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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 Exchange Act of 1934
Date of Report (date of earliest event reported): July 11, 1996
CARRAMERICA REALTY CORPORATION
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(Exact name of registrant as specified in its charter)
Maryland 1-11706 52-1796339
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification
Number)
1700 Pennsylvania Avenue, N.W., Washington, D.C. 20006
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(Address of Principal Executive Offices) (Zip Code)
The Registrant's telephone number, including area code: (202) 624-7500
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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.
Attached hereto as Exhibit 99.1 are Historical Summaries of
Operating Revenue and Expenses for the Consolidated Littlefield
Real Estate Partnerships for the year ended December 31, 1995 and
the three months ended March 31, 1996, with accompanying notes
and Independent Auditor's Report, reflecting the proposed
acquisition of 10 properties, land and an option to acquire land
located in Austin, Texas.
Item 6. Resignations of Registrant's Directors.
Not applicable.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements.
Attached hereto as Exhibit 99.1 are Historical Summaries of
Operating Revenue and Expenses for the Consolidated Littlefield
Real Estate Partnerships for the year ended December 31, 1995,
and the three months ended March 31, 1996, with accompanying
notes and Independent Auditors' Report, reflecting the proposed
acquisition of 10 properties, land and an option to acquire land
located in Austin, Texas.
(b) Pro forma financial information.
None.
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(c) Exhibits.
Exhibit
Number
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99.1 Historical Summaries of Operating Revenue and Expenses
for the Consolidated Littlefield Real Estate
Partnerships for the year ended December 31, 1995 and
the three months ended March 31, 1996, with accompanying
notes and Independent Auditors' Report.
Item 8. Change in Fiscal Year.
Not applicble.
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: July 11, 1996
CARRAMERICA REALTY CORPORATION
By: /s/ Brian K. Fields
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Brian K. Fields
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number
- ------
99.1 Historical Summaries of Operating Revenue and Expenses for the
Consolidated Littlefield Real Estate Partnerships for the year
ended December 31, 1995 and the three months ended March 31,
1996, with accompanying notes and Independent Auditors'
Report.
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INDEPENDENT AUDITORS' REPORT
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The Board of Directors
CarrAmerica Realty Corporation:
We have audited the accompanying historical summary of consolidated operating
revenue and expenses, as defined in note 1, of the consolidated Littlefield Real
Estate Partnerships ("Partnership") for the year ended December 31, 1995. This
historical summary is the responsibility of the Partnership's management. Our
responsibility is to express an opinion on the historical summary 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 historical summary is free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the historical summary. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the historical summary. We believe
that our audit provides a reasonable basis for our opinion.
The accompanying historical summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and is
not intended to be a complete presentation of the revenue and expenses of the
consolidated Littlefield Real Estate Partnerships.
In our opinion, the historical summary referred to above presents fairly, in all
material respects, the operating revenue and expenses described in note 1 of the
Consolidated Littlefield Real Estate Partnerships for the year ended December
31, 1995, in conformity with generally accepted accounting principles.
KPMG Peat Marwick LLP
Austin, Texas
July 3, 1996
1
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THE CONSOLIDATED LITTLEFIELD REAL ESTATE PARTNERSHIPS
Historical Summaries of Consolidated Operating Revenue and Expenses
For the three months ended March 31, 1996 (Unaudited) and
the year ended December 31, 1995
<TABLE>
<CAPTION>
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1996 1995
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(Unaudited)
<S> <C> <C>
Operating revenue:
Building rental $ 2,653,296 9,835,401
Recovery of operating expenses 338,534 1,208,428
Other 17,574 54,608
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Total operating revenue 3,009,404 11,098,437
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Operating expenses:
Cleaning 116,367 510,827
Utilities 415,573 1,683,301
Repairs and maintenance 223,757 949,486
General operating 183,533 434,348
Administrative 12,319 435,827
Salaries 166,536 695,243
Management Fees 159,528 540,585
Real estate taxes 332,522 1,231,872
Insurance 30,518 106,908
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Total operating expenses 1,640,653 6,588,397
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Operating revenue in excess of operating expenses $ 1,368,751 4,510,040
================= ================
</TABLE>
See accompanying notes to historical summary of consolidated operating revenue
and expenses.
2
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THE CONSOLIDATED LITTLEFIELD REAL ESTATE PARTNERSHIPS
Notes to Historical Summaries of Consolidated Operating Revenue and Expenses
For the Three Months Ended March 31, 1996 (Unaudited) and
the Year Ended December 31, 1995
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(1) Summary of Significant Accounting Policies
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(a) Description of the Properties
The consolidated Littlefield Real Estate Partnerships consist of
ten office properties located in Austin, Texas containing
approximately 894,000 rentable square feet. At March 31, 1996,
the properties' occupancy ranged from 48 to 100 percent of the
properties' available building space under lease with an average
of 77 percent under lease.
(b) Basis of Presentation
The accompanying historical summaries of consolidated operating
revenue and expenses are not representative of the actual
operations for the periods presented as certain revenues and
expenses, which may not be comparable to those expected to be
incurred by CarrAmerica Realty Corporation in the proposed
future operations of the building, have been excluded. Interest
income has been excluded from revenue, and interest,
depreciation and amortization, and other costs not directly
related to the future operations of the Consolidated Littlefield
Real Estate Partnerships have been excluded from expenses.
Management is not aware of any material factors relating to the
Consolidated Littlefield Real Estate Partnerships that would
cause the historical summaries of consolidated operating revenue
and expenses to not be indicative of future operating results of
the buildings.
(c) Revenue Recognition
Revenue from rental operations is recognized straight-line over
the terms of the respective leases.
3
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THE CONSOLIDATED LITTLEFIELD REAL ESTATE PARTNERSHIPS
Historical Summaries of Consolidated Operating Revenue and Expenses, Continued
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(1) Summary of Significant Accounting Policies
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(d) Interim Unaudited Financial Information
The accompanying unaudited financial information has been
prepared pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles have
been condensed or omitted pursuant to such rules and
regulations, although management believes that the disclosures
are adequate to make the information presented not misleading.
In the opinion of management, all adjustments consisting only of
normal recurring accruals, necessary to present fairly the
historical summaries of consolidated operating revenue and
expenses for the three months ended March 31, 1996, have been
included. The results of operations for the three month period
ended March 31, 1996 are not necessarily indicative of the
results for the full year.
(2) Proforma Taxable Consolidated Operating Results and Cash Available from
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Operations (Unaudited)
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The unaudited proforma table reflects the taxable operating results and
cash available from operations of the consolidated Littlefield Real
Estate Partnerships for the twelve months ended March 31, 1996, as
adjusted for certain items which can be factually supported. For
purposes of presenting proforma net taxable operating income, revenue
is recognized when it is either collectible under the lease terms or
collected. Tax depreciation for the building is computed on the
modified accelerated cost recovery system method over a 39-year life.
4
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THE CONSOLIDATED LITTLEFIELD REAL ESTATE PARTNERSHIPS
Historical Summaries of Consolidated Operating Revenue and Expenses, Continued
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(2) Proforma Taxable Consolidated Operating Results and Cash Available from
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Operations (Unaudited), Continued
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This statement does not purport to forecast actual operating results
for any period in the future (in thousands).
Proforma net operating income (exclusive of
depreciation and amortization expense) $ 4,691
Less - estimated depreciation and amortization expense 2,169
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Proforma taxable operating income $ 2,522
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Proforma cash available from operations $ 4,691
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