<PAGE> 1
UNITED STATES
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, 1997 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.)
3986 BOULEVARD CENTER DRIVE, SUITE 101
JACKSONVILLE, FLORIDA 32207
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (904) 398-3403
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 close of the latest practicable date.
Class Outstanding at April 30, 1997
Common Stock, $.01 par value 21,058,743 shares
<PAGE> 2
KOGER EQUITY, INC. AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
PAGE NO.
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Independent Accountants' Report..................................... 2
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets
March 31, 1997 and December 31, 1996............................. 3
Condensed Consolidated Statements of Operations
for the Three Month Periods Ended
March 31, 1997 and 1996.......................................... 4
Condensed Consolidated Statement of Changes in
Shareholders' Equity for the Three Month Period
Ended March 31, 1997............................................. 5
Condensed Consolidated Statements of Cash Flows
for the Three Month Periods Ended March 31, 1997 and 1996........ 6
Notes to Condensed Consolidated Financial
Statements for the Three Month Periods
Ended March 31, 1997 and 1996.................................... 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations........................................ 9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.................................................. 12
Item 5. Other Information.................................................. 12
Item 6. Exhibits and Reports on Form 8-K................................... 15
Signatures .............................................................. 16
</TABLE>
1
<PAGE> 3
INDEPENDENT ACCOUNTANTS' REPORT
To the Board of Directors and Shareholders of
Koger Equity, Inc.
Jacksonville, Florida
We have reviewed the accompanying condensed consolidated balance sheet of Koger
Equity, Inc. and subsidiaries (the "Company") as of March 31, 1997, and the
related condensed consolidated statements of operations for the three month
periods ended March 31, 1997 and 1996, the condensed consolidated statement of
changes in shareholders' equity for the three month period ended March 31, 1997
and the condensed consolidated statements of cash flows for the three month
periods ended March 31, 1997 and 1996. 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 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 consolidated financial statements for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of the Company as of December 31,
1996, 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 28, 1997, 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, 1996 is fairly stated, in all material respects, in relation
to the consolidated balance sheet from which it has been derived.
DELOITTE & TOUCHE LLP
Jacksonville, Florida
May 7, 1997
2
<PAGE> 4
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
KOGER EQUITY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED - SEE INDEPENDENT ACCOUNTANTS' REPORT)
(IN THOUSANDS)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1997 1996
------------ -----------
<S> <C> <C>
ASSETS
Real Estate Investments:
Operating properties:
Land $ 98,567 98,567
Buildings 485,155 482,836
Furniture and equipment 1,630 1,569
Accumulated depreciation (87,605) (82,478)
-------- --------
Operating properties - net 497,747 500,494
Properties under construction:
Land 2,083 2,083
Buildings 3,310 930
Undeveloped land held for investment 21,688 20,558
Undeveloped land held for sale 2,891 6,550
Cash and temporary investments 41,849 35,715
Accounts receivable, net of allowance for
uncollectible accounts of $247 and $231 4,682 5,600
Investment in Koger Realty Services, Inc. 393 259
Cost in excess of fair value of net assets acquired,
net of accumulated amortization of $558 and $515 1,998 2,040
Other assets 10,171 10,437
-------- --------
TOTAL ASSETS $586,812 $584,666
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Mortgages and loans payable $202,250 $203,044
Accounts payable 2,361 4,662
Accrued real estate taxes payable 2,370 2,144
Accrued liabilities - other 4,297 5,467
Dividends payable 1,050 1,045
Advance rents and security deposits 4,474 4,169
-------- --------
Total Liabilities 216,802 220,531
-------- --------
Commitments and Contingencies
Shareholders' Equity:
Common stock 236 236
Capital in excess of par value 363,012 362,127
Warrants 2,240 2,243
Retained earnings 27,308 22,666
Treasury stock, at cost (22,786) (23,137)
-------- --------
Total Shareholders' Equity 370,010 364,135
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $586,812 $584,666
======== ========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
3
<PAGE> 5
KOGER EQUITY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED - SEE INDEPENDENT ACCOUNTANTS' REPORT)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTH PERIOD
ENDED MARCH 31,
----------------------------
1997 1996
--------- --------
<S> <C> <C>
REVENUES
Rental $ 25,383 $23,985
Other rental services 129 95
Management fees 641 528
Interest 534 373
Income from Koger Realty Services, Inc. 210 196
Gain on TKPL note to Southeast 46
---------
Total revenues 26,943 25,177
--------- -------
EXPENSES
Property operations 9,968 9,919
Depreciation and amortization 5,493 5,047
Mortgage and loan interest 4,159 4,962
General and administrative 1,363 1,466
Direct cost of management fees 517 372
Undeveloped land costs 114 129
Provision for loss on land held for sale (381)
Litigation costs 255
--------- -------
Total expenses 21,233 22,150
--------- -------
INCOME BEFORE INCOME TAXES 5,710 3,027
Income taxes 17 11
--------- -------
NET INCOME $ 5,693 $ 3,016
========= =======
EARNINGS PER COMMON SHARE AND
COMMON EQUIVALENT SHARE:
Primary $ 0.25 $ 0.16
========= =======
Fully Diluted $ 0.25 $ 0.16
========= =======
WEIGHTED AVERAGE COMMON SHARES AND
COMMON EQUIVALENT SHARES OUTSTANDING:
Primary 22,360 18,577
========= =======
Fully Diluted 22,360 18,577
========= =======
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
4
<PAGE> 6
KOGER EQUITY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN
SHAREHOLDERS' EQUITY
(UNAUDITED - SEE INDEPENDENT ACCOUNTANTS' REPORT)
(IN THOUSANDS)
<TABLE>
<CAPTION>
COMMON STOCK TOTAL
------------ CAPITAL IN TREASURY STOCK SHARE-
PAR EXCESS OF RETAINED ----------------- HOLDERS'
SHARES VALUE PAR VALUE WARRANTS EARNINGS SHARES COST EQUITY
------ ----- --------- -------- -------- ------ -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, January 1, 1997 23,560 $236 $362,127 $2,243 $22,666 2,668 $(23,137) $364,135
Treasury Stock Reissued 434 (44) 362 796
Warrants Exercised 2 14 (3) 11
Stock Options Exercised 55 437 1 (11) 426
Dividends Declared (1,051) (1,051)
Net Income 5,693 5,693
------ ---- -------- ------ ------- ------ -------- --------
Balance, March 31, 1997 23,617 $236 $363,012 $2,240 $27,308 2,625 $(22,786) $370,010
====== ==== ======== ====== ======= ====== ======== ========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
5
<PAGE> 7
KOGER EQUITY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED - SEE INDEPENDENT ACCOUNTANTS' REPORT)
(IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTH PERIOD
ENDED MARCH 31,
----------------------
1997 1996
--------- -------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 5,693 $ 3,016
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 5,493 5,047
Provision for loss on land held for sale (381)
Income from Koger Realty Services, Inc. (210) (196)
Provision for uncollectible accounts 37
Amortization of mortgage discounts 24 44
Accrued interest added to principal 37
Decrease in accounts payable, accrued
liabilities and other liabilities (2,145) (765)
Decrease in receivables and other assets 1,073 199
-------- -------
Net cash provided by operating activities 9,584 7,382
-------- -------
INVESTING ACTIVITIES
Tenant improvements to existing properties (1,630) (768)
Building improvements to existing properties (328) (425)
Energy management improvements (361) (1,119)
Building construction expenditures (2,380)
Deferred tenant costs (172) (221)
Additions to furniture and equipment (61) (23)
Proceeds from sale of assets 2,910
Dividends received from Koger Realty Services, Inc. 76
--------
Net cash used in investing activities (1,946) (2,556)
-------- -------
FINANCING ACTIVITIES
Proceeds from sale of stock under Stock Investment Plan 75 44
Proceeds from exercise of warrants and stock options 363 48
Dividends paid (1,046)
Principal payments on mortgages and loans (818) (997)
Financing costs (78) (109)
-------- -------
Net cash used in financing activities (1,504) (1,014)
-------- -------
Net increase in cash and cash equivalents 6,134 3,812
Cash and cash equivalents - beginning of period 35,715 25,415
-------- -------
Cash and cash equivalents - end of period $ 41,849 $29,227
-------- =======
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the period for interest, net of amount capitalized $ 4,134 $ 4,852
======== =======
Cash paid during the period for income taxes $ 0 $ 12
======== =======
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
6
<PAGE> 8
KOGER EQUITY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS
ENDED MARCH 31, 1997 AND 1996
(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 have been eliminated.
The financial statements 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 consolidated
financial statements and notes thereto for the year ended December 31, 1996,
included in the Company's Form 10-K Annual Report for the year ended December
31, 1996. The balance sheet at December 31, 1996, 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. Results of operations for the three month period
ended March 31, 1997, are not necessarily indicative of the results to be
expected for the full year.
Certain 1996 amounts have been reclassified to conform with 1997 presentation.
2. ORGANIZATION. Koger Equity, Inc. ("KE"), a Florida corporation, was
incorporated in 1988 for the purpose of investing in the ownership of income
producing properties, primarily commercial office buildings. KE is totally
self-administered and self-managed.
In addition to managing its own properties, KE, through certain related
entities, provides property management services to third parties. In conjunction
with Koger Real Estate Services, Inc. ("KRES"), a Florida corporation and a
wholly-owned subsidiary of KE, KE manages 21 office buildings owned by Centoff
Realty Company, Inc. ("Centoff"), a subsidiary of Morgan Guaranty Trust Company
of New York.
3. FEDERAL INCOME TAXES. The Company is operated in a manner so as to
qualify and has elected tax treatment as a real estate investment trust under
the Code (a "REIT"). As a REIT, the Company is required to distribute annually
at least 95 percent of its REIT taxable income to its shareholders. Since the
Company had no REIT taxable income during 1996 and does not expect to have REIT
taxable income during 1997, no provision has been made for Federal income taxes.
To the extent that the Company pays dividends equal to 100 percent of REIT
taxable income, the earnings of the Company are not taxed at the corporate
level. However, the use of net operating loss carryforwards, which may reduce
REIT taxable income to zero, are limited for alternative minimum tax purposes.
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. During the three month
period ended March 31, 1997, the Company contributed 23,657 shares of common
stock to the Company's 401(K) Plan. These shares had a value of approximately
7
<PAGE> 9
$444,000 based on the closing price of the Company's common stock on the
American Stock Exchange on December 31, 1996. In addition, the Company issued
15,455 shares of common stock as payment for certain 1996 bonuses for senior
management. These shares had a value of approximately $278,000 based on the
closing price of the Company's common stock on the American Stock Exchange on
January 6, 1997. During the three month period ended March 31, 1996, the Company
contributed 43,804 shares of common stock to the Company's 401(K) Plan. These
shares had a value of approximately $465,000 based on the closing price of the
Company's common stock on the American Stock Exchange on December 31, 1995.
5. EARNINGS PER COMMON SHARE. Earnings per common share have been computed
based on the weighted average number of shares of common stock and common stock
equivalents outstanding during the applicable periods.
6. MORTGAGES AND LOANS PAYABLE. At March 31, 1997, the Company had
$202,250,000 of loans outstanding, which are collateralized by mortgages on
certain operating properties.
Annual maturities for mortgages and loans payable, which are gross of $345,000
of discounts, are as follows (in thousands):
<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31,
<S> <C>
1997 $ 10,514
1998 3,909
1999 3,502
2000 17,971
2001 3,184
Subsequent Years 163,515
--------
Total $202,595
========
</TABLE>
7. DIVIDENDS. The Company paid a quarterly dividend of $0.05 per share on
February 10, 1997, to shareholders of record on January 6, 1997. During the
quarter ended March 31, 1997, the Company's Board of Directors declared a
quarterly dividend of $0.05 per share payable on May 6, 1997, to shareholders of
record on April 4, 1997. The Company currently expects that all dividends paid
during 1997 will be treated as ordinary income for income tax purposes.
8. SUBSEQUENT EVENTS. On April 7, 1997, the Company closed on a $50 million
secured revolving credit facility provided by First Union National Bank of
Florida and Morgan Guaranty Trust Company of New York. Based on the Company's
election, the interest rate on this revolving credit facility will be either (i)
the lender's LIBOR rate plus 200 basis points or (ii) the lender's prime rate.
Interest payments will be due monthly on this revolving credit facility which
has a term of two years. At the election of the lender, the term of this credit
facility may be extended for additional periods of one year each. This credit
facility will require the Company to maintain certain financial ratios.
On May 2, 1997, the Company's Board of Directors approved the repurchase of up
to one million shares of the Company's common stock (the "Shares"). On that
date, 372,000 Shares were repurchased by the Company.
8
<PAGE> 10
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, 1996.
RESULTS OF OPERATIONS.
Rental revenues totalled $25,383,000 for the quarter ended March 31, 1997,
compared to $23,985,000 for the quarter ended March 31, 1996. The increase in
rental revenues resulted primarily from increases in the percent leased rate and
the Company's average rental rate. At March 31, 1997, the Company's buildings
were on average 92 percent leased with an average rental rate of $14.37.
Management fee revenues totalled $641,000 for the quarter ended March 31, 1997,
compared to $528,000 for the quarter ended March 31, 1996. This increase was due
primarily to (i) a leasing commission earned by KRES and (ii) an increase in
fees earned under the management contract with Centoff.
Property operating expenses include such charges as utilities, taxes,
janitorial, maintenance, provision for uncollectible rents and management costs.
The amounts of property operating expenses and their percentages of total rental
revenues for the applicable periods are as follows:
<TABLE>
<CAPTION>
PERCENT OF
TOTAL RENTAL
PERIOD AMOUNT REVENUES
------------------------ ---------- -------------
<S> <C> <C>
March 31, 1997 - Quarter $9,968,000 39.1%
March 31, 1996 - Quarter $9,919,000 41.2%
</TABLE>
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 increased $397,000 for the three month period ended March
31, 1997, compared to the same period last year, due to improvements made to the
Company's existing properties during 1996. Amortization expense increased
$49,000 for the three month period ended March 31, 1997, compared to the same
period last year, due primarily to deferred financing costs which were incurred
during 1996 for the mortgage with The Northwestern Mutual Life Insurance Company
("Northwestern").
Interest expense decreased by $803,000, during the three month period ended
March 31, 1997, compared to the same period last year, primarily due to the
reduction in the average balance of mortgages and loans payable. At March 31,
1997, the weighted average interest rate on the Company's outstanding debt was
approximately 8.4 percent.
General and administrative expenses for the three month periods ended March 31,
1997 and 1996, totalled $1,363,000 and $1,466,000, respectively, which is 0.9
percent and 1.0 percent (annualized) of average invested assets. This decrease
is primarily due to the decrease in professional fees incurred.
9
<PAGE> 11
Direct costs of management contracts increased $145,000 for the three month
period ended March 31, 1997, compared to the same period last year, due to
increased costs associated with providing property management services for all
management contracts.
Based on the proceeds received from the sale of the Miami land parcel and the
Company's analysis of the fair value of the remaining land parcels held for
sale, the Company reversed $381,000 of the provision for loss on land held for
sale which had been previously recorded.
Net income totalled $5,693,000 for the quarter ended March 31, 1997, compared to
net income of $3,016,000 for the corresponding period of 1996. This improvement
is due to the increase in rental revenues and the reduction in interest expense.
These items were partially offset by the increases in (i) depreciation and
amortization expense and (ii) direct cost of management fees.
LIQUIDITY AND CAPITAL RESOURCES.
OPERATING ACTIVITIES - During the three months ended March 31, 1997, the
Company generated approximately $9.6 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 Centoff and others. As a REIT for Federal income tax purposes, the Company is
required to pay out annually, as dividends, 95 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 1997.
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, 1997, leases representing approximately 20.9 percent of the gross
annual rent from the Company's properties, without regard to the exercise of
options to renew, were due to expire during the remainder of 1997. This
represents 954 leases for space in buildings located in all of the 17 centers 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, 1997, leases were renewed on approximately 81 percent of the Company's net
rentable square feet which were scheduled to expire during the three month
period. For those leases which renewed during the three months ended March 31,
1997, the average rental rate increased from $14.16 to $15.86. 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 significant number of leases which
will expire during 1997 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 improvements costs and in certain markets reduced rents during
initial lease periods.
The Company continues to benefit from improving economic conditions and reduced
vacancy levels for office buildings in many of the metropolitan areas in which
the Company owns buildings. The Company believes that the southeastern and
southwestern regions of the United States provide
10
<PAGE> 12
significant economic growth potential due to their diverse regional economies,
expanding metropolitan areas, skilled work force and moderate labor costs.
However, the Company cannot predict whether such economic growth will continue.
Cash flow from operations could be reduced if economic growth were not to
continue in the Company's markets and if this resulted in lower occupancy rates
for the Company's buildings.
Governmental tenants (including the State of Florida and the United States
Government) which account for approximately 23.9 percent of the Company's leased
space at March 31, 1997, 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 which have contributed to
the Company's rent stream may reduce their current demands, or curtail their
future need, for additional office space.
INVESTING ACTIVITIES - At March 31, 1997, 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 month period ended March 31, 1997, the Company's expenditures for
improvements to existing properties remained basically unchanged from the
corresponding period of the prior year.
During the quarter ended March 31, 1997, the Company sold 8.1 acres of
unimproved land located in Miami, Florida for approximately $2,910,000, net of
selling costs.
The Company has two buildings under construction which will contain
approximately 106,000 net rentable square feet. Expenditures for construction of
these two buildings are expected to total approximately $7.6 million, excluding
land and tenant improvement costs.
The Company expects to acquire approximately $14 million of office buildings and
related land during May, 1997.
FINANCING ACTIVITIES - On April 7, 1997, the Company closed on a $50
million secured revolving credit facility provided by First Union National Bank
of Florida and Morgan Guaranty Trust Company of New York. In addition, the
Company has a cash balance of $41.8 million at March 31, 1997.
On May 2, 1997, the Company's Board of Directors approved the repurchase of up
to one million shares of the Company's common stock (the "Shares"). On that
date, the Company repurchased 372,000 Shares for approximately $5.7 million.
Loan maturities and normal amortization of mortgages and loans payable are
expected to total approximately $11.5 million over the next 12 months. The
Company plans to draw $8.3 million of the remaining Northwestern loan proceeds
when existing indebtedness on a building matures during August 1997 and believes
that the remainder of these obligations will be paid from cash provided by
operations or from current cash balances. Significant maturities of the
Company's mortgages and loans payable do not begin to occur until 2006. On
August 22, 1994, the Company filed a shelf registration statement with respect
to the possible issuance of up to $100 million of its common and/or preferred
stock. The Company has not yet issued any equity under such registration
statement.
11
<PAGE> 13
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 5. OTHER INFORMATION
(a) The following table sets forth, with respect to the Company's centers at
March 31, 1997, number of buildings, net rentable square feet, percentage
leased, and the average annual rent per net rentable square foot leased.
<TABLE>
<CAPTION>
AVERAGE
NET ANNUAL
NUMBER RENTABLE RENT PER
OF SQUARE PERCENT SQUARE
KOGER CENTER BUILDINGS FEET LEASED(1) FOOT (2)
- ------------- --------- -------- --------- ---------
<S> <C> <C> <C> <C>
Atlanta Chamblee 22 947,920 95% $15.11
Austin 12 370,860 98% 17.06
Charlotte Carmel 1 109,600 100% 15.29
Charlotte East 11 468,820 83% 12.90
El Paso 14 251,930 96% 14.43
Greensboro South 13 610,470 95% 14.52
Greenville 8 290,560 90% 15.06
Jacksonville Baymeadows 4 468,000 99% 15.66
Jacksonville Central 31 666,500 90% 11.56
Memphis Germantown 3 258,400 96% 17.38
Orlando Central 22 565,220 92% 14.28
Orlando University 2 159,600 98% 16.78
San Antonio 26 788,670 95% 12.59
St. Petersburg 15 519,320 95% 13.20
Tallahassee Apalachee Pkwy 14 408,500 91% 16.49
Tallahassee Capital Circle 4 300,700 96% 17.53
Tulsa 13 476,280 73% 10.85
----- ----------
TOTAL 215 7,661,350 92% $14.37
==== ========= ==== ======
</TABLE>
(1) The percent leased rates have been calculated by dividing total net
rentable square feet leased in an office building by net rentable
square feet in such building, which excludes public or common areas.
(2) Rental rates are computed by dividing (a) total annualized rents for a
center as of March 31, 1997 by (b) the net rentable square feet
applicable to such total annualized rents.
12
<PAGE> 14
(b) The following schedule sets forth for all of the Company's office buildings
(i) the number of leases which will expire during the remainder of calender
year 1997 and calendar years 1998 through 2005, (ii) the total net rentable
area in square feet covered by such leases, (iii) the percentage of total
net rentable square feet represented by such leases, (iv) the average
annual rent per square foot for such leases, (v) the current annual rental
represented by such leases, and (vi) the percentage of gross annual rental
contributed by such leases. This information is based on the buildings
owned by the Company on March 31, 1997 and on the terms of leases in effect
as of March 31, 1997, 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 81 percent of the Company's net rentable square feet which
were scheduled to expire during the three month period ended March 31,
1997.
<TABLE>
<CAPTION>
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
- ------ -------- ---------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
1997 954 1,496,239 21.0% $14.28 $ 21,369,484 20.9%
1998 639 1,596,598 22.5% 14.01 22,375,286 21.9%
1999 491 1,315,698 18.5% 13.44 17,684,364 17.3%
2000 195 780,058 11.0% 14.82 11,562,429 11.3%
2001 112 943,748 13.3% 15.17 14,317,791 14.0%
2002 27 205,208 2.9% 13.72 2,815,430 2.8%
2003 13 113,237 1.6% 13.95 1,579,639 1.6%
2004 6 111,975 1.6% 12.52 1,402,282 1.4%
2005 4 29,673 0.4% 12.33 366,001 0.4%
OTHER 20 512,126 7.2% 16.84 8,625,271 8.4%
----- --------- ------ ------------ ------
TOTAL 2,461 7,104,560 100.0% $14.37 $102,097,977 100.0%
===== ========= ====== ====== ============ ======
</TABLE>
13
<PAGE> 15
(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 generally accepted
accounting principles) 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):
<TABLE>
<CAPTION>
THREE MONTH PERIOD
ENDED MARCH 31,
------------------
1997 1996
-------- ------
<S> <C> <C>
Net Income $ 5,693 $3,016
Depreciation - real estate 5,051 4,660
Amortization - deferred tenant costs 235 225
Amortization - goodwill 42 43
Litigation costs 255
Provision for loss on land held for sale (381)
Gain on TKPL note to Southeast (46)
------- ------
Funds from Operations $10,594 $8,199
======= ======
</TABLE>
14
<PAGE> 16
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
11 Earnings Per Share Computations.
15 Letter re: Unaudited interim financial information.
27 Financial Data Schedule(for SEC use only).
</TABLE>
(b) Reports on Form 8-K
On March 10, 1997, the Company filed a Form 8-K (dated
December 16, 1996) reporting under Item 5, Other Events, that
the Company had closed a loan with The Northwestern Mutual
Life Insurance Company and providing under Item 7, Financial
Statements and Exhibits, copies of the loan documents
evidencing the refinancing of $190 million of debt of the
Company by The Northwestern Mutual Life Insurance Company,
$175.9 million of which was funded on December 16, 1996.
15
<PAGE> 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
[VICTOR A. HUGHES]
------------------
VICTOR A. HUGHES
CHAIRMAN OF THE BOARD
CHIEF EXECUTIVE OFFICER
Dated: May 8, 1997
[JAMES L. STEPHENS]
-------------------
JAMES L. STEPHENS
VICE PRESIDENT AND
CHIEF ACCOUNTING OFFICER
16
<PAGE> 1
EXHIBIT 11
EARNINGS PER SHARE COMPUTATIONS
(IN THOUSANDS EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTH PERIOD
ENDED MARCH 31,
1997 1996
-------- --------
<S> <C> <C>
EARNINGS PER COMMON AND DILUTIVE
COMMON EQUIVALENT SHARE:
Net Income $ 5,693 $ 3,016
======== ========
Shares:
Weighted average number of common
shares outstanding 20,962 17,802
Weighted average number of additional shares
issuable for common stock equivalents (a) 1,398 775
-------- --------
Adjusted common shares 22,360 18,577
======== ========
EARNINGS PER SHARE $ 0.25 $ 0.16
======== ========
EARNINGS PER COMMON SHARE ASSUMING
FULL DILUTION:
Net Income $ 5,693 $ 3,016
======== ========
Shares:
Weighted average number of common
shares outstanding 20,962 17,802
Weighted average number of additional shares
issuable for all dilutive common stock equivalents (a) 1,398 775
-------- --------
Shares as adjusted for all dilutants 22,360 18,577
======== ========
EARNINGS PER SHARE $ 0.25 $ 0.16
======== ========
</TABLE>
(a) Shares issuable were derived using the "Treasury Stock Method" for all
dilutive common stock equivalents.
<PAGE> 1
EXHIBIT 15
May 7, 1997
Koger Equity, Inc.
3986 Boulevard Center Drive
Jacksonville, Florida 32207
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 periods ended March
31, 1997 and 1996, as indicated in our report dated May 7, 1997; 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 Reports on Form 10-Q for the quarter ended March 31, 1997, is
incorporated by reference in Registration Statement No. 33-55179 on Form S-3,
Registration Statement No. 33-54617 on Form S-8, Registration Statement No.
333-20975 of Koger Equity, Inc. on Form S-3 and Registration Statement No
333-23429 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
Jacksonville, Florida
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The company does not file a classified balance sheet, therefore these not
provided: 5-02(9), 5-02 (21)
</LEGEND>
<MULTIPLIER> 1000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<EXCHANGE-RATE> 1
<CASH> 41,849
<SECURITIES> 0
<RECEIVABLES> 4,929
<ALLOWANCES> 247
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 615,324
<DEPRECIATION> 87,605
<TOTAL-ASSETS> 586,812
<CURRENT-LIABILITIES> 0
<BONDS> 202,250
0
0
<COMMON> 236
<OTHER-SE> 369,774
<TOTAL-LIABILITY-AND-EQUITY> 586,812
<SALES> 0
<TOTAL-REVENUES> 26,943
<CGS> 0
<TOTAL-COSTS> 10,448
<OTHER-EXPENSES> 6,589
<LOSS-PROVISION> 37
<INTEREST-EXPENSE> 4,159
<INCOME-PRETAX> 5,710
<INCOME-TAX> 17
<INCOME-CONTINUING> 5,693
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,693
<EPS-PRIMARY> 0.25
<EPS-DILUTED> 0.25
</TABLE>
