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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 June 27, 1996 as set forth in the pages
attached hereto to file an unaudited pro forma condensed consolidated balance
sheet and statement of operations reflecting the acquisition by registrant of
Parkway North, an office park located in Deerfield Illinois, for an aggregate
purchase price of approximately $80 million.
Date: July 16, 1996
CARRAMERICA REALTY CORPORATION
By: /s/ Brian K. Fields
-------------------------
Brian K. Fields
Chief Financial Officer
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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 June 27, 1996 as set forth in
the pages attached hereto, to file an unaudited pro forma condensed consolidated
balance sheet and statement of operations reflecting the acquisition by
registrant of Parkway North, an office park located in Deefield Illinois,
including two office buildings containing approximately 514,000 square feet of
rentable space, and a special use building which contains approximately 15,000
square feet of common area space which is currently not held out for rent. The
Company also acquired additional land which will support the development of at
least 900,000 square feet of office space.
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CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
March 31, 1996
(Unaudited)
This unaudited pro forma Condensed Consolidated Balance Sheet is
presented as if the acquisition of Parkway North Center had been consummated on
March 31, 1996. In management's opinion, all adjustments necessary to reflect
the effects of the aforementioned acquisition 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
March 31, 1996, nor does it purport to represent the future financial position
of the Company.
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<CAPTION>
Pro Forma Pro Forma
Historical (A) Adjustments (B) Consolidated
-------------- --------------- ------------
(In thousands)
<S> <C> <C> <C>
ASSETS
Rental property, net $ 546,543 $ 79,632 $ 626,175
Restricted and unrestricted cash 22,289 - 22,289
Other assets 66,526 702 67,228
----------------- --------------- -----------------
$ 635,358 $ 80,334 $ 715,692
================= =============== ==================
LIABILITIES
Debt $ 496,957 $ 79,763 $ 576,720
Other liabilities 10,018 571 10,589
----------------- --------------- ------------------
506,975 80,334 587,309
----------------- --------------- ------------------
Minority interest 34,876 - 34,876
----------------- --------------- ------------------
STOCKHOLDERS' EQUITY
Common stock 136 136
Additional paid-in capital 127,376 127,376
Dividends in excess of earnings (34,005) - (34,005)
----------------- --------------- ------------------
93,507 - 93,507
----------------- --------------- ------------------
$ 635,358 $ 80,334 $ 715,692
================= =============== ==================
<FN>
Notes:
(A) Reflects the Company's historical consolidated balance sheet as of March
31, 1996, which includes AT&T Center acquired on March 29, 1996.
(B) Reflects the net purchase of Parkway North Center ($79,632) and certain
other assets ($702) financed by a line of credit ($50,513), the assumption
of debt ($29,250), and the assumption of certain accounts payable and
other liabilities ($571).
</FN>
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CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 1996 and The Year
Ended December 31, 1995
(Unaudited)
These unaudited pro forma Condensed Consolidated Statements of
Operations are presented as if the acquisitions of the office buildings known as
AT&T Center and Parkway North Center had been consummated as of the beginning of
the respective periods.
These unaudited pro forma Condensed Consolidated Statements of
Operations should be read in conjunction with the Historical Summaries of
Operating Revenues and Expenses of AT&T Center and Parkway North Center and
Notes thereto included elsewhere herein. In management's opinion, all
adjustments necessary to reflect the effects of the acquisition transactions
have been made.
These unaudited pro forma Condensed Consolidated Statements of
Operations are not necessarily indicative of what actual results of operations
of the Company would have been assuming the acquisitions of AT&T Center and
Parkway North Center had been consummated as of the beginning of the respective
periods, nor does it purport to represent the results of operations of future
periods.
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<CAPTION>
For the three months ended March 31, 1996
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Historical Pro Forma Adjustments
Statement of AT&T Parkway North Pro Forma
Operations (A) Center (B) Center (C) Consolidated
-------------- ------ ------ ------------
(in thousands, except per share data)
<S> <C> <C> <C> <C>
Real estate operating revenue:
Rental revenue $ 25,350 $ 4,122 (1) $ 2,818 (1) $ 32,290
Real estate service income 2,726 - - 2,726
---------- -------- ------------ ------------
Total revenue 28,076 4,122 2,818 35,016
---------- -------- ------------ ------------
Real estate operating expenses:
Property operating expenses 8,991 53 (3) 952 (3) 9,996
Interest expense 6,532 1,589 (4) 1,529 (4) 9,650
General and administrative 2,748 - 226 (1) 2,974
Depreciation and amortization 5,484 2,031 (2) 634 (2) 8,149
---------- -------- ------------ ------------
Total operating expenses 23,755 3,673 3,341 30,769
---------- -------- ------------ ------------
Real estate operating income 4,321 449 (523) 4,247
Other operating income (expense) 404 - - 404
Net operating income before
---------- -------- ------------ ------------
minority interest 4,725 449 (523) 4,651
Minority interest (1,390) - - (1,390)
---------- -------- ------------ -----------
Net income $ 3,335 $ 449 $ (523) $ 3,261
========== ======== ============ ============
Net income per common share (D) $ 0.25 $ 0.24
========== ============
For the year ended December 31, 1996
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Historical Pro Forma Adjustments
Statement of AT&T Parkway North Pro Forma
Operations (A) Center (B) Center (C) Consolidated
-------------- ------ ------ ------------
(in thousands, except per share data)
Real estate operating revenue:
Rental revenue $ 89,539 $ 16,269 (1) $ 11,295 (1) $ 117,103
Real estate service income 11,315 - - 11,315
------------- ------------ ------------- --------------
Total revenue 100,854 16,269 11,295 128,418
------------- ------------ ------------- --------------
Real estate operating expenses:
Property operating expenses 31,579 159 (3) 3,857 (3) 35,595
Interest expense 21,873 6,357 (4) 6,229 (4) 34,459
General and administrative 10,711 - 733 (1) 11,444
Depreciation and amortization 18,495 8,478 (2) 2,536 (2) 29,509
------------- ------------ ------------- --------------
Total operating expenses 82,658 14,994 13,355 111,007
------------- ------------ ------------- --------------
Real estate operating income 18,196 1,275 (2,060) 17,411
Other operating income (expense) (912) - - (912)
Net operating income before
------------- ------------ ------------- --------------
minority interest 17,284 1,275 (2,060) 16,499
Minority interest (5,217) - - (5,217)
------------- ------------ ------------- --------------
Net income $ 12,067 $ 1,275 $ (2,060) $ 11,282
============= ============ ============= ==============
Net income per common share (D) $ 0.90 $ 0.85
============= ==============
<FN>
Notes:
(A) Reflects the Company's historical consolidated statements of operations
for the three months ended March 31, 1996 and for the year ended December
31, 1995.
(B) Pro forma adjustments for the purchase of the office buildings known as
AT&T Center reflect:
(1) the historical operating activity of AT&T Center for the three months
ended March 31, 1996 and 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 ($2,031 for the three months
ended March 31, 1996 and $8,125 in 1995), and amortization expense of
deferred loan costs incurred to obtain the line of credit ($353 in
1995);
(3) the historical operating activity of the property acquired ($77 for
the three months ended March 31, 1996 and $253 for 1995) reduced by
the elimination of management fee expense that will not be incurred
by the Company upon purchase of the property ($24 for the three
months ended March 31, 1996 and $94 for 1995);
(4) 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 Statements of
Operations.
(C) Pro forma adjustments for the purchase of the office buildings known as
Parkway North Center reflect:
(1) the historical operating activity of Parkway North Center for the
three months ended March 31, 1996 and for the year ended December 31,
1995;
(2) the depreciation expense for Parkway North Center based on the new
accounting basis for the rental property acquired ($597 for the three
months ended March 31, 1996 and $2,386 in 1995), and amortization
expense of deferred loan costs incurred to obtain the line of credit
($37 for the three months ended March 31, 1996 and $150 in 1995);
(3) the historical operating activity of the property acquired ($1,044
for the three months ended March 31, 1996 and $4,265 for 1995)
reduced by the elimination of management fee expense that will not be
incurred by the Company upon purchase of the property ($92 for the
three months ended March 31, 1996 and $408 for 1995);
(4) 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 Statements of
Operations.
(D) Based upon 13,574,715 and 13,338,080 shares of Common Stock outstanding on
a weighted average basis during the three months ended March 31, 1996 and
during the year ended December 31, 1995, respectively.
</FN>
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