-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Sd6ngvZQTnmUlk2NK1AcSiVPNWbi7BgPUQ3rPuUW2bfzGraz+MNOiHAFRUejiett PmvicVeZhnOAoi0LJ6gRZg== 0000950133-96-002868.txt : 19961220 0000950133-96-002868.hdr.sgml : 19961220 ACCESSION NUMBER: 0000950133-96-002868 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961101 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961219 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARRAMERICA REALTY CORP CENTRAL INDEX KEY: 0000893577 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 521796339 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11706 FILM NUMBER: 96682979 BUSINESS ADDRESS: STREET 1: 1700 PENNSYLVANIA AVE N W CITY: WASHINGTON STATE: DC ZIP: 20006 BUSINESS PHONE: 2026247500 MAIL ADDRESS: STREET 1: 1700 PENNSYLVANIA AVENUE STREET 2: SUITE 700 CITY: WASHINGTON STATE: DC ZIP: 20006 FORMER COMPANY: FORMER CONFORMED NAME: CARR REALTY CORP DATE OF NAME CHANGE: 19940218 8-K 1 FORM 8-K DATED 11/01/96. 1 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): November 1, 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 2 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. The historical financial statements relating to the acquisition of the Peterson portfolio, comprising 38 operating office buildings and one building under construction in suburban Atlanta, Georgia and one operating office building in Boca Raton, Florida (the "Peterson portfolio") required by Item 7(a) were filed with the Commission on a Current Report on Form 8-K on October 24, 1996. (b) Pro forma financial information. Attached hereto as Exhibit 99.1 are the unaudited condensed consolidated balance sheet and statement of operations reflecting the acquisition of the Peterson portfolio, as reported in Part II, Item 5 of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996 filed with the Commission on November 5, 1996. 3 (c) Exhibits Exhibit Number ------ 99.1 Pro Forma Financial Information -- Unaudited condensed consolidated balance sheet and statement of operations reflecting the acquisition of the Peterson portfolio. ITEM 8. CHANGE IN FISCAL YEAR. Not applicable. 4 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: December 19, 1996 CARRAMERICA REALTY CORPORATION By: /s/ Brian K. Fields ----------------------- Brian K.Fields Chief Financial Officer 5 EXHIBIT INDEX Exhibit Number - ------ 99.1 Pro Forma Financial Information -- Unaudited condensed consolidated balance sheet and statement of operations reflecting the acquisition of the Peterson portfolio. EX-99 2 PRO FORMA FINANCIAL INFORMATION. 1 CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (In thousands) On November 1, 1996, CarrAmerica Realty Corporation (the Company) acquired 38 buildings, and one building currently under construction, containing a total of approximately 1,403,000 square feet of office space and referred to as the Peterson Portfolio, all located in suburban Atlanta, Georgia. The transaction also included the acquisition of one building located in Boca Raton, Florida containing 162,000 square feet of office space as well as the rights to manage 10 properties for third parties. The aggregate purchase price for the Peterson Portfolio was approximately $128 million, and was paid for through a combination of cash, the issuance of 62,696 shares of Common Stock, and the assumption of approximately $22 million in debt and approximately $1 million in other liabilities. In October 1996, the Company consummated an offering of Series A Preferred Shares that raised net proceeds of approximately $43 million. The net proceeds of the October offering were used pay down indebtedness under its line of credit, thereby increasing the Company's borrowing capacity. This unaudited pro forma Condensed Consolidated Balance Sheet is presented as if the aforementioned transactions had been consummated on September 30, 1996. In management'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 September 30, 1996, had the transactions occurred on that date, nor does it purport to represent the future financial position of the Company.
At September 30, 1996 (Unaudited) ----------------------------------------------------------------------------- Pro Forma Adjustments ------------------------------------------------- Series A Acquisition Perferred Stock of Peterson Pro Forma Historical (A) Offering (B) Portfolio(C) Consolidated -------------- ------------------ ---------------- -------------- ASSETS Rental property, net $ 906,342 $ - $ 122,257 (1) $ 1,028,599 Development property 40,449 - 5,955 (1) 46,404 Restricted and unrestricted cash 22,882 - - 22,882 Other assets 74,235 - 254 (1) 74,489 ------------ ---------- ----------- ------------ Total assets $ 1,043,908 $ - $ 128,466 $ 1,172,374 ============ ========== =========== ============ LIABILITIES Mortgages and notes payable $ 426,069 $ (42,915) $ 125,678 (2) $ 508,832 Other liabilities 20,480 - 1,288 (2) 21,768 ------------ ---------- ----------- ------------ Total liabilities 446,549 (42,915) 126,966 530,600 Minority interest 51,611 - - 51,611 STOCKHOLDERS' EQUITY Preferred stock - 17 - 17 Common stock 355 - 1 (3) 356 Additional paid-in capital 588,684 42,898 1,499 (3) 633,081 Dividends in excess of earnings (43,291) - - (43,291) ------------ ---------- ----------- ------------ Total stockholders' equity 545,748 42,915 1,500 590,163 ------------ ---------- ----------- ------------ Total liabilities and stockholders' equity $ 1,043,908 $ - $ 128,466 $ 1,172,374 ============ ========== =========== ============
Notes: (A) Reflects the Company's historical consolidated balance sheet as of September 30, 1996. (B) Reflects the issuance of 1,740,000 Series A Preferred Shares at the price of $25 per share. Transaction costs of $585 were incurred. The Company used all of the proceeds to pay down amounts outstanding under its line of credit. (C) Reflects the following pro forma adjustments related to the Peterson Portfolio: (1) total acquisiton costs of $128,466 (2) the assumption of existing debt ($22,240), other liabilities ($1,288), and a draw on its line of credit ($103,438); and (3) the issuance of 62,696 shares of Common Stock in connection with the purchase. 2 CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data)
For the nine months ended September 30, 1996 (Unaudited) ------------------------------------------------------------------------- Pro Forma Adjustments --------------------------------- Series A Acquisition Preferred Stock of Peterson Pro Forma Historical (A) Offering (B) Portfolio (C) Consolidated --------------- --------------- ------------- ---------------- Real estate operating revenue: Rental revenue $ 100,639 $ - $ 15,105 (1) $ 115,744 Real estate service income 9,265 - - 9,265 --------------- ------------- ------------- ---------------- Total revenues 109,904 - 15,105 125,009 --------------- ------------- ------------- ---------------- Real estate operating expenses: Property operating expenses 33,371 - 5,923 (4) 39,294 Interest expense 21,857 (2,413) 6,684 (2) 26,128 General and administrative 10,661 - - 10,661 Depreciation and amortization 25,744 - 2,625 (3) 28,369 --------------- ------------- ------------- ---------------- Total operating expenses 91,633 (2,413) 15,232 104,452 --------------- ------------- ------------- ---------------- Real estate operating income 18,271 2,413 (127) 20,557 Other operating income (expense) 1,610 - - 1,610 --------------- ------------- ------------- ---------------- Income before minority interest 19,881 2,413 (127) 22,167 --------------- ------------- ------------- ---------------- Minority interest (3,895) - - (3,895) --------------- ------------- ------------- ---------------- Income from continuing operations $ 15,986 $ 2,413 $ (127) $ 18,272 =============== ============= ============= ================ Earnings per common share from continuing operations (D) $ 0.70 $ 0.71 =============== ================
For the year ended December 31, 1995 (Unaudited) ------------------------------------------------------------------------- Pro Forma Adjustments ------------------------------- Series A Acquisition Preferred Stock of Peterson Pro Forma Historical (A) Offering (B) Portfolio (C) Consolidated ---------------- ---------------- -------------- -------------- Real estate operating revenue: Rental revenue $ 89,539 $ - $ 18,743 (1) $ 108,282 Real estate service income 11,315 - - 11,315 ---------------- ---------------- -------------- -------------- Total revenues 100,854 - 18,743 119,597 ---------------- ---------------- -------------- -------------- Real estate operating expenses: Property operating expenses 31,579 - 7,379 (4) 38,958 Interest expense 21,873 (3,349) 9,210 (2) 27,734 General and administrative 10,711 - 10,711 Depreciation and amortization 18,495 - 3,499 (3) 21,994 ---------------- ---------------- -------------- -------------- Total operating expenses 82,658 (3,349) 20,088 99,397 ---------------- ---------------- -------------- -------------- Real estate operating income 18,196 3,349 (1,345) 20,200 Other operating income (expense) (912) - - (912) ---------------- ---------------- -------------- -------------- Income before minority interest 17,284 3,349 (1,345) 19,288 ---------------- ---------------- -------------- -------------- Minority interest (5,217) - - (5,217) ---------------- ---------------- -------------- -------------- Income from continuing operations $ 12,067 $ 3,349 $ (1,345) $ 14,071 ================ ================ ============== ============== Earnings per common share from continuing operations (D) $ 0.90 $ 0.84 ================ ==============
3 CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS For the Nine Months Ended September 30, 1996 and the Year Ended December 31, 1995 (Unaudited) Adjustments (dollars in thousands): (A) Reflects the CompanyGs historical consolidated statements of operations for the nine months ended September 30, 1996 and the year ended December 31, 1995. (B) Pro forma adjustment reflects the reduction in interest expense associated with the pay down of amounts outstanding under the Company's line of credit with the proceeds from the Series A Preferred Stock Offering. (C) Pro forma adjustments for the purchase of the Peterson Portfolio reflect: (1) the historical operating activity of the properties acquired; (2) the additional interest expense on the line of credit ($5,818 of interest costs net of $335 capitalized for the nine months ended September 30, 1996 and $8,073 of interest costs net of $465 capitalized in 1995) and interest expense on debt assumed ($1,201 for the nine months ended September 30, 1996 and $1,602 in 1995); (3) the depreciation expense for the acquisition based on the new accounting basis for the rental property acquired; and (4) the historical operating activity of the rental property ($6,522 for the nine months ended September 30, 1996 and $8,101 in 1995) reduced by the elimination of management fee expenses that is no longer incurred by the Company upon purchase of the properties ($599 for the nine months ended September 30, 1996 and $722 in 1995). (D) Based upon 27,785,702 and 18,219,383 pro forma shares of Common Stock outstanding and common stock equivalents on a weighted average basis during the nine months ended September 30, 1996 and the year ended December 31, 1995, respectively. Net income and weighted average shares outstanding have been adjusted for certain minority interests which have a dilutive effect on earnings per share. -----END PRIVACY-ENHANCED MESSAGE-----