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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): February 18, 1998
CarrAmerica Realty, L.P.
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(formerly Carr Realty Corporation)
(Exact name of registrant as specified in its charter)
Delaware 000-22741 52-11976308
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
1700 Pennsylvania Avenue, N.W., Washington, D.C. 20006
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(Address of principal executive offices)
Registrant's telephone number, including area code: (202) 624-7500
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<PAGE>
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.
Not applicable.
(b) Pro Forma Financial Information.
Attached hereto as Exhibit 99.1 are a pro forma condensed consolidated
balance sheet (unaudited) at September 30, 1997 and pro forma condensed
consolidated statements of operations (unaudited) for the nine months ended
September 30, 1997 and the year ended December 31, 1996, relating to the
Partnership.
(c) Exhibits.
Exhibit
Number
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99.1 Pro Forma Financial Information.
Pro forma condensed consolidated balance
sheet (unaudited) at September 30, 1997 and
pro forma condensed consolidated statements
of operations (unaudited) for the nine
months ended September 30, 1997 and the year
ended December 31, 1996, relating to the
Partnership.
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: February 18, 1998
CARRAMERICA REALTY, L.P.
By: CarrAmerica GP Holdings, Inc.,
its general partner
By: /s/ Brian K. Fields
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Brian K. Fields
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number
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99.1 Pro Forma Financial Information.
Pro forma condensed consolidated balance sheet (unaudited) at
September 30, 1997 and pro forma condensed consolidated
statements of operations (unaudited) for the nine months ended
September 30, 1997 and the year ended December 31, 1996
relating to the Partnership.
Exhibit 99.1
CARRAMERICA REALTY, L.P.
PRO FORMA CONDENSED BALANCE SHEET
(In thousands)
<TABLE>
<CAPTION>
At September 30, 1997 (Unaudited)
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Pro Forma Adjustments
-------------------------
Acquired Disposed
Historical (A) Properties (B) Properties (C) Pro Forma
-------------- -------------- -------------- ---------
<S> <C> <C> <C> <C>
ASSETS
Rental property, net $401,194 $197,332 (1) ($51,304)(4) $547,222
Development property 50,968 9,537 (1) (5,937)(4) 54,568
Restricted and unrestricted cash 2,856 0 0 2,856
Other assets 11,487 (471)(2) (1,640)(5) 9,376
-------- -------- -------- --------
Total assets $466,505 $206,398 ($58,881) $614,022
======== ======== ======== ========
LIABILITIES
Mortgages and notes payable $131,799 $78,379 (2) ($62,387)(6) $147,791
Other liabilities 14,788 1,095 (2) (1,562)(5) 14,321
-------- -------- -------- --------
Total liabilities 146,587 79,474 (63,949) 162,112
PARTNERS' CAPITAL 319,919 126,924 (3) 5,068 (7) 451,911
-------- -------- -------- --------
Total liabilities and
partners' capital $466,506 $206,398 ($58,881) $614,023
======== ======== ======== ========
</TABLE>
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CARRAMERICA REALTY, L.P.
NOTES TO PRO FORMA CONDENSED BALANCE SHEET
September 30, 1997
(Unaudited)
Adjustments (dollars in thousands):
(A) Reflects the Partnership's unaudited historical condensed balance sheet as
of September 30, 1997.
(B) Reflects the following pro forma adjustments related to the acquired
properties:
(1) total acquisition costs of $206,869 ($28,714 related to 2600 West
Olive, $14,746 related to San Mateo I, $25,140 related to San
Mateo II&III, $12,286 related to Canyon Park Commons, $87,779
related to the US West Portfolio, $15,161 related to Tower of the
Hills, $13,506 related to Bay Technology Center, and $9,537
related to Commons at Las Colinas);
(2) the assumption of other existing debt of $78,379 ($19,370 related
2600 West Olive, $5,838 related to San Mateo II&III, and $53,171
related to the US West Portfolio), the assumption of other
liabilities of $1,095, and the assumption of other assets of $471;
and
(3) capital contributions of $82,539 from partners, and the issuance
of operating partnership units with a total value of $44,385
related to the acquisitions of 2600 West Olive, San Mateo I, and
the US West Portfolio.
(C) Reflects the following pro forma adjustments related to the dispositions
of First State Bank, The Quorum, Littlefield Building, and Norwood Tower:
(4) total net cost of properties of $57,241;
(5) the transfer of net assets of $78 ($1,640 in other assets and
$1,562 in other liabilities) in connection with the dispositions;
(6) the repayment of debt of $9,508 and the repayment of other
partnership debt of $52,879 with the total sales proceeds; and
(7) the recognition of a $5,068 gain on disposition of the properties.
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CARRAMERICA REALTY, L.P.
INTRODUCTION TO PRO FORMA FINANCIAL INFORMATION
The unaudited Pro Forma Condensed Balance Sheet is presented as if the
acquisition and sales of office properties and land that have been consummated
since September 30, 1997 had occurred on September 30, 1997. The unaudited Pro
Forma Condensed Statements of Operations for the nine months ended September 30,
1997 and the year ended December 31, 1996 are presented as if the acquisition
and sales of office properties have been consummated since the beginning of the
periods presented.
In management's opinion, all material adjustments necessary to reflect
the transactions described above are presented in the pro forma adjustments
columns, which are further described in the notes to the unaudited pro forma
financial information.
The unaudited Pro Forma Condensed Consolidated Balance Sheet and the
unaudited Pro Forma Condensed Consolidated Statements of Operations should be
read in conjunction with the Financial Statements of the Partnership and Notes
thereto. The unaudited Pro Forma Consolidated Balance Sheet is not necessarily
indicative of what the actual financial position of the Partnership would have
been at September 30, 1997, nor does it purport to represent the future
financial position of the Partnership. The unaudited Pro Forma Condensed
Statements of Operations are not necessarily indicative of what the actual
results of operations of the Partnership would have been assuming the
aforementioned transactions had been consummated as of the beginning of the
respective periods, nor does it purport to represent the results of operations
for future periods.
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CARRAMERICA REALTY, L.P.
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
(In thousands)
<TABLE>
<CAPTION>
For the nine months ended September 30
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Pro Forma Adjustments
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Acquired Disposed
Historical(A) Properties(B) Properties(C) Pro Forma
------------- ------------- ------------- ---------
<S> <C> <C> <C> <C>
Real estate operating revenue:
Rental revenue $40,157 $24,731 (1) ($5,810)(6) $59,078
Real estate service income 0 0 0 0
------- ------- ------- -------
Total revenues 40,157 24,731 (5,810) 59,078
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Real estate operating expenses:
Property operating expenses 17,411 5,526 (4) (3,445)(6) 19,492
Interest expense 3,989 7,377 (2) (3,113)(7) 8,253
General and administrative 1,625 100 (5) 0 1,725
Depreciation and amortization 8,784 5,401 (3) (1,605)(8) 12,580
------- ------- ------- -------
Total operating expenses 31,809 18,404 (8,163) 42,050
------- ------- ------- -------
Real estate operating inc 8,348 6,327 2,353 17,028
Other operating income
(expense), net 71 0 0 71
------- ------- ------- -------
Net income $8,419 $6,327 $2,353 $17,099
======= ======= ======= =======
</TABLE>
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CARRAMERICA REALTY, L.P.
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
(In thousands)
<TABLE>
<CAPTION>
For the year ended December 31, 1996 (Unaudited)
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Pro Forma Adjustments
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Acquired Disposed
Historical(A) Properties(B) Properties(C) Pro Forma
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<S> <C> <C> <C> <C>
Real estate operating revenue:
Rental revenue $13,376 $56,914 (1) ($2,156)(6) $68,134
Real estate service income 0 0 0 0
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Total revenues 13,376 56,914 (2,156) 68,134
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Real estate operating expenses:
Property operating expenses 6,546 17,911 (4) (1,277)(6) 23,180
Interest expense 1,475 10,822 (2) (3,077)(7) 9,220
General and administrative 680 325 (5) 0 1,005
Depreciation and amortization 3,148 11,848 (3) (529)(8) 14,467
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Total operating expenses 11,849 40,906 (4,883) 47,872
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Real estate operating inc 1,527 16,008 2,727 20,262
Other operating income
(expense), net 29 (1)(1) (1)(6) 27
------- ------- ------- -------
Net income $1,556 $16,007 $2,726 $20,289
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</TABLE>
<PAGE>
CARRAMERICA REALTY, L.P.
NOTES TO PRO FORMA CONDENSED STATEMENTS OF OPERATIONS
For the Nine Months Ended September 30, 1997 and the
Year Ended December 31, 1996
(Unaudited)
Adjustments (dollars in thousands):
(A) Reflects the Partnership's historical condensed statements of operations
for the nine months ended September 30, 1997 and the year ended December
31, 1996.
(B) Pro forma adjustments for the purchases of the acquired properties
reflect:
(1) the historical operating activity of the properties acquired;
(2) the additional interest expense on debt of $210,178, at a weighted
average interest rate of 8.3%, incurred for the acquisitions
($10,708 of interest costs, net of $3,331 capitalized for
development property for the nine months ended September 30, 1997
and $14,528 of interest costs, net of $3,706 capitalized for
development property for the year ended December 31, 1996);
(3) the depreciation expense for the acquisitions based on the new
accounting basis for the rental property acquired based on a 30
year useful life;
(4) the historical operating activity of the rental properties
acquired reduced by the elimination of management fee expenses
that are no longer incurred by the Partnership upon purchase of
the properties; and
(5) the estimated incremental general and administrative expenses
associated with the Partnership's asset growth.
(C) Pro forma adjustment for dispositions reflects:
(6) the elimination of the historical operating activity of the
properties sold;
(7) the reduction of interest expense from the repayment of $62,387 in
debt, at a weighted average interest rate of 6.6%, from the
proceeds of sold properties; and
(8) the elimination of the historical depreciation expense of the
properties sold.
