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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, 2005
Commission File Number: 1-13820

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

                        Maryland                      
(State of incorporation or organization)

                     16-1194043                 
(I.R.S. Employer Identification No.)

6467 Main Street
 Buffalo, NY 14221
(Address of principal executive offices) (Zip code)
(716) 633-1850

(Registrant's telephone number including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Securities
Common Stock, $.01 Par Value

Exchanges on which Registered
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   [ X ]     No   [   ]

     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   [   ]   No   [ X ]

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes   [ X ]     No  [   ]

     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 registrant's 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.   [ X ]

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the exchange Act).   Large Accelerated Filer   [ X ]   Accelerated Filer   [   ]   Non-accelerated Filer   [   ]

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  [   ]     No  [ X ]

     As of June 30, 2005, 16,419,848 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 $716,215,799 (based on the closing price of the Common Stock on the New York Stock Exchange on June 30, 2005).

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     As of March 1, 2006, 17,624,870 shares of Common Stock, $.01 par value per share, were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the Proxy Statement for the Annual Meeting of Shareholders of the Company to be held on May 18, 2006 (Part III).

Exhibit Index is on Pages 47-49

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 Exchange Act of 1933 and in Section 21F of the Securities 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 Company's ability to evaluate, finance and integrate acquired businesses into the Company's existing business and operations; the Company's ability to effectively compete in the industry in which it does business; the Company's 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 Company's outstanding floating rate debt; the Company's ability to successfully extend its truck move-in program for new customers and Dri-guard product roll-out; the Company's reliance on its call center; the Company's 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 venture, 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 owned and/or managed by us as "Properties." We began operations on June 26, 1995. At March 1, 2006, we owned and/or managed 290 Properties consisting of approximately 17.6 million net rentable square feet, situated in 21 states. Eleven of the Properties are managed under an agreement with an unconsolidated joint venture that is 45% owned by us. We are the sixth largest operator of self-storage properties in the United States based on facilities owned and/or managed. Our Properties conduct business under the user-friendly trade name "Uncle Bob's Self-Storage."

          We were formed to continue the business of our predecessor company, which had engaged in the self-storage business since 1985. We own an indirect interest in each of the Properties through a limited partnership (the "Partnership"). In total, we own a 97.3% economic interest in the Partnership and unaffiliated third parties own collectively a 2.7% limited partnership interest at December 31, 2005. 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.

          We were incorporated on April 19, 1995 under Maryland law. Our principal executive offices are located at 6467 Main Street, Buffalo, 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 are usually fenced and well lighted with gates that are either manually operated or automated and have a full-time manager/leasing agent. Customers 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 customer's lock, and the customer has sole control of access to the unit.

          According to published data, of the approximately 41,000 facilities in the United States, less than 12% 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 equity 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 believe that we have developed substantial expertise in managing self-storage facilities. Key elements of our management system include the following:

Personnel:

          Property managers attend a thorough orientation program and undergo continuous training that emphasizes closing techniques, identification of selected marketing opportunities, networking with possible referral sources, and familiarization with our customized management information system. In addition to frequent contact with Regional Team Leaders and other Company personnel, property managers receive periodic newsletters via our intranet regarding a variety of operational issues, and from time to time attend "roundtable" seminars with other property managers.

Marketing and Sales:

          Responding to the increased customer demand for services, we have implemented several programs expected to increase occupancy and profitability. These programs include:

 

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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;

 

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Internet marketing, which provides customers information about all of our stores via numerous portals and e-mail;

 

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A rate management system, which 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;

 

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Dri-guard, providing 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

 

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Uncle Bob's trucks, which provide customers with convenient, affordable access to vehicles to help move-in their goods, while serving as moving billboards to help advertise our storage facilities.

     

Ancillary Income:

          Our stores are essentially retail operations and we have in excess of 120,000 customers. As a convenience to those customers, we sell items such as locks, boxes, tarps, etc. to make their storage experience easier. We also offer renters insurance through a third party carrier, on which we earn a commission. Income from incidental truck rentals, billboards and cell towers is also earned by our Company.

Information Systems:

          Our customized computer system performs billing, collections and reservation functions for each Property. It also tracks information used in developing marketing plans based on occupancy levels and tenant demographics and

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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 Regional Team Leaders. Our customized management information system permits us to add new facilities to our portfolio with minimal additional overhead expense.

Property maintenance:

          All of our properties are subject to regular and routine maintenance procedures, which are designed to maintain the structure and appearance of our buildings and grounds. A staff headquartered in our principal office is responsible for the upkeep of the properties, and all maintenance service is contracted through local providers, such as lawn service, snowplowing, pest control, gate maintenance, HVAC repairs, paving, painting, roofing, etc. A codified set of specifications has been designed and is applied to all work performed on our Uncle Bob's stores. 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.

Environmental and Other Regulations

          We are subject to federal, state, and local environmental regulations that apply generally to the ownership of real property and the operation of self-storage facilities. 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 free title to the Company-owned Properties in an aggregate 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 it 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, "Management's 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 property's 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, Shurgard, U-Haul, and Extra Space Storage, 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 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

          We periodically review the assets comprising our portfolio. Any disposition decision will be 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.

          No storage facilities were sold in 2005, but during 2004, as part of an asset management program, we sold five non-strategic storage facilities located in Pennsylvania, Tennessee, Ohio, and South Carolina to unaffiliated parties for $11.7 million, resulting in a net gain of $1.1 million. In 2000 and 2001, we "spun-off" non-core, slow-growth properties, into joint ventures. In cases where we have a less than 50% controlling interest in a joint venture and certain other criteria are met (see Note 2, Basis of Presentation, to our financial statements in Item 8), the Properties of that joint venture are removed from our balance sheet and an investment in the joint venture is recorded. We record only our percentage share of the operating results of unconsolidated joint ventures. These ventures may allow us to (i) increase incremental revenues through management fees, (ii) provide returns on our equity in the joint venture, and (iii) increase liquidity to allow redeployment of equity to repay debt, acquire stock, or buy higher growth properties. In 2000, we sold seven facilities for approximately $20 million to an unconsolidated joint venture in which we retained a 45% interest. All eleven properties in the unconsolidated joint venture are managed by us under an agreement. In cases where we are deemed to have a greater than 50% controlling interest and certain other criteria are met (see Note 2, Basis of Presentation, to our financial statements in Item 8), the joint venture is consolidated with our financial statements and a minority interest is recorded on the balance sheet and statement of operations for the portion of the joint venture not owned by us.

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.

          The Board of Directors declared a dividend distribution of one preferred share purchase right for each outstanding common share to shareholders of record at the close of business on December 16, 1996. These rights will become exercisable if a person becomes an "acquiring person" by acquiring 10% or more of the common shares of Sovran Self Storage, Inc. or if a person commences a tender offer that would result in that person owning 10% or more of our common shares.

 

 

 

 

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Borrowing Policy

          Our Board of Directors currently limit 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 (Market Capitalization). 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 September 4, 2003, we entered into agreements relating to new unsecured credit arrangements, and received funds under those arrangements. In December 2004 we increased our line of credit capacity from $75 million to $100 million, and provided for an additional $100 million of available borrowing capacity if the line of credit is expanded in accordance with its terms. We also negotiated interest rate reductions on our $100 million five year note from LIBOR plus 1.50% to LIBOR plus 1.2%, and on the line of credit from LIBOR plus 1.375% to LIBOR plus 0.9%. Both the $100 million five year term note and the line of credit were extended by one year; the $100 million note now matures in September, 2009, and the line of credit expires in September 2007, with our option to extend to 2008.

          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 revolving line of credit, 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. For additional information regarding borrowings, see Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources" and Note 6 to the Consolidated Financial Statements filed herewith.

Employees

          We currently employ a total of 867 employees, including 290 Property Managers, 17 Regional Team Leaders, and 448 assistant managers and part-time employees. At our headquarters, in addition to our three executive officers, we employ 109 people engaged in various support activities, including accounting, 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 SEC's Public Reference Room at 450 Fifth Street, N.W., 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 code 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, Buffalo, 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 properties 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. We have a line of credit with a syndicate of financial institutions, which are our "lenders." This unsecured credit facility is 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 for distributions required by the real estate investment trust provisions of the Internal Revenue Code of 1986, which we refer to as the "Code" and in other limited circumstances. If there is an event of default, our lenders may seek to exercise their rights under the unsecured credit facility, which could have a material adverse effect on us and our ability to make expected distributions to shareholders.

          Rising Interest Rates. Indebtedness that we incur under the unsecured credit facility bears 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 use those arrangements.

          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 properties 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.

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 including the debt proposed to be 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 and in our securities purchase agreement with holders of our Series C preferred stock.

We are Subject to The Risks Posed by Fluctuating Demand and Significant Competition in the Self-Storage Industry

          Our properties are subject to all operating risks common to the self-storage industry. These risks include but are not limited to the following:

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Decreases in demand for rental spaces in a particular locale;


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Changes in supply of or demand for similar or competing facilities in an area;


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Changes in market rental rates; and


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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 Properties compete with other self-storage facilities in their geographic markets. As a result of competition, the Properties 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 Regulations

          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 properties in a manner sufficient to maintain or increase cash available for distribution. Income from our properties may be adversely affected by the following factors:


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Changes in national economic conditions;


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Changes in general or local economic conditions and neighborhood characteristics;


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Competition from other self-storage facilities;


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Changes in interest rates and in the availability, cost and terms of mortgage funds;


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The impact of present or future environmental legislation and compliance with environmental laws;


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The ongoing need for capital improvements, particularly in older facilities;


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Changes in real estate tax rates and other operating expenses;


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Adverse changes in governmental rules and fiscal policies;


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Uninsured losses resulting from casualties associated with severe weather conditions, civil unrest, acts of God, including natural disasters, and acts of war;


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Adverse changes in zoning laws; and


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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 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 properties held for fewer than four years. We may be unable to dispose of a property when we find disposition advantageous or necessary and the sale price of any disposition may not equal or exceed the amount of our investment.

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          Uninsured and Underinsured Losses Could Reduce the Value of our Properties. Some losses, generally of a catastrophic nature, that we potentially face with respect to our properties may be uninsurable or not insurable at an acceptable cost. For example, in 2005 and 2004, our income was adversely affected by uninsured losses resulting from hurricanes that hit the United States. 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 tenant's 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 owner's ability to borrow using that real property as collateral. In connection with the ownership of the properties, 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 capital 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 capital stock. Our Articles of Incorporation limit ownership of our issued and outstanding capital stock by any single shareholder to 9.8% of the aggregate value of our outstanding capital stock, except that the ownership by some of our shareholders is limited to 15%.

          These ownership limits may:

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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


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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 capital 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 holders of our Series C preferred stock. 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.

 

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          Shareholder Rights Plan. We have a shareholder rights plan that grants the holders of our common stock rights that generally become exercisable if a person:

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Becomes an "acquiring person" by acquiring 10% or more of our outstanding common stock, or


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Commences a tender offer that would result in that person owning 10% or more of our outstanding common stock.

          The shareholder rights plan generally provides that the initial holders of our Series C preferred stock are not considered acquiring persons by reason of their purchase from us of the Series C preferred stock or other related acquisitions, if those acquisitions are not made with the purpose or effect of changing or influencing control of Sovran. In the event a person becomes an acquiring person, each holder of a right (other than the acquiring person) would be entitled to acquire a number of shares of our Series A junior preferred stock that are equivalent to the shares of our common stock having a value of twice the then-current exercise price of the right. If we are acquired in a merger or other business combination transaction after that event, each holder of a right would then be entitled to purchase, at the then-current exercise price, shares of the acquiring company's common stock having a value of twice the exercise price of the right. Our shareholder rights plan may have the effect of delaying or preventing a change in control of Sovran.

          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 that specified procedures be followed 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 Series C preferred stock in connection with these provisions of the MGCL. In addition, under the Operating Partnership's 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 Operating 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 Operating 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. 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 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.

 

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Market Interests Rates May Influence the Price of our Common Stock

          One of the factors that may influence the price of our common stock is the annual yields 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.

          At December 31, 2005, 112 of our 285 self-storage facilities are located in the States of Texas and Florida. For the year ended December 31, 2005, these facilities accounted for approximately 42.5% of our total 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 deteriorate, we may experience a reduction in existing and new business, which may have an adverse effect on our business, financial condition and results of operations.

The Implementation of the Jobs and Growth Tax Relief Reconciliation Act of 2003 May Adversely Affect the Value of Our Common Stock

          On May 28, 2003, President Bush signed into law the Jobs and Growth Tax Relief and Reconciliation Act of 2003, which provides favorable income tax rates for certain corporate dividends received by individuals through December 31, 2008. Under this new law, REIT dividends are not eligible for the preferential capital gain rates applicable to dividends unless the dividends are attributable to income that has been subject to corporate-level tax. As a result, substantially all of the distributions paid on shares of our stock are not expected to qualify for those lower rates. This new law could cause stock in non-REIT corporations to be more attractive to investors relative to stock in REITs, which may negatively affect the value of, and the market for, our common stock.

Terrorist Attacks and the Possibility of Armed Conflict May Have an Adverse Effect On Our Business, Financial Condition and Operating Results and Could Decrease the Value of Our Assets

          Terrorist attacks and other acts of violence or war, such as those that took place on September 11, 2001, or the recent war with Iraq, could have a material adverse effect on our business and operating results. There may be further terrorist attacks against the United States. Attacks or armed conflicts that directly impact one or more of our properties could significantly affect our ability to operate those properties and, as a result, impair our ability to achieve our expected results. Furthermore, we may not have insurance coverage for losses caused by a terrorist attack. That insurance may not be available or, if it is available and we decide, or are required by our lenders, to obtain terrorism coverage, the cost for the insurance may be significant in relationship to the risk covered. In addition, the adverse effects terrorist acts and threats of future attacks could have on the U.S. economy could similarly have a material adverse effect on our business, financial condition and results of operations. Finally, further terrorist acts could cause the United States to enter into armed conflict, which could further impact our business, financial and operating results.

Item 1B.

Unresolved Staff Comments

None.

 
   

Item 2.

Properties

          At December 31, 2005, we owned and/or managed a total of 285 Properties situated in twenty-one states. Eleven of the Properties are managed under an agreement with an unconsolidated joint venture that is 45% owned by us.

          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

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direct vehicle access to their storage spaces. Our stores range in size from 21,000 to 190,000 net rentable square - feet, with an average of approximately 60,000 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 trade name "Uncle Bob's Self-Storage."

          The following table provides certain information regarding the Properties owned and/or managed as of December 31, 2005:

Number of  
Stores at  
December 31,
2005 (a) 



Square
Feet  



Number of
Spaces   


Percentage 
of Store   
Revenue   

Alabama

9

586,843

4,452

2.6%

Arizona

9

506,340

4,513

2.9%

Connecticut

5

295,119

2,776

2.5%

Florida

49

3,100,761

28,307

22.0%

Georgia

22

1,221,658

10,021

6.5%

Louisiana

8

460,070

3,878

2.2%

Maine

2

98,600

845

0.7%

Maryland

4

166,596

1,948

1.4%

Massachusetts

14

782,907

6,870

4.9%

Michigan

7

454,291

4,341

2.0%

Mississippi

4

200,331

1,555

1.2%

New Hampshire

1

62,055

546

0.4%

New York

18

968,819

9,141

7.8%

North Carolina

15

769,718

6,770

3.8%

Ohio

16

992,073

8,289

5.3%

Pennsylvania

6

369,830

2,884

2.0%

Rhode Island

4

168,016

1,563

1.3%

South Carolina

8

432,040

3,631

2.3%

Tennessee

3

211,434

1,790

1.1%

Texas

63

4,461,010

36,722

20.5%

Virginia

  18

  1,060,831

   9,824

   6.6%

  Total

285
===

17,369,342
========

150,666
======

100.0%
======

(a) Includes 274 stores that are consolidated in our financial statements and 11 stores that are managed under an agreement with an unconsolidated joint venture that is 45% owned by us. See attached "Schedule III: Combined Real Estate and Accumulated Depreciation" for a list of the stores consolidated in our financial statements.

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 of these matters will have a material adverse impact on our financial condition, results of operations or cash flows.

Item 4.

Submission of Matters to a Vote of Security Holders

          No matters were submitted during the fourth quarter of the fiscal year covered by this report to a vote of security holders, through the solicitation of proxies or otherwise.

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Part II

Item 5.

Market for Registrant's Common Equity and Related Stockholder Matters

          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
2004

High      

Low      

1st

41.7900   

35.3000   

2nd

42.8000   

32.6600   

3rd

41.4200   

37.7400   

4th

43.6000   

37.6000   

     

Quarter
2005

High     

Low     

1st

43.2400   

37.8000   

2nd

46.9300   

38.5600   

3rd

49.7000   

44.0900   

4th

50.5200   

43.5000   

          As of March 1, 2006, there were approximately 1,592 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 2005 represent 85% ordinary income and 15% return of capital.

History of Dividends Declared on Common Stock


1st Quarter, 2004


$0.6025 per share

2nd Quarter, 2004

$0.6025 per share

3rd Quarter, 2004

$0.6050 per share

4th Quarter, 2004

$0.6050 per share


1st Quarter, 2005


$0.6050 per share

2nd Quarter, 2005

$0.6050 per share

3rd Quarter, 2005

$0.6150 per share

4th Quarter, 2005

$0.6150 per share

 

 

 

 

 

 

 

 

 

 

 

 

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EQUITY COMPENSATION PLAN INFORMATION

          The following table sets forth certain information as of December 31, 2005, with respect to equity compensation plans under which shares of the Company's Common Stock may be issued.

Plan Category

Number of      
securities to be   
issued upon     
exercise of      
outstanding     
options, warrants
  and rights (#)   

Weighted average
exercise price of  
outstanding     
options, warrants 
  and rights ($)     

Number of        
securities         
remaining available
for future issuance
               (#)           

Equity compensation plans approved by shareholders:

  2005 Award and Option Plan

24,000     

$46.55     

1,476,000     

  1995 Award and Option Plan

102,900     

$28.31     

0     

  1995 Outside Directors' Stock Option Plan

16,000     

$39.78     

28,388     

  Deferred Compensation Plan for Directors (1)

25,154     

N/A      

19,846     

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 Company's 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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Item 6.

Selected Financial Data

          The following selected financial and operating information should be read in conjunction with "Management's 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)


2005
   


2004
   


2003
   


2002
   


2001
   

           

Operating Data

         

Operating revenues

$ 138,305 

$ 123,286 

$ 111,414 

$ 100,507 

$  89,425 

Income from continuing operations

34,790 

30,698 

27,586 

25,526 

23,404 

Income from discontinued operation (1)

-    

1,306 

837 

775 

785 

Net income

34,790 

32,004 

28,423 

26,301 

24,189 

Income from continuing operations per
  common share - diluted


1.84 


1.44 


1.40 


1.58 


1.66 

Net income per common share - basic

1.86 

1.54 

1.47 

1.66 

1.74 

Net income per common share - diluted

1.84 

1.53 

1.46 

1.64 

1.72 

Dividends declared per common share

2.44 

2.42 

2.41 

2.38 

2.34 

           

Balance Sheet Data
Investment in storage facilities at cost


$893,980 


$811,516 


$727,289 


$698,334 


$598,961 

Total assets

784,376 

719,573 

683,336 

652,213 

567,717 

Total debt

339,144 

289,075 

255,819 

252,452 

241,190 

Total liabilities

365,037 

315,108 

285,755 

278,631 

255,878 

Series B preferred stock

-    

-    

28,585 

28,585 

28,585 

Series C preferred stock

26,613 

53,227 

67,129 

67,129 

-    

           

Other Data

         

Net cash provided by operating activities

$60,234 

$53,914 

$  51,003 

$  44,544 

$  39,872 

Net cash used in investing activities

(79,156)

(71,034)

(31,284)

(99,065)

(17,567)

Net cash provided by (used in)
  financing activities


20,728 


(163)


(2,764)


53,814 


(22,709)

Net cash provided by discontinued
  operations


- -    


287 


1,083 


887 


866 


(1)  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.

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

          The following discussion and analysis of the consolidated financial condition and results of operations should be read in conjunction with the financial statements and notes thereto included elsewhere in this report.

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 Exchange Act of 1933 and in Section 21F of the Securities 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; our ability to evaluate, finance and integrate acquired businesses into our existing business and operations; our ability to effectively compete in the industry in which we do business; our 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 our outstanding floating rate debt; our ability to successfully extend our truck move-in program for new customers and Dri-guard product roll-out; our reliance on our call center; our 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 are the sixth largest operator of self-storage properties in the United States based on facilities owned or managed. All of our stores are operated under the user-friendly trade name "Uncle Bob's 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:

   

-

Operating performance continues to improve as a result of revenue drivers implemented by us over the past four years, including:

     

-

The formation of our Customer Care Center, which answers sales inquiries and makes reservations for all of our properties on a centralized basis,

     

-

The rollout of the Uncle Bob's truck move-in program, under which, at present, 219 of our stores offer a free Uncle Bob's 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 four 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 four years ago, customer access and security are greatly enhanced as a result of advances in technology, and property appearance and functionality has 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 markets where we already operate facilities, we seek to acquire new stores one or two at a time from independent operators. 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 will seek to 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 and enhancing our existing stores:

 



- -


We intend to continue to install climate controlled and Dri-guard space at select stores, providing our customers with better storage solutions and improving yields on our portfolio.

       
   

-

We intend to add buildings to a number of our stores, providing additional rental units of a size and type to meet existing demand.

       
   

-

We will seek to acquire parcels of land contiguous to some of our stores and add to the available rental space at those stores.

       
   

-

We intend to modify existing buildings to better match size and type of rental units to existing demand. At some stores, this may be as simple as reconfiguring walls and doors; at others, it may entail rebuilding in a configuration more in tune with market conditions.

       
   

-

As announced in 2004, we have begun to implement a program that will add 450,000 to 600,000 square feet of rentable space at existing stores and convert up to an additional 250,000 to 300,000 square feet to premium (climate and humidity controlled) space. The projected cost of these revenue enhancing improvements is estimated at between $32 and $40 million. Funding is expected to be provided primarily from borrowings on the Company's line of credit, and issuance of common shares in our Dividend Reinvestment Program and Stock Purchase Plan.

Supply and Demand

          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. However, the historically low interest rates available to developers over the past three years have resulted in increased supply on a national basis. We have experienced some of this excess supply in certain markets in Texas and New England, but because of the demand model, we have not seen a widespread effect on our stores. We have also observed an increase in the sales price of existing facilities as a result of the low interest rates, such that the capitalization rates on acquisitions (expected annual return on investment) have decreased from approximately 10% five years ago to 7.5% today. In 2004, we took advantage of these favorable capitalization rates by selling five stores for a gain of $1.1 million. With interest rates now on the rise we expect the trend of decreasing capitalization rates to reverse in the coming years and are forecasting acquisitions of $100 million in 2006.

Operating Trends

          In 2005, the overall economy and our industry gained momentum from the recovery that commenced in 2003. We experienced same store revenue growth of approximately 5% in each of the last three years. We attribute the same store growth to implementation of the call center, the free truck program for new move-in customers, use of improved technology and practices in the management of our rental rates and, to a lesser degree, general economic factors. We expect conditions in most of our markets to remain stable and are forecasting 5% revenue growth on a same store basis in 2006.

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          Expenses related to operating a self-storage facility have increased substantially over the last five years as a result of expanded hours, increased health care costs, property insurance costs, and the costs of amenities (such as Uncle Bob's trucks). We expect the trend of increasing costs to continue at a moderate pace and, while current operating margins are expected to be sustained, it is unlikely that much improvement in operating margins will be seen in the coming years as a result of cost reductions.

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 or significant declining revenue per storage facility. 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. At December 31, 2005 and 2004, 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. Changes in estimated useful lives of these assets could have a material adverse impact on our financial condition or results of operations.

          Qualification as a REIT: We operate, and intend to continue to operate, 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. 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.

YEAR ENDED DECEMBER 31, 2005 COMPARED TO
YEAR ENDED DECEMBER 31, 2004

          We recorded rental revenues of $133.9 million for the year ended December 31, 2005, an increase of $14.3 million or 11.9% when compared to 2004 rental revenues of $119.6 million. Of this increase, $6.4 million resulted from a 5.5% increase in rental revenues at the 250 core properties considered in same store sales (those properties included in the consolidated results of operations since January 1, 2004). The increase in same store rental revenues was achieved primarily through rate increases on select units, and a slight occupancy increase, which we believe resulted from improved responsiveness to customer demand created by our centralized call center and the availability of rental trucks at 219 of our stores. The remaining $7.9 million increase in rental revenues resulted from the acquisition of fourteen stores during 2005 and from having the 2004 acquisitions included for a full year of operations. Other income increased $0.8 million due to increased merchandise and insurance sales and the additional incidental revenue generated by truck rentals.

 

 

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          Property operating and real estate tax expense increased $5.2 million or 12.0% in 2005 compared to 2004. Of this increase, $3.4 million was incurred by the facilities acquired in 2005 and from having the 2004 acquisitions included for a full year of operations. $1.8 million of the increase was due to increased personnel, utilities, maintenance expenses, and increased property taxes at the 250 core properties considered same stores. We also incurred approximately $0.3 million of uninsured losses relating to the hurricanes that hit the United States in 2005 as compared to $0.7 million uninsured losses from hurricanes in 2004. We expect the trend of increasing operating costs to continue at a moderate pace with upward pressure related to utilities and property insurance costs.

          General and administrative expenses increased $1.8 million or 16.2% from 2004 to 2005. The increase primarily resulted from bonuses earned by our home office personnel including our executive officers, increased costs in our call center, and the increased costs associated with operating the properties acquired in 2005 and 2004.

          Depreciation and amortization expense increased to $21.2 million in 2005 from $19.2 million in 2004, primarily as a result of additional depreciation taken on real estate assets acquired in 2005 and a full year of depreciation on 2004 acquisitions.

          Income from operations increased from $49.9 million in 2004 to $55.9 million in 2005 as a result of the net effect of the aforementioned items.

          Interest expense increased from $18.1 million in 2004 to $20.2 million in 2005 as a result of higher interest additional borrowings under our line of credit to purchase fourteen stores in 2005.

          During 2004, the Company sold five non-strategic storage facilities for net cash proceeds of $11.7 million, resulting in a gain of $1.1 million. The operations of these five facilities and the gain on sale in 2004 are reported as discontinued operations. No storage facilities were sold in 2005.

          The decrease in preferred stock dividends from 2004 to 2005 was a result of the redemption of all 1,200,000 outstanding shares of our 9.85% Series B Cumulative Preferred Stock in August of 2004 and the conversion of 1,200,000 shares of our Series C Preferred Stock to 920,244 shares of common stock in 2005.

YEAR ENDED DECEMBER 31, 2004 COMPARED TO
YEAR ENDED DECEMBER 31, 2003

          We recorded rental revenues of $119.6 million for the year ended December 31, 2004, an increase of $11.1 million or 10.2% when compared to 2003 rental revenues of $108.5 million. Of this increase, $5.3 million resulted from a 5% increase in rental revenues at the 244 core properties considered in same store sales (those properties included in the consolidated results of operations since January 1, 2003). The increase in same store rental revenues was achieved primarily through rate increases on select units, and a slight occupancy increase, which we believe resulted from improved responsiveness to customer demand created by our centralized call center and the availability of rental trucks at 207 of our stores. The remaining $5.8 million increase in rental revenues resulted from the acquisition of ten stores during 2004 and from having the 2003 acquisitions included for a full year of operations. Other income increased $0.8 million due to increased insurance sales and the additional incidental revenue generated by truck rentals.

          Property operating and real estate tax expense increased $4.7 million or 12.1% in 2004 compared to 2003. Of this increase, $2.1 million was incurred by the facilities acquired in 2004 and from having the 2003 acquisitions included for a full year of operations. $1.9 million of the increase was due to increased insurance, personnel, truck, and maintenance expenses, and increased property taxes at the 244 core properties considered same stores. We also incurred approximately $0.7 million of uninsured losses relating to the four hurricanes that hit the Eastern United States in 2004.

          General and administrative expenses increased $1.5 million or 15.1% from 2003 to 2004. The increase primarily resulted from increased costs in our call center, professional fees related to the documentation, analysis, and testing of internal controls required by Sarbanes-Oxley Section 404, and the increased costs associated with operating the properties acquired in 2004 and 2003.

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          Depreciation and amortization expense increased to $19.2 million in 2004 from $17.8 million in 2003, primarily as a result of additional depreciation taken on real estate assets acquired in 2004 and a full year of depreciation on 2003 acquisitions.

          Income from operations increased from $45.5 million in 2003 to $49.9 million in 2004 as a result of the net effect of the aforementioned items.

          Interest expense increased from $16.0 million in 2003 to $18.1 million in 2004 as a result of higher interest rates associated with the fixed rate debt entered into in September 2003 and additional borrowings under our line of credit to purchase ten stores in 2004.

          On August 2, 2004, we redeemed all 1,200,000 outstanding shares of our 9.85% Series B Cumulative Preferred Stock for $30 million plus accrued but unpaid dividends on those shares. The excess of the redemption amount over the carrying value of the Series B Preferred Stock was $1.4 million and has been shown as a reduction in net income available to common shareholders.

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.

Reconciliation of Net Income to Funds From Operations

 

                                  For Year Ended December 31,                              

(dollars in thousands)

2005   

2004   

2003   

2002   

2001   

           

Net income

$34,790 

$32,004 

$28,423 

$ 26,301 

$  24,189 

Minority interest in income

1,529 

1,542 

1,790 

1,990 

1,617 

Depreciation of real estate and
  amortization of intangible assets
  exclusive of deferred financing fees



21,222 



19,175 



17,856 



16,207 



13,839 

Depreciation of real estate included in
  discontinued operations


- - 


90 


293 


290 


283 

Depreciation and amortization from
  unconsolidated joint ventures


484 


473 


460 


400 


633 

Gain on sale of real estate

(1,137)

Preferred stock dividends

(4,123)

(7,168)

(8,818)

(4,863)

(2,955)

 

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Redemption amount in excess of
  carrying value of Series B Preferred   Stock



- - 



(1,415)



- - 



- - 



- - 

Funds from operations allocable to
  minority interest in Operating
  Partnership



(1,519)



(1,333)



(1,563)



(1,647)



(2,333)

Funds from operations allocable to
  minority interest in Locke Sovran II


(1,499
)


(1,475
)


(1,539
)


(1,645
)


     (125
)

Funds from operations available to
  common shareholders


$50,884 
=======


$40,756 
=======


$36,902 
=======


$ 37,033 
=======


$ 35,148 
=======

LIQUIDITY AND CAPITAL RESOURCES

          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 will continue to be sufficient to fund ongoing operations, capital improvements, dividends and debt service requirements through September 2007, at which time our revolving line of credit matures unless renewed at our option for one additional year.

          Cash flows from operating activities were $60.2 million, $53.9 million and $51.0 million for the years ended December 31, 2005, 2004, and 2003, respectively. The increase for each year is primarily attributable to increased net income and increased non-cash charges for depreciation and amortization.

          Cash used in investing activities was $79.2 million, $71.0 million, and $31.3 million for the years ended December 31, 2005, 2004, and 2003, respectively. The increase in cash used from 2003 to 2004 was attributable to increased acquisition activity in 2004. The increase from 2004 to 2005 was due to the proceeds from the sale of 5 facilities in 2004 that offset the acquisition activity that was comparable in these two years.

          Cash provided by financing activities was $20.7 million in 2005 compared to uses of $0.2 million and $2.7 million in 2004 and 2003, respectively. On September 4, 2003, we entered into agreements relating to new unsecured credit arrangements, and received funds under those arrangements. In December 2004, the agreements were amended by increasing the line of credit availability from $75 million to $100 million (expandable to $200 million), reducing the interest rate from LIBOR plus 1.375% to LIBOR plus 0.90%, increasing the maturity by one year to September 2007, and retaining a one year extension option. In addition, the line of credit requires a facility fee of 0.20%. At December 31, 2005, there was $10 million available on our line of credit. The amendment also reduced the interest rate on the $100 million term note from LIBOR plus 1.50% to LIBOR plus 1.20%, and extended the maturity by one year to September 2009.

          In addition to the line of credit and term note mentioned above, in 2003 we also issued a $80 million unsecured term note bearing interest at a fixed rate of 6.26% and a $20 million unsecured term note bearing interest at a variable rate equal to LIBOR plus 1.50%. The term notes mature September 2013.

          The line of credit facility and term notes currently have investment grade ratings from Standard and Poor's (BBB-) and Fitch (BBB-).

          In January 2006, we entered into a $25 million term note with a bank bearing interest at LIBOR plus 1.20% and maturing July 2006. Our intention is to replace this term note and to pay down our revolving line of credit with $100 to $150 million of 10 year term notes prior to July 2006.

          Our line of credit and term notes require us to meet certain financial covenants, including prescribed leverage, fixed charge coverage, minimum net worth, limitations on additional indebtedness and limitations on dividend payouts. As of December 31, 2005, we were in compliance with all covenants.

          In February 2002, the consolidated joint venture (Locke Sovran II, LLC) entered into a mortgage note of $48 million. The note is secured by the 27 properties owned by the joint venture with a carrying value of

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$72.9 million and $73.9 million at December 31, 2005 and 2004, respectively. The 10-year note bears interest at a fixed rate of 7.19%.

          In July 1999, we issued 1,200,000 shares of 9.85% Series B Cumulative Redeemable Preferred Stock. We redeemed all outstanding shares of our Series B Preferred Stock on August 2, 2004 at a total cost of $30 million plus accrued but unpaid dividends on those shares. In accordance with Emerging Issues Task Force ("EITF") Topic D-42, "The Effect on the Calculation of Earnings per Share for the Redemption or Induced Conversion of Preferred Stock", we recorded a reduction of $1.4 million from 2004 net income to arrive at net income available to common shareholders relating to the difference between the Series B Preferred Stock carrying value and the redemption amount.

          On July 3, 2002, we entered into an agreement providing for the issuance of 2,800,000 shares of 8.375% Series C Convertible Cumulative Preferred Stock and warrants to purchase 379,166 shares of common stock at $32.60 per share in a privately negotiated transaction. The offering price was $25.00 per share and the net proceeds of $67.9 million were used to reduce indebtedness that was incurred in the June 2002 acquisition of seven self-storage properties and to repay a portion of our borrowings under the line of credit. During 2005, we issued 920,244 shares of our common stock in connection with a written notice from one of the holders of our Series C Preferred Stock requesting the conversion of 1,200,000 shares of Series C Preferred Stock into common stock. In 2004, we issued 306,748 shares of our common stock in connection the conversion of 400,000 shares of Series C Preferred Stock into common stock. All converted shares of Series C Preferred Stock were retired leaving 1,200,000 shares outstanding at December 31, 2005.

          During 2005 and 2004, 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, 2005, 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.

          During 2005, we issued 426,172 shares via our Dividend Reinvestment and Stock Purchase Plan and Employee Stock Option Plan. We realized $15.2 million from the sale of such shares. We expect to issue shares when our share price and capital needs warrant such issuance.

          Future acquisitions, share repurchases and repayment of the credit line are expected to be funded with the revolving line of credit, issuance of secured or unsecured term notes, issuance of common or preferred stock, sale of properties, private placement solicitation of joint venture equity and other sources of capital.

CONTRACTUAL OBLIGATIONS

          The following table summarizes our future contractual obligations:

Payments due by period

Contractual obligations

Total

2006

2007-2008

2009-2010

2011 and thereafter

Line of credit

$   90.0 million

-

$  90.0 million

-

-

Term notes

$ 200.0 million

-

-

$ 100.0 million

$ 100.0 million

Mortgages payable

$   49.1 million

$  1.0 million

$    2.2 million

$     2.5 million

$   43.4 million

Interest payments

$   96.0 million

$20.2 million

$  33.5 million

$   22.3 million

$   20.0 million

Building lease

$     2.1 million

$  0.5 million

$    0.9 million

$     0.7 million

                       -

Total

$ 437.2 million

$21.7 million

$126.6 million

$ 125.5 million

$ 163.4 million

 

 

 

 

 

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ACQUISITION OF PROPERTIES

          During 2005, we used operating cash flow, borrowings pursuant to the line of credit, and proceeds from our Dividend Reinvestment and Stock Purchase Plan to acquire fourteen Properties in Alabama, Connecticut, Georgia, Louisiana, Massachusetts, New York, and Texas comprising one million square feet from unaffiliated storage operators. During 2004, we used operating cash flow and borrowings pursuant to the line of credit to acquire ten Properties in Connecticut, Florida, Tennessee, and Texas comprising one million square feet from unaffiliated storage operators. During 2003, we used operating cash flow, borrowings pursuant to the line of credit, and proceeds from our Dividend Reinvestment and Stock Purchase Plan to acquire two Properties in Texas comprising 148,098 square feet from unaffiliated storage operators. At December 31, 2005, we owned and/or operated 285 self-storage facilities in 21 states. Of these facilities, 11 are managed by us for Locke Sovran I, LLC, an unconsolidated joint venture.

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 in new markets by acquiring several facilities at once in those new markets.

          At December 31, 2005, we were in negotiations to acquire eleven stores for approximately $33 million. Five of these stores were purchased in January and February 2006 for $18.9 million.

          In addition, as announced in 2004, we have begun to implement a program that will add 450,000 to 600,000 square feet of rentable space at existing stores and convert up to an additional 250,000 to 300,000 square feet to premium (climate and humidity controlled) space. The projected cost of these revenue enhancing improvements is estimated at between $32 and $40 million. Funding of these and the above-mentioned improvements is expected to be provided primarily from borrowings under our line of credit, and issuance of common shares through our Dividend Reinvestment and Stock Purchase Plan.

          We also expect to accelerate, by two to three years, the required capital expenditures on 50 to 70 of our Properties. This includes repainting, paving, and remodeling of the office buildings at these facilities. Typically we spend $4 to $5 million per year on such improvements; for 2006 and 2007, we expect to spend approximately $15 million per year.

DISPOSITION OF PROPERTIES

          During 2004, as part of an asset management program, we sold five non-strategic storage facilities located in Pennsylvania, Tennessee, Ohio, and South Carolina to unaffiliated parties for $11.7 million resulting in a net gain of $1.1 million. No sales took place in 2005.

          Also, during 2001, we sold eight Properties for approximately $24.5 million to Locke Sovran II, LLC. Because Locke Sovran II, LLC is a consolidated joint venture, no gain was recognized on the sale.

          We may seek to sell additional Properties to similar joint venture programs or third parties in 2006.

OFF-BALANCE SHEET ARRANGEMENTS

          Our off-balance sheet arrangements include an ownership interest in Locke Sovran I, LLC, which owns 11 self storage facilities throughout the United States, and an ownership interest in Iskalo Office Holdings, LLC, which owns the building that houses our headquarters and other tenants.

          In December 2000, we contributed seven self-storage properties to Locke Sovran I, LLC with a fair market value of $19.8 million, in exchange for a $15 million one year note receivable bearing interest at LIBOR plus 1.75%, which was repaid in 2001, and a 45% interest in Locke Sovran I, LLC. For the year ended December 31, 2005, our share of Locke Sovran I, LLC's income was $171,000, which is recorded as equity in income of joint

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ventures on our consolidated statements of income. We manage the storage facilities for Locke Sovran I, LLC and received fees of $332,000, $322,000, and $311,000, for the years ended 2005, 2004, and 2003, respectively.

          We also have a 49% ownership interest in Iskalo Office Holdings, LLC at December 31, 2005. During 2004, Iskalo Ofice Holdings obtained long-term financing and used the proceeds to repay the note payable to us of $1.4 million. Our remaining investment includes a capital contribution of $49. For the year ended December 31, 2005, our share of Iskalo Office Holdings, LLC's loss was $8,000. We paid rent to Iskalo Office Holdings, LLC of $445,000 in 2005 and $426,000 in 2004, and $393,000 in 2003. Also, during 2004 and 2003 we purchased land from Iskalo Office Holdings, LLC for $0.4 million and $1.2 million, respectively.

          A summary of the off-balance sheet arrangement's financial statements as of and for the year ended December 31, 2005 is as follows:

(dollars in thousands)

Locke Sovran I,
        LLC       

Iskalo Office 
Holdings, LLC

Balance Sheet Data:

   

Investment in storage facilities, net

$ 38,226     

$            -     

Investment in office building

-     

6,057     

Other assets

     1,398     

         626     

  Total Assets

$ 39,624     
=======     

$    6,683     
=======     


Due to the Company


$   2,780     


$           -      

Mortgage payable

29,463     

7,522     

Other liabilities

        704     

        350     

  Total Liabilities

32,947     

7,872     


Unaffiliated partners' equity (deficiency)


3,609     


(688)    

Company equity (deficiency)

      3,068     

       (501)    

  Total Liabilities and Partners' Equity (deficiency)

$  39,624     
=======     

$     6,683     
=======     


Income Statement Data:

   

Total revenues

$    6,648     

$     1,137     

Total expenses

      6,268     

      1,154     

  Net income (loss)

$       380     
=======     

$        (17)    
=======     

     

          We do not expect to have material future cash outlays relating to these joint ventures and we do not guarantee the debt of Locke Sovran I, LLC or Iskalo Office Holdings, LLC. A summary of our cash flows arising from the two off-balance sheet arrangements are as follows:

                    Year ended December 31,                  

(dollars in thousands)

2005   

2004   

2003   

Statement of Operations

Other income (management fees income)

$  332  

$  322  

$  311  

General and administrative expenses (corporate office rent)

445  

426  

393  

Equity in income of joint ventures

202  

207  

186  

Investing activities

(Advances to) reimbursement of advances to joint ventures

(187) 

958  

(110) 

Financing activities

Distributions from unconsolidated joint ventures

490  

602  

646  

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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 2006 may be applied toward our 2005 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 2005, our percentage of revenue from such sources exceeded 96%, 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 floating rate debt. At December 31, 2005, we have five outstanding interest rate swap agreements as summarized below:



Notional Amount



Effective Date



Expiration Date


Fixed
     
Rate Paid
   


Floating Rate
Received
   

   

$50 Million

9/28/01   

10/2/06   

5.685%   

1 month LIBOR

$30 Million

9/28/01   

9/30/08   

5.705%   

1 month LIBOR

$50 Million

11/14/05   

9/1/09   

5.590%   

1 month LIBOR

$20 Million

9/4/05   

9/4/13   

5.935%   

6 month LIBOR

$50 Million - forward start

10/10/06   

9/1/09   

5.680%   

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 $150 million of our debt through the interest rate swap termination dates.

          Through September 2008, $230 million of our $290 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 $290 million at December 31, 2005, a 1% increase in interest rates would have a $600,000 effect on our interest expense annually.

          The table below summarizes our debt obligations and interest rate derivatives at December 31, 2005. 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 we would realize in a current market exchange.

 

 

 

 

 

 

 

 

 

 

 

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                                      Expected Maturity Date                                

Fair 

2006  

2007  

2008  

2009  

2010  

Thereafter

Total   

Value

Line of credit - variable rate LIBOR + 0.9%

-   


$90,000

-   

-   

-   

-   

$  90,000

$  90,000

Notes Payable:

Term note - variable rate LIBOR+1.20%

-   

-

-   

$100,000

-   

-   

$100,000

$100,000

Term note - variable rate LIBOR+1.50%

-   

-

-   

-   

-   

$  20,000

$  20,000

$  20,000

Term note - fixed rate 6.26%

-   

-

-   

-   

-   

$  80,000

$  80,000

$  81,003


Mortgage note - fixed rate 7.19%


$  870


$     936


$   997


$    1,081


$  1,163


$  40,208


$  45,255


$  48,471

Mortgage note - fixed rate 5.40%

$  120

$     126

$   133

$       141

$     149

$    3,220

$   3,889

$   3,824


Interest rate derivatives - asset


- -


- -


- -


- -


- -


- -


- -


$   1,411

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 we increase rental rates on most of our storage units at the beginning of May and 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.

RECENT ACCOUNTING PRONOUNCEMENTS

          In March 2005, the FASB issued Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations. Interpretation 47 clarifies that the term conditional asset retirement obligation as used in FASB Statement No. 143, Accounting for Asset Retirement Obligations, refers to a legal obligation to perform an asset retirement activity in which the timing and (or) method of settlement are conditional on a future event that may or may not be within the control of the entity. However, the obligation to perform the asset retirement activity is unconditional even though uncertainty exists about the timing and (or) method of settlement.  Interpretation 47 requires that the uncertainty about the timing and (or) method of settlement of a conditional asset retirement obligation should be factored into the measurement of the liability when sufficient information exists. Interpretation 47 is effective no later than for fiscal years ending after December 15, 2005 (December 31, 2005 for the Company). The application of Interpretation 47 does not have a material impact on the Company's financial position or results of operations.

          On December 16, 2004, the FASB issued FASB Statement No. 123 (revised 2004), Share-Based Payment, which is a revision of FASB Statement No. 123, Accounting for Stock-Based Compensation. Statement 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and amends FASB Statement No. 95, Statement of Cash Flows. Generally, the approach in Statement 123(R) is similar to the approach described in Statement 123.  However, Statement 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. Statement 123(R) must be adopted no later than July 1, 2005. Early adoption will be permitted in periods in which financial statements have not yet been issued.  We expect to adopt Statement 123(R) on January 1, 2006.

 

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          As permitted by Statement 123, the company currently accounts for share-based payments to employees using Opinion 25's intrinsic value method and, as such, generally recognizes no compensation cost for employee stock options.  Accordingly, the adoption of Statement 123(R)'s fair value method will have an impact on our result of operations, although it will have no impact on our overall financial position. The impact of adoption of Statement 123(R) cannot be predicted at this time because it will depend on levels of share-based payments granted in the future.  However, had we adopted Statement 123(R) in prior periods, the impact of that standard would have approximated the impact of Statement 123 as described in the disclosure of pro forma net income and earnings per share in Note 2 to our consolidated financial statements.

          In June 2005, the FASB ratified the EITF's consensus on Issue No. 04-5 "Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights." This consensus established the presumption that general partners in a limited partnership control that limited partnership (or similar entity like an LLC) regardless of the extent of the general partners' ownership interest in the limited partnership. The consensus further establishes that the rights of the limited partners can overcome the presumption of control by the general partners, if the limited partners have either (a) the substantive ability to dissolve (liquidate) the limited partnership or otherwise remove the general partners without cause or (b) substantive participating rights. EITF 04-5 is effective for all agreements entered into or modified after June 29, 2005.  For pre-existing agreements that are not modified, the consensus is effective as of the beginning of the first fiscal reporting period beginning after December 15, 2005.  The Company does not expect that the implementation of this standard will have a material effect on its consolidated financial position or results of operations.

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. Management's Discussion and Analysis of Financial Condition and Results of Operations" above.

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, 2005 and 2004, and the related consolidated statements of operations, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2005. 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 Company's management. Our responsibility is to express an opinion on these financial statements and schedules 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, 2005 and 2004, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2005, in conformity with U.S. generally accepted accounting principles.

 

 

 

 

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We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Sovran Self Storage, Inc.'s internal control over financial reporting as of December 31, 2005, 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 21, 2006 expressed an unqualified opinion thereon.

 

/s/ Ernst & Young LLP

   

Buffalo, New York
February 21, 2006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

- 28 -

 

<page>

SOVRAN SELF STORAGE, INC. CONSOLIDATED BALANCE SHEETS

 

                       December 31,               

(dollars in thousands, except share data)

    2005    

    2004    

Assets

   

Investment in storage facilities:

 

 Land

$ 162,900 

$ 148,341 

 Building and equipment

   731,080 

   663,175 

 

893,980 

811,516 

 Less:  accumulated depreciation

  (130,550)

   (109,750)

Investment in storage facilities, net

763,430 

701,766 

Cash and cash equivalents

4,911 

3,105 

Accounts receivable

1,643 

1,530 

Receivable from related parties

75 

90 

Receivable from joint ventures

2,780 

2,593 

Investment in joint ventures

825 

1,113 

Prepaid expenses

3,075 

3,136 

Fair value of interest rate swap agreements

1,411 

-  

Other assets

       6,226 

       6,240 

  Total Assets

$ 784,376 
======= 

$ 719,573 
======= 


Liabilities

   

Line of credit

$   90,000 

$   43,000 

Term notes

200,000 

200,000 

Accounts payable and accrued liabilities

10,865 

9,121 

Deferred revenue

4,227 

3,824 

Fair value of interest rate swap agreements

-  

3,425 

Accrued dividends

10,801 

9,663 

Mortgages payable

    49,144 

    46,075 

  Total Liabilities

365,037 

315,108 

Minority interest - Operating Partnership

11,132 

12,007 

Minority interest - consolidated joint venture

14,122 

15,007 

     

Shareholders' Equity

   

Series A Junior Participating Cumulative Preferred Stock, $.01 par value,
  250,000 shares authorized and no shares issued and outstanding


- -   


- -   

8.375% Series C Convertible Cumulative Preferred Stock, $.01 par value,
  1,200,000 shares issued and outstanding at December 31, 2005
  (2,400,000 shares issued and outstanding at December 31, 2004)
  $30,000 liquidation value



26,613 



53,227 

Common stock $.01 par value, 100,000,000 shares authorized,
  17,563,046 shares outstanding (15,972,227 at December 31, 2004)


187 


171 

Additional paid-in capital

466,839 

418,007 

Unearned restricted stock

(1,838)

(1,774)

Dividends in excess of net income

(71,995)

(61,751)

Accumulated other comprehensive income (loss)

1,454 

(3,254)

Treasury stock at cost, 1,171,886 shares

(27,175)

(27,175)

  Total Shareholders' Equity

   394,085 

   377,451 

  Total Liabilities and Shareholders' Equity

$ 784,376 
======= 

$ 719,573 
======= 

See notes to financial statements.

   

 

- 29 -

<page>

SOVRAN SELF STORAGE, INC. CONSOLIDATED STATEMENTS OF OPERATIONS

 

                    Year Ended December 31,                  

(dollars in thousands, except per share data)

    2005    

    2004    

    2003    

       

Revenues

     

 Rental income

$ 133,856 

$ 119,605 

$ 108,524 

 Other operating income

     4,449 

     3,681 

     2,890 

  Total operating revenues

138,305 

123,286 

111,414 

       

Expenses

     

 Property operations and maintenance

35,954 

32,166 

28,545 

 Real estate taxes

12,407 

11,014 

9,977 

 General and administrative

12,863 

11,071 

9,616 

 Depreciation and amortization

   21,222 

   19,175 

   17,786 

   Total operating expenses

   82,446 

   73,426 

   65,924 

       

 Income from operations

55,859 

49,860 

45,490 

       

Other income (expenses)

     

Interest expense

(20,229)

(18,128)

(16,003)

Interest income

487 

301 

416 

Write-off of unamortized financing fees due to
  debt retirement

  
   -    

  
   -    


(713)

Minority interest - Operating Partnership

(1,039)

(1,043)

(1,176)

Minority interest - consolidated joint venture

(490)

(499)

(614)

Equity in income of joint ventures

      202 

      207 

      186 

       

Income from continuing operations

 34,790 

 30,698 

 27,586 

Income from discontinued operations (including gain on
  disposal in 2004 of $1,083)


       -   
 


    1,306
 


      837
 

       

Net Income

 34,790 

 32,004 

 28,423 

Redemption amount in excess of carrying value of Series B
  Preferred Stock

  
   -    


(1,415)

  
   -    

Preferred stock dividends

   (4,123)

   (7,168)

   (8,818)

Net income available to common shareholders

$ 30,667 
====== 

$ 23,421 
====== 

$ 19,605 
====== 

       

Per Common Share - basic:

     

Continuing operations

$  1.86 

$  1.45 

$  1.41 

Discontinued operations

$     -    

$  0.09 

$  0.06 

  Earnings per common share - basic

$  1.86 

$  1.54 

$  1.47 

       

Per Common Share - diluted:

     

Continuing operations

$  1.84 

$  1.44 

$  1.40 

Discontinued operations

$     -    

$  0.09 

$  0.06 

  Earnings per common share - diluted

$  1.84 

$  1.53 

$  1.46 

       

Dividends declared per common share

$  2.44 

$  2.42 

$  2.41 

See notes to financial statements.

- 30 -

<page>

SOVRAN SELF STORAGE, INC. CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY





(dollars in thousands, except share data)

9.85%   
Series B 
Preferred
Stock   
Shares  


9.85%  
Series B 
Preferred
Stock   

8.375%  
Series C 
Preferred
Stock   
Shares  


8.375%  
Series C
Preferred
Stock   



Common   
Stock     
Shares     




Common 
Stock   



Additional
Paid-in  
Capital  



Unearned
Restricted
Stock   



Dividends in
Excess of  
Net Income

Accumulated
Other       
Comprehensive
Income (loss)




Treasury
Stock  




Total   
Equity  

Balance January 1, 2003

1,200,000 

  $28,585 

2,800,000 

  $67,129 

12,984,339 

   $140 

 $317,423 

  $(2,134)

 $(35,124)

$( 10,020) 

$ (23,225)

$342,774 


Net proceeds from issuance of
  stock through Dividend
  Reinvestment and Stock
  Purchase Plan





- -    





- -    





- -    





- -    





1,098,230 





11 





34,588 





- -   





- -    





- -    





- -    





34,599 

Exercise of stock options

-    

-    

-    

-    

323,110 

 3 

7,726 

-    

-    

-    

-    

7,729 

Earned portion of restricted stock

-    

-    

-    

-    

-    

-    

-    

412 

-    

-    

-    

412 

Deferred compensation outside
  directors


- -    


- -    


- -    


- -    


- -    


- -    


96 


- -    


- -    


- -    


- -    


96 

Value of Series C Preferred
  Stock placement certificate


- -    


- -    


- -    


- -    


- -    


- -    


(2,958)


- -    


- -    


- -    


- -    

(2,958)

Purchase of treasury shares

-    

-    

-    

-    

(145,816)

-    

-    

-    

-    

-    

(3,950)

(3,950)

Net income

-    

-    

-    

-    

-    

-    

-    

-    

28,423 

-    

-    

28,423 

Change in fair value of derivatives

-    

-    

-    

-    

-    

-    

-    

-    

-    

2,440

-    

      2,440 

Total comprehensive income

-    

-    

-    

-    

-    

-    

-    

-    

-    

-    

-    

30,863 

Dividends

             -    

            -    

           -    

          -    

             -    

          -    

            -    

          -    

    (41,368)

            -    

           -    

  (41,368)

Balance December 31, 2003

1,200,000 

  28,585 

2,800,000 

67,129 

14,259,863 

   154 

 356,875 

  (1,722)

 (48,069)

(7,580)   

 (27,175)

368,197 

Net proceeds from issuance of stock
  through Dividend Reinvestment and
  Stock Purchase Plan



- -    



- -    



- -    



- -    



1,163,651 



12 



43,482 



- -    



- -    



- -    



- -    



43,494 

Exercise of stock options

-    

-    

-    

-    

225,750 

 2 

5,500 

-    

-    

-    

-    

5,502 

Issuance of restricted stock

-    

-    

-    

-    

12,058 

-    

463 

(463)

-    

-    

-    

-    

Earned portion of restricted stock

-    

-    

-    

-    

-    

-    

-    

411 

-    

-    

-    

411 

Deferred compensation outside
  directors


- -    


- -    


- -    


- -    


- -    


- -    


129 


- -    


- -    


- -    


- -    

129 

Conversion of Series C Preferred Stock
  to common stock and exercise of
  related stock warrants



- -    



- -    



(400,000)



(8,871)



310,905 





8,868 



- -    



- -    



- -    



- -    



- -    

Exercise of Series C Preferred
  Stock placement certificate


- -    


- -    


- -    


(5,031)


- -    


- -    


2,958 


- -    


- -    


- -    


- -    


(2,073)

Carrying value less than redemption
  value on redeemed partnership units


- -    


- -    


- -    


- -    


- -    


- -    


(268)


- -    


- -    


- -    


- -    


(268)

Redemption of 9.85% Series B
  Preferred Stock

(1,200,000)

  (28,585)


- -    


- -    


- -    


- -    


- -    


- -    


- -    


- -    


- -    


(28,585)

Redemption amount in excess of
  carrying value of 9.85% Series B
  Preferred Stock



- -    



- -    



- -    



- -    



- -    



- -    



- -    



- -    



(1,415)



- -    



- -    



(1,415)

Net income

-    

-    

-    

-    

-    

-    

-    

-    

32,004 

-    

-    

32,004 

Change in fair value of derivatives

-    

-    

-    

-    

-    

-    

-    

-    

-    

4,326

-    

   4,326 

Total comprehensive income

-    

-    

-    

-    

-    

-    

-    

-    

-    

-    

-    

36,330 

Dividends

             -    

            -    

           -    

          -    

             -    

          -    

            -    

          -    

    (44,271)

           -    

           -    

  (44,271)

Balance December 31, 2004

             -    

            -    

2,400,000 

  53,227

15,972,227 

       171 

 418,007 

  (1,774)

 (61,751)

(3,254)   

 (27,175)

377,451 

- 31 -

<page>

Net proceeds from issuance of stock
  through Dividend Reinvestment and
  Stock Purchase Plan



- -    



- -    



- -    



- -    



283,379 



 3 



11,929 



- -    



- -    



- -    



- -    



11,932 

Exercise of stock options

-    

-    

-    

-    

129,015 

 1 

3,238 

-    

-    

-    

-    

3,239 

Issuance of restricted stock

-    

-    

-    

-    

13,778 

-    

582 

(582)

-    

-    

-    

-    

Earned portion of restricted stock

-    

-    

-    

-    

-    

-    

-    

518 

-    

-    

-    

518 

Deferred compensation outside
  directors


- -    


- -    


- -    


- -    


- -    


- -    

125 


- -    


- -    


- -    


- -    


125 

Conversion of Series C Preferred Stock
  to common stock and exercise of
  related stock warrants



- -    


-    



(1,200,000)


(26,614)



1,164,647 



12 



32,958 



- -    


-    



- -    



- -    



6,356 

Net income

-    

-    

-    

-    

-    

-    

-    

-    

34,790 

-    

-    

34,790 

Change in fair value of derivatives

-    

-    

-    

-    

-    

-    

-    

-    

-    

4,708 

-    

   4,708 

Total comprehensive income

-    

-    

-    

-    

-    

-    

-    

-    

-    

-    

-    

39,498 

Dividends

             -    

            -    

           -    

          -    

             -    

          -    

            -    

          -    

    (45,034)

            -     

           -    

  (45,034)

Balance December 31, 2005

             -    
========

$          -    
========

1,200,000
======= 

$  26,613
=======

17,563,046 
=========

$       187 
=======

$ 466,839 
========

$  (1,838)
=======

$ (71,995)
========

$      1,454     
==========

$ (27,175)
=======

$394,085 
=======

See notes to financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

- 32 -

<page>

SOVRAN SELF STORAGE, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS

 

                      Year Ended December 31,                      

(dollars in thousands)

   2005   

   2004   

   2003   


Operating Activities

     

Net income from continuing operations

$ 34,790 

$ 30,698 

$ 27,586 

Adjustments to reconcile net income to net cash provided by operating activities:

     

Write-off of deferred financing costs

-    

-    

713 

Depreciation and amortization

22,012 

19,895 

18,687 

Equity in income of joint ventures

(202)

(207)

(186)

Minority interest

1,529 

1,542 

1,790 

Restricted stock earned

518 

411 

411 

Changes in assets and liabilities:

     

 Accounts receivable

(74)

103 

147 

 Prepaid expenses

183 

(124)

(365)

 Accounts payable and other liabilities

1,445 

1,644 

2,302 

 Deferred revenue

         33 

      (48)

     (82)

Net cash provided by operating activities

60,234 

53,914 

51,003 


Investing Activities

     

 Acquisition of storage facilities

(60,681)

(65,629)

(8,187)

 Improvements and equipment additions

(17,885)

(17,961)

(22,936)

 Net proceeds from the sale of storage facilities

-    

11,640 

-    

 (Advances to) reimbursement of advances to joint ventures

(187)

958 

(110)

 Other assets

(418)

(47)

(54)

 Receipts from related parties

         15 

          5 

        3  

Net cash used in investing activities

(79,156)

(71,034)

(31,284)


Financing Activities

     

 Net proceeds from sale of common stock

21,652 

49,125 

42,425 

 Proceeds from line of credit

56,000 

74,000 

9,000 

 Paydown of line of credit

(9,000)

(40,000)

(128,000)

 Proceeds from term notes

-    

-    

200,000 

 Paydown of term notes

-    

-    

(75,000)

 Financing costs

(352)

(735)

(2,927)

 Dividends paid - common stock

(39,773)

(36,032)

(31,750)

 Dividends paid - preferred stock

(4,123)

(7,168)

(8,818)

 Distributions from unconsolidated joint venture

490 

602 

646 

 Minority interest distributions

(2,567)

(2,422)

(2,752)

 Purchase of treasury stock

-    

-    

(3,950)

 Redemption of operating partnership units

(722)

(1,758)

(462)

 Redemption of Series B Preferred Stock

-    

(30,000)

-    

 Series C Preferred Stock placement certificate payment

-    

(5,031)

-    

 Mortgage principal and capital lease payments

        (877)

       (744)

    (1,176)

 Net cash provided by (used in) financing activities

    20,728 

       (163)

    (2,764)

 Net increase (decrease) in cash from continuing operations

      1,806 

(17,283)

16,955 

 Cash provided by discontinued operations

-    

      287 

      1,083 

 Cash at beginning of period

      3,105 

    20,101 

      2,063 

 Cash at end of period

$     4,911 
========

$     3,105 
========

$   20,101 
========


 Supplemental cash flow information

     

 Cash paid for interest

$ 19,097 

$ 17,403 

$ 13,344 

 Capital lease obligations incurred

-    

-    

 1,529 

 Capital lease obligations discharged

-    

-    

 (2,986)

 Fair value of assets assumed on the acquisition of storage facilities

167 

91 

 Fair value of liabilities assumed on the acquisition of storage facilities

4,487 

835 

217 


Dividends declared but unpaid at December 31, 2005, 2004 and 2003 were $10,801, $9,663, and $8,592, respectively.


See notes to financial statements.

- 33 -

<page>

Sovran Self Storage, Inc. - December 31, 2005

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, 2005, we owned and/or managed 285 self-storage properties under the "Uncle Bob's Self Storage" Registered trade name in 21 states.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          Basis of Presentation: All of the Company's 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; and the Company is a limited partner of the Operating Partnership, and thereby controls the operations of the Operating Partnership, holding a 97.3% ownership interest therein as of December 31, 2005. 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. We evaluate partially-owned subsidiaries and joint ventures held in partnership form in accordance with the provisions of Statement of Positions (SOP) 78-9, "Accounting for Investments in Real Estate Ventures", to determine whether the rights held by other investors constitute "important rights" as defined therein. For partially-owned subsidiaries or joint ventures held in corporate form (including limited liability companies with governance provisions that are the functional equivalent of regular corporations), we consider the guidance of SFAS No. 94 "Consolidation of All Majority-Owned Subsidiaries" and Emerging Issues Task Force (EITF) 96-16, "Investor's Accounting for an Investee When the Investor has a Majority of the Voting Interest but the Minority Shareholder or Shareholders Have Certain Approval or Veto Rights", and in particular, whether rights held by other investors would be viewed as "participation rights" as defined therein. To the extent that any minority investor has important rights in a partnership or substantive participating rights in a corporation, including substantive veto rights, the related entity will generally not be consolidated. We also consider the provisions of SFAS Interpretation No. 46(R), "Consolidation of Variable Interest Entities - An Interpretation of ARB No. 51" in evaluating whether consolidation of entities which are considered to be variable interest entities is warranted and we are the primary beneficiary of the expected losses or residual gains of such entities. Our consolidated financial statements include the accounts of the Company, the Operating Partnership, and Locke Sovran II, LLC, which is a majority controlled joint venture. All intercompany transactions and balances have been eliminated. Investments in joint ventures that are not majority owned are reported using the equity method.

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

          Revenue and Expense Recognition: Rental income is recorded when earned. Rental income received prior to the start of the rental period is included in deferred revenue. Advertising costs are expensed as incurred and for the years ended December 31, 2005, 2004, and 2003 were $0.6 million, $0.5 million, and $0.6 million, respectively.

          Other Income: Consists primarily of sales of storage-related merchandise (locks and packing supplies), management fees, insurance commissions, and incidental truck rentals.

          Investment in Storage Facilities: Storage facilities are recorded at cost. The purchase price of acquired facilities is allocated to land, building, and equipment based on the fair value of each component. Depreciation is

- 34 -

<page>

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. Repair and maintenance costs are expensed as incurred.

          Whenever events or changes in circumstances indicate that the basis of the Company's property may not be recoverable, the Company's 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, 2005 and 2004, no assets had been determined to be impaired under this policy and, accordingly, this policy had no impact on the Company's financial position or results of operations.

          Other Assets: Included in other assets are net loan acquisition costs and a note receivable. The loan acquisition costs were $4.7 million and $4.4 million at December 31, 2005, and 2004, respectively. Accumulated amortization on the loan acquisition costs was approximately $1.9 million and $1.1 million at December 31, 2005, and 2004, respectively. Loan acquisition costs are amortized over the terms of the related debt. Amortization expense was $0.8 million, $0.7 million and $0.9 million for the periods ended December 31, 2005, 2004 and 2003, respectively. 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.

          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.

          Minority Interest: The minority interest reflects the outside ownership interest of the limited partners of the Operating Partnership and the joint venture partner's interest in Locke Sovran II, LLC. Amounts allocated to these interests are reflected as an expense in the income statement and increase the minority interest in the balance sheet. Distributions to these partners reduce this balance. At December 31, 2005, Operating Partnership minority interest ownership was 479,277 Units, or 2.7%. At December 31, 2004, Operating Partnership minority interest ownership was 494,269 Units, or 3.0%.

          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. Accordingly, no provision has been made for federal income taxes in the accompanying financial statements.

          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 $39.5 million, $36.3 million and $30.9 million for the years ended December 31, 2005, 2004, and 2003, respectively.

          Derivative Financial Instruments: On January 1, 2001, the Company adopted SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended, which requires companies to carry all derivatives on the balance sheet at fair value. The Company determines the fair value of derivatives by reference to quoted market prices. 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 Company's use of derivative instruments is limited to cash flow hedges, as defined in SFAS No. 133, of certain interest rate risks.

          Recent Accounting Pronouncements: In March 2005, the FASB issued Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations. Interpretation 47 clarifies that the term conditional asset retirement obligation as used in FASB Statement No. 143, Accounting for Asset Retirement Obligations, refers to a legal

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obligation to perform an asset retirement activity in which the timing and (or) method of settlement are conditional on a future event that may or may not be within the control of the entity. However, the obligation to perform the asset retirement activity is unconditional even though uncertainty exists about the timing and (or) method of settlement.  Interpretation 47 requires that the uncertainty about the timing and (or) method of settlement of a conditional asset retirement obligation should be factored into the measurement of the liability when sufficient information exists. Interpretation 47 is effective no later than for fiscal years ending after December 15, 2005 (December 31, 2005 for the Company). The application of Interpretation 47 does not have a material impact on the Company's financial position or results of operations.

          In June 2005, the FASB ratified the EITF's consensus on Issue No. 04-5 "Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights." This consensus established the presumption that general partners in a limited partnership control that limited partnership (or similar entity like an LLC) regardless of the extent of the general partners' ownership interest in the limited partnership. The consensus further establishes that the rights of the limited partners can overcome the presumption of control by the general partners, if the limited partners have either (a) the substantive ability to dissolve (liquidate) the limited partnership or otherwise remove the general partners without cause or (b) substantive participating rights. EITF 04-5 is effective for all agreements entered into or modified after June 29, 2005.  For pre-existing agreements that are not modified, the consensus is effective as of the beginning of the first fiscal reporting period beginning after December 15, 2005.  The Company does not expect that the implementation of this standard will have a material effect on its consolidated financial position or results of operations.

          Stock-Based Compensation: On December 16, 2004, the FASB issued FASB Statement No. 123 (revised 2004), Share-Based Payment, which is a revision of FASB Statement No. 123, Accounting for Stock-Based Compensation. Statement 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and amends FASB Statement No. 95, Statement of Cash Flows. Generally, the approach in Statement 123(R) is similar to the approach described in Statement 123.  However, Statement 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. Statement 123(R) must be adopted no later than January 1, 2006.  The Company expects to adopt Statement 123(R) on January 1, 2006 using the modified prospective method in which compensation cost is based on the requirements of SFAS No. 123 (R) for all share-based payments granted after the effective date, and based on the requirements of SFAS No. 123 for all awards granted to employees prior to the effective date of SFAS 123 (R) that remain unvested on the effective date.

          As permitted by Statement 123, in 2005 and previous years the Company accounted for share-based payments to employees using Opinion 25's intrinsic value method and, as such, generally recognized no compensation cost for employee stock options when the stock option price at the grant date is equal to or greater than the fair market value of the stock at that date.  Accordingly, the adoption of Statement 123(R)'s fair value method will have an impact on the Company's result of operations, although it will have no impact on the Company's overall financial position. The impact of adoption of Statement 123(R) cannot be predicted at this time because it will depend on levels of share-based payments granted in the future.  However, had the Company adopted Statement 123(R) in prior periods, the impact of that standard would have approximated the impact of Statement 123 as described below (in thousands, except for earnings per share information):

 

 

 

 

 

 

 

 

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                   Pro Forma                   

(dollars in thousands, except per share data)

2005   

2004   

2003   

 
Net income available to common shareholders as reported


$ 30,667 


$ 23,421 


$ 19,605 

Add: Total stock-based compensation expense recorded

518 

411 

411 

Deduct: Total stock-based employee compensation expense
  determined under fair value method for all awards


       (657)


       (566)


       (611)

Pro forma net income available to common shareholders

$ 30,528 

$ 23,266 

$ 19,405 


Earnings per common share

     

   Basic - as reported

$ 1.86   

$ 1.54   

$ 1.47   

   Basic - pro forma

$ 1.85   

$ 1.53   

$ 1.45   

   Diluted - as reported

$ 1.85   

$ 1.53   

$ 1.46   

   Diluted - pro forma

$ 1.84   

$ 1.52   

$ 1.44   

          Pro forma information regarding net income and earnings per share is required by SFAS No. 123, and has been determined as if the Company had accounted for its stock options under the fair value method of SFAS No. 123. The fair value for the stock options was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions: risk-free interest rate of 4.2% for 2005, 4.4% for 2004, and 3.5% for 2003; dividend yield of 5.4% for 2005, 6.6% for 2004, and 7.0% for 2003; volatility factor of the expected market price of the Company's common stock of .20 for 2005, and .20 for 2004 and .19 for 2003; expected life of 7 years. The weighted average fair value of options granted was $5.46 in 2005, $3.53 in 2004, and $2.21 in 2003.

          The Black-Scholes options valuation model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Company's employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options. For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options' vesting period.

          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.

          Reclassification: Certain amounts from the 2004 and 2003 financial statements have been reclassified to conform to the current year presentation.

3.  EARNINGS PER SHARE

          The Company reports earnings per share data in accordance with Statement of Financial Accounting Standards No. 128, "Earnings Per Share." In computing earnings per share, the Company excludes preferred stock dividends from net income to arrive at net income available to common shareholders. The following table sets forth the computation of basic and diluted earnings per common share.

 

 

 

 

 

 

 

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                      Year Ended December 31,                  

(Amounts in thousands,
except per share data)


2005   


2004   


2003   

 

Numerator:
  Net income available to common shareholders


$ 30,667 


$ 23,421 


$ 19,605 

 

Denominator:
  Denominator for basic earnings per share - weighted
  average shares



16,506 



15,161 



13,346 

Effect of Dilutive Securities:
Stock options and warrants and unvested restricted stock


      127 


      134 


       127 

 

Denominator for diluted earnings per share - adjusted
  weighted average shares and  assumed conversion


16,633 


15,295 


13,473 

 

Basic Earnings per Common Share

$  1.86 

$  1.54 

$  1.47 

 

Diluted Earnings per Common Share

$  1.84 

$  1.53 

$  1.46 

          Potential common shares from the Series C Convertible Cumulative Preferred Stock (see Note 13) were excluded from the 2005, 2004, and 2003 diluted earnings per share calculation because their inclusion would have had an antidilutive effect on earnings per share.

4.  INVESTMENT IN STORAGE FACILITIES

          The following summarizes activity in storage facilities during the years ended December 31, 2005 and December 31, 2004. This summary excludes the effect of storage facilities presented as discontinued operations (see Note 5).

(Dollars in thousands)

2005   

2004    

 

Cost:

   

  Beginning balance

$811,516 

$727,289 

  Acquisition of storage facilities

65,001 

66,373 

  Improvements and equipment additions

18,236 

18,075 

  Dispositions

       (773)

       (221)

Ending balance

$893,980 

$811,516 

 


Accumulated Depreciation:

   

  Beginning balance

$ 109,750 

$ 90,682 

  Additions during the year

21,222 

19,175 

  Dispositions

       (422)

       (107)

Ending balance

$130,550 

$109,750 

          During 2005 the Company acquired fourteen storage facilities for $65.0 million. Substantially all of the purchase price of these facilities was allocated to land ($12.8 million), building ($51.3 million) and equipment ($0.9 million) and the operating results of the acquired facilities have been included in the Company's operations since the respective acquisition dates.

 

 

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5.  DISCONTINUED OPERATIONS

          SFAS No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets" addresses accounting for discontinued operations. The Statement requires the segregation of all disposed components of an entity with operations that (i) can be distinguished from the rest of the entity and (ii) will be eliminated from the ongoing operations of the entity in a disposal transaction.

          Based on the criteria of SFAS No. 144, five properties that were sold by the Company in 2004 required presentation as discontinued operations as of December 31, 2004. The amounts in the 2003 financial statements related to the operations and the net assets of these properties have been reclassified and are presented as discontinued operations and net assets from discontinued operations, respectively. There were no property sales in 2005.

          During 2004, the Company sold five non-strategic storage facilities located in Pennsylvania, Tennessee, Ohio, and South Carolina for net cash proceeds of $11.7 million resulting in a gain of $1.1 million. The operations of these five facilities and the gain on sale are reported as discontinued operations. The following is a summary of the amounts reported as discontinued operations:

 

                            Year Ended December 31,                  

(dollars in thousands)

2005   

2004   

2003   

 
  Total revenue


$          -     


$      544    


$   1,747    

  Property operations and maintenance expense

-     

(193)   

(476)   

  Real estate tax expense

-     

(38)   

(141)   

  Depreciation and amortization expense

-     

      (90)   

      (293)   

  Net realized gain on properties sold

          -     

    1,083    

          -     

Total income from discontinued operations

$          -     
========

$   1,306    
========

$      837    
========

6.  UNSECURED LINE OF CREDIT AND TERM NOTE

          On September 4, 2003, the Company entered into agreements relating to new unsecured credit arrangements, and received funds under those arrangements. In December 2004, the agreements were amended by increasing the line of credit availability from $75 million to $100 million (expandable to $200 million), reducing the interest rate from LIBOR plus 1.375% to LIBOR plus 0.90%, and increasing the maturity by one year to September 2007. In addition, the line of credit requires a facility fee of 0.20%. The amendment also reduced the interest rate on the $100 million term note from LIBOR plus 1.50% to LIBOR plus 1.20%, and extended the maturity by one year to September 2009. The Company also maintains a $80 million term note maturing September 2013 bearing interest at a fixed rate of 6.26% and a $20 million term note maturing September 2013 bearing interest at a variable rate equal to LIBOR plus 1.5%. The weighted average interest rate at December 31, 2005 on the Company's line of credit before the effect of interest rate swaps was approximately 5.4% (3.3% at December 31, 2004). At December 31, 2005, there was $10 million available on the revolving line of credit excluding the amount available on the expansion feature.

          In January 2006, the Company entered into a $25 million unsecured term note with a bank bearing interest at LIBOR plus 1.20% and maturing July 2006.

          The Company recorded an expense of $713,000 during 2003, representing the unamortized financing costs relating to the credit facilities that were replaced by the new credit arrangements. No such charge was incurred in 2004 or 2005.

 

 

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          The table below summarizes the Company's debt obligations and interest rate derivatives at December 31, 2005. 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.

                                       Expected Maturity Date                                

Fair    

2006

2007

2008

2009

2010

Thereafter

Total

Value  

Line of credit - variable rate LIBOR + 0.9%

-  

$90,000

-  

-  

-  

-  

$  90,000

$  90,000

Notes Payable:

Term note - variable rate LIBOR+1.20%

-  

-  

-  

$100,000

-  

-  

$100,000

$100,000

Term note - variable rate LIBOR+1.50%

-  

-  

-  

-  

-  

$  20,000

$  20,000

$  20,000

Term note - fixed rate 6.26%

-  

-  

-  

-  

-  

$  80,000

$  80,000

$  81,003

Mortgage note - fixed rate 7.19%

$ 870

$  936

$   997

$    1,081

$ 1,163

$  40,208

$  45,255

$  48,471

Mortgage note - fixed rate 5.40%

$ 120

$  126

$   133

$       141

$    149

$    3,220

$   3,889

$    3,824

Interest rate derivatives - asset

-  

-  

-  

-  

-  

-  

-  

$    1,411

7.  MORTGAGES PAYABLE

          In February 2002, the consolidated joint venture (Locke Sovran II, LLC) entered into a mortgage note of $48 million. The note is secured by the 27 properties owned by the joint venture with a carrying value of $72.9 million and $73.9 at December 31, 2005 and 2004, respectively. The 10-year mortgage bears interest at the fixed rate of 7.19%. The outstanding balance on the mortgage is $45.3 million and $46.1 million at December 31, 2005 and 2004 respectively.

          The Company assumed a 7.25% mortgage note in connection with the acquisition of a storage facility in June 2005. The mortgage was recorded at its fair value of $3.9 million based upon the estimated market rate of 5.4% as compared to the actual outstanding balance of $3.6 million. The premium of approximately $0.3 million over the principal balance of the mortgage payable will be amortized over the remaining term of the mortgage based on the effective interest method. The note is secured by the aforementioned acquired property with a carrying value of $6.1 million at December 31, 2005. The outstanding balance on the mortgage is $3.9 million at December 31, 2005.

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.

 

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          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 2005 and 2004.

          The Company has entered into five interest rate swap agreements as detailed below to effectively convert a total of $150 million of variable-rate debt to fixed-rate debt.



Notional Amount



Effective Date



Expiration Date


Fixed
  
Rate Paid


Floating Rate
Received
    

   

$50 Million

9/28/01   

10/2/06   

5.685%

1 month LIBOR

$30 Million

9/28/01   

9/30/08   

5.705%

1 month LIBOR

$50 Million

11/14/05   

9/1/09   

5.590%

1 month LIBOR

$20 Million

9/4/05   

9/4/13   

5.935%

6 month LIBOR

$50 Million - forward start

10/10/06   

9/1/09   

5.680%

1 month LIBOR

          The interest rate swap agreements are the only derivative instruments, as defined by SFAS No. 133, held by the Company. During 2005, 2004, and 2003, the net reclassification from AOCL to interest expense was $2.2 million, $4.7 million and $4.8 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 $0.5 million in 2006. 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 an asset of $1.4 million and a liability of $3.4 million at December 31, 2005, and 2004 respectively.

9.  STOCK OPTIONS

          The Company established the 2005 Award and Option Plan (the "Plan") which replaced the expiring 1995 Award and Option Plan for the purpose of attracting and retaining the Company's executive officers and other key employees. 1,500,000 shares were authorized for issuance under the Plan. The options vest ratably over four and five 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, 2005, options for 126,900 shares were outstanding under the Plan and options for 1,476,000 shares of common stock were available for future issuance.

          The Company also established the 1995 Outside Directors' Stock Option Plan (the Non-employee 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, effective in 2004 each outside director receives restricted shares annually equal to 80% of the annual fees paid to them. During 2005, 1,756 restricted shares were issued to outside directors. Such restricted 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, 2005, options for 16,000 common shares and restricted shares of 4,112 were outstanding under the Non-employee Plan and options for 28,388 shares of common stock were available for future issuance.

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          The Company has also issued 154,064 shares of restricted stock to employees which vest over four to nine year periods. The fair market value of the restricted stock on the date of grant ranged from $20.38 to $41.75. During 2005, 12,022 shares of restricted stock were issued to employees with a fair value of $502,000. The Company charges unearned restricted stock, a component of shareholders' equity, for the market value of shares as they are issued. The unearned portion is then amortized and charged to expense over the vesting period.

          A summary of the Company's stock option activity and related information for the years ended December 31 follows:

 

2005

2004

2003

 
 




Options 

Weighted
average 
exercise 
price    




Options 

Weighted
average 
exercise 
price    




Options 

Weighted
average 
exercise 
price    

 

Outstanding at beginning
  of year:


247,415 


$   27.00 


443,665 


$   24.71 


734,775 


$   23.08 

             

Granted

38,000 

45.26 

38,000 

37.43 

32,000 

30.42 

Exercised

(129,015)

25.11 

(225,750)

24.18 

(323,110)

23.92 

Forfeited

   (13,500)

     36.39 

    (8,500)

     29.12 

          -    

         -    

 

Outstanding at end of year

142,900 

$    32.68 

247,415 

$    27.00 

443,665 

$    24.71 

 

Exercisable at end of year

72,650 

$    27.26 

91,940 

$    25.25 

174,415 

$    26.27 

 

          At December 31, 2005, there were 48,900 options outstanding at exercise prices ranging from $19.06 to $29.99 and 94,000 options outstanding at exercise prices ranging from $30.00 to $47.45. The weighted average remaining contractual life of those options is 7.27 years. As disclosed further in Note 13, warrants to purchase 357,500 common shares of the Company at a price of $32.60 per share were exercised in 2005.

10.  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 50% of the first 4% of gross wages that the employee contributes. Total expense to the Company was approximately $149,000, $125,000, and $119,000 for the years ended December 31, 2005, 2004 and 2003, respectively.

11.  SHAREHOLDER RIGHTS PLAN

          In November 1996, the Company adopted a Shareholder Rights Plan and declared a dividend distribution of one Right for each outstanding share of common stock. Under certain conditions, each Right may be exercised to purchase one one-thousandth of a share of Series A Junior Participating Preferred Stock at a purchase price of $75, subject to adjustment. The Rights will be exercisable only if a person or group has acquired 10% or more of the outstanding shares of common stock, or following the commencement of a tender or exchange offer for 10% or more of such outstanding shares of the Company's common stock. If a person or group acquires more than 10% of the then outstanding shares of the Company's common stock, each Right will entitle its holder to receive, upon exercise, common stock having a value equal to two times the exercise price of the Right. In addition, if the Company is acquired in a merger or other business combination transaction, each Right will entitle its holder to purchase that number of the acquiring Company's common shares having a market value of twice the Right's exercise price. The Company will be entitled to redeem the Rights at $.01 per Right at any time prior to the earlier of

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the expiration of the Rights in November 2006 or the time that a person has acquired a 10% position. The Rights do not have voting or dividend rights, and until they become exercisable, have no dilutive effect on the Company's earnings.

12.  INVESTMENT IN JOINT VENTURES

          Investment in joint ventures includes an ownership interest in Locke Sovran I, LLC, which owns 11 self-storage facilities throughout the United States, and an ownership interest in Iskalo Office Holdings, LLC, which owns the building that houses the Company's headquarters and other tenants.

          In December 2000, the Company contributed seven self-storage properties to Locke Sovran I, LLC with a fair market value of $19.8 million, in exchange for a $15 million 1 year note receivable bearing interest at LIBOR plus 1.75% which was repaid in 2001, and a 45% interest in Locke Sovran I, LLC. This transaction resulted in a gain on the disposal of the properties of approximately $4.3 million; $1.9 million of this gain was deferred as a result of the Company's continuing ownership interest in Locke Sovran I, LLC, as such the initial investment, including cash funding, was recorded at $3.1 million. The deferred gain is being amortized over the life of the properties, consistent with the depreciation expense recorded by Locke Sovran I, LLC. For the years ended December 31, 2005 and 2004, the Company's share of Locke Sovran I, LLC's income was $171,000 and $141,000, respectively, and the amortization of the deferred gain was $40,000, each of which are recorded as equity in income of joint ventures on the consolidated statements of operations. The Company manages the storage facilities for Locke Sovran I, LLC and received fees of $332,000, $322,000, and $311,000, for the years ended 2005, 2004, and 2003, respectively.

          The Company also has a 49% ownership interest in Iskalo Office Holdings, LLC at December 31, 2005. During 2004, Iskalo Office Holdings obtained long-term financing and used the proceeds to repay the note payable to the Company of $1.1 million. The Company's remaining investment includes a capital contribution of $49. For the years ended December 31, 2005 and 2004, the Company's share of Iskalo Office Holdings, LLC's (loss) income was ($8,000) and $27,000, respectively. The Company paid rent to Iskalo Office Holdings, LLC of $445,000 in 2005 and $426,000 in 2004, and $393,000 in 2003. Future minimum lease payments under the lease are $0.5 million per year through 2009. Also, the Company purchased land from Iskalo Office Holdings, LLC for $0.4 million and $1.2 million in 2004 and 2003, respectively.

          A summary of the unconsolidated joint ventures' financial statements as of and for the year ended December 31, 2005 is as follows:

(dollars in thousands)

Locke Sovran I,
        LLC        

Iskalo Office 
Holdings, LLC

Balance Sheet Data:

   

Investment in storage facilities, net

$ 38,226     

$           -     

Investment in office building

-     

6,057     

Other assets

     1,398     

         626     

  Total Assets

$ 39,624     
=======     

$    6,683     
=======     


Due to the Company


$   2,780     


$            -     

Mortgage payable

29,463     

7,522     

Other liabilities

        704     

        350     

  Total Liabilities

32,947     

7,872     


Unaffiliated partners' equity (deficiency)


3,609     


(688)    

Company equity (deficiency)

      3,068     

      (501)    

  Total Liabilities and Partners' Equity (deficiency)

$  39,624     
=======     

$   6,683     
=======     

- 43 -

<page>


Income Statement Data:

   

Total revenues

$    6,648     

$    1,137     

Total expenses

      6,268     

      1,154     

  Net income (loss)

$       380     
=======     

$        (17)    
=======     

     

          The Company does not guarantee the debt of Locke Sovran I, LLC or Iskalo Office Holdings, LLC.

13.  PREFERRED STOCK

Series A

          The Company has authorized 10,000,000 shares of preferred stock, of which 250,000 shares have been designated as Series A Junior Participating Cumulative Preferred Stock with a $.01 par value. Upon issuance pursuant to the Shareholder Rights Plan (see note 11), the Series A Junior Preferred Stock will have certain voting, dividend and liquidation preferences over common stock, as described in the Form 8-K filed December 3, 1996.

Series B

          On July 30, 1999, the Company issued 1,200,000 shares of 9.85% Series B Cumulative Redeemable Preferred Stock. The offering price was $25 per share resulting in net proceeds of $28.6 million after expenses. On August 2, 2004, the Company redeemed all 1,200,000 outstanding shares of its 9.85% Series B Cumulative Preferred Stock for $30 million plus accrued but unpaid dividends on those shares. The excess of the redemption amount over the carrying value of the Series B Preferred Stock was $1.4 million and has been shown as a reduction in 2004 net income available to common shareholders in accordance with EITF Abstract Topic D-42, "The Effect on the Calculation of Earnings per Share for the Redemption or Induced Conversion of Preferred Stock."

Series C

          On July 3, 2002, the Company entered into an agreement providing for the issuance of 2,800,000 shares of 8.375% Series C Convertible Cumulative Preferred Stock ("Series C Preferred") in a privately negotiated transaction. The Company immediately issued 1,600,000 shares of the Series C Preferred and issued the remaining 1,200,000 shares on November 27, 2002. The offering price was $25.00 per share resulting in net proceeds for the Series C Preferred and related common stock warrants of $67.9 million after expenses. During 2005, the Company issued 920,244 shares of its common stock in connection with a written notice from one of the holders of the Series C Preferred Stock requesting the conversion of 1,200,000 shares of Series C Preferred Stock into common stock. In 2004, the Company issued 306,748 shares of its common stock in connection the conversion of 400,000 shares of Series C Preferred Stock into common stock. All converted shares of Series C Preferred Stock were retired leaving 1,200,000 shares outstanding at December 31, 2005.

          The Series C Preferred has a fixed annual dividend rate equal to the greater of 8.375% or the actual dividend paid on the number of the Company's common shares into which the Series C Preferred is convertible. The Series C Preferred is convertible at a ratio of .76687 common shares for each Series C Preferred share and can be redeemed at the Company's option on or after November 30, 2007 at $25.00 per share ($30,000,000 aggregate at December 31, 2005) plus accrued and unpaid dividends. Dividends on the Series C Preferred are cumulative from the date of original issue and are payable quarterly in arrears on the last day of each March, June, September, and December at a rate of $2.09375 per annum per share.

          Holders of the Series C Preferred generally have no voting rights. However, if the Company does not pay dividends on the Series C Preferred shares for six or more quarterly periods (whether or not consecutive), the holders of the shares, voting as a class with the holders of any other class or series of stock with similar voting rights, will be entitled to vote for the election of two additional directors to serve on the Board of Directors until the Series C Preferred dividends are paid.

 

- 44 -

<page>

          In addition, the Company issued warrants to the Series C Preferred investors to purchase 379,166 common shares of the Company at a price of $32.60 per share that expire November 30, 2007. Using the Black-Scholes method, the warrants had a fair value at the issue date of $1.97 per common share covered by the warrants. During 2005 and 2004 respectively, warrants for 357,500 and 21,666 were exercised leaving none remaining at December 31, 2005. Also, an entity related to one of the investors received a placement certificate that entitles it to receive cash from the Company in the amount of 650,000 multiplied by the excess of the fair market value of the Company's common stock over $32.60 on the date the certificate is exercised. The placement certificate was exercised in 2004, resulting in a $5 million payment by the Company.

14.  SUPPLEMENTARY QUARTERLY FINANCIAL DATA (UNAUDITED)

          The following is a summary of quarterly results of operations for the years ended December 31, 2005 and 2004 (dollars in thousands, except per share data).

 

2005 Quarter Ended

 

March 31

June 30

Sept. 30  

Dec. 31  

   

Operating revenue

$ 32,149 

$ 34,007 

$ 36,003 

$ 36,147 

Income from continuing operations

$   7,768 

$   8,878 

$   9,611 

$   8,533 

Net Income

$   7,768 

$   8,878 

$   9,611 

$   8,533 

Net income available to common
  shareholders


$   6,512 


$   7,622 


$   8,628 


$   7,905 

Net Income Per Common Share

       

  Basic

$     0.41 

$     0.47 

$     0.52 

$     0.46 

  Diluted

$     0.40 

$     0.47 

$     0.52 

$     0.46 

   
 

2004 Quarter Ended

 

March 31

June 30

Sept. 30  

Dec. 31  

   

Operating revenue (a)

$ 28,504 

$ 30,214 

$ 32,421 

$ 32,146 

Income from continuing operations (a)

$   6,822 

$   8,012 

$   7,899 

$   7,962 

Income from discontinued operations(a)

$      753 

$        42 

$      513 

$           - 

Net Income

$   7,575 

$   8,054 

$   8,412 

$   7,962 

Net income available to common
  shareholders


$   5,371 


$   5,850 


$   5,494 


$   6,706 

Net Income Per Common Share

       

  Basic

$     0.37 

$     0.39 

$     0.36 

$     0.42 

  Diluted

$     0.37 

$     0.39 

$     0.35 

$     0.42 

(a) The 2004 figures as presented in this table differ from the amounts as presented in the Company's quarterly reports due to the impact of discontinued operations accounting with respect to the five stores sold in 2004 as described in Note 5.

15.  COMMITMENTS AND CONTINGENCIES

          The Company's current practice is to conduct environmental investigations in connection with property acquisitions. At this time, the Company is not aware of any environmental contamination of any of its facilities that individually or in the aggregate would be material to the Company's overall business, financial condition, or results of operations.

          At December 31, 2005, the Company was in negotiations to acquire eleven stores for approximately $33 million. Five of these stores were purchased in January and February of 2006 for $18.9 million.

- 45 -

<page>

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, 2005. There have not been changes in the Company's internal controls or in other factors that could significantly affect these controls during the quarter ended December 31, 2005.

Management's 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, 2005. 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 company's 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, 2005 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, 2005 based on the criteria in Internal Control-Integrated Framework issued by COSO.

          Our management's assessment of the effectiveness of our internal control over financial reporting as of December 31, 2005 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which appears herein.

/S/    Robert J. Attea
Chief Executive Officer

 

/S/    David L. Rogers
Chief Financial Officer

     

 

 

 

 

 

 

 

 

- 46 -

<page>

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of Sovran Self Storage, Inc.

          We have audited management's assessment, included in the accompanying Management's Report on Internal Control Over Financial Reporting, that Sovran Self Storage, Inc. maintained effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control-Integrated 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. Our responsibility is to express an opinion on management's assessment and an opinion on the effectiveness of the company's 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, evaluating management's assessment, testing and evaluating the design and operating effectiveness of internal control, 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 company's 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 company's 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 company's 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, management's assessment that Sovran Self Storage, Inc. maintained effective internal control over financial reporting as of December 31, 2005, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, Sovran Self Storage, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2005, 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, 2005 and 2004, and the related consolidated statements of operations, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2005 of Sovran Self Storage, Inc. and our report dated February 21, 2006 expressed an unqualified opinion thereon.



Buffalo, New York
February 21, 2006

/s/ Ernst & Young LLP

- 47 -

<page>

Part III

Item 10.

Directors and Executive Officers of the Registrant

          The information contained in the Proxy Statement for the Annual Meeting of Shareholders of the Company to be held on May 18, 2006, 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 "Compensation of Directors" in the Company's Proxy Statement for the Annual Meeting of Shareholders of the Company to be held on May 18, 2006.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

          The information required herein is incorporated by reference to "Security Ownership of Certain Beneficial Owners and Management" in the Proxy Statement for the Annual Meeting of Shareholders of the Company to be held on May 18, 2006.

Item 13.

Certain Relationships and Related Transactions

          The information required herein is incorporated by reference to "Certain Transactions" in the Company's Proxy Statement for the Annual Meeting of Shareholders to be held on May 18, 2006.

Item 14.

Principal Accountant Fees and Services

          The information required herein is incorporated by reference to "Appointment of Independent Accountants" in the Company's Proxy Statement for the Annual Meeting of Shareholders to be held on May 18, 2006.

Part IV

Item 15.

Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(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, 2005 and 2004.

 

(ii)

Consolidated Statements of Operations for Years Ended December 31, 2005, 2004, and 2003.

 

(iii)

Consolidated Statements of Shareholders' Equity for Years Ended December 31, 2005, 2004, and 2003.

 

(iv)

Consolidated Statements of Cash Flows for Years Ended December 31, 2005, 2004, and 2003.

 

(v)

Notes to Consolidated Financial Statements.


2.


The following financial statement Schedule as of the period ended December 31, 2005 is included in this Annual Report on Form 10-K.

Schedule III Real Estate and Accumulated Depreciation.

- 48 -

<page>

          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(a)*

Amended and Restated Articles of Incorporation of the Registrant.

   

3.1(b)*

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 Registrant's Form 8-A filed December 3, 1996.)

   


3.1(c)*


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 1.6 to Registrant's Form 8-A filed July 29, 1999.)


3.2**


Bylaws of the Registrant.

   

4.1*

Shareholder Rights Plan. (Incorporated by reference to Exhibit 4.1 to the Registrant's Form 8-A filed December 3, 1996.)


4.2**


Amendment No. 1 to Shareholders Rights Plan.


4.3**


Form of Investment Warrant Certificate.


10.1


Agreement of Limited Partnership of Sovran Acquisition Limited Partnership, as amended. (Incorporated by reference to Exhibit 3.1 of the General Form of Registration of Securities of the Partnership on Form 10.)

   

10.2*

Form of Non-competition Agreement between the Registrant and Charles E. Lannon.

   

10.3*

Form of Non-competition Agreement between the Registrant and Robert J. Attea.

   

10.4*

Form of Non-competition Agreement between the Registrant and Kenneth F. Myszka.

   

10.5*

Form of Non-competition Agreement between the Registrant and David L. Rogers.

   

10.6

Sovran Self Storage, Inc. 2005 Award and Option Plan, as Amended. (Incorporated by reference to the Registrant's Proxy Statement filed April 11, 2005.)

   

10.7

Sovran Self Storage, Inc. 1995 Outside Directors' Stock Option Plan, as Amended. (Incorporated by reference to the same numbered exhibit to the Registrant's Proxy Statement field April 8, 2004.)

   

10.8*

Sovran Self Storage Incentive Compensation Plan for Executive Officer.

   

10.10*

Form of Supplemental Representations, Warranties and Indemnification Agreement among the Registrant and Robert J. Attea, Charles E. Lannon, Kenneth F. Myszka and David L. Rogers.

   

10.11*

Form of Pledge Agreement among the Registrant and Robert J. Attea, Charles E. Lannon, Kenneth F. Myszka and David L. Rogers.

- 49 -

<page>

   

10.12*

Form of Indemnification Agreement between the Registrant and certain Officers and Directors of the Registrant.

   

10.13*

Form of Subscription Agreement (including Registration Rights Statement) among the Registrant and subscribers for 422,171 Common Shares.

   

10.14*

Form of Registration Rights and Lock-Up Agreement among the Registrant and Robert J. Attea, Charles E. Lannon, Kenneth F. Myszka and David L. Rogers.

   

10.16****

Employment Agreement between the Registrant and Robert J. Attea.

   

10.17****

Employment Agreement between the Registrant and Kenneth F. Myszka.

   

10.18****

Employment Agreement between the Registrant and David L. Rogers.


10.19**


Securities Purchase Agreement among Registrant, Sovran Acquisition Limited Partnership, The Prudential Insurance Company of America, Teachers Insurance and Annuity Association of America and other institutional investors.


10.20**


Amendments to Agreement of Limited Partnership of Sovran Acquisition Limited Partnership.


10.21**


Registration Rights Agreement.


10.22


Promissory Note between Locke Sovran II, LLC and PNC Bank, National Association. (Incorporated by reference to the same numbered exhibit to Registrant's Form 10-K filed March 27, 2003.)


10.23 *****


Second Amended and Restated Revolving Credit and Term Loan Agreement among Registrant, the Partnership, Fleet National Bank and other lenders named therein.


10.24 ***


Note Purchase Agreement among Registrant, the Partnership and the purchaser named therein.


12.1


Statement Re: Computation of Earnings to Fixed Charges.

   

21

Subsidiary of the Company. The Company's only subsidiary is Sovran Holdings, Inc.

   

23

Consent of Independent Registered Public Accounting Firm.


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


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.

   

*

Incorporated by reference to the same numbered exhibits as filed in the Company's Registration Statement on Form S-11 (File No. 33-91422) filed June 19, 1995.

- 50 -

 

 

<page>


**


Incorporated by reference to the same numbered exhibits as filed in the Company's Current Report on Form 8-K, filed July 12, 2002.


***


Incorporated by reference to the same numbered exhibits as filed in the Company's Quarterly Report on Form 10-Q, filed November 12, 2003.


****


Incorporated by reference to exhibits 10.19 to 10.21 as filed in the Company's Annual Report on Form 10-K/A, filed June 27, 2002.


*****


Incorporated by reference to Exhibit 10.25 filed in the Company's Current report on Form 8-K, filed December 21, 2004.



(b)


Reports on Form 8-K:
The Company filed a Current Report on Form 8-K dated November 1, 2005, attaching a press release announcing earnings for the quarter ended September 30, 2005.




The Company filed a Current Report on Form 8-K dated November 3, 2005, related to the conversion of 262,350 shares of the Company's Series C Convertible Cumulative Preferred Stock into 201,188 shares of the Company's common stock.




The Company filed a Current Report on Form 8-K dated November 15, 2005, related to the conversion of 577,650 shares of the Company's Series C Convertible Cumulative Preferred Stock into 442,982 shares of the Company's common stock.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

- 51 -

<page>

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.




March 13, 2006

SOVRAN SELF STORAGE, INC.


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               
   Robert J. Attea


Chairman of the Board of Directors
Chief Executive Officer and Director
(Principal Executive Officer)


March 13, 2006


  /s/ Kenneth F. Myszka       
   Kenneth F. Myszka


President, Chief Operating
Officer and Director


March 13, 2006


  /s/ David L. Rogers           
   David L. Rogers


Chief Financial Officer (Principal
Financial and Accounting Officer)


March 13, 2006


  /s/ John Burns                   
   John Burns


Director


March 13, 2006


  /s/ Michael A. Elia           
   Michael A. Elia


Director


March 13, 2006


  /s/ Anthony P. Gammie   
   Anthony P. Gammie


Director


March 13, 2006


  /s/ Charles E. Lannon       
   Charles E. Lannon


Director


March 13, 2006

 

 

 

 

 

 

 

 

 

 

 

- 52 -

<page>

Sovran Self Storage, Inc.

Schedule III

Combined Real Estate and Accumulated Depreciation

(in thousands)

December 31, 2005

Cost

Capitalized

Subsequent to

Gross Amount at Which

Initial Cost to Company

Acquisition

Carried at Close of Period

Life on which

Building,

Building,

depreciation

Equipment

Building,

Equipment

in latest

Encum-

and

Equipment and

and

Accumulated

Date of

Date

income statement

Description

State

brance

Land

Improvements

Improvements

Land

Improvements

Total

Depreciation

Construction

Acquired

is computed

Boston-Metro I

MA

$363

$1,679

$337

$363

$2,016

$2,379

$530

1980

6/26/1995

5 to 40 years

Boston-Metro II

MA

680

1,616

301

680

1,917

2,597

505

1986

6/26/1995

5 to 40 years

E. Providence

RI

345

1,268

273

345

1,541

1,886

415

1984

6/26/1995

5 to 40 years

Charleston l

SC

416

1,516

385

416

1,901

2,317

518

1985

6/26/1995

5 to 40 years

Lakeland I

FL

397

1,424

272

397

1,696

2,093

465

1985

6/26/1995

5 to 40 years

Charlotte

NC

308

1,102

437

308

1,539

1,847

400

1986

6/26/1995

5 to 40 years

Tallahassee I

FL

770

2,734

1,779

770

4,513

5,283

1,082

1973

6/26/1995

5 to 40 years

Youngstown

OH

239

1,110

385

239

1,495

1,734

425

1980

6/26/1995

5 to 40 years

Cleveland-Metro II

OH

701

1,659

580

701

2,239

2,940

552

1987

6/26/1995

5 to 40 years

Tallahassee II

FL

204

734

793

204

1,527

1,731

339

1975

6/26/1995

5 to 40 years

Pt. St. Lucie

FL

395

1,501

401

395

1,902

2,297

558

1985

6/26/1995

5 to 40 years

Deltona

FL

483

1,752

681

483

2,433

2,916

609

1984

6/26/1995

5 to 40 years

Middletown

NY

224

808

720

224

1,528

1,752

396

1988

6/26/1995

5 to 40 years

Buffalo I

NY

423

1,531

1,470

497

2,927

3,424

737

1981

6/26/1995

5 to 40 years

Rochester I

NY

395

1,404

223

395

1,627

2,022

439

1981

6/26/1995

5 to 40 years

Salisbury

MD

164

760

333

164

1,093

1,257

275

1979

6/26/1995

5 to 40 years

New Bedford

MA

367

1,325

350

367

1,675

2,042

495

1982

6/26/1995

5 to 40 years

Fayetteville

NC

853

3,057

446

853

3,503

4,356

897

1980

6/26/1995

5 to 40 years

Jacksonville I

FL

152

728

309

152

1,037

1,189

316

1985

6/26/1995

5 to 40 years

Columbia I

SC

268

1,248

298

268

1,546

1,814

461

1985

6/26/1995

5 to 40 years

Rochester II

NY

230

847

285

234

1,128

1,362

300

1980

6/26/1995

5 to 40 years

- 53 -

<page>

Savannah l

GA

463

1,684

1,737

816

3,068

3,884

733

1981

6/26/1995

5 to 40 years

Greensboro

NC

444

1,613

435

444

2,048

2,492

594

1986

6/26/1995

5 to 40 years

Raleigh I

NC

649

2,329

623

649

2,952

3,601

779

1985

6/26/1995

5 to 40 years

New Haven

CT

387

1,402

609

387

2,011

2,398

467

1985

6/26/1995

5 to 40 years

Atlanta-Metro I

GA

844

2,021

583

844

2,604

3,448

659

1988

6/26/1995

5 to 40 years

Atlanta-Metro II

GA

302

1,103

240

303

1,342

1,645

402

1988

6/26/1995

5 to 40 years

Buffalo II

NY

315

745

1,034

315

1,779

2,094

335

1984

6/26/1995

5 to 40 years

Raleigh II

NC

321

1,150

339

321

1,489

1,810

401

1985

6/26/1995

5 to 40 years

Columbia II

SC

361

1,331

393

374

1,711

2,085

467

1987

6/26/1995

5 to 40 years

Columbia III

SC

189

719

592

189

1,311

1,500

334

1989

6/26/1995

5 to 40 years

Columbia IV

SC

488

1,188

339

488

1,527

2,015

441

1986

6/26/1995

5 to 40 years

Atlanta-Metro III

GA

430

1,579

279

430

1,858

2,288

547

1988

6/26/1995

5 to 40 years

Orlando I

FL

513

1,930

366

513

2,296

2,809

655

1988

6/26/1995

5 to 40 years

Sharon

PA

194

912

315

194

1,227

1,421

332

1975

6/26/1995

5 to 40 years

Ft. Lauderdale

FL

1,503

3,619

574

1,503

4,193

5,696

1,159

1985

6/26/1995

5 to 40 years

West Palm l

FL

398

1,035

177

398

1,212

1,610

382

1985

6/26/1995

5 to 40 years

Atlanta-Metro IV

GA

423

1,015

324

424

1,338

1,762

376

1989

6/26/1995

5 to 40 years

Atlanta-Metro V

GA

483

1,166

215

483

1,381

1,864

404

1988

6/26/1995

5 to 40 years

Atlanta-Metro VI

GA

308

1,116

362

308

1,478

1,786

456

1986

6/26/1995

5 to 40 years

Atlanta-Metro VII

GA

170

786

338

174

1,120

1,294

334

1981

6/26/1995

5 to 40 years

Atlanta-Metro VIII

GA

413

999

495

413

1,494

1,907

447

1975

6/26/1995

5 to 40 years

Baltimore I

MD

154

555

1,218

306

1,621

1,927

258

1984

6/26/1995

5 to 40 years

Baltimore II

MD

479

1,742

954

479

2,696

3,175

625

1988

6/26/1995

5 to 40 years

Augusta I

GA

357

1,296

426

357

1,722

2,079

466

1988

6/26/1995

5 to 40 years

Macon I

GA

231

1,081

326

231

1,407

1,638

379

1989

6/26/1995

5 to 40 years

Melbourne I

FL

883

2,104

1,413

883

3,517

4,400

855

1986

6/26/1995

5 to 40 years

Newport News

VA

316

1,471

619

316

2,090

2,406

560

1988

6/26/1995

5 to 40 years

Pensacola I

FL

632

2,962

809

651

3,752

4,403

1,058

1983

6/26/1995

5 to 40 years

Augusta II

GA

315

1,139

440

315

1,579

1,894

418

1987

6/26/1995

5 to 40 years

Hartford-Metro I

CT

715

1,695

605

715

2,300

3,015

559

1988

6/26/1995

5 to 40 years

Atlanta-Metro IX

GA

304

1,118

562

304

1,680

1,984

451

1988

6/26/1995

5 to 40 years

 

- 54 -

<page>

Alexandria

VA

1,375

3,220

966

1,376

4,185

5,561

1,070

1984

6/26/1995

5 to 40 years

Pensacola II

FL

244

901

309

244

1,210

1,454

387

1986

6/26/1995

5 to 40 years

Melbourne II

FL

834

2,066

1,002

1,591

2,311

3,902

716

1986

6/26/1995

5 to 40 years

Hartford-Metro II

CT

234

861

1,659

612

2,142

2,754

375

1992

6/26/1995

5 to 40 years

Atlanta-Metro X

GA

256

1,244

1,011

256

2,255

2,511

485

1988

6/26/1995

5 to 40 years

Norfolk I

VA

313

1,462

674

313

2,136

2,449

547

1984

6/26/1995

5 to 40 years

Norfolk II

VA

278

1,004

223

278

1,227

1,505

380

1989

6/26/1995

5 to 40 years

Birmingham I

AL

307

1,415

368

307

1,783

2,090

492

1990

6/26/1995

5 to 40 years

Birmingham II

AL

730

1,725

441

730

2,166

2,896

610

1990

6/26/1995

5 to 40 years

Montgomery l

AL

863

2,041

513

863

2,554

3,417

686

1982

6/26/1995

5 to 40 years

Jacksonville II

FL

326

1,515

291

326

1,806

2,132

488

1987

6/26/1995

5 to 40 years

Pensacola III

FL

369

1,358

1,518

369

2,876

3,245

612

1986

6/26/1995

5 to 40 years

Pensacola IV

FL

244

1,128

625

719

1,278

1,997

388

1990

6/26/1995

5 to 40 years

Pensacola V

FL

226

1,046

464

226

1,510

1,736

421

1990

6/26/1995

5 to 40 years

Tampa I

FL

1,088

2,597

790

1,088

3,387

4,475

919

1989

6/26/1995

5 to 40 years

Tampa II

FL

526

1,958

574

526

2,532

3,058

722

1985

6/26/1995

5 to 40 years

Tampa III

FL

672

2,439

468

672

2,907

3,579

792

1988

6/26/1995

5 to 40 years

Jackson I

MS

343

1,580

253

343

1,833

2,176

524

1990

6/26/1995

5 to 40 years

Jackson II

MS

209

964

512

209

1,476

1,685

428

1990

6/26/1995

5 to 40 years

Richmond

VA

443

1,602

595

443

2,197

2,640

579

1987

8/25/1995

5 to 40 years

Orlando II

FL

1,161

2,755

798

1,162

3,552

4,714

934

1986

9/29/1995

5 to 40 years

Birmingham III

AL

424

1,506

534

424

2,040

2,464

633

1970

1/16/1996

5 to 40 years

Macon II

GA

431

1,567

583

431

2,150

2,581

528

1989/94

12/1/1995

5 to 40 years

Harrisburg I

PA

360

1,641

383

360

2,024

2,384

545

1983

12/29/1995

5 to 40 years

Harrisburg II

PA

(1)

627

2,224

595

648

2,798

3,446

695

1985

12/29/1995

5 to 40 years

Syracuse I

NY

470

1,712

1,127

472

2,837

3,309

562

1987

12/27/1995

5 to 40 years

Ft. Myers

FL

205

912

172

206

1,083

1,289

389

1988

12/28/1995

5 to 40 years

Ft. Myers II

FL

412

1,703

355

413

2,057

2,470

694

1991/94

12/28/1995

5 to 40 years

Newport News II

VA

442

1,592

219

442

1,811

2,253

467

1988/93

1/5/1996

5 to 40 years

Montgomery II

AL

353

1,299

241

353

1,540

1,893

441

1984

1/23/1996

5 to 40 years

Charleston II

SC

237

858

372

232

1,235

1,467

348

1985

3/1/1996

5 to 40 years

Tampa IV

FL

766

1,800

588

766

2,388

3,154

551

1985

3/28/1996

5 to 40 years

- 55 -

<page>

Arlington I

TX

442

1,767

245

442

2,012

2,454

501

1987

3/29/1996

5 to 40 years

Arlington II

TX

408

1,662

498

408

2,160

2,568

585

1986

3/29/1996

5 to 40 years

Ft. Worth

TX

328

1,324

221

328

1,545

1,873

393

1986

3/29/1996

5 to 40 years

San Antonio I

TX

436

1,759

1,013

436

2,772

3,208

610

1986

3/29/1996

5 to 40 years

San Antonio II

TX

289

1,161

340

289

1,501

1,790

412

1986

3/29/1996

5 to 40 years

Syracuse II

NY

481

1,559

2,070

671

3,439

4,110

590

1983

6/5/1996

5 to 40 years

Montgomery III

AL

279

1,014

977

433

1,837

2,270

379

1988

5/21/1996

5 to 40 years

West Palm II

FL

345

1,262

230

345

1,492

1,837

387

1986

5/29/1996

5 to 40 years

Ft. Myers III

FL

229

884

279

229

1,163

1,392

276

1986

5/29/1996

5 to 40 years

Pittsburgh

PA

545

1,940

361

545

2,301

2,846

542

1990

6/19/1996

5 to 40 years

Lakeland II

FL

359

1,287

969

359

2,256

2,615

528

1988

6/26/1996

5 to 40 years

Springfield

MA

251

917

2,053

297

2,924

3,221

524

1986

6/28/1996

5 to 40 years

Ft. Myers IV

FL

344

1,254

214

310

1,502

1,812

380

1987

6/28/1996

5 to 40 years

Baltimore III

MD

777

2,770

196

777

2,966

3,743

708

1990

7/26/1996

5 to 40 years

Jacksonville III

FL

568

2,028

841

568

2,869

3,437

673

1987

8/23/1996

5 to 40 years

Jacksonville IV

FL

436

1,635

418

436

2,053

2,489

539

1985

8/26/1996

5 to 40 years

Pittsburgh II

PA

627

2,257

846

631

3,099

3,730

786

1983

8/28/1996

5 to 40 years

Jacksonville V

FL

535

2,033

232

538

2,262

2,800

628

1987/92

8/30/1996

5 to 40 years

Charlotte II

NC

487

1,754

289

487

2,043

2,530

446

1995

9/16/1996

5 to 40 years

Charlotte III

NC

315

1,131

249

315

1,380

1,695

319

1995

9/16/1996

5 to 40 years

Orlando III

FL

314

1,113

717

314

1,830

2,144

424

1975

10/30/1996

5 to 40 years

Rochester III

NY

704

2,496

817

707

3,310

4,017

640

1990

12/20/1996

5 to 40 years

Youngstown ll

OH

600

2,142

309

600

2,451

3,051

539

1988

1/10/1997

5 to 40 years

Cleveland lll

OH

751

2,676

1,356

751

4,032

4,783

783

1986

1/10/1997

5 to 40 years

Cleveland lV

OH

725

2,586

963

725

3,549

4,274

765

1978

1/10/1997

5 to 40 years

Cleveland V

OH

(1)

637

2,918

849

641

3,763

4,404

951

1979

1/10/1997

5 to 40 years

Cleveland Vl

OH

495

1,781

557

495

2,338

2,833

521

1979

1/10/1997

5 to 40 years

Cleveland Vll

OH

761

2,714

779

761

3,493

4,254

814

1977

1/10/1997

5 to 40 years

Cleveland Vlll

OH

418

1,921

1,327

418

3,248

3,666

694

1970

1/10/1997

5 to 40 years

Cleveland lX

OH

606

2,164

383

606

2,547

3,153

583

1982

1/10/1997

5 to 40 years

Grand Rapids ll

MI

219

790

703

219

1,493

1,712

331

1983

1/17/1997

5 to 40 years

 

- 56 -

<page>

Holland

MI

451

1,830

1,126

451

2,956

3,407

723

1978

1/17/1997

5 to 40 years

San Antonio lll

TX

(1)

474

1,686

166

474

1,852

2,326

420

1981

1/30/1997

5 to 40 years

Universal

TX

346

1,236

182

346

1,418

1,764

331

1985

1/30/1997

5 to 40 years

San Antonio lV

TX

432

1,560

1,453

432

3,013

3,445

534

1995

1/30/1997

5 to 40 years

Houston-Eastex

TX

634

2,565

1,066

634

3,631

4,265

702

1993/95

3/26/1997

5 to 40 years

Houston-Nederland

TX

566

2,279

209

566

2,488

3,054

548

1995

3/26/1997

5 to 40 years

Houston-College

TX

293

1,357

240

293

1,597

1,890

360

1995

3/26/1997

5 to 40 years

Lynchburg-Lakeside

VA

335

1,342

861

335

2,203

2,538

442

1982

3/31/1997

5 to 40 years

Lynchburg-Timberlake

VA

328

1,315

617

328

1,932

2,260

439

1985

3/31/1997

5 to 40 years

Lynchburg-Amherst

VA

155

710

247

152

960

1,112

239

1987

3/31/1997

5 to 40 years

Christiansburg

VA

245

1,120

361

245

1,481

1,726

290

1985/90

3/31/1997

5 to 40 years

Chesapeake

VA

260

1,043

990

260

2,033

2,293

337

1988/95

3/31/1997

5 to 40 years

Danville

VA

326

1,488

57

326

1,545

1,871

343

1988

3/31/1997

5 to 40 years

Orlando-W 25th St

FL

289

1,160

334

290

1,493

1,783

322

1984

3/31/1997

5 to 40 years

Delray l-Mini

FL

491

1,756

540

491

2,296

2,787

550

1969

4/11/1997

5 to 40 years

Savannah ll

GA

296

1,196

210

296

1,406

1,702

317

1988

5/8/1997

5 to 40 years

Delray ll-Safeway

FL

921

3,282

333

921

3,615

4,536

829

1980

5/21/1997

5 to 40 years

Cleveland X-Avon

OH

301

1,214

1,095

304

2,306

2,610

393

1989

6/4/1997

5 to 40 years

Dallas-Skillman

TX

960

3,847

976

960

4,823

5,783

1,124

1975

6/30/1997

5 to 40 years

Dallas-Centennial

TX

965

3,864

1,059

943

4,945

5,888

1,104

1977

6/30/1997

5 to 40 years

Dallas-Samuell

TX

(1)

570

2,285

452

570

2,737

3,307

679

1975

6/30/1997

5 to 40 years

Dallas-Hargrove

TX

370

1,486

349

370

1,835

2,205

489

1975

6/30/1997

5 to 40 years

Houston-Antoine

TX

515

2,074

326

515

2,400

2,915

589

1984

6/30/1997

5 to 40 years

Atlanta-Alpharetta

GA

1,033

3,753

374

1,033

4,127

5,160

947

1994

7/24/1997

5 to 40 years

Atlanta-Marietta

GA

(1)

769

2,788

160

771

2,946

3,717

661

1996

7/24/1997

5 to 40 years

Atlanta-Doraville

GA

735

3,429

157

735

3,586

4,321

786

1995

8/21/1997

5 to 40 years

GreensboroHilltop

NC

268

1,097

152

268

1,249

1,517

276

1995

9/25/1997

5 to 40 years

GreensboroStgCch

NC

89

376

1,271

89

1,647

1,736

239

1997

9/25/1997

5 to 40 years

Baton Rouge-Airline

LA

(1)

396

1,831

336

396

2,167

2,563

484

1982

10/9/1997

5 to 40 years

Baton Rouge-Airline2

LA

282

1,303

191

282

1,494

1,776

348

1985

11/21/1997

5 to 40 years

Harrisburg-Peiffers

PA

635

2,550

165

637

2,713

3,350

556

1984

12/3/1997

5 to 40 years

Chesapeake-Military

VA

542

2,210

186

542

2,396

2,938

515

1996

2/5/1998

5 to 40 years

- 57 -

<page>

Chesapeake-Volvo

VA

620

2,532

796

620

3,328

3,948

631

1995

2/5/1998

5 to 40 years

Virginia Beach-Shell

VA

540

2,211

172

540

2,383

2,923

513

1991

2/5/1998

5 to 40 years

Virginia Beach-Central

VA

864

3,994

590

864

4,584

5,448

936

1993/95

2/5/1998

5 to 40 years

Norfolk-Naval Base

VA

1,243

5,019

616

1,243

5,635

6,878

1,126

1975

2/5/1998

5 to 40 years

Tampa-E.Hillsborough

FL

709

3,235

606

709

3,841

4,550

879

1985

2/4/1998

5 to 40 years

Harriman

NY

843

3,394

288

843

3,682

4,525

779

1989/95

2/4/1998

5 to 40 years

Greensboro-High Point

NC

397

1,834

372

397

2,206

2,603

455

1993

2/10/1998

5 to 40 years

Lynchburg-Timberlake

VA

488

1,746

314

488

2,060

2,548

399

1990/96

2/18/1998

5 to 40 years

Salem

MA

733

2,941

668

733

3,609

4,342

762

1979

3/3/1998

5 to 40 years

Chattanooga-Lee Hwy

TN

384

1,371

291

384

1,662

2,046

381

1987

3/27/1998

5 to 40 years

Chattanooga-Hwy 58

TN

296

1,198

816

296

2,014

2,310

360

1985

3/27/1998

5 to 40 years

Ft. Oglethorpe

GA

349

1,250

360

349

1,610

1,959

327

1989

3/27/1998

5 to 40 years

Birmingham-Walt

AL

544

1,942

693

544

2,635

3,179

593

1984

3/27/1998

5 to 40 years

East Greenwich

RI

702

2,821

791

702

3,612

4,314

672

1984/88

3/26/1998

5 to 40 years

Durham-Hillsborough

NC

775

3,103

550

775

3,653

4,428

704

1988/91

4/9/1998

5 to 40 years

Durham-Cornwallis

NC

940

3,763

535

940

4,298

5,238

812

1990/96

4/9/1998

5 to 40 years

Salem-Policy

NH

742

2,977

179

742

3,156

3,898

601

1980

4/7/1998

5 to 40 years

Warren-Elm

OH

(1)

522

1,864

699

532

2,553

3,085

461

1986

4/22/1998

5 to 40 years

Warren-Youngstown

OH

512

1,829

404

675

2,070

2,745

383

1986

4/22/1998

5 to 40 years

Waterford-Highland

MI

1,487

5,306

996

1,487

6,302

7,789

1,211

1978

4/28/1998

5 to 40 years

Indian Harbor Beach

FL

662

2,654

272

662

2,926

3,588

586

1985

6/2/1998

5 to 40 years

Jackson 3 - I55

MS

744

3,021

100

744

3,121

3,865

626

1995

5/13/1998

5 to 40 years

Katy-N.Fry

TX

419

1,524

840

419

2,364

2,783

366

1994

5/20/1998

5 to 40 years

Hollywood-Sheridan

FL

1,208

4,854

223

1,208

5,077

6,285

1,010

1988

7/1/1998

5 to 40 years

Pompano Beach-Atlantic

FL

944

3,803

227

944

4,030

4,974

806

1985

7/1/1998

5 to 40 years

Pompano Beach-Sample

FL

903

3,643

323

903

3,966

4,869

775

1988

7/1/1998

5 to 40 years

Boca Raton-18th St

FL

1,503

6,059

568

1,503

6,627

8,130

1,284

1991

7/1/1998

5 to 40 years

Vero Beach

FL

489

1,813

47

489

1,860

2,349

395

1997

6/12/1998

5 to 40 years

Humble

TX

447

1,790

588

447

2,378

2,825

456

1986

6/16/1998

5 to 40 years

Houston-Old Katy

TX

(1)

659

2,680

78

659

2,758

3,417

514

1996

6/19/1998

5 to 40 years

Webster

TX

635

2,302

66

635

2,368

3,003

467

1997

6/19/1998

5 to 40 years

Carrollton

TX

548

1,988

262

548

2,250

2,798

424

1997

6/19/1998

5 to 40 years

- 58 -

<page>

Hollywood-N.21st

FL

840

3,373

261

840

3,634

4,474

725

1987

8/3/1998

5 to 40 years

San Marcos

TX

324

1,493

515

324

2,008

2,332

376

1994

6/30/1998

5 to 40 years

Austin-McNeil

TX

492

1,995

221

510

2,198

2,708

455

1994

6/30/1998

5 to 40 years

Austin-FM

TX

484

1,951

331

481

2,285

2,766

437

1996

6/30/1998

5 to 40 years

Jacksonville-Center

NC

327

1,329

102

327

1,431

1,758

280

1995

8/6/1998

5 to 40 years

Jacksonville-Gum Branch

NC

508

1,815

199

508

2,014

2,522

392

1989

8/17/1998

5 to 40 years

Jacksonville-N.Marine

NC

216

782

440

216

1,222

1,438

291

1985

9/24/1998

5 to 40 years

Euless

TX

550

1,998

595

550

2,593

3,143

423

1996

9/29/1998

5 to 40 years

N. Richland Hills

TX

670

2,407

816

670

3,223

3,893

515

1996

10/9/1998

5 to 40 years

Batavia

OH

390

1,570

251

390

1,821

2,211

371

1988

11/19/1998

5 to 40 years

Jackson-N.West

MS

460

1,642

356

460

1,998

2,458

473

1984

12/1/1998

5 to 40 years

Katy-Franz

TX

507

2,058

120

507

2,178

2,685

399

1993

12/15/1998

5 to 40 years

W.Warwick

RI

447

1,776

658

447

2,434

2,881

412

1986/94

2/2/1999

5 to 40 years

Lafayette-Pinhook 1

LA

556

1,951

787

556

2,738

3,294

620

1980

2/17/1999

5 to 40 years

Lafayette-Pinhook2

LA

708

2,860

197

708

3,057

3,765

545

1992/94

2/17/1999

5 to 40 years

Lafayette-Ambassador

LA

314

1,095

539

314

1,634

1,948

400

1975

2/17/1999

5 to 40 years

Lafayette-Evangeline

LA

188

652

1,386

188

2,038

2,226

355

1977

2/17/1999

5 to 40 years

Lafayette-Guilbeau

LA

963

3,896

739

963

4,635

5,598

731

1994

2/17/1999

5 to 40 years

Gilbert-Elliot Rd

AZ

651

2,600

650

772

3,129

3,901

500

1995

5/18/1999

5 to 40 years

Glendale-59th Ave

AZ

565

2,596

390

565

2,986

3,551

482

1997

5/18/1999

5 to 40 years

Mesa-Baseline

AZ

330

1,309

147

326

1,460

1,786

247

1986

5/18/1999

5 to 40 years

Mesa-E.Broadway

AZ

339

1,346

364

339

1,710

2,049

267

1986

5/18/1999

5 to 40 years

Mesa-W.Broadway

AZ

291

1,026

240

291

1,266

1,557

209

1976

5/18/1999

5 to 40 years

Mesa-Greenfield

AZ

354

1,405

176

354

1,581

1,935

269

1986

5/18/1999

5 to 40 years

Phoenix-Camelback

AZ

453

1,610

495

453

2,105

2,558

330

1984

5/18/1999

5 to 40 years

Phoenix-Bell

AZ

872

3,476

563

872

4,039

4,911

722

1984

5/18/1999

5 to 40 years

Phoenix-35th Ave

AZ

849

3,401

552

849

3,953

4,802

621

1996

5/21/1999

5 to 40 years

Westbrook

ME

410

1,626

908

410

2,534

2,944

346

1988

8/2/1999

5 to 40 years

Cocoa

FL

667

2,373

552

667

2,925

3,592

485

1982

9/29/1999

5 to 40 years

Cedar Hill

TX

335

1,521

198

335

1,719

2,054

324

1985

11/9/1999

5 to 40 years

Monroe

NY

276

1,312

787

276

2,099

2,375

232

1998

2/2/2000

5 to 40 years

- 59 -

 

<page>

N.Andover

MA

633

2,573

103

633

2,676

3,309

404

1989

2/15/2000

5 to 40 years

Seabrook

TX

633

2,617

265

633

2,882

3,515

436

1996

3/1/2000

5 to 40 years

Plantation

FL

384

1,422

132

384

1,554

1,938

260

1994

5/2/2000

5 to 40 years

Birmingham-Bessemer

AL

254

1,059

1,099

254

2,158

2,412

179

1998

11/15/2000

5 to 40 years

Dracut

MA

(1)

1,035

3,737

145

1,035

3,882

4,917

415

1986

12/1/2001

5 to 40 years

Methuen

MA

(1)

1,024

3,649

146

1,024

3,795

4,819

396

1984

12/1/2001

5 to 40 years

Columbia 5

SC

(1)

883

3,139

199

883

3,338

4,221

377

1985

12/1/2001

5 to 40 years

Myrtle Beach

SC

(1)

552

1,970

283

552

2,253

2,805

268

1984

12/1/2001

5 to 40 years

Kingsland

GA

(1)

470

1,902

435

470

2,337

2,807

279

1989

12/1/2001

5 to 40 years

Saco

ME

(1)

534

1,914

74

534

1,988

2,522

210

1988

12/3/2001

5 to 40 years

Plymouth

MA

1,004

4,584

131

1,004

4,715

5,719

478

1996

12/19/2001

5 to 40 years

Sandwich

MA

(1)

670

3,060

149

670

3,209

3,879

344

1984

12/19/2001

5 to 40 years

Syracuse

NY

(1)

294

1,203

215

294

1,418

1,712

169

1987

2/5/2002

5 to 40 years

Houston-Westward

TX

(1)

853

3,434

405

855

3,837

4,692

404

1976

2/13/2002

5 to 40 years

Houston-Boone

TX

(1)

250

1,020

280

252

1,298

1,550

131

1983

2/13/2002

5 to 40 years

Houston-Cook

TX

(1)

285

1,160

132

287

1,290

1,577

136

1986

2/13/2002

5 to 40 years

Houston-Harwin

TX

(1)

449

1,816

352

451

2,166

2,617

214

1981

2/13/2002

5 to 40 years

Houston-Hempstead

TX

(1)

545

2,200

186

546

2,385

2,931

247

1974/78

2/13/2002

5 to 40 years

Houston-Kuykendahl

TX

(1)

517

2,090

396

519

2,484

3,003

268

1979/83

2/13/2002

5 to 40 years

Houston-Hwy 249

TX

(1)

299

1,216

378

301

1,592

1,893

158

1983

2/13/2002

5 to 40 years

Mesquite-Hwy 80

TX

(1)

463

1,873

305

465

2,176

2,641

211

1985

2/13/2002

5 to 40 years

Mesquite-Franklin

TX

(1)

734

2,956

70

736

3,024

3,760

307

1984

2/13/2002

5 to 40 years

Dallas-Plantation

TX

(1)

394

1,595

67

395

1,661

2,056

173

1985

2/13/2002

5 to 40 years

San Antonio-Hunt

TX

(1)

381

1,545

83

383

1,626

2,009

169

1980

2/13/2002

5 to 40 years

Humble-5250 FM

TX

919

3,696

250

919

3,946

4,865

348

1998/02

6/19/2002

5 to 40 years

Pasadena

TX

612

2,468

46

612

2,514

3,126

227

1999

6/19/2002

5 to 40 years

League City-E.Main

TX

689

3,159

182

689

3,341

4,030

291

1994/97

6/19/2002

5 to 40 years

Montgomery

TX

817

3,286

29

817

3,315

4,132

295

1998

6/19/2002

5 to 40 years

Texas City

TX

817

3,286

54

817

3,340

4,157

300

1999

6/19/2002

5 to 40 years

Houston-Hwy 6

TX

407

1,650

113

407

1,763

2,170

157

1997

6/19/2002

5 to 40 years

Lumberton

TX

817

3,287

105

817

3,392

4,209

305

1996

6/19/2002

5 to 40 years

 

- 60 -

<page>

The Hamptons l

NY

2,207

8,866

369

2,207

9,235

11,442

697

1989/95

12/16/2002

5 to 40 years

The Hamptons 2

NY

1,131

4,564

416

1,131

4,980

6,111

373

1998

12/16/2002

5 to 40 years

The Hamptons 3

NY

635

2,918

213

635

3,131

3,766

235

1997

12/16/2002

5 to 40 years

The Hamptons 4

NY

1,251

5,744

233

1,252

5,976

7,228

453

1994/98

12/16/2002

5 to 40 years

Duncanville

TX

1,039

4,201

27

1,039

4,228

5,267

255

1995/99

8/26/2003

5 to 40 years

Dallas-Harry Hines

TX

827

3,776

72

827

3,848

4,675

218

1998/01

10/1/2003

5 to 40 years

Stamford

CT

2,713

11,013

30

2,713

11,043

13,756

498

1998

3/17/2004

5 to 40 years

Houston-Tomball

TX

773

3,170

15

773

3,185

3,958

135

2000

5/19/2004

5 to 40 years

Houston-Conroe

TX

1,195

4,877

15

1,195

4,892

6,087

204

2001

5/19/2004

5 to 40 years

Houston-Spring

TX

1,103

4,550

161

1,103

4,711

5,814

199

2001

5/19/2004

5 to 40 years

Houston-Bissonnet

TX

1,061

4,427

27

1,061

4,454

5,515

195

2003

5/19/2004

5 to 40 years

Houston-Alvin

TX

388

1,640

15

388

1,655

2,043

75

2003

5/19/2004

5 to 40 years

Clearwater

FL

1,720

6,986

14

1,720

7,000

8,720

289

2001

6/3/2004

5 to 40 years

Houston-Missouri City

TX

1,167

4,744

22

1,167

4,766

5,933

187

1998

6/23/2004

5 to 40 years

Chattanooga-Hixson

TN

1,365

5,569

582

1,365

6,151

7,516

226

1998/02

8/4/2004

5 to 40 years

Austin-Round Rock

TX

2,047

5,857

264

2,051

6,117

8,168

217

2000

8/5/2004

5 to 40 years

East Falmouth

MA

1,479

5,978

73

1,479

6,051

7,530

129

1998

2/23/2005

5 to 40 years

Cicero

NY

527

2,121

145

527

2,266

2,793

42

1988/02

3/16/2005

5 to 40 years

Bay Shore

NY

1,131

4,609

21

1,131

4,630

5,761

101

2003

3/15/2005

5 to 40 years

Springfield-Congress

MA

612

2,501

8

612

2,509

3,121

50

1965/75

4/12/2005

5 to 40 years

Stamford-Hope

CT

1,612

6,585

27

1,612

6,612

8,224

131

2002

4/14/2005

5 to 40 years

Houston-Jones

TX

1,214

4,949

7

1,215

4,955

6,170

75

1997/99

6/6/2005

5 to 40 years

Montgomery-Richard

AL

1,906

7,726

28

1,906

7,754

9,660

117

1997

6/1/2005

5 to 40 years

Oxford

MA

470

1,902

7

470

1,909

2,379

25

2002

6/23/2005

5 to 40 years

Austin-290E

TX

537

2,183

7

537

2,190

2,727

28

2003

7/12/2005

5 to 40 years

San Antonio-Marbach

TX

556

2,265

4

556

2,269

2,825

29

2003

7/12/2005

5 to 40 years

Austin-South 1st

TX

754

3,065

3

754

3,068

3,822

40

2003

7/12/2005

5 to 40 years

Pinehurst

TX

484

1,977

3

484

1,980

2,464

26

2002/04

7/12/2005

5 to 40 years

Marietta-Austell

GA

812

3,397

7

812

3,404

4,216

31

2003

9/15/2005

5 to 40 years

Baton Rouge-Florida

LA

722

2,927

4

722

2,931

3,653

13

1984/94

11/15/2005

5 to 40 years

Corporate Office

NY

          0

          68

      9,308

      1,608

      7,768

      9,376

      3,151

2000

5/1/2000

5 to 40 years

$158,355

$602,260

$133,365

$162,900

$731,080

$893,980

$130,550

(1) These properties are encumbered through one mortgage loan with an outstanding balance of $45.3 million at December 31, 2005.

- 61 -

<page>

 

December 31, 2005     

December 31, 2004   

December 31, 2003    

Cost:

           

Balance at beginning of period

 

$ 811,516 

 

$ 739,836 

 

$ 710,841 

  Additions during period:
    Acquisitions through foreclosure
   Other acquisitions
    Improvements, etc.


$      -       
65,001 
   18,236 

 


$      -       
66,373 
   18,075 

 


$      -       
11,007 
   21,812 

 
   

83,237 

 

84,448 

 

32,819 

  Deductions during period:
    Cost of real estate sold


      (773
)


        (773
)


   (12,768
)


   (12,768
)


   (3,824
)


    (3,824
)

Balance at close of period

 

$ 893,980 
=======

 

$ 811,516 
=======

 

$ 739,836 
========

             

Accumulated Depreciation:

           

Balance at beginning of period

 

$ 109,750 

 

$   92,498 

 

$   75,344 

  Additions during period:
    Depreciation expense


$  21,222
 


 


$  19,175
 


 


$  18,079
 


 

   

  21,222 

 

  19,175 

 

  18,079 

  Deductions during period:

           

   Accumulated depreciation of real
   estate sold


      (422
)


         (422
)


      (1,923
)


    (1,923
)


         (925
)


        (925
)

Balance at close of period

 

$ 130,550 
========

 

$ 109,750 
=======

 

$   92,498 
========

 

 

 

 

 

 

 

 

 

 

 

- 62 -

<page>

Exhibit (12.1)

Statement Re: Computation of Earnings to
Combined Fixed Charges and Preferred Stock Dividends

Amounts in thousands

 

                                                Year ended December 31,                                    

 

2005  

2004  

2003  

2002  

2001  

Earnings:

         

  Income from continuing operations
    before minority interest in
    consolidated subsidiaries and
    income or loss from equity
    investees





$36,117





$32,033





$29,190





$27,531





$25,123

  Fixed charges

  24,352

  25,296

  25,534

  20,805

  17,955

  Preferred dividend requirements of
    consolidated subsidiaries


  (4,123)


  (7,168)


  (8,818)


  (5,093)


  (2,955)

Earnings (1)

56,346

50,161

45,906

43,243

40,123

           

Fixed charges:

         

  Interest expense

19,439

17,408

15,102

14,664

13,940

  Amortization of financing fees

790

720

1,614

1,048

1,060

  Preferred stock dividends

    4,123

    7,168

    8,818

    5,093

      2,955

Fixed charges (2)

$24,352

$25,296

$25,534

$20,805

$17,955

           

Ratio of earnings to combined fixed
charges and preferred stock dividends
  (1)/(2)



2.31



1.98



1.80



2.08



2.23

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

- 63 -

<page>

Exhibit 23

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-21679) and the 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, the Registration Statement (Form S-8 No. 333-42270) pertaining to the Deferred Compensation Plan for Directors of Sovran Self Storage, Inc., the Registration Statement (Form S-3 No. 333-64735) pertaining to the Dividend Reinvestment and Stock Purchase Plan of Sovran Self Storage, Inc., the Registration Statement (Form S-8 No. 333-73806) pertaining to the 1995 Award and Option Plan, the Registration Statement (Form S-3 No. 333-97715) pertaining to the Series C Convertible Cumulative Preferred Stock; Common Stock underlying the Series C Convertible Cumulative Preferred Stock; Common Stock Warrants and Common Stock underlying the Common Stock Warrants, and the Registration Statement (Form S-8 No. 333-107464) pertaining to the 1995 Outside Directors' Stock Option Plan of our reports dated February 21, 2006 with respect to the consolidated financial statements and schedule of Sovran Self Storage, Inc., Sovran Self Storage, Inc. management's assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Sovran Self Storage, Inc. included in the Annual Report (Form 10-K) for the year ended December 31, 2005.

We also consent to the incorporation by reference in the Registration Statements (Form S-3 No. 333-51169 and Form S-3 No. 333-118223) of Sovran Self Storage, Inc. and Sovran Acquisition Limited Partnership and in each related Prospectus of our reports dated February 21, 2006 with respect to the consolidated financial statements and schedule of Sovran Self Storage, Inc., Sovran Self Storage, Inc. management's assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Sovran Self Storage, Inc., included in this Annual Report (Form 10-K) for the year ended December 31, 2005.

 

/s/ Ernst & Young LLP

   

Buffalo, New York
March 13, 2006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

- 64 -

 

<page>

Exhibit 31.1

Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a) of
the Securities Exchange Act, as amended

I, Robert J. Attea, certify that:

1.

I have reviewed this annual 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 registrant's 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 registrant's 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 registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected or is reasonably likely to materially affect the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's 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 registrant's 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 registrant's internal controls over financial reporting.

Date:          March 13, 2006

 

   / S / Robert J. Attea                          
Robert J. Attea
Chairman of the Board and Chief Executive Officer

 

 

 

 

 

- 65 -

<page>

Exhibit 31.2

Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) and 15d-14(a) of
the Securities Exchange Act, as amended

I, David L. Rogers, certify that:

1.

I have reviewed this annual 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 registrant's 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 registrant's 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 registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected or is reasonably likely to materially affect the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's 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 registrant's 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 registrant's internal controls over financial reporting.

Date:          March 13, 2006

 

   / S / David L. Rogers                         
David L. Rogers
Secretary, Chief Financial Officer

 

 

 

 

 

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Exhibit 32

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

 

               Each of the undersigned of Sovran Self Storage, Inc. (the "Company") does hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

1)

The Annual Report on Form 10-K of the Company for the annual period ended December 31, 2005 (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.

Dated:          March 13, 2006

 

   / S / Robert J. Attea                          
Robert J. Attea
Chairman of the Board
Chief Executive Officer

 



   / S / David L. Rogers                       
 
David L. Rogers
Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

- 67 -