<PAGE> 1
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, 2000 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 Identification No.)
incorporation or organization)
8880 FREEDOM CROSSING TRAIL
JACKSONVILLE, FLORIDA 32256
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (904) 732-1000
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 October 31, 2000
Common Stock, $.01 par value 26,786,733 shares
<PAGE> 2
KOGER EQUITY, INC. AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
PAGE NO.
<S> <C>
PART I. FINANCIAL INFORMATION
Independent Accountants' Report................................................................................ 3
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets
September 30, 2000 and December 31, 1999.................................................................... 4
Condensed Consolidated Statements of Operations
for the Three and Nine Month Periods Ended
September 30, 2000 and 1999................................................................................. 5
Condensed Consolidated Statement of Changes in
Shareholders' Equity for the Nine Month Period
Ended September 30, 2000 ................................................................................... 6
Condensed Consolidated Statements of Cash Flows
for the Nine Month Periods Ended September 30, 2000 and 1999................................................ 7
Notes to Condensed Consolidated Financial Statements
for the Three and Nine Month Periods Ended
September 30, 2000 and 1999................................................................................. 8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................................................................. 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk................................................ 14
PART II. OTHER INFORMATION
Item 1. Legal Proceedings......................................................................................... 14
Item 5. Other Information......................................................................................... 15
Item 6. Exhibits and Reports on Form 8-K.......................................................................... 17
Signatures......................................................................................................... 18
</TABLE>
2
<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 September 30, 2000 and the
related condensed consolidated statements of operations for the three and nine
month periods ended September 30, 2000 and 1999, the condensed consolidated
statement of changes in shareholders' equity for the nine month period ended
September 30, 2000 and the condensed consolidated statements of cash flows for
the nine month periods ended September 30, 2000 and 1999. 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, 1999, 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 18, 2000, 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, 1999 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
Jacksonville, Florida
October 27, 2000
3
<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>
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------- ------------
<S> <C> <C>
ASSETS
Real Estate Investments:
Operating properties:
Land $ 138,214 $ 140,061
Buildings 800,007 784,769
Furniture and equipment 2,541 2,693
Accumulated depreciation (147,445) (137,452)
--------- ---------
Operating properties - net 793,317 790,071
Properties under construction:
Land 2,128 8,347
Buildings 8,007 41,912
Undeveloped land held for investment 13,899 16,034
Undeveloped land held for sale, net of allowance 76 1,103
Cash and temporary investments 4,096 --
Accounts receivable, net of allowance for uncollectible accounts of $548 and $440 11,717 10,512
Investment in Koger Realty Services, Inc. 2,316 2,319
Cost in excess of fair value of net assets acquired, net of accumulated
amortization of $1,153 and $1,025 1,402 1,530
Other assets 12,316 13,911
--------- ---------
TOTAL ASSETS $ 849,274 $ 885,739
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Mortgages and loans payable $ 336,405 $ 351,528
Accounts payable 3,424 12,716
Accrued real estate taxes payable 10,173 1,383
Accrued liabilities - other 9,138 13,162
Dividends payable 9,374 9,370
Advance rents and security deposits 7,076 6,570
--------- ---------
Total Liabilities 375,590 394,729
--------- ---------
Minority interest 23,275 23,184
--------- ---------
Shareholders' Equity:
Common stock 295 288
Capital in excess of par value 467,664 457,945
Notes receivable from stock sales (6,456) --
Retained earnings 23,040 30,546
Treasury stock, at cost (34,134) (20,953)
--------- ---------
Total Shareholders' Equity 450,409 467,826
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 849,274 $ 885,739
========= =========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
4
<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 NINE MONTH PERIOD
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
----------------------- ------------------------
2000 1999 2000 1999
-------- -------- --------- --------
<S> <C> <C> <C> <C>
REVENUES
Rental and other rental services $ 40,750 $ 39,157 $ 124,287 $116,340
Management fees 604 641 1,255 1,735
Interest 229 189 478 284
Income from Koger Realty Services, Inc. 191 471 352 917
-------- -------- --------- --------
Total revenues 41,774 40,458 126,372 119,276
-------- -------- --------- --------
EXPENSES
Property operations 16,267 16,272 47,964 46,240
Depreciation and amortization 8,760 8,445 25,886 23,734
Mortgage and loan interest 6,882 5,301 20,559 16,313
General and administrative 2,001 2,192 16,088 6,246
Direct cost of management fees 309 374 607 1,037
Other 55 54 191 167
-------- -------- --------- --------
Total expenses 34,274 32,638 111,295 93,737
-------- -------- --------- --------
INCOME BEFORE GAIN ON SALE OR DISPOSITION OF
ASSETS, INCOME TAXES AND MINORITY INTEREST 7,500 7,820 15,077 25,539
Gain on sale or disposition of assets 2,033 3,861 6,437 3,865
-------- -------- --------- --------
INCOME BEFORE INCOME TAXES AND MINORITY INTEREST 9,533 11,681 21,514 29,404
Income taxes (174) (107) (19) 66
-------- -------- --------- --------
INCOME BEFORE MINORITY INTEREST 9,707 11,788 21,533 29,338
Minority interest 361 250 992 926
-------- -------- --------- --------
NET INCOME $ 9,346 $ 11,538 $ 20,541 $ 28,412
======== ======== ========= ========
EARNINGS PER SHARE:
Basic $ 0.35 $ 0.43 $ 0.77 $ 1.07
======== ======== ========= ========
Diluted $ 0.35 $ 0.43 $ 0.76 $ 1.05
======== ======== ========= ========
WEIGHTED AVERAGE SHARES:
Basic 26,710 26,725 26,707 26,664
======== ======== ========= ========
Diluted 26,920 27,101 26,991 27,003
======== ======== ========= ========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
5
<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 NOTES
---------------- CAPITAL IN RECEIVABLE TOTAL
SHARES PAR EXCESS OF FROM STOCK RETAINED TREASURY SHAREHOLDERS'
ISSUED VALUE PAR VALUE SALES EARNINGS STOCK EQUITY
------ ----- ---------- ---------- -------- -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1999 28,756 $288 $457,945 $ 30,546 $(20,953) $467,826
Common stock sold 173 $(5,072) 6,956 2,057
Treasury stock purchased (20,428) (20,428)
401(k) Plan contribution 134 128 262
Restricted stock issued (48) (48)
Options exercised 764 7 9,460 (1,384) 163 8,246
Dividends declared (28,047) (28,047)
Net income 20,541 20,541
------ ---- -------- ------- -------- -------- --------
Balance, September 30, 2000 29,520 $295 $467,664 $(6,456) $ 23,040 $(34,134) $450,409
====== ==== ======== ======= ======== ======== ========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
6
<PAGE> 7
KOGER EQUITY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED - SEE INDEPENDENT ACCOUNTANTS' REPORT)
(IN THOUSANDS)
<TABLE>
<CAPTION>
NINE MONTH PERIOD
ENDED SEPTEMBER 30,
------------------------
2000 1999
-------- ---------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 20,541 $ 28,412
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 25,886 23,734
Income from Koger Realty Services, Inc. (352) (917)
Provision for uncollectible accounts 622 230
Minority interest 992 926
Gain on sale or disposition of assets (6,437) (3,865)
Changes in assets and liabilities:
Increase (decrease) in accounts payable, accrued liabilities
and other liabilities (3,014) 3,201
Increase in receivables and other assets (891) (1,912)
-------- ---------
Net cash provided by operating activities 37,347 49,809
-------- ---------
INVESTING ACTIVITIES
Property acquisitions (10) --
Building construction expenditures (12,075) (42,671)
Tenant improvements to first generation space (3,361) (4,622)
Tenant improvements to existing properties (7,108) (9,382)
Building improvements (2,834) (2,582)
Energy management improvements (196) (20)
Deferred tenant costs (2,495) (1,958)
Additions to furniture and equipment (270) (612)
Dividends received from Koger Realty Services, Inc. 355 365
Proceeds from sales of assets 49,743 68,775
-------- ---------
Net cash provided by investing activities 21,749 7,293
-------- ---------
FINANCING ACTIVITIES
Proceeds from exercise of stock options 7,454 1,613
Proceeds from sales of common stock 2,057 330
Proceeds from mortgages and loans 68,783 118,292
Dividends paid (28,043) (25,301)
Distributions paid to limited partners (901) (794)
Treasury stock purchased (20,428) (852)
Principal payments on mortgages and loans (83,906) (120,203)
Financing costs (16) (503)
-------- ---------
Net cash used in financing activities (55,000) (27,418)
-------- ---------
Net increase in cash and cash equivalents 4,096 29,684
Cash and cash equivalents - beginning of period -- 4,827
-------- ---------
Cash and cash equivalents - end of period $ 4,096 $ 34,511
======== =========
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the period for interest, net of amount capitalized $ 20,717 $ 16,174
======== =========
Cash paid during the period for income taxes $ 155 $ 105
======== =========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
7
<PAGE> 8
KOGER EQUITY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTH PERIODS
ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED - SEE INDEPENDENT ACCOUNTANTS' REPORT)
1. BASIS OF PRESENTATION. The condensed consolidated financial
statements include the accounts of Koger Equity, Inc., its wholly-owned
subsidiaries and Koger-Vanguard Partners, L.P. (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, 1999,
included in the Company's Form 10-K Annual Report for the year ended December
31, 1999. The balance sheet at December 31, 1999, 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 nine month period
ended September 30, 2000, are not necessarily indicative of the results to be
expected for the full year.
In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin (SAB) No. 101, "Revenue Recognition in Financial Statements." The
objective of this SAB is to provide further guidance on revenue recognition
issues in the absence of authoritative literature addressing a specific
arrangement or a specific industry. The Company is required to adopt the
guidance in the SAB no later than the fourth quarter of 2000. Adoption of this
guidance is not expected to have a material impact on the Company's financial
position or results of operations. The SEC has recently indicated it intends to
issue further guidance with respect to adoption of specific issues addressed by
SAB No. 101. Until such time as this additional guidance is issued, the Company
is unable to assess the impact, if any, it may have on its financial position or
results of operations.
In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities". In June 2000, the FASB issued SFAS No. 138,
which amends certain provisions of SFAS 133 to clarify four areas causing
difficulties in implementation. The amendment included expanding the normal
purchase and sale exemption for supply contracts, permitting the offsetting of
certain intercompany foreign currency derivatives and thus reducing the number
of third party derivatives, permitting hedge accounting for foreign-currency
denominated assets and liabilities, and redefining interest rate risk to reduce
sources of ineffectiveness. The Company will adopt SFAS 133 and the
corresponding amendments under SFAS 138 on January 1, 2001. SFAS 133, as amended
by SFAS 138, is not expected to have a material impact on the Company's
consolidated results of operations, financial position or cash flows.
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 self-administered and self-managed. Koger-Vanguard Partners, L.P. ("KVP")
is a Delaware limited partnership, for which KE is the general partner. Koger
Equity's common stock is listed on the New York Stock Exchange under the ticker
symbol KE.
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 eight office buildings owned by
Centoff Realty Company, Inc. ("Centoff"), a subsidiary of Morgan Guaranty Trust
Company of New York.
8
<PAGE> 9
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 Internal Revenue 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. 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
be used to reduce REIT taxable income, are limited for alternative minimum tax
purposes. Since the Company had no REIT taxable income during 1999 and does not
expect to have REIT taxable income during 2000, no provision has been made for
Federal income taxes. However, the Company has recorded a provision of $130,000
for alternative minimum tax for the nine month period ended September 30, 2000.
In addition, the Company has recorded a receivable of $147,000 for the refund of
alternative minimum taxes paid for 1999.
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 nine
month period ended September 30, 2000, the Company contributed 15,557 shares of
common stock to the Company's 401(k) Plan. These shares had a value of
approximately $262,000 based on the closing price of the Company's common stock
on the American Stock Exchange on December 31, 1999. During the nine month
period ended September 30, 1999, the Company contributed 15,603 shares of common
stock to the Company's 401(k) Plan. These shares had a value of approximately
$268,000 based on the closing price of the Company's common stock on the
American Stock Exchange on December 31, 1998. In addition, the Company issued
19,695 shares of common stock as payment for certain 1998 bonuses for senior
management. These shares had a value of approximately $285,000 based on the
closing price of the Company's common stock on the American Stock Exchange on
February 18, 1999.
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 September 30, 2000, the
Company had $336,405,000 of loans outstanding, which are collateralized by
mortgages on certain operating properties. In conjunction with the sale of the
El Paso Center, the Company amended the $89.5 million promissory note with
Northwestern Mutual Life Insurance Company ("Northwestern"). This amendment
provided for the release of the El Paso Center from the collateral for this loan
and required that collateral properties be substituted within 180 days. Until
collateral is substituted, $9 million of the outstanding balance of this loan
will be subject to recourse to the Company. If collateral is not substituted
within 180 days, the Company will be required to make a prepayment of principal
in the amount of $9 million plus pay yield maintenance on this amount. Annual
maturities for mortgages and loans payable are as follows (in thousands):
<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31,
------------------------
<S> <C> <C>
2000 $ 1,463
2001 86,633
2002 12,722
2003 5,238
2004 5,674
Subsequent Years 224,675
--------
Total $336,405
</TABLE> ========
9
<PAGE> 10
7. DIVIDENDS. The Company paid the following dividends during the
nine months ended September 30, 2000:
<TABLE>
<CAPTION>
PAYMENT DATE RECORD DATE DIVIDEND PER SHARE
---------------- ----------------- ------------------
<S> <C> <C>
February 3, 2000 December 31, 1999 $0.35
May 4, 2000 March 31, 2000 $0.35
August 3, 2000 June 30, 2000 $0.35
</TABLE>
During the quarter ended September 30, 2000, the Company's Board of Directors
declared a quarterly dividend of $0.35 per share payable on November 2, 2000, to
shareholders of record on September 30, 2000. A portion of the dividends paid
during 2000 may be treated as return of capital for income tax purposes.
8. NOTES RECEIVABLE FROM STOCK SALES. During February 2000, the
Company's Board of Directors (the "Board") approved a program to lend up to $2.5
million to executive officers and department heads for the purpose of exercising
options. The loans have a term of 60 months and bear interest at 150 basis
points over the applicable LIBOR rate. Through September 30, 2000, options have
been exercised to acquire 185,027 shares of common stock under this program.
In conjunction with the Company's plan to repurchase up to 2.65 million shares
of common stock (the "Shares"), the Board granted to Thomas Crocker, Chief
Executive Officer, the right to purchase up to 500,000 Shares and to Robert
Onisko, Chief Financial Officer, the right to purchase up to 150,000 Shares.
These officers are entitled to make purchases of one Share of every three Shares
purchased by the Company as part of this plan. The Shares may be purchased at
the same time and for the same prices as the Company purchases Shares. In
addition, the Company will loan up to 75 percent of the purchase price for these
Shares to Mr. Crocker and Mr. Onisko. These loans will be collateralized by the
Shares purchased and will bear interest at 150 basis points over the applicable
LIBOR rate. Approximately $836,000 of these loans are subject to recourse and
the remaining loans will be without recourse. Accrued interest on these loans is
a recourse obligation and any paid interest is not refundable if the stock is
returned in settlement of the loans. Through September 30, 2000, Mr. Crocker
acquired 302,495 Shares and Mr. Onisko acquired 100,831 Shares under this plan.
9. SHAREHOLDER RIGHTS PLAN. On September 30, 1990, the Board of
Directors of the Company declared a dividend of distribution of one right to
purchase one share of common stock of the Company on each share of common stock
outstanding on October 11, 1990 (the "Rights"). This distribution was done
pursuant to a Shareholder Rights Plan (the "Plan") adopted by the Board on
September 30, 1990. The Rights were issued pursuant to a Common Stock Rights
Agreement (the "Rights Agreement") which, under its terms, was scheduled to
expire along with the Rights on September 30, 2000. Pursuant to an amendment to
the Rights Agreement dated as of August 17, 2000 between the Company and its
successor Rights Agent (the "Rights Agent"), the Rights Agreement and the Rights
have been extended 10 years, through September 30, 2010.
10. SUBSEQUENT EVENTS. The Company reached an agreement with
Crocker Realty Trust to provide management services for the 6.1 million square
foot portfolio of Crocker Realty Trust subject to documentation. During November
2000, the agreement with Centoff to manage eight office buildings was terminated
due to the sale of these buildings by Centoff.
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, 1999.
RESULTS OF OPERATIONS.
Rental and other rental services revenues totaled $40,750,000 for the
quarter ended September 30, 2000, compared to $39,157,000 for the quarter ended
September 30, 1999. This increase in rental revenues resulted primarily from (i)
increases in the Company's average rental rate and (ii) increases in rental
revenues ($4,323,000) from the properties acquired and construction
10
<PAGE> 11
completed during 1999 and 2000. The effect of these increases was partially
offset by the reduction of rental revenues ($3,932,000) caused by the sale of
two office parks during 1999 and two office parks during 2000. At September 30,
2000, the Company's buildings were on average 90 percent leased with an average
rental rate of $17.87. Excluding the four buildings which were in the lease-up
period at September 30, 2000, the remainder of the Company's buildings were on
average 92 percent leased. At September 30, 1999, the Company's buildings were
on average 92 percent leased with an average rental rate of $16.81. Rental and
other rental services revenues increased to $124,287,000 during the nine month
period ended September 30, 2000, compared to $116,340,000 during the same period
last year. This increase resulted primarily from (i) increases in the Company's
average rental rate and (ii) increases in rental revenues ($12,443,000) from the
properties acquired and construction completed during 1999 and 2000. The effect
of these increases was partially offset by the reduction of rental revenues
($10,781,000) caused by the sale of office parks as described above.
Management fee revenues totaled $604,000 for the quarter ended September 30,
2000, compared to $641,000 for the quarter ended September 30, 1999. This
decrease was due to the reduction in fees earned under the management contract
with Centoff due to the management contract for one of the Centoff centers being
transferred from the Company to Koger Realty Services, Inc. ("KRSI") on January
1, 2000. The Company earned management fee revenues totaling $153,000 for the
management and leasing of this property during the quarter ended September 30,
1999. Management fee revenues decreased to $1,255,000 during the nine month
period ended September 30, 2000, compared to $1,735,000 during the same period
last year, due to the reduction in fees earned under the management contract
with Centoff. During the nine months ended September 30, 1999, the Company
earned management fee revenues totaling $834,000 under agreements which were
terminated during 1999.
Income from Koger Realty Services, Inc. totaled $191,000 for the quarter ended
September 30, 2000, compared to $471,000 for the quarter ended September 30,
1999. This decrease was due primarily to the increase in the accrual for
compensation expense related to a bonus plan which is based on KE's common stock
price. For the nine months ended September 30, 2000, income from Koger Realty
Services, Inc. declined $565,000, compared to the same period last year,
primarily due to an increase in general and administrative expenses.
Property operations expense includes charges for 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:
<TABLE>
<CAPTION>
PERCENT OF TOTAL
PERIOD AMOUNT RENTAL REVENUES
---------------------------- ----------- ----------------
<S> <C> <C>
September 30, 2000 - Quarter $16,267,000 39.9%
September 30, 1999 - Quarter 16,272,000 41.6%
September 30, 2000 - Nine Months 47,964,000 38.6%
September 30, 1999 - Nine Months 46,240,000 39.7%
</TABLE>
For the nine months ended September 30, 2000, property operations expense
increased primarily due to (i) increased accruals for real estate taxes, (ii)
increased accruals to provision for uncollectible accounts and (iii) increases
in property operations expense ($4,959,000) for the properties acquired and
construction completed during 1999 and 2000. The effect of these increases was
partially offset by the decline in property operations expense ($4,799,000)
caused by the sale of two office parks during 1999 and two office parks during
2000.
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 $679,000 and $2,378,000, respectively, for the
three and nine month periods ended September 30, 2000, compared to the same
periods last year, due to the properties acquired and construction completed
during 1999 and 2000. Amortization expense decreased $364,000 and $226,000,
respectively, for the three and nine month periods ended September 30, 2000,
compared to the same periods last year, due primarily to amortization of
deferred tenant costs related to properties sold during 1999.
11
<PAGE> 12
Interest expense increased by $1,581,000 and $4,246,000, respectively, during
the three and nine month periods ended September 30, 2000, compared to the same
periods last year, primarily due to the increase in the average balance of
mortgages and loans payable. At September 30, 2000, the weighted average
interest rate on the Company's outstanding debt was approximately 8.04 percent.
General and administrative expenses for the three month periods ended September
30, 2000 and 1999, totaled $2,001,000 and $2,192,000, respectively. This
decrease is primarily due to a reduction in legal and other professional fees.
General and administrative expenses for the nine month periods ended September
30, 2000 and 1999, totaled $16,088,000 and $6,246,000, respectively. This
increase is primarily due to certain non-recurring charges for (i) costs of a
corporate reorganization ($6,832,000), (ii) severance payments made to certain
former senior executives ($2,562,000), (iii) changes in termination benefits
under the supplemental executive retirement plan ($584,000), (iv) payments to
retiring directors ($138,000) and (v) initial fees for listing on the New York
Stock Exchange ($161,000).
Direct costs of management contracts decreased $65,000 for the three month
period ended September 30, 2000, compared to the same period last year, due to
decreased costs associated with providing property management services for the
Centoff management contract caused by the transfer of the management contract
for one of the Centoff centers to KRSI. The Company incurred costs totaling
$126,000 for the management and leasing of this property during the quarter
ended September 30, 1999. Compared to the prior year, direct costs of management
contracts decreased $430,000 for the nine months ended September 30, 2000. The
Company incurred costs totaling $428,000, during the nine months ended September
30, 1999, for the management and leasing of (i) the property for which the
management contract was transferred to KRSI and (ii) the property which was sold
by Centoff during 1999.
Net income totaled $9,346,000 for the quarter ended September 30, 2000, compared
to net income of $11,538,000 for the corresponding period of 1999. This decrease
is due primarily to (i) an increase in interest expense, (ii) an increase in
depreciation expense and (iii) a decrease in gain on sale or disposition of
assets. These items were partially offset by increases in rental revenues. Net
income decreased $7,871,000 during the nine month period ended September 30,
2000, compared to the same period last year. This decrease is due primarily to
increases in (i) general and administrative expenses due to corporate
reorganization costs, (ii) property operations expense, (iii) interest expense
and (iv) depreciation expense. These items were partially offset by increases in
(i) gain on sale or disposition of assets and (ii) rental revenues.
LIQUIDITY AND CAPITAL RESOURCES.
OPERATING ACTIVITIES - During the nine months ended September 30, 2000,
the Company generated approximately $37.3 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. 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 2000.
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 September 30,
2000, leases representing approximately 6.2 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 2000. This represents 215
leases for space in buildings located in 18 of the 23 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 nine months ended
September 30, 2000, leases were renewed on approximately 53 percent of the
Company's usable square feet, which were scheduled to expire during the nine
month period. For those leases which were renewed, the average rental rate
increased from $16.82 to $18.31, an increase of 8.9 percent. Based upon the
number
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<PAGE> 13
of leases which will expire during 2000 and 2001 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 continues to benefit 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 and
southwestern regions of the United States offer excellent 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 and rental rates for the Company's buildings.
Governmental tenants (including the State of Florida and the United States
Government) which account for approximately 19.8 percent of the Company's leased
space at September 30, 2000, 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 Company's private sector tenants may reduce their
need for office space in the future.
INVESTING ACTIVITIES - At September 30, 2000, 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
nine month period ended September 30, 2000, the Company's expenditures for
improvements to existing properties decreased $1,846,000 from the corresponding
period of the prior year primarily due to a decrease in expenditures for tenant
improvements. This decrease in expenditures for tenant improvements was
primarily due to (i) the sale of two office parks during the third quarter of
1999 and (ii) fewer leased square feet expiring during the first nine months of
2000 compared to 1999.
On June 1, 2000, the Company sold the Tulsa Center (containing 476,400 usable
square feet and 10 acres of undeveloped land) for approximately $28,844,000, net
of selling costs. The Company sold approximately 5.6 acres of unimproved land
located in Richmond, Virginia for approximately $799,000, net of selling costs,
on July 10, 2000. On August 11, 2000, the Company sold the El Paso Center
(containing 315,600 usable square feet) for approximately $20,077,000, net of
selling costs. The sale of these properties when combined with certain property
adjustments resulted in a gain of $6,437,000.
The Company has two buildings under construction, which will contain
approximately 148,000 usable square feet. Expenditures for construction of these
two buildings are expected to total approximately $14.9 million, excluding land
and tenant improvement costs.
FINANCING ACTIVITIES - The Company has a $150 million secured revolving
credit facility ($82 million of which was outstanding on September 30, 2000 at a
weighted average interest rate of 8.07 percent) provided by First Union National
Bank of Florida, AmSouth Bank, N.A., Citizens Bank of Rhode Island, Compass Bank
and Guaranty Federal Bank.
Loan maturities and normal amortization of mortgages and loans payable are
expected to total approximately $4.9 million over the next 12 months. However,
the Company's secured revolving credit facility will mature in December 2001.
The Company has filed shelf registration statements with respect to the possible
issuance of up to $300 million of its common and/or preferred stock and the
Company has issued $91.6 million of its common stock under such registration
statements. At September 30, 2000, the Company had 20 office buildings,
containing approximately 1.6 million usable square feet, which were
unencumbered.
The foregoing discussion contains forward-looking statements concerning 2000.
The actual results of operations for 2000 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 Private Securities Litigation Reform Act of 1995" in the Company's Annual
Report on Form 10-K for the Fiscal Year Ended December 31, 1999.
13
<PAGE> 14
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
INTEREST RATE RISK. The Company currently has a $150 million secured
revolving credit facility with variable interest rates. 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 the amount of
distributions to its shareholders. The Company has not entered into any interest
rate hedge contracts to mitigate this interest rate risk. As of September 30,
2000, the Company had $82 million outstanding under the secured revolving credit
facility. If the weighted average interest rate on this variable rate debt
changes 100 basis points higher or lower, annual interest expense would be
increased or decreased by approximately $820,000.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
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<PAGE> 15
ITEM 5. OTHER INFORMATION
(a) The following table sets forth, with respect to each Koger Center or
location at September 30, 2000, gross square feet, usable square feet,
percentage leased, and the average annual rent per usable square foot
leased.
<TABLE>
<CAPTION>
AVERAGE
ANNUAL
RENT PER
GROSS USABLE PERCENT SQUARE
KOGER CENTER/ LOCATION SQUARE FEET SQUARE FEET LEASED (1) FOOT (2)
---------------------- ----------- ----------- ---------- --------
<S> <C> <C> <C> <C>
Atlanta Chamblee 1,199,800 986,133 97% $ 19.18
Atlanta Gwinnett (3) 274,400 228,176 81% 20.31
Atlanta Perimeter 184,000 150,789 94% 23.68
Austin 458,400 371,048 100% 22.64
Birmingham Colonnade (3) 471,200 393,926 80% 18.16
Birmingham Colonnade-Retail 112,600 112,186 70% 12.01
Charlotte Carmel 339,200 285,539 95% 19.60
Charlotte University 190,600 161,805 98% 19.90
Charlotte Vanguard 548,200 484,199 89% 16.12
Greensboro South 749,200 611,895 81% 16.31
Greensboro Wendover 98,300 78,936 69% 19.34
Greenville Park Central 161,700 138,796 84% 18.57
Greenville Roper Mt 431,000 350,313 87% 17.94
Jacksonville Baymeadows 793,400 664,245 99% 13.15(4)
Jacksonville JTB 322,500 276,544 100% 13.28
Memphis Germantown (3) 562,600 459,679 90% 19.84
Orlando Central 699,700 552,284 96% 16.49
Orlando Lake Mary 318,000 268,472 96% 22.10
Orlando University 337,800 276,966 100% 19.70
Richmond Paragon 154,300 126,593 98% 19.91
San Antonio Airport 258,800 203,373 91% 19.97
San Antonio West 1,102,200 919,399 87% 16.57
St. Petersburg (3) 715,500 587,265 78% 16.50
Tallahassee 960,300 788,498 89% 19.00
---------- ---------
Total 11,443,700 9,477,059
========== =========
Weighted Average - Total Company 90% $17.87
===== ======
Weighted Average - Operational Buildings 92% $17.79
===== ======
Weighted Average - Buildings in Lease-up 48% $21.82
===== ======
</TABLE>
(1) The percent leased rates have been calculated by dividing total
multi-tenant usable square feet leased in an office building by
multi-tenant usable square feet in such building.
(2) Rental rates are computed by dividing (a) total annualized base rents
(which excludes expense pass-throughs and reimbursements) for a Koger
Center or location as of September 30, 2000 by (b) the multi-tenant
usable square feet applicable to such total annualized rents.
(3) Includes a building which is currently in the lease-up period.
(4) Excludes corporate office space from calculation. Includes the effect
of three net leases where tenants lease the entire building and pay
certain operating costs in addition to base rent.
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<PAGE> 16
(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 2000 and calendar years 2001 through 2008, (ii) the total
multi-tenant usable area in square feet covered by such leases, (iii)
the percentage of total multi-tenant usable square feet represented by
such leases, (iv) the average annual rent per square foot for such
leases, (v) the current annualized rents represented by such leases,
and (vi) the percentage of gross annualized rents contributed by such
leases. This information is based on the buildings owned by the Company
on September 30, 2000 and on the terms of leases in effect as of
September 30, 2000, 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 53 percent of the Company's multi-tenant usable square
feet, which were scheduled to expire during the nine month period ended
September 30, 2000.
<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 FOOT UNDER RENTS UNDER REPRESENTED BY
PERIOD EXPIRING EXPIRING EXPIRING LEASES EXPIRING LEASES EXPIRING LEASES EXPIRING LEASES
------ --------- ----------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
2000 215 542,132 6.5% $ 17.33 $ 9,394,204 6.2%
2001 532 1,686,801 20.1% 16.66 28,109,272 18.7%
2002 382 1,230,881 14.6% 18.37 22,613,672 15.1%
2003 375 1,548,933 18.4% 18.22 28,214,847 18.8%
2004 251 1,336,683 15.9% 17.39 23,244,749 15.5%
2005 114 670,529 8.0% 19.56 13,116,132 8.7%
2006 12 229,375 2.7% 20.88 4,788,752 3.2%
2007 9 290,289 3.5% 17.05 4,948,804 3.3%
2008 13 228,915 2.7% 19.52 4,468,346 3.0%
Other 17 634,939 7.6% 17.64 11,199,281 7.5%
----- --------- ----- --------- ------------ -----
Total 1,920 8,399,477 100.0% $ 17.87 $150,098,059 100.0%
===== ========= ===== ========= ============ =====
</TABLE>
(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 Nine Month Period
Ended September 30, Ended September 30,
--------------------------- ---------------------------
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net Income $ 9,346 $ 11,538 $ 20,541 $ 28,412
Depreciation - real estate 7,889 7,204 23,348 21,007
Amortization - deferred tenant costs 500 874 1,431 1,702
Amortization - goodwill 43 42 128 127
Minority interest 361 250 992 926
Gain on sale of operating properties (1,709) (3,861) (6,385) (3,861)
Gain on sale or disposition of
non-operating assets (324) -- (52) (4)
-------- -------- -------- --------
Funds from Operations $ 16,106 $ 16,047 $ 40,003 $ 48,309
======== ======== ======== ========
</TABLE>
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
EXHIBIT
NUMBER DESCRIPTION
3(a) Articles of Amendment and Restatement of Articles of
Incorporation of Koger Equity, Inc., dated May 18,
2000.
3(b) Koger Equity, Inc. By-Laws, as Amended and Restated
on February 17, 2000.
4(b)(1)(G) Sixth Amendment to Rights Agreement, dated as of
August 17, 2000, between Koger Equity, Inc. and Wells
Fargo Bank Minnesota, N.A., as successor Rights
Agent. Incorporated by reference to Exhibit 4(1) to
an Amendment on Form 8-A/A, dated August 17, 2000, to
the Registration Statement of the Registrant on Form
8-A, dated January 28, 2000 (File No. 1-9997).
10(a)(5) Koger Equity, Inc. 1998 Equity and Cash Incentive
Plan, as Amended and Restated. Incorporated by
reference to Exhibit A to Registrant's Proxy
Statement, dated April 18, 2000 (File No. 1-9997).
10(j)(2)(E) First Amendment of Tranche B Promissory Note, dated
August 11, 2000, between Koger Equity, Inc. and The
Northwestern Mutual Life Insurance Company.
11 Earnings Per Share Computations.
15 Letter re: Unaudited interim financial information.
27 Financial Data Schedule (for SEC use only).
(b) Reports on Form 8-K On August 16, 2000, the Company filed a Form 8-K
(dated June 6, 2000) reporting under Item 5, Other Events, the sale of
the Company's office center in Tulsa, Oklahoma and providing under Item
7, Financial Statements and Exhibits, Koger Equity, Inc. News Release
dated June 6, 2000.
On August 16, 2000, the Company filed a Form 8-K reporting under Item
5, Other Events, the sale of the Company's office center in El Paso,
Texas and providing under Item 7, Financial Statements and Exhibits,
Koger Equity, Inc. News Release dated August 16, 2000.
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<PAGE> 18
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
/s/ ROBERT E. ONISKO
--------------------------
ROBERT E. ONISKO
CHIEF FINANCIAL OFFICER
Dated: November 10, 2000
/s/ JAMES L. STEPHENS
--------------------------
JAMES L. STEPHENS
VICE PRESIDENT AND
CHIEF ACCOUNTING OFFICER
18
