SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
----- EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2002 or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
------- EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission File Number 1-9997
KOGER EQUITY, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 59-2898045
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
433 PLAZA REAL, SUITE 335
BOCA RATON, FLORIDA 33432
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (561) 395-9666
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 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at April 30, 2002
Common Stock, $.01 par value 21,238,019 shares
1
KOGER EQUITY, INC. AND SUBSIDIARIES
INDEX
PAGE NO.
PART I. FINANCIAL INFORMATION
Independent Accountants' Report.............................. 3
Item 1. Financial Statements (Unaudited):
Condensed Consolidated Balance Sheets--
March 31, 2002 and December 31, 2001......................... 4
Condensed Consolidated Statements of Operations
for the Three Months Ended
March 31, 2002 and 2001...................................... 5
Condensed Consolidated Statement of Changes in
Shareholders' Equity for the Three Months
Ended March 31, 2002 ........................................ 6
Condensed Consolidated Statements of Cash Flows
for the Three Months Ended March 31, 2002 and 2001........... 7
Notes to Condensed Consolidated Financial
Statements for the Three Months
Ended March 31, 2002 and 2001................................ 8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................... 11
Item 3. Quantitative and Qualitative Disclosures About Market Risk.... 14
PART II. OTHER INFORMATION
Item 1. Legal Proceedings............................................ 15
Item 5. Other Information............................................ 15
Item 6. Exhibits and Reports on Form 8-K............................. 17
Signatures............................................................ 18
2
INDEPENDENT ACCOUNTANTS' REPORT
To the Board of Directors and Shareholders of
Koger Equity, Inc.
Boca Raton, Florida
We have reviewed the accompanying condensed consolidated balance sheet of Koger
Equity, Inc. and subsidiaries (the "Company") as of March 31, 2002, and the
related condensed consolidated statements of operations for the three-month
periods ended March 31, 2002 and 2001, the condensed consolidated statement of
changes in shareholders' equity for the three-month period ended March 31, 2002
and the condensed consolidated statements of cash flows for the three-month
periods ended March 31, 2002 and 2001. These financial statements are the
responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and of making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States of America, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to such condensed consolidated financial statements for them to be in
conformity with accounting principles generally accepted in the United States of
America.
We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet of the
Company as of December 31, 2001, and the related consolidated statements of
operations, changes in shareholders' equity, and cash flows for the year then
ended (not presented herein); and in our report dated February 22, 2002, we
expressed an unqualified opinion on those consolidated financial statements. In
our opinion, the information set forth in the accompanying condensed
consolidated balance sheet as of December 31, 2001 is fairly stated, in all
material respects, in relation to the consolidated balance sheet from which it
has been derived.
DELOITTE & TOUCHE LLP
Certified Public Accountants
West Palm Beach, Florida
April 26, 2002
3
KOGER EQUITY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited - See Independent Accountants' Report)
(In thousands, except share data)
March 31, December 31,
2002 2001
--------- -------------
ASSETS
Real Estate Investments:
Operating properties:
Land $ 110,084 $ 91,919
Buildings 670,895 568,285
Furniture and equipment 2,933 3,082
Accumulated depreciation (129,617) (123,999)
------------- -------------
Operating properties, net 654,295 539,287
Undeveloped land held for investment 13,779 13,779
Undeveloped land held for sale, net of allowance 76 76
Cash and cash equivalents 16,461 113,370
Accounts receivable, net of allowance for
uncollectible accounts of $1,099 and $1,114 10,441 11,574
Cost in excess of fair value of net assets acquired,
net of accumulated amortization of $683 and $683 595 595
Other assets 11,722 11,904
------------- -------------
TOTAL ASSETS $ 707,369 $ 690,585
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Mortgages and loans payable $ 327,415 $ 248,683
Accounts payable 2,046 4,962
Accrued real estate taxes payable 3,273 1,007
Other accrued liabilities 8,607 9,206
Dividends payable 7,433 44,159
Advance rents and security deposits 4,876 5,103
------------- -------------
Total Liabilities 353,650 313,120
------------- -------------
Minority interest -- 22,923
------------- -------------
Commitments and contingencies
Shareholders' equity:
Preferred stock, $.01 par value; 50,000,000 shares
authorized; no shares issued -- --
Common stock, $.01 par value; 100,000,000 shares
authorized; 29,766,412 and 29,663,362 shares
issued; 21,235,908 and 21,128,905 shares outstanding 298 297
Capital in excess of par value 471,205 469,779
Notes receivable from stock sales (5,066) (5,066)
Retained earnings 18,898 21,180
Treasury stock, at cost (131,616) (131,648)
-------------- -------------
Total Shareholders' Equity 353,719 354,542
------------- -------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 707,369 $ 690,585
============= =============
See notes to unaudited condensed consolidated financial statements.
4
KOGER EQUITY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited - See Independent Accountants' Report)
(In thousands, except per share data)
Three Months
Ended March 31,
------------------------------
2002 2001
---- ----
REVENUES
Rental and other rental services $ 30,595 $ 41,591
Management fees 788 1,094
Interest 145 247
Other 3 81
------------ ------------
Total revenues 31,531 43,013
------------ ------------
EXPENSES
Property operations 10,459 15,392
Depreciation and amortization 6,522 8,721
Mortgage and loan interest, including amortization
of deferred loan costs of $289 and $226 5,795 6,862
General and administrative 2,510 2,039
Direct cost of management fees 1,011 915
Other 32 52
------------ ------------
Total expenses 26,329 33,981
------------ ------------
INCOME BEFORE GAIN (LOSS) ON SALE OR DISPOSITION OF
ASSETS, INCOME TAXES AND MINORITY INTEREST 5,202 9,032
Gain (loss) on sale or disposition of assets 1 (3)
------------ -------------
INCOME BEFORE INCOME TAXES AND MINORITY INTEREST 5,203 9,029
Income taxes 32 40
------------ ------------
INCOME BEFORE MINORITY INTEREST 5,171 8,989
Minority interest 20 364
------------ ------------
NET INCOME $ 5,151 $ 8,625
============ ============
EARNINGS PER SHARE:
Basic $ 0.24 $ 0.32
============ ============
Diluted $ 0.24 $ 0.32
============ ============
WEIGHTED AVERAGE SHARES:
Basic 21,159 26,825
============ ============
Diluted 21,350 26,883
============ ============
See notes to unaudited condensed consolidated financial statements.
5
KOGER EQUITY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN
SHAREHOLDERS' EQUITY
(Unaudited - See Independent Accountants' Report)
(In thousands)
Notes
Common Stock Capital in Receivable Total
Shares Par Excess of from Stock Retained Treasury Shareholders'
Issued Value Par Value Sales Earnings Stock Equity
------ ----- --------- ----------- -------- ---------- ------
Balance, December 31, 2001 29,663 $297 $469,779 $(5,066) $21,180 $(131,648) $354,542
Common stock sold 34 32 66
Options exercised 103 1 1,392 1,393
Dividends declared (7,433) (7,433)
Net Income 5,151 5,151
------- ------ ---------- -------- -------- ---------- ----------
Balance, March 31, 2002 29,766 $298 $471,205 $(5,066) $18,898 $(131,616) $353,719
======= ====== ========== ========= ======== =========== ==========
See notes to unaudited condensed consolidated financial statements.
6
KOGER EQUITY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited - See Independent Accountants' Report)
(In thousands)
Three Months
Ended March 31,
--------------------------
2002 2001
---- ----
OPERATING ACTIVITIES
Net income $ 5,151 $ 8,625
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 6,522 8,721
Amortization of deferred loan costs 289 226
Income from Koger Realty Services, Inc. -- (81)
Provision for uncollectible accounts 84 423
Minority interest 20 364
(Gain) loss on sale or disposition of assets (1) 3
Changes in assets and liabilities:
(Increase) decrease in receivables and other assets 611 (528)
Decrease in accounts payable, accrued liabilities
and other liabilities (1,476) (2,398)
----------- ------------
Net cash provided by operating activities 11,200 15,355
---------- -----------
INVESTING ACTIVITIES
Property acquisitions (125,346) --
Building construction expenditures -- (1,492)
Tenant improvements to first generation space (178) (1,645)
Tenant improvements to existing properties (906) (1,506)
Building improvements (965) (676)
Deferred tenant costs (113) (371)
(Additions to) disposals of furniture and equipment 149 (24)
Cash acquired in purchase of assets from KRSI -- 2,535
Purchase of limited partner interests in Koger-Vanguard Partnership, L.P. (16,465) --
Proceeds from sale of assets 1 3
---------- -----------
Net cash used in investing activities (143,823) (3,176)
----------- ------------
FINANCING ACTIVITIES
Collection of notes receivable from stock sales -- 172
Proceeds from exercise of stock options 1,393 166
Proceeds from sales of common stock 66 84
Proceeds from mortgages and loans 80,000 12,500
Dividends paid (44,159) (9,390)
Distributions paid to limited partners (398) (312)
Principal payments on mortgages and loans payable (1,268) (11,680)
Financing costs 80 --
---------- -----------
Net cash provided by (used in) financing activities 35,714 (8,460)
---------- -----------
Net increase (decrease) in cash and cash equivalents (96,909) 3,719
Cash and cash equivalents - beginning of period 113,370 1,615
---------- -----------
Cash and cash equivalents - end of period $ 16,461 $ 5,334
========== ===========
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the period for interest, net of amount capitalized $ 5,203 $ 6,690
========== ===========
Cash paid during the period for income taxes $ 426 $ --
========== ===========
See notes to unaudited condensed consolidated financial statements.
7
KOGER EQUITY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS
ENDED MARCH 31, 2002 AND 2001
(Unaudited - See Independent Accountants' Report)
1. BASIS OF PRESENTATION. The condensed consolidated financial statements
include the accounts of Koger Equity, Inc. and its wholly-owned subsidiaries
(the "Company"). All material intercompany transactions and accounts have been
eliminated in consolidation. The financial statements have been prepared in
accordance with the rules and regulations of the Securities and Exchange
Commission related to interim financial statements.
During January 2002, the Company acquired all of the limited partnership units
in Koger-Vanguard Partners, L.P., a Delaware limited partnership, (the
"Partnership") for approximately $16.5 million. These partnership units were
convertible into 999,710 shares of the Company's common stock. The Company
previously consolidated the Partnership with an associated minority interest.
The acquisition of this minority interest was recorded using the purchase method
of accounting. As a result, the excess of the fair value of the acquired net
assets over the purchase price (approximately $6.2 million) was recorded as a
reduction in the bases of the acquired fixed assets.
During January 2001, Koger Equity, Inc. organized KRSI Merger, Inc., a Florida
corporation, as a wholly owned taxable subsidiary. Effective February 1, 2001,
Koger Realty Services, Inc. ("KRSI"), a Delaware corporation, was merged into
this new subsidiary (the "Merger"). Pursuant to the Merger, the common stock of
KRSI was repurchased at the formula price set forth in KRSI's Articles of
Incorporation. Subsequent to the Merger, the name of the new Florida subsidiary
was changed to Koger Realty Services, Inc. This merger was accounted for using
the purchase method of accounting resulting in a reduction in the cost basis of
assets of approximately $143,000. Prior to the Merger, the Company accounted for
its investment in the preferred stock of KRSI using the equity method.
The financial statements should be read in conjunction with the consolidated
financial statements and notes thereto for the year ended December 31, 2001,
included in the Company's Form 10-K Annual Report for the year ended December
31, 2001. The accompanying balance sheet at December 31, 2001, has been derived
from the audited financial statements at that date and is condensed.
All adjustments of a normal recurring nature which, in the opinion of
management, are necessary to present a fair statement of the results for the
interim periods have been made. Certain prior year amounts have been
reclassified in order to conform to current year presentation. Results of
operations for the three months ended March 31, 2002, are not necessarily
indicative of the results to be expected for the full year.
On July 20, 2001, the Financial Accounting Standards Board (the "FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 141, "Business
Combinations", and SFAS No. 142, "Goodwill and Other Intangible Assets." These
Statements make significant changes to the accounting for business combinations,
goodwill, and intangible assets. SFAS No. 141 eliminates the
pooling-of-interests method of accounting for business combinations with limited
exceptions for combinations initiated prior to July 1, 2001. In addition, it
further clarifies the criteria for recognition of intangible assets separately
from goodwill. This statement is effective for business combinations completed
after June 30, 2001. The Company's adoption of SFAS No. 141 has not had a
material impact on its condensed consolidated financial statements.
SFAS No. 142 discontinues the practice of amortizing goodwill and indefinite
lived intangible assets and initiates an annual review for impairment.
Impairment would be examined more frequently if certain indicators are
encountered. Intangible assets with a determinable useful life will continue to
be amortized over that period. The amortization provisions apply to goodwill and
intangible assets acquired after September 30, 2001. SFAS No. 142 is effective
for
8
fiscal years beginning after December 15, 2001. The Company adopted the
Statement effective January 1, 2002. The Company's adoption of SFAS No. 142 has
not had a material impact on its condensed consolidated financial statements.
In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." SFAS No. 143 requires entities to record the fair value of a
liability for an asset retirement obligation in the period in which it is
incurred and requires that the amount recorded as a liability be capitalized by
increasing the carrying amount of the related long-lived asset. Subsequent to
initial measurement, the liability is accreted to the ultimate amount
anticipated to be paid, and is also adjusted for revision to the timing or
amount of estimated cash flows. The capitalized cost is depreciated over the
useful life of the related asset. Upon settlement of the liability, an entity
either settles the obligation for its recorded amount or incurs a gain or loss
upon settlement. SFAS No. 143 is required to be adopted for fiscal years
beginning after June 15, 2002, with earlier application encouraged. The Company
is currently assessing but has not yet determined the impact of SFAS No. 143 on
its financial position and results of operations.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." This statement supersedes SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of." SFAS No. 144 retains the fundamental provisions of SFAS No. 121
for (a) recognition and measurement of the impairment of long-lived assets to be
held and used and (b) measurement of long-lived assets to be disposed of by
sale. SFAS No. 144 is effective for fiscal years beginning after December 15,
2001. The Company adopted the Statement effective January 1, 2002. The Company's
adoption of SFAS No. 144 has not had a material impact on its condensed
consolidated financial statements, but will require future sales of commercial
real estate properties to be presented as discontinued operations.
2. ORGANIZATION. Koger Equity, Inc. ("KE"), a Florida corporation, was
incorporated in 1988 to own and manage commercial office buildings and other
income-producing properties. KE is a self-administered and self-managed real
estate investment trust (a "REIT") and its common stock is listed on the New
York Stock Exchange under the ticker symbol "KE." As of March 31, 2002, KE owned
and managed 121 office buildings located primarily in 12 suburban office parks
in eight cities in the Southeastern United States of America.
In addition to managing its own properties, the Company provides property
management services to AP-Knight LP, an affiliate of Apollo Real Estate
Advisors, LP, and asset management services to Crocker Realty Trust, both
related parties. As of March 31, 2002, the Company managed 75 office buildings
and one retail property for AP-Knight LP.
3. FEDERAL INCOME TAXES. KE is qualified and has elected tax treatment as a
REIT under the Internal Revenue Code. A corporate REIT is a legal entity that
holds real estate, and through distributions to shareholders, is permitted to
reduce or avoid the payment of federal income taxes at the corporate level. To
maintain qualification as a REIT, in addition to certain other requirements, KE
must distribute to shareholders at least 90 percent of REIT taxable income. To
the extent that KE pays dividends equal to 100 percent of REIT taxable income,
the earnings of KE are taxed at the shareholder level. KE has a net operating
loss carryforward of approximately $95,000, which may be used to reduce REIT
taxable income. However, the use of net operating loss carryforwards is limited
for alternative minimum tax purposes.
Although KRSI is consolidated with KE for financial reporting purposes, this
entity is subject to federal income tax and files separate federal and state
income tax returns. KRSI has recorded a provision of $32,000 for federal income
tax for the quarter ended March 31, 2002.
4. STATEMENTS OF CASH FLOWS. Cash in excess of daily requirements is
invested in short-term monetary securities. Such temporary cash investments have
an original maturity date of less than three months and are deemed to be cash
equivalents for purposes of the statements of cash flows.
9
During January 2002, the Company acquired all of the limited partnership units
in Koger-Vanguard Partners, L.P., a Delaware limited partnership, for
approximately $16.5 million. These partnership units were convertible into
999,710 shares of the Company's common stock.
On January 31, 2002, the Company acquired a 31-story office building, containing
approximately 805,000 rentable square feet for $125.0 million and other
transaction costs. This property is located in Atlanta, Georgia. The purchase of
the property was funded with cash and by an $80 million draw from the Company's
secured revolving credit facility. As of March 31, 2002, approximately 57% of
the property's rentable space was leased. The Company expects to lease the
property's vacant space over the next three years.
During the three months ended March 31, 2001, the Company received 54,018 shares
of its common stock as settlement of $836,000 of notes receivables from former
employees. Pursuant to the Merger, the Company acquired the net assets of KRSI
in exchange for its preferred stock in KRSI. The net assets of KRSI acquired
consisted of (i) cash in the amount of $2,535,000, (ii) other assets with a fair
value of $1,016,000 and (iii) liabilities assumed with a fair value of $937,000.
5. EARNINGS PER COMMON SHARE. Basic earnings per common share has been
computed based on the weighted average number of shares of common stock
outstanding for each period. Diluted earnings per common share is similar to
basic earnings per share except that the weighted average number of common
shares outstanding is increased to include the number of additional common
shares that would have been outstanding if the dilutive common shares (options)
had been issued. The treasury stock method is used to calculate dilutive shares
which reduces the gross number of dilutive shares by the number of shares
purchasable from the proceeds of the options assumed to be exercised.
6. MORTGAGES AND LOANS PAYABLE. At March 31, 2002, the Company had
$327,415,000 of loans outstanding, which are collateralized by mortgages on
certain operating properties. Annual maturities for mortgages and loans payable
are summarized as follows (in thousands):
Year Ending December 31,
2002 $ 11,434
2003 5,200
2004 85,629
2005 6,110
2006 23,704
Subsequent Years 195,338
-----------
Total $ 327,415
===========
7. DIVIDENDS. The Company paid a quarterly dividend of $0.35 per share on
February 7, 2002, to shareholders of record on December 31, 2001. During the
quarter ended March 31, 2002, the Company's Board of Directors declared a
quarterly dividend of $0.35 per share payable on May 2, 2002 to shareholders of
record on March 31, 2002. The Company currently expects that all dividends paid
for 2002 will be treated as ordinary income to the recipient for income tax
purposes.
8. SEGMENT REPORTING. The Company operates in one business segment, real
estate. The Company's primary business is the ownership, development, and
operation of income-producing office properties. Management operates each
property as an individual operating segment and has aggregated these operating
segments into a single
10
segment for financial reporting purposes due to the fact that all of the
individual operating segments have similar economic characteristics. All of the
Company's operations are located in the Southeastern United States.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion should be read in conjunction with the condensed
consolidated financial statements and related notes appearing elsewhere in this
Form 10-Q, and the Management's Discussion and Analysis of Financial Condition
and Results of Operations included in the Company's Annual Report on Form 10-K
for the period ended December 31, 2001.
In December 2001, the Company sold ten properties comprising 75 suburban office
buildings and one retail center to AP-Knight LP. The results of these properties
are included in the operating results of the Company for the period ending March
31, 2001. As a result, certain of the Company's current operating results, as
compared to the prior year, have been affected by the sale of these assets.
During January 2002, the Company acquired the 999,710 limited partnership units
in Koger-Vanguard Partners, L.P., a Delaware limited partnership, for
approximately $16.5 million. These partnership units were convertible into
999,710 shares of the Company's common stock.
On January 31, 2002, the Company acquired Three Ravinia Drive, an 805,972 square
foot office building located in Atlanta, Georgia, for approximately $125.0
million and other transaction costs. As of March 31, 2002, approximately 57% of
the property's rentable space was leased. The Company expects to lease the
property's vacant space over the next three years. The results of the
Koger-Vanguard Partners, L.P. and Three Ravinia Drive acquisitions have been
included in the Company's operating results for the period ending March 31, 2002
from their respective acquisition dates.
RESULTS OF OPERATIONS.
Rental and other rental services revenues totaled $30,595,000 for the quarter
ended March 31, 2002, compared to $41,591,000 for the quarter ended March 31,
2001. This decrease resulted primarily from the sale of assets described above.
The effect of this decrease was partially offset by an increase in rental
revenues ($782,000) from two buildings constructed by the Company in 2001 and
two months of revenues ($2,206,000) from the Three Ravinia Drive property. At
March 31, 2002, the Company's buildings were on average 87 percent leased with
an average rental rate of $16.82 per rentable square foot. Excluding Three
Ravinia Drive, which was in its lease-up period at March 31, 2002, the remainder
of the Company's buildings were on average 90 percent leased. At March 31, 2001,
the Company's buildings were on average 89 percent leased with an average rental
rate of $16.22 per rentable square foot.
Management fee revenues totaled $788,000 for the quarter ended March 31, 2002,
compared to $1,094,000 for the quarter ended March 31, 2001. This decrease was
due primarily to the loss of fees from one management agreement that was
terminated in 2001. This loss of fees was partially offset by fees received from
AP-Knight LP under a property management agreement that began in December 2001.
Interest revenues decreased $102,000 for the quarter ended March 31, 2002,
compared to the same period last year, primarily due to a decrease in interest
earned from loans to certain current and former employees and lower effective
interest rates on the Company's average invested cash balance.
Property operations expense includes such charges as utilities, real estate
taxes, janitorial, maintenance, property insurance, provision for uncollectible
rents and management costs. The amount of property operations expense and its
percentage of total rental revenues for the applicable periods are as follows:
Percent of
Rental and Other
Period Amount Rental Services
----------------------------- -------------- ---------------
March 31, 2002 - Quarter $ 10,459,000 34.2%
March 31, 2001 - Quarter $ 15,392,000 37.0%
11
Depreciation expense has been calculated on the straight-line method based upon
the useful lives of the Company's depreciable assets, generally 3 to 40 years.
Depreciation expense decreased $2,012,000 for the three months ended March 31,
2002, compared to the same period last year, due to the Company's disposition of
75 office buildings and one retail property in December 2001. Amortization
expense decreased $187,000 for the three months ended March 31, 2002, compared
to the same period last year, due primarily to a decline in the Company's
expenditures for deferred tenant costs and the Company's adoption of SFAS No.
142 effective January 1, 2002. SFAS No. 142 discontinues the practice of
amortizing goodwill.
For the three months ended March 31, 2002, interest expense decreased due to the
Company's payment of approximately $90 million in revolving debt in December
2001. This decrease in interest expense was partially offset by the Company's
$80 million draw on its secured revolving credit facility for the purchase of an
office building in Atlanta, Georgia on January 31, 2002. At March 31, 2002 and
2001, the weighted average interest rate on the Company's outstanding debt was
approximately 7.00 percent and 7.65 percent, respectively.
General and administrative expenses for the three months ended March 31, 2002
and 2001, totaled $2,510,000 and $2,039,000, respectively. During the quarter
ended March 31, 2002, the Company incurred $435,000 of compensation expense
related to special distributions that are probable of being paid under the terms
of certain stock option agreements.
Direct costs of management contracts increased $96,000 for the three months
ended March 31, 2002, compared to the same period last year, due to property
management services provided to AP-Knight LP beginning in December 2001.
Net income totaled $5,151,000 for the quarter ended March 31, 2002, compared to
net income of $8,625,000 for the corresponding period in 2001. This decrease
resulted primarily from the sale of assets described above.
LIQUIDITY AND CAPITAL RESOURCES.
Operating Activities-- During the three months ended March 31, 2002, the
Company generated approximately $11.2 million in net cash from operating
activities. The Company's primary internal sources of cash are (i) the
collection of rents from buildings owned by the Company and (ii) the receipt of
management fees paid to the Company in respect of properties managed on behalf
of AP-Knight LP and Crocker Realty Trust. As a REIT for Federal income tax
purposes, the Company is required to pay out annually, as dividends, at least 90
percent of its REIT taxable income (which, due to non-cash charges, including
depreciation and net operating loss carryforwards, may be substantially less
than cash flow). In the past, the Company has paid out dividends in amounts at
least equal to its REIT taxable income. The Company believes that its cash
provided by operating activities will be sufficient to cover debt service
payments and to pay the dividends required to maintain REIT status through 2002.
The level of cash flow generated by rents depends primarily on the occupancy
rates of the Company's buildings and changes in rental rates on new and renewed
leases and under escalation provisions in existing leases. At March 31, 2002,
leases representing approximately 15.4 percent of the gross annualized rent from
the Company's properties, without regard to the exercise of options to renew,
were due to expire during the remainder of 2002. These scheduled expirations
represent 241 leases for space in buildings located in 14 of the 15 centers or
locations in which the Company owns buildings. Certain of these tenants may not
renew their leases or may reduce their demand for space. During the three months
ended March 31, 2002, leases were renewed on approximately 77 percent of the
Company's rentable square feet that were scheduled to expire during the three
month period. For those leases which renewed during the
12
three months ended March 31, 2002, the average rental rate per rentable square
foot increased from $17.58 to $18.33. However, current market conditions in
certain markets may require that rental rates at which leases are renewed or at
which vacated space is leased be lower than rental rates under existing leases.
Based upon the amount of leases that will expire during 2002 and the competition
for tenants in the markets in which the Company operates, the Company has and
expects to continue to offer incentives to certain new and renewal tenants.
These incentives may include the payment of tenant improvement costs and, in
certain markets, reduced rents during initial lease periods.
The Company has benefited from existing economic conditions and stable vacancy
levels for office buildings in many of the metropolitan areas in which the
Company owns buildings. The Company believes that the Southeastern United States
provides significant economic growth potential due to its diverse regional
economies, expanding metropolitan areas, skilled work force and moderate labor
costs. However, the Company cannot predict whether such economic growth will
continue and the Company is currently experiencing slower growth in the markets
in which it owns buildings. Cash flow from operations could be reduced if a
weakened economy resulted in lower occupancy rates and lower rental income for
the Company's buildings.
Governmental tenants (including the State of Florida and the United States
Government) which account for approximately 25.5 percent of the Company's leased
space at March 31, 2002, may be subject to budget reductions in times of
recession and governmental austerity measures. Consequently, there can be no
assurance that governmental appropriations for rents may not be reduced.
Additionally, certain of the private sector tenants that have contributed to the
Company's rent stream may reduce their current demands, or curtail their future
need, for additional office space.
Investing Activities-- During January 2002, the Company acquired all of the
limited partnership units in Koger-Vanguard Partners, L.P., a Delaware limited
partnership, for approximately $16.5 million. These partnership units were
convertible into 999,710 shares of the Company's common stock.
On January 31, 2002, the Company acquired Three Ravinia Drive, an 804,756 square
foot office building located in Atlanta, Georgia, for approximately $125.0
million and other transaction costs. The Company preliminarily allocated
approximately $18.8 million and $106.5 million of the net purchase price to
value of the acquired land and building, respectively. As of March 31, 2002,
approximately 57% of the property's rentable space was leased. The Company
expects to lease the property's vacant space over the next three years.
At March 31, 2002, substantially all of the Company's invested assets were in
real properties. Improvements to the Company's existing properties have been
financed through internal operations. During the three months ended March 31,
2002, the Company's expenditures for improvements to existing properties
decreased $1,778,000 from the corresponding period of the prior year. This
decrease was due to the reduction in expenditures for tenant improvements
primarily caused by the sale of 75 office buildings and one retail property in
2001.
Financing Activities-- The Company has a $125 million secured revolving
credit facility ($80 million of which had been borrowed on March 31, 2002)
provided by Fleet National Bank and other lenders. At March 31, 2002, the
Company had one office building, containing approximately 805,000 rentable
square feet, which was unencumbered. Loan maturities and normal amortization of
mortgages and loans payable are expected to total approximately $11.4 million
during calendar year 2002.
The foregoing discussion contains forward-looking statements concerning 2002.
The actual results of operations for 2002 could differ materially from those
projected because of factors affecting the financial markets, reactions of the
Company's existing and prospective investors, the ability of the Company to
identify and execute development projects and acquisition opportunities, the
ability of the Company to renew and enter into new leases on favorable terms,
and other risk factors. See Item 7. "Management's Discussion and Analysis of
Financial Condition and Results of Operations - - Cautionary Statement Relevant
to Forward-Looking Information for Purpose of the `Safe Harbor' Provisions of
the
13
Private Securities Litigation Reform Act of 1995" in the Company's Annual
Report on Form 10-K for the Fiscal Year Ended December 31, 2001.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk. The Company currently has a $125 million secured
revolving credit facility with a variable interest rate. The Company may incur
additional variable rate debt in the future to meet its financing needs.
Increases in interest rates on such debt could increase the Company's interest
expense, which would adversely affect the Company's cash flow and its ability to
pay dividends to its shareholders. The Company has not entered into any interest
rate hedge contracts in order to mitigate the interest rate risk with respect to
the secured revolving credit facility. As of March 31, 2002, the Company had
borrowed $80 million under the secured revolving credit facility. If the
weighted average interest rate on this variable rate debt were 100 basis points
higher or lower, annual interest expense would be increased or decreased by
approximately $800,000.
14
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 5. Other Information
(a) The following table sets forth, with respect to each Koger Center or
location at March 31, 2002, gross square feet, rentable square feet,
percentage leased, and the average annual rent per rentable square foot
leased.
Average
Annual
Gross Rentable Rent Per
Square Square Percent Square
Koger Center/Location Feet Feet Leased(1) Foot (2)
--------------------- ---------- ---------- -------- ---------
Atlanta Chamblee 1,199,800 1,116,425 91% $18.12
Atlanta Gwinnett 274,400 262,180 76% 19.29
Atlanta Perimeter 184,000 176,503 93% 20.79
Atlanta Three Ravinia (3) 845,000(4) 804,756(4) 57% 16.99
Charlotte University 190,600 182,852 96% 18.08
Charlotte Vanguard 548,200 525,732 85% 15.97
Jacksonville Baymeadows 793,400 749,790 98% 14.70
Jacksonville JTB 436,000 416,773 100% 13.03
Memphis Germantown 562,600 527,180 86% 18.43
Orlando Central 699,700 616,905 97% 15.75
Orlando Lake Mary 318,000 303,481 97% 20.29
Orlando University 405,200 380,117 86% 18.17
Richmond Paragon 154,300 145,008 100% 18.20
St. Petersburg 715,500 669,807 86% 15.93
Tallahassee 960,300 833,372 81% 17.79
-------------- ---------------
Total 8,287,000 7,710,881
=========== ============
Weighted Average - Total Company 87% $16.82
====== ======
Weighted Average - Operational Buildings 90% $16.81
====== ======
Weighted Average - Building in Lease-up 57% $16.99
====== ======
(1) The percent leased rates have been calculated by dividing total rentable
square feet leased in an office building by rentable square feet in such
building.
(2) Rental rates are computed by dividing (a) total annualized base rents
(which excludes expense pass-through and reimbursements) for a Koger Center
or location as of March 31, 2002 by (b) the rentable square feet applicable
to such total annualized rents.
(3) Currently in a lease-up period. The Company considers an acquired building
to be in a lease-up period until the earlier of 85% occupancy or 18 months.
(4) An engineering survey of the newly acquired property is ongoing. Square
footage amounts represent the Company's best current estimates.
15
(b) The following schedule sets forth for all of the Company's buildings (i)
the number of leases which will expire during the remainder of calendar
year 2002, calendar years 2003 through 2010, and years subsequent to 2010,
(ii) the total rentable area in square feet covered by such leases, (iii)
the percentage of total rentable square feet represented by such leases,
(iv) the average annual rent per square foot for such leases, (v) the
current annualized base rents represented by such leases, and (vi) the
percentage of gross annualized base rents contributed by such leases. This
information is based on the buildings owned by the Company on March 31,
2002 and on the terms of leases in effect as of March 31, 2002, on the
basis of then existing base rentals, and without regard to the exercise of
options to renew. Furthermore, the information below does not reflect that
some leases have provisions for early termination for various reasons,
including, in the case of government entities, lack of budget
appropriations. Leases were renewed on approximately 77 percent of the
Company's rentable square feet which were scheduled to expire during the
three months ended March 31, 2002.
Percentage of Average Percentage
Total Square Annual Rent Total of Total
Number of Number of Feet Leased per Square Annualized Annual Rents
Leases Square Feet Represented by Foot Under Rents Under Represented by
Period Expiring Expiring Expiring Leases Expiring Leases Expiring Leases Expiring Leases
------ --------------- ------------ --------------- --------------- --------------- ---------------
2002 241 1,004,157 15.1% $17.21 $ 17,284,478 15.4%
2003 224 1,407,817 21.1% 15.70 22,107,440 19.7%
2004 201 943,501 14.2% 16.77 15,821,609 14.1%
2005 109 622,961 9.3% 17.87 11,133,337 9.9%
2006 74 598,209 9.0% 18.04 10,789,725 9.6%
2007 27 611,355 9.2% 16.57 10,129,928 9.1%
2008 19 422,108 6.3% 18.20 7,684,318 6.9%
2009 21 459,243 6.9% 18.28 8,394,254 7.5%
2010 3 116,495 1.7% 17.19 2,002,539 1.8%
Other 10 478,360 7.2% 14.12 6,752,810 6.0%
------- ----------- -------- --------------- --------
Total 929 6,664,206 100.0% $16.82 $112,100,438 100.0%
======= =========== ======== ======== =============== ========
(c) The Company believes that Funds from Operations is one measure of the
performance of an equity real estate investment trust. Funds from
Operations should not be considered as an alternative to net income as
an indication of the Company's financial performance or to cash flow
from operating activities (determined in accordance with accounting
principles generally accepted in the United States of America) as a
measure of the Company's liquidity, nor is it necessarily indicative of
sufficient cash flow to fund all of the Company's needs. Funds from
Operations is calculated as follows (in thousands):
Three Months
Ended March 31,
2002 2001
----------------------------
Net Income $ 5,151 $ 8,625
Depreciation - real estate 6,042 8,045
Amortization - deferred tenant costs 364 509
Amortization - goodwill -- 42
Minority interest 20 364
(Gain) loss on sale of furniture and equipment (1) 3
----------- ------------
Funds from Operations $11,576 $17,588
=========== ============
16
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Number Description
------ ------------
11 Earnings Per Share Computations.
15 Letter re: Unaudited interim financial information.
(b) Reports on Form 8-K
On January 11, 2002, the Company filed a Form 8-K (dated January 8, 2002)
reporting under Item 9, Regulation FD Disclosure, the announcement of a contract
to purchase the Three Ravinia Drive property in Atlanta, Georgia, and announcing
a new $125 million revolving credit facility, providing under Item 7, Financial
Statements and Exhibits, the Koger Equity, Inc. News Releases, dated January 8,
2002, respectively.
On January 11, 2002, the Company filed a Form 8-K (dated January 4, 2002)
reporting under Item 9, Regulation FD Disclosure, the announcement of the
acquisition of limited partnership interests in Koger-Vanguard Partners, L.P.,
and providing under Item 7, Financial Statements and Exhibits, the Koger Equity,
Inc. News Release, dated January 4, 2002.
On February 11, 2002, the Company filed a Form 8-K (dated January 31, 2002)
reporting under Item 2, Acquisition or Disposition of Assets, the acquisition of
the Three Ravinia Drive property in Atlanta, Georgia, and providing under Item
7, Financial Statements and Exhibits, the Koger Equity, Inc. News Release, dated
January 8, 2002, incorporated by reference.
On February 12, 2002, the Company filed a Form 8-K (dated February 8, 2002)
reporting under Item 9, Regulation FD Disclosure, the announcement of the tax
treatment for the Company's 2001 dividends, and providing under Item 7,
Financial Statements and Exhibits, the Koger Equity, Inc. News Release, dated
February 8, 2002.
On February 13, 2002, the Company filed a Form 8-K (dated February 12, 2002)
reporting under Item 9, Regulation FD Disclosure, the announcement of the
acquisition of the Three Ravinia Drive property in Atlanta, Georgia, and
providing under Item 7, Financial Statements and Exhibits, the Koger Equity,
Inc. News Release, dated February 12, 2002.
On February 27, 2002, the Company filed a Form 8-K (dated February 21, 2002)
reporting under Item 9, Regulation FD Disclosure, the announcement of its
results for the fourth quarter and year ended December 31, 2001, and related
supplemental information, dated December 31, 2001, and the announcement of a
quarterly dividend, and providing under Item 7, Financial Statements and
Exhibits, the Koger Equity, Inc. News Releases, dated February 21, 2002,
respectively.
On February 28, 2002, the Company filed a Form 8-K (dated December 28, 2001)
reporting under Item 5, Other Events, loan documents related to revolving credit
facility with Fleet National Bank, and providing under Item 7, Financial
Statements and Exhibits, exhibits relating to the revolving credit facility.
On March 15, 2002, the Company filed a Form 8-K (dated January 4, 2002)
reporting under Item 5, Other Events, documents related to acquisition of
limited partnership interests in Koger-Vanguard Partners, L.P., and providing
under Item 7, Financial Statements and Exhibits, exhibits relating to the
acquisition.
On March 21, 2002, the Company filed a Form 8-K (dated December 6, 2001)
reporting under Item 5, Other Events, loan documents related to master loan
agreement with The Northwestern Mutual Life Insurance Company, and providing
under Item 7, Financial Statements and Exhibits, exhibits relating to the
Northwestern Mutual Life Insurance Company loan.
17
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.
KOGER EQUITY, INC.
Registrant
Dated: May 14, 2002 /s/ Robert E. Onisko
----------------------
Robert E. Onisko
Chief Financial Officer
18
EXHIBIT 11
EARNINGS PER SHARE COMPUTATIONS
(In Thousands Except Per Share Data)
Three Months
Ended March 31,
2002 2001
---------- ---------
EARNINGS PER COMMON AND DILUTIVE
POTENTIAL COMMON SHARE:
Net Income $ 5,151 $ 8,625
========== ==========
Shares:
Weighted average number of common
shares outstanding - Basic 21,159 26,825
========== ==========
EARNINGS PER SHARE - BASIC $ 0.24 $ 0.32
========== ==========
Shares:
Weighted average number of common
shares outstanding - Basic 21,159 26,825
Effect of dilutive securities (a):
Stock options 191 58
---------- ----------
Adjusted common shares - Diluted 21,350 26,883
========== ==========
EARNINGS PER SHARE - DILUTED $ 0.24 $ 0.32
========== ==========
(a) Shares issuable were derived using the "Treasury Stock Method" for all
dilutive potential shares.
19
EXHIBIT 15
April 26, 2002
Koger Equity, Inc.
433 Plaza Real, Suite 335
Boca Raton, Florida 33432
We have made a review, in accordance with standards established by the
American Institute of Certified Public Accountants, of the unaudited
interim financial information of Koger Equity, Inc. and subsidiaries for
the three months ended March 31, 2002 and 2001, as indicated in our report
dated April 26, 2002; because we did not perform an audit, we expressed no
opinion on such financial information.
We are aware that our report referred to above, which is included in your
Quarterly Report on Form 10-Q for the quarter ended March 31, 2002, is
incorporated by reference in Registration Statement No. 33-55179 of Koger
Equity, Inc. on Form S-3, Registration Statement No. 33-54617 of Koger Equity,
Inc. on Form S-8, Registration Statement No. 333-20975 of Koger Equity, Inc. on
Form S-3, Registration Statement No. 333-23429 of Koger Equity, Inc. on Form
S-8, Registration Statement No. 333-37919 of Koger Equity, Inc. on Form S-3,
Registration Statement No. 333-33388 of Koger Equity, Inc. on Form S-8 and
Registration Statement No. 333-38712 of Koger Equity, Inc. on Form S-8.
We also are aware that the aforementioned report, pursuant to Rule 436(c)
under the Securities Act of 1933, is not considered a part of the
Registration Statement prepared or certified by an accountant or a report
prepared or certified by an accountant within the meaning of Sections 7 and
11 of that Act.
DELOITTE & TOUCHE LLP
West Palm Beach, Florida
20