SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR QUARTER ENDED September 30, 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 Number)
incorporation or organization)
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 November 9, 2000:
Common Stock, par value $.01 per share: 66,560,531 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 September 30, 2000 (unaudited) and December 31, 1999.............. 4
Consolidated statements of operations of CarrAmerica Realty Corporation and
subsidiaries for the three months and nine months ended September 30, 2000 and 1999
(unaudited).......................................................................... 5 to 6
Consolidated statements of cash flows of CarrAmerica Realty Corporation and
subsidiaries for the nine months ended September 30, 2000 and 1999
(unaudited).......................................................................... 7
Notes to consolidated financial statements (unaudited)............................... 8 to 12
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations............................................................ 13 to 17
Item 3. Quantitative and Qualitative Disclosures About Market Risk........................... 18
Part II: Other Information
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Item 6. Exhibits and Reports on Form 8-K..................................................... 19 to 20
2
Part I
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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 September 30, 2000 and December 31, 1999
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September 30, December 31,
(In thousands, except per share and share amounts) 2000 1999
--------------- ---------------
(unaudited)
Assets
- ------
Rental property:
Land $ 658,308 $ 674,390
Buildings 1,901,740 2,082,533
Tenant improvements 308,626 304,983
Furniture, fixtures and equipment 5,990 5,916
--------------- ---------------
2,874,664 3,067,822
Less: Accumulated depreciation (368,138) (323,455)
--------------- ---------------
Total rental property 2,506,526 2,744,367
Land held for development 61,979 104,050
Construction in progress 79,169 116,013
Cash and cash equivalents 20,435 51,886
Restricted cash and cash 16,403 12,475
Accounts and notes receivable 41,417 34,734
Investments in unconsolidated entities 240,562 67,143
Accrued straight-line rents 53,459 47,764
Tenant leasing costs, net 51,765 58,848
Deferred financing costs, net 12,216 15,621
Prepaid expenses and other assets, net 28,209 18,503
Net assets of discontinued operations - 207,668
--------------- ---------------
Total Assets $ 3,112,140 $ 3,479,072
=============== ===============
Liabilities, Minority Interest, and Stockholders' Equity
- --------------------------------------------------------
Liabilities:
Mortgages and notes payable $ 1,215,710 $ 1,603,371
Accounts payable and accrued expenses 103,346 68,643
Rents received in advance and security deposits 27,733 27,757
--------------- ---------------
Total liabilities 1,346,789 1,699,771
Minority interest 90,455 92,586
Stockholders' equity:
Preferred stock, $.01 par value, authorized 35,000,000 shares:
Series A Cumulative Convertible Redeemable Preferred
Stock, 480,000 shares issued and outstanding at
September 30, 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 65,758,678 shares at September 30, 2000 and
66,826,288 shares at December 31, 1999. 657 668
Additional paid-in capital 1,778,991 1,816,990
Cumulative dividends in excess of net income (104,845) (131,038)
--------------- ---------------
Total stockholders' equity 1,674,896 1,686,715
Commitments and contingencies
Total Liabilities, Minority Interest, and Stockholders' Equity $ 3,112,140 $ 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 September 30, 2000 and 1999
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(Unaudited and in thousands, except per share amounts)
2000 1999
----------- -----------
Revenues:
Rental income:
Minimum base rent $ 112,302 $ 107,621
Recoveries from tenants 15,389 14,530
Parking and other tenant charges 3,999 6,160
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Total rental revenue 131,690 128,311
Real estate service revenue 7,667 4,202
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Total operating revenues 139,357 132,513
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Operating expenses:
Property expenses:
Operating expenses 29,750 30,862
Real estate taxes 10,028 10,887
Interest expense 24,772 23,431
General and administrative 12,282 10,596
Depreciation and amortization 31,847 33,655
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Total operating expenses 108,679 109,431
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Real estate operating income 30,678 23,082
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Other operating income:
Interest income 602 1,063
Equity in earnings of unconsolidated entities 2,195 1,160
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Total other operating income 2,797 2,223
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Income from continuing operations before minority interest 33,475 25,305
Minority interest (3,747) (4,354)
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Income from continuing operations 29,728 20,951
Discontinued operations - Loss from executive suites operations
(net of applicable income tax benefit of $2,012) - (2,848)
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Income before gain on sale of assets 29,728 18,103
Gain on sale of assets, net of income taxes 20,182 21,284
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Net income $ 49,910 $ 39,387
============= ===============
Basic net income per common share:
Income from continuing operations $ 0.62 $ 0.50
Discontinued operations - (0.04)
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Net income 0.62 $ 0.46
============= ===============
Diluted net income per common share:
Income from continuing operaitons 0.60 $ 0.49
Discontinued operations $ - (0.04)
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Net income $ 0.60 $ 0.45
============= ===============
See accompanying notes to consolidated financial statements
5
CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
For the Nine Months Ended September 30, 2000 and 1999
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(Unaudited and in thousands, except per share amounts)
2000 1999
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Revenues:
Rental income:
Minimum base rent $ 341,485 $ 311,934
Recoveries from tenants 49,728 42,501
Parking and other tenant charges 16,229 14,572
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Total rental revenue 407,442 369,007
Real estate service revenue 17,920 13,049
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Total operating revenues 425,362 382,056
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Operating expenses:
Property expenses:
Operating expenses 93,962 90,974
Real estate taxes 34,546 33,750
Interest expense 76,777 64,592
General and administrative 34,055 28,888
Depreciation and amortization 99,166 88,267
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Total operating expenses 338,506 306,471
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Real estate operating income 86,856 75,585
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Other operating income:
Interest income 2,352 2,861
Equity in earnings of unconsolidated entities 4,911 3,791
Gain on settlement of treasury locks - 4,489
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Total other operating income 7,263 11,141
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Income from continuing operations before minority interest 94,119 86,726
Minority interest (9,155) (14,604)
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Income from continuing operations 84,964 72,122
Discontinued operations - Income (loss) from executive suites operations
(net of applicable income tax expense (benefit) of $1,300 and ($1,760)) 456 (5,969)
Discontinued operations - Gain on sale of discontinued operations
(less applicable income tax expense of $21,131) 31,852 -
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Income before gain on sale of assets 117,272 66,153
Gain on sale of assets, net of income taxes 27,923 49,815
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Net income $ 145,195 $ 115,968
============= ==============
Basic net income per common share:
Income from continuing operations $ 1.29 $ 1.40
Discontinued operations 0.01 (0.09)
Gain on sale of discontinued operations 0.48 -
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Net income $ 1.78 $ 1.31
============= ==============
Diluted net income per common share:
Income from continuing operaitons $ 1.28 $ 1.40
Discontinued operations 0.01 (0.09)
Gain on sale of discontinued operations 0.47 -
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Net income $ 1.76 $ 1.31
============= ==============
See accompanying notes to consolidated financial statements
6
CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the Nine Months Ended September 30, 2000 and 1999
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(Unaudited and in thousands)
2000 1999
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Cash flows from operating activities:
Net income $ 145,195 $ 115,968
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 99,166 103,232
Minority interest 9,155 14,430
Equity in earnings of unconsolidated partnerships (4,911) (3,791)
Gain on sale of assets (27,923) (49,815)
Income and gain on sale of discontinued operations (32,308) -
Other (2,084) 184
Change in assets and liabilities, net of acquisitions and dispositions:
Increase in accounts and notes receivable (976) (11,951)
Increase in accrued straight-line rents (5,837) (3,978)
Additions to tenant leasing costs (10,966) (7,206)
Increase in prepaid expenses and other assets (11,789) (23,534)
Decrease in accounts payable and accrued expenses (1,126) (30,303)
Increase in rent received in advance and security deposits 66 2,519
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Total adjustments 10,467 (10,213)
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Net cash provided by operating activities 155,662 105,755
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Cash flows from investing activities:
Acquisition and development of rental property (71,627) (29,644)
Additions to land held for development (19,268) (22,118)
Additions to construction in progress (68,335) (199,595)
Acquisition and development of executive suites assets (6,678) (44,459)
Distributions from unconsolidated partnerships 5,811 22,660
Investments in unconsolidated partnerships (15,407) (7,462)
Acquisition of minority interest (4,025) -
(Increase) decrease in restricted cash and cash equivalents (3,928) 23,932
Proceeds from sale of discontinued operations 377,310 -
Proceeds from sales of properties 325,174 432,461
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Net cash provided by investing activities 519,027 175,775
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Cash flows from financing activities:
Repurchase of common stock (60,256) (109,757)
Exercises of stock options 20,713 -
Net repayments on unsecured credit facility (including $140,500
related to discontinued operations in 2000) (367,500) (66,000)
Payment of senior unsecured notes (150,000) -
Proceeds from refinancing of existing mortgages - 51,977
Net repayments of mortgages payable (including $14,449 related to
discontinued operations in 2000) (24,259) (10,160)
Dividends and distributions to minority interests (127,140) (129,877)
Additions to deferred financing costs - (1,478)
Contributions from minority interests 2,302 6,044
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Net cash used by financing activities (706,140) (259,251)
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Foreign currency translation adjustment - (572)
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(Decrease) increase in unrestricted cash and cash equivalents (31,451) 21,707
Unrestricted cash and cash equivalents, beginning of the period 51,886 36,499
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Unrestricted cash and cash equivalents, end of the period $ 20,435 $ 58,206
============== ==============
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $10,046 and
$21,729 for the nine months ended September 30, 2000 and 1999, respectively) $ 72,237 $ 69,620
============== ==============
See accompanying notes to consolidated financial statements
7
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 or cost
method, as appropriate, in the circumstances to account for its
investments in unconsolidated entities not controlled by it.
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 by SFAS 137 and 138, 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 (including gain on sale of assets):
8
CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
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Three Months Ended Three Months Ended
September 30, 2000 September 30, 1999
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(In thousands, Income Shares Per Share Income Shares Per Share
except per share amounts) (Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
--------------------------------------------------------------------------------------------------
Basic EPS $41,068 65,987 $0.62 $33,302 66,795 $0.50
======= ========
Effect of Dilutive Securities
Stock options - 1,820 - 105
Convertible preferred stock 224 480 - -
Stock units 3,622 6,480 - -
---------------------------------------------------------------------------------------------------
Diluted EPS $44,914 74,767 $0.60 $33,302 66,900 $0.49
===================================================================================================
In the calculations of EPS, income from continuing operations, including
gain on sale of assets, has been reduced by preferred stock dividends of
$8,842 and $8,933 for the three month periods ended September 30, 2000 and
1999, respectively. The effects of partnership units and Series A
Preferred Stock are not included in the computation of diluted EPS for a
given period if their effect is antidilutive. Partnership units are issued
by Carr Realty L.P. and CarrAmerica Realty L.P.
Nine Months Ended Nine Months Ended
September 30, 2000 September 30, 1999
-------------------------------------------------------------------------------------------------
(In thousands, Income Shares Per Share Income Shares Per Share
except per share amounts) (Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
-------------------------------------------------------------------------------------------------
Basic EPS $ 86,523 66,603 $1.29 $95,421 68,208 $1.40
======= ========
Effect of Dilutive Securities
Stock options - 961 - 119
-------------------------------------------------------------------------------------------------
Diluted EPS $ 86,523 67,564 $1.28 $95,421 68,327 $1.40
=================================================================================================
In the calculation of EPS, income from continuing operations before
extraordinary item has been reduced by preferred stock dividends of $26,364
and $26,516 for the nine month periods ended September 30, 2000 and 1999,
respectively. The effects of partnership units and Series A Preferred
Stock are not included in the computation of diluted EPS for a given period
if their effect is antidilutive.
(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 ("treasury
locks") 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) Discontinued Operations
On January 20, 2000, the Company, HQ Global Workplaces, Inc. ("HQ Global"),
Vantas Incorporated ("Vantas") and FrontLine Capital Group entered into
several agreements that contemplated a series of transactions, 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
9
CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
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Company S.A. On June 1, 2000, the transactions were consummated. The
Company recognized an after-tax gain of $31.9 million as a result of the
transaction. The Company's investment in the merged entity at September 30,
2000 was approximately $42.4 million. The Company owns approximately 16% of
the equity of the merged entity on a fully diluted basis.
In connection with the HQ Global merger, a $200.0 million credit facility
that HQ Global had with Morgan Guaranty Trust Company ("Morgan"), as lead
agent, was retired. Approximately $140.5 million of HQ Global debt (which
was guaranteed by CarrAmerica) was repaid at that time.
(4) 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 nine months ended September 30, 2000, the
Company disposed of six properties (excluding properties contributed to
Carr Office Park, L.L.C.), recognizing gains totaling $7.8 million, net of
$0.8 million in income taxes. During the nine months ended September 30,
1999, the Company disposed of 60 operating office properties recognizing
gains totaling $49.8 million, net of $13.7 million of income taxes.
(5) 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 income before
minority interest and extraordinary items, excluding depreciation and
amortization on real estate assets, discontinued operations, gain on
settlement of treasury locks and gain on sale of assets.
Operating results of the segments for the three and nine months ended
September 30, 2000 and 1999 are summarized and reconciled to net income for
the applicable period as follows:
For the three months ended September 30, 2000
-------------------------------------------------------------------------------
Real Estate
Property Development Other
(In millions) Operations Operations Operations Total
---------------- ----------------- ----------------- ----------------
Operating revenue $ 131.7 3.0 4.7 $ 139.4
Segment expense 39.8 1.5 10.8 52.1
---------------- ----------------- ----------------- ----------------
Net segment revenue (expense) 91.9 1.5 (6.1) 87.3
Interest expense 12.8 - 12.0 24.8
Other income (expense), net 3.3 - (0.8) 2.5
---------------- ----------------- ----------------- ----------------
Funds from operations $ 82.4 1.5 (18.9) 65.0
================ ================= =================
Adjustments:
Depreciation and amortization (31.5)
-----------------
Income from continuing operations before
gain on sale of assets and minority interest 33.5
Minority interest and gain on sale of assets 16.4
----------------
Net income $ 49.9
================
10
CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
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For the three months ended September 30, 1999
-----------------------------------------------------------------------------------------
Real Estate
Property Development Other
(In millions) Operations Operations Operations Total
------------------------- ----------------- ----------------- -------------
Operating revenue $ 128.3 1.6 2.6 $ 132.5
Segment expense 41.7 1.6 9.1 52.4
------------------------- ----------------- ----------------- -------------
Net segment revenue (expense) 86.6 - (6.5) 80.1
Interest expense 12.9 - 10.5 23.4
Other income (expense), net 2.2 - (0.7) 1.5
------------------------- ----------------- ----------------- -------------
Funds from operations $ 75.9 - (17.7) 58.2
========================= ================= =================
Adjustments:
Depreciation and amortization (32.9)
------------
Income from continuing operations before
gain on sale of assets and minority interest 25.3
Minority interest and gain on sale of assets 16.9
Discontinued operations, net of income tax (2.8)
-------------
Net income $ 39.4
=============
For the nine months ended September 30, 2000
------------------------------------------------------------------------------------
Real Estate
Property Development Other
(In millions) Operations Operations Operations Total
---------------------- ----------------- ----------------- ---------------
Operating revenue $ 407.4 7.0 11.0 $ 425.4
Segment expense 128.5 3.9 30.2 162.6
---------------------- ----------------- ----------------- ---------------
Net segment revenue (expense) 278.9 3.1 (19.2) 262.8
Interest expense 37.7 - 39.1 76.8
Other income (expense), net 8.4 - (3.4) 5.0
---------------------- ----------------- ----------------- ---------------
Funds from operations $ 249.6 3.1 (61.7) 191.0
====================== ================= =================
Adjustments:
Depreciation and amortization (96.9)
---------------
Income from continuing operations before
gain on sale of assets and minority interest 94.1
Minority interest and gain on sale of assets 18.7
Discontinued operations, net of income tax 0.5
Gain on sale of discontinued operations, net of tax 31.9
---------------
Net income $ 145.2
===============
11
CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
- -------------------------------------------------------------------------------
For the nine months ended September 30, 1999
-------------------------------------------------------------------------------
Real Estate
Property Development Other
(In millions) Operations Operations Operations Total
---------------------- ----------------- ----------------- ------------------
Operating revenue $ 369.0 4.7 8.4 $ 382.1
Segment expense 124.7 3.3 25.6 153.6
---------------------- ----------------- ----------------- ------------------
Net segment revenue (expense) 244.3 1.4 (17.2) 228.5
Interest expense 37.7 - 26.9 64.6
Other income (expense), net 6.8 - (2.0) 4.8
---------------------- ----------------- ----------------- ------------------
Funds from operations $ 213.4 1.4 (46.1) 168.7
====================== ================= =================
Adjustments:
Depreciation and amortization (86.5)
Gain on settlement of treasury locks 4.5
------------------
Income from continuing operations before
gain on sale of assets and minority interest 86.7
Minority interest and gain on sale of assets 35.3
Discontinued operations, net of income tax (6.0)
------------------
Net income $ 116.0
==================
(6) Carr Office Park, L.L.C.
On August 17, 2000, the Company closed on a joint venture transaction with
New York State Teachers' Retirement System ("NYSTRS"). At closing, the
Company and certain of its affiliates contributed properties to the joint
venture, Carr Office Park, L.L.C., and NYSTRS contributed cash of
approximately $255.1 million. The venture encompasses five suburban office
parks in four markets. Upon obtaining certain approvals to the assumption
of an existing $24 million mortgage, an additional property will also be
contributed.
The Company received approximately $249.6 million of cash and a 35%
interest in the joint venture in exchange for the properties contributed
and recognized a gain on the partial sale of approximately $20.1 million,
net of income taxes of $13.1 million.
12
Management's Discussion and Analysis
- --------------------------------------------------------------------------------
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 September 30, 2000 and December 31, 1999, and for the three and
nine months ended September 30, 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.
The Company's reportable operating segments are real estate property operations
and development operations. Development operations primarily consists of third-
party development fee income and associated expenses. Other business activities
and operating segments that are not reportable are included in other operations.
Executive 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 September 30, 2000 and 1999
Real Estate Property Operations
Total real estate property operating revenue increased $3.4 million, or 2.7%, to
$131.7 million for the three months ended September 30, 2000, compared to $128.3
million for the three months ended September 30, 1999. This increase resulted
from development properties being placed in service and same store rental growth
which exceeded the loss of rental revenue due to dispositions and properties
contributed to Carr Office Park, L.L.C. Same store net operating income in 2000
grew by 6.6% or $4.0 million over the same period in 1999, as a result of a 5.0%
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 97.1% for the third quarter of 2000 from
96.5% for the third quarter of 1999.
Real estate property operating expenses decreased $1.9 million due primarily to
properties contributed to Carr Office Park, L.L.C. Same store operating
expenses in 2000 increased by $0.7 million or 2.0% over the third quarter of
1999.
Development Operations
Development fee revenue increased $1.4 million to $3.0 million and development
operating expenses were consistent with the third quarter of 1999. The revenue
increase is the result of an increase in the number of development fee projects
the Company manages.
Other Operations
Operating revenues were $2.1 million higher for the three months ended September
30, 2000 compared to the same period in 1999. Other operations expenses
increased $1.7 million primarily as a result of professional fees associated
with the Company's Project Excellence program and other initiatives. 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. Another factor
contributing to higher expenses was increased compensation expenses related to
bonuses and other incentives.
Interest expense increased $1.5 million or 14.2% to $12.0 million compared to
$10.5 million in 1999. This was primarily due to a $2.5 million decrease in
capitalizable interest for the three months ended September 30, 2000 as compared
to 1999 based on reduced construction in progress activity between the periods.
Discontinued Operations
Loss from operations of discontinued executive suites businesses was $2.8
million for the three months ended September 30, 1999. On June 1, 2000, the
merger between HQ Global and Vantas was completed resulting in no loss for the
three months ended September 30, 2000.
13
Management's Discussion and Analysis
- --------------------------------------------------------------------------------
RESULTS OF OPERATIONS - Nine Months Ended September 30, 2000 and 1999
Real Estate Property Operations
Total real estate property operating revenue increased $38.4 million, or 10.4%,
to $407.4 million for the nine months ended September 30, 2000, compared to
$369.0 million for the nine months ended September 30, 1999. This increase
resulted from development properties being placed in service and same store
rental growth, which exceeded the loss of rental revenue due to dispositions and
properties contributed to Carr Office Park, L.L.C. Same store net operating
income in 2000 grew by 9.9% or $18.2 million over the same period in 1999, as a
result of a 7.2% 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 97.1% for the first
nine months of 2000 from 96.5% for the first nine months 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 increased by $1.8 million or 1.9% over the third quarter of
1999.
Development Operations
Development fee revenue increased $2.3 million to $7.0 million and development
operating expenses increased $0.6 million to $3.9 million for the first nine
months 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 $2.6 million for the nine months ended September
30, 2000 compared to the same period in 1999 primarily due to increases in
leasing fees and other service income.
Other operations expenses increased $4.6 million primarily as a result of
professional fees associated with the Company's Project Excellence program and
other initiatives. 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. Another factor contributing to higher expenses was increased
compensation expenses related to bonuses and other incentives.
Interest expense increased $12.2 million or 45.4% to $39.1 million compared to
$26.9 million in 1999. This was primarily due to a $11.7 million decrease in
capitalizable interest for the nine months ended September 30, 2000 as compared
to 1999 based on reduced construction in progress activity between the periods.
Discontinued Operations
Income from operations of discontinued executive suites businesses was $0.5
million for 2000 versus a loss of $6.0 million reported for the nine months
ended September 30, 1999. The increase in income is primarily due to the lease
up of development properties placed into operations. On June 1, 2000, the merger
between HQ Global and Vantas was completed. The Company recognized an after tax
gain of $31.9 million.
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 meeting 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
14
Management's Discussion and Analysis
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(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 at September 30, 2000 was approximately $1.2
billion, of which $116 million, or 9.5%, 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 September 30, 2000 and had a weighted
average term to maturity at 6.4 years. Based upon the Company's total market
capitalization at September 30, 2000 of $3.8 billion (the common stock price was
$30.25 per share; the total shares of common stock, convertible preferred stock
and Units outstanding were approximately 74,767,000 and the aggregate
liquidation value of the cumulative redeemable preferred stock was $400
million), the Company's debt represented 32% of its total market capitalization.
The Company has a $450.0 million unsecured debt facility, of which $116.0
million was outstanding, letters of credit totaling $3.7 million were issued,
and $330.3 million was available for draw as of September 30, 2000.
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 September 30, 2000, the
Company had approximately 800,000 square feet of office space in 8 development
projects under construction which are expected to require a total investment by
the Company of approximately $149 million. As of September 30, 2000, the
Company had expended $79 million, or 53% of the total expected investment. In
addition, the Company and its affiliates expects that $53 million in
new development projects to commence construction before the end of 2000.
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 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 third quarter of 2000, the Company disposed of some land (excluding
properties contributed to Carr Office Park, L.L.C., as described in Note 6 to
the Company's Notes to Consolidated Financial Statements), generating net
proceeds of $13 million. As of September 30, 2000, the Company has eleven
properties under contract for sale which are projected to have a gross sales
price of approximately $232 million and four land parcels under contract
expected to have a gross sales price of $15 million. 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.
The Company is party to several joint ventures requiring ongoing capital
commitments. At the end of the third quarter of 2000, there were nine buildings
under construction in which the Company had a partial interest. Costs incurred
through September 30, 2000 on these projects were approximately $133.3 million
with costs to complete of approximately $170.2 million. The Company's
responsibility with regard to these construction projects is based upon its
interest in the joint venture. As of September 30, 2000, the Company's share of
costs to complete these projects and planned projects which are expected to
commence before year end is approximately $74 million.
The Company's Board of Directors has authorized the repurchase of common stock
up to $150 million. During the second and third quarters of 2000, the Company
repurchased approximately 2.1 million shares for approximately $60.3 million.
The Company intends to continue to repurchase stock as market conditions and
cash availability permit.
On June 1, 2000, the merger of HQ Global with Vantas was completed. The Company
received approximately $377 million in cash. As part of the transaction, HQ
Global also repaid $140.5 million of debt which was guaranteed by the Company.
The remaining cash was used to repurchase stock and repay the Company's line of
credit.
On September 29, 2000, $150 million of senior unsecured credit notes that were
to mature on October 1, 2000 were retired.
As a result of the Company's disposition and refinancing efforts, the Company
believes that funding is available for all capital requirements through 2001,
including firm commitments for development projects. The Company
15
Management's Discussion and Analysis
- --------------------------------------------------------------------------------
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 $155.7 million for the nine months
ended September 30, 2000, compared to $105.8 million for the nine months ended
September 30, 1999. The increase of $49.9 million in net cash provided by
operating activities resulted primarily from the timing of payments for accounts
payable. The Company's investing activities provided $519.0 million for the
nine months ended September 30, 2000 compared to $175.8 million for the nine
months ended September 30, 1999. The Company's investment activities included
sales of buildings and land acquired for future development and additions to
construction in progress. Net proceeds from the sales of properties, including
properties contributed to Carr Office Park, L.L.C. were $325.2 million for the
nine months ended September 30, 2000, compared to $432.5 million for the nine
months ended September 30, 1999. During the nine months ended September 30,
2000, the Company received approximately $377.3 million for its sale of
discontinued operations. The Company invested approximately $165.9 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 nine months ended September 30,
2000 compared to $295.8 million for the comparable period of 1999.
Net of dividends paid and distributions to minority interests, the Company's
financing activities used net cash of $579.0 million for the nine months ended
September 30, 2000 compared to net cash used of $129.4 million for the nine
months ended September 30, 1999. During the second and third quarters of 2000,
the Company repurchased approximately 2.1 million shares of common stock for
approximately $60.3 million. During the nine months ended September 30, 1999,
the Company repurchased 5 million common shares issued in its forward equity
sale transaction for $109.8 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 nine months ended September 30, 2000, the
Company's net repayments on its unsecured credit facility were $367.5 million,
including $140.5 million for debt associated with discontinued operations, as
compared to net repayments of $66.0 million for the comparable period of 1999.
On September 29, 2000, $150 million of senior unsecured notes were retired.
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.
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. 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.
16
Management's Discussion and Analysis
- --------------------------------------------------------------------------------
The following table provides the calculation of the Company's funds from
operations for the periods presented
Three Months Nine Months
Ended Ended
September 30, September 30,
----------------------- --------------------------
(In thousands) 2000 1999 2000 1999
----------- --------- ----------- ------------
Net income from continuing operations before minority interest,
including gains on sales of assets and settlement of treasury locks $ 53,657 $ 46,589 $ 122,042 $ 136,541
Adjustments to derive funds from operations:
Add depreciation and amortization 31,739 33,140 97,561 86,916
Deduct:
Minority interests' (non Unitholders) share of depreciation,
amortization and net income (248) (195) (722) (479)
Gain on settlement of treasury locks - - - (4,489)
Gain on sale of assets, net of income taxes (20,182) (21,284) (27,923) (49,815)
----------- --------- ----------- ------------
Funds from operations before allcations to the
minority Unitholders 64,966 58,250 190,958 168,674
Less: Funds from operations allocable to the
minority Unitholders (4,000) (4,025) (12,230) (12,563)
----------- --------- ----------- ------------
Funds from operations allocable to CarrAmerica
Realty Corporation 60,966 54,225 178,728 156,111
Less: Preferred stock dividends (8,842) (8,932) (26,364) (26,516)
----------- --------- ----------- ------------
Funds from operations attrbutable to common shareholders $ 52,124 $ 45,293 $ 152,364 $ 129,595
=========== ========= =========== ============
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.
17
Quantitative and Qualitative Disclosures About Market Risk
- --------------------------------------------------------------------------------
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Significant changes in the Company's market risk that have occurred since the
filing of the Company's Annual Report on Form 10-K for the year ended December
31, 1999 are summarized in the Liquidity and Capital Resources section of the
Management's Discussion and Analysis of Financial Condition and
Results of Operations.
18
Part II
OTHER INFORMATION
- -----------------
Item 6. Exhibits and Reports on Form 8-K
(a.) Exhibits
10.1 Amended and Restated Limited Liability Company Agreement of
Carr Office Park, L.L.C., dated as of August 15, 2000
(incorporated by reference to Exhibit 10.1 to the Company's
Current Report on Form 8-K filed on September 1, 2000).
10.2 Contribution and Purchase/Sale Agreement, dated as of August
15, 2000, among CarrAmerica Realty Corporation, CarrAmerica
Realty L.P., CarrAmerica Development, Inc., Carr Development
& Construction, L.P., Carr Parkway North I Corporation and
New York State Teachers' Retirement System (incorporated by
reference to Exhibit 10.2 to the Company's Current Report on
Form 8-K filed on September 1, 2000).
10.3 Supplemental Agreement (Amending and Supplementing the
Contribution Agreement and the LLC Agreement), dated as of
August 15, 2000, among CarrAmerica Realty Corporation,
CarrAmerica Realty L.P., CarrAmerica Development, Inc., Carr
Development & Construction, L.P., Carr Parkway North I
Corporation and New York State Teachers' Retirement System
(incorporated by reference to Exhibit 10.3 to the Company's
Current Report on Form 8-K filed on September 1, 2000).
27(1) Financial Data Schedule - Nine Months Ended September 30,
2000.
(b.) Reports on Form 8-K
a. Current Report on Form 8-K filed on September 1, 2000,
regarding the Company's transaction with Carr Office Park,
L.L.C.
b. Current Report on Form 8-K filed on August 8, 2000, regarding
certain supplemental data included in the Company's press
release dated August 4, 2000.
______________
(1) Filed as an exhibit to the electronic filing only.
19
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/ 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: November 14, 2000
20
Exhibit Index
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Exhibit Description Page
- ------- ----------- ----
27 Financial Data Schedule - Nine Months Ended
September 30, 2000.
21