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): October 16, 1996
CarrAmerica Realty Corporation
(formerly Carr Realty Corporation)
(Exact name of registrant as specified in its charter)
Maryland 1-11706 52-1796339
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
1700 Pennsylvania Avenue, N.W., Washington, D.C. 20006
(Address of principal executive offices)
Registrant's telephone number, including area code: (202) 624-7500
<PAGE>
FORM 8-K
ITEM 1. Changes in Control of Registrant
Not applicable
ITEM 2. Acquisition or Disposition of Assets.
The registrant reported its acquisition of the Littlefield
Portfolio, 10 office properties, certain land and an option to acquire certain
additional land in Austin, Texas, for an aggregate purchase price of
approximately $100 million in its Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996 filed with the Commission on August 14, 1996.
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.
Previously filed as an exhibit to a Form 8-K filed
with the Commission on July 11, 1996.
(b) Pro forma financial information.
Attached hereto as Exhibit 99.1 are an unaudited pro
forma condensed consolidated balance sheet and statement of operations
reflecting the acquisition by registrant of the Littlefield Portfolio, 10 office
properties, certain land and an option to acquire certain
additional land in Austin, Texas.
(c) Exhibits
Exhibit
Number
99.1 Financial Statements
(i) Unaudited pro forma condensed consolidated balance sheet
and statement of operations reflecting the acquisition by
registrant of the Littlefield Portfolio, 10 office
properties, certain land and an option to acquire certain
additional land in Austin, Texas.
ITEM 8. Change in Fiscal Year.
Not applicable.
<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 hereto duly authorized.
Date: October 16, 1996
CARRAMERICA REALTY CORPORATION
By: /s/ Brian K. Fields
----------------------
Brian K. Fields
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit
Number
99.1 Financial Statements
(i) Unaudited pro forma condensed consolidated balance sheet and
statement of operations reflecting the acquisition by registrant of the
Littlefield Portfolio, 10 office properties, certain land and an option to
acquire certain additional land in Austin, Texas.
CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Six Months Ended June 30, 1996 and the Year
Ended December 31, 1995
(Unaudited)
These unaudited pro forma Condensed Consolidated Statements of Operations
are presented as if the acquisition of the ten office properties and land held
for future development, known as the Littlefield Portfolio and the Offering and
Concurrent USRealty Purchase had been consummated as of the beginning of the
resepective periods.
These unaudited pro forma Condensed Consolidated Statements of Operations
should be read in conjunction with the Historical Summaries of Operating Revenue
and Expenses of the Littlefield Portfolio and Notes thereto. In management's
opinion, all adjustments necesssary to reflect the effects of the aforementioned
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 acquisition of the Littlefield Portfolio
and the Offering and Concurrent USRealty Purchase had been consummated as of the
beginning of the respective periods, nor does it purport to represent the
results of operations of the Company for future periods.
<TABLE>
<CAPTION>
(in thousands, except per share data)
For the Six months ended June 30, 1996
--------------------------------------
Historical Offering and Acquisition
Statement of Concurrent USRealty of Littlefield Pro Forma
Operations (A) Purchase (B) Portfolio (C) Consolidated
-------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Real estate operating revenue:
Rental revenue $ 58,133 $ - $ 5,763 (2) $ 63,896
Real estate service income 5,631 - - 5,631
-------------- ---------------- -------------- ----------------
Total revenues 63,764 - 5,763 69,527
Real estate operating expenses:
Property operating expenses 19,459 - 2,890 (2) 22,349
Interest expense 13,946 (8,111) 2,889 (3) 8,724
General and administrative 6,659 - 186 (2) 6,845
Depreciation and amortization 14,099 - 1,299 (1) 15,398
-------------- ---------------- -------------- ----------------
Total operating expenses 54,163 (8,111) 7,264 53,316
Real Estate Operating Income 9,601 8,111 (1,501) 16,211
Other operating income (expense) 1,077 - - 1,077
-------------- ---------------- -------------- ----------------
Net operating income before
minority interest 10,678 8,111 (1,501) 17,288
-------------- ---------------- -------------- ----------------
Minority interest (2,602) - 244 (2,358)
-------------- ---------------- -------------- ----------------
Income from continuing operations $ 8,076 $ 8,111 $ (1,257) $ 14,930
============== ================ ============== ================
Earnings per common share (D) $ 0.46 $ 0.51
============== ================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
(in thousands, except per share data)
For the year ended December 31, 1995
--------------------------------------
Historical Offering and Acquisition
Statement of Concurrent USRealty of Littlefield Pro Forma
Operations (A) Purchase (B) Portfolio (C) Consolidated
---------------- ---------------- -------------------- ----------------
<S> <C> <C> <C> <C>
Real estate operating revenue:
Rental revenue $ 89,539 $ - $11,098 (2) $100,637
Real estate service income 11,315 - - 11,315
---------------- ---------------- -------------- ----------------
Total revenues 100,854 - 11,098 111,952
Real estate operating expenses:
Property operating expenses 31,579 - 5,611 (2) 37,190
Interest expense 21,873 (16,882) 5,983 (3) 10,974
General and administrative 10,711 - 436 (2) 11,147
Depreciation and amortization 18,495 - 2,597 (1) 21,092
---------------- ---------------- -------------- ----------------
Total operating expenses 82,658 (16,882) 14,627 80,403
Real Estate Operating Income 18,196 16,882 (3,529) 31,549
Other operating income (expense) (912) - - (912)
---------------- ---------------- -------------- ----------------
Net operating income before
minority interest 17,284 16,882 (3,529) 30,637
---------------- ---------------- -------------- ----------------
Minority interest (5,217) - 738 (4,479)
---------------- ---------------- -------------- ----------------
Income from continuing operations $ 12,067 $ 16,882 $ (2,791) $ 26,158
================ ================ ============== ================
Earnings per common share (D) $ 0.90 $ 1.02
================ ================
</TABLE>
Notes
(A) Reflects the Company's historical consolidated statements of operations for
the six months ended June 30, 1996 and for the year ended December 31,
1995.
(B) Reflects the interest savings resulting from the use of proceeds from the
Offering and Concurrent USRealty Purchase to pay down existing debt.
(C) Pro forma adjustments for the purchase of the Littlefield Portfolio
reflect:
(1) the depreciation expense for the Littlefield Portfolio based on the
new accounting basis ($77,917) for the rental property acquired;
(2) the historical operating activity of the Littlefield Portfolio -
property operating expenses ($3,153 for the six months ended June 30,
1996 and $6,152 in 1995) have been reduced by the elimination of
management fee expense that will not be incurred by the Company upon
purchase of the property ($263 for the six months ended June 30, 1996
and $ 541 for 1995);
(3) the interest expense for the Littlefield Portfolio relating to
assumption of debt and draws on the line of credit ($356 and $2,533
for the six months ended June 30, 1996 and $710 and $5,273 for the
year ended December 31, 1995). The interest rate on assumed debt is
based on a stated rate of 7.375 percent; the interest rate on the line
of credit is a LIBOR-based floating interest rate, averaging 7.5
percent for the six months ended June 30, 1996 and 7.805 percent for
1995.
(D) Based upon 33,302,471 and 29,303,438 pro forma shares of Common Stock
outstanding and Common Stock equivalents on a weighted average basis during
the six months ended June 30, 1996 and the year ended December 31, 1995,
respectively. Net income and weighted average shares outstanding have been
adjusted for the assumed conversion of minority units which have a dilutive
effect on earnings per share.
<PAGE>
CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
June 30, 1996
(Unaudited)
On July 18, 1996 CarrAmerica Realty Corporation, (the "Company") sold
shares of Common Stock in a public offering and Security Capital U.S. Realty
(USRealty) directly purchased shares of Common Stock (the Offering and
Concurrent USRealty Purchase). The proceeds were to be used to repay outstanding
indebtedness on the Company's line of credit, which created additional borrowing
capacity, and to fund acquisitions. On August 2, 1996, the Company acquired ten
office properties and land held for future development, known as the Littlefield
Portfolio. The ten office properties contain approximately 894,000 square feet
of space. The $96,417,000 purchase was financed through the assumption of
existing debt ($9,694,000), the assumption of certain other liabilities
($1,546,000), the issuance of partnership units valued at $17,613,000 and a draw
on the Company's line of credit of $67,564,000.
This unadited pro forma Condensed Consolidated Balance sheet is presented
as if the purchase of the Littlefield Portfolio and the Offering and Concurrent
USRealty Purchase had been consummated on June 30, 1996. In managment'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 June 30, 1996 if the afore-mentioned transactions had occurred on
that date, nor does it purport to represent the future financial position of the
Company.
<TABLE>
<CAPTION>
Offering and Acquisition
Concurrent USRealty of Littlefield Pro Forma
Historical Purchase (B) Portfolio (C) Consolidated
------------ ---------------------- ------------------- -------------------
(In thousands)
<S> <C> <C> <C> <C>
ASSETS
Rental property, net $ 732,573 $ - $ 85,495 $ 818,068
Land held for development 9,605 - 10,344 19,949
Restricted and unrestricted cash 21,656 - - 21,656
Other assets 74,833 - 578 75,411
----------- ------------- ------------- -------------
$ 838,667 $ - $ 96,417 $ 935,084
=========== ============= ============= =============
LIABILITIES
Mortgages and notes payable $ 452,993 $ (216,298) $ 77,258 $ 313,953
Other liabilities 14,540 - 1,546 16,086
----------- ------------- ------------- -------------
467,533 (216,298) 78,804 330,039
Minority interest 34,498 - 17,613 52,111
STOCKHOLDERS' EQUITY
Common Stock 252 103 - 355
Additional paid-in capital 372,070 216,195 - 588,265
Dividends in excess of earning (35,686) - - (35,686)
----------- ------------- ------------- -------------
336,636 216,298 - 552,934
----------- ------------- ------------- -------------
$ 838,667 $ - $ 96,417 $ 935,084
=========== ============= ============= =============
</TABLE>
Notes:
(A) Reflects the Company's unaudited historical consolidated balance sheet as
of June 30, 1996.
(B) Reflects the effects of the Offering and the Concurrent USRealty Purchase
which resulted in the issuance of 7,475,000 and 2,785,714 shares of Common
Stock, respectively, in connection herewith at a price of $22.00 per share.
Transaction costs of $9,438 were incurred.
(C) Reflects the purchase of ten office properties and certain land known as
the Littlefield Portfolio ($96,417) through the assumption of existing debt
($9,694), the assumption of certain other liabilities ($1,546), the
issuance of partnership units valued at $17,613 and a draw on the Company's
line of credit of $67,564.
