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 March 31, 2004
COMMISSION FILE NO. 000-22741
CARRAMERICA REALTY, L.P.
(Exact name of registrant as specified in its charter)
| Delaware | 52-1976308 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
1850 K Street, N.W., Washington, D.C. 20006
(Address or principal executive office) (Zip code)
Registrants telephone number, including area code (202) 729-1700
N/A
(Former name, former address and former fiscal year, if changed since last report)
Number of Partnership Units outstanding of each of the registrants
classes of Partnership Units as of April 28, 2004:
(# of shares) 14,362,972
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 ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
YES ¨ NO x
| Page | ||||
| Part I: Financial Information | ||||
| Item 1. | Financial Statements | |||
| Consolidated Balance Sheets as of March 31, 2004 (unaudited) and December 31, 2003 | 4 | |||
| Consolidated Statements of Operations for the three months ended March 31, 2004 and 2003 (unaudited) | 5 | |||
| Consolidated Statements of Cash Flows for the three months ended March 31, 2004 and 2003 (unaudited) | 6 | |||
| Notes to Consolidated Financial Statements (unaudited) | 7 - 10 | |||
| Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations | 11 - 19 | ||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 20 | ||
| Item 4. | Controls and Procedures | 20 | ||
| Part II: Other Information | ||||
| Item 1. | Legal Proceedings | 21 | ||
| Item 6. | Exhibits and Reports on Form 8-K | 21 | ||
2
Part I
| Item 1. | Financial Information |
The information furnished in our accompanying consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows reflects all adjustments which are, in our opinion, necessary for a fair presentation of the aforementioned financial statements for the interim periods.
The financial statements should be read in conjunction with the notes to the financial statements and Managements Discussion and Analysis of Financial Condition and Results of Operations. The results of operations for the three months ended March 31, 2004 are not necessarily indicative of the operating results to be expected for the full year.
3
CARRAMERICA REALTY, L.P. AND SUBSIDIARIES
As of March 31, 2004 and December 31, 2003
| March 31, 2004 |
December 31, 2003 |
|||||||
| (In thousands) | (unaudited) | |||||||
| Assets |
||||||||
| Rental property: |
||||||||
| Land |
$ | 127,458 | $ | 127,458 | ||||
| Buildings |
576,321 | 575,985 | ||||||
| Tenant improvements |
55,983 | 53,463 | ||||||
| Furniture, fixtures, and equipment |
2,021 | 2,097 | ||||||
| 761,783 | 759,003 | |||||||
| Less accumulated depreciation |
(137,568 | ) | (130,471 | ) | ||||
| Total rental property |
624,215 | 628,532 | ||||||
| Land held for development |
5,821 | 5,832 | ||||||
| Assets related to properties held for sale |
| 10,626 | ||||||
| Cash and cash equivalents |
497 | | ||||||
| Restricted deposits |
221 | 115 | ||||||
| Accounts receivable, net |
8,826 | 9,724 | ||||||
| Investments in unconsolidated entities |
41,553 | 41,563 | ||||||
| Accrued straight-line rents |
17,497 | 16,806 | ||||||
| Tenant leasing costs, net |
9,224 | 9,564 | ||||||
| Prepaid expenses and other assets, net |
7,353 | 8,036 | ||||||
| $ | 715,207 | $ | 730,798 | |||||
| Liabilities, Redeemable Partnership Units and Partners Capital |
||||||||
| Liabilities: |
||||||||
| Mortgages payable |
$ | 65,966 | $ | 71,849 | ||||
| Notes payable to affiliates |
45,651 | 45,817 | ||||||
| Accounts payable and accrued expenses |
9,632 | 10,945 | ||||||
| Due to affiliates |
14,579 | 25,118 | ||||||
| Rents received in advance and security deposits |
5,487 | 7,050 | ||||||
| Total liabilities |
141,315 | 160,779 | ||||||
| Mandatorily redeemable partnership units (at redemption value) |
41,147 | 37,211 | ||||||
| Partners capital: |
||||||||
| General partner |
5,898 | 5,853 | ||||||
| Limited partners |
526,847 | 526,955 | ||||||
| Total partners capital |
532,745 | 532,808 | ||||||
| Commitments and contingencies |
||||||||
| $ | 715,207 | $ | 730,798 | |||||
See accompanying notes to consolidated financial statements.
4
CARRAMERICA REALTY, L.P. AND SUBSIDIARIES
Consolidated Statements of Operations
For the Three Months Ended March 31, 2004 and 2003
| (Unaudited and in thousands) | 2004 |
2003 |
||||||
| Operating revenues: |
||||||||
| Rental revenues: |
||||||||
| Minimum base rent |
$ | 20,578 | $ | 21,546 | ||||
| Recoveries from tenants |
3,422 | 3,611 | ||||||
| Other tenant charges |
882 | 806 | ||||||
| Total rental revenues |
24,882 | 25,963 | ||||||
| Other revenue |
198 | 328 | ||||||
| Total operating revenues |
25,080 | 26,291 | ||||||
| Operating expenses: |
||||||||
| Property expenses: |
||||||||
| Operating expenses |
6,658 | 6,676 | ||||||
| Real estate taxes |
2,218 | 2,429 | ||||||
| General and administrative |
2,277 | 1,095 | ||||||
| Depreciation and amortization |
8,042 | 7,446 | ||||||
| Total operating expenses |
19,195 | 17,646 | ||||||
| Real estate operating income |
5,885 | 8,645 | ||||||
| Other (expense) income: |
||||||||
| Interest expense |
(2,401 | ) | (1,923 | ) | ||||
| Interest income |
172 | 6 | ||||||
| Equity in earnings of unconsolidated entities |
424 | 495 | ||||||
| Net other expense |
(1,805 | ) | (1,422 | ) | ||||
| Income from continuing operations before gain (loss) on sales of properties |
4,080 | 7,223 | ||||||
| Gain (loss) on sales of properties |
7 | (439 | ) | |||||
| Income from continuing operations |
4,087 | 6,784 | ||||||
| Discontinued operations - Net operations of property sold or held for sale |
300 | 284 | ||||||
| Discontinued operations - Gain on sale of property |
66 | | ||||||
| Net income |
$ | 4,453 | $ | 7,068 | ||||
| Net income attributable to general partner |
$ | 45 | $ | 71 | ||||
| Net income attributable to limited partners |
$ | 4,408 | $ | 6,997 | ||||
See accompanying notes to consolidated financial statements.
5
CARRAMERICA REALTY, L.P. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 2004 and 2003
| (Unaudited and in thousands) | 2004 |
2003 |
||||||
| Cash flows from operating activities: |
||||||||
| Net income |
$ | 4,453 | $ | 7,068 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
| Depreciation and amortization (including discontinued operations) |
8,042 | 7,605 | ||||||
| (Gain) loss on sale of properties |
(7 | ) | 439 | |||||
| Gain on sale of discontinued operations |
(66 | ) | | |||||
| Equity in earnings of unconsolidated entities |
(424 | ) | (495 | ) | ||||
| Other |
(232 | ) | | |||||
| Change in assets and liabilities: |
||||||||
| Decrease in accounts receivable, net |
881 | 515 | ||||||
| Increase in accrued straight-line rents |
(544 | ) | (865 | ) | ||||
| Additions to tenant leasing costs |
(137 | ) | (1,637 | ) | ||||
| Decrease in prepaid expenses and other assets, net |
414 | 250 | ||||||
| Decrease in accounts payable and accrued expenses |
(1,355 | ) | (2,490 | ) | ||||
| (Decrease) increase in rent received in advance and security deposits |
(1,628 | ) | 1,508 | |||||
| Total adjustments |
4,944 | 4,830 | ||||||
| Net cash provided by operating activities |
9,397 | 11,898 | ||||||
| Cash flows from investing activities: |
||||||||
| Acquisition and development of rental property |
(2,581 | ) | (2,694 | ) | ||||
| Distributions from unconsolidated entities |
434 | | ||||||
| Proceeds from sale of property |
10,512 | | ||||||
| Other |
(95 | ) | (189 | ) | ||||
| Net cash provided by (used in) investing activities |
8,270 | (2,883 | ) | |||||
| Cash flows from financing activities: |
||||||||
| Decrease in due to affiliates |
(10,539 | ) | (7,536 | ) | ||||
| Distributions on mandatorily redeemable partnership units |
(582 | ) | (604 | ) | ||||
| Repayments on mortgages and notes payable |
(6,049 | ) | (2,529 | ) | ||||
| Net cash used by financing activities |
(17,170 | ) | (10,669 | ) | ||||
| Increase (decrease) in cash and cash equivalents |
497 | (1,654 | ) | |||||
| Cash and cash equivalents, beginning of the period |
| 1,654 | ||||||
| Cash and cash equivalents, end of the period |
$ | 497 | $ | | ||||
| Supplemental disclosure of cash flow information: |
||||||||
| Cash paid for interest |
$ | 2,227 | $ | 1,936 | ||||
See accompanying notes to consolidated financial statements.
6
CARRAMERICA REALTY, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
| (1) | Description of Business and Summary of Significant Accounting Policies |
| (a) | Business |
We are a Delaware limited partnership formed on March 6, 1996 for the purpose of owning, acquiring, developing and operating office buildings across the United States. As of March 31, 2004, we owned a controlling interest in a portfolio of 53 operating office buildings. As of March 31, 2004, we also owned a minority interest in 30 operating office buildings. The properties are located in Austin, Chicago, Dallas, Denver, Orange County/Los Angeles, Phoenix, San Francisco Bay Area, Salt Lake City, San Diego, Seattle and Washington, D.C.
Our general partner is CarrAmerica Realty GP Holdings, Inc. (the General Partner), a wholly owned subsidiary of CarrAmerica Realty Corporation (CarrAmerica), a self-administered and self-managed real estate investment trust. Our General Partner owned a 1.0% interest in us at March 31, 2004. Our limited partners are CarrAmerica Realty LP Holdings, Inc., a wholly owned subsidiary of CarrAmerica, which owned an approximate 90.6% interest in us at March 31, 2004, and various other individuals and entities, which collectively owned an approximate 8.4% interest in us at March 31, 2004.
| (b) | Basis of Presentation |
The financial statements have been prepared using the accounting policies described in our 2003 annual report on Form 10-K. Our accounts and those of our controlled subsidiaries and affiliates are consolidated in the financial statements. We consolidate all entities in which we own a direct or indirect majority voting interest and where the minority holders do not have rights to participate in significant decisions that are made in the ordinary course of business. If applicable, we would consolidate any variable interest entity of which we are the primary beneficiary. We use the equity method to account for our investments in and our share of the earnings or losses of unconsolidated entities. These entities are not controlled by us. If events or changes in circumstances indicate that the fair value of an investment accounted for using the equity method has declined below its carrying value and we consider the decline to be other than temporary, the investment is written down to fair value and an impairment loss is recognized.
Management has made a number of estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses in the financial statements, and the disclosure of contingent assets and liabilities. Estimates are required in order for us to prepare our financial statements in conformity with accounting principles generally accepted in the United States of America. Significant estimates are required in a number of areas, including evaluating the impairment of long-lived assets, allocating the purchase cost of acquired properties and evaluating the collectibility of accounts receivable. Actual results could differ from these estimates.
In accordance with its established practices, CarrAmerica allocates certain general and administrative expenses to its subsidiaries, including us. During the fourth quarter of 2003, CarrAmerica revised and refined its general and administrative costs accounting procedures to allocate certain costs on a specific identification basis and to allocate general expenses to subsidiaries based on their respective assets. In prior years, allocations of these expenses were based primarily on full-time equivalent employees. Expenses allocated to us by CarrAmerica for the three months ended March 31, 2004 and 2003 were $1.4 million and $52,000, respectively.
7
CARRAMERICA REALTY, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
| (c) | Interim Financial Statements |
The financial statements reflect all adjustments, which are, in our opinion, necessary to reflect a fair presentation of results for the interim periods, and all adjustments are of a normal, recurring nature.
| (d) | Reclassifications |
Certain reclassifications of prior period amounts have been made to conform to the current periods presentation.
| (2) | Mortgages and Notes Payable |
Our mortgages and notes payable are summarized as follows:
| (In thousands) | March 31, 2004 |
December 31, 2003 | ||||
| Fixed rate mortgages |
$ | 65,966 | $ | 71,849 | ||
| Fixed rate notes payable to affiliate |
38,151 | 38,317 | ||||
| Variable rate note payable to affiliate |
7,500 | 7,500 | ||||