1997 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
San Antonio lll |
TX | (1 | ) | 474 | 1,686 | 464 | 504 | 2,120 | 2,624 | 705 | 1981 | 1/30/1997 | 5 to 40 years | |||||||||||||||||||||||||||||||||||
Universal |
TX | 346 | 1,236 | 482 | 346 | 1,718 | 2,064 | 573 | 1985 | 1/30/1997 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
San Antonio lV |
TX | 432 | 1,560 | 1,722 | 432 | 3,282 | 3,714 | 1,033 | 1995 | 1/30/1997 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Houston-Eastex |
TX | 634 | 2,565 | 1,308 | 634 | 3,873 | 4,507 | 1,249 | 1993/95 | 3/26/1997 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Houston-Nederland |
TX | 566 | 2,279 | 394 | 566 | 2,673 | 3,239 | 911 | 1995 | 3/26/1997 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Houston-College |
TX | 293 | 1,357 | 582 | 293 | 1,939 | 2,232 | 625 | 1995 | 3/26/1997 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Lynchburg-Lakeside |
VA | 335 | 1,342 | 1,306 | 335 | 2,648 | 2,983 | 828 | 1982 | 3/31/1997 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Lynchburg-Timberlake |
VA | 328 | 1,315 | 999 | 328 | 2,314 | 2,642 | 804 | 1985 | 3/31/1997 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Lynchburg-Amherst |
VA | 155 | 710 | 348 | 152 | 1,061 | 1,213 | 411 | 1987 | 3/31/1997 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Christiansburg |
VA | 245 | 1,120 | 583 | 245 | 1,703 | 1,948 | 529 | 1985/90 | 3/31/1997 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Chesapeake |
VA | 260 | 1,043 | 3,386 | 260 | 4,429 | 4,689 | 702 | 1988/95 | 3/31/1997 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Orlando-W 25th St |
FL | 289 | 1,160 | 802 | 616 | 1,635 | 2,251 | 554 | 1984 | 3/31/1997 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Delray l-Mini |
FL | 491 | 1,756 | 701 | 491 | 2,457 | 2,948 | 906 | 1969 | 4/11/1997 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Savannah ll |
GA | 296 | 1,196 | 445 | 296 | 1,641 | 1,937 | 578 | 1988 | 5/8/1997 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Delray ll-Safeway |
FL | 921 | 3,282 | 550 | 921 | 3,832 | 4,753 | 1,378 | 1980 | 5/21/1997 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Cleveland X-Avon |
OH | 301 | 1,214 | 2,170 | 304 | 3,381 | 3,685 | 843 | 1989 | 6/4/1997 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Dallas-Skillman |
TX | 960 | 3,847 | 1,600 | 960 | 5,447 | 6,407 | 1,802 | 1975 | 6/30/1997 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Dallas-Centennial |
TX | 965 | 3,864 | 1,361 | 943 | 5,247 | 6,190 | 1,779 | 1977 | 6/30/1997 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Dallas-Samuell |
TX | (1 | ) | 570 | 2,285 | 827 | 611 | 3,071 | 3,682 | 1,068 | 1975 | 6/30/1997 | 5 to 40 years | |||||||||||||||||||||||||||||||||||
Dallas-Hargrove |
TX | 370 | 1,486 | 590 | 370 | 2,076 | 2,446 | 777 | 1975 | 6/30/1997 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Houston-Antoine |
TX | 515 | 2,074 | 583 | 515 | 2,657 | 3,172 | 947 | 1984 | 6/30/1997 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Atlanta-Alpharetta |
GA | 1,033 | 3,753 | 520 | 1,033 | 4,273 | 5,306 | 1,542 | 1994 | 7/24/1997 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Atlanta-Marietta |
GA | (1 | ) | 769 | 2,788 | 490 | 825 | 3,222 | 4,047 | 1,119 | 1996 | 7/24/1997 | 5 to 40 years | |||||||||||||||||||||||||||||||||||
Atlanta-Doraville |
GA | 735 | 3,429 | 346 | 735 | 3,775 | 4,510 | 1,341 | 1995 | 8/21/1997 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
GreensboroHilltop |
NC | 268 | 1,097 | 439 | 268 | 1,536 | 1,804 | 509 | 1995 | 9/25/1997 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
GreensboroStgCch |
NC | 89 | 376 | 1,588 | 89 | 1,964 | 2,053 | 527 | 1997 | 9/25/1997 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Baton Rouge-Airline |
LA | (1 | ) | 396 | 1,831 | 976 | 421 | 2,782 | 3,203 | 882 | 1982 | 10/9/1997 | 5 to 40 years | |||||||||||||||||||||||||||||||||||
Baton Rouge-Airline2 |
LA | 282 | 1,303 | 372 | 282 | 1,675 | 1,957 | 605 | 1985 | 11/21/1997 | 5 to 40 years |
64
Table of Contents
Cost Capitalized | Life on | |||||||||||||||||||||||||||||||||||||||||||||||
Subsequent to | Gross Amount at Which | which | ||||||||||||||||||||||||||||||||||||||||||||||
Initial Cost to Company | Acquisition | Carried at Close of Period | depreciation | |||||||||||||||||||||||||||||||||||||||||||||
Building, | Building, | Building, | in latest | |||||||||||||||||||||||||||||||||||||||||||||
Equipment | Equipment | Equipment | income | |||||||||||||||||||||||||||||||||||||||||||||
Encum | and | and | and | Accum. | Date of | Date | statement | |||||||||||||||||||||||||||||||||||||||||
Description | ST | brance | Land | Improvements | Improvements | Land | Improvements | Total | Deprec. | Construction | Acquired | is computed | ||||||||||||||||||||||||||||||||||||
Harrisburg-Peiffers |
PA | 635 | 2,550 | 548 | 637 | 3,096 | 3,733 | 1,047 | 1984 | 12/3/1997 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Chesapeake-Military |
VA | 542 | 2,210 | 343 | 542 | 2,553 | 3,095 | 859 | 1996 | 2/5/1998 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Chesapeake-Volvo |
VA | 620 | 2,532 | 939 | 620 | 3,471 | 4,091 | 1,112 | 1995 | 2/5/1998 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Virginia Beach-Shell |
VA | 540 | 2,211 | 286 | 540 | 2,497 | 3,037 | 870 | 1991 | 2/5/1998 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Virginia Beach-Central |
VA | 864 | 3,994 | 786 | 864 | 4,780 | 5,644 | 1,596 | 1993/95 | 2/5/1998 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Norfolk-Naval Base |
VA | 1,243 | 5,019 | 768 | 1,243 | 5,787 | 7,030 | 1,914 | 1975 | 2/5/1998 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Tampa-E.Hillsborough |
FL | 709 | 3,235 | 769 | 709 | 4,004 | 4,713 | 1,449 | 1985 | 2/4/1998 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Northbridge |
MA | 441 | 1,788 | 1,020 | 694 | 2,555 | 3,249 | 334 | 1988 | 2/9/1998 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Harriman |
NY | 843 | 3,394 | 497 | 843 | 3,891 | 4,734 | 1,341 | 1989/95 | 2/4/1998 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Greensboro-High Point |
NC | 397 | 1,834 | 618 | 397 | 2,452 | 2,849 | 808 | 1993 | 2/10/1998 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Lynchburg-Timberlake |
VA | 488 | 1,746 | 525 | 488 | 2,271 | 2,759 | 755 | 1990/96 | 2/18/1998 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Titusville |
FL | 492 | 1,990 | 990 | 688 | 2,784 | 3,472 | 382 | 1986/90 | 2/25/1998 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Salem |
MA | 733 | 2,941 | 1,271 | 733 | 4,212 | 4,945 | 1,392 | 1979 | 3/3/1998 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Chattanooga-Lee Hwy |
TN | 384 | 1,371 | 535 | 384 | 1,906 | 2,290 | 676 | 1987 | 3/27/1998 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Chattanooga-Hwy 58 |
TN | 296 | 1,198 | 2,129 | 414 | 3,209 | 3,623 | 743 | 1985 | 3/27/1998 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Ft. Oglethorpe |
GA | 349 | 1,250 | 591 | 349 | 1,841 | 2,190 | 629 | 1989 | 3/27/1998 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Birmingham-Walt |
AL | 544 | 1,942 | 1,036 | 544 | 2,978 | 3,522 | 1,011 | 1984 | 3/27/1998 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
East Greenwich |
RI | 702 | 2,821 | 1,274 | 702 | 4,095 | 4,797 | 1,274 | 1984/88 | 3/26/1998 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Durham-Hillsborough |
NC | 775 | 3,103 | 751 | 775 | 3,854 | 4,629 | 1,251 | 1988/91 | 4/9/1998 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Durham-Cornwallis |
NC | 940 | 3,763 | 779 | 940 | 4,542 | 5,482 | 1,472 | 1990/96 | 4/9/1998 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Salem-Policy |
NH | 742 | 2,977 | 469 | 742 | 3,446 | 4,188 | 1,096 | 1980 | 4/7/1998 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Warren-Elm |
OH | (1 | ) | 522 | 1,864 | 1,253 | 569 | 3,070 | 3,639 | 913 | 1986 | 4/22/1998 | 5 to 40 years | |||||||||||||||||||||||||||||||||||
Warren-Youngstown |
OH | 512 | 1,829 | 1,841 | 633 | 3,549 | 4,182 | 894 | 1986 | 4/22/1998 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Indian Harbor Beach |
FL | 662 | 2,654 | 1,816 | 662 | 4,470 | 5,132 | 761 | 1985 | 6/2/1998 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Jackson 3 - I55 |
MS | 744 | 3,021 | 144 | 744 | 3,165 | 3,909 | 1,047 | 1995 | 5/13/1998 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Katy-N.Fry |
TX | 419 | 1,524 | 3,288 | 419 | 4,812 | 5,231 | 831 | 1994 | 5/20/1998 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Hollywood-Sheridan |
FL | 1,208 | 4,854 | 490 | 1,208 | 5,344 | 6,552 | 1,698 | 1988 | 7/1/1998 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Pompano Beach-Atlantic |
FL | 944 | 3,803 | 499 | 944 | 4,302 | 5,246 | 1,389 | 1985 | 7/1/1998 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Pompano Beach-Sample |
FL | 903 | 3,643 | 367 | 903 | 4,010 | 4,913 | 1,298 | 1988 | 7/1/1998 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Boca Raton-18th St |
FL | 1,503 | 6,059 | 963 | 1,503 | 7,022 | 8,525 | 2,238 | 1991 | 7/1/1998 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Vero Beach |
FL | 489 | 1,813 | 122 | 489 | 1,935 | 2,424 | 694 | 1997 | 6/12/1998 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Humble |
TX | 447 | 1,790 | 2,249 | 740 | 3,746 | 4,486 | 926 | 1986 | 6/16/1998 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Houston-Old Katy |
TX | (1 | ) | 659 | 2,680 | 381 | 698 | 3,022 | 3,720 | 887 | 1996 | 6/19/1998 | 5 to 40 years | |||||||||||||||||||||||||||||||||||
Webster |
TX | 635 | 2,302 | 141 | 635 | 2,443 | 3,078 | 792 | 1997 | 6/19/1998 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Carrollton |
TX | 548 | 1,988 | 320 | 548 | 2,308 | 2,856 | 727 | 1997 | 6/19/1998 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Hollywood-N.21st |
FL | 840 | 3,373 | 438 | 840 | 3,811 | 4,651 | 1,254 | 1987 | 8/3/1998 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
San Marcos |
TX | 324 | 1,493 | 2,023 | 324 | 3,516 | 3,840 | 774 | 1994 | 6/30/1998 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Austin-McNeil |
TX | 492 | 1,995 | 2,434 | 510 | 4,411 | 4,921 | 811 | 1994 | 6/30/1998 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Austin-FM |
TX | 484 | 1,951 | 477 | 481 | 2,431 | 2,912 | 780 | 1996 | 6/30/1998 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Euless |
TX | 550 | 1,998 | 684 | 550 | 2,682 | 3,232 | 783 | 1996 | 9/29/1998 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
N. Richland Hills |
TX | 670 | 2,407 | 1,440 | 670 | 3,847 | 4,517 | 1,011 | 1996 | 10/9/1998 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Batavia |
OH | 390 | 1,570 | 963 | 390 | 2,533 | 2,923 | 696 | 1988 | 11/19/1998 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Jackson-N.West |
MS | 460 | 1,642 | 517 | 460 | 2,159 | 2,619 | 773 | 1984 | 12/1/1998 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Katy-Franz |
TX | 507 | 2,058 | 1,613 | 507 | 3,671 | 4,178 | 848 | 1993 | 12/15/1998 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
W.Warwick |
RI | 447 | 1,776 | 845 | 447 | 2,621 | 3,068 | 804 | 1986/94 | 2/2/1999 | 5 to 40 years |
65
Table of Contents
Cost Capitalized | Life on | |||||||||||||||||||||||||||||||||||||||||||||||
Subsequent to | Gross Amount at Which | which | ||||||||||||||||||||||||||||||||||||||||||||||
Initial Cost to Company | Acquisition | Carried at Close of Period | depreciation | |||||||||||||||||||||||||||||||||||||||||||||
Building, | Building, | Building, | in latest | |||||||||||||||||||||||||||||||||||||||||||||
Equipment | Equipment | Equipment | income | |||||||||||||||||||||||||||||||||||||||||||||
Encum | and | and | and | Accum. | Date of | Date | statement | |||||||||||||||||||||||||||||||||||||||||
Description | ST | brance | Land | Improvements | Improvements | Land | Improvements | Total | Deprec. | Construction | Acquired | is computed | ||||||||||||||||||||||||||||||||||||
Lafayette-Pinhook 1 |
LA | 556 | 1,951 | 985 | 556 | 2,936 | 3,492 | 1,070 | 1980 | 2/17/1999 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Lafayette-Pinhook2 |
LA | 708 | 2,860 | 288 | 708 | 3,148 | 3,856 | 983 | 1992/94 | 2/17/1999 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Lafayette-Ambassador |
LA | 314 | 1,095 | 669 | 314 | 1,764 | 2,078 | 693 | 1975 | 2/17/1999 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Lafayette-Evangeline |
LA | 188 | 652 | 1,523 | 188 | 2,175 | 2,363 | 700 | 1977 | 2/17/1999 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Lafayette-Guilbeau |
LA | 963 | 3,896 | 796 | 963 | 4,692 | 5,655 | 1,349 | 1994 | 2/17/1999 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Gilbert-Elliot Rd |
AZ | 651 | 2,600 | 1,123 | 772 | 3,602 | 4,374 | 961 | 1995 | 5/18/1999 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Glendale-59th Ave |
AZ | 565 | 2,596 | 560 | 565 | 3,156 | 3,721 | 949 | 1997 | 5/18/1999 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Mesa-Baseline |
AZ | 330 | 1,309 | 2,446 | 733 | 3,352 | 4,085 | 579 | 1986 | 5/18/1999 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Mesa-E.Broadway |
AZ | 339 | 1,346 | 614 | 339 | 1,960 | 2,299 | 553 | 1986 | 5/18/1999 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Mesa-W.Broadway |
AZ | 291 | 1,026 | 933 | 291 | 1,959 | 2,250 | 480 | 1976 | 5/18/1999 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Mesa-Greenfield |
AZ | 354 | 1,405 | 355 | 354 | 1,760 | 2,114 | 581 | 1986 | 5/18/1999 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Phoenix-Camelback |
AZ | 453 | 1,610 | 894 | 453 | 2,504 | 2,957 | 755 | 1984 | 5/18/1999 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Phoenix-Bell |
AZ | 872 | 3,476 | 996 | 872 | 4,472 | 5,344 | 1,326 | 1984 | 5/18/1999 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Phoenix-35th Ave |
AZ | 849 | 3,401 | 708 | 849 | 4,109 | 4,958 | 1,218 | 1996 | 5/21/1999 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Westbrook |
ME | 410 | 1,626 | 1,790 | 410 | 3,416 | 3,826 | 835 | 1988 | 8/2/1999 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Cocoa |
FL | 667 | 2,373 | 814 | 667 | 3,187 | 3,854 | 952 | 1982 | 9/29/1999 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Cedar Hill |
TX | 335 | 1,521 | 403 | 335 | 1,924 | 2,259 | 593 | 1985 | 11/9/1999 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Monroe |
NY | 276 | 1,312 | 1,177 | 276 | 2,489 | 2,765 | 592 | 1998 | 2/2/2000 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
N.Andover |
MA | 633 | 2,573 | 841 | 633 | 3,414 | 4,047 | 862 | 1989 | 2/15/2000 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Seabrook |
TX | 633 | 2,617 | 349 | 633 | 2,966 | 3,599 | 856 | 1996 | 3/1/2000 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Plantation |
FL | 384 | 1,422 | 501 | 384 | 1,923 | 2,307 | 525 | 1994 | 5/2/2000 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Birmingham-Bessemer |
AL | 254 | 1,059 | 1,238 | 254 | 2,297 | 2,551 | 476 | 1998 | 11/15/2000 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Brewster |
NY | 1,716 | 6,920 | 960 | 1,981 | 7,615 | 9,596 | 1,020 | 1991/97 | 12/27/2000 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Austin-Lamar |
TX | 837 | 2,977 | 521 | 966 | 3,369 | 4,335 | 511 | 1996/99 | 2/22/2001 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Houston-E.Main |
TX | 733 | 3,392 | 627 | 841 | 3,911 | 4,752 | 552 | 1993/97 | 3/2/2001 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Ft.Myers-Abrams |
FL | 787 | 3,249 | 418 | 902 | 3,552 | 4,454 | 543 | 1997 | 3/13/2001 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Dracut |
MA | (1 | ) | 1,035 | 3,737 | 629 | 1,104 | 4,297 | 5,401 | 1,011 | 1986 | 12/1/2001 | 5 to 40 years | |||||||||||||||||||||||||||||||||||
Methuen |
MA | (1 | ) | 1,024 | 3,649 | 605 | 1,091 | 4,187 | 5,278 | 976 | 1984 | 12/1/2001 | 5 to 40 years | |||||||||||||||||||||||||||||||||||
Columbia 5 |
SC | (1 | ) | 883 | 3,139 | 1,220 | 942 | 4,300 | 5,242 | 927 | 1985 | 12/1/2001 | 5 to 40 years | |||||||||||||||||||||||||||||||||||
Myrtle Beach |
SC | (1 | ) | 552 | 1,970 | 937 | 589 | 2,870 | 3,459 | 662 | 1984 | 12/1/2001 | 5 to 40 years | |||||||||||||||||||||||||||||||||||
Kingsland |
GA | (1 | ) | 470 | 1,902 | 2,972 | 666 | 4,678 | 5,344 | 764 | 1989 | 12/1/2001 | 5 to 40 years | |||||||||||||||||||||||||||||||||||
Saco |
ME | (1 | ) | 534 | 1,914 | 280 | 570 | 2,158 | 2,728 | 516 | 1988 | 12/3/2001 | 5 to 40 years | |||||||||||||||||||||||||||||||||||
Plymouth |
MA | 1,004 | 4,584 | 2,305 | 1,004 | 6,889 | 7,893 | 1,220 | 1996 | 12/19/2001 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Sandwich |
MA | (1 | ) | 670 | 3,060 | 422 | 714 | 3,438 | 4,152 | 805 | 1984 | 12/19/2001 | 5 to 40 years | |||||||||||||||||||||||||||||||||||
Syracuse |
NY | (1 | ) | 294 | 1,203 | 415 | 327 | 1,585 | 1,912 | 405 | 1987 | 2/5/2002 | 5 to 40 years | |||||||||||||||||||||||||||||||||||
Houston-Westward |
TX | (1 | ) | 853 | 3,434 | 876 | 912 | 4,251 | 5,163 | 995 | 1976 | 2/13/2002 | 5 to 40 years | |||||||||||||||||||||||||||||||||||
Houston-Boone |
TX | (1 | ) | 250 | 1,020 | 507 | 268 | 1,509 | 1,777 | 364 | 1983 | 2/13/2002 | 5 to 40 years | |||||||||||||||||||||||||||||||||||
Houston-Cook |
TX | (1 | ) | 285 | 1,160 | 338 | 306 | 1,477 | 1,783 | 368 | 1986 | 2/13/2002 | 5 to 40 years | |||||||||||||||||||||||||||||||||||
Houston-Harwin |
TX | (1 | ) | 449 | 1,816 | 699 | 480 | 2,484 | 2,964 | 572 | 1981 | 2/13/2002 | 5 to 40 years | |||||||||||||||||||||||||||||||||||
Houston-Hempstead |
TX | (1 | ) | 545 | 2,200 | 980 | 583 | 3,142 | 3,725 | 728 | 1974/78 | 2/13/2002 | 5 to 40 years | |||||||||||||||||||||||||||||||||||
Houston-Kuykendahl |
TX | (1 | ) | 517 | 2,090 | 1,310 | 553 | 3,364 | 3,917 | 699 | 1979/83 | 2/13/2002 | 5 to 40 years | |||||||||||||||||||||||||||||||||||
Houston-Hwy 249 |
TX | (1 | ) | 299 | 1,216 | 1,074 | 320 | 2,269 | 2,589 | 494 | 1983 | 2/13/2002 | 5 to 40 years | |||||||||||||||||||||||||||||||||||
Mesquite-Hwy 80 |
TX | (1 | ) | 463 | 1,873 | 703 | 496 | 2,543 | 3,039 | 551 | 1985 | 2/13/2002 | 5 to 40 years | |||||||||||||||||||||||||||||||||||
Mesquite-Franklin |
TX | (1 | ) | 734 | 2,956 | 694 | 784 | 3,600 | 4,384 | 794 | 1984 | 2/13/2002 | 5 to 40 years | |||||||||||||||||||||||||||||||||||
Dallas-Plantation |
TX | (1 | ) | 394 | 1,595 | 315 | 421 | 1,883 | 2,304 | 452 | 1985 | 2/13/2002 | 5 to 40 years | |||||||||||||||||||||||||||||||||||
San Antonio-Hunt |
TX | (1 | ) | 381 | 1,545 | 976 | 408 | 2,494 | 2,902 | 514 | 1980 | 2/13/2002 | 5 to 40 years | |||||||||||||||||||||||||||||||||||
Humble-5250 FM |
TX | 919 | 3,696 | 401 | 919 | 4,097 | 5,016 | 875 | 1998/02 | 6/19/2002 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Pasadena |
TX | 612 | 2,468 | 267 | 612 | 2,735 | 3,347 | 590 | 1999 | 6/19/2002 | 5 to 40 years |
66
Table of Contents
Cost Capitalized | Life on | |||||||||||||||||||||||||||||||||||||||||||||||
Subsequent to | Gross Amount at Which | which | ||||||||||||||||||||||||||||||||||||||||||||||
Initial Cost to Company | Acquisition | Carried at Close of Period | depreciation | |||||||||||||||||||||||||||||||||||||||||||||
Building, | Building, | Building, | in latest | |||||||||||||||||||||||||||||||||||||||||||||
Equipment | Equipment | Equipment | income | |||||||||||||||||||||||||||||||||||||||||||||
Encum | and | and | and | Accum. | Date of | Date | statement | |||||||||||||||||||||||||||||||||||||||||
Description | ST | brance | Land | Improvements | Improvements | Land | Improvements | Total | Deprec. | Construction | Acquired | is computed | ||||||||||||||||||||||||||||||||||||
League City-E.Main |
TX | 689 | 3,159 | 269 | 689 | 3,428 | 4,117 | 752 | 1994/97 | 6/19/2002 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Montgomery |
TX | 817 | 3,286 | 2,088 | 1,119 | 5,072 | 6,191 | 871 | 1998 | 6/19/2002 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Texas City |
TX | 817 | 3,286 | 147 | 817 | 3,433 | 4,250 | 767 | 1999 | 6/19/2002 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Houston-Hwy 6 |
TX | 407 | 1,650 | 189 | 407 | 1,839 | 2,246 | 411 | 1997 | 6/19/2002 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Lumberton |
TX | 817 | 3,287 | 267 | 817 | 3,554 | 4,371 | 769 | 1996 | 6/19/2002 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
The Hamptons l |
NY | 2,207 | 8,866 | 647 | 2,207 | 9,513 | 11,720 | 1,978 | 1989/95 | 12/16/2002 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
The Hamptons 2 |
NY | 1,131 | 4,564 | 494 | 1,131 | 5,058 | 6,189 | 1,022 | 1998 | 12/16/2002 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
The Hamptons 3 |
NY | 635 | 2,918 | 359 | 635 | 3,277 | 3,912 | 652 | 1997 | 12/16/2002 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
The Hamptons 4 |
NY | 1,251 | 5,744 | 365 | 1,252 | 6,108 | 7,360 | 1,237 | 1994/98 | 12/16/2002 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Duncanville |
TX | 1,039 | 4,201 | 49 | 1,039 | 4,250 | 5,289 | 803 | 1995/99 | 8/26/2003 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Dallas-Harry Hines |
TX | 827 | 3,776 | 305 | 827 | 4,081 | 4,908 | 750 | 1998/01 | 10/1/2003 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Stamford |
CT | 2,713 | 11,013 | 331 | 2,713 | 11,344 | 14,057 | 2,055 | 1998 | 3/17/2004 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Houston-Tomball |
TX | 773 | 3,170 | 1,776 | 773 | 4,946 | 5,719 | 781 | 2000 | 5/19/2004 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Houston-Conroe |
TX | 1,195 | 4,877 | 124 | 1,195 | 5,001 | 6,196 | 868 | 2001 | 5/19/2004 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Houston-Spring |
TX | 1,103 | 4,550 | 266 | 1,103 | 4,816 | 5,919 | 849 | 2001 | 5/19/2004 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Houston-Bissonnet |
TX | 1,061 | 4,427 | 2,689 | 1,061 | 7,116 | 8,177 | 1,015 | 2003 | 5/19/2004 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Houston-Alvin |
TX | 388 | 1,640 | 856 | 388 | 2,496 | 2,884 | 366 | 2003 | 5/19/2004 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Clearwater |
FL | 1,720 | 6,986 | 97 | 1,720 | 7,083 | 8,803 | 1,205 | 2001 | 6/3/2004 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Houston-Missouri City |
TX | 1,167 | 4,744 | 3,466 | 1,566 | 7,811 | 9,377 | 950 | 1998 | 6/23/2004 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Chattanooga-Hixson |
TN | 1,365 | 5,569 | 1,185 | 1,365 | 6,754 | 8,119 | 1,137 | 1998/02 | 8/4/2004 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Austin-Round Rock |
TX | 2,047 | 5,857 | 679 | 2,051 | 6,532 | 8,583 | 1,076 | 2000 | 8/5/2004 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Cicero |
NY | 527 | 2,121 | 691 | 527 | 2,812 | 3,339 | 445 | 1988/02 | 3/16/2005 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Bay Shore |
NY | 1,131 | 4,609 | 63 | 1,131 | 4,672 | 5,803 | 717 | 2003 | 3/15/2005 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Springfield-Congress |
MA | 612 | 2,501 | 144 | 612 | 2,645 | 3,257 | 414 | 1965/75 | 4/12/2005 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Stamford-Hope |
CT | 1,612 | 6,585 | 210 | 1,612 | 6,795 | 8,407 | 1,044 | 2002 | 4/14/2005 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Houston-Jones |
TX | 3,220 | 1,214 | 4,949 | 89 | 1,215 | 5,037 | 6,252 | 736 | 1997/99 | 6/6/2005 | 5 to 40 years | ||||||||||||||||||||||||||||||||||||
Montgomery-Richard |
AL | 1,906 | 7,726 | 164 | 1,906 | 7,890 | 9,796 | 1,165 | 1997 | 6/1/2005 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Oxford |
MA | 470 | 1,902 | 1,613 | 470 | 3,515 | 3,985 | 387 | 2002 | 6/23/2005 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Austin-290E |
TX | 537 | 2,183 | 182 | 537 | 2,365 | 2,902 | 363 | 2003 | 7/12/2005 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
SanAntonio-Marbach |
TX | 556 | 2,265 | 221 | 556 | 2,486 | 3,042 | 359 | 2003 | 7/12/2005 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Austin-South 1st |
TX | 754 | 3,065 | 177 | 754 | 3,242 | 3,996 | 483 | 2003 | 7/12/2005 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Pinehurst |
TX | 484 | 1,977 | 1,367 | 484 | 3,344 | 3,828 | 395 | 2002/04 | 7/12/2005 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Marietta-Austell |
GA | 811 | 3,397 | 455 | 811 | 3,852 | 4,663 | 555 | 2003 | 9/15/2005 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Baton Rouge-Florida |
LA | 719 | 2,927 | 976 | 719 | 3,903 | 4,622 | 397 | 1984/94 | 11/15/2005 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Cypress |
TX | 721 | 2,994 | 1,109 | 721 | 4,103 | 4,824 | 523 | 2003 | 1/13/2006 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Texas City |
TX | 867 | 3,499 | 125 | 867 | 3,624 | 4,491 | 475 | 2003 | 1/10/2006 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
San Marcos-Hwy 35S |
TX | 628 | 2,532 | 464 | 982 | 2,642 | 3,624 | 344 | 2001 | 1/10/2006 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Baytown |
TX | 596 | 2,411 | 93 | 596 | 2,504 | 3,100 | 334 | 2002 | 1/10/2006 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Webster |
NY | 937 | 3,779 | 129 | 937 | 3,908 | 4,845 | 494 | 2002/06 | 2/1/2006 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Houston-Jones Rd 2 |
TX | 707 | 2,933 | 2,034 | 707 | 4,967 | 5,674 | 580 | 2000 | 3/9/2006 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Cameron-Scott |
LA | 952 | 411 | 1,621 | 167 | 411 | 1,788 | 2,199 | 264 | 1997 | 4/13/2006 | 5 to 40 years | ||||||||||||||||||||||||||||||||||||
Lafayette-Westgate |
LA | 463 | 1,831 | 91 | 463 | 1,922 | 2,385 | 246 | 2001/04 | 4/13/2006 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Broussard |
LA | 601 | 2,406 | 1,251 | 601 | 3,657 | 4,258 | 413 | 2002 | 4/13/2006 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Congress-Lafayette |
LA | 1,044 | 542 | 1,319 | 2,123 | 542 | 3,442 | 3,984 | 320 | 1997/99 | 4/13/2006 | 5 to 40 years | ||||||||||||||||||||||||||||||||||||
Manchester |
NH | 832 | 3,268 | 105 | 832 | 3,373 | 4,205 | 412 | 2000 | 4/26/2006 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Nashua |
NH | 617 | 2,422 | 507 | 617 | 2,929 | 3,546 | 337 | 1989 | 6/29/2006 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Largo 2 |
FL | 1,270 | 5,037 | 173 | 1,270 | 5,210 | 6,480 | 632 | 1998 | 6/22/2006 | 5 to 40 years |
67
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Cost Capitalized | Life on | |||||||||||||||||||||||||||||||||||||||||||||||
Subsequent to | Gross Amount at Which | which | ||||||||||||||||||||||||||||||||||||||||||||||
Initial Cost to Company | Acquisition | Carried at Close of Period | depreciation | |||||||||||||||||||||||||||||||||||||||||||||
Building, | Building, | Building, | in latest | |||||||||||||||||||||||||||||||||||||||||||||
Equipment | Equipment | Equipment | income | |||||||||||||||||||||||||||||||||||||||||||||
Encum | and | and | and | Accum. | Date of | Date | statement | |||||||||||||||||||||||||||||||||||||||||
Description | ST | brance | Land | Improvements | Improvements | Land | Improvements | Total | Deprec. | Construction | Acquired | is computed | ||||||||||||||||||||||||||||||||||||
Pinellas Park |
FL | 929 | 3,676 | 136 | 929 | 3,812 | 4,741 | 446 | 2000 | 6/22/2006 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Tarpon Springs |
FL | 696 | 2,739 | 120 | 696 | 2,859 | 3,555 | 342 | 1999 | 6/22/2006 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
New Orleans |
LA | 1,220 | 4,805 | 98 | 1,220 | 4,903 | 6,123 | 579 | 2000 | 6/22/2006 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
St Louis-Meramec |
MO | 1,113 | 4,359 | 232 | 1,113 | 4,591 | 5,704 | 537 | 1999 | 6/22/2006 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
St Louis-Charles Rock |
MO | 766 | 3,040 | 120 | 766 | 3,160 | 3,926 | 366 | 1999 | 6/22/2006 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
St Louis-Shackelford |
MO | 828 | 3,290 | 170 | 828 | 3,460 | 4,288 | 410 | 1999 | 6/22/2006 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
St Louis-W.Washington |
MO | 734 | 2,867 | 568 | 734 | 3,435 | 4,169 | 433 | 1980/01 | 6/22/2006 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
St Louis-Howdershell |
MO | 899 | 3,596 | 198 | 899 | 3,794 | 4,693 | 452 | 2000 | 6/22/2006 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
St Louis-Lemay Ferry |
MO | 890 | 3,552 | 274 | 890 | 3,826 | 4,716 | 440 | 1999 | 6/22/2006 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
St Louis-Manchester |
MO | 697 | 2,711 | 105 | 697 | 2,816 | 3,513 | 333 | 2000 | 6/22/2006 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Arlington-Little Rd |
TX | 1,877 | 1,256 | 4,946 | 199 | 1,256 | 5,145 | 6,401 | 599 | 1998/03 | 6/22/2006 | 5 to 40 years | ||||||||||||||||||||||||||||||||||||
Dallas-Goldmark |
TX | 605 | 2,434 | 87 | 605 | 2,521 | 3,126 | 294 | 2004 | 6/22/2006 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Dallas-Manana |
TX | 607 | 2,428 | 145 | 607 | 2,573 | 3,180 | 300 | 2004 | 6/22/2006 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Dallas-Manderville |
TX | 1,073 | 4,276 | 62 | 1,073 | 4,338 | 5,411 | 512 | 2003 | 6/22/2006 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Ft. Worth-Granbury |
TX | 1,685 | 549 | 2,180 | 105 | 549 | 2,285 | 2,834 | 272 | 1998 | 6/22/2006 | 5 to 40 years | ||||||||||||||||||||||||||||||||||||
Ft. Worth-Grapevine |
TX | 644 | 2,542 | 65 | 644 | 2,607 | 3,251 | 308 | 1999 | 6/22/2006 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
San Antonio-Blanco |
TX | 963 | 3,836 | 92 | 963 | 3,928 | 4,891 | 462 | 2004 | 6/22/2006 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
San Antonio-Broadway |
TX | 773 | 3,060 | 136 | 773 | 3,196 | 3,969 | 380 | 2000 | 6/22/2006 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
San Antonio-Huebner |
TX | 2,095 | 1,175 | 4,624 | 122 | 1,175 | 4,746 | 5,921 | 549 | 1998 | 6/22/2006 | 5 to 40 years | ||||||||||||||||||||||||||||||||||||
Chattanooga-Lee Hwy II |
TN | 619 | 2,471 | 67 | 619 | 2,538 | 3,157 | 295 | 2002 | 8/7/2006 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Lafayette-Evangeline |
LA | 699 | 2,784 | 1,923 | 699 | 4,707 | 5,406 | 443 | 1995/99 | 8/1/2006 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Montgomery-E.S.Blvd |
AL | 1,158 | 4,639 | 561 | 1,158 | 5,200 | 6,358 | 579 | 1996/97 | 9/28/2006 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Auburn-Pepperell Pkwy |
AL | 590 | 2,361 | 218 | 590 | 2,579 | 3,169 | 282 | 1998 | 9/28/2006 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Auburn-Gatewood Dr |
AL | 694 | 2,758 | 160 | 694 | 2,918 | 3,612 | 314 | 2002/03 | 9/28/2006 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Columbus-Williams Rd |
GA | 736 | 2,905 | 125 | 736 | 3,030 | 3,766 | 346 | 2002/06 | 9/28/2006 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Columbus-Miller Rd |
GA | 975 | 3,854 | 137 | 975 | 3,991 | 4,966 | 438 | 1995 | 9/28/2006 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Columbus-Armour Rd |
GA | 0 | 3,680 | 113 | 0 | 3,793 | 3,793 | 426 | 2004/05 | 9/28/2006 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Columbus-Amber Dr |
GA | 439 | 1,745 | 63 | 439 | 1,808 | 2,247 | 205 | 1998 | 9/28/2006 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Concord |
NH | 813 | 3,213 | 1,935 | 813 | 5,148 | 5,961 | 469 | 2000 | 10/31/2006 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Buffalo-Langner Rd |
NY | 532 | 2,119 | 503 | 532 | 2,622 | 3,154 | 247 | 1993/07 | 3/30/2007 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Buffalo-Transit Rd |
NY | 437 | 1,794 | 558 | 437 | 2,352 | 2,789 | 198 | 1998 | 3/30/2007 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Buffalo-Lake Ave |
NY | 638 | 2,531 | 258 | 638 | 2,789 | 3,427 | 303 | 1997 | 3/30/2007 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Buffalo-Union Rd |
NY | 348 | 1,344 | 113 | 348 | 1,457 | 1,805 | 148 | 1998 | 3/30/2007 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Buffalo-Niagara Falls
Blvd |
NY | 323 | 1,331 | 75 | 323 | 1,406 | 1,729 | 145 | 1998 | 3/30/2007 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Buffalo-Young St |
NY | 315 | 2,185 | 532 | 316 | 2,716 | 3,032 | 224 | 1999/00 | 3/30/2007 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Buffalo-Sheridan Dr |
NY | 961 | 3,827 | 163 | 961 | 3,990 | 4,951 | 386 | 1999 | 3/30/2007 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Lockport-Transit Rd |
NY | 375 | 1,498 | 258 | 375 | 1,756 | 2,131 | 199 | 1990/95 | 3/30/2007 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Rochester-Phillips Rd |
NY | 1,003 | 4,002 | 77 | 1,003 | 4,079 | 5,082 | 396 | 1999 | 3/30/2007 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Greenville |
MS | 1,100 | 4,386 | 256 | 1,100 | 4,642 | 5,742 | 486 | 1994 | 1/11/2007 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Port Arthur-9595 Hwy69 |
TX | 929 | 3,647 | 161 | 930 | 3,807 | 4,737 | 381 | 2002/04 | 3/8/2007 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Beaumont-Dowlen Rd |
TX | 1,537 | 6,018 | 240 | 1,537 | 6,258 | 7,795 | 625 | 2003/06 | 3/8/2007 | 5 to 40 years |
68
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Cost Capitalized | Life on | |||||||||||||||||||||||||||||||||||||||||||||||
Subsequent to | Gross Amount at Which | which | ||||||||||||||||||||||||||||||||||||||||||||||
Initial Cost to Company | Acquisition | Carried at Close of Period | depreciation | |||||||||||||||||||||||||||||||||||||||||||||
Building, | Building, | Building, | in latest | |||||||||||||||||||||||||||||||||||||||||||||
Equipment | Equipment | Equipment | income | |||||||||||||||||||||||||||||||||||||||||||||
Encum | and | and | and | Accum. | Date of | Date | statement | |||||||||||||||||||||||||||||||||||||||||
Description | ST | brance | Land | Improvements | Improvements | Land | Improvements | Total | Deprec. | Construction | Acquired | is computed | ||||||||||||||||||||||||||||||||||||
Huntsville-Memorial
Pkwy |
AL | 1,607 | 6,338 | 246 | 1,607 | 6,584 | 8,191 | 611 | 1989/06 | 6/1/2007 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Huntsville-Madison 1 |
AL | 1,016 | 4,013 | 164 | 1,017 | 4,176 | 5,193 | 404 | 1993/07 | 6/1/2007 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Gulfport-Ocean Springs |
MS | 1,423 | 5,624 | 70 | 1,423 | 5,694 | 7,117 | 520 | 1998/05 | 6/1/2007 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Huntsville-Hwy 72 |
AL | 1,206 | 4,775 | 100 | 1,206 | 4,875 | 6,081 | 453 | 1998/06 | 6/1/2007 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Mobile-Airport Blvd |
AL | 1,216 | 4,819 | 132 | 1,216 | 4,951 | 6,167 | 478 | 2000/07 | 6/1/2007 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Gulfport-Hwy 49 |
MS | 1,345 | 5,325 | 54 | 1,345 | 5,379 | 6,724 | 493 | 2002/04 | 6/1/2007 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Huntsville-Madison 2 |
AL | 1,164 | 4,624 | 105 | 1,164 | 4,729 | 5,893 | 438 | 2002/06 | 6/1/2007 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Foley-Hwy 59 |
AL | 1,346 | 5,474 | 119 | 1,347 | 5,592 | 6,939 | 533 | 2003/06 | 6/1/2007 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Pensacola 6-Nine Mile |
FL | 1,029 | 4,180 | 102 | 1,029 | 4,282 | 5,311 | 433 | 2003/06 | 6/1/2007 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Auburn-College St |
AL | 686 | 2,732 | 96 | 686 | 2,828 | 3,514 | 277 | 2003 | 6/1/2007 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Gulfport-Biloxi |
MS | 1,811 | 7,152 | 76 | 1,811 | 7,228 | 9,039 | 657 | 2004/06 | 6/1/2007 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Pensacola 7-Hwy 98 |
FL | 732 | 3,015 | 33 | 732 | 3,048 | 3,780 | 302 | 2006 | 6/1/2007 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Montgomery-Arrowhead |
AL | 1,075 | 4,333 | 46 | 1,076 | 4,378 | 5,454 | 409 | 2006 | 6/1/2007 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Montgomery-McLemore |
AL | 885 | 3,586 | 34 | 885 | 3,620 | 4,505 | 338 | 2006 | 6/1/2007 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
San Antonio-Foster |
TX | 676 | 2,685 | 188 | 676 | 2,873 | 3,549 | 271 | 2003/06 | 5/21/2007 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Beaumont-S.Major |
TX | 742 | 3,024 | 124 | 742 | 3,148 | 3,890 | 268 | 2002/05 | 11/14/2007 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Hattiesburg-Clasic |
MS | 444 | 1,799 | 102 | 444 | 1,901 | 2,345 | 152 | 1998 | 12/19/2007 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Biloxi-Ginger |
MS | 384 | 1,548 | 52 | 384 | 1,600 | 1,984 | 126 | 2000 | 12/19/2007 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Foley-7905 St Hwy 59 |
AL | 437 | 1,757 | 40 | 437 | 1,797 | 2,234 | 142 | 2000 | 12/19/2007 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Ridgeland |
MS | 1,479 | 5,965 | 370 | 1,479 | 6,335 | 7,814 | 466 | 1997/00 | 1/17/2008 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Jackson-5111 |
MS | 1,337 | 5,377 | 116 | 1,337 | 5,493 | 6,830 | 412 | 2003 | 1/17/2008 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Cincinnati-Robertson |
OH | 852 | 3,409 | 140 | 852 | 3,549 | 4,401 | 184 | 2003/04 | 12/31/2008 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Richmond-Bridge Rd |
VA | 1,047 | 5,981 | 0 | 1,047 | 5,981 | 7,028 | 183 | 2009 | 10/1/2009 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Raleigh-Atlantic |
NC | 846 | 4,095 | 0 | 846 | 4,095 | 4,941 | 0 | 1998/00 | 12/28/2010 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Charlotte-Wallace |
NC | 961 | 3,702 | 0 | 961 | 3,702 | 4,663 | 0 | 2008 | 12/29/2010 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Raleigh-Davis Circle |
NC | 574 | 3,975 | 0 | 574 | 3,975 | 4,549 | 0 | 2008 | 12/29/2010 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Charlotte-Westmoreland |
NC | 513 | 5,317 | 0 | 513 | 5,317 | 5,830 | 0 | 2009 | 12/29/2010 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Charlotte-Matthews |
NC | 1,129 | 4,767 | 0 | 1,129 | 4,767 | 5,896 | 0 | 2009 | 12/29/2010 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Raleigh-Dillard |
NC | 381 | 3,575 | 0 | 381 | 3,575 | 3,956 | 0 | 2008 | 12/29/2010 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Charlotte-Zeb Morris |
NC | 965 | 3,355 | 0 | 965 | 3,355 | 4,320 | 0 | 2007 | 12/29/2010 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
Construction in Progress |
0 | 0 | 8,058 | 0 | 8,058 | 8,058 | 0 | 2010 | ||||||||||||||||||||||||||||||||||||||||
Corporate Office |
NY | 0 | 68 | 11,308 | 1,623 | 9,753 | 11,376 | 8,379 | 2000 | 5/1/2000 | 5 to 40 years | |||||||||||||||||||||||||||||||||||||
$ | 227,497 | $ | 891,987 | $ | 300,472 | $ | 240,651 | $ | 1,179,305 | $ | 1,419,956 | $ | 271,797 | |||||||||||||||||||||||||||||||||||
(1) | These properties are encumbered through one mortgage loan with an outstanding balance of $40.3 million at December 31, 2010. | |
(2) | These properties are encumbered through one mortgage loan with an outstanding balance of $27.8 million at December 31, 2010. |
69
Table of Contents
December 31, 2010 | December 31, 2009 | December 31, 2008 | ||||||||||||||||||||||
Cost: |
||||||||||||||||||||||||
Balance at beginning of period |
$ | 1,364,454 | $ | 1,343,669 | $ | 1,278,528 | ||||||||||||||||||
Additions during period: |
||||||||||||||||||||||||
Acquisitions through foreclosure |
$ | | $ | | $ | | ||||||||||||||||||
Other acquisitions |
34,155 | | 18,454 | |||||||||||||||||||||
Improvements, etc. |
21,523 | 21,952 | 46,880 | |||||||||||||||||||||
55,678 | 21,952 | 65,334 | ||||||||||||||||||||||
Deductions during period: |
||||||||||||||||||||||||
Cost of real estate sold |
(176 | ) | (176 | ) | (1,167 | ) | (1,167 | ) | (193 | ) | (193 | ) | ||||||||||||
Balance at close of period |
$ | 1,419,956 | $ | 1,364,454 | $ | 1,343,669 | ||||||||||||||||||
Accumulated Depreciation: |
||||||||||||||||||||||||
Balance at beginning of period |
$ | 238,971 | $ | 206,739 | $ | 174,942 | ||||||||||||||||||
Additions during period: |
||||||||||||||||||||||||
Depreciation expense |
$ | 32,939 | $ | 32,451 | $ | 31,932 | ||||||||||||||||||
32,939 | 32,451 | 31,932 | ||||||||||||||||||||||
Deductions during period: |
||||||||||||||||||||||||
Accumulated depreciation of
real estate sold |
(113 | ) | (113 | ) | (219 | ) | (219 | ) | (135 | ) | (135 | ) | ||||||||||||
Balance at close of period |
$ | 271,797 | $ | 238,971 | $ | 206,739 | ||||||||||||||||||
70