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 September 30, 1995
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 0-8891
THE KOGER PARTNERSHIP, LTD.
(Exact name of registrant as specified in its charter)
FLORIDA 59-1710469
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3986 BOULEVARD CENTER DRIVE
JACKSONVILLE, FLORIDA 32207
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (904) 398-3403
Former name, former address and former fiscal year,
if changed since last report: NONE
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
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes X No
<PAGE>
TABLE OF CONTENTS
Page
Number
PART I. FINANCIAL INFORMATION
Independent Accountants' Report................... 2
Item 1. Financial Statements:
Condensed Balance Sheets
September 30, 1995 and December 31, 1994....... 3
Condensed Statements of Operations
for the Three and Nine Month Periods Ended
September 30, 1995 and 1994.................... 4
Condensed Statement of Changes in Partners'
Deficiency in Assets for the Nine Month Period
Ended September 30, 1995....................... 5
Condensed Statements of Cash Flows
for the Nine Month Periods Ended September 30, 1995
and 1994....................................... 6
Notes to Condensed Financial Statements
for the Three and Nine Month Periods
Ended September 30, 1995 and 1994.............. 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations...................... 9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.............................. 11
Item 6. Exhibits and Reports on Form 8-K............... 11
Signatures.............................................. 12
1
<PAGE>
INDEPENDENT ACCOUNTANTS' REPORT
To the General Partner of
The Koger Partnership, Ltd.
Jacksonville, Florida
We have reviewed the accompanying condensed balance sheet of The Koger
Partnership, Ltd. (the "Partnership") as of September 30, 1995, and the related
condensed statements of operations for the three and nine month periods ended
September 30, 1995 and 1994, the condensed statement of changes in partners'
deficiency in assets for the nine month period ended September 30, 1995 and the
condensed statements of cash flows for the nine month periods ended September
30, 1995 and 1994. These financial statements are the responsibility of the
Partnership'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 generally accepted auditing standards, 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 financial statements for them to be in conformity with
generally accepted accounting principles.
The accompanying condensed financial statements have been prepared assuming
that the Partnership will continue as a going concern. The Partnership is in the
process of liquidation which should be completed or substantially completed
before December 31, 1995. As discussed in Note 1 to the condensed financial
statements on August 1, 1995 the Partnership sold or contracted to sell all of
its real estate assets, which constitute substantially all of the Partnership's
assets. As also discussed in Note 3 to the condensed financial statements and
Note 2 to the annual financial statements for the year ended December 31, 1994
(not presented herein), these facts and circumstances raise substantial doubt
about the Partnership's ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 3 to the condensed
financial statements.
We have previously audited, in accordance with generally accepted auditing
standards, the balance sheet of the Partnership as of December 31, 1994, and the
related statements of operations, changes in partners' deficiency in assets and
cash flows for the year then ended (not presented herein); and in our report
dated March 10, 1995, we expressed an unqualified opinion on those financial
statements and included an explanatory paragraph concerning matters that raise
substantial doubt about the Partnership's ability to continue as a going
concern. In our opinion, the information set forth in the accompanying condensed
balance sheet as of December 31, 1994 is fairly stated, in all material
respects, in relation to the balance sheet from which it has been derived.
DELOITTE & TOUCHE LLP
Jacksonville, Florida
November 10, 1995
2
<PAGE>
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
THE KOGER PARTNERSHIP, LTD.
CONDENSED BALANCE SHEETS
(Unaudited - See Independent Accountants' Report)
(In Thousands, Except Unit Data)
September 30, December 31,
1995 1994
--------- ---------
<S> <C> <C>
ASSETS
REAL ESTATE ASSETS HELD FOR SALE (NOTE 1):
Land .......................................................................................... $ 267 $ 33,930
Buildings and improvements .................................................................... 1,929 228,193
--------- ---------
Total ..................................................................................... 2,196 262,123
Less accumulated depreciation and amortization ................................................ (1,018) (123,584)
--------- ---------
Net ....................................................................................... 1,178 138,539
CASH AND TEMPORARY INVESTMENTS (including restricted cash of $1,001 as of
December 31, 1994 and cash restricted to KE of $2,188 and
$1,668 at September 30, 1995 and December 31, 1994) ....................................... 4,422 9,862
RECEIVABLES, (net of allowance for uncollectible rents of $181 in 1995 and
$210 in 1994) ............................................................................. 1,095 1,095
OTHER ASSETS .................................................................................... 472 2,602
--------- ---------
TOTAL ASSETS .............................................................................. $ 7,167 $ 152,098
========= =========
LIABILITIES AND PARTNERS' DEFICIENCY IN ASSETS
LIABILITIES:
Mortgages and loans payable (including debt payable to KE and affiliate
of $18,561 in 1995 and $30,962 in 1994) ..................................................... $ 18,561 $ 178,647
Accounts payable .............................................................................. 370 857
Accrued reorganization costs .................................................................. 297
Accrued interest (including $6,604 and $4,502 payable to KE and affiliate
in 1995 and 1994) ........................................................................... 6,604 9,632
Accrued liabilities (including payable to KE of $2,188 and $1,850 in 1995
and 1994) .................................................................................. 2,860 2,308
Other liabilities ............................................................................. 65 1,535
--------- ---------
Total liabilities ........................................................................ 28,460 193,276
--------- ---------
PARTNERS' DEFICIENCY IN ASSETS:
Managing General Partner - 93,217 Units at September 30, 1995 (which includes
53,299 Limited Units) and 90,360 Units at December 31, 1994
(which includes 50,442 Limited Units) ...................................................... (21,293) (35,464)
Alternate General Partner - 2,857 Units at December 31, 1994 .................................. -- --
Limited Partners - 184,576 Units at September 30, 1995 and 185,823 Units
at December 31, 1994 ......................................................................... -- --
Unallocated losses ............................................................................ -- (5,714)
--------- ---------
Total Partners' deficiency in assets ..................................................... (21,293) (41,178)
--------- ---------
TOTAL LIABILITIES AND PARTNERS' DEFICIENCY IN ASSETS ................................... $ 7,167 $ 152,098
========= =========
See Notes to Condensed Financial Statements
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
THE KOGER PARTNERSHIP, LTD.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited - See Independent Accountants' Report)
(In Thousands Except Unit Data)
Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
--------- --------- ---------- --------
REVENUES
<S> <C> <C> <C> <C>
Rental .................................................... $ 2,708 $ 9,975 $ 22,128 $ 27,536
Interest and other ........................................ 286 85 901 231
--------- --------- --------- ---------
Total revenues ........................................ 2,994 10,060 23,029 27,767
--------- --------- --------- ---------
EXPENSES
Rental expenses:
Interest:
Managing General Partner and KE .................... 237 735 2,102 2,142
Other .............................................. (771) 3,354 5,430 9,997
--------- --------- --------- ---------
Total interest expense ......................... (534) 4,089 7,532 12,139
Rental operating expenses ............................. 1,195 4,513 8,443 11,527
Depreciation and amortization ......................... 891 3,070 6,594 9,294
Management fee and other costs to KE .................. 320 839 2,201 2,434
General and administrative ................................ 27 32 250 256
Alternate General Partner's fee ........................... 7 20 46 66
--------- --------- --------- ---------
Total expenses ........................................ 1,906 12,563 25,066 35,716
--------- --------- --------- ---------
GAIN ON SALE OF PROPERTIES ..................................... 18,385 18,385
--------- --------- --------- ---------
INCOME (LOSS) BEFORE EXTRAORDINARY
GAIN ON FORGIVENESS OF DEBT ............................... 19,473 (2,503) 16,348 (7,949)
EXTRAORDINARY GAIN ON
FORGIVENESS OF DEBT ...................................... 3,537 3,537
--------- --------- --------- ---------
NET INCOME (LOSS) .............................................. $ 23,010 $ (2,503) $ 19,885 $ (7,949)
========= ========= ========= =========
ALLOCATION OF NET INCOME (LOSS):
Managing General Partner .................................. $ 15,655 $ (2,199) $ 14,171 $ (4,691)
Limited Partners .......................................... -- -- -- --
Unallocated net gain (loss) ............................... 7,355 (304) 5,714 (3,258)
--------- --------- --------- ----------
Total .................................................. $ 23,010 $ (2,503) $ 19,885 $ (7,949)
========= ========= ========= ==+=======
NET INCOME (LOSS) PER WEIGHTED
AVERAGE UNIT:
Managing General Partner .................................. $ 169.67 $ (24.34) $ 155.73 $ (51.91)
Limited Partners .......................................... $ -- $ -- $ -- $ --
WEIGHTED AVERAGE UNITS OUTSTANDING:
Managing General Partner .................................. 92,265 90,360 90,995 90,360
Limited Partners .......................................... 184,576 187,006 184,969 187,641
See Notes to Condensed Financial Statements.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
THE KOGER PARTNERSHIP, LTD.
CONDENSED STATEMENT OF CHANGES IN PARTNERS' DEFICIENCY IN ASSETS
FOR THE NINE MONTH PERIOD ENDED
SEPTEMBER 30, 1995
(Unaudited - See Independent Accountants' Report)
(In Thousands Except Unit Data)
UNAL-
MANAGING ALTERNATE LOCATED
GENERAL GENERAL LIMITED GAINS
PARTNER PARTNER PARTNERS (LOSSES) TOTAL
Units Amount Units Amount Units Amount Amount Units Amount
----- ------ ----- ------ ----- ------ ------ ----- ------
BALANCES,
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
December 31, 1994 90,360 $(35,464) 2,857 $ -- 185,823 $ -- $(5,714) 279,040 $ (41,178)
Net Income -- 14,171 -- -- -- -- 5,714 -- 19,885
Units Abandoned -- -- -- -- (1,247) -- -- (1,247) --
Units Transferred 2,857 -- (2,857) -- -- -- -- -- --
------- -------- ------- ---- ------- ---- ----- ------- ----------
BALANCES,
September 30, 1995 93,217 $(21,293) -- $ -- 184,576 $ -- $ -- 277,793 $ (21,293)
====== ======== ======= ==== ======= ==== ===== ======= ==========
See Notes to Condensed Financial Statements
5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE KOGER PARTNERSHIP, LTD.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited - See Independent Accountants' Report)
(In Thousands)
Nine Months Ended
September 30,
1995 1994
------ ------
OPERATING ACTIVITIES:
<S> <C> <C>
Net income (loss)....................................................... $ 19,885 $ (7,949)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization....................................... 6,594 9,294
Accrued interest added to principal................................. 210 288
Provision for uncollectible rents................................... 30
Gain on sale of properties.......................................... (18,385)
Extraordinary gain on forgiveness of debt........................... (3,537)
Increase (decrease) in accounts payable, accrued
liabilities and other liabilities................................... (4,730) 6,546
Decrease (increase) in receivables and other assets................. 2,100 (1,341)
----------- -----------
Net cash provided by operating activities........................... 2,167 6,838
----------- -----------
INVESTING ACTIVITIES:
Improvements to existing properties..................................... (3,348) (3,468)
Proceeds from sale of properties........................................ 152,500
----------- ------------
Net cash provided by (used in) investing activities................. 149,152 (3,468)
----------- ------------
FINANCING ACTIVITIES:
Loan repayment - Southeast.............................................. (12,400)
Mortgages and loans paid off - KE....................................... (29,087)
Mortgages and loans paid off - Other.................................... (113,034)
Principal payments on mortgages and loans payable....................... (2,238) (1,684)
------------- ------------
Net cash used in financing activities............................... (156,759) (1,684)
------------ ------------
NET (DECREASE) INCREASE IN CASH AND
CASH EQUIVALENTS.......................................................... (5,440) 1,686
CASH AND CASH EQUIVALENTS-Beginning of period................................ 9,862 7,712
------------ -------------
CASH AND CASH EQUIVALENTS-End of period ..................................... $ 4,422 $ 9,398
=============== =============
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash Paid During the Period for Interest.................................. $ 10,342 $ 7,260
============== =============
Cash Paid During the Period for Reorganization
Items, net.............................................................. $ --- $ 1,080
============== =============
See Notes to Condensed Financial Statements.
</TABLE>
6
<PAGE>
THE KOGER PARTNERSHIP, LTD.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 1995 AND 1994
(Unaudited- See Independent Accountants' Report)
1. SALE OF ASSETS.
On May 24, 1995, The Koger Partnership, Ltd. (the "Partnership") entered
into an agreement for the sale of all 92 office properties of the Partnership to
entities which are wholly owned by a co-mingled pension trust for which Morgan
Guaranty Trust Company of New York is the Trustee and to which J.P. Morgan
Investment Management Inc. is an advisor (the "Purchaser"), for a cash purchase
price of $154 million. On August 1, 1995, the Partnership sold 90 office
properties to the Purchaser, for an aggregate gross cash sales price of
approximately $152.5 million. At September 30, 1995, the Partnership held two
office properties which were under contract to be sold to the Purchaser upon the
satisfaction of certain property- related conditions, which is expected to cost
the Partnership an estimated amount not to exceed $300,000, for an aggregate
purchase price of $1.5 million. It is expected the Partnership will be able to
meet such conditions. On October 19, 1995, one of the two remaining office
properties was sold to the Purchaser for $750,000. No losses were incurred or
are anticipated on these respective sales.
The net proceeds from the sale of all of the Partnership's properties was
sufficient to repay in full all secured debt and accrued interest of the
Partnership with the remaining excess sales proceeds and available cash of the
Partnership estimated to be $16 million to be used to pay Southeast Properties
Holding Corporation, Inc. ("Southeast") for amounts owed on subordinate debt and
accrued interest. During the quarter ended September 30, 1995, the Partnership
repaid $12.4 million of the subordinate debt to Southeast. Of the remaining
unpaid principal and interest balances owed to Southeast totaling $25 million as
of September 30, 1995, $21 million is not expected to be repaid. As a
consequence of the foregoing transaction, holders of Units of Partnership
Interest, including Southeast as holder of 33.6% equity interest in the
Partnership, will receive no future payments or distributions on their Units.
The Partnership's sale of its properties and termination for tax purposes
will be taxable events to the partners. Many partners are expected to recognize
net taxable income as a result of these events.
2. BASIS OF PRESENTATION.
The condensed financial statements of the Partnership have been prepared
in accordance with the rules and regulations of the Securities and Exchange
Commission related to interim financial statements. The financial statements
should be read in conjunction with the financial statements and notes thereto
for the year ended December 31, 1994, included in the Partnership's Form 10-K
Annual Report for the year ended December 31, 1994. The balance sheet at
December 31, 1994, has been derived from the audited financial statements at
that date and is condensed.
Reference is made to Note 1 above wherein is described the sale or
contract for sale of substantially all the Partnership's properties.
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. Results of operations for the three and nine
month interim periods ended September 30, 1995, are not necessarily indicative
of the results to be expected for the full year.
7
<PAGE>
The Partnership Reorganization Plan in its Chapter 11 Case (the
"Partnership Plan") provides that secured debt of the Partnership is
non-recourse to the general and limited partners. In addition, the debt
restructured under the Partnership plan payable to Southeast is subordinate to
all other debt of the Partnership. Accordingly, the losses of the Partnership
are allocated to Southeast as Managing General Partner in amounts not to exceed
the principal and related accrued interest on debt due to Southeast which
totaled $25,165,000 and $35,464,000 at September 30, 1995 and December 31, 1994,
respectively. Losses in excess of principal and accrued interest on debt due to
Southeast are not the responsibility of the Managing General Partner, and
accordingly were not allocated to the Managing General Partner. No losses or
deficiency in assets are the obligation of any general or limited partner under
the Partnership plan.
Certain amounts in prior years have been reclassified to conform to
current year presentation.
3. GOING CONCERN.
The accompanying condensed financial statements have been prepared on a
going concern basis, which contemplates continuity of operations, realization of
assets and satisfaction of liabilities in the ordinary course of business.
However, as a result of the Partnership's sale and contract to sell all of its
real estate assets (see Note 1) approximately $21 million of the $25 million
owed to Southeast as of September 30, 1995 for subordinated debt and accrued
interest is not expected to be repaid. The Partnership has not made any
distributions in respect to any units of partnership interest (the "Units")
since January 1991 and will not ever make any cash distributions to Unit
holders. The Partnership is in the process of selling all of its operating
properties which should be completed or substantially completed before December
31, 1995. It is expected the Partnership will be dissolved in the current or
following fiscal year. The condensed financial statements do not include any
adjustments relating to the recorded amounts of debt for amounts not expected to
be repaid as a result of the sale of the Partnership's real estate assets.
4. MORTGAGES AND LOANS PAYABLE.
Mortgages and loans payable at September 30, 1995 and December 31, 1994
consisted of the following ( in thousands):
September 30, December 31,
1995 1994
------------- ------------
Basic Restructured Mortgage Notes................... $ 82,933
Substitute Restructured Mortgage Notes.............. 23,708
New Secured Notes................................... 31,428
Southeast Properties Holding Corporation, Inc. Note $ 18,561 30,962
Confirmation Loan.................................. 8,493
Tax Notes.......................................... 1,123
--------- --------
Total.............................................. $ 18,561 $178,647
======== ========
Interest forgiven of approximately $4,585,000, due to prepayment of certain
notes and mortgages during the nine months ended September 30, 1995, has been
recorded as a reduction of interest expense.
8
<PAGE>
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
Financial Statements and related Notes to Condensed Financial Statements
appearing elsewhere in this Form 10-Q, and the Management's Discussion and
Analysis of Financial Condition and Results of Operations, included in The Koger
Partnership, Ltd.'s (the "Partnership") December 31, 1994, Annual Report on Form
10-K. Historical results and percentage relationships in the Condensed
Statements of Operations, including trends which might appear, should not be
taken as indicative of future operations. Reference is also made to Notes to
Condensed Financial Statements wherein is described the sale or contract for
sale of substantially all the Partnership's properties. On August 1, 1995, the
Partnership sold 90 of its 92 office properties to entities which are wholly
owned by a co-mingled pension trust for which Morgan Guaranty Trust Company of
New York is the Trustee and to which J.P. Morgan Investment Management Inc. is
an investment advisor (the "Purchaser"). During the quarter ended September 30,
1995, the Partnership held two office properties which were under contract to be
sold to the Purchaser upon the satisfaction of certain property related
conditions. For the quarter and nine months ended September 30, 1995, the sale
of the office properties substantially impacted the Partnership's revenues and
expenses. The Partnership is in the process of selling its real estate assets
which should be completed or substantially completed before December 31, 1995.
It is expected the Partnership will be dissolved in the current or following
fiscal year. By December 31, 1995, all operations of the Partnership are
expected to cease.
Results of Operations
Rental revenues for the three months ended September 30, 1995, decreased
$7,267,000 (73%) from the corresponding period in 1994 due primarily to the sale
of 90 buildings on August 1, 1995, described above. Rental revenues for the nine
months ended September 30, 1995, decreased $5,408,000 (20%) from the
corresponding period in 1994 due primarily to the sale of buildings described
above.
Interest revenues increased for the three and nine month periods ended
September 30, 1995 compared to the corresponding periods in 1994 due to higher
interest rates earned on the Partnership's temporary cash investments and the
higher average balance of cash to invest.
Rental operating expenses include such charges as utilities, taxes,
janitorial, maintenance and customary tenant requested services. The amounts of
rental operating expenses incurred during 1995 and 1994 and their percentages of
rental revenues for the applicable periods are as follows:
% of Rental
Period Amount Revenues
September 30, 1995 - Quarter $ 1,195,000 44.1%
September 30, 1994 - Quarter $ 4,513,000 45.2%
September 30, 1995 - Nine months $ 8,443,000 38.2%
September 30, 1994 - Nine months $ 11,527,000 41.9%
Rental operating expenses, management fee to the managing general partner,
depreciation and amortization and interest expense decreased primarily as a
result of the sale of properties to the Purchaser.
The increases in net income for the three and nine month periods ended
September 30, 1995 from 1994 was due primarily to the sale of properties
described above.
9
<PAGE>
Liquidity and Capital Resources
Operating Activities. The Partnership's primary internal source of cash is
the collection of rents in respect of buildings owned. In the past, gross rents
together with borrowings have been sufficient to pay the Partnership's operating
expenses (before depreciation and amortization), debt service payments and
required capital expenditures for refurbishment of buildings and, until January
1991, cash for quarterly distributions to partners. During the pendency of its
Chapter 11 Case, the Partnership made no payments in respect to its unsecured
indebtedness, including its obligations to Koger Properties, Inc. ("KPI"). The
reorganized Partnership remains a highly leveraged real property partnership,
with little or no apparent access to additional amounts of equity capital.
After the sale of the two remaining buildings described above, the
Partnership is expected to cease operations.
Investing Activities. The Partnership's expenditures for building and
tenant improvements totaled approximately $3.3 million for the nine months ended
September 30, 1995 compared to approximately $3.5 million for the nine months
ended September 30, 1994. For calendar 1994, expenditures for building and
tenant improvements were approximately $5.0 million, which was relatively
consistent with the level of building and tenant improvements to the
Partnership's properties for 1993. See below for description of properties sold
on August 1, 1995.
Financing Activities. On August 1, 1995, the Partnership sold 90 of its 92
office properties for an aggregate cash sales price of approximately $152.5
million. Of the sales proceeds $117 million was used to repay Partnership
secured debt and accrued interest. A portion of the remaining sales proceeds was
deposited with a trustee for distribution to the New Secured lenders within 90
days and was utilized to repay the $30.4 million of New Secured Notes and
related accrued interest during the quarter ended September 30, 1995.
At September 30, 1995, the Partnership held two remaining office
properties under contract to sell for an aggregate purchase price of $1.5
million. On October 19, 1995, one of the two remaining office properties was
sold to the Purchaser for $750,000. The sales proceeds will be used to repay
certain indebtedness to Southeast.
Limitation on Partnership Distributions
In light of the sale or the contract for sale of all the real estate
assets of the Partnership, the Partnership will not make further cash
distributions in respect of Units.
10
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Partnership is involved in various proceedings incidental to the
normal conduct of its business. Management does not expect that any such
proceedings will have a material effect on the Partnership's financial position.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
--------
Exhibit
Number Description
------- -----------
27 Financial Data Schedule
(b) Reports on Form 8-K
-------------------
On August 14, 1995, the Partnership filed a Form 8-K providing
information required under Item 2, Acquisition or Dispositions of Assets, and
Item 7, Financial Statements and Exhibits, for the closing of the sale of 90
buildings and related land representing all but two of the Partnership's
buildings, the latter of which are under contract for sale. In addition, the
Partnership provided under Item 7, Financial Statements and Exhibits, a copy of
the form letter dated August 1, 1995, from Southeast Properties Holding
Corporation, Inc. to the Limited Partners of The Koger Partnership, Ltd.
11
<PAGE>
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.
THE KOGER PARTNERSHIP, LTD.
By: SOUTHEAST PROPERTIES
HOLDING CORPORATION, INC.
Managing General Partner
Date: November 13, 1995
VICTOR A. HUGHES
-------------------------------------
VICTOR A. HUGHES
SENIOR VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER OF THE
MANAGING GENERAL PARTNER
Date: November 13, 1995
JAMES L. STEPHENS
-------------------------------------
JAMES L. STEPHENS
CHIEF ACCOUNTING OFFICER OF THE
MANAGING GENERAL PARTNER
12
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The Partnership does not file a classified balance sheet, therefore these are
not provided. 5-02(9), 5-02(21)
</LEGEND>
<MULTIPLIER> 1000
<CURRENCY> DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<EXCHANGE-RATE> 1
<CASH> 4,422
<SECURITIES> 0
<RECEIVABLES> 1,276
<ALLOWANCES> 181
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 2,196
<DEPRECIATION> 1,018
<TOTAL-ASSETS> 7,167
<CURRENT-LIABILITIES> 0
<BONDS> 18,561
<COMMON> 0
0
0
<OTHER-SE> (21,293)
<TOTAL-LIABILITY-AND-EQUITY> 7,167
<SALES> 0
<TOTAL-REVENUES> 23,029
<CGS> 0
<TOTAL-COSTS> 10,614
<OTHER-EXPENSES> 6,890
<LOSS-PROVISION> 30
<INTEREST-EXPENSE> 7,532
<INCOME-PRETAX> 16,348
<INCOME-TAX> 0
<INCOME-CONTINUING> 16,348
<DISCONTINUED> 0
<EXTRAORDINARY> 3,537
<CHANGES> 0
<NET-INCOME> 19,885
<EPS-PRIMARY> 155.73
<EPS-DILUTED> 155.73
</TABLE>
