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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE
ACT OF 1934 $250
For the fiscal year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number 0-23466
SHURGARD STORAGE CENTERS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 91-1603837
(State of organization) (IRS Employer Identification No.)
1201 Third Avenue, Suite 2200, Seattle, Washington 98101
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (206) 624-8100
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Class A Common Stock, par value $.001 per share
Class B Common Stock, par value $.001 per share
Preferred Share Purchase Rights
(Title of class)
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 ( 229.405 of this chapter) 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 ]
There are 12 pages.
INDEPENDENT AUDITORS' REPORT
Directors and Stockholders
Shurgard Storage Centers, Inc.
Seattle, Washington
We have audited the accompanying balance sheet of Shurgard
Storage Centers, Inc. (the Company) as of December 31, 1993, and
the related statement of earnings, stockholder's equity and cash
flows for the period from July 23, 1993 (inception) to December
31, 1993. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. 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 balance sheet. 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 audit
provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Shurgard Storage Centers, Inc. as of December 31, 1993 and the
results of its operations and its cash flows for the period from
July 23, 1993 to December 31, 1993 in conformity with generally
accepted accounting principles.
Deloitte & Touche LLP
Seattle, Washington
December 16, 1994
Shurgard Storage Centers, Inc.
Balance Sheet
December 31,1993
ASSETS
CASH $1,442
======
LIABILITIES AND STOCKHOLDER'S EQUITY
ACCOUNTS PAYABLE $1,408
STOCKHOLDER'S EQUITY:
Preferred stock, $.001 par value per share,
40,000,000 shares authorized, none
issued or outstanding
Common stock, $.001 par value per share,
30,000,000 shares of Class A and 500,000 shares
of Class B authorized, 5 shares of Class A
issued and outstanding 100
Retained deficit (66)
------
TOTAL STOCKHOLDER'S EQUITY 34
------
$1,442
======
See notes to financial statements
Shurgard Storage Centers, Inc.
Statement of Operations
Period from July 23, 1993 (inception) to December 31, 1993
REVENUES $ -
EXPENSES
Bank service charges 66
------
Net Loss $ 66
======
See notes to financial statements
Shurgard Storage Centers, Inc.
Statement of Stockholder's Equity
Common Retained
Shares Stock Deficit Total
Balance, July 23, 1993 5 $ 100 $ _ $ 100
Net Loss _ (66) (66)
--- ------ ------- ------
Balance, Dec. 31, 1993 5 $ 100 $ (66) $ 34
=== ====== ======= ======
See notes to financial statements
Shurgard Storage Centers, Inc.
Statement of Cash Flows
Period from July 23, 1993 (inception) through December 31, 1993
OPERATING ACTIVITIES
Net Loss $ (66)
Change in accounts payable 1,408
----------
NET INCREASE IN CASH 1,342
CASH (Beginning of period) 100
----------
CASH (End of period) $ 1,442
==========
See notes to financial statements
Shurgard Storage Centers, Inc.
Notes to Financial Statements
Period from July 23, 1993 to December 31, 1993
Note A - Organization
Shurgard Storage Centers, Inc. (the Company) was organized under
the laws of the State of Delaware on July 23, 1993, to serve as
a vehicle for investments in, and ownership of, a professionally
managed real estate portfolio consisting primarily of self-
service storage properties which provide month-to-month leases
for business and personal use.
On March 1, 1994, the Company completed the acquisition of 17
publicly-held limited partnerships (the Partnerships)
administered by Shurgard Incorporated (Shurgard) as a means for
assembling an initial portfolio of real estate investments (Note C).
Note B - Summary of Significant Accounting Policies
Revenue recognition: Revenue is recognized when earned under
accrual accounting principles.
Federal income taxes: The Company intends to qualify as a real
estate investment trust (REIT) as defined in Section 856 of the
Internal Revenue Code. As a REIT, the Company will not be
subject to federal income taxes provided that it distributes
annually at least 95% of its taxable income and meets certain
other requirements. As a result, no provision for federal income
taxes has been made in the Company's financial statements.
Note C - Acquisitions
On March 1, 1994, the Company acquired the assets, subject to
existing liabilities, of each of the Partnerships for a cost of
$387 million. A summary of the assets and liabilities assumed in
this transaction are as follows (amounts in thousands):
Real estate $ 417,218
Interest in joint ventures 7,074
Cash, receivables and other assets 10,642
Notes Payable (26,192)
Other liabilities (21,326)
-----------
$ 387,416
===========
The acquisition was funded by the issuance of 16,983,728 shares
of common stock and $67,074,813 in proceeds from a note payable
to a financial services company. Real estate assets acquired in
the Acquisition consist of 134 self-service storage centers and
two business parks located in seventeen states, as well as an
interest in two joint ventures owning an additional five storage
centers.
The following unaudited pro forma financial information
represents the balance sheet and results of operations of the
Company as of and for the year ended December 31, 1993 as if the
acquisition occurred on January 1, 1993 and reflect the debt
structure as of June 9, 1994. The pro forma results do not
necessarily indicate the actual results that would have been
obtained, nor are they necessarily indicative of the future
operations of the combined companies.
Balance Sheet
(amounts in thousands)
Cash and cash equivalents $ 55,745
Storage Centers 410,570
Other assets 10,232
----------
Total Assets $ 476,547
==========
Accounts payable and other
liabilities $ 20,129
Notes payable 120,551
----------
Total Liabilities 140,680
Stockholders' equity 335,867
----------
Total Liabilities and
Stockholder's Equity $ 476,547
==========
Statement of Operations
(amounts in thousands)
Revenues $ 72,900
Expenses
Operating 16,840
Property management fees 4,317
Depreciation and amortization 12,887
Real estate taxes 7,068
Interest 10,303
General and Administrative 2,390
------------
Total Expenses $ 53,805
------------
Earnings $ 19,095
============
On September 1, 1994, the Company purchased twenty storage
centers for $34 million from an unaffiliated seller. These
centers, located in Maryland, Virginia and North Carolina, were
financed through a $30 million draw on the Company's credit
facility, a $1 million note to the seller and approximately $3
million from cash reserves. The note to the seller is due in two
$500,000 installments in September 1995 and 1996 which include
accrued interest. The discounted value of these notes is
estimated to be $917,000.
In July 1994, the Company invested $600,000 in a joint venture
with a storage operator and developer to develop a property in
Nashville, Tennessee. The Company has a 67% interest in this
project, which will initially have 59,700 net rentable square
feet and is expected to be completed in early 1995. The Company
has guaranteed repayment of $833,500 of the joint venture's
construction loan.
In November 1994, the Company entered into a second joint venture
with the same developer to develop a second property in
Nashville, Tennessee. The Company will have a 50% interest in
this project, which will initially have 67,700 net rentable
square feet and is expected to be completed in early 1995. The
Company's investment in this project is $640,000.
In October 1994, the Company entered into a commitment to invest
up to $3 million in a Belgian partnership that will own and
operate storage centers in the Benelux region of Europe.
As of December 14, 1994, the Company has paid $12 million and
committed an additional $1 million for investment in two 10-year
participating mortgage loans which are non-recourse to the
borrower and are secured by real estate including four storage
centers and office/warehouse space. The Company will receive
interest at 8% per annum plus 50% of both operating cash flow and
distributions from sale of real estate property, as defined. The
Company has options to purchase the properties at established
prices, generally exercisable in five years and extending until
maturity of the loans.
The Company is currently negotiating with a committee of
independent directors of Shurgard to merge the management,
acquisition, development, and advisory business of Shurgard into
SSCI. The potential merger is subject to a vote of the
shareholders of SSCI and Shurgard.
NOTE D - Advisory and Management Agreements
The Company has entered into advisory and management agreements
under which Shurgard advises the Company with respect to its
investments, manages the day-to-day operations of the Company,
and provides property management services. The agreements
provide for an annual advisory fee, incentive advisory fees,
reimbursement for certain costs and expenses, and property
management fees. The property management fee is equal to 6% of
gross storage center revenues and 5% of office and business park
revenues. The annual advisory fee is equal to 0.5% of the fair
market value of new properties acquired after the initial
acquisition (Note C), mortgage loans receivable held and the
average daily cash equivalents invested in excess of cash
equivalents acquired from the Partnerships. The incentive
advisory fee equals 10% of realized gain on sale or refinancing
of properties acquired after the initial acquisition.
Note E - Lines of Credit
In 1994 , the Company established a $50 million revolving two-
year credit facility with a commercial bank group. This credit
facility is secured by real estate and accrues interest at 7.33%
for the first six months, thereafter at either the banks' prime
rate or LIBOR plus 200 basis points (at the Company's option).
The commitment fee for the revolving period was 75 basis points
of the commitment amount. Upon the expiration of the revolving
period, for an additional fee of 37.5 basis points of the amount
outstanding, the Company can extend any outstanding balance for a
one year term. At December 16, 1994, $42 million was outstanding
on this credit facility.
Additionally, the Company has executed a commitment letter with
Nomura Asset Capital Corporation, a subsidiary of Nomura
Securities International, Inc., to provide a second $50 million
two-year revolving credit facility. This credit facility will be
secured by real estate, bear interest at LIBOR plus 175 basis
points, and require a draw fee equal to 25 basis points of the
amount drawn. This commitment fee for the revolving period will
be 100 basis points of the commitment amount. The commitment is
subject to customary contingencies and due diligence.
Note F - Refinancing
On June 9, 1994, the Company refinanced substantially all of its
existing debt with Nomura Asset Capital Corp., a subsidiary of
Nomura Securities International, Inc., through a debt purchase
transaction. The $122.58 million loan provides the Company with
funds for seven years at a fixed rate equal to 8.28% and requires
monthly payments of interest only until maturity. The
refinancing of existing debt resulted in a loss on early
retirement of $1.18 million, consisting of unamortized loan fees.
As required by the loan agreement, the Company deposited $2.78
million in reserve accounts to fund certain expenses including
real estate taxes and insurance.
Note G - Stockholders' Equity
In conjunction with the acquisition of the Partnerships (Note C),
the Company issued 16,776,485 shares of class A common stock and
207,243 shares of class B convertible stock.
In addition to the rights, privileges and powers of Class A
common stock, Class B common stockholders received loans from the
Company to fund certain obligations to the Partnerships. The
loans are due between 2001 and 2003 and are secured by the Class
B stock. Class B common stock is convertible to Class A stock at
a one-to-one ratio as the loans are repaid.
The Company has also authorized 40,000,000 shares of preferred
stock, of which 2,800,000 shares have been designated as Series A
Junior Participating Preferred Stock, and none are issued and
outstanding at November 30, 1994. The Board of Directors is
authorized to determine the rights, preferences and privileges of
the preferred stock including the number of shares constituting
any such series, and the designation thereof.
Note H - Stock Options
The Company established the 1993 Stock Option Plan (the Plan) for
the purpose of attracting and retaining the Company's directors,
executive officers and other employees. The Plan provides for
the granting of options for up to 3% of the Company's outstanding
shares of Class A common stock at the end of each year, limited
in the aggregate to 5,000,000 shares. In general, the options
vest ratably over five years and must be exercised within ten
years from date of grant. The exercise price for qualified
incentive options under the Plan must be at least equal to fair
market value at date of grant and at least 85% of fair market
value at date of grant for non qualified options. The Plan
expires in 2003. In 1994 32,000 options were granted at an
exercise price of $18.90 per share. No options had been granted
at December 31, 1993.
The Company also established the Stock Option Plan for Non
employee Directors (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 annual granting of options to purchase 400 shares of
Class A common stock. Such options vest upon continued service
until the next annual meeting of the Company. The total shares
reserved under the Non employee Plan is 20,000. The exercise
price for options granted under the Non employee Plan is equal to
fair market value at date of grant. In 1994 1,200 options were
granted under the Non employee Plan at $22.93 per share.
Note I - Shareholders Rights Plan
In March 1994, the Company adopted a Shareholders 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-hundredth of a
share of Series A Junior Participating Preferred Stock at a
purchase price of $65, subject to adjustment. The Rights will be
exercisable only if a person or group had 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 common stock. If a person or group
acquires more than 10% of the then outstanding shares of common
stock, each Right will entitle its holder to receive, upon
exercise, common stock (or, in certain circumstances, cash,
property or other securities of the Company) 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 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 in March 2004 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 earnings of the Company.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
SHURGARD STORAGE CENTERS, INC.
Date: December 19, 1994 By: Harrell Beck
Harrell Beck
President, Chief Financial Officer
and Authorized Signatory