SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20543
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR QUARTER ENDED March 31, 2000
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COMMISSION FILE NO. 1-11706
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CARRAMERICA REALTY CORPORATION
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(Exact name of registrant as specified in its charter)
Maryland 52-1796339
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(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
1850 K Street, N.W., Washington, D.C. 20006
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(Address or principal executive office) (Zip code)
Registrant's telephone number, including area code (202) 729-1000
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N/A
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(Former name, former address and former fiscal year, if changed since last
report)
Number of shares outstanding of each of the registrant's
classes of common stock, as of May 10, 2000:
Common Stock, par value $.01 per share: 67,027,109 shares
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve (12) months (or such shorter period that the Registrant was
required to file such report) and (2) has been subject to such filing
requirements for the past ninety (90) days.
YES X NO
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Index
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Page
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Part I: Financial Information
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Item 1. Financial Statements
Consolidated balance sheets of CarrAmerica Realty Corporation and subsidiaries as of March
31, 2000 (unaudited) and December 31, 1999................................................................ 4
Consolidated statements of operations of CarrAmerica Realty Corporation and subsidiaries
for the three months ended March 31, 2000 and 1999 (unaudited)........................................... 5
Consolidated statements of cash flows of CarrAmerica Realty Corporation and subsidiaries
for the three months ended March 31, 2000 and 1999 (unaudited)........................................... 6
Notes to consolidated financial statements (unaudited).................................................... 7 to 11
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations..................... 12 to 16
Item 3. Quantitative and Qualitative Disclosures About Market Risk................................................ 17
Part II: Other Information
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Item 4. Submission of Matters to a Vote of Security Holders..................................................... 18
Item 6. Exhibits and Reports on Form 8-K......................................................................... 18
2
Part I
Item 1. Financial Information
---------------------
The information furnished in the accompanying consolidated balance
sheets, consolidated statements of operations and consolidated statements of
cash flows of CarrAmerica Realty Corporation and subsidiaries (the Company)
reflect all adjustments which are, in the opinion of management, necessary for a
fair presentation of the aforementioned financial statements for the interim
periods.
The aforementioned financial statements should be read in conjunction
with the notes to the financial statements and Management's Discussion and
Analysis of Financial Condition and Results of Operations.
3
CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets As Of March 31, 2000 and
December 31, 1999
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(In thousands, except per share and share amounts)
March 31, December 31,
2000 1999
---- ----
(Unaudited)
Assets
- ------
Rental property:
Land $ 680,882 $ 674,390
Buildings 2,120,928 2,082,533
Tenant improvements 325,324 304,983
Furniture, fixtures and equipment 5,997 5,916
------------ ------------
3,133,131 3,067,822
Less - accumulated depreciation (348,860) (323,455)
------------ ------------
Total rental property 2,784,271 2,744,367
Land held for development 103,859 104,050
Construction in progress 75,315 116,013
Cash and cash equivalents 44,344 51,886
Restricted cash and cash equivalents 13,054 12,475
Accounts and notes receivable 29,113 34,734
Investments 68,579 67,143
Accrued straight-line rents 50,438 47,764
Tenant leasing costs, net 60,205 58,848
Deferred financing costs, net 14,419 15,621
Prepaid expenses and other assets, net 22,792 18,503
Net assets of discontinued operations 210,645 207,668
------------ ------------
$ 3,477,034 $ 3,479,072
============ ============
Liabilities, Minority Interest, and Stockholders' Equity
- --------------------------------------------------------
Liabilities:
Mortgages and notes payable $ 1,609,911 $ 1,603,371
Accounts payable and accrued expenses 67,142 68,643
Rent received in advance and security deposits 28,344 27,757
------------ ------------
Total liabilities 1,705,397 1,699,771
Minority interest 92,405 92,586
Stockholders' equity:
Preferred Stock, $.01 par value, authorized 35,000,000 shares:
Series A Cumulative Convertible Redeemable Preferred Stock, $.01 par
value, 480,000 shares issued and outstanding at March 31, 2000 and
680,000 shares issued and outstanding at December 31, 1999 with an
aggregate liquidation preference of $12.0 million and
$17.0 million, respectively. 5 7
Series B, C and D Cumulative Redeemable Preferred Stock,
8,800,000 shares issued and outstanding with an aggregate
liquidation preference of $400.0 million. 88 88
Common Stock, $.01 par value, authorized 180,000,000 shares, issued and
outstanding 67,027,108 shares at March 31, 2000 and 66, 826,288 shares
at December 31, 1999 671 668
Additional paid in capital 1,817,502 1,816,990
Cumulative dividends in excess of net income (139,034) (131,038)
------------ ------------
Total stockholders' equity 1,679,232 1,686,715
------------ ------------
$ 3,477,034 $ 3,479,072
============ ============
See accompanying notes to consolidated financial statements
4
CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
For the Three Months Ended March 31, 2000 and 1999
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(Unaudited and in thousands, except per share amounts)
2000 1999
---- ----
Revenues:
Rental income:
Minimum base rent $ 113,880 $ 103,140
Recoveries from tenants 16,834 14,133
Parking and other tenant charges 5,911 4,185
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Total rental revenue 136,625 121,458
Real estate service revenue 4,941 3,900
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Total operating revenues 141,566 125,358
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Operating expenses:
Property expenses:
Operating expenses 32,282 29,304
Real estate taxes 11,946 11,041
Interest expense 26,890 21,318
General and administrative 9,772 9,309
Depreciation and amortization 32,149 26,155
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Total operating expenses 113,039 97,127
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Real estate operating income 28,527 28,231
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Other operating income:
Interest Income 877 912
Equity in earnings of unconsolidated partnerships 1,449 1,495
Gain on settlement of treasury locks -- 4,489
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Total other operating income 2,326 6,896
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Income from continuing operations before gain on sale of assets
and minority interest 30,853 35,127
Minority Interest (3,055) (5,736)
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Income from continuing operations before gain on sale of assets 27,798 29,391
Discontinued operations - Loss from Executive Suites operations (less
applicable income tax expense of $218 and $252, respectively). (1,380) (1,271)
----------- -----------
Income before gain on sale of assets 26,418 28,120
Gain on sale of assets, net of income taxes 5,354 18,055
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Net income $ 31,772 46,175
=========== ===========
Basic net income per common share:
Income from continuing operations $ 0.36 $ 0.55
Discontinued operations (0.02) (0.02)
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Net income $ 0.34 $ 0.53
=========== ===========
Diluted net income per share:
Income from continuing operations $ 0.36 $ 0.54
Discontinued operations (0.02) (0.02)
----------- -----------
Net income $ 0.34 $ 0.52
=========== ===========
See accompanying notes to consolidated financial statements
5
CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 2000 and 1999
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(Unaudited and in thousands)
2000 1999
---- ----
Cash flows from operating activities:
Net income $ 31,772 $ 46,175
------------ ----------
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization 38,550 30,402
Minority interest in income 2,999 5,719
Stock and units issued in connection with compensation plans 643 378
Equity in earnings of unconsolidated partnerships (1,449) (1,495)
Gain on sale of assets (5,354) (18,055)
Other 254 1,236
Change in assets and liabilities, net of acquisitions and dispositions:
Increase in accounts and notes receivable (3,073) (4,821)
(Increase) decrease in accrued straight-line rents (3,001) 640
Additions to tenant leasing costs (2,396) (2,120)
Decrease (increase) in prepaid expenses and other assets 279 (4,436)
Decrease in accounts payable and accrued expenses (1,691) (10,381)
Increase (decrease) in rent received in advance and security deposits 3,349 (4,550)
------------ ----------
Total adjustments 29,110 (7,483)
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Net cash provided by operating activities 60,882 38,692
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Cash flows from investing activities:
Acquisition and development of rental property (32,601) (12,751)
Acquisition and development of executive suites assets (8,640) (19,760)
Additions to land held for development (5,489) (10,061)
Additions to construction in progress (5,092) (65,048)
Distributions from unconsolidated partnerships 1,402 21,440
Investments in unconsolidated partnerships (2,673) (1,409)
Acquisition of minority interest (229) --
Decrease (increase) in restricted cash and cash equivalents 63 (20,852)
Proceeds from sales of rental property 32,719 253,771
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Net cash provided (used) by investing activities (20,540) 145,330
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Cash flows from financing activities:
Repurchase of common stock -- (109,693)
Net borrowings (repayments) on unsecured credit facility 10,000 (65,000)
Proceeds from refinance of existing mortgages -- 41,220
Repayment of mortgages payable (3,460) (3,711)
Dividends and distributions to minority interests (42,913) (44,816)
Contributions from minority interests -- 5,888
Additions to deferred financing costs -- (1,052)
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Net cash used by financing activities (36,373) (177,164)
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Foreign currency translation adjustment (854) (1,733)
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Increase in unrestricted cash and cash equivalents 3,115 5,125
Unrestricted cash and cash equivalents, beginning of the period 55,332 36,499
------------ ----------
Unrestricted cash and cash equivalents, end of the period $ 58,447 $ 41,624
============ ==========
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $3,218 and $8,055
for the three months ended March 31, 2000 and 1999, respectively) $ 31,997 $ 18,257
============ ==========
See accompanying notes to consolidated financial statements
6
CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
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(1) Description of Business and Summary of Significant Accounting Policies
(a) Business
CarrAmerica Realty Corporation (the "Company") is a self-administered
and self-managed equity real estate investment trust ("REIT"),
organized under the laws of Maryland, which owns, develops, acquires
and operates office properties. The Company's office properties
primarily are located in 14 suburban markets across the United States.
(b) Basis of Presentation
The accounts of the Company and its majority-owned/controlled
subsidiaries and affiliates are consolidated in the accompanying
financial statements. The Company uses the equity method of accounting
for its investments in and earnings and losses of unconsolidated
partnerships not controlled by the Company. Management of the Company
has made a number of estimates and assumptions relating to the
reporting of assets and liabilities, revenues and expenses, and the
disclosure of contingent assets and liabilities to prepare these
financial statements in conformity with generally accepted accounting
principles. Actual results could differ from those estimates.
(c) Interim Financial Statements
The information furnished reflects all adjustments, which are, in the
opinion of management, necessary to reflect a fair presentation of the
results for the interim periods, and all such adjustments are of a
normal, recurring nature.
(d) New Accounting Pronouncements
In June 1998, the FASB issued SFAS No. 133 "Accounting for Derivative
Instruments and Hedging Activities", which requires that an entity
recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair
value. This statement, as amended, is effective for all fiscal
quarters of fiscal years beginning after June 15, 2000. The Company is
evaluating and has not yet determined the impact of this
pronouncement.
(e) Per Share Data and Dividends
The following is a reconciliation of the numerators and denominators
of the basic and diluted EPS computations for income from continuing
operations before extraordinary item:
Three Months Three Months
Ended March 31, 2000 Ended March 31, 1999
-----------------------------------------------------------------------------
Income Per Income Per
(000's) Shares Share (000's) Shares Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
-----------------------------------------------------------------------------
Basic EPS $ 24,375 66,967 $ 0.36 $ 38,701 71,099 $ 0.54
Effect of Dilutive
Stock Options -- 248 -- -- 293 --
Series A Preferred -- -- -- 315 680 --
Units in Carr Realty, LP -- -- -- 873 1,778 --
-------- ------ ------ -------- ------ ------
Diluted EPS $ 24,375 67,215 $ 0.36 $ 39,889 73,850 $ 0.54
======== ====== ====== ======== ====== ======
Income from continuing operations before extraordinary item has been
reduced by preferred stock dividends of $8,777 and $8,745 for the
three month periods ended March 31, 2000 and 1999, respectively.
The effects of stock options, units and Series A Preferred Stock are
not included in the computation of diluted EPS for a given period if
their effect is antidilutive.
7
CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
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(f) Reclassifications
Certain reclassifications of prior period amounts have been made to
conform to the current period's presentation.
(2) Hedging Transactions
In 1998, the Company entered into forward treasury agreements in order to
hedge against the impact that interest rate fluctuations would have on debt
instruments the Company planned to issue in the future. At December 31,
1998, the Company determined that these agreements no longer represented
effective hedges and recorded a loss of $13.7 million in anticipation of
terminating the agreements. In February 1999, the Company settled these
contracts for $9.2 million in cash and recorded a gain of $4.5 million.
(3) Common Stock
In April 1998, the Company sold 5,000,000 shares of common stock to Merrill
Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), resulting in
net proceeds to the Company of approximately $147 million, in what is
commonly know as a "forward equity sale" transaction. In 1998, the Company
paid Merrill Lynch $39.3 million and in March 1999 the Company settled this
agreement with a final payment of $109.7 million, at which time the
5,000,000 shares were repurchased by the Company and cancelled.
(4) Discontinued Operations
On January 20, 2000, the Company, HQ Global, VANTAS and FrontLine Capital
Group entered into several agreements pursuant to which a series of
transactions will occur, including (i) the merger of VANTAS with and into
HQ Global, (ii) the acquisition by FrontLine Capital Group of certain
shares of common stock of HQ Global from the Company and other stockholders
of HQ Global, and (iii) the acquisition by VANTAS of the Company's debt and
equity interests in OmniOffices (UK) Limited and OmniOffices (Lux) 1929
Holding Company S.A. Following the completion of these transactions,
FrontLine Capital Group will own a substantial majority of the outstanding
stock of HQ Global, with the Company retaining a minority interest in HQ
Global.
HQ Global has $140.5 million outstanding under a $200.0 million credit
facility with Morgan Guaranty Trust Company ("Morgan") as lead agent. The
Company unconditionally guarantees this credit facility, and the terms of
the HQ Global credit facility with respect to interest rate and maturity
are the same as the terms of the Company's unsecured credit facility with
Morgan as lead agent. The borrowings outstanding under the HQ Global
unsecured credit facility are included within net assets of discontinued
operations in the accompanying balance sheets.
8
CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
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The assets and liabilities of the executive suites businesses at March
31, 2000 and December 31, 1999 are as follows (in thousands):
March 31, 2000 December 31, 1999
-------------- -----------------
Assets:
Rental property, net $ 103,313 $ 98,880
Goodwill, net of accumulated amortization 250,274 253,050
Other assets 90,558 87,000
--------- --------
Total assets 444,145 438,930
Liabilities and other:
Unsecured credit facility 140,500 140,500
Other liabilities 84,412 81,256
--------- --------
224,912 221,756
Minority interest 10,496 10,560
Foreign currency translation adjustment (1,908) (1,054)
--------- --------
Net assets of discontinued operations $ 210,645 $207,668
========= ========
Executive Suites revenue (included in discontinued operations in the
statement of operations) represents rental income from executive suites
customers and income from various services provided to these customers,
such as, telephone and administrative support. Such revenue is recognized
as earned. Total revenues for the executive suites operations were $72.1
million for the three months ended March 31, 2000 compared with $49.1
million for the three months ended March 31, 1999. The $23.0 million
revenue increase resulted from an increase in owned centers from 113 at
March 31, 1999 to 193 at March 31, 2000. The increase in revenue was offset
by corresponding increases in operating expense, interest expense and
depreciation and amortization.
The Company does not expect a loss from disposal of the executive suites
businesses. The merger is scheduled to close on or before May 31, 2000. The
proposed transaction is subject to satisfaction of a number of conditions.
There can be no assurance that the proposed transaction will be
consummated.
(5) Gain on Sale of Assets
The Company has disposed of certain assets that are inconsistent with its
long-term strategic or return objectives or where market conditions for
sale are favorable. During the three months March 31, 2000, the Company
disposed of four operating office properties recognizing gains totaling
$5.4 million, net of $0.3 million in income taxes. During the three months
ended March 31, 1999, the Company disposed of 24 operating office
properties recognizing gains totaling $18.1 million, net of $8.4 million in
income taxes.
9
CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
(6) Segment Information
The Company's reportable operating segments are real estate property
operations and development operations. Other business activities and
operating segments that are not reportable are included in other
operations.
The Company's operating segments' performances are measured using funds
from operations. Funds from operations represent net operating income
before minority interest and extraordinary items, excluding depreciation
and amortization on real estate assets and discontinued operations, gains
on treasury locks and gain on sale of assets.
(In millions) For the three months ended
March 31, 2000
---------------------------------------------------------
Real Estate
Property Development Other
Operations Operations Operations Total
----------- ---------- ---------- ----------
Operating revenue $ 136.6 1.9 3.1 $ 141.6
Segment expense 44.2 1.0 8.8 54.0
-------- ----- ------ --------
Net segment revenue (expense) 92.4 .9 (5.7) 87.6
Interest expense 12.8 -- 14.1 26.9
Other income (expense), net 1.2 -- .1 1.3
-------- ----- ------ --------
Funds from operations $ 80.8 .9 (19.7) 62.0
======== ===== ======
Adjustments:
Depreciation and amortization (31.1)
--------
Income from continuing operations
before gain on sale of assets and
minority interest 30.9
Income taxes, minority interest and
gain on sale of assets 2.3
Discontinued operations - loss,
net of income tax (1.4)
--------
Net income $ 31.8
========
10
CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
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(In millions) For the three months ended
March 31, 1999
------------------------------------------------------------
Real Estate
Property Development Other
Operations Operations Operations Total
---------- ----------- ---------- -------
Operating revenue $ 121.5 1.4 2.5 $ 125.4
Segment expense 40.4 .9 8.4 49.7
------- ----- ------ -------
Net segment revenue (expense) 81.1 .5 (5.9) 75.7
Interest expense 12.2 -- 9.1 21.3
Other income (expense), net 1.3 -- .3 1.6
------- ----- ------ -------
Funds from operations $ 70.2 .5 (14.7) 56.0
======= ===== ======
Adjustments:
Depreciation and amortization (25.3)
Gain on treasury locks 4.5
-------
Income from continuing operations
before gain on sale of assets and
minority interest 35.2
Income taxes, minority interest and 12.3
Discontinued operations - loss, net
of income tax (1.3)
-------
Net income $ 46.2
=======
11
Management's Discussion and Analysis of Financial Condition
and Results of Operations of the Company
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Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion is primarily based on the Consolidated Financial
Statements of CarrAmerica Realty Corporation and its subsidiaries (the
"Company") as of March 31, 2000 and December 31, 1999, and for the three months
ended March 31, 2000 and 1999. The comparability of the periods is impacted by
acquisitions completed, development properties placed in service and
dispositions made during 2000 and 1999. As of March 31, 1999, the Company owned
273 properties. This number increased to 282 at March 31, 2000.
The Company's reportable operating segments are real estate property
operations and development operations. Development operations are primarily
third-party development fee income and associated expenses. Other business
activities and operating segments that are not reportable are included in other
operations. Executive office suites are presented as discontinued operations.
This information should be read in conjunction with the accompanying
consolidated financial statements and notes thereto. These consolidated
financial statements include all adjustments, which are, in the opinion of
management, necessary to reflect a fair statement of the periods presented, and
all such adjustments are of a normal, recurring nature.
RESULTS OF OPERATIONS - Three Months Ended March 31, 2000 and 1999
Real Estate Property Operations
Total real estate property operating revenue increased $15.1 million, or
12.4%, to $136.6 million for the three months ended March 31, 2000, compared to
$121.5 million for the three months ended March 31, 1999. This increase resulted
from development properties placed in service and same store rental growth which
exceeded the loss of rental revenue due to dispositions. Same store net
operating income in 2000 grew by 11.3% or $7.1 million over the same period in
1999, as a result of a 8.1% increase in rental revenue. This increase was driven
by an increase in average rental rates primarily in San Francisco Bay area
properties. The occupancy rate for same store properties increased to 97.0% for
the first quarter of 2000 from 96.6% for the first quarter of 1999.
Real estate property operating expenses increased $3.8 million primarily as
a result of development properties placed in service. Same store operating
expenses in 2000 decreased by $0.4 million or 1.4% over the first quarter of
1999. Interest expense increased by $0.6 million over the three months ended
March 31, 1999 primarily as a result of an increase in borrowings offset
partially by lower interest rates on refinanced mortgages.
Development Operations
Development fee income increased $0.5 million to $1.9 million and
development operating expenses increased $0.1 million to $1.0 million for the
first quarter of 2000. These increases are the result of an increase in the
number of development fee projects the Company manages.
Other Operations
Operating revenues increased $0.6 million for the three months ended March
31, 2000 compared to the same period in 1999 primarily from increases in leasing
fees and other service income.
Other operations expenses increased $0.4 million primarily as a result of
professional fees associated with the Company's Project Excellence program. The
project's mission is primarily to examine the Company's current finance,
technology and business processes in order to identify and implement changes
needed to improve these processes to the level of best practice.
12
Management's Discussion and Analysis of Financial Condition
and Results of Operations of the Company
- --------------------------------------------------------------------------------
Interest expense increased $5.0 million or 55% to $14.1 million compared to
$9.1 million in 1999. This was primarily due to a $4.8 million decrease in
capitalizable interest for the three months ended March 31, 2000 as compared to
1999.
Discontinued Operations
Loss from operations of discontinued executive suites businesses was $1.4
million for 2000 versus $1.3 million reported for the three months ended March
31, 1999.
LIQUIDITY AND CAPITAL RESOURCES
The Company seeks to create and maintain a capital structure that will
enable it to diversify its capital sources and thereby allow the Company to
obtain additional capital from a number of different sources, including
additional equity offerings of common and/or preferred stock, public and private
debt financings, and, where appropriate, asset dispositions. Management believes
that the Company will have access to the capital resources necessary to expand
and develop its business, to fund its operating and administrative expenses, to
continue debt service obligations, to pay dividends in accordance with REIT
requirements, to acquire additional properties and land as market conditions
permit, and to pay for construction in progress in both the short and long term.
The Company's debt and preferred stock offerings have been rated by three
rating agencies. Duff & Phelps Credit Rating Co. (DCR) and Standard & Poors
(S&P) have each assigned their BBB rating to senior unsecured debt offerings of
the Company and their BBB- rating to cumulative preferred stock offerings of the
Company. Moody's Investor Service (Moody's) has assigned its Baa3 rating to
senior unsecured debt offerings of the Company and its Ba2 rating to cumulative
preferred stock offerings of the Company.
The Company's total indebtedness, excluding discontinued operations, at
March 31, 2000 was approximately $1.6 billion, of which $353 million, or 22%,
bore a LIBOR-based floating interest rate. The Company's mortgages payable fixed
rate indebtedness bore an effective weighted average interest rate of 8.0% at
March 31, 2000 and had a weighted average term to maturity of 6.7 years. Based
upon the Company's total market capitalization at March 31, 2000 of $3.6 billion
(the common stock price was $21.25 per share; the total shares of common stock,
convertible preferred stock and Units outstanding was approximately 73,987,000
and the aggregate liquidation value of the cumulative redeemable preferred stock
was $400 million), the Company's debt represented 45% of its total market
capitalization. The Company has a $450.0 million unsecured credit facility, of
which $353.0 million had been advanced, letters of credit totaling $3.7 million
were issued, and $93.3 million was available for draw. HQ Global has a $200.0
million unsecured credit facility, which is guaranteed by the Company. As of
March 31, 2000, $140.5 million had been advanced, letters of credit totaling
$10.8 million were issued, and $48.7 million was available for draw. It is
contemplated that the HQ Global facility will be repaid and terminated in
connection with the proposed HQ Global/VANTAS transaction.
Rental revenue and real estate service revenue have been the principal
sources of cash to fund the Company's operating expenses, debt service and
routine capital expenditures. The Company and its affiliates also require
capital to invest in their existing portfolio of operating assets for major
capital projects such as large-scale renovations and tenant related capital
expenditures, such as tenant improvements and allowances and leasing
commissions. The Company believes that these sources of revenue will continue to
provide the funds necessary for these expenditures.
Additionally, the Company and its affiliates (including CarrAmerica
Development, Inc.) will require a substantial amount of capital for development
projects currently underway and planned for the future. As of March 31, 2000,
the Company had approximately 954,000 square feet of office space in 16
development projects under construction which are expected to require a total
investment by the Company of approximately $166 million. As of March 31, 2000,
the Company had expended $75.3 million, or 45 percent of the total expected
investment. In addition, CarrAmerica Development has made commitments of $170.0
million for new development projects that will commence construction in 2000.
13
Management's Discussion and Analysis of Financial Condition
and Results of Operations of the Company
- --------------------------------------------------------------------------------
Prior to the second quarter of 1998, the Company met its capital
requirements primarily by accessing the public equity and debt capital markets.
As a general matter, conditions in the public equity and debt capital markets
for most REITs have not been favorable since that time. In response to these
unfavorable conditions, the Company has curtailed its acquisition program and
satisfied its cash needs through the disposition of selected assets, the
refinancing of selected assets, prudent use of joint ventures that reduce the
Company's investment requirement and utilization of the Company's existing
credit facilities.
During the first quarter of 2000, the Company disposed of four operating
properties, generating net proceeds of $32.7 million. As of May 10, 2000, the
Company has three projects under contract for sale which are projected to
produce net proceeds of $36.8 million of which $27.6 million is projected for
the second quarter 2000. Due to uncertainties in the disposition process, there
can be no assurance that these sales will close or that they will achieve the
expected net proceeds.
As a result of the Company's disposition and refinancing efforts, the
Company believes that funding is available for all capital requirements through
the end of 2000, including firm commitments for development projects. The
Company expects to continue to rely on cash flow from operations, asset
dispositions, asset refinancings, joint ventures and access to its credit
facilities to fund capital requirements for the foreseeable future.
Net cash provided by operating activities was $60.9 million for the three
months ended March 31, 2000, compared to $38.7 million for the three months
ended March 31, 1999. The increase of $22.2 million in net cash provided by
operating activities resulted primarily from the timing of payments for accounts
payable and rents received in advance. The Company's investing activities used
$20.5 million for the three months ended March 31, 2000 compared to the
Company's investing activities providing $145.3 million for the three months
ended March 31, 1999. The Company's investment activities included sales of
office buildings and land acquired for future development and additions to
construction in progress. Net proceeds from the sales of rental property was
$32.7 million for the three months ended March 31, 2000, compared to $253.8
million for the three months ended March 31, 1999. The Company invested
approximately $51.8 million in acquisitions and improvements to existing real
estate assets, acquisition and development of executive suites assets and
additions to land held for development and construction in progress for the
three months ended March 31, 2000 compared to $107.6 million for the comparable
period of 1999.
Net of dividends paid and distributions to minority interests, the
Company's financing activities provided net cash of $6.5 million for the three
months ended March 31, 2000 compared to net cash used of $132.3 million for the
three months ended March 31, 1999. During the three months ended March 31, 1999,
the Company repurchased 5,000,000 common shares issued in its forward equity
sale transaction for $109.7 million. Proceeds from the sale of rental properties
were used to fund this transaction and to repay amounts on the unsecured credit
facility. For the three months ended March 31, 2000, the Company's net
borrowings on its unsecured credit facility were $10.0 million as compared to
net repayments of $65.0 million for the comparable period of 1999.
The Company's dividends are paid quarterly. Amounts accumulated for
distribution are primarily invested by the Company in short-term investments
that are collateralized by securities of the United States Government or certain
of its agencies.
14
Management's Discussion and Analysis of Financial Condition
and Results of Operations of the Company
- --------------------------------------------------------------------------------
Funds From Operations
The Company believes that funds from operations (FFO) is helpful to
investors as a measure of the performance of an equity REIT because, along with
cash flow from operating activities, financing activities and investing
activities, it provides investors with an indication of the ability of the
Company to incur and service debt, to make capital expenditures and to fund
other cash needs. In accordance with the National Association of Real Estate
Investment Trusts (NAREIT) White Paper on funds from operations as approved by
the Board of Governors of NAREIT, funds from operations represents net income
(loss) (computed in accordance with generally accepted accounting principles),
excluding gains (or losses) from debt restructuring or sales of property, plus
depreciation and amortization of assets uniquely significant to the real estate
industry and after adjustments for unconsolidated partnerships and joint
ventures. Adjustments for unconsolidated partnerships and joint ventures are
calculated to reflect funds from operations on the same basis. The Company's
funds from operations may not be comparable to funds from operations reported by
other REITs that do not define the term in accordance with the current NAREIT
definition or that interpret the current NAREIT definition differently than the
Company. NAREIT's definition for FFO excludes discontinued operations, however,
the Company has elected to calculate FFO from discontinued operations of the
Company's executive suites businesses. FFO for discontinued operations includes
executive suites earnings before depreciation, amortization and deferred taxes
("EBDADT"). The Company has restated the prior year to conform with the current
year presentation which excludes the add back of development losses associated
with the Company's executive suites business. The Company continues to exclude
the gain on settlement of treasury locks for the restated 1999 FFO. Funds from
operations does not represent net income or cash flow generated from operating
activities in accordance with generally accepted accounting principles and, as
such, should not be considered an alternative to net income as an indication of
the Company's performance or to cash flow as a measure of liquidity or the
Company's ability to make distributions.
The following table provides the calculation of the Company's funds from
operations for the period presented:
(In thousands) Three Months Ended
March 31,
------------------------
2000 1999
---- ----
Net income from continuing operations before minority interest $ 36,207 $ 53,182
Adjustments to derive funds from continuing operations:
Add depreciation and amortization 31,442 25,366
Deduct:
Minority interests' (non Unitholders) share of depreciation,
Amortization and net income (255) (49)
Gain on settlement of treasury locks --- (4,489)
Gain on sale of assets (5,354) (18,055)
---------- ----------
Funds from continuing operations before allocations to the minority
Unitholders 62,040 55,955
Less funds from continuing operations allocable to the minority
Unitholders (4,437) (4,166)
---------- ----------
Funds from continuing operations allocable to CarrAmerica Realty
Corporation 57,603 51,789
Less preferred stock dividends (8,777) (8,745)
---------- ----------
Funds from continuing operations attributable to common shareholders 48,826 43,044
---------- ----------
Discontinued operations 4,895 3,086
---------- ----------
Funds from operations attributable to common shareholders $ 53,721 $ 46,130
========== ==========
15
Management's Discussion and Analysis of Financial Condition
and Results of Operations of the Company
- --------------------------------------------------------------------------------
FORWARD-LOOKING STATEMENTS
Certain statements contained herein constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995 (the
"Reform Act"). Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the actual results, performance
or achievements of the Company and its affiliates or industry results to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors include,
among others, the following: national and local economic, business and real
estate conditions that will, among other things, affect demand for office
properties, availability and creditworthiness of tenants, the level of lease
rents and the availability of financing for both tenants and the Company,
adverse changes in the real estate markets, including, among other things,
competition with other companies, risks of real estate acquisition and
development (including the failure of pending acquisitions to close and pending
developments to be completed on time and within budget), actions, strategies and
performance of affiliates that the Company may not control, governmental actions
and initiatives, and environmental/safety requirements.
16
Management's Discussion and Analysis of Financial Condition
and Results of Operations of the Company
- --------------------------------------------------------------------------------
Item 3. Quantitative and Qualitative Disclosures About Market Risk
No material changes in the Company's market risk have occurred since the
filing of the Company's Annual Report on Form 10-K for the year ended December
31, 1999.
17
Part II
OTHER INFORMATION
- -----------------
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 6. Exhibits and Reports on Form 8-K
(a.) Exhibits
10.1 Agreement and Plan of Merger by and among HQ Global
Workplaces, Inc., the Company, VANTAS Incorporated and
Reckson Service Industries, Inc., dated as of January 20,
2000 (incorporated by reference to Exhibit 10.1 to the
Company's Current Report on Form 8-K filed on February 3,
2000) (the "Merger Agreement").
10.2 Form of Stockholders Agreement among Reckson Service
Industries, Inc., HQ Global Workplaces, Inc., the Company
and the other parties named therein (incorporated by
reference to Exhibit 10.2 to the Company's Current Report
on Form 8-K filed on February 3, 2000).
10.3 Stock Purchase Agreement between the Company and Reckson
Service Industries, Inc., dated as of January 20, 2000
(incorporated by reference to Exhibit 10.3 to the
Company's Current Report on Form 8-K filed on February 3,
2000) (the "Stock Purchase Agreement").
10.4 Stock Purchase Agreement among the Company, OmniOffices
(UK) Limited, OmniOffices (Lux) 1929 Holding Company S.A.,
VANTAS Incorporated and Reckson Service Industries, Inc.,
dated as of January 20, 2000 (incorporated by reference to
Exhibit 10.4 to the Company's Current Report on Form 8-K
filed on February 3, 2000) (the "UK Agreement").
10.5 Form of Indemnification and Escrow Agreement by and among
Reckson Service Industries, Inc., the Company and the
other parties named therein (incorporated by reference to
Exhibit 10.5 to the Company's Current Report on Form 8-K
filed on February 3, 2000).
10.6 First Amendment to Merger Agreement, dated as of April
29, 2000.
10.7 First Amendment to Stock Purchase Agreement, dated as of
April 29, 2000.
10.8 First Amendment to UK Agreement, dated as of April 29,
2000.
27 Financial Data Schedule - Three Months Ended March 31,
2000.
(b.) Reports on Form 8-K
a. Current Report on Form 8-K filed on February 3, 2000
regarding a proposed transaction involving the Company's
executive suites affiliates HQ Global Workplaces, Inc.,
OmniOffices (UK) Limited and OmniOffices (Lux) 1929 Holding
Company S.A.
b. Current Report on Form 8-K filed on February 14, 2000, as
amended by a Current Report on Form 8-K/A filed on February
17, 2000 and a Current Report on Form 8-K/A filed on February
23, 2000, regarding certain supplemental data included in the
Company's press release dated February 4, 2000.
18
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 thereunto duly authorized.
CARRAMERICA REALTY CORPORATION
/s/ Thomas A. Carr
_______________________________________________________
Thomas A. Carr, President and Chief Executive Officer
/s/ Richard F. Katchuk
_______________________________________________________
Richard F. Katchuk, Chief Financial Officer
/s/ Stephen E. Riffee
_______________________________________________________
Stephen E. Riffee, Senior Vice President, Controller and Treasurer
(Principal Accounting Officer)
Date: May 12, 2000
19
Exhibit Index
-------------
Exhibit Description Page
- ------- ----------- ----
10.6 First Amendment to Merger Agreement, dated as of April 29, 2000
10.7 First Amendment to Stock Purchase Agreement, dated as of April
29, 2000
10.8 First Amendment to UK Agreement, dated as of April 29, 2000
27 Financial Data Schedule - Three Months Ended March 31, 2000.
20