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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (date of earliest event reported): November 1, 1996
CARRAMERICA REALTY CORPORATION
(formerly Carr Realty Corporation)
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Maryland 1-11706 52-1796339
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
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1700 Pennsylvania Avenue, N.W., Washington, D.C. 20006
(Address of principal executive offices)
Registrant's telephone number, including area code: (202) 624-7500
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FORM 8-K
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not applicable
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not applicable.
ITEM 5. OTHER EVENTS.
Not applicable.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
The historical financial statements relating to the acquisition of the
Peterson portfolio, comprising 38 operating office buildings and one building
under construction in suburban Atlanta, Georgia and one operating office
building in Boca Raton, Florida (the "Peterson portfolio") required by Item 7(a)
were filed with the Commission on a Current Report on Form 8-K on October 24,
1996.
(b) Pro forma financial information.
Attached hereto as Exhibit 99.1 are the unaudited condensed consolidated
balance sheet and statement of operations reflecting the acquisition of the
Peterson portfolio, as reported in Part II, Item 5 of the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1996 filed with the
Commission on November 5, 1996.
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(c) Exhibits
Exhibit
Number
------
99.1 Pro Forma Financial Information -- Unaudited condensed
consolidated balance sheet and statement of operations
reflecting the acquisition of the Peterson portfolio.
ITEM 8. CHANGE IN FISCAL YEAR.
Not applicable.
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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 hereto duly authorized.
Date: December 19, 1996
CARRAMERICA REALTY CORPORATION
By: /s/ Brian K. Fields
-----------------------
Brian K.Fields
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number
- ------
99.1 Pro Forma Financial Information -- Unaudited condensed
consolidated balance sheet and statement of operations
reflecting the acquisition of the Peterson portfolio.
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CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(In thousands)
On November 1, 1996, CarrAmerica Realty Corporation (the Company) acquired
38 buildings, and one building currently under construction, containing a total
of approximately 1,403,000 square feet of office space and referred to as the
Peterson Portfolio, all located in suburban Atlanta, Georgia. The transaction
also included the acquisition of one building located in Boca Raton, Florida
containing 162,000 square feet of office space as well as the rights to manage
10 properties for third parties. The aggregate purchase price for the Peterson
Portfolio was approximately $128 million, and was paid for through a combination
of cash, the issuance of 62,696 shares of Common Stock, and the assumption of
approximately $22 million in debt and approximately $1 million in other
liabilities. In October 1996, the Company consummated an offering of Series A
Preferred Shares that raised net proceeds of approximately $43 million. The net
proceeds of the October offering were used pay down indebtedness under its line
of credit, thereby increasing the Company's borrowing capacity.
This unaudited pro forma Condensed Consolidated Balance Sheet is presented
as if the aforementioned transactions had been consummated on September 30,
1996. In management's opinion, all adjustments necessary to reflect the effects
of the aforementioned transactions have been made.
This unaudited pro forma Condensed Consolidated Balance Sheet is not
necessarily indicative of what the Company's actual financial position would
have been at September 30, 1996, had the transactions occurred on that date, nor
does it purport to represent the future financial position of the Company.
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At September 30, 1996 (Unaudited)
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Pro Forma Adjustments
-------------------------------------------------
Series A Acquisition
Perferred Stock of Peterson Pro Forma
Historical (A) Offering (B) Portfolio(C) Consolidated
-------------- ------------------ ---------------- --------------
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ASSETS
Rental property, net $ 906,342 $ - $ 122,257 (1) $ 1,028,599
Development property 40,449 - 5,955 (1) 46,404
Restricted and unrestricted cash 22,882 - - 22,882
Other assets 74,235 - 254 (1) 74,489
------------ ---------- ----------- ------------
Total assets $ 1,043,908 $ - $ 128,466 $ 1,172,374
============ ========== =========== ============
LIABILITIES
Mortgages and notes payable $ 426,069 $ (42,915) $ 125,678 (2) $ 508,832
Other liabilities 20,480 - 1,288 (2) 21,768
------------ ---------- ----------- ------------
Total liabilities 446,549 (42,915) 126,966 530,600
Minority interest 51,611 - - 51,611
STOCKHOLDERS' EQUITY
Preferred stock - 17 - 17
Common stock 355 - 1 (3) 356
Additional paid-in capital 588,684 42,898 1,499 (3) 633,081
Dividends in excess of earnings (43,291) - - (43,291)
------------ ---------- ----------- ------------
Total stockholders' equity 545,748 42,915 1,500 590,163
------------ ---------- ----------- ------------
Total liabilities and stockholders' equity $ 1,043,908 $ - $ 128,466 $ 1,172,374
============ ========== =========== ============
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Notes:
(A) Reflects the Company's historical consolidated balance sheet as of
September 30, 1996.
(B) Reflects the issuance of 1,740,000 Series A Preferred Shares at the
price of $25 per share. Transaction costs of $585 were incurred.
The Company used all of the proceeds to pay down amounts outstanding
under its line of credit.
(C) Reflects the following pro forma adjustments related to the Peterson
Portfolio:
(1) total acquisiton costs of $128,466
(2) the assumption of existing debt ($22,240), other liabilities
($1,288), and a draw on its line of credit ($103,438); and
(3) the issuance of 62,696 shares of Common Stock in connection
with the purchase.
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CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
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For the nine months ended September 30, 1996 (Unaudited)
-------------------------------------------------------------------------
Pro Forma Adjustments
---------------------------------
Series A Acquisition
Preferred Stock of Peterson Pro Forma
Historical (A) Offering (B) Portfolio (C) Consolidated
--------------- --------------- ------------- ----------------
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Real estate operating revenue:
Rental revenue $ 100,639 $ - $ 15,105 (1) $ 115,744
Real estate service income 9,265 - - 9,265
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Total revenues 109,904 - 15,105 125,009
--------------- ------------- ------------- ----------------
Real estate operating expenses:
Property operating expenses 33,371 - 5,923 (4) 39,294
Interest expense 21,857 (2,413) 6,684 (2) 26,128
General and administrative 10,661 - - 10,661
Depreciation and amortization 25,744 - 2,625 (3) 28,369
--------------- ------------- ------------- ----------------
Total operating expenses 91,633 (2,413) 15,232 104,452
--------------- ------------- ------------- ----------------
Real estate operating income 18,271 2,413 (127) 20,557
Other operating income (expense) 1,610 - - 1,610
--------------- ------------- ------------- ----------------
Income before minority interest 19,881 2,413 (127) 22,167
--------------- ------------- ------------- ----------------
Minority interest (3,895) - - (3,895)
--------------- ------------- ------------- ----------------
Income from continuing operations $ 15,986 $ 2,413 $ (127) $ 18,272
=============== ============= ============= ================
Earnings per common share
from continuing operations (D) $ 0.70 $ 0.71
=============== ================
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For the year ended December 31, 1995 (Unaudited)
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Pro Forma Adjustments
-------------------------------
Series A Acquisition
Preferred Stock of Peterson Pro Forma
Historical (A) Offering (B) Portfolio (C) Consolidated
---------------- ---------------- -------------- --------------
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Real estate operating revenue:
Rental revenue $ 89,539 $ - $ 18,743 (1) $ 108,282
Real estate service income 11,315 - - 11,315
---------------- ---------------- -------------- --------------
Total revenues 100,854 - 18,743 119,597
---------------- ---------------- -------------- --------------
Real estate operating expenses:
Property operating expenses 31,579 - 7,379 (4) 38,958
Interest expense 21,873 (3,349) 9,210 (2) 27,734
General and administrative 10,711 - 10,711
Depreciation and amortization 18,495 - 3,499 (3) 21,994
---------------- ---------------- -------------- --------------
Total operating expenses 82,658 (3,349) 20,088 99,397
---------------- ---------------- -------------- --------------
Real estate operating income 18,196 3,349 (1,345) 20,200
Other operating income (expense) (912) - - (912)
---------------- ---------------- -------------- --------------
Income before minority interest 17,284 3,349 (1,345) 19,288
---------------- ---------------- -------------- --------------
Minority interest (5,217) - - (5,217)
---------------- ---------------- -------------- --------------
Income from continuing operations $ 12,067 $ 3,349 $ (1,345) $ 14,071
================ ================ ============== ==============
Earnings per common share
from continuing operations (D) $ 0.90 $ 0.84
================ ==============
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CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES
NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Nine Months Ended September 30, 1996 and the Year Ended December 31,
1995
(Unaudited)
Adjustments (dollars in thousands):
(A) Reflects the CompanyGs historical consolidated statements of operations
for the nine months ended September 30, 1996 and the year ended December
31, 1995.
(B) Pro forma adjustment reflects the reduction in interest expense associated
with the pay down of amounts outstanding under the Company's line of
credit with the proceeds from the Series A Preferred Stock Offering.
(C) Pro forma adjustments for the purchase of the Peterson Portfolio reflect:
(1) the historical operating activity of the properties acquired;
(2) the additional interest expense on the line of credit ($5,818 of
interest costs net of $335 capitalized for the nine months ended
September 30, 1996 and $8,073 of interest costs net of $465
capitalized in 1995) and interest expense on debt assumed ($1,201
for the nine months ended September 30, 1996 and $1,602 in 1995);
(3) the depreciation expense for the acquisition based on the new
accounting basis for the rental property acquired; and
(4) the historical operating activity of the rental property ($6,522 for
the nine months ended September 30, 1996 and $8,101 in 1995) reduced
by the elimination of management fee expenses that is no longer
incurred by the Company upon purchase of the properties ($599 for
the nine months ended September 30, 1996 and $722 in 1995).
(D) Based upon 27,785,702 and 18,219,383 pro forma shares of Common Stock
outstanding and common stock equivalents on a weighted average basis
during the nine months ended September 30, 1996 and the year ended
December 31, 1995, respectively. Net income and weighted average
shares outstanding have been adjusted for certain minority interests
which have a dilutive effect on earnings per share.
