Note 1Description of Business and Summary of Significant Accounting
Policies
(a) Business
We are a fully integrated, self-administered and self-managed publicly
traded real estate investment trust ("REIT"). We focus on
the acquisition, development, ownership and operation of office properties,
located primarily in selected suburban markets across the United States.
Until June of 2000, we also operated an executive suites business.
As discussed in note 3, we disposed of a substantial portion of our
interest in this business on June 1, 2000, and we present the executive
suites business as a discontinued operation. Our principal shareholder
at December 31, 2000 was Security Capital-U.S. Realty, which owned
approximately 44% of our outstanding common stock. In January 2001,
Security Capital-U.S. Realty merged with Security Capital Group International,
and, as a result, Security Capital Group International ("Security
Capital") now owns these shares.
(b) Basis
of Presentation
Our accounts and those of our majority-owned/controlled subsidiaries
and affiliates are consolidated in the financial statements. We use
the equity or cost methods, as appropriate in the circumstances, to
account for our investments in and our share of the earnings or losses
of unconsolidated entities. These entities are not majority-owned
or controlled by us.
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 the evaluation of impairment
of long-lived assets, determination of useful lives of assets subject
to depreciation or amortization and evaluation of the collectibility
of accounts and notes receivable. Actual results could differ from
these estimates.
(c) Rental Property
Properties to be developed or held and used in rental operations are
carried at cost less accumulated depreciation and impairment losses,
where appropriate. Properties held for sale are carried at the lower
of their carrying values (i.e., cost less accumulated depreciation
and impairment losses, where appropriate) or estimated fair value
less costs to sell. Properties are considered held for sale when they
are subject to a contract of sale meeting criteria specified by senior
management (e.g., contingencies are met or waived, a nonrefundable
deposit is paid, etc.). Depreciation on these properties is discontinued
at that time, but operating revenues, other operating expenses and
interest continue to be recognized until the date of sale. At December
31, 2000, rental properties with a net book value of $203.0 million
and land with a carrying value of $12.0 were held for sale. The sale
of the majority of the rental properties closed in February 2001 (see
note 13) and all of the land is expected to be sold in 2001.
Depreciation of rental properties is computed on a straight-line basis
over the estimated useful lives of the assets. The estimated lives
of our assets by class are as follows:
| Base
building |
30 to
50 years |
| Building
components |
7 to
20 years |
| Tenant
improvements |
Lesser
of the terms
of the leases or useful
lives of the assets |
| Leasehold
improvements, |
|
| furniture,
fixtures and equipment
|
5 to
15 years |
Specifically
identifiable costs associated with properties and land in development
are capitalized. Capitalized costs may include salaries and related
costs, real estate taxes, interest, pre-construction costs essential
to the development of a property, development costs, construction
costs and external acquisition costs. Costs of significant improvements,
renovations and replacements to rental properties are capitalized.
Expenditures for maintenance and repairs are charged to operations
as they are incurred.
If events or changes in circumstances indicate that the carrying
value of a rental property or land held for development may be impaired,
we perform a recoverability analysis based on estimated undiscounted
cash flows to be generated from the property in the future. If the
analysis indicates that the carrying value is not recoverable from
future cash flows, the property is written down to estimated fair
value and an impairment loss is recognized.
We recognize gains from sales of rental properties and land at the
time of sale using the full accrual method, provided that various
criteria related to the terms of the transactions and any subsequent
involvement by us with the properties sold are met. If the criteria
are not met, we defer the gains and recognize them when the criteria
are met or using the installment or cost recovery methods, as appropriate
in the circumstances.
(d) Tenant
Leasing Costs
We defer fees and initial direct costs incurred in the negotiation
of completed leases. They are amortized on a straight-line basis
over the term of the lease to which they apply.
(e) Deferred Financing Costs
We defer fees and costs incurred to obtain financing. They are amortized
using the interest method over the term of the loan to which they
apply.
(f) Real Estate Service Contracts and Other Intangibles
The costs of real estate service contracts and other identified
intangible assets are amortized on a straight-line basis over the
expected lives of the assets.
(g) Fair Values of Financial Instruments
The carrying amounts of cash and cash equivalents, accounts and
notes receivable and accounts payable and accrued expenses approximate
their fair values because of their short-term maturities. Fair value
information relating to mortgages and notes payable is provided
in Note 2.
(h) Revenue Recognition
We recognize minimum base rental revenue under tenant leases on
a straight-line basis over the terms of their respective leases.
Accrued straight-line rents represent the rental revenue recognized
in excess of rents due under the lease agreements at the balance
sheet date. Accrued straight-line rents is net of an allowance for
estimated uncollectible amounts. The allowance is based on the expected
future cash flows determined based on current information and management's
assessment of the tenants' ability to fulfill their lease obligations.
We recognize revenues for recoveries from tenants of real estate
taxes, insurance and other costs in the period in which the related
expenses are incurred.
We recognize revenue for services on properties we manage, lease
or develop for unconsolidated entities or third parties when the
services are performed. Revenue for development and leasing services
to affiliates is reduced to eliminate profit to the extent of our
ownership interest.
(i) Income and Other Taxes
In general, a REIT which meets certain requirements and distributes
at least 90 percent of its REIT taxable income to its shareholders
in a taxable year will not be subject to income tax to the extent
of the income it distributes. We qualify and intend to continue
to qualify as a REIT under Sections 856 through 860 of the Internal
Revenue Code of 1986, as amended. As a result, we have made no provision
for federal income taxes on income from continuing operations, except
for taxes on certain property sales.
The REIT Modernization Act ("RMA") was included in the
Tax Relief Extension Act of 1999 ("the Act"), which was
enacted into law on December 17, 1999. The RMA includes numerous
amendments to the provisions governing the qualification and taxation
of REITs. These amendments were effective January 1, 2001. One of
the principal provisions included in the Act was the creation of
the taxable REIT subsidiary ("TRS").
A TRS is a corporation that, among other things, is permitted to
provide services to tenants that previously were allowed to be provided
only by independent third parties or through a corporation in which
we had less than 10% of the voting power. We and some of our subsidiaries
made a joint election to treat these subsidiaries as TRS's for federal
and state income tax purposes as of January 1, 2001.
The net operating losses carried forward from December 31, 2000,
for federal income tax purposes aggregate approximately $10.4 million
and will begin to expire in 2012.
We have subsidiaries which are organized as partnerships which are
subject to District of Columbia franchise tax. This tax is included
in income taxes.
(j) Hedging Transactions
We sometimes use interest rate lock and collar agreements to hedge
against the impact of interest rate fluctuations on our existing
debt or anticipated financing transactions. These agreements are
designed as hedges and, as a result, changes in their fair values
are not recognized in the financial statements, provided that they
meet defined correlation and effectiveness criteria at inception
and thereafter. Instruments that cease to qualify for hedge accounting
are marked-to-market with gains and losses recognized in the statement
of operations.
(k) Earnings Per Share and Dividends
Our basic earnings per share (EPS) is computed by dividing earnings
available to common shareholders by the weighted average number
of common shares outstanding. Our diluted EPS is computed after
adjusting the numerator and denominator of the basic EPS computation
for the effects of all dilutive potential common shares outstanding
during the period. The dilutive effects of convertible securities
are computed using the "if-converted" method. The dilutive
effects of options, warrants and their equivalents (including fixed
awards and nonvested shares issued under stock compensation plans)
are computed using the "treasury stock" method.
The following table sets forth information relating to the computations
of our basic and diluted EPS for income from continuing operations:
|
|
Year
Ended December 31, 2000 |
 |
 |
|
|
Income |
|
Shares |
|
|
Per
Share |
|
| (in
thousands except per share amounts) |
|
(Numerator) |
|
(Denominator) |
|
|
Amount |
|
 |
| Basic
EPS |
|
$ |
111,953 |
|
66,221 |
|
|
$ |
1.69 |
|
| Effect
of Dilutive Securities |
|
|
|
|
|
|
|
|
|
|
| Stock
Options |
|
|
|
|
1,428 |
|
|
|
(0.04 |
) |
 |
 |
| Diluted
EPS |
|
$ |
111,953 |
|
67,649 |
|
|
$ |
1.65 |
|
 |
 |
|
|
|
|
|
Year
Ended December 31, 1999 |
 |
 |
|
|
Income |
|
Shares |
|
|
Per
Share |
|
|
|
(Numerator) |
|
(Denominator) |
|
|
Amount |
|
 |
| Basic
EPS |
|
$ |
115,631 |
|
67,858 |
|
|
$ |
1.71 |
|
| Effect
of Dilutive Securities |
|
|
|
|
|
|
|
|
|
|
| Stock
Options |
|
|
|
|
124 |
|
|
|
|
|
 |
 |
| Diluted
EPS |
|
$ |
115,631 |
|
67,982 |
|
|
$ |
1.71 |
|
 |
 |
|
|
|
|
|
Year
Ended December 31, 1998 |
 |
 |
|
|
Income |
|
Shares |
|
|
Per
Share |
|
|
|
(Numerator) |
|
(Denominator) |
|
|
Amount |
|
 |
| Basic
EPS |
|
$ |
84,408 |
|
68,577 |
|
|
$ |
1.23 |
|
| Effect
of Dilutive Securities |
|
|
|
|
|
|
|
|
|
|
| Stock
Options |
|
|
|
|
201 |
|
|
|
|
|
 |
 |
| Diluted
EPS |
|
$ |
84,408 |
|
68,778 |
|
|
$ |
1.23 |
|
 |
 |
Income
from continuing operations has been reduced by preferred dividends
of $35,206, $35,448 and $35,571 for 2000, 1999 and 1998, respectively.
The effects of convertible units in CarrAmerica Realty L.P. and
Carr Realty L.P. and Series A Convertible Preferred Stock are not
included in the calculation of diluted EPS for any year in which
their effect is antidilutive.
The tax status of our common stock dividends paid during the last
three years is as follows:
|
2000 |
1999 |
1998 |
 |
| Ordinary
income |
84 |
% |
78 |
% |
92 |
% |
| Capital
gain |
16 |
% |
22 |
% |
|
|
| Return
of capital |
|
|
|
|
8 |
% |
(l) Cash Equivalents
We consider all highly liquid investments with a maturity of three
months or less at the date of purchase to be cash equivalents except
that any such investments purchased with funds on deposit in escrow
or similar accounts are classified as restricted deposits.
(m) Accumulated Other Comprehensive Income
We currently do not have any items of other comprehensive income.
Prior to the merger of HQ Global with VANTAS (see note 3), we had
foreign currency translation adjustments due to HQ Global's foreign
affiliates. Our historic translation adjustments are included in
net assets of discontinued operations at December 31, 1999. Our
comprehensive income represented net income and translation adjustments.
Comprehensive income was $179.5 million in 2000, $141.7 million
in 1999 and $127.0 million in 1998.
(n) Segment Information
We have two reportable business segments: real estate property operations
and development operations. Business activities and operating segments
that are not reportable are included in other operations.
(o) Stock/Unit Compensation Plans
We use the intrinsic value method to account for our stock option
and unit plans. Under this method, we record compensation expense
for awards of stock, options or units to employees only if the market
price of the unit or stock on the grant date exceeds the amount
the employee is required to pay to acquire the unit or stock.
(p) New Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 133 "Accounting for Derivative Instruments
and Hedging Activities". SFAS No. 133 requires that an entity
recognize all derivatives as either assets or liabilities in the
balance sheet. The derivatives must be measured at fair value. We
have adopted this statement as of January 1, 2001. Because we use
derivatives on only a limited basis and in a manner that will qualify
for treatment as cash flow hedges under SFAS No. 133, adoption of
SFAS No. 133 will not have a material impact on our financial statements.
(q) Reclassifications
Some prior years' amounts have been reclassified to conform to the
current year's presentation.
Note 2Mortgages and Notes Payable
Our mortgages and notes payable are summarized as follows:
|
December
31, |
|
December
31, |
| (in
thousands) |
2000 |
|
1999 |
 |
| Fixed
rate mortgages |
$ |
560,158 |
|
$ |
635,371 |
| Unsecured
credit facility |
|
176,000 |
|
|
343,000 |
| Senior
unsecured notes |
|
475,000 |
|
|
625,000 |
 |
 |
|
$ |
1,211,158 |
|
$ |
1,603,371 |
 |
 |
Mortgages
payable are collateralized by properties and generally require monthly
principal and/or interest payments. Mortgages payable mature at
various dates from August 2001 through July 2019. The weighted average
interest rate of mortgages payable was 8.09% at December 31, 2000
and 8.04% at December 31, 1999.
We have a $450.0 million unsecured credit facility with Morgan Guaranty
Trust Company of New York (Morgan), as agent for a group of banks.
The credit facility bears an interest rate, based on our choice,
of either the higher of the prime rate or the Federal Funds Rate
or 70 basis points above the 30-day London Interbank Offered Rate
(LIBOR). We usually select the interest rate equal to 70 basis points
above the 30-day LIBOR rate for initial draws and when LIBOR contracts
expire. The credit facility matures in August 2001 and we are in
the process of negotiating the terms of renewal. Based on the progress
of the negotiations, we expect that we will continue to have credit
available to meet our needs on satisfactory terms. At December 31,
2000, we had $270.3 million available for draw under the credit
facility.
Our unsecured credit facility contains financial and other covenants
with which we must comply. Some of these covenants include:
- A
minimum ratio of annual EBITDA (earnings before interest, taxes,
depreciation and amortization) to interest expense;
- A
minimum ratio of annual EBITDA to debt service;
- A
maximum ratio of total debt to tangible fair market value of our
assets;
- Restrictions
on our ability to make dividend distributions in excess of 90%
of funds from operations.
Availability under the unsecured credit facility is also limited
to a specified percentage of the fair value of our unmortgaged properties.
We had senior unsecured notes outstanding of $475.0 million at December
31, 2000. These notes are as follows:
- $150
million of 7.20% notes due in 2004;
- $100
million of 6.625% notes due in 2005;
- $125
million of 7.375% notes due in 2007;
- $100
million of 6.875% notes due in 2008.
Our
senior unsecured notes also contain covenants with which we must
comply. These include:
- Limits
on our total indebtedness on a consolidated basis;
- Limits
on our secured indebtedness on a consolidated basis;
- Limits
on our required debt service payments.
CarrAmerica
Realty, L.P. unconditionally guarantees the senior unsecured notes.
Debt maturities at December 31, 2000 are as follows (in thousands):
| 2001 |
$ |
254,483 |
| 2002 |
|
44,435 |
| 2003 |
|
49,980 |
| 2004 |
|
171,352 |
| 2005 |
|
118,439 |
| 2006
and thereafter |
|
572,469 |
 |
 |
|
$ |
1,211,158 |
 |
 |
Restricted
deposits consist primarily of escrow deposits. These deposits are
required by lenders to be used for future building renovations or
tenant improvements or as collateral for letters of credit.
The estimated fair value of our mortgages payable at December 31,
2000 and 1999 was approximately $582.3 million and $659.0 million,
respectively. The estimated fair value is based on the borrowing
rates available to us for fixed rate mortgages payable with similar
terms and average maturities. The fair value of the unsecured credit
facility at December 31, 2000 and 1999 approximates book value.
The estimated fair value of our senior unsecured notes at December
31, 2000 and 1999 was approximately $468.7 million and $584.8 million,
respectively. The estimated fair value is based on the borrowing
rates available to us for debt with similar terms and maturities.
Note 3Discontinued Operations
On January 20, 2000, we, along with HQ Global Workplaces, Inc. (HQ
Global), VANTAS Incorporated (VANTAS) and FrontLine Capital Group,
entered into several agreements that contemplated several transactions
including (i) the merger of VANTAS with and into HQ Global, (ii)
the acquisition by FrontLine Capital Group of shares of HQ Global
common stock from us and other stockholders of HQ Global, and (iii)
the acquisition by VANTAS of our debt and equity interests in OmniOffices
(UK) Limited and OmniOffices LUX 1929 Holding Company S.A.
On June 1, 2000, we consummated the transactions. We recognized
an after tax gain of $31.9 million. Our investment in the merged
entity at December 31, 2000 was $42.2 million and is accounted for
using the cost method. We own 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 was retired. Approximately
$140.5 million of HQ Global debt (which we guaranteed) was repaid
at that time.
As part of the HQ Global/VANTAS transaction, we received put rights
with respect to our continuing interest in HQ Global. These rights
can be exercised at specified times at our option if HQ Global has
not completed an initial public offering. A portion of the put is
exercisable in late 2001, with the balance exercisable in June 2002.
Payment for our HQ Global stock will be based on the fair market
value of our investment and can be made either in cash, a short-term
note (in the case of the 2001 put right) or delivery of common stock
of FrontLine Capital Group, a NASDAQ-listed company and the majority
shareholder of HQ Global.
Note 4Minority Interest
At the time we were incorporated and our majority-owned subsidiary,
Carr Realty, L.P. was formed, those who contributed interests in
properties to Carr Realty, L.P. had the right to elect to receive
either our common stock or units of limited partnership interest
in Carr Realty, L.P. In addition, we have acquired assets since
our formation by issuing distribution paying units and non-distribution
paying units of Carr Realty, L.P. and CarrAmerica Realty, L.P. The
non-distribution paying units cannot receive any distributions until
they automatically convert into distribution paying units in the
future. During the year ended December 31, 2000, 163,598 non-distribution
paying units were converted to distribution paying units. A distribution
paying unit, subject to restrictions, may be redeemed for either
one share of our common stock, or, at our option, cash equal to
the fair market value of a share of our common stock at the time
of redemption. When a Unitholder redeems a distribution paying unit
for a share of common stock or cash, minority interest is reduced
and our investment in Carr Realty, L.P. or CarrAmerica Realty, L.P.,
as appropriate, is increased. During the years ended December 31,
2000 and 1999, 292,739 and 38,430 distribution paying units, respectively,
of Carr Realty, L.P. were redeemed for our common stock. Minority
interest in the financial statements relates primarily to Unitholders.
The following table summarizes the outstanding shares of our common
stock, preferred stock which is convertible into our common stock
and outstanding units of Carr Realty, L.P. and CarrAmerica Realty,
L.P.:
| (in
thousands) |
|
Common
Stock
Outstanding |
|
Convertible
Preferred
Stock
Outstanding |
|
Distribution
Paying
Units
Outstanding |
|
Non-Distribution
Paying
Units
Outstanding |
 |
| As
of December 31, |
|
|
|
|
|
|
|
|
 |
 |
| 2000 |
|
65,018 |
|
480 |
|
5,656 |
|
268 |
| 1999 |
|
66,826 |
|
680 |
|
6,048 |
|
432 |
| 1998 |
|
71,760 |
|
680 |
|
5,978 |
|
540 |
| |
|
|
|
|
|
|
|
|
| Weighted
average for: |
|
|
|
|
|
|
|
|
 |
 |
| 2000 |
|
66,221 |
|
495 |
|
5,916 |
|
405 |
| 1999 |
|
67,858 |
|
680 |
|
6,003 |
|
495 |
| 1998 |
|
68,577 |
|
745 |
|
5,985 |
|
540 |
Note
5Other Investments in Unconsolidated Entities and Affiliate
Transactions
We own interest ranging from 15% to 50% in real estate property
operations and development operations through unconsolidated entities.
We had eleven investments in 2000, six investments in 1999 and eight
investments in 1998 in these entities.
The combined condensed financial information for the unconsolidated
entities accounted for under the equity method is as follows:
|
December
31, |
| (in
thousands) |
2000 |
1999 |
|
|
 |
| Balance
Sheets |
|
|
|
|
|
|
| Assets |
|
|
|
|
|
|
| Rental
property, net |
$ |
569,500 |
$ |
188,463 |
|
|
| Land
and construction |
|
|
|
|
|
|
| in
progress |
|
123,540 |
|
47,134 |
|
|
| Cash
and cash equivalents |
|
20,140 |
|
4,921 |
|
|
| Other
assets |
|
37,201 |
|
37,815 |
|
|
 |
 |
|
$ |
750,381 |
$ |
278,333 |
|
|
 |
 |
| Liabilities
and Partners Capital |
|
|
|
|
|
|
| Liabilities: |
|
|
|
|
|
|
| Notes
payable |
$ |
184,991 |
$ |
249,330 |
|
|
| Other
liabilities |
|
15,697 |
|
18,715 |
|
|
 |
 |
| Total
liabilities |
|
200,688 |
|
268,045 |
|
|
| Partners
capital |
|
549,693 |
|
10,288 |
|
|
 |
 |
|
$ |
750,381 |
$ |
278,333 |
|
|
 |
 |
|
|
|
Year
Ended December 31, |
| (in
thousands) |
2000 |
1999 |
1998 |
 |
| Statements
of Operations |
|
|
|
|
|
|
| Revenue |
$ |
64,423 |
$ |
39,825 |
$ |
90,734 |
| Depreciation
and |
|
|
|
|
|
|
| amortization
expense |
|
14,733 |
|
7,370 |
|
11,331 |
| Interest
expense |
|
19,529 |
|
19,464 |
|
26,123 |
| Other
expenses |
|
21,302 |
|
11,371 |
|
48,050 |
| Gain
on sale of assets |
|
63,984 |
|
|
|
|
 |
 |
| Net
income |
$ |
72,843 |
$ |
1,620 |
$ |
5,230 |
 |
 |
In addition to making investments in these entities, we provided construction
management, leasing, development and architectural and other services
to them. We earned fees for these services of $8.9 million in 2000,
$7.9 million in 1999 and $6.1 million in 1998. Accounts receivable
from our affiliates were $4.8 million at December 31, 2000 and $6.1
million at December 31, 1999. At December 31, 1999, these receivables
included a leasing commission receivable of $2.1 million. In December
2000, the building to which this receivable related was sold and the
balance of the receivable was collected.
A subsidiary of Clark Enterprises, Inc., a Unitholder, has provided
construction management services to us. We have paid $1.7 million
in 2000, $3.1 million in 1999 and $19.6 million in 1998 for these
services.
During 1999 and 1998, payments of $0.2 million and $0.3 million, respectively,
were made to Security Capital Investment Research Incorporated, an
affiliate of Security Capital, for research. Payments to Security
Capital in 2000 were less than $30,000. The research was related to
the acquisition of operating properties, executive office suites businesses
and development properties.
Note 6Lease Agreements
Space in our rental properties is leased to approximately 1,350 tenants.
In addition to minimum rents, the leases typically provide for other
rents which reimburse us for specific property operating expenses.
The future minimum base rent to be received under noncancellable tenant
leases and the percentage of total rentable space under leases expiring
each year, as of December 31, 2000 are summarized as follows:
|
|
|
Percentage
of |
|
Future |
Total
Space |
|
Minimum |
Under
Lease |
| (dollars
in thousands) |
Rent |
Expiring |
 |
| 2001 |
$ |
417,395 |
8.1 |
| 2002 |
|
396,353 |
12.4 |
| 2003 |
|
341,008 |
14.6 |
| 2004 |
|
271,534 |
14.9 |
| 2005 |
|
223,713 |
12.0 |
| 2006
& thereafter |
|
565,367 |
38.0 |
 |
 |
|
$ |
2,215,370 |
|
|
 |
 |
Leases
also provide for additional rent based on increases in the Consumer
Price Index (CPI) and increases in operating expenses. Increases
are generally payable in equal installments throughout the year.
We lease land for two office properties located in metropolitan
Washington, D.C. and one office property located in Santa Clara,
California. We also lease land adjacent to an office property in
Chicago, Illinois. The initial terms of these leases range from
5 years to 99 years. The longest lease matures in 2086. The minimum
base annual rental payment for these leases is $2.6 million.
Note 7Common and Preferred Stock
In 2000, our Board of Directors has authorized us to spend up to
$225 million to repurchase our common shares. During 2000, we acquired
approximately 3.2 million shares for $90.2 million, an average price
of $28.41 per share.
We are authorized to issue 35 million shares of preferred stock.
On October 25, 1996, we issued 1,740,000 shares of Series A Cumulative
Convertible Redeemable Preferred Stock ("Series A Preferred
Stock") at $25 per share. Dividends for the Series A Preferred
Stock are cumulative from the date of issuance. The dividends are
payable quarterly in arrears in an amount per share equal to the
greater of $1.75 per share per year or the cash dividend paid on
the number of shares of our common stock into which a share of Series
A Preferred Stock is convertible. Series A Preferred Stock has a
liquidation preference of $25 per share. Each share of Series A
Preferred Stock is convertible into one share of common stock (subject
to conversion adjustments), at the option of the holder. As of December
31, 2000, 1,260,000 shares of Series A Preferred Stock had been
converted into common stock. After October 25, 1999, each outstanding
share of Series A Preferred Stock became redeemable at our option.
The redemption price is $25 per share plus accrued and unpaid dividends.
As of December 31, 2000, we had the following additional preferred
stock issued and outstanding:
|
|
|
Liquidation |
Dividend |
|
Shares |
Issue
Date |
Preference |
Rate |
 |
| Series
B |
8,000,000 |
August
1997 |
$25.00 |
8.57% |
| Series
C |
6,000,000 |
November
1997 |
$25.00 |
8.55% |
| Series
D |
2,000,000 |
December
1997 |
$25.00 |
8.45% |
The Series
C and D shares are Depositary Shares. They each represent a 1/10 fractional
interest in a share of preferred stock. Dividends for the Series B,
C and D shares are cumulative from the date of issuance and are payable
quarterly in arrears on the last day of February, May, August and
November. These preferred shares are redeemable at our option after
the following dates:
| Series
B |
August
12, 2002 |
| Series
C |
November
6, 2002 |
| Series
D |
December
19, 2002 |
Note
8Stock/Unit Compensation Plans
As of December 31, 2000, we had three option plans. Two plans are
for the purpose of attracting and retaining executive officers and
other key employees (1997 Employee Stock Option and Incentive Plan
and the 1993 Carr Realty Option Plan). The other plan is for the
purpose of attracting and retaining directors who are not employees
(1995 Non-Employee Director Stock Option Plan).
The 1997 Employee Stock Option and Incentive Plan ("Stock Option
Plan") allows for the grant of options to purchase our common
stock at an exercise price equal to the fair market value of the
common stock at the date of grant. At December 31, 2000, we had
options and units to purchase 10,000,000 shares of common stock
and units reserved so we could issue them under the Stock Option
Plan. At December 31, 2000, 6,281,703 options were outstanding.
All of the outstanding options have a 10-year term from the date
of grant. 3,606,375 options vest over a four-year period, 25% per
year, and 450,000 options vest at the end of five years. The balance
of the options vest over a five-year period, 20% per year.
The 1993 Carr Realty Option Plan allows for the grant of options
to purchase units of Carr Realty, L.P. (unit options). These options
are exercisable at the fair market value of the units at the date
of grant, which is equivalent to the fair market value of our common
stock on that date. Units (following exercise of unit options) are
redeemable for cash or common stock, at our option. At December
31, 2000, we had options to purchase 1,266,900 units authorized
for grant under the 1993 Carr Realty Option Plan, of which 238,522
were outstanding. All of the outstanding options have a 10-year
term from the date of grant and vest over five years, 20% per year.
The 1995 Non-Employee Director Stock Option Plan provides for the
grant of options to purchase our common stock at an exercise price
equal to the fair market value of the common stock at the date of
grant. Under this plan, newly elected non-employee directors are
granted options to purchase 3,000 shares of common stock when they
start serving as a director. In connection with each annual election
of directors, a continuing non-employee director will receive options
to purchase 7,500 shares of common stock. The stock options have
a 10-year term from the date of grant and vest over three years,
33 1/3% per year. At December 31, 2000, we had 270,000 options on
shares of common stock authorized for grant under this plan with
231,225 outstanding.
The per share weighted-average fair values of Unit options and stock
options granted during 2000, 1999 and 1998 were $2.24, $2.25 and $2.38,
respectively, on the date of grant. This value is determined using
the Black-Scholes option-pricing model. The following assumptions
were used:
|
Expected |
Risk
Free |
Expected |
Expected |
|
Dividend |
Interest |
Stock |
Option |
|
Yield |
Rate |
Volatility |
Life |
 |
| 2000 |
8.64% |
6.77% |
22.47% |
5.00 |
| 1999 |
7.54% |
5.16% |
22.78% |
3.95 |
| 1998 |
7.38% |
5.05% |
21.82% |
5.00 |
If we
had applied a fair-value based method (rather than the intrinsic value
method) to recognize compensation cost for our unit and stock options,
our net income and earnings per share of common stock would have been
adjusted as indicated below:
| (in
thousands except per share data) |
|
2000 |
|
1999 |
|
1998 |
 |
| Pro
forma net income |
|
$ |
176,364 |
|
$ |
140,507 |
|
$ |
125,026 |
| Pro
forma basic EPS |
|
$ |
2.13 |
|
$ |
1.55 |
|
$ |
1.30 |
| Pro
forma diluted EPS |
|
$ |
2.09 |
|
$ |
1.55 |
|
$ |
1.30 |
Unit and
stock option activity during 2000, 1999 and 1998 is summarized as
follows:
|
1993
Plan |
1995
Plan |
1997
Plan |
 |
|
|
|
Weighted |
|
|
Weighted |
|
|
Weighted |
|
Shares |
Average |
Shares |
Average |
Shares |
|
Average |
|
Under |
Exercise |
Under |
Exercise |
Under |
|
Exercise |
|
Option |
Price |
Option |
Price |
Option |
|
Price |
 |
Outstanding at
December 31, 1997 |
915,622 |
|
$ |
23.266 |
|
94,332 |
|
$ |
24.909 |
|
994,981 |
|
$ |
29.052 |
| Granted |
|
|
|
|
|
97,560 |
|
|
25.004 |
|
4,217,500 |
|
|
26.178 |
| Exercised |
1,000 |
|
|
22.875 |
|
1,000 |
|
|
17.750 |
|
|
|
|
|
| Forfeited |
20,000 |
|
|
24.375 |
|
|
|
|
|
|
176,537 |
|
|
29.487 |
 |
 |
 |
 |
 |
 |
 |
Outstanding at
December 31, 1998 |
894,622 |
|
|
23.242 |
|
190,892 |
|
|
24.995 |
|
5,035,944 |
|
|
26.629 |
| Granted |
|
|
|
|
|
52,500 |
|
|
24.250 |
|
456,500 |
|
|
23.010 |
| Exercised |
16,200 |
|
|
23.480 |
|
|
|
|
|
|
|
|
|
|
| Forfeited |
30,800 |
|
|
24.643 |
|
19,667 |
|
|
27.699 |
|
791,941 |
|
|
26.493 |
 |
 |
 |
 |
 |
 |
 |
Outstanding at
December 31, 1999 |
847,622 |
|
|
23.186 |
|
223,725 |
|
|
24.583 |
|
4,700,503 |
|
|
26.301 |
| Granted |
|
|
|
|
|
7,500 |
|
|
24.688 |
|
2,870,357 |
|
|
21.174 |
| Exercised |
593,600 |
|
|
22.932 |
|
|
|
|
|
|
632,611 |
|
|
25.103 |
| Forfeited |
15,500 |
|
|
23.831 |
|
|
|
|
|
|
656,546 |
|
|
24.424 |
 |
 |
 |
 |
 |
 |
 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Outstanding
at December 31, 2000 |
238,522 |
|
$ |
23.778 |
|
231,225 |
|
$ |
24.586 |
|
6,281,703 |
|
$ |
24.275 |
 |
 |
 |
 |
 |
 |
 |
| Options
exercisable at: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December
31, 1998
|
708,942 |
|
$ |
22.914 |
|
59,172 |
|
$ |
23.386 |
|
305,245 |
|
$ |
29.222 |
| December
31, 1999 |
802,188 |
|
|
22.953 |
|
105,745 |
|
|
24.287 |
|
1,198,708 |
|
|
27.388 |
| December
31, 2000 |
218,766 |
|
|
23.400 |
|
164,710 |
|
|
24.548 |
|
1,316,540 |
|
|
27.480 |
The following
table summarizes information about our stock options outstanding at
December 31, 2000:
|
Options
Outstanding |
Options
Exercisable |
 |
|
Outstanding |
Weighted-Average |
|
|
|
Exercisable |
Weighted- |
| Range
of Exercise |
as
of |
Remaining |
Weighted-Average |
as
of |
Average |
| Prices |
12/31/00 |
Contractual
Life |
Exercise
Price |
12/31/00 |
Exercise
Price |
 |
| $17.00$20.00 |
41,000 |
|
7.1 |
$ |
18.5122 |
|
22,250 |
|
$ |
18.1011 |
|
| $20.01$23.00 |
2,719,093 |
|
8.7 |
|
20.9265 |
|
221,663 |
|
|
22.6429 |
|
| $23.01$26.00 |
1,984,913 |
|
7.9 |
|
23.7209 |
|
500,913 |
|
|
23.6824 |
|
| $26.01$29.00 |
248,144 |
|
7.1 |
|
28.4181 |
|
131,225 |
|
|
28.2724 |
|
| $29.01$32.00 |
1,758,300 |
|
6.9 |
|
29.6017 |
|
823,965 |
|
|
29.5477 |
|
 |
 |
|
6,751,450 |
|
7.9 |
$ |
24.2681 |
|
1,700,016 |
|
$ |
26.6709 |
|
 |
 |
 |
 |
 |
We
have also granted to key executives 726,294 restricted stock units
under the 1997 Stock Option Plan. The stock units were granted at
a zero exercise price. The fair market values of the units at the
dates of grant range from $20.69 to $28.94 per unit. The units vest
over five years, at 20% per year. We recognize the fair value of
the units awarded at dates of grant as compensation cost on a straight-line
basis over the terms of the awards. Compensation expense related
to these awards was $2.9 million in 2000, $2.0 million in 1999 and
$0.3 million in 1998.
Note 9Gain on Sale of Assets and Other Provisions, Net
The following table summarizes our gain on sale of assets and other
provisions, net:
| (in
thousands) |
2000 |
1999 |
1998 |
 |
| Sales
of land/development properties |
$ |
(3,655 |
) |
$ |
662 |
|
$ |
580 |
|
| Sales
of rental properties |
|
33,399 |
|
|
54,791 |
|
|
47,121 |
|
| Sale
of properties to Carr Office Park, L.L.C. |
|
33,197 |
|
|
|
|
|
|
|
| Impairment
loss |
|
(7,894) |
|
|
|
|
|
|
|
| Taxes |
|
(18,676 |
) |
|
(631 |
) |
|
(9,541 |
) |
 |
 |
| Total |
$ |
36,371 |
|
$ |
54,822 |
|
$ |
38,160 |
|
 |
 |
We dispose
of assets (sometimes using tax-deferred exchanges) that are inconsistent
with our long-term strategic or return objectives or where market
conditions for sale are favorable. During 2000, we disposed of 16
properties (including one property in which we held an interest through
an unconsolidated entity) and four parcels of land that were being
held for development. We recognized a net gain of $24.1 million on
these transactions, net of taxes of $5.6 million, including a net
gain of $8.8 million relating to our share of the gain on sale of
a property in which we held an interest through an unconsolidated
entity.
On August 17, 2000, we closed on a joint venture transaction with
New York State Teachers' Retirement System (NYSTRS). At closing,
we and some affiliates contributed properties to the joint venture,
Carr Office Park, L.L.C., and NYSTRS contributed cash of approximately
$255.1 million. The joint venture encompasses five suburban office
parks (including 26 rental properties and land held for development
of additional properties) in four markets. We received approximately
$249.6 million in cash and a 35% interest in the joint venture in
exchange for the properties contributed and recognized a gain on
the partial sale of $20.1 million, net of taxes of $13.1 million.
During the fourth quarter of 2000, we recognized an impairment loss
of $7.9 million on land. For various reasons, we determined that
we would not proceed with planned development of rental properties
on certain of our land holdings and decided to market the land for
sale. As a result, we evaluated the recoverability of the carrying
amounts of the land. We determined that the carrying amounts would
not be recovered from estimated net sale proceeds in certain cases
and, in those cases, we recognized impairment losses.
During 1999, we disposed of 63 rental properties and two parcels
of land being held for development. During 1998, we disposed of
13 rental properties and one parcel of land being held for development.
Note 10Commitments and Contingencies
At December 31, 2000, we were liable on $3.7 million in letters
of credit. We were contingently liable for letters of credit related
to various completion escrows and on performance bonds amounting
to approximately $13.1 million to ensure completion of required
public improvements on our construction projects.
In 1998, we entered into forward treasury agreements (treasury locks)
in order to hedge against the impact of interest rate fluctuations
on planned future debt issuances. At December 31, 1998, we determined
that these positions no longer represented effective hedges. At
that time, we recognized a loss of $13.7 million in anticipation
of terminating the agreements. These contracts were settled in February
1999 for $9.2 million in cash, resulting in a gain of $4.5 million
in 1999.
We have a 401(k) plan for employees under which we match 50% of
employee contributions up to the first 4% of pay. We also make a
base contribution of 3% of pay for participants who remain employed
on December 31 (end of the plan year). Our contributions to the
plan are subject to a five-year graduated vesting schedule. Our
contributions to the plan were $1.6 million in 2000 and $1.1 million
in 1999 and 1998. In 2001, the vesting schedule is changing to four
years, 25% per year, and our contribution will be 75% of employee
contributions up to the first 6% of pay.
We are currently involved in two separate lawsuits with two stockholders
of HQ Global. The first lawsuit involves the conversion in September
1998 of approximately $111 million of debt previously loaned by
us to HQ Global into stock of HQ Global. We, along with HQ Global,
initiated this lawsuit asking the court to declare that the terms
of the debt conversion were fair, after these two stockholders threatened
to challenge the terms of the conversion. The stockholders had claimed
that both the conversion price used and the methods by which the
conversion price was agreed upon between HQ Global and us were not
fair to HQ Global or these stockholders. Thereafter, the two stockholders
filed their own counterclaims against HQ Global, the board of directors
of HQ Global and us. The stockholders have asked the court to declare
the conversion void, or in the alternative for compensatory and
punitive damages. The second lawsuit involves claims filed by the
two stockholders arising out of the June 2000 HQ Global/VANTAS merger
transactions. In this lawsuit, the two stockholders have brought
claims against HQ Global, the board of directors of HQ Global, and
us. The two stockholders allege that, in connection with the transactions,
we breached our fiduciary duties to the two stockholders and breached
a certain contract with the stockholders. The stockholders have
asked the court to rescind the entire transaction, or in the alternative
for compensatory and rescissory damages.
Although we believe that the two stockholders' claims are without
merit and that we will ultimately prevail in these actions, there
can be no assurance that the court will not find in favor of these
stockholders. However, even if the two stockholders were successful
in their claims, we do not believe that this result would have a
material adverse effect on our financial condition or results of
operations.
In the course of our normal business activities, various lawsuits,
claims and proceedings have been or may be instituted or asserted
against us. Based on currently available facts, we believe that the
disposition of matters that are pending or asserted will not have
a material adverse effect on our consolidated financial position,
results of operations or liquidity.
Note 11Selected Quarterly Financial Information (unaudited)
The following is a summary of the quarterly results of operations
for 2000 and 1999:
|
First |
Second |
Third |
Fourth |
| (in
thousands, except per share data) |
Quarter |
Quarter |
Quarter |
Quarter |
 |
| 2000 |
|
|
|
|
|
|
|
|
|
|
|
|
| Rental
revenue |
$ |
136,625 |
|
$ |
139,127 |
|
$ |
131,690 |
|
$ |
124,417 |
|
| Real
estate service income |
|
4,941 |
|
|
5,312 |
|
|
7,667 |
|
|
8,252 |
|
| Real
estate operating income |
|
28,527 |
|
|
27,651 |
|
|
30,678 |
|
|
28,113 |
|
| Income
from continuing operations |
|
33,152 |
|
|
29,825 |
|
|
49,910 |
|
|
34,272 |
|
| (Loss)
income from discontinued operations |
|
(1,380 |
) |
|
1,836 |
|
|
|
|
|
|
|
| Gain
on sale of discontinued operations |
|
|
|
|
31,852 |
|
|
|
|
|
|
|
| Net
income |
|
31,772 |
|
|
63,513 |
|
|
49,910 |
|
|
34,272 |
|
| Basic
net income per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
| Income
from continuing operations |
|
0.36 |
|
|
0.31 |
|
|
0.62 |
|
|
0.39 |
|
| (Loss)
income from discontinued operations |
|
(0.02 |
) |
|
0.03 |
|
|
|
|
|
|
|
| Gain
on sale of discontinued operations |
|
|
|
|
0.48 |
|
|
|
|
|
|
|
| Net
income |
|
0.34 |
|
|
0.82 |
|
|
0.62 |
|
|
0.39 |
|
| Diluted
net income per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
| Income
from continuing operations |
|
0.36 |
|
|
0.31 |
|
|
0.60 |
|
|
0.38 |
|
| Income
from discontinued operations |
|
(0.02 |
) |
|
0.03 |
|
|
|
|
|
|
|
| Gain
on sale of discontinued operations |
|
|
|
|
0.43 |
|
|
|
|
|
|
|
| Net
income |
|
0.34 |
|
|
0.77 |
|
|
0.60 |
|
|
0.38 |
|
1999 |
|
|
|
|
|
|
|
|
|
|
|
|
| Rental
revenue |
$ |
121,458 |
|
$ |
119,238 |
|
$ |
128,311 |
|
$ |
129,842 |
|
| Real
estate service income |
|
3,900 |
|
|
4,947 |
|
|
4,202 |
|
|
4,005 |
|
| Real
estate operating income |
|
28,231 |
|
|
24,272 |
|
|
23,082 |
|
|
25,462 |
|
| Income
from continuing operations |
|
47,446 |
|
|
32,255 |
|
|
42,235 |
|
|
29,143 |
|
| Loss
from discontinued operations |
|
(1,271 |
) |
|
(1,849 |
) |
|
(2,848 |
) |
|
(1,894 |
) |
| Net
income |
|
46,175 |
|
|
30,406 |
|
|
39,387 |
|
|
27,249 |
|
| Basic
net income per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
| Income
from continuing operations |
|
0.55 |
|
|
0.35 |
|
|
0.50 |
|
|
0.30 |
|
| Loss
from discontinued operations |
|
(0.02 |
) |
|
(0.03 |
) |
|
(0.04 |
) |
|
(0.03 |
) |
| Net
income |
|
0.53 |
|
|
0.32 |
|
|
0.46 |
|
|
0.27 |
|
| Diluted
net income per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
| Income
from continuing operations |
|
0.54 |
|
|
0.35 |
|
|
0.49 |
|
|
0.30 |
|
| Loss
from discontinued operations |
|
(0.02 |
) |
|
(0.03 |
) |
|
(0.04 |
) |
|
(0.03 |
) |
| Net
income |
|
0.52 |
|
|
0.32 |
|
|
0.45 |
|
|
0.27 |
|
Note
12Segment Information
Our 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 real estate property operations segment includes the operation
and management of rental properties. The development operations
segment includes the development of new rental properties for us
and for unaffiliated companies. Our reportable segments offer different
products and services and are managed separately because each requires
different business strategies and management expertise.
Our operating segments' performance is measured using funds from
operations. Funds from operations is defined by the National Association
of Real Estate Investment Trusts (NAREIT) as follows:
- Net
income (loss)computed in accordance with generally accepted
accounting principles (GAAP);
- Less
gains (or plus losses) from sales of depreciable operating properties
and items that are classified as extraordinary items under GAAP;
- Plus
depreciation and amortization of assets uniquely significant to
the real estate industry;
- Plus
or minus adjustments for unconsolidated partnerships and joint
ventures (to reflect funds from operations on the same basis).
Funds
from operations does not represent net income or cash flow generated
from operating activities in accordance with GAAP. As such, it should
not be considered an alternative to net income as an indication
of our performance or to cash flows as a measure of our liquidity
or our ability to make distributions.
Operating results of our reportable segments and our other operations
are summarized as follows:
|
As
of and for the year ended December 31, 2000 |
 |
|
Real
Estate |
|
|
|
|
|
|
|
|
|
|
|
Property |
Development |
Other |
|
|
|
| (in
millions) |
Operations |
Operations |
Operations |
Total |
 |
| Operating
revenue |
$ |
531.9 |
|
|
$ |
10.6 |
|
$ |
15.5 |
|
$ |
558.0 |
|
| Segment
expense |
|
170.0 |
|
|
|
4.5 |
|
|
41.6 |
|
|
216.1 |
|
 |
 |
| Net
segment revenue (expense) |
|
361.9 |
|
|
|
6.1 |
|
|
(26.1 |
) |
|
341.9 |
|
| Interest
expense |
|
49.2 |
|
|
|
|
|
|
49.1 |
|
|
98.3 |
|
| Other
income (expense), net |
|
14.5 |
|
|
|
0.2 |
|
|
(3.6 |
) |
|
11.1 |
|
 |
 |
| Funds
from operations |
$ |
327.2 |
|
|
$ |
6.3 |
|
$ |
(78.8 |
) |
|
254.7 |
|
 |
 |
 |
| Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
| and
amortization |
|
|
|
|
|
|
|
|
|
|
|
(128.4 |
) |
| Other,
net |
|
|
|
|
|
|
|
|
|
|
|
0.5 |
|
 |
 |
| Income
from continuing |
|
|
|
|
|
|
|
|
|
|
|
|
|
| operations
before gain on sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
| of
assets and minority interest |
|
|
|
|
|
|
|
|
|
|
|
126.8 |
|
| Minority
interest and gain |
|
|
|
|
|
|
|
|
|
|
|
|
|
| on
sale of assets |
|
|
|
|
|
|
|
|
|
|
|
20.3 |
|
| Discontinued
operations, |
|
|
|
|
|
|
|
|
|
|
|
|
|
| net
of income tax |
|
|
|
|
|
|
|
|
|
|
|
0.5 |
|
| Gain
on sale of discounted |
|
|
|
|
|
|
|
|
|
|
|
|
|
| operations,
net of tax |
|
|
|
|
|
|
|
|
|
|
|
31.9 |
|
 |
 |
| Net
income |
|
|
|
|
|
|
|
|
|
|
$ |
179.5 |
|
 |
 |
| Total
assets from |
|
|
|
|
|
|
|
|
|
|
|
|
|
| continuing
operations |
$ |
2,711.9 |
|
|
$ |
96.3 |
|
$ |
264.6 |
|
$ |
3,072.8 |
|
 |
 |
| Expenditures
for |
|
|
|
|
|
|
|
|
|
|
|
|
|
| long-lived
assets |
$ |
107.5 |
|
|
$ |
123.2 |
|
$ |
|
|
$ |
230.7 |
|
 |
 |
| |
|
|
As of and for
the year ended December 31, 1999 |
 |
|
Real
Estate |
|
|
|
|
|
|
|
|
|
|
|
Property |
Development |
Other |
|
|
|
| (in
millions) |
Operations |
Operations |
Operations |
Total |
 |
| Operating
revenue |
$ |
498.9 |
|
|
$ |
6.6 |
|
$ |
10.4 |
|
$ |
515.9 |
|
| Segment
expense |
|
167.2 |
|
|
|
4.6 |
|
|
34.3 |
|
|
206.1 |
|
 |
 |
| Net
segment revenue (expense) |
|
331.7 |
|
|
|
2.0 |
|
|
(23.9 |
) |
|
309.8 |
|
| Interest
expense |
|
50.5 |
|
|
|
|
|
|
38.6 |
|
|
89.1 |
|
| Other
income (expense), net |
|
8.9 |
|
|
|
0.2 |
|
|
(3.2 |
) |
|
5.9 |
|
 |
 |
| Funds
from operations |
$ |
290.1 |
|
|
$ |
2.2 |
|
$ |
(65.7 |
) |
|
226.6 |
|
 |
 |
 |
| Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Depreciation
and amortization |
|
|
|
|
|
|
|
|
|
|
|
(117.3 |
) |
| Gain
on settlement of treasury locks |
|
|
|
|
|
|
|
|
|
|
|
4.5 |
|
| Other,
net |
|
|
|
|
|
|
|
|
|
|
|
0.8 |
|
 |
 |
| Income
from continuing |
|
|
|
|
|
|
|
|
|
|
|
|
|
| operations
before gain on sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
| of
assets and minority interest |
|
|
|
|
|
|
|
|
|
|
|
114.6 |
|
| Minority
interest and gain |
|
|
|
|
|
|
|
|
|
|
|
|
|
| on
sale of assets |
|
|
|
|
|
|
|
|
|
|
|
36.4 |
|
| Discontinued
operations, |
|
|
|
|
|
|
|
|
|
|
|
|
|
| net
of income tax |
|
|
|
|
|
|
|
|
|
|
|
(7.8 |
) |
 |
 |
| Net
income |
|
|
|
|
|
|
|
|
|
|
$ |
143.2 |
|
 |
 |
| Total
assets from |
|
|
|
|
|
|
|
|
|
|
|
|
|
| continuing
operations |
$ |
2,991.8 |
|
|
$ |
220.1 |
|
$ |
59.5 |
|
$ |
3,271.4 |
|
 |
 |
 |
| Net
assets of |
|
|
|
|
|
|
|
|
|
|
|
|
|
| discontinued
operations |
|
|
|
|
|
|
|
|
|
|
|
207.7 |
|
 |
 |
| Total
assets |
|
|
|
|
|
|
|
|
|
|
$ |
3,479.1 |
|
 |
 |
| Expenditures
for long-lived assets |
$ |
92.0 |
|
|
$ |
279.1 |
|
$ |
|
|
$ |
371.1 |
|
 |
 |
| |
|
|
As of and for
the year ended December 31, 1998 |
 |
|
Real
Estate |
|
|
|
|
|
|
|
|
|
|
|
Property |
Development |
Other |
|
|
|
| (in
millions) |
Operations |
Operations |
Operations |
Total |
 |
| Operating
revenue |
$ |
440.5 |
|
|
$ |
4.4 |
|
$ |
11.8 |
|
$ |
456.7 |
|
| Segment
expense |
|
149.7 |
|
|
|
3.1 |
|
|
29.3 |
|
|
182.1 |
|
 |
 |
| Net
segment revenue (expense) |
|
290.8 |
|
|
|
1.3 |
|
|
(17.5 |
) |
|
274.6 |
|
| Interest
expense |
|
46.8 |
|
|
|
|
|
|
24.6 |
|
|
71.4 |
|
| Other
income (expense), net |
|
8.2 |
|
|
|
|
|
|
(0.3 |
) |
|
7.9 |
|
 |
 |
| Funds
from operations |
$ |
252.2 |
|
|
$ |
1.3 |
|
$ |
(42.4 |
) |
|
211.1 |
|
 |
 |
 |
| Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Depreciation
and amortization |
|
|
|
|
|
|
|
|
|
|
|
(98.8 |
) |
| Loss
on treasury locks |
|
|
|
|
|
|
|
|
|
|
|
(13.7 |
) |
| Other,
net |
|
|
|
|
|
|
|
|
|
|
|
(0.7 |
) |
 |
 |
| Income
from continuing operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
| before
gain on sale of assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
| and
minority interest |
|
|
|
|
|
|
|
|
|
|
|
97.9 |
|
| Minority
interest and gain |
|
|
|
|
|
|
|
|
|
|
|
|
|
| on
sale of assets |
|
|
|
|
|
|
|
|
|
|
|
22.1 |
|
| Discontinued
operations, |
|
|
|
|
|
|
|
|
|
|
|
|
|
| net
of income tax |
|
|
|
|
|
|
|
|
|
|
|
6.5 |
|
 |
 |
| Net
income |
|
|
|
|
|
|
|
|
|
|
$ |
126.5 |
|
 |
 |
| Total
assets from |
|
|
|
|
|
|
|
|
|
|
|
|
|
| continuing
operations |
$ |
2,809.4 |
|
|
$ |
466.4 |
|
$ |
153.9 |
|
$ |
3,429.7 |
|
 |
 |
 |
| Net
assets of |
|
|
|
|
|
|
|
|
|
|
|
|
|
| discontinued
operations |
|
|
|
|
|
|
|
|
|
|
|
197.6 |
|
 |
 |
| Total
assets |
|
|
|
|
|
|
|
|
|
|
$ |
3,627.3 |
|
 |
 |
| Expenditures
for long-lived assets |
$ |
391.6 |
|
|
$ |
532.8 |
|
$ |
|
|
$ |
924.4 |
|
 |
 |
Note
13Subsequent Events
As of December 31, 2000, our portfolio of rental properties in Phoenix
(exclusive of one property) and three parcels of land were under
contracts for sale for purchase prices of $97.9 million and $5.3
million, respectively. The sale of the Phoenix portfolio closed
on February 15, 2001, producing net proceeds of $85.2 million that
will be used to fund development projects and meet other corporate
needs. We recognized a gain of $2.7 million, net of tax of $1.7
million. We also repaid a $ 7.3 million mortgage on one of the properties
sold.
|
 |
|