<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT TO APPLICATION OR REPORT
FILED PURSUANT TO SECTION 12, 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
CARRAMERICA REALTY CORPORATION
------------------------------
(Exact name of registrant as specified in charter)
AMENDMENT NO. 1
The undersigned registrant hereby amends Item 7(b) of its Current
Report on Form 8-K filed with the Commission on April 10, 1996 as set forth in
the pages attached hereto, to file an audited historical summary of operating
revenue and expenses of AT&T Center for the year ended December 31, 1995 and an
unaudited pro forma condensed consolidated balance sheet and statement of
operations reflecting the acquisition by registrant of the eight building
office complex containing approximately 1,082,000 square feet (the "Property")
known as AT&T Center located in Pleasanton, California, a suburban sub-market
of San Francisco's East Bay. The total cost of the Property was approximately
$109.4 million.
Date: May 13, 1996
CARRAMERICA REALTY CORPORATION
By: /s/ Brian K. Fields
-------------------
Brian K. Fields
Chief Financial Officer
<PAGE> 2
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(b) Pro Forma Financial Information
CarrAmerica Realty Corporation hereby amends Item 7(b) of its Current
Report on Form 8-K filed with the Commission on April 10, 1996 as set forth in
the pages attached hereto, to file an audited historical summary of operating
revenue and expenses of AT&T Center for the year ended December 31, 1995 and an
unaudited pro forma condensed consolidated balance sheet and statement of
operations reflecting the acquisition by registrant of the eight building office
complex containing approximately 1,082,000 square feet known as AT&T Center
located in Pleasanton, California, a suburban sub-market of San Francisco's
East Bay.
<PAGE> 3
CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1995
(UNAUDITED)
On March 29, 1996, CarrAmerica Realty Corporation (the Company),
formerly Carr Realty Corporation, acquired an eight-building, 1,082,032 square
foot office complex known as AT&T Center. The cost of the acquisition of
$109,375,496 was paid with borrowings of $108,666,520, cash on hand of $554,259
and assumption of certain liabilities.
This unaudited pro forma Condensed Consolidated Balance Sheet is
presented as if the purchase of AT&T Center had been consummated on December
31, 1995. In management's opinion, all adjustments necessary to reflect the
effects of the aforementioned purchase transaction have been made.
This unaudited pro forma Condensed Consolidated Balance Sheet is not
necessarily indicative of what the actual financial position would have been at
December 31, 1995, nor does it purport to represent the future financial
position of the Company.
<TABLE>
<CAPTION>
Pro Forma Pro Forma
Historical (A) Adjustments (B) Consolidated
-------------- -------------- ------------
(In thousands)
<S> <C> <C> <C>
ASSETS
Rental property, net $ 381,716 $ 109,375 $ 491,091
Restricted and unrestricted cash 11,466 (907) 10,559
Other assets 65,678 353 66,031
------- ------- -------
$ 458,860 $ 108,821 $ 567,681
======= ======= =======
LIABILITIES
Debt $ 317,374 $ 108,667 $ 426,041
Other liabilities 11,093 154 11,247
------- ------- -------
328,467 108,821 437,288
------- ------- -------
Minority interest 34,850 - 34,850
------- ------- -------
STOCKHOLDERS' EQUITY
Common stock 134 - 134
Additional paid-in capital 126,835 - 126,835
Dividends in excess of earnings (31,426) - (31,426)
------- ------- -------
95,543 - 95,543
------- ------- -------
$ 458,860 $ 108,821 $ 567,681
======= ======= =======
</TABLE>
NOTES:
(A) Reflects the Company's historical consolidated balance sheet as of
December 31, 1995.
(B) Reflects the net purchase of the office building known as AT&T Center
($108,763) financed by a line of credit ($108,667) and the assumption of
certain accounts payable and other liabilities ($154). Also reflects
payment of deferred financing costs ($353). Rental property adjustment
includes closing costs ($34), acquisition costs ($554), and the
assumption of accrued expenses at time of purchase ($24).
<PAGE> 4
CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
(UNAUDITED)
This unaudited pro forma Condensed Consolidated Statement of Operations is
presented as if the purchase of the office buildings known as AT&T Center had
been consummated as of January 1, 1995.
This unaudited pro forma Condensed Consolidated Statement of Operations
should be read in conjunction with the Historical Summary of Operating Revenue
and Expenses of AT&T Center and Notes thereto included elsewhere herein. In
management's opinion, all adjustments necessary to reflect the effects of the
purchase transaction described above have been made.
This unaudited pro forma Condensed Consolidated Statement of Operations is
not necessarily indicative of what actual results of operations of the Company
would have been assuming the purchase of AT&T Center had been consummated as of
January 1, 1995, nor does it purport to represent the results of operations
for future periods.
<TABLE>
<CAPTION>
For the year ended December 31, 1995
------------------------------------------------------------------
Historical
Statement of Pro Forma Pro Forma
Operations (A) Adjustments (B) Consolidated
-------------------- --------------- --------------
(in thousands, except per share data)
<S> <C> <C> <C>
Real estate operating revenue:
Rental revenue 89,539 16,269 (1) 105,808
Real estate service income 11,315 - 11,315
--------- --------- -----------
Total revenue 100,854 16,269 117,123
--------- --------- -----------
Real estate operating expenses:
Property operating expenses 31,579 159 (1,4) 31,738
Interest expense 21,873 6,357 (5) 28,230
General and administrative 10,711 - 10,711
Depreciation and amortization 18,495 8,478 (2,3) 26,973
--------- --------- -----------
Total operating expenses 82,658 14,994 97,652
--------- --------- -----------
Real estate operating income 18,196 1,275 19,471
Other operating expenses (912) - (912)
Net operating income before --------- --------- -----------
minority interest 17,284 1,275 18,559
Minority interest in earnings (5,217) - (5,217)
--------- --------- -----------
Net income $ 12,067 $ 1,275 $ 13,342
========= ========= ===========
Net income per common share (C) $ 0.90 $ 1.00
========= ===========
</TABLE>
Notes:
(A) Reflects the Company's historical consolidated statement of operations for
the year ended December 31, 1995.
(B) Pro forma adjustments for the purchase
of the office building known as AT&T Center reflect:
(1) the historical operating activity of AT&T Center for the year ended
December 31, 1995;
(2) the depreciation expense for AT&T Center based on the new accounting
basis for the rental property acquired ($8,125);
(3) the amortization expense of deferred loan costs incurred in obtaining the
line of credit ($353);
(4) the elimination of the management fee expense that will not be incurred
by the Company upon purchase of the property;
(5) the interest expense on the line of credit used to finance the purchase.
The subsequent repayment of this line of credit with proceeds from a
subsequent common stock issuance has not been reflected in the pro forma
Condensed Consolidated Statement of Operations.
(C) Based upon 13,338,080 shares of Common Stock outstanding on a weighted
average basis during the year ended December 31, 1995.
<PAGE> 5
AT&T CENTER
HISTORICAL SUMMARY OF OPERATING REVENUE AND EXPENSES
DECEMBER 31, 1995
(WITH INDEPENDENT AUDITORS' REPORT THEREON)
<PAGE> 6
[KPMG PEAT MARWICK LLP LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Carr Realty Corporation:
We have audited the accompanying historical summary of operating revenue and
expenses, as defined in note 1, of AT&T Center for the year ended December 31,
1995. This historical summary is the responsibility of the Company'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 AT&T
Center.
In our opinion, the historical summary referred to above presents fairly, in
all material respects, the operating revenue and expenses, as defined in
note 1, of AT&T Center for the year ended December 31, 1995, in conformity with
generally accepted accounting principles.
/s/ KPMG PEAT MARWICK LLP
Washington, D.C.
April 29, 1996
<PAGE> 7
AT&T CENTER
Historical Summary of Operating Revenue and Expenses
Year ended December 31, 1995
(In thousands)
<TABLE>
<S> <C>
=======================================================================================
Operating revenue:
Minimum base rent $ 16,016
Recoveries from tenants 253
- ---------------------------------------------------------------------------------------
Total rental revenue 16,269
- ---------------------------------------------------------------------------------------
Operating expenses:
Management fees 94
Owners' association fees 159
- ---------------------------------------------------------------------------------------
Total operating expenses 253
- ---------------------------------------------------------------------------------------
Operating revenue in excess of operating expenses $ 16,016
=======================================================================================
</TABLE>
See accompanying notes to historical summary of operating revenue and expenses.
2
<PAGE> 8
AT&T CENTER
Notes to Historical Summary of Operating Revenue and Expenses
Year ended December 31, 1995
(Dollars in thousands)
================================================================================
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF THE PROPERTY
AT&T Center is an eight-building office complex located in Pleasanton,
California, containing approximately 1,082,000 square feet of office
space. At December 31, 1995 100 percent of the office space was
leased to AT&T under ten leases expiring from February 1998 through
April 1999. Under the terms of the leases AT&T is responsible for
payment of all operating expenses except owners' association fees, for
which AT&T reimburses the owner of the buildings.
BASIS OF PRESENTATION
The accompanying historical summary of operating revenue and expenses
is 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 AT&T Center have been excluded
from expenses. Management is not aware of any material factors
relating to AT&T Center that would cause the historical summary of
operating revenue and expenses to not be indicative of future
operating results of the building.
REVENUE RECOGNITION
Revenue from rental operations is recognized straight-line over the
terms of the respective leases.
(2) ACQUISITION TRANSACTION
CarrAmerica Realty Corporation acquired AT&T Center on March 29, 1996.
(Continued)
3
<PAGE> 9
AT&T CENTER
Notes to Historical Summary of Operating Revenue and Expenses
================================================================================
(3) PROFORMA TAXABLE OPERATING RESULTS AND CASH AVAILABLE FROM OPERATIONS
(UNAUDITED)
The unaudited proforma table reflects the taxable operating results
and cash available from operations of AT&T Center for the year ended
December 31, 1995, 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. This statement does not purport to forecast
actual operating results for any period in the future.
<TABLE>
<S> <C>
Proforma net operating income (exclusive of depreciation and amortization expense) $ 15,598
Less-estimated depreciation and amortization expense 1,960
------------------------------------------------------------------------------------------------------
Proforma taxable operating income $ 13,638
======================================================================================================
Proforma cash available from operations $ 15,598
======================================================================================================
</TABLE>
================================================================================
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