<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20543
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR QUARTER ENDED March 31, 2000
--------------
COMMISSION FILE NO. 000-22741
---------
CARRAMERICA REALTY, L.P.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 52-1976308
- ------------------------------- ---------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
1850 K Street, N.W., Washington, D.C. 20006
- --------------------------------------------------------------------------------
(Address or principal executive office) (Zip code)
Registrant's telephone number, including area code (202) 729-7500
--------------
N/A
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
Number of Partnership Units outstanding of each of the registrant's
classes of Partnership Units as of May 10, 2000:
14,362,971
- --------------------------------------------------------------------------------
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 twelve (12) months (or such shorter period that the Registrant was
required to file such report) and (2) has been subject to such filing
requirements for the past ninety (90) days.
YES X NO ______
-----
<PAGE>
Index
-----
<TABLE>
<CAPTION>
Page
----
<S> <C>
Part I: Financial Information
- -----------------------------
Item 1. Financial Statements
Consolidated balance sheets of CarrAmerica Realty, L.P. and subsidiary as of March 31, 2000 (unaudited) and
December 31, 1999............................................................................................ 4
Consolidated statements of operations of CarrAmerica Realty, L.P. and subsidiary for the three months ended
March 31, 2000 and 1999 (unaudited).......................................................................... 5
Consolidated statements of cash flows of CarrAmerica Realty, L.P. and subsidiary for the three months ended
March 31, 2000 and 1999 (unaudited).......................................................................... 6
Notes to consolidated financial statements (unaudited)....................................................... 7 to 9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.......................................................................... 10 to 14
Item 3: Quantitative and Qualitative Disclosures About Market Risk................................................... 15
Part II: Other Information
- --------------------------
Item 6. Exhibits and Reports on Form 8-K............................................................................. 16
</TABLE>
2
<PAGE>
Part I
------
Item 1. Financial Information
---------------------
The information furnished in the accompanying consolidated balance sheets,
consolidated statements of operations and consolidated statements of cash flows
of CarrAmerica Realty, L.P. and subsidiary (the "Partnership") reflect all
adjustments which are, in the opinion of management, necessary for a fair
presentation of the aforementioned financial statements for the interim periods.
The aforementioned financial statements should be read in conjunction with
the notes to such financial statements and Management's Discussion and Analysis
of Financial Condition and Results of Operations.
3
<PAGE>
CARRAMERICA REALTY, L.P. AND SUBSIDIARY
Consolidated Balance Sheets
As of March 31, 2000 and December 31, 1999
- --------------------------------------------------------------------------------
(In thousands)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
--------------- ---------------
(unaudited)
<S> <C> <C>
Assets
- ------
Rental property:
Land $121,512 $120,333
Buildings 611,407 602,552
Tenant improvements 65,759 63,324
Furniture, fixtures, and equipment 1,070 1,036
--------------- ---------------
799,748 787,245
Less - accumulated depreciation (65,108) (57,733)
--------------- ---------------
Total rental property 734,640 729,512
Land held for development 13,820 13,084
Construction in progress 13,309 15,638
Cash and cash equivalents 4,935 8,309
Restricted cash and cash equivalents 1,963 2,180
Accounts and notes receivable, net 23,332 21,514
Investments 11,923 9,917
Accrued straight-line rents 11,601 11,949
Tenant leasing costs, net 16,300 15,898
Deferred financing costs, net 271 286
Prepaid expenses and other assets, net 682 912
--------------- ---------------
$832,776 $829,199
=============== ===============
Liabilities and Partners' Capital
- ---------------------------------
Liabilities:
Mortgages and notes payable $295,250 $297,330
Note payable to affiliate 28,428 28,545
Accounts payable and accrued expenses 11,804 16,131
Due to affiliates 27,804 24,615
Rent received in advance and security deposits 6,003 6,234
--------------- ---------------
Total liabilities 369,289 372,855
Partners' capital:
General partner 4,697 4,620
Limited partners 458,790 451,724
--------------- ---------------
Total partners' capital 463,487 456,344
Commitments and contingencies
--------------- ---------------
$832,776 $829,199
=============== ===============
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
CARRAMERICA REALTY, L.P. AND SUBSIDIARY
Consolidated Balance Sheets
For the Three Months Ended March 31, 2000 and 1999
- --------------------------------------------------------------------------------
(Unaudited and in thousands)
<TABLE>
<CAPTION>
2000 1999
------------ ------------
<S> <C> <C>
Real estate operating revenue:
Rental revenue:
Minimum base rent $27,495 $23,557
Recoveries from tenants 4,388 3,963
Other tenant charges 1,777 726
------------ ------------
Total rental revenue 33,660 28,246
Cost reimbursements 93 676
------------ ------------
Total operating revenues 33,753 28,922
------------ ------------
Real estate operating expenses:
Property operating expenses:
Operating expenses 7,164 6,764
Real estate taxes 3,308 2,802
Interest expense 6,339 4,258
General and administrative 1,186 1,320
Depreciation and amortization 8,242 6,804
------------ ------------
Total operating expenses 26,239 21,948
------------ ------------
Real estate operating income 7,514 6,974
Other operating income:
Interest and other income 198 266
------------ ------------
Net operating income before loss on sale of assets 7,712 7,240
Loss on sale of assets -- (183)
------------ ------------
Net income $ 7,712 $ 7,057
============ ============
Net income attributable to general partner $ 77 $ 71
============ ============
Net income attributable to limited partners $ 7,635 $ 6,986
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE>
CARRAMERICA REALTY, L.P. AND SUBSIDIARY
Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 2000 and 1999
- --------------------------------------------------------------------------------
(Unaudited and in thousands)
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $ 7,712 $ 7,057
------------- -------------
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 8,242 6,804
Loss on sale of assets -- 183
Loss on write-off of assets -- 38
Change in assets and liabilities, net of acquisitions
and dispositions:
Decrease (increase) in accounts and notes receivable (1,818) 309
Decrease (increase) in accrued straight-line rents 348 (854)
Additions to tenant leasing costs (662) (374)
Decrease (increase) in prepaid expenses and other assets 180 (544)
Increase (decrease) in accounts payable and accrued (4,327) 2,405
expenses
Increase in due to affiliates 3,189 14,816
Increase (decrease) in rent received in advance and
security deposits (231) 210
------------- -------------
Total adjustments 4,921 22,993
------------- -------------
Net cash provided by operating activities 12,633 30,050
------------- -------------
Cash flows from investing activities:
Additions to rental property (4,574) (528)
Additions to land held for development (736) (3,774)
Additions to construction in progress (6,142) (28,444)
Distributions from unconsolidated partnerships -- 6,725
Investments in unconsolidated partnerships (2,006) (1,409)
Decrease in restricted cash and cash equivalents 217 250
------------- -------------
Net cash used by investing activities (13,241) (27,180)
------------- -------------
Cash flows from financing activities:
Capital distributions (569) (573)
Net borrowings on unsecured line of credit -- 1,000
Repayments on notes and mortgages payable (2,197) (1,911)
Other -- 101
------------- -------------
Net cash used by financing activities (2,766) (1,383)
------------- -------------
(Decrease) increase in cash and cash equivalents (3,374) 1,487
Unrestricted cash and cash equivalents, beginning of the period 8,309 3,268
------------- -------------
Unrestricted cash and cash equivalents, end of the period 4,935 $ 4,755
============= =============
Supplemental disclosure of cash flow information:
Cash paid for interest, net of capitalized interest of $505
and $1,769 for the three months ended March 31, 2000 and 1999,
respectively. $ 5,713 $ 3,867
============= =============
</TABLE>
See accompanying notes to consolidated financial statements.
6
<PAGE>
CARRAMERICA REALTY, L.P. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Unaudited)
- --------------------------------------------------------------------------------
(1) Description of Business and Summary of Significant Accounting Policies
(a) Business
CarrAmerica Realty, L.P. (the "Partnership") is a Delaware limited
partnership formed on March 6, 1996 to own, acquire, develop, and
operate office buildings across the United States. At March 31, 2000,
the Partnership owned 68 operating properties, 2 properties under
development and land expected to support the future development of
1.1 million square feet of office space. At December 31, 1999, the
Partnership owned 66 operating properties and four properties under
development. The properties are located in Austin, Denver, Dallas,
Salt Lake City, Chicago, Phoenix, Seattle, San Diego, San Francisco
Bay Area and Orange County/Los Angeles.
The Partnership's general partner is CarrAmerica Realty GP Holdings,
Inc. (the "General Partner"), a wholly-owned subsidiary of CarrAmerica
Realty Corporation ("CarrAmerica"), a self-administered and self-
managed real estate investment trust. The General Partner owned a 1%
interest in the Partnership at March 31, 2000 and December 31, 1999.
The Partnership's limited partners are CarrAmerica Realty LP Holdings,
Inc., a wholly-owned subsidiary of CarrAmerica, which owned an
approximate 87% interest in the Partnership at March 31, 2000 and
December 31, 1999, and various other individuals and entities which
collectively owned an approximate 12% interest in the Partnership at
March 31, 2000 and December 31, 1999.
(b) Basis of Presentation
The accounts of the Partnership and its wholly-owned subsidiary are
consolidated in the accompanying financial statements. The
Partnership uses the equity method of accounting for its investments
in unconsolidated partnerships not controlled by the Partnership.
Management of the Partnership has made a number of estimates and
assumptions relating to the reporting of assets and liabilities,
revenues and expenses, and the disclosure of contingent assets and
liabilities to prepare these financial statements in conformity with
generally accepted accounting principles. Actual results could differ
from those estimates.
(2) Mortgages and Notes Payable
The Partnership's mortgages, note payable, and credit facility are
summarized as follows (in thousands):
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
--------------- ---------------
<S> <C> <C>
Fixed rate mortgages $154,500 $156,580
Fixed rate note payable to affiliate 28,428 28,545
Unsecured credit facility 140,750 140,750
--------------- ---------------
$323,678 $325,875
=============== ===============
</TABLE>
Fixed rate mortgages payable are collateralized by certain rental
properties and generally require monthly principal and/or interest
payments. The mortgages mature at various dates from November 2000 through
May 2017.
7
<PAGE>
CARRAMERICA REALTY, L.P. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Unaudited)
- --------------------------------------------------------------------------------
CarrAmerica and the Partnership have a $450 million unsecured credit
facility payable to Morgan Guaranty Trust Company of New York, as agent for
a group of banks. The credit facility matures in August 2001. At March 31,
2000, the credit facility bore interest, as selected by CarrAmerica, at
either (i) the higher of the prime rate or the Federal Funds Rate for such
day, or (ii) an interest rate equal to 90 basis points above the 30-day
London Interbank Offer Rate ("LIBOR"). CarrAmerica has predominantly
selected interest rates equal to 90 basis points above the 30-day LIBOR
rate. At March 31, 2000, CarrAmerica and the Partnership had $93.3 million
available for draw under the credit facility.
The unsecured credit facility contains a number of financial and other
covenants with which the Partnership must comply including, but not limited
to, covenants relating to ratios of annual EBITDA (earnings before
interest, taxes, depreciation and amortization) to interest expense, annual
EBITDA to debt service, and total debt to tangible fair market value of
CarrAmerica and the Partnership's assets, and restrictions on the ability
of CarrAmerica to make dividend distributions in excess of 90% of funds
from operations. Availability under the unsecured credit facility is also
limited to a specified percentage of the Partnership's unsecured
properties.
On May 24, 1996, the Partnership entered into a $30 million borrowing
agreement with CarrAmerica. The note bears interest at 8.5% and requires
monthly principal and interest payments of $242 thousand. The note matures
on May 31, 2011. The note is secured by certain office properties and other
assets of the Partnership. The outstanding balance of the note payable to
affiliate was $28.4 million at March 31, 2000 and $28.5 million at December
31, 1999.
The annual maturities of debt as of March 31, 2000 are summarized as
follows (in thousands):
2000....................... $ 14,067
2001....................... 173,341 (1)
2002....................... 9,912
2003....................... 20,582
2004....................... 15,574
2005 and Thereafter........ 90,202 (2)
-----------
$ 323,678
===========
(1) Includes $ 140.8 million outstanding as of March 31, 2000
under the $450.0 million unsecured line of credit.
(2) Includes approximately $25.6 million outstanding on the
Partnership's loan from CarrAmerica.
Restricted cash and cash equivalents consists primarily of escrow deposits
required by lenders to be used for future building renovations, tenant
improvements, or as collateral for letters of credit.
(3) Development Activities
Costs incurred during the three months ended March 31, 2000 for properties
under construction were $6.1 million. As of March 31, 2000, the Partnership
had 2 office properties under construction.
8
<PAGE>
CARRAMERICA REALTY, L.P. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Unaudited)
- --------------------------------------------------------------------------------
(4) Segment Information
The Partnership's reportable operating segment is real estate property
operations. Business activity and operating segments that are not
reportable are included in other operations.
The Partnership's operating segment performance is measured using funds
from operations. Funds from operations represents net income excluding
depreciation and amortization on real estate assets and loss on sale of
assets.
<TABLE>
<CAPTION>
(In millions) For the quarter ended
March 31, 2000
--------------------------------------------------
Real Estate
Property Other
Operations Operations Total
-------------- --------------- ------------
<S> <C> <C> <C>
Operating revenue $33.7 0.1 $33.8
Segment expense 10.5 1.2 11.7
-------------- --------------- ------------
Net segment revenue (expense) 23.2 (1.1) 22.1
Interest expense 3.7 2.6 6.3
Other income -- 0.1 0.1
-------------- --------------- ------------
Funds from operations $19.5 (3.6) 15.9
============== ===============
Adjustments:
Depreciation and amortization (8.2)
------------
Net income $ 7.7
============
<CAPTION>
(In millions) For the quarter ended
March 31, 1999
--------------------------------------------------
Real Estate
Property Other
Operations Operations Total
-------------- --------------- ------------
<S> <C> <C> <C>
Operating revenue $28.2 0.7 $28.9
Segment expense 9.6 1.3 10.9
-------------- --------------- ------------
Net segment revenue (expense) 18.6 (0.6) 18.0
Interest expense 4.0 0.3 4.3
Other income -- 0.3 0.3
-------------- --------------- ------------
Funds from operations $14.6 (0.6) 14.0
============== ===============
Adjustments:
Loss on sale of assets (0.1)
Depreciation and amortization (6.8)
------------
Net income $ 7.1
============
</TABLE>
9
<PAGE>
Management's Discussion and Analysis of Financial Condition
and Results of Operations of the Partnership
- --------------------------------------------------------------------------------
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion is based primarily on the Consolidated Financial
Statements of the Partnership as of March 31, 2000 and December 31, 1999, and
for the three months ended March 31, 2000 and 1999. This information should be
read in conjunction with the accompanying consolidated financial statements and
notes thereto. These financial statements include all adjustments, which are in
the opinion of management, necessary to reflect a fair presentation of the
results for the interim periods, and all such adjustments are of a normal,
recurring nature. The comparability of these periods is impacted by acquisitions
and dispositions made during 1999. As of March 31, 2000, the Partnership owned
68 properties compared to 59 properties owned at March 31, 1999.
The Partnership's reportable operating segment is real estate property
operations. Business activities and operating segments that are not reportable
are included in other operations.
RESULTS OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 2000 AND 1999
Real Estate Property Operations
Operating Revenue. Total real estate property operating revenue increased
$5.5 million, or 19.5%, to $33.7 million for the three months ended March 31,
2000 as compared to $28.2 million for the three months ended March 31, 1999.
The Partnership experienced net growth in its rental revenue as a result of its
acquisitions and development properties placed in service, which together
contributed approximately $4.7 million of additional rental revenue for the
three months ended March 31, 2000. Rental revenue from properties that were
fully operational throughout both periods increased by approximately $0.8
million primarily due to increased occupancy in these properties.
Segment Expense. Real estate property operating expenses increased $0.9
million to $10.5 million for the three months ended March 31, 2000, from $9.6
million for the three months ended March 31, 1999. The Partnership experienced
net growth in its segment expense primarily as a result of property acquisitions
and development properties placed in service, which together contributed
approximately $1.3 million of additional expense for the three months ended
March 31, 2000. The Partnership experienced a decrease in property operating
expenses from properties that were fully operational in both periods of
approximately $ 0.4 million.
Other Operations
Operating Revenue. Operating revenue decreased $0.6 million to $0.1
million for the three months ended March 31, 2000 as compared to $0.7 million
for the three months ended March 31, 1999, primarily as a result of a decrease
in reimbursements from an affiliate for services provided to the affiliate by
Partnership personnel.
Segment Expenses. Segment expenses decreased $0.1 million to $1.2 million
for the three months ended March 31, 2000 as compared to $1.3 million for the
three months ended March 31, 1999.
Interest Expense. The $2.3 million increase in other operation's interest
expense resulted from a lower level of capitalized interest.
10
<PAGE>
Management's Discussion and Analysis of Financial Condition
and Results of Operations of the Partnership
- --------------------------------------------------------------------------------
Other Income. Other income decreased $0.2 million to $0.1 million for the
three months ended March 31, 2000 as compared to $0.3 million for the three
months ended March 31, 1999.
Liquidity and Capital Resources
The Partnership's total indebtedness at March 31, 2000 was $323.7 million,
of which $140.8 million, or 43.5%, bore a LIBOR-based floating interest rate.
The Partnership's fixed rate indebtedness bore an effective weighted average
interest rate of 8.1% at March 31, 2000 and had a weighted average term to
maturity of 6.5 years. At March 31, 2000, the total book value of the
Partnership's assets was $832.8 million. The Partnership's debt as a percentage
of total book value of its assets was 38.9% at March 31, 2000. CarrAmerica has
a $450.0 million unsecured credit facility with full borrowing capacity under
which the Partnership is jointly and severally liable. The weighted average
interest rate under the unsecured credit facility for the three months ended
March 31, 2000 was 6.7%. Currently, the unsecured credit facility bears
interest at 90 basis points over 30-day LIBOR.
The Partnership will require capital to invest in its existing portfolio of
operating assets for major capital projects such as large-scale renovations,
routine capital expenditures, deferred maintenance on certain properties
recently acquired, and tenant related capital expenditures, such as tenant
improvements and allowances and leasing commissions. The Partnership's capital
requirements for tenant related capital expenditures are dependent upon a number
of factors, including square feet of expiring leases, tenant retention ratios
and whether the expiring leases are in central business district properties or
suburban properties. The Partnership has 445,000 square feet under leases
expiring in 2000, representing 7.4% of total leased space.
The Partnership will require a substantial amount of capital for
development projects currently underway and planned for the future. As of March
31, 2000, the Partnership had two development projects underway, which are
expected to require a total investment by the Partnership of $52.4 million. As
of March 31, 2000, the Partnership had expended $18.5 million of these costs.
The Partnership intends to use cash flow from operations, CarrAmerica's
unsecured revolving line of credit facility and the proceeds from the
disposition of assets to meet its working capital needs for its existing
portfolio of operating assets. The Partnership anticipates that adequate cash
will be available to fund its operating and administrative expenses, continuing
debt service obligations, and the payment of distributions in both the short
term and long term. Management believes that the Partnership will have access to
the capital resources necessary to expand and develop its business. However, the
Partnership's ability to access additional capital necessary to support the
current development program is largely dependent on CarrAmerica's ability to
access additional capital. Current market conditions make CarrAmerica's
traditional sources of such capital, the equity and public debt markets,
currently unattractive. CarrAmerica believes that the alternative sources,
namely refinancings, joint ventures and asset dispositions, will provide it with
the necessary capital until such time as the equity and public debt markets
improve. However, there can be no assurance that such an improvement will occur
in the near term. If CarrAmerica is not able to access capital at attractive
rates and the Partnership is not able to meet its cash requirements through
traditional means, it may have to rely on working capital advances from
CarrAmerica at a time when CarrAmerica's cost of capital causes such advances to
be made at unattractive rates. As of March 31, 2000, the Partnership had cash of
$6.9 million, of which $2.0 million was restricted.
Net cash provided by operating activities was $12.6 million during the
three months ended March 31, 2000, compared to $30.1 million during the three
months ended March 31, 1999. The decrease in net cash provided by operating
activities was primarily a result of a change in amounts due to affiliates. The
Partnership's investing activities used approximately $13.2 million and $27.2
million during the three months ended March 31, 2000 and 1999, respectively. The
Partnership's
11
<PAGE>
Management's Discussion and Analysis of Financial Condition
and Results of Operations of the Partnership
- --------------------------------------------------------------------------------
investing activities included capital expenditures for land held for future
development and additions to construction in progress aggregating $6.9
million during the three months ended March 31, 2000 and $32.2 million during
the three months ended March 31,1999. Additionally, the Partnership invested
approximately $4.6 million and $0.5 million in its existing real estate assets
during the three months ended March 31, 2000 and 1999, respectively. Excluding
distributions, the Partnership's financing activities used net cash of $2.2
million during the three months ended March 31, 2000 and $0.8 million during the
three months ended March 31, 1999.
The Partnership's distributions are paid quarterly. Amounts accumulated for
distribution are primarily invested by the Partnership in short-term investments
that are collateralized by securities of the United States Government or certain
of its agencies.
12
<PAGE>
Management's Discussion and Analysis of Financial Condition
and Results of Operations of the Partnership
- --------------------------------------------------------------------------------
Building and Lease Information
The following table sets forth certain information about each operating property
owned by the Partnership as of March 31, 2000:
<TABLE>
<CAPTION>
Net
Partnership's Rentable
Effective Property Area Percent # of
Property Ownership (square feet)/(1)/ Leased/(2)/ Buildings
- -------- ------------------ ------------- ------ ---------
<S> <C> <C> <C> <C>
Consolidated Properties
- -----------------------
Southern California,
Orange County/Los Angeles:
South Coast Executive Center 100.0% 161,787 88.9% 2
2600 W. Olive 100.0 144,831 100.0 1
Bay Technology Center 100.0 107,481 100.0 2
Southern California,
San Diego:
Jaycor 100.0 105,358 100.0 1
Northern California,
San Francisco Bay Area:
San Mateo I 100.0 70,000 100.0 1
San Mateo II and III 100.0 141,404 100.0 2
Seattle:
Canyon Park Commons 100.0 95,290 100.0 1
Austin, Texas:
Great Hills Plaza 100.0 135,333 95.2 1
Balcones Center 100.0 74,978 76.2 1
Park North 100.0 132,744 96.5 2
City View Centre 100.0 136,183 100.0 3
Riata 2, 4, 5, 6, 8, 9 100.0 519,313 98.9 6
Riata Crossing 1, 2, 3 100.0 274,354 100.0 3
Tower of the Hills 100.0 166,034 96.7 2
City View Center 100.0 128,716 100.0 1
Chicago:
Bannockburn I & II 100.0 209,582 100.0 2
Bannockburn IV 100.0 108,469 100.0 1
Dallas, Texas:
Quorum North 100.0 116,044 88.4 1
Quorum Place 100.0 178,307 97.8 1
Cedar Maple Plaza 100.0 113,127 95.6 3
Commons @ Las Colinas 1, 3 100.0 380,764 100.0 2
Two Mission Park 100.0 78,046 93.3 1
5000 Quorum 100.0 160,172 95.0 1
Royal Ridge A & B 100.0 247,239 100.0 2
Denver:
Harlequin Plaza 100.0 329,210 86.5 2
Quebec Court I & II 100.0 287,294 100.0 2
Quebec Center 100.0 106,865 100.0 3
Panorama Corporate Center I 100.0 100,881 100.0 1
Panorama II 100.0 100,916 100.0 1
Phoenix, Arizona:
US West 100.0 532,506 100.0 4
Concord Place 100.0 133,555 77.3 1
Salt Lake City, Utah:
Sorenson Research Park 100.0 285,144 100.0 5
Sorenson X 100.0 45,549 73.5 1
Wasatch Corporate Center 17,18 100.0 121,654 99.3 2
Wasatch Corporate Center 100.0 178,231 100.0 3
--------- ----- ---
TOTAL CONSOLIDATED PROPERTIES: 6,207,361 68
========= ===
WEIGHTED AVERAGE 96.8%
=====
</TABLE>
(1) Includes office and retail space but excludes storage space.
(2) Includes space for leases that have been executed and have commenced as of
March 31, 2000.
13
<PAGE>
Management's Discussion and Analysis of Financial Condition
and Results of Operations of the Partnership
- --------------------------------------------------------------------------------
The following table sets out a schedule of the lease expirations
at the Partnership's properties as of March 31, 2000:
<TABLE>
<CAPTION>
Approximate
Net Rentable Percent of Leased
Area Subject to Square Footage
Expiring Leases Represented by
Year of Lease Expiration (square feet) (1) Expiring Leases
------------------------ ----------------- ---------------
<S> <C> <C>
2000 445,000 7.4%
2001 572,000 9.5
2002 1,091,000 18.1
2003 715,000 11.9
2004 990,000 16.4
2005 224,000 3.7
2006 173,000 2.9
2007 772,000 12.8
2008 396,000 6.6
2009 567,000 9.4
2010 and thereafter 81,000 1.3
</TABLE>
(1) Excludes 181,000 square feet of vacant space.
14
<PAGE>
Quantitative and Qualitative Disclosures About Market Risk
- --------------------------------------------------------------------------------
Item 3. Quantitative and Qualitative Disclosures About Market Risk
No material changes in the Partnership's market risk have occurred since
the filing of the Partnership's Form Annual Report on10-K for the year ended
December 31, 1999.
15
<PAGE>
Part II
OTHER INFORMATION
- -----------------
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
--------
27 Financial Data Schedule
(b) Reports on Form 8-K
-------------------
None
16
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CARRAMERICA REALTY, L.P.
a Delaware Limited Partnership
By: CarrAmerica Realty GP Holdings, Inc.,
its general partner
/s/ Thomas A. Carr
- --------------------------------------------------------
Thomas A. Carr, President
/s/ Philip L. Hawkins
- --------------------------------------------------------
Philip L. Hawkins, Managing Director and Vice President
/s/ Richard F. Katchuk
- --------------------------------------------------------
Richard F. Katchuk, Chief Financial Officer
Date: May 15, 2000
17
<PAGE>
Exhibit Index
-------------
Exhibit Description Page
- ------- ----------- ----
27 Financial Data Schedule 19
18
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CARRAMERICA
REALTY, L.P. BALANCE SHEET AS OF MARCH 31, 2000 AND FROM CARRAMERICA REALTY,
L.P. STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2000.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 6,898
<SECURITIES> 0
<RECEIVABLES> 23,332
<ALLOWANCES> 0<F1>
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 799,748
<DEPRECIATION> 65,108
<TOTAL-ASSETS> 832,776
<CURRENT-LIABILITIES> 0
<BONDS> 323,678
0
0
<COMMON> 0
<OTHER-SE> 463,487
<TOTAL-LIABILITY-AND-EQUITY> 832,776
<SALES> 0
<TOTAL-REVENUES> 33,753
<CGS> 0
<TOTAL-COSTS> 26,239
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 7,712
<INCOME-TAX> 0
<INCOME-CONTINUING> 7,712
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,712
<EPS-BASIC> 0
<EPS-DILUTED> 0
<FN>
<F1>NOTES & ACCOUNTS RECEIVABLES ARE PRESENTED NET OF ALLOWANCE FOR DOUBTFUL
ACCOUNTS, AS THE ALLOWANCE IS IMMATERIAL.
</FN>
</TABLE>
