Maryland | 16-1194043 | |
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Common Stock, $.01 Par Value | New York Stock Exchange |
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23
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-
A Customer Care Center (call center) that services new and existing
customers inquiries and facilitates the capture of sales leads that
were previously lost;
-
Internet marketing, which provides customers information about all of
our stores via numerous portals and e-mail;
-
A rate management system, that matches product availability with
market demand for each type of storage unit at each store, and
determines appropriate pricing. The Company credits this program in
achieving higher yields and controlling discounting;
-
Dri-guard, that provides humidity-controlled spaces. We became the
first self-storage operator to utilize this humidity protection
technology. These environmental control systems are a premium storage
feature intended to protect metal, electronics, furniture, fabrics and
paper from moisture; and
-
Uncle Bobs trucks, that provide customers with convenient, affordable
access to vehicles to help move-in their goods, and which also serve
as moving billboards to help advertise our storage facilities.
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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.
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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;
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.
Table of Contents
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.
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Number of
Stores at
Percentage
December 31,
Square
Number of
of Store
2008
Feet
Spaces
Revenue
22
1,602,986
11,885
5.1
%
9
506,034
4,474
2.4
%
5
304,859
2,866
2.1
%
4
276,827
2,376
0.5
%
57
3,652,019
33,327
15.6
%
27
1,717,646
13,937
6.3
%
2
145,708
1,322
0.3
%
14
867,593
7,744
3.7
%
2
114,145
1,004
0.5
%
4
173,181
2,040
0.9
%
14
790,282
7,178
3.8
%
6
348,843
3,010
1.2
%
12
925,621
7,079
3.5
%
7
436,069
3,786
2.1
%
4
260,503
2,330
1.0
%
28
1,598,164
14,501
8.6
%
15
796,123
6,959
3.2
%
23
1,576,639
12,900
4.4
%
6
365,520
2,919
1.4
%
4
167,901
1,567
0.9
%
8
445,528
3,770
1.8
%
4
295,122
2,430
1.0
%
90
6,571,320
53,847
25.3
%
18
1,065,013
9,896
4.4
%
385
25,003,646
213,147
100.0
%
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Item 5.
Market for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
Quarter 2007
High
Low
$
63.93
$
54.98
56.56
47.18
50.25
40.40
50.43
39.75
Quarter 2008
High
Low
$
44.62
$
33.56
46.50
41.37
46.15
35.77
44.16
19.18
$0.620 per share
$0.620 per share
$0.630 per share
$0.630 per share
$0.630 per share
$0.630 per share
$0.640 per share
$0.640 per share
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Number of
securities to be
issued upon
Weighted average
Number of
exercise of
exercise price of
securities
outstanding
outstanding
remaining available
options, warrants
options, warrants
for future issuance
Plan Category
and rights (#)
and rights ($)
(#)
274,163
$
45.72
1,096,464
50,525
$
26.74
0
36,000
$
45.74
0
33,512
N/A
35,347
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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SOVRAN SELF STORAGE, INC.
DECEMBER 31, 2003 - DECEMBER 31, 2008
Dec. 31,
Dec. 31,
Dec. 31,
Dec. 31,
Dec. 31,
Dec. 31,
2003
2004
2005
2006
2007
2008
100.00
110.87
116.32
134.69
142.09
89.52
100.00
131.58
147.59
199.33
168.05
104.65
100.00
119.93
141.39
180.83
132.79
126.89
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(dollars in thousands, except per
At or For Year Ended December 31,
share data)
2008
2007
2006
2005
2004
$
203,003
$
192,857
$
165,369
$
137,373
$
122,381
36,605
38,780
36,163
34,318
30,232
794
434
447
472
1,772
37,399
39,214
36,610
34,790
32,004
1.68
1.79
1.87
1.81
1.41
1.72
1.81
1.90
1.86
1.54
1.72
1.81
1.89
1.84
1.53
2.54
2.50
2.47
2.44
2.42
$
1,389,201
$
1,322,708
$
1,136,052
$
886,191
$
804,106
1,212,626
1,164,588
1,053,159
784,319
719,514
623,261
566,517
462,027
339,144
289,075
692,479
610,757
495,301
364,980
315,049
26,613
26,613
53,227
$
77,132
$
85,175
$
64,656
$
60,724
$
54,803
(82,711
)
(190,267
)
(176,567
)
(79,156
)
(71,034
)
6,055
61,372
154,730
20,238
(765
)
(1)
In 2008 we sold one store and in 2004 we sold five stores whose operations and gain are
classified as discontinued operations for all previous years presented.
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Item 7.
Managements Discussion and Analysis of Financial Condition and Results of Operations
A.
Increasing operating performance and cash flow through aggressive management of our
stores:
-
Revenues continue to improve as a result of drivers implemented by us,
including:
-
Our Customer Care Center, which answers sales inquiries and makes
reservations for all of our properties on a centralized basis,
-
The Uncle Bobs truck move-in program, under which, at present, 259
of our stores offer a free Uncle Bobs truck to assist our customers in moving
into their spaces, and
-
An increase in internet marketing and sales.
-
In addition to increasing revenue, we have worked to improve services and
amenities at our stores. While this has caused operating expenses to increase over the
past five years, it has resulted in a superior storage experience for our customers.
Our managers are better qualified and receive a significantly higher level of training
than they did five years ago, customer access and security are greatly enhanced as a
result of advances in technology, and property appearance and functionality have been
improved.
-
Our customized property management systems enable us to improve our ability 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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B.
Acquiring additional stores:
-
In conjunction with the joint venture agreement entered in late May 2008,
potential acquisition opportunities over the first nine months of the agreement will be
offered to the joint venture. The Companys acquisitions over this period will
therefore be limited to facilities that do not fit the joint ventures investment
objectives, but do meet ours.
-
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 would 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 four years, we have undertaken an announced program of expanding
and enhancing our properties. Primarily, we have worked to add premium storage (i.e.,
air-conditioned and/or humidity controlled) space to our portfolio. In 2007, we
expended approximately $25 million to add some 444,000 square feet of such space 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. The program entailed construction
of new buildings, acquisition of parcels of land contiguous to stores deemed suitable
for expansion, and demolition of certain structures to make room for more optimally
configured spaces. In 2009, we expect to curtail our expansion program with new
expenditures of approximately $15 million on projects that began in 2008.
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YEAR ENDED DECEMBER 31, 2007
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YEAR ENDED DECEMBER 31, 2006
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For Year Ended December 31,
(dollars in thousands)
2008
2007
2006
2005
2004
$
37,399
$
39,214
$
36,610
$
34,790
$
32,004
2,284
2,631
2,434
1,529
1,542
34,421
33,851
25,121
21,040
19,002
46
185
184
182
263
333
59
168
484
473
(114
)
(716
)
(1,137
)
(1,256
)
(2,512
)
(4,123
)
(7,168
)
(1,415
)
(1,366
)
(1,425
)
(1,450
)
(1,519
)
(1,333
)
(1,564
)
(1,848
)
(1,785
)
(1,499
)
(1,475
)
$
70,837
$
71,297
$
58,770
$
50,884
$
40,756
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Contractual
Payments due by period
obligations
Total
2009
2010-2011
2012-2013
2014 and thereafter
$14.0 million
$14.0 million
$500.0 million
$350.0 million
$150.0 million
$109.3 million
$28.0 million
$40.3 million
$40.0 million
$1.0 million
$136.2 million
$28.8 million
$53.3 million
$32.6 million
$21.5 million
$1.1 million
$0.1 million
$0.1 million
$0.1 million
$0.8 million
$3.9 million
$0.6 million
$0.3 million
$0.1 million
$2.9 million
$764.5 million
$57.5 million
$108.0 million
$422.8 million
$176.2 million
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Sovran HHF
Storage
Iskalo Office
(dollars in thousands)
Holdings LLC
Holdings, LLC
$
170,176
$
5,507
3,912
568
$
174,088
$
6,075
$
336
$
79,937
7,169
1,942
168
82,215
7,337
73,499
(718
)
18,374
(544
)
$
174,088
$
6,075
$
6,652
$
1,127
6,301
1,139
$
351
$
(12
)
Year ended December 31,
(dollars in thousands)
2008
2007
2006
$
1,135
$
$
85
600
561
583
104
119
172
345
98
123
(20,287
)
(336
)
17
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Fixed
Floating Rate
Notional Amount
Effective Date
Expiration Date
Rate Paid
Received
11/14/05
9/1/09
4.3900
%
1 month LIBOR
9/4/05
9/4/13
4.4350
%
6 month LIBOR
10/10/06
9/1/09
4.4800
%
1 month LIBOR
7/1/08
6/25/12
4.2825
%
1 month LIBOR
7/1/08
6/22/12
4.2965
%
1 month LIBOR
9/1/09
6/22/12
4.7100
%
1 month LIBOR
9/1/09
6/22/12
4.2875
%
1 month LIBOR
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Expected Maturity Date Including Discount
Fair
(dollars in thousands)
2009
2010
2011
2012
2013
Thereafter
Total
Value
$
14,000
$
14,000
$
14,000
$
250,000
$
250,000
$
250,000
$
20,000
$
20,000
$
20,000
$
80,000
$
80,000
$
78,865
$
150,000
$
150,000
$
147,899
$
587
$
630
$
27,816
$
29,033
$
30,031
$
1,128
$
1,211
$
1,301
$
38,963
$
42,603
$
44,205
$
141
$
149
$
3,220
$
3,510
$
3,478
$
23
$
25
$
27
$
29
$
896
$
1,000
$
1,018
$
26
$
28
$
30
$
31
$
34
$
949
$
1,098
$
1,100
$
25,930
$
25,930
$
26,422
$
208
$
222
$
5,657
$
6,087
$
6,188
$
25,490
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February 25, 2009
Table of Contents
CONSOLIDATED BALANCE SHEETS
December 31,
(dollars in thousands, except share data)
2008
2007
$
240,525
$
236,349
1,148,676
1,086,359
1,389,201
1,322,708
(216,644
)
(183,679
)
1,172,557
1,139,029
4,486
4,010
2,971
2,794
14
27
336
20,111
4,691
4,771
7,460
7,574
6,383
$
1,212,626
$
1,164,588
$
14,000
$
100,000
500,000
356,000
23,979
23,752
5,659
5,602
25,490
1,230
14,090
13,656
109,261
110,517
692,479
610,757
9,265
9,659
13,082
16,783
232
228
666,633
654,141
(116,728
)
(98,437
)
(25,162
)
(1,368
)
(27,175
)
(27,175
)
497,800
527,389
$
1,212,626
$
1,164,588
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CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended December 31,
(dollars in thousands, except per share data)
2008
2007
2006
$
195,220
$
186,581
$
160,011
7,783
6,276
5,358
203,003
192,857
165,369
55,739
52,317
43,833
19,004
17,370
15,166
17,279
15,234
14,095
34,421
33,851
25,163
126,443
118,772
98,257
76,560
74,085
67,112
(38,097
)
(33,861
)
(29,494
)
322
954
807
114
(721
)
(783
)
(905
)
(1,563
)
(1,848
)
(1,529
)
104
119
172
36,605
38,780
36,163
794
434
447
37,399
39,214
36,610
(1,256
)
(2,512
)
$
37,399
$
37,958
$
34,098
$
1.68
$
1.79
$
1.87
0.04
0.02
0.03
$
1.72
$
1.81
$
1.90
$
1.68
$
1.79
$
1.86
0.04
0.02
0.03
$
1.72
$
1.81
$
1.89
$
2.54
$
2.50
$
2.47
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CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
8.375% Series
C Preferred
8.375% Series C
Common
Stock
Preferred
Stock
Common
(dollars in thousands, except share data)
Shares
Stock
Shares
Stock
1,200,000
$
26,613
17,563,046
$
187
2,300,000
23
501,089
5
37,675
41,719
1
1,200,000
26,613
20,443,529
216
252,816
3
13,100
43,989
(1,200,000
)
(26,613
)
920,244
9
2,908
21,676,586
228
285,308
3
2,600
45,713
1
6,141
$
22,016,348
$
232
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CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
Additional
Dividends in
Accumulated
Paid-in
Non-vested
Excess of
Other Comprehensive
Treasury
Total
Capital
Stock
Net Income
Income (loss)
Stock
Equity
$
466,839
$
(1,838
)
$
(71,995
)
$
1,454
$
(27,175
)
$
394,085
122,388
122,411
24,862
24,867
1,142
1,142
(1,838
)
1,838
(1
)
876
876
119
119
181
181
(1,830
)
(1,830
)
36,610
36,610
674
674
37,284
(48,224
)
(48,224
)
612,738
(83,609
)
2,128
(27,175
)
530,911
12,756
12,759
425
425
1,224
1,224
183
183
161
161
26,604
167
167
(117
)
(117
)
39,214
39,214
(3,496
)
(3,496
)
35,718
(54,042
)
(54,042
)
654,141
(98,437
)
(1,368
)
(27,175
)
527,389
10,654
10,657
72
72
1
1,444
1,444
279
279
112
112
(69
)
(69
)
37,399
37,399
(23,794
)
(23,794
)
13,605
(55,690
)
(55,690
)
$
666,633
$
$
(116,728
)
$
(25,162
)
$
(27,175
)
$
497,800
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CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31,
(dollars in thousands)
2008
2007
2006
$
37,399
$
39,214
$
36,610
35,659
34,999
26,340
(716
)
(114
)
(104
)
(119
)
(172
)
345
98
123
2,284
2,631
2,434
1,444
1,224
876
279
183
119
(171
)
(599
)
(407
)
118
822
(2,029
)
619
7,082
1,011
(24
)
(246
)
(249
)
77,132
85,175
64,656
(18,547
)
(138,059
)
(130,251
)
(45,709
)
(52,441
)
(37,021
)
7,002
1,692
(20,287
)
(6,106
)
(8,181
)
(336
)
17
1,259
(1,469
)
(1,169
)
13
10
38
(82,711
)
(190,267
)
(176,567
)
10,842
13,345
148,601
14,000
112,000
94,000
(206,000
)
(12,000
)
(184,000
)
250,000
6,000
150,000
(3,085
)
(316
)
(632
)
(55,256
)
(51,805
)
(43,837
)
(1,256
)
(2,513
)
(2,633
)
(2,912
)
(2,815
)
(114
)
(174
)
(2,788
)
(1,699
)
(1,510
)
(1,286
)
6,055
61,372
154,730
476
(43,720
)
42,819
4,010
47,730
4,911
$
4,486
$
4,010
$
47,730
$
37,970
$
32,313
$
26,647
107
1,580
65,650
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Weighted Average
Range
6.53
4.50 - 7.00
3.78
%
2.65 - 3.94
%
22.61
%
22.40% - 24.30
%
6.1
%
6.00% - 7.00
%
$
4.79
$
3.21 - $5.10
(Amounts in thousands,
Year Ended December 31,
except per share data)
2008
2007
2006
$
36,605
$
37,524
$
33,651
21,762
20,955
17,951
21
49
70
21,783
21,004
18,021
$
1.68
$
1.79
$
1.87
$
1.72
$
1.81
$
1.90
$
1.68
$
1.79
$
1.86
$
1.72
$
1.81
$
1.89
Table of Contents
(Dollars in thousands)
2008
2007
$
1,322,708
$
1,136,052
18,454
136,653
2,473
44,998
45,806
761
6,621
(193
)
(2,424
)
$
1,389,201
$
1,322,708
$
183,679
$
154,449
33,100
30,011
(135
)
(781
)
$
216,644
$
183,679
Year Ended December 31,
(dollars in thousands)
2008
2007
2006
$
233
$
912
$
927
(76
)
(196
)
(202
)
(33
)
(97
)
(94
)
(46
)
(185
)
(184
)
716
$
794
$
434
$
447
Table of Contents
Year Ended December 31,
(dollars in thousands, except share data)
2007
2006
$
199,569
$
191,505
$
41,749
$
33,985
$
1.92
$
1.54
December 31,
December 31,
(dollars in thousands)
2008
2007
$
29,033
$
29,084
42,603
43,645
3,510
3,643
1,000
1,022
Table of Contents
December 31,
December 31,
(dollars in thousands)
2008
2007
1,098
1,122
25,930
25,719
6,087
6,282
$
109,261
$
110,517
Expected Maturity Date Including Discount
Fair
(dollars in thousands)
2009
2010
2011
2012
2013
Thereafter
Total
Value
$
14,000
$
14,000
$
14,000
$
250,000
$
250,000
$
250,000
$
20,000
$
20,000
$
20,000
$
80,000
$
80,000
$
78,865
$
150,000
$
150,000
$
147,899
$
587
$
630
$
27,816
$
29,033
$
30,031
$
1,128
$
1,211
$
1,301
$
38,963
$
42,603
$
44,205
$
141
$
149
$
3,220
$
3,510
$
3,478
$
23
$
25
$
27
$
29
$
896
$
1,000
$
1,018
$
26
$
28
$
30
$
31
$
34
$
949
$
1,098
$
1,100
$
25,930
$
25,930
$
26,422
$
208
$
222
$
5,657
$
6,087
$
6,188
$
25,490
Table of Contents
Fixed
Floating Rate
Notional Amount
Effective Date
Expiration Date
Rate Paid
Received
11/14/05
9/1/09
4.3900
%
1 month LIBOR
9/4/05
9/4/13
4.4350
%
6 month LIBOR
10/10/06
9/1/09
4.4800
%
1 month LIBOR
7/1/08
6/25/12
4.2825
%
1 month LIBOR
7/1/08
6/22/12
4.2965
%
1 month LIBOR
9/1/09
6/22/12
4.7100
%
1 month LIBOR
9/1/09
6/22/12
4.2875
%
1 month LIBOR
Table of Contents
Asset
(Liability)
Level 1
Level 2
Level 3
(25,490
)
(25,490
)
Table of Contents
2008
2007
2006
Weighted
Weighted
Weighted
average
average
average
exercise
exercise
exercise
Options
price
Options
price
Options
price
168,125
$
42.54
113,225
$
35.77
142,900
$
32.68
201,163
43.12
74,000
52.49
14,000
51.78
(2,600
)
27.78
(13,100
)
32.44
(37,675
)
30.33
(6,000
)
36.86
(6,000
)
59.62
(6,000
)
33.05
360,688
$
43.06
168,125
$
42.54
113,225
$
35.77
118,025
$
38.84
82,625
$
34.45
74,225
$
31.14
Outstanding
Exercisable
Weighted
Weighted
average
average
exercise
exercise
Exercise Price Range
Options
price
Options
price
31,475
$
21.58
31,475
$
21.58
33,050
$
35.35
19,550
$
34.11
296,163
$
46.21
67,000
$
48.33
360,688
$
43.06
118,025
$
38.84
$
506,184
$
506,184
$
37,691
Table of Contents
2008
2007
2006
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
115,896
$
45.54
96,453
$
40.21
71,411
$
30.39
45,713
41.50
43,989
53.79
41,719
53.86
(30,802
)
42.71
(24,546
)
39.39
(16,677
)
32.29
130,807
$
44.79
115,896
$
45.54
96,453
$
40.21
Table of Contents
Sovran HHF
Storage
Iskalo Office
(dollars in thousands)
Holdings LLC
Holdings, LLC
$
170,176
$
5,507
3,912
568
$
174,088
$
6,075
$
336
$
79,937
7,169
1,942
168
82,215
7,337
73,499
(718
)
18,374
(544
)
$
174,088
$
6,075
$
6,652
$
1,127
6,301
1,139
$
351
$
(12
)
Table of Contents
2008 Quarter Ended
March 31
June 30
Sept. 30
Dec. 31
$
49,619
$
50,120
$
52,497
$
50,767
$
8,871
$
9,829
$
9,528
$
8,377
$
82
$
712
$
$
$
8,953
$
10,541
$
9,528
$
8,377
$
8,953
$
10,541
$
9,528
$
8,377
$
0.41
$
0.49
$
0.44
$
0.38
$
0.41
$
0.48
$
0.44
$
0.38
2007 Quarter Ended
March 31
June 30
Sept. 30
Dec. 31
$
44,371
$
47,872
$
50,765
$
49,849
$
9,437
$
7,950
$
10,757
$
10,636
$
100
$
114
$
118
$
102
$
9,537
$
8,064
$
10,875
$
10,738
$
8,909
$
7,436
$
10,875
$
10,738
$
0.44
$
0.36
$
0.51
$
0.50
$
0.44
$
0.36
$
0.51
$
0.50
(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 one property
sold in 2008 as described in Note 5.
Table of Contents
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Item 9A.
Controls and Procedures
/S/ David L. Rogers
Chief Financial Officer
Table of Contents
February 25, 2009
Table of Contents
Item 10.
Directors, Executive Officers and Corporate Governance
Item 11.
Executive Compensation
Item 12.
Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
Item 13.
Certain Relationships and Related Transactions, and Director Independence
Item 14.
Principal Accountant Fees and Services
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, 2008 and 2007.
(ii)
Consolidated Statements of Operations for Years Ended December 31, 2008, 2007, and 2006.
(iii)
Consolidated Statements of Shareholders Equity for Years Ended December 31, 2008,
2007, and 2006.
(iv)
Consolidated Statements of Cash Flows for Years Ended December 31, 2008, 2007, and 2006.
(v)
Notes to Consolidated Financial Statements.
2.
The following financial statement Schedule as of the period ended December 31, 2008 is included in this Annual Report on Form 10-K.
Schedule III Real Estate and Accumulated Depreciation.
Table of Contents
3.
Exhibits
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 the 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 3.2 to Registrants Current Report on Form 8-K filed
April 7, 2004).
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 the Registrants Proxy Statement
filed April 11, 2005).
10.2+
Sovran Self Storage, Inc. 1995 Outside Directors Stock Option
Plan, as amended (incorporated by reference to the Registrants
Proxy Statement filed April 8, 2004).
10.3*+
Employment Agreement between the Registrant and Robert J. Attea.
10.4*+
Employment Agreement between the Registrant and Kenneth F. Myszka.
10.5*+
Employment Agreement between the Registrant and David L. Rogers.
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).
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).
Table of Contents
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.
10.14
Promissory Note between Locke Sovran II, LLC and PNC Bank,
National Association (incorporated by reference to Exhibit 10.22
to Registrants Form 10-K filed March 27, 2003).
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 filed in the Companys
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 of 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 of
the 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
as filed in the Companys Annual Report on Form 10-K, filed March
1, 2007).
12.1*
Statement Re: Computation of Earnings to Fixed Charges.
21.1*
Subsidiaries of the Company (incorporated by reference to Exhibit
21 as filed in the Companys Annual Report on Form 10-K, filed
March 1, 2007).
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.
*
Filed herewith.
+
Management contract or compensatory plan or arrangement.
Table of Contents
February 27, 2009
SOVRAN SELF STORAGE, INC.
By:
/s/ David L. Rogers
David L. Rogers,
Chief Financial Officer,
Secretary
Signature
Title
Date
Chairman of the Board of Directors
Chief Executive Officer and Director
(Principal Executive Officer)
February 27, 2009
President, Chief Operating
Officer and Director
February 27, 2009
Chief Financial Officer
(Principal
Financial and Accounting Officer)
February 27, 2009
Director
February 27, 2009
Director
February 27, 2009
Director
February 27, 2009
Director
February 27, 2009
Table of Contents
Schedule III
Combined Real Estate and Accumulated Depreciation
(in thousands)
December 31, 2008
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
MA
$
363
$
1,679
$
528
$
363
2,207
$
2,570
$
706
1980
6/26/1995
5 to 40 years
MA
680
1,616
361
680
1,977
2,657
699
1986
6/26/1995
5 to 40 years
RI
345
1,268
650
345
1,918
2,263
573
1984
6/26/1995
5 to 40 years
SC
416
1,516
2,029
416
3,545
3,961
768
1985
6/26/1995
5 to 40 years
FL
397
1,424
1,436
397
2,860
3,257
626
1985
6/26/1995
5 to 40 years
NC
308
1,102
1,076
747
1,739
2,486
563
1986
6/26/1995
5 to 40 years
FL
770
2,734
1,869
770
4,603
5,373
1,476
1973
6/26/1995
5 to 40 years
OH
239
1,110
1,298
239
2,408
2,647
628
1980
6/26/1995
5 to 40 years
OH
701
1,659
768
701
2,427
3,128
764
1987
6/26/1995
5 to 40 years
FL
204
734
903
198
1,643
1,841
508
1975
6/26/1995
5 to 40 years
FL
395
1,501
854
779
1,971
2,750
758
1985
6/26/1995
5 to 40 years
FL
483
1,752
2,037
483
3,789
4,272
922
1984
6/26/1995
5 to 40 years
NY
224
808
796
224
1,604
1,828
526
1988
6/26/1995
5 to 40 years
NY
423
1,531
1,651
497
3,108
3,605
1,015
1981
6/26/1995
5 to 40 years
NY
395
1,404
485
395
1,889
2,284
613
1981
6/26/1995
5 to 40 years
MD
164
760
451
164
1,211
1,375
408
1979
6/26/1995
5 to 40 years
MA
367
1,325
447
367
1,772
2,139
635
1982
6/26/1995
5 to 40 years
NC
853
3,057
749
853
3,806
4,659
1,194
1980
6/26/1995
5 to 40 years
FL
152
728
961
687
1,154
1,841
416
1985
6/26/1995
5 to 40 years
SC
268
1,248
447
268
1,695
1,963
613
1985
6/26/1995
5 to 40 years
NY
230
847
442
234
1,285
1,519
421
1980
6/26/1995
5 to 40 years
GA
463
1,684
3,791
816
5,122
5,938
1,072
1981
6/26/1995
5 to 40 years
NC
444
1,613
514
444
2,127
2,571
770
1986
6/26/1995
5 to 40 years
NC
649
2,329
844
649
3,173
3,822
1,029
1985
6/26/1995
5 to 40 years
CT
387
1,402
912
387
2,314
2,701
657
1985
6/26/1995
5 to 40 years
GA
844
2,021
659
844
2,680
3,524
904
1988
6/26/1995
5 to 40 years
GA
302
1,103
349
303
1,451
1,754
541
1988
6/26/1995
5 to 40 years
NY
315
745
1,638
517
2,181
2,698
530
1984
6/26/1995
5 to 40 years
NC
321
1,150
654
321
1,804
2,125
548
1985
6/26/1995
5 to 40 years
SC
361
1,331
594
374
1,912
2,286
655
1987
6/26/1995
5 to 40 years
SC
189
719
1,079
189
1,798
1,987
506
1989
6/26/1995
5 to 40 years
SC
488
1,188
508
488
1,696
2,184
590
1986
6/26/1995
5 to 40 years
GA
430
1,579
1,884
602
3,291
3,893
753
1988
6/26/1995
5 to 40 years
FL
513
1,930
446
513
2,376
2,889
864
1988
6/26/1995
5 to 40 years
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
PA
194
912
440
194
1,352
1,546
450
1975
6/26/1995
5 to 40 years
FL
1,503
3,619
770
1,503
4,389
5,892
1,229
1985
6/26/1995
5 to 40 years
FL
398
1,035
265
398
1,300
1,698
515
1985
6/26/1995
5 to 40 years
GA
423
1,015
364
424
1,378
1,802
515
1989
6/26/1995
5 to 40 years
GA
483
1,166
926
483
2,092
2,575
556
1988
6/26/1995
5 to 40 years
GA
308
1,116
497
308
1,613
1,921
620
1986
6/26/1995
5 to 40 years
GA
170
786
529
174
1,311
1,485
463
1981
6/26/1995
5 to 40 years
GA
413
999
615
413
1,614
2,027
612
1975
6/26/1995
5 to 40 years
MD
154
555
1,362
306
1,765
2,071
413
1984
6/26/1995
5 to 40 years
MD
479
1,742
2,783
479
4,525
5,004
870
1988
6/26/1995
5 to 40 years
GA
357
1,296
824
357
2,120
2,477
667
1988
6/26/1995
5 to 40 years
GA
231
1,081
467
231
1,548
1,779
524
1989
6/26/1995
5 to 40 years
FL
883
2,104
1,570
883
3,674
4,557
1,151
1986
6/26/1995
5 to 40 years
VA
316
1,471
736
316
2,207
2,523
756
1988
6/26/1995
5 to 40 years
FL
632
2,962
1,091
651
4,034
4,685
1,422
1983
6/26/1995
5 to 40 years
GA
315
1,139
768
315
1,907
2,222
590
1987
6/26/1995
5 to 40 years
CT
715
1,695
1,038
715
2,733
3,448
798
1988
6/26/1995
5 to 40 years
GA
304
1,118
2,443
619
3,246
3,865
732
1988
6/26/1995
5 to 40 years
VA
1,375
3,220
1,975
1,376
5,194
6,570
1,445
1984
6/26/1995
5 to 40 years
FL
244
901
464
244
1,365
1,609
535
1986
6/26/1995
5 to 40 years
FL
834
2,066
1,124
1,591
2,433
4,024
924
1986
6/26/1995
5 to 40 years
CT
234
861
1,881
612
2,364
2,976
568
1992
6/26/1995
5 to 40 years
GA
256
1,244
1,753
256
2,997
3,253
755
1988
6/26/1995
5 to 40 years
VA
313
1,462
795
313
2,257
2,570
755
1984
6/26/1995
5 to 40 years
VA
278
1,004
347
278
1,351
1,629
497
1989
6/26/1995
5 to 40 years
AL
307
1,415
1,550
384
2,888
3,272
701
1990
6/26/1995
5 to 40 years
AL
730
1,725
560
730
2,285
3,015
820
1990
6/26/1995
5 to 40 years
AL
863
2,041
624
863
2,665
3,528
931
1982
6/26/1995
5 to 40 years
FL
326
1,515
415
326
1,930
2,256
679
1987
6/26/1995
5 to 40 years
FL
369
1,358
2,724
369
4,082
4,451
908
1986
6/26/1995
5 to 40 years
FL
244
1,128
714
719
1,367
2,086
504
1990
6/26/1995
5 to 40 years
FL
226
1,046
531
226
1,577
1,803
564
1990
6/26/1995
5 to 40 years
FL
1,088
2,597
951
1,088
3,548
4,636
1,249
1989
6/26/1995
5 to 40 years
FL
526
1,958
742
526
2,700
3,226
952
1985
6/26/1995
5 to 40 years
FL
672
2,439
577
672
3,016
3,688
1,034
1988
6/26/1995
5 to 40 years
MS
343
1,580
2,204
796
3,331
4,127
725
1990
6/26/1995
5 to 40 years
MS
209
964
590
209
1,554
1,763
581
1990
6/26/1995
5 to 40 years
VA
443
1,602
720
443
2,322
2,765
777
1987
8/25/1995
5 to 40 years
FL
1,161
2,755
964
1,162
3,718
4,880
1,272
1986
9/29/1995
5 to 40 years
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
AL
424
1,506
671
424
2,177
2,601
833
1970
1/16/1996
5 to 40 years
GA
431
1,567
723
431
2,290
2,721
720
1989/94
12/1/1995
5 to 40 years
PA
360
1,641
596
360
2,237
2,597
745
1983
12/29/1995
5 to 40 years
PA
(1
)
627
2,224
947
692
3,106
3,798
932
1985
12/29/1995
5 to 40 years
NY
470
1,712
1,291
472
3,001
3,473
829
1987
12/27/1995
5 to 40 years
FL
205
912
305
206
1,216
1,422
530
1988
12/28/1995
5 to 40 years
FL
412
1,703
440
413
2,142
2,555
889
1991/94
12/28/1995
5 to 40 years
VA
442
1,592
1,161
442
2,753
3,195
649
1988/93
1/5/1996
5 to 40 years
AL
353
1,299
269
353
1,568
1,921
588
1984
1/23/1996
5 to 40 years
SC
237
858
624
232
1,487
1,719
482
1985
3/1/1996
5 to 40 years
FL
766
1,800
645
766
2,445
3,211
772
1985
3/28/1996
5 to 40 years
TX
442
1,767
282
442
2,049
2,491
675
1987
3/29/1996
5 to 40 years
TX
408
1,662
1,031
408
2,693
3,101
800
1986
3/29/1996
5 to 40 years
TX
328
1,324
327
328
1,651
1,979
549
1986
3/29/1996
5 to 40 years
TX
436
1,759
1,115
436
2,874
3,310
852
1986
3/29/1996
5 to 40 years
TX
289
1,161
536
289
1,697
1,986
535
1986
3/29/1996
5 to 40 years
NY
481
1,559
2,364
671
3,733
4,404
904
1983
6/5/1996
5 to 40 years
AL
279
1,014
989
433
1,849
2,282
526
1988
5/21/1996
5 to 40 years
FL
345
1,262
325
345
1,587
1,932
535
1986
5/29/1996
5 to 40 years
FL
229
884
299
229
1,183
1,412
379
1986
5/29/1996
5 to 40 years
PA
545
1,940
1,326
545
3,266
3,811
795
1990
6/19/1996
5 to 40 years
FL
359
1,287
1,048
359
2,335
2,694
747
1988
6/26/1996
5 to 40 years
MA
251
917
2,263
297
3,134
3,431
787
1986
6/28/1996
5 to 40 years
FL
344
1,254
267
310
1,555
1,865
522
1987
6/28/1996
5 to 40 years
OH
(2
)
557
1,988
757
688
2,614
3,302
216
1988
7/23/1996
5 to 40 years
OH
(2
)
667
2,379
433
683
2,796
3,479
246
1988
7/23/1996
5 to 40 years
MD
777
2,770
432
777
3,202
3,979
985
1990
7/26/1996
5 to 40 years
FL
568
2,028
929
568
2,957
3,525
963
1987
8/23/1996
5 to 40 years
FL
436
1,635
509
436
2,144
2,580
725
1985
8/26/1996
5 to 40 years
PA
627
2,257
1,395
631
3,648
4,279
1,116
1983
8/28/1996
5 to 40 years
FL
535
2,033
300
538
2,330
2,868
842
1987/92
8/30/1996
5 to 40 years
NC
487
1,754
409
487
2,163
2,650
613
1995
9/16/1996
5 to 40 years
NC
315
1,131
337
315
1,468
1,783
441
1995
9/16/1996
5 to 40 years
FL
314
1,113
919
314
2,032
2,346
633
1975
10/30/1996
5 to 40 years
NY
704
2,496
1,208
707
3,701
4,408
927
1990
12/20/1996
5 to 40 years
OH
600
2,142
2,040
693
4,089
4,782
819
1988
1/10/1997
5 to 40 years
OH
751
2,676
1,772
751
4,448
5,199
1,166
1986
1/10/1997
5 to 40 years
OH
725
2,586
1,350
725
3,936
4,661
1,089
1978
1/10/1997
5 to 40 years
OH
(1
)
637
2,918
1,602
701
4,456
5,157
1,412
1979
1/10/1997
5 to 40 years
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
OH
495
1,781
875
495
2,656
3,151
773
1979
1/10/1997
5 to 40 years
OH
761
2,714
1,272
761
3,986
4,747
1,152
1977
1/10/1997
5 to 40 years
OH
418
1,921
1,573
418
3,494
3,912
1,002
1970
1/10/1997
5 to 40 years
OH
606
2,164
1,347
606
3,511
4,117
819
1982
1/10/1997
5 to 40 years
MI
(2
)
455
1,631
948
624
2,410
3,034
211
1976
1/17/1997
5 to 40 years
MI
219
790
833
219
1,623
1,842
480
1983
1/17/1997
5 to 40 years
MI
(2
)
516
1,845
1,726
694
3,393
4,087
259
1978
1/17/1997
5 to 40 years
MI
(2
)
327
1,332
1,527
542
2,644
3,186
210
1987
1/17/1997
5 to 40 years
MI
451
1,830
1,888
451
3,718
4,169
1,022
1978
1/17/1997
5 to 40 years
TX
(1
)
474
1,686
417
504
2,073
2,577
585
1981
1/30/1997
5 to 40 years
TX
346
1,236
297
346
1,533
1,879
472
1985
1/30/1997
5 to 40 years
TX
432
1,560
1,650
432
3,210
3,642
825
1995
1/30/1997
5 to 40 years
TX
634
2,565
1,255
634
3,820
4,454
1,027
1993/95
3/26/1997
5 to 40 years
TX
566
2,279
343
566
2,622
3,188
762
1995
3/26/1997
5 to 40 years
TX
293
1,357
563
293
1,920
2,213
518
1995
3/26/1997
5 to 40 years
VA
335
1,342
1,271
335
2,613
2,948
657
1982
3/31/1997
5 to 40 years
VA
328
1,315
962
328
2,277
2,605
648
1985
3/31/1997
5 to 40 years
VA
155
710
323
152
1,036
1,188
335
1987
3/31/1997
5 to 40 years
VA
245
1,120
581
245
1,701
1,946
427
1985/90
3/31/1997
5 to 40 years
VA
260
1,043
1,180
260
2,223
2,483
550
1988/95
3/31/1997
5 to 40 years
VA
326
1,488
223
326
1,711
2,037
502
1988
3/31/1997
5 to 40 years
FL
289
1,160
737
616
1,570
2,186
458
1984
3/31/1997
5 to 40 years
FL
491
1,756
630
491
2,386
2,877
762
1969
4/11/1997
5 to 40 years
GA
296
1,196
347
296
1,543
1,839
471
1988
5/8/1997
5 to 40 years
FL
921
3,282
466
921
3,748
4,669
1,155
1980
5/21/1997
5 to 40 years
OH
301
1,214
2,079
304
3,290
3,594
640
1989
6/4/1997
5 to 40 years
TX
960
3,847
1,127
960
4,974
5,934
1,512
1975
6/30/1997
5 to 40 years
TX
965
3,864
1,241
943
5,127
6,070
1,498
1977
6/30/1997
5 to 40 years
TX
(1
)
570
2,285
786
611
3,030
3,641
912
1975
6/30/1997
5 to 40 years
TX
370
1,486
515
370
2,001
2,371
649
1975
6/30/1997
5 to 40 years
TX
515
2,074
562
515
2,636
3,151
797
1984
6/30/1997
5 to 40 years
GA
1,033
3,753
429
1,033
4,182
5,215
1,307
1994
7/24/1997
5 to 40 years
GA
(1
)
769
2,788
458
825
3,190
4,015
938
1996
7/24/1997
5 to 40 years
GA
735
3,429
306
735
3,735
4,470
1,116
1995
8/21/1997
5 to 40 years
NC
268
1,097
377
268
1,474
1,742
405
1995
9/25/1997
5 to 40 years
NC
89
376
1,528
89
1,904
1,993
399
1997
9/25/1997
5 to 40 years
LA
(1
)
396
1,831
908
421
2,714
3,135
710
1982
10/9/1997
5 to 40 years
LA
282
1,303
311
282
1,614
1,896
496
1985
11/21/1997
5 to 40 years
PA
635
2,550
533
637
3,081
3,718
833
1984
12/3/1997
5 to 40 years
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
VA
542
2,210
322
542
2,532
3,074
717
1996
2/5/1998
5 to 40 years
VA
620
2,532
880
620
3,412
4,032
916
1995
2/5/1998
5 to 40 years
VA
540
2,211
229
540
2,440
2,980
723
1991
2/5/1998
5 to 40 years
VA
864
3,994
730
864
4,724
5,588
1,331
1993/95
2/5/1998
5 to 40 years
VA
1,243
5,019
729
1,243
5,748
6,991
1,604
1975
2/5/1998
5 to 40 years
FL
709
3,235
740
709
3,975
4,684
1,215
1985
2/4/1998
5 to 40 years
MA
(2
)
441
1,788
960
694
2,495
3,189
191
1988
2/9/1998
5 to 40 years
NY
843
3,394
469
843
3,863
4,706
1,111
1989/95
2/4/1998
5 to 40 years
NC
397
1,834
551
397
2,385
2,782
654
1993
2/10/1998
5 to 40 years
VA
488
1,746
487
488
2,233
2,721
606
1990/96
2/18/1998
5 to 40 years
FL
(2
)
492
1,990
934
688
2,728
3,416
203
1986/90
2/25/1998
5 to 40 years
MA
733
2,941
1,014
733
3,955
4,688
1,120
1979
3/3/1998
5 to 40 years
TN
384
1,371
534
384
1,905
2,289
549
1987
3/27/1998
5 to 40 years
TN
296
1,198
2,077
414
3,157
3,571
569
1985
3/27/1998
5 to 40 years
GA
349
1,250
583
349
1,833
2,182
517
1989
3/27/1998
5 to 40 years
AL
544
1,942
807
544
2,749
3,293
835
1984
3/27/1998
5 to 40 years
RI
702
2,821
1,069
702
3,890
4,592
1,023
1984/88
3/26/1998
5 to 40 years
NC
775
3,103
672
775
3,775
4,550
1,028
1988/91
4/9/1998
5 to 40 years
NC
940
3,763
712
940
4,475
5,415
1,203
1990/96
4/9/1998
5 to 40 years
NH
742
2,977
464
742
3,441
4,183
891
1980
4/7/1998
5 to 40 years
OH
(1
)
522
1,864
1,175
569
2,992
3,561
717
1986
4/22/1998
5 to 40 years
OH
512
1,829
1,817
675
3,483
4,158
667
1986
4/22/1998
5 to 40 years
FL
662
2,654
-619
662
2,035
2,697
612
1985
6/2/1998
5 to 40 years
MS
744
3,021
128
744
3,149
3,893
879
1995
5/13/1998
5 to 40 years
TX
419
1,524
3,268
419
4,792
5,211
572
1994
5/20/1998
5 to 40 years
FL
1,208
4,854
352
1,208
5,206
6,414
1,411
1988
7/1/1998
5 to 40 years
FL
944
3,803
315
944
4,118
5,062
1,139
1985
7/1/1998
5 to 40 years
FL
903
3,643
329
903
3,972
4,875
1,051
1988
7/1/1998
5 to 40 years
FL
1,503
6,059
705
1,503
6,764
8,267
1,850
1991
7/1/1998
5 to 40 years
FL
489
1,813
110
489
1,923
2,412
573
1997
6/12/1998
5 to 40 years
TX
447
1,790
2,199
740
3,696
4,436
721
1986
6/16/1998
5 to 40 years
TX
(1
)
659
2,680
372
698
3,013
3,711
734
1996
6/19/1998
5 to 40 years
TX
635
2,302
129
635
2,431
3,066
660
1997
6/19/1998
5 to 40 years
TX
548
1,988
283
548
2,271
2,819
606
1997
6/19/1998
5 to 40 years
FL
840
3,373
350
840
3,723
4,563
1,034
1987
8/3/1998
5 to 40 years
TX
324
1,493
629
324
2,122
2,446
585
1994
6/30/1998
5 to 40 years
TX
492
1,995
317
510
2,294
2,804
665
1994
6/30/1998
5 to 40 years
TX
484
1,951
442
481
2,396
2,877
646
1996
6/30/1998
5 to 40 years
NC
327
1,329
672
327
2,001
2,328
442
1995
8/6/1998
5 to 40 years
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
NC
508
1,815
1,272
508
3,087
3,595
663
1989
8/17/1998
5 to 40 years
NC
216
782
601
216
1,383
1,599
411
1985
9/24/1998
5 to 40 years
TX
550
1,998
654
550
2,652
3,202
635
1996
9/29/1998
5 to 40 years
TX
670
2,407
1,362
670
3,769
4,439
801
1996
10/9/1998
5 to 40 years
OH
390
1,570
867
390
2,437
2,827
553
1988
11/19/1998
5 to 40 years
MS
460
1,642
462
460
2,104
2,564
642
1984
12/1/1998
5 to 40 years
TX
507
2,058
1,595
507
3,653
4,160
634
1993
12/15/1998
5 to 40 years
RI
447
1,776
793
447
2,569
3,016
632
1986/94
2/2/1999
5 to 40 years
LA
556
1,951
926
556
2,877
3,433
877
1980
2/17/1999
5 to 40 years
LA
708
2,860
267
708
3,127
3,835
807
1992/94
2/17/1999
5 to 40 years
LA
314
1,095
627
314
1,722
2,036
572
1975
2/17/1999
5 to 40 years
LA
188
652
1,414
188
2,066
2,254
558
1977
2/17/1999
5 to 40 years
LA
963
3,896
767
963
4,663
5,626
1,099
1994
2/17/1999
5 to 40 years
AZ
651
2,600
1,097
772
3,576
4,348
767
1995
5/18/1999
5 to 40 years
AZ
565
2,596
539
565
3,135
3,700
755
1997
5/18/1999
5 to 40 years
AZ
330
1,309
719
733
1,625
2,358
397
1986
5/18/1999
5 to 40 years
AZ
339
1,346
583
339
1,929
2,268
433
1986
5/18/1999
5 to 40 years
AZ
291
1,026
583
291
1,609
1,900
359
1976
5/18/1999
5 to 40 years
AZ
354
1,405
334
354
1,739
2,093
445
1986
5/18/1999
5 to 40 years
AZ
453
1,610
783
453
2,393
2,846
570
1984
5/18/1999
5 to 40 years
AZ
872
3,476
828
872
4,304
5,176
1,069
1984
5/18/1999
5 to 40 years
AZ
849
3,401
657
849
4,058
4,907
972
1996
5/21/1999
5 to 40 years
ME
410
1,626
1,753
410
3,379
3,789
623
1988
8/2/1999
5 to 40 years
FL
667
2,373
746
667
3,119
3,786
750
1982
9/29/1999
5 to 40 years
TX
335
1,521
346
335
1,867
2,202
478
1985
11/9/1999
5 to 40 years
NY
276
1,312
1,153
276
2,465
2,741
439
1998
2/2/2000
5 to 40 years
MA
633
2,573
753
633
3,326
3,959
649
1989
2/15/2000
5 to 40 years
TX
633
2,617
315
633
2,932
3,565
683
1996
3/1/2000
5 to 40 years
FL
384
1,422
367
384
1,789
2,173
411
1994
5/2/2000
5 to 40 years
AL
254
1,059
1,151
254
2,210
2,464
350
1998
11/15/2000
5 to 40 years
NY
(2
)
1,716
6,920
903
1,981
7,558
9,539
577
1991/97
12/27/2000
5 to 40 years
TX
(2
)
837
2,977
486
966
3,334
4,300
285
1996/99
2/22/2001
5 to 40 years
TX
(2
)
733
3,392
568
841
3,852
4,693
308
1993/97
3/2/2001
5 to 40 years
FL
(2
)
787
3,249
365
902
3,499
4,401
306
1997
3/13/2001
5 to 40 years
MA
(1
)
1,035
3,737
590
1,104
4,258
5,362
762
1986
12/1/2001
5 to 40 years
MA
(1
)
1,024
3,649
560
1,091
4,142
5,233
736
1984
12/1/2001
5 to 40 years
SC
(1
)
883
3,139
1,204
942
4,284
5,226
703
1985
12/1/2001
5 to 40 years
SC
(1
)
552
1,970
841
589
2,774
3,363
503
1984
12/1/2001
5 to 40 years
GA
(1
)
470
1,902
2,875
666
4,581
5,247
521
1989
12/1/2001
5 to 40 years
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
ME
(1
)
534
1,914
278
570
2,156
2,726
388
1988
12/3/2001
5 to 40 years
MA
1,004
4,584
2,261
1,004
6,845
7,849
868
1996
12/19/2001
5 to 40 years
MA
(1
)
670
3,060
400
714
3,416
4,130
625
1984
12/19/2001
5 to 40 years
NY
(1
)
294
1,203
372
327
1,542
1,869
312
1987
2/5/2002
5 to 40 years
TX
(1
)
853
3,434
851
912
4,226
5,138
772
1976
2/13/2002
5 to 40 years
TX
(1
)
250
1,020
484
268
1,486
1,754
273
1983
2/13/2002
5 to 40 years
TX
(1
)
285
1,160
315
306
1,454
1,760
275
1986
2/13/2002
5 to 40 years
TX
(1
)
449
1,816
593
480
2,378
2,858
433
1981
2/13/2002
5 to 40 years
TX
(1
)
545
2,200
935
583
3,097
3,680
523
1974/78
2/13/2002
5 to 40 years
TX
(1
)
517
2,090
1,179
553
3,233
3,786
509
1979/83
2/13/2002
5 to 40 years
TX
(1
)
299
1,216
1,053
320
2,248
2,568
357
1983
2/13/2002
5 to 40 years
TX
(1
)
463
1,873
620
496
2,460
2,956
414
1985
2/13/2002
5 to 40 years
TX
(1
)
734
2,956
678
784
3,584
4,368
594
1984
2/13/2002
5 to 40 years
TX
(1
)
394
1,595
283
421
1,851
2,272
335
1985
2/13/2002
5 to 40 years
TX
(1
)
381
1,545
666
411
2,181
2,592
355
1980
2/13/2002
5 to 40 years
TX
919
3,696
341
919
4,037
4,956
658
1998/02
6/19/2002
5 to 40 years
TX
612
2,468
231
612
2,699
3,311
439
1999
6/19/2002
5 to 40 years
TX
689
3,159
267
689
3,426
4,115
563
1994/97
6/19/2002
5 to 40 years
TX
817
3,286
2,040
1,119
5,024
6,143
602
1998
6/19/2002
5 to 40 years
TX
817
3,286
123
817
3,409
4,226
576
1999
6/19/2002
5 to 40 years
TX
407
1,650
178
407
1,828
2,235
305
1997
6/19/2002
5 to 40 years
TX
817
3,287
178
817
3,465
4,282
578
1996
6/19/2002
5 to 40 years
NY
2,207
8,866
615
2,207
9,481
11,688
1,450
1989/95
12/16/2002
5 to 40 years
NY
1,131
4,564
479
1,131
5,043
6,174
758
1998
12/16/2002
5 to 40 years
NY
635
2,918
322
635
3,240
3,875
480
1997
12/16/2002
5 to 40 years
NY
1,251
5,744
340
1,252
6,083
7,335
919
1994/98
12/16/2002
5 to 40 years
TX
1,039
4,201
41
1,039
4,242
5,281
584
1995/99
8/26/2003
5 to 40 years
TX
827
3,776
297
827
4,073
4,900
531
1998/01
10/1/2003
5 to 40 years
CT
2,713
11,013
298
2,713
11,311
14,024
1,408
1998
3/17/2004
5 to 40 years
TX
773
3,170
1,771
773
4,941
5,714
512
2000
5/19/2004
5 to 40 years
TX
1,195
4,877
106
1,195
4,983
6,178
598
2001
5/19/2004
5 to 40 years
TX
1,103
4,550
249
1,103
4,799
5,902
585
2001
5/19/2004
5 to 40 years
TX
1,061
4,427
2,646
1,061
7,073
8,134
631
2003
5/19/2004
5 to 40 years
TX
388
1,640
849
388
2,489
2,877
227
2003
5/19/2004
5 to 40 years
FL
1,720
6,986
74
1,720
7,060
8,780
837
2001
6/3/2004
5 to 40 years
TX
1,167
4,744
456
1,566
4,801
6,367
563
1998
6/23/2004
5 to 40 years
TN
1,365
5,569
761
1,365
6,330
7,695
757
1998/02
8/4/2004
5 to 40 years
TX
2,047
5,857
665
2,051
6,518
8,569
727
2000
8/5/2004
5 to 40 years
MA
1,479
5,978
153
1,479
6,131
7,610
602
1998
2/23/2005
5 to 40 years
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
NY
527
2,121
499
527
2,620
3,147
270
1988/02
3/16/2005
5 to 40 years
NY
1,131
4,609
57
1,131
4,666
5,797
469
2003
3/15/2005
5 to 40 years
MA
612
2,501
93
612
2,594
3,206
260
1965/75
4/12/2005
5 to 40 years
CT
1,612
6,585
192
1,612
6,777
8,389
666
2002
4/14/2005
5 to 40 years
TX
3,510
1,214
4,949
77
1,215
5,025
6,240
470
1997/99
6/6/2005
5 to 40 years
AL
1,906
7,726
106
1,906
7,832
9,738
737
1997
6/1/2005
5 to 40 years
MA
470
1,902
1,577
470
3,479
3,949
191
2002
6/23/2005
5 to 40 years
TX
537
2,183
160
537
2,343
2,880
218
2003
7/12/2005
5 to 40 years
TX
556
2,265
202
556
2,467
3,023
220
2003
7/12/2005
5 to 40 years
TX
754
3,065
149
754
3,214
3,968
293
2003
7/12/2005
5 to 40 years
TX
484
1,977
1,357
484
3,334
3,818
211
2002/04
7/12/2005
5 to 40 years
GA
811
3,397
428
811
3,825
4,636
343
2003
9/15/2005
5 to 40 years
LA
719
2,927
1,935
719
4,862
5,581
280
1984/94
11/15/2005
5 to 40 years
TX
721
2,994
1,087
721
4,081
4,802
305
2003
1/13/2006
5 to 40 years
TX
867
3,499
94
867
3,593
4,460
280
2003
1/10/2006
5 to 40 years
TX
628
2,532
449
982
2,627
3,609
205
2001
1/10/2006
5 to 40 years
TX
596
2,411
78
596
2,489
3,085
199
2002
1/10/2006
5 to 40 years
NY
937
3,779
111
937
3,890
4,827
290
2002/06
2/1/2006
5 to 40 years
TX
707
2,933
2,018
707
4,951
5,658
315
2000
3/9/2006
5 to 40 years
LA
1,000
411
1,621
131
411
1,752
2,163
147
1997
4/13/2006
5 to 40 years
LA
463
1,831
73
463
1,904
2,367
140
2001/04
4/13/2006
5 to 40 years
LA
601
2,406
1,231
601
3,637
4,238
216
2002
4/13/2006
5 to 40 years
LA
1,098
542
1,319
2,084
542
3,403
3,945
134
1997/99
4/13/2006
5 to 40 years
NH
832
3,268
57
832
3,325
4,157
231
2000
4/26/2006
5 to 40 years
NH
617
2,422
373
617
2,795
3,412
175
1989
6/29/2006
5 to 40 years
FL
2,478
1,270
5,037
157
1,270
5,194
6,464
343
1998
6/22/2006
5 to 40 years
FL
929
3,676
104
929
3,780
4,709
245
2000
6/22/2006
5 to 40 years
FL
2,301
696
2,739
96
696
2,835
3,531
184
1999
6/22/2006
5 to 40 years
LA
4,196
1,220
4,805
75
1,220
4,880
6,100
320
2000
6/22/2006
5 to 40 years
MO
4,841
1,113
4,359
176
1,113
4,535
5,648
293
1999
6/22/2006
5 to 40 years
MO
766
3,040
79
766
3,119
3,885
200
1999
6/22/2006
5 to 40 years
MO
2,433
828
3,290
124
828
3,414
4,242
222
1999
6/22/2006
5 to 40 years
MO
3,873
734
2,867
533
734
3,400
4,134
223
1980/01
6/22/2006
5 to 40 years
MO
899
3,596
174
899
3,770
4,669
248
2000
6/22/2006
5 to 40 years
MO
890
3,552
167
890
3,719
4,609
239
1999
6/22/2006
5 to 40 years
MO
3,658
697
2,711
92
697
2,803
3,500
183
2000
6/22/2006
5 to 40 years
TX
2,020
1,256
4,946
145
1,256
5,091
6,347
329
1998/03
6/22/2006
5 to 40 years
TX
605
2,434
47
605
2,481
3,086
162
2004
6/22/2006
5 to 40 years
TX
607
2,428
107
607
2,535
3,142
165
2004
6/22/2006
5 to 40 years
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
TX
1,073
4,276
54
1,073
4,330
5,403
284
2003
6/22/2006
5 to 40 years
TX
1,813
549
2,180
84
549
2,264
2,813
149
1998
6/22/2006
5 to 40 years
TX
2,150
644
2,542
49
644
2,591
3,235
169
1999
6/22/2006
5 to 40 years
TX
963
3,836
50
963
3,886
4,849
255
2004
6/22/2006
5 to 40 years
TX
773
3,060
99
773
3,159
3,932
208
2000
6/22/2006
5 to 40 years
TX
2,254
1,175
4,624
98
1,175
4,722
5,897
300
1998
6/22/2006
5 to 40 years
TN
619
2,471
52
619
2,523
3,142
161
2002
8/7/2006
5 to 40 years
LA
699
2,784
1,862
699
4,646
5,345
186
1995/99
8/1/2006
5 to 40 years
AL
1,158
4,639
234
1,158
4,873
6,031
296
1996/97
9/28/2006
5 to 40 years
AL
590
2,361
122
590
2,483
3,073
146
1998
9/28/2006
5 to 40 years
AL
694
2,758
67
694
2,825
3,519
163
2002/03
9/28/2006
5 to 40 years
GA
736
2,905
118
736
3,023
3,759
180
2002/04/06
9/28/2006
5 to 40 years
GA
975
3,854
85
975
3,939
4,914
229
1995
9/28/2006
5 to 40 years
GA
0
3,680
64
0
3,744
3,744
224
2004/05
9/28/2006
5 to 40 years
GA
439
1,745
58
439
1,803
2,242
106
1998
9/28/2006
5 to 40 years
NH
813
3,213
1,912
813
5,125
5,938
203
2000
10/31/2006
5 to 40 years
NY
532
2,119
210
532
2,329
2,861
102
1993/07
3/30/2007
5 to 40 years
NY
437
1,794
67
437
1,861
2,298
89
1998
3/30/2007
5 to 40 years
NY
638
2,531
241
638
2,772
3,410
136
1997
3/30/2007
5 to 40 years
NY
348
1,344
89
348
1,433
1,781
67
1998
3/30/2007
5 to 40 years
NY
323
1,331
48
323
1,379
1,702
66
1998
3/30/2007
5 to 40 years
NY
315
2,185
84
316
2,268
2,584
84
1999/00
3/30/2007
5 to 40 years
NY
961
3,827
85
961
3,912
4,873
177
1999
3/30/2007
5 to 40 years
NY
375
1,498
217
375
1,715
2,090
86
1990/95
3/30/2007
5 to 40 years
NY
1,003
4,002
58
1,003
4,060
5,063
183
1999
3/30/2007
5 to 40 years
MS
1,100
4,386
96
1,100
4,482
5,582
239
1994
1/11/2007
5 to 40 years
TX
929
3,647
119
930
3,765
4,695
178
2002/04
3/8/2007
5 to 40 years
TX
1,537
6,018
195
1,537
6,213
7,750
294
2003/06
3/8/2007
5 to 40 years
AL
1,607
6,338
110
1,607
6,448
8,055
262
1989/06
6/1/2007
5 to 40 years
AL
1,016
4,013
101
1,017
4,113
5,130
168
1993/07
6/1/2007
5 to 40 years
MS
1,423
5,624
18
1,423
5,642
7,065
228
1998/05
6/1/2007
5 to 40 years
AL
1,206
4,775
49
1,206
4,824
6,030
196
1998/06
6/1/2007
5 to 40 years
AL
1,216
4,819
106
1,216
4,925
6,141
200
2000/07
6/1/2007
5 to 40 years
MS
1,345
5,325
22
1,345
5,347
6,692
217
2002/04
6/1/2007
5 to 40 years
AL
1,164
4,624
47
1,164
4,671
5,835
190
2002/06
6/1/2007
5 to 40 years
AL
1,346
5,474
71
1,347
5,544
6,891
230
2003/06
6/1/2007
5 to 40 years
FL
1,029
4,180
86
1,029
4,266
5,295
182
2003/06
6/1/2007
5 to 40 years
AL
686
2,732
74
686
2,806
3,492
117
2003
6/1/2007
5 to 40 years
MS
1,811
7,152
23
1,811
7,175
8,986
289
2004/06
6/1/2007
5 to 40 years
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
FL
732
3,015
28
732
3,043
3,775
132
2006
6/1/2007
5 to 40 years
AL
1,075
4,333
23
1,076
4,355
5,431
180
2006
6/1/2007
5 to 40 years
AL
885
3,586
13
885
3,599
4,484
150
2006
6/1/2007
5 to 40 years
TX
676
2,685
124
676
2,809
3,485
116
2003/06
5/21/2007
5 to 40 years
TX
742
3,024
51
742
3,075
3,817
96
2002/05
11/14/2007
5 to 40 years
MS
444
1,799
55
444
1,854
2,298
49
1998
12/19/2007
5 to 40 years
MS
384
1,548
39
384
1,587
1,971
42
2000
12/19/2007
5 to 40 years
AL
437
1,757
33
437
1,790
2,227
46
2000
12/19/2007
5 to 40 years
MS
1,479
5,965
51
1,479
6,016
7,495
141
1997/00
1/17/2008
5 to 40 years
MS
1,337
5,377
48
1,337
5,425
6,762
127
2003
1/17/2008
5 to 40 years
OH
852
3,409
35
852
3,444
4,296
0
2003/04
12/31/2008
5 to 40 years
0
0
13,967
0
13,967
13,967
0
2006
NY
0
68
11,075
1,616
9,527
11,143
7,105
2000
5/1/2000
5 to 40 years
$
228,114
$
884,104
$
276,983
$
240,525
$
1,148,676
$
1,389,201
$
216,644
(2) These properties are encumbered through one mortgage loan with an outstanding balance of $29.0
million at December 31, 2008.
Table of Contents
December 31, 2008
December 31, 2007
December 31, 2006
$
1,322,708
$
1,136,052
$
886,191
$
$
$
18,454
136,653
212,957
48,232
52,427
37,003
66,686
189,080
249,960
(193
)
(193
)
(2,424
)
(2,424
)
(99
)
(99
)
$
1,389,201
$
1,322,708
$
1,136,052
$
183,679
$
154,449
$
129,340
$
33,100
$
30,011
$
25,163
33,100
30,011
25,163
(135
)
(135
)
(781
)
(781
)
(54
)
(54
)
$
216,644
$
183,679
$
154,449
(i) | The Executives fraud, commission of a felony, commission of an act or series of acts of dishonesty which are materially inimical to the best interests of the Company, or the Executives willful and substantial failure to perform his duties under this Employment Agreement, which failure has not been cured within a reasonable time (which shall not be less than thirty (30) days) after the Company gives notice thereof to the Executive; or | ||
(ii) | The Executives material breach of any material provision of this Employment Agreement, which breach, if capable of being cured, has not been cured in all substantial respects within thirty (30) days) after the Company gives notice thereof to the Executive. | ||
(iii) | The Executives commission of an act of moral turpitude, dishonesty or fraud which, in the good faith determination of the Board, would render his continued employment materially damaging or detrimental to the Company. |
(i) | the Company materially changes the Executives duties and responsibilities as set forth in this Employment Agreement or changes his title or position without his consent; | ||
(ii) | there arises a requirement that, in the Executives reasonable judgment, the services required to be performed by the Executive would necessitate the Executive moving his residence at least 50 miles from the Buffalo, New York area; | ||
(iii) | the Company materially diminishes the salary, fringe benefits or other compensation being paid to the Executive; | ||
(iv) | there occurs a material breach by the Company of any of its obligations under this Employment Agreement; | ||
(v) | the Executive is not elected to the Board at any annual meeting of the Corporations shareholders; | ||
(vi) | the failure of any successor of the Company to furnish the assurances provided for in Section 7(c). |
(i) | During the term of this Employment Agreement and, during the one-year period following the termination of this Employment Agreement, the Executive shall not: (A) own, manage, control or participate in the ownership, management, or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association or other business entity engaged in the business of, or otherwise engage in the business of, acquiring, owning, developing or managing self-storage facilities; provided, however, that the ownership of not more than one percent (1%) of any class of publicly traded securities of any entity is permitted ; or (B) directly or indirectly or by acting in concert with others, employ or attempt to employ or solicit for any employment competitive with the Company, any Company employees. |
(ii) | During and after the term of this Employment Agreement, the Executive shall not, directly or indirectly, disclose, divulge, discuss, copy or otherwise use or suffer to be used in any manner, in competition with, or contrary to the interests of, the Company, any confidential information relating to the Companys operations, properties or otherwise to its particular business or other trade secrets of the Company, it being acknowledged by the Executive that all such information regarding the business of the Company compiled or obtained by, or furnished to, the Executive while the Executive shall have been employed by or associated with the Company is confidential information and the Companys exclusive property; provided, however, that the foregoing restrictions shall not apply to the extent that such information (A) is clearly obtainable in the public domain, (B) becomes obtainable in the public domain, except by reason of the breach by the Executive of the terms hereof, (C) was not acquired by the Executive in connection with his employment or affiliation with the Company, (D) was not acquired by the Executive from the Company or its representatives, or (E) is required to be disclosed by rule or law or by order of a court or governmental body or agency. |
(i) | Separation from Service shall have the meaning provided at Treas. Reg. §1.409A-1(h). | ||
(ii) | Section 409A Change in Control shall mean a change in ownership or effective control of the Company or a change in ownership of a substantial portion of the assets of the Company within the meaning of Treas. Reg. §1.409A-3(i)(5). | ||
(iii) | Non-Section 409A Change in Control . For the purposes of this Employment Agreement, a Non-Section 409A Change in Control shall be deemed to have occurred if any of the following have occurred: |
(1) | either (A) the Corporation shall receive a report on Schedule 13D, or an amendment to such a report, filed with the Securities and Exchange Commission pursuant to Section 13(d) of the Securities Exchange Act of 1934 (the 1934 Act) disclosing that any person (as such term is used in Section 13(d) of the 1934 Act) (Person), is the beneficial owner, directly or indirectly, of twenty (20) percent or more of the outstanding stock of the Corporation or (B) the Company has actual knowledge of facts which would require any Person to file such a report on Schedule 13D, or to make an amendment to such a report, with the SEC (or would be required to file such a report or amendment upon the lapse of the applicable period of time specified in Section 13(d) of the 1934 Act) disclosing that such Person is the beneficial owner, directly or indirectly, of twenty (20) percent or more of the outstanding stock of the Corporation; | ||
(2) | purchase by any Person, other than the Company or a wholly-owned subsidiary of the Company or an employee benefit plan sponsored or maintained by the Company or a wholly-owned subsidiary of the Company, of shares pursuant to a tender or |
exchange offer to acquire any stock of the Corporation (or securities, including units of limited partnership interests, convertible into stock) for cash, securities or any other consideration provided that, after consummation of the offer, such Person is the beneficial owner (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of twenty (20) percent or more of the outstanding stock of the Corporation (calculated as provided in paragraph (d) of Rule 13d-3 under the 1934 Act in the case of rights to acquire stock); | |||
(3) | approval by the shareholders of the Corporation of (A) any consolidation or merger of, or other business combination involving, the Corporation in which the Corporation is not to be the continuing or surviving entity or pursuant to which shares of stock of the Corporation would be converted into cash, securities or other property, other than a consolidation or merger or business combination of the Corporation in which holders of its stock immediately prior to the consolidation or merger or business combination have substantially the same proportionate ownership of common stock of the surviving corporation immediately after the consolidation or merger or business combination as immediately before, or (B) any consolidation or merger or business combination in which the Corporation is the continuing or surviving corporation but in which the common shareholders of the Corporation immediately prior to the consolidation or merger or business combination do not hold at least a majority of the outstanding common stock of the continuing or surviving corporation (except where such holders of common stock hold at least a majority of the common stock of the corporation which owns all of the common stock of the Corporation), or (C) any sale, lease, exchange or other transfer by operation of law or otherwise (in one transaction or a series of related transactions) of all or substantially all the assets of the Corporation or the Partnership; or | ||
(4) | a change in the majority of the members of the Board within a 24-month period unless the election or nomination for election by the Corporation shareholders of each new director was approved by the vote of at least two-thirds of the directors then still in office who were in office at the beginning of the 24-month period. | ||
(5) | more than fifty percent (50%) of the assets of the Corporation or the Partnership are sold, transferred or otherwise disposed of, whether by operation of law or otherwise, other than in the usual and ordinary course of its business. |
SOVRAN SELF STORAGE, INC. | ||||||||
|
||||||||
|
By: |
/s/ David L. Rogers
|
||||||
|
||||||||
/s/ Robert J. Attea
|
Title: |
CFO
|
||||||
|
||||||||
SOVRAN ACQUISITION LIMITED
PARTNERSHIP |
||||||||
|
||||||||
|
By | SOVRAN HOLDINGS INC. | ||||||
|
General Partner | |||||||
|
||||||||
|
By: | /s/ David L. Rogers | ||||||
|
||||||||
|
||||||||
|
Title: | CFO | ||||||
|
(i) | The Executives fraud, commission of a felony, commission of an act or series of acts of dishonesty which are materially inimical to the best interests of the Company, or the Executives willful and substantial failure to perform his duties under this Employment Agreement, which failure has not been cured within a reasonable time (which shall not be less than thirty (30) days) after the Company gives notice thereof to the Executive; or | ||
(ii) | The Executives material breach of any material provision of this Employment Agreement, which breach, if capable of being cured, has not been cured in all substantial respects within thirty (30) days) after the Company gives notice thereof to the Executive. | ||
(iii) | The Executives commission of an act of moral turpitude, dishonesty or fraud which, in the good faith determination of the Board, would render his |
(i) | the Company materially changes the Executives duties and responsibilities as set forth in this Employment Agreement or changes his title or position without his consent; | ||
(ii) | there arises a requirement that, in the Executives reasonable judgment, the services required to be performed by the Executive would necessitate the Executive moving his residence at least 50 miles from the Buffalo, New York area; | ||
(iii) | the Company materially diminishes the salary, fringe benefits or other compensation being paid to the Executive; | ||
(iv) | there occurs a material breach by the Company of any of its obligations under this Employment Agreement; | ||
(v) | the Executive is not elected to the Board at any annual meeting of the Corporations shareholders; |
(vi) | the failure of any successor of the Company to furnish the assurances provided for in Section 7(c). |
(i) | During the term of this Employment Agreement and, during the one-year period following the termination of this Employment Agreement, the Executive shall not: (A) own, manage, control or participate in the ownership, management, or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association or other business entity engaged in the business of, or otherwise engage in the business of, acquiring, owning, developing or managing self-storage facilities; provided, however, that the ownership of not more than one percent (1%) of any class of publicly traded securities of any entity is permitted ; or (B) directly or indirectly or by acting in concert with others, employ or attempt to employ or solicit for any employment competitive with the Company, any Company employees. | ||
(ii) | During and after the term of this Employment Agreement, the Executive shall not, directly or indirectly, disclose, divulge, discuss, copy or otherwise use or suffer to be used in any manner, in competition with, or contrary to the interests of, the Company, any confidential information relating to the Companys operations, properties or otherwise to its particular business or other trade secrets of the Company, it being acknowledged by the Executive that all such information regarding the business of the Company compiled or obtained by, or furnished to, the Executive while the Executive shall have been employed by or associated with the Company is confidential information and the Companys exclusive property; provided, however, that the foregoing |
(i) | Separation from Service shall have the meaning provided at Treas. Reg. §1.409A-1(h). | ||
(ii) | Section 409A Change in Control shall mean a change in ownership or effective control of the Company or a change in ownership of a substantial portion of the assets of the Company within the meaning of Treas. Reg. §1.409A-3(i)(5). | ||
(iii) | Non-Section 409A Change in Control . For the purposes of this Employment Agreement, a Non-Section 409A Change in Control shall be deemed to have occurred if any of the following have occurred: |
SOVRAN SELF STORAGE, INC. | ||||||||
|
||||||||
|
By: |
/s/ David L. Rogers
|
||||||
|
||||||||
/s/ Kenneth F. Myszka
|
Title: |
CFO
|
||||||
|
||||||||
SOVRAN ACQUISITION LIMITED PARTNERSHIP | ||||||||
|
||||||||
|
By | SOVRAN HOLDINGS INC. | ||||||
|
General Partner | |||||||
|
||||||||
|
By: | /s/ David L. Rogers | ||||||
|
||||||||
|
||||||||
|
Title: | CFO | ||||||
|
(i) | The Executives fraud, commission of a felony, commission of an act or series of acts of dishonesty which are materially inimical to the best interests of the Company, or the Executives willful and substantial failure to perform his duties under this Employment Agreement, which failure has not been cured within a reasonable time (which shall not be less than thirty (30) days) after the Company gives notice thereof to the Executive; or | ||
(ii) | The Executives material breach of any material provision of this Employment Agreement, which breach, if capable of being cured, has not been cured in all substantial respects within thirty (30) days) after the Company gives notice thereof to the Executive. | ||
(iii) | The Executives commission of an act of moral turpitude, dishonesty or fraud which, in the good faith determination of the Board, would render his |
continued employment materially damaging or detrimental to the Company. |
(i) | the Company materially changes the Executives duties and responsibilities as set forth in this Employment Agreement or changes his title or position without his consent; | ||
(ii) | there arises a requirement that, in the Executives reasonable judgment, the services required to be performed by the Executive would necessitate the Executive moving his residence at least 50 miles from the Buffalo, New York area; | ||
(iii) | the Company materially diminishes the salary, fringe benefits or other compensation being paid to the Executive; | ||
(iv) | there occurs a material breach by the Company of any of its obligations under this Employment Agreement; | ||
(v) | the failure of any successor of the Company to furnish the assurances provided for in Section 7(c). |
(i) | Section 409A Change in Control . If this Employment Agreement is terminated pursuant to Section 4(d) (Without Cause) or Section 4(e) (for Good Reason) within two years after a Section 409A Change in Control of the Company has occurred, or if a Section 409A Change in Control of the Company occurs while the Company is making severance payments to the Executive pursuant to Section 5(b), Executive shall receive the severance payments specified in Section 5(b) (or the remaining balance thereof) in a lump sum. The lump sum shall be paid within 30 days after the effective date of the Executives Separation from Service or, if the Section 409A Change in Control occurs after the Executives Separation from Service, within 30 days after such Section 409A Change in Control. |
(ii) | Non-Section 409A Change in Control . If this Employment Agreement is terminated pursuant to Section 4(d) (Without Cause) or Section 4(e) (for Good Reason) within two years after a Non-Section 409A Change in Control of the Company has occurred, or if a Non-Section 409A Change in Control of the Company occurs while the Company is making severance payments to the Executive pursuant to Section 5(b), the Company or its successor shall, within 30 days after the Non-Section 409A Change in Control, transfer the remaining balance of the monthly payments due the Executive to a rabbi trust (similar to the trust described in Revenue Procedure 92-64) under a trust agreement that requires payment of such remaining balance to the Executive from the trust in accordance with the original payment schedule under Section 5(b). |
(i) | During the term of this Employment Agreement and, during the one-year period following the termination of this Employment Agreement, the Executive shall not: (A) own, manage, control or participate in the ownership, management, or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association or other business entity engaged in the business of, or otherwise engage in the business of, acquiring, owning, developing or managing self-storage facilities; provided, however, that the ownership of not more than one percent (1%) of any class of publicly traded securities of any entity is permitted ; or (B) directly or indirectly or by acting in concert with others, employ or attempt to employ or solicit for any employment competitive with the Company, any Company employees. | ||
(ii) | During and after the term of this Employment Agreement, the Executive shall not, directly or indirectly, disclose, divulge, discuss, copy or otherwise use or suffer to be used in any manner, in competition with, or contrary to the interests of, the Company, any confidential information relating to the Companys operations, properties or otherwise to its |
particular business or other trade secrets of the Company, it being acknowledged by the Executive that all such information regarding the business of the Company compiled or obtained by, or furnished to, the Executive while the Executive shall have been employed by or associated with the Company is confidential information and the Companys exclusive property; provided, however, that the foregoing restrictions shall not apply to the extent that such information (A) is clearly obtainable in the public domain, (B) becomes obtainable in the public domain, except by reason of the breach by the Executive of the terms hereof, (C) was not acquired by the Executive in connection with his employment or affiliation with the Company, (D) was not acquired by the Executive from the Company or its representatives, or (E) is required to be disclosed by rule or law or by order of a court or governmental body or agency. |
SOVRAN SELF STORAGE, INC. | ||||||||
|
||||||||
|
By: |
/s/ Robert J. Attea
|
||||||
/s/ David L. Rogers
|
Title: |
CEO |
||||||
|
||||||||
SOVRAN ACQUISITION LIMITED
PARTNERSHIP |
||||||||
|
||||||||
|
By | SOVRAN HOLDINGS INC. |
General Partner | ||||||
|
||||||
|
By: |
/s/ Robert J. Attea
|
||||
|
Title | CEO |
By
|
/s/ David L. Rogers
|
Number of | Percentage Interest | |||||||||
Partners Names and Addresses | Units | in the Partnership | ||||||||
Series B Units | ||||||||||
|
||||||||||
Sovran Self Storage, Inc.
|
1,200,000 | |||||||||
5166 Main Street
Williamsville, NY 14221 |
||||||||||
|
||||||||||
Partnership Units | ||||||||||
|
||||||||||
1. |
General Partner:
|
219,566.71 | 1.6437 | % | ||||||
|
||||||||||
Sovran Holdings, Inc.
5166 Main Street Williamsville, NY 14221 |
||||||||||
|
||||||||||
2. |
Limited Partner(s):
|
12,285,761.29 | 91.9706 | |||||||
|
||||||||||
Sovran Self Storage, Inc.
5166 Main Street Williamsville, NY 14221 |
||||||||||
|
||||||||||
3. |
Thomas S. Hinkel
|
6327.8 | 0.0474 | |||||||
942 Creek Drive
Annapolis, MD 21403 |
||||||||||
|
||||||||||
4. |
Hinkel Investment Limited
|
12,459.37 | 0.0933 | |||||||
942 Creek Drive
Annapolis, MD 21403 |
||||||||||
|
||||||||||
5. |
Harold Samloff
|
60,571.425 | 0.4534 | |||||||
400 University Avenue
Rochester, NY 14607 |
||||||||||
|
||||||||||
6. |
Laurence C. Glazer
|
60,571.425 | 0.4534 | |||||||
400 University Avenue
Rochester, NY 14607 |
||||||||||
|
||||||||||
7. |
Montague-Betts Company
|
214,974.5 | 1.6093 | |||||||
P.O. Box 11929
Lynchburg, VA 24506 |
||||||||||
|
||||||||||
8. |
D.W.B. Associates
|
28,953.02 | 0.2167 | |||||||
P.O. Box 11929
Lynchburg, VA 24506 |
Number of | Percentage Interest | |||||||||
Partners Names and Addresses | Units | in the Partnership | ||||||||
9. |
D. Joseph Snyder & Beverly
B. Snyder
|
19,917.01 | 0.1491 | |||||||
as tenants in common
5700 Sloop Court New Bern, NC 28560 |
||||||||||
|
||||||||||
10. |
Frank M. Bingman
|
19,917.01 | 0.1491 | |||||||
565 Brentwater Road
Camp Hill, PA 17011 |
||||||||||
|
||||||||||
11. |
Morgan S. Whiteley
|
9,958.50 | 0.0745 | |||||||
11714 Amkin Drive
Clifton, VA 22024 |
||||||||||
|
||||||||||
12. |
Marlene Whiteley
|
9,958.50 | 0.0745 | |||||||
11714 Amkin Drive
Clifton, VA 22024 |
||||||||||
|
||||||||||
13. |
Charles F. Waldner, Jr. and
|
323,454.67 | 2.4214 | |||||||
Marjorie W. Waldner
1600 South Dixie Highway #1C Boca Raton, FL 33482 |
||||||||||
|
||||||||||
14. |
R. Scott Morrison, Jr. Trust
|
40,859.03 | 0.3059 | |||||||
243 N.E. Fifth Avenue
Delray Beach, FL 33483 |
||||||||||
|
||||||||||
15. |
Charles E. Waldner, Jr.
|
36,948.33 | 0.2765 | |||||||
P.O. Box 1240
Boca Raton, FL 33429-1240 |
||||||||||
|
||||||||||
16. |
Marjorie Waldner
|
4,255.70 | 0.319 | |||||||
1869 Sabel Palm Drive
Boca Raton, FL 33423 |
||||||||||
|
||||||||||
17. |
Bradley & Janice Middlebrook
|
3,910.70 | 0.0293 | |||||||
1801 Royal Palm Way
Boca Raton, FL 33432-7443 |
SOVRAN HOLDINGS, INC.
GENERAL PARTNER |
||||||
|
||||||
|
By:
Name: |
/s/ Kenneth F. Myszka
|
||||
|
Title: | President and Chief Operating Officer |
(i) | the acquisition, directly or indirectly, by any individual or entity or group (as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (Exchange Act) of beneficial ownership (as defined in Rule 13d-3 under the Exchange Act, except that such individual or entity shall be deemed to have beneficial ownership of all shares that any such individual or entity has the right to acquire, whether such right is exercisable immediately or only after passage of time) of more than 25% of the voting power, under ordinary circumstances, to elect directors of Sovran or more than 25% of the equity interests in the Partnership; | ||
(ii) | (A) Sovran consolidates with or merges into another entity or Sovran or the Partnership conveys, transfers, or leases outside the ordinary course of business all or substantially all of its assets in one or a series of transactions during an 18-month period (including, but not limited to, real property investments) to any individual or entity, or (B) any entity consolidates with or merges into Sovran which, in the case of a merger or consolidation under (A) or (B) is pursuant to a transaction in which (x) the outstanding Common Stock is reclassified or changed into or exchanged for cash, securities or other property or (y) the merger or consolidation of Sovran with or into another entity in a transaction in which Sovran is not the surviving entity or in which more than 50% of the voting securities of Sovran is transferred; provided, however, that the events described in this clause (ii) shall not be deemed to be a Change of Control if the sole purpose and effect of such event is that Sovran is seeking to |
change its domicile or to change its form of organization from a corporation to a statutory business trust; or | |||
(iii) | other than with respect to the election, resignation or replacement of any director of Sovran designated, appointed or elected by the holders of any outstanding series of preferred stock of Sovran (each a Preferred Director), during any period of two (2) consecutive years, individuals who at the beginning of such period constituted the Board of Directors (together with any new director whose election by such Board of Directors or whose nomination for election by the stockholders of Sovran was approved by a vote of a majority of the directors of Sovran (excluding Preferred Directors) then still in office who were either directors of Sovran at the beginning of such period, or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors then in office. |
\
Year ended December 31, | ||||||||||||||||||||
2008 | 2007 | 2006 | 2005 | 2004 | ||||||||||||||||
Earnings:
|
||||||||||||||||||||
Income from continuing operations before minority interest in
consolidated subsidiaries and income or loss from equity investees
|
$ | 38,785 | $ | 41,292 | $ | 38,425 | $ | 35,645 | $ | 31,567 | ||||||||||
Fixed charges
|
38,097 | 35,117 | 32,006 | 24,352 | 25,296 | |||||||||||||||
Preferred dividend requirements of consolidated subsidiaries
|
| (1,256 | ) | (2,512 | ) | (4,123 | ) | (7,168 | ) | |||||||||||
|
||||||||||||||||||||
Earnings (1)
|
76,882 | 75,153 | 67,919 | 55,874 | 49,695 | |||||||||||||||
|
||||||||||||||||||||
Fixed charges:
|
||||||||||||||||||||
Interest expense
|
36,905 | 32,898 | 28,501 | 19,439 | 17,408 | |||||||||||||||
Amortization of financing fees
|
1,192 | 963 | 993 | 790 | 720 | |||||||||||||||
Preferred stock dividends
|
| 1,256 | 2,512 | 4,123 | 7,168 | |||||||||||||||
|
||||||||||||||||||||
Fixed charges (2)
|
$ | 38,097 | $ | 35,117 | $ | 32,006 | $ | 24,352 | $ | 25,296 | ||||||||||
|
||||||||||||||||||||
Ratio of earnings to combined fixed charges and preferred stock dividends
(1)/(2)
|
2.02 | 2.14 | 2.12 | 2.29 | 1.96 |
(1) | Registration Statement (Form S-8 No. 333-21679) of Sovran Self Storage, Inc. | ||
(2) | Registration Statement (Form S-8 No. 333-42272) pertaining to the 1995 Award and Option Plan and to the 1995 Outside Directors Stock Option Plan, | ||
(3) | Registration Statement (Form S-8 No. 333-42270) pertaining to the Deferred Compensation Plan for Directors of Sovran Self Storage, Inc., | ||
(4) | Registration Statement (Form S-8 No. 333-73806) pertaining to the 1995 Award and Option Plan, | ||
(5) | Registration Statement (Form S-8 No. 333-107464) pertaining to the 1995 Outside Directors Stock Option Plan, | ||
(6) | Registration Statement (Form S-8 No. 333-138937) pertaining to the 2005 Award and Option Plan and, | ||
(7) | Registration Statement (Form S-3 No. 333-138970) of Sovran Self Storage, Inc.; |
1. | I have reviewed this report on Form 10-K of Sovran Self Storage, Inc.; | |
2. | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; | |
4. | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have: |
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; | ||
b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles; | ||
c) | evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as the end of the period covered by this report based on such evaluation; and | ||
d) | disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected or is reasonably likely to materially affect the registrants internal control over financial reporting; and |
5. | The registrants other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls over financial reporting. |
/S/ Robert J. Attea | ||||
Robert J. Attea | ||||
Chairman of the Board and Chief Executive Officer |
1. | I have reviewed this report on Form 10-K of Sovran Self Storage, Inc.; | |
2. | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; | |
4. | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have: |
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; | ||
b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles; | ||
c) | evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as the end of the period covered by this report based on such evaluation; and | ||
d) | disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected or is reasonably likely to materially affect the registrants internal control over financial reporting; and |
5. | The registrants other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls over financial reporting. |
/S/ David L. Rogers | ||||
David L. Rogers | ||||
Secretary, Chief Financial Officer |
1) | The report on Form 10-K of the Company for the annual period ended December 31, 2008 (the Report) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and | |
2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/S/ Robert J. Attea | ||||
Robert J. Attea | ||||
Chairman of the Board Chief Executive Officer | ||||
/S/ David L. Rogers | ||||
David L. Rogers | ||||
Chief Financial Officer | ||||