<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 MARCH 31, 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
incorporation or organization) Identification No.)
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 April 30, 2000
Common Stock, $.01 par value 26,568,787 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
March 31, 2000 and December 31, 1999....................................................... 4
Condensed Consolidated Statements of Operations
for the Three Month Periods Ended
March 31, 2000 and 1999.................................................................... 5
Condensed Consolidated Statement of Changes in
Shareholders' Equity for the Three Month Period
Ended March 31, 2000....................................................................... 6
Condensed Consolidated Statements of Cash Flows
for the Three Month Periods Ended March 31, 2000 and 1999.................................. 7
Notes to Condensed Consolidated Financial
Statements for the Three Month Periods
Ended March 31, 2000 and 1999.............................................................. 8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................................................. 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk................................... 12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings............................................................................ 12
Item 5. Other Information............................................................................ 13
Item 6. Exhibits and Reports on Form 8-K............................................................. 15
Signatures ........................................................................................... 16
</TABLE>
2
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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, 2000 and the
related condensed consolidated statements of operations for the three month
periods ended March 31, 2000 and 1999, the condensed consolidated statement of
changes in shareholders' equity for the three month period ended March 31, 2000
and the condensed consolidated statements of cash flows for the three month
periods ended March 31, 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 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 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
April 28, 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>
MARCH 31, DECEMBER 31,
2000 1999
--------- ---------
<S> <C> <C>
ASSETS
Real Estate Investments:
Operating properties:
Land $ 145,615 $ 140,061
Buildings 812,642 784,769
Furniture and equipment 2,751 2,693
Accumulated depreciation (145,280) (137,452)
--------- ---------
Operating properties - net 815,728 790,071
Properties under construction:
Land 4,159 8,347
Buildings 22,776 41,912
Undeveloped land held for investment 14,661 16,034
Undeveloped land held for sale, net of allowance 1,103 1,103
Cash and temporary investments 1,981 --
Accounts receivable, net of allowance for
uncollectible accounts of $348 and $440 10,125 10,512
Investment in Koger Realty Services, Inc. 2,249 2,319
Cost in excess of fair value of net assets acquired,
net of accumulated amortization of $1,068 and $1,025 1,487 1,530
Other assets 14,214 13,911
--------- ---------
TOTAL ASSETS $ 888,483 $ 885,739
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Mortgages and loans payable $ 371,478 $ 351,528
Accounts payable 4,330 12,716
Accrued real estate taxes payable 5,073 1,383
Accrued liabilities - other 11,877 13,162
Dividends payable 9,343 9,370
Advance rents and security deposits 6,978 6,570
--------- ---------
Total Liabilities 409,079 394,729
--------- ---------
Minority interest 23,219 23,184
--------- ---------
Shareholders' equity:
Common stock 290 288
Capital in excess of par value 460,997 457,945
Notes receivable from stock sales (4,695) --
Retained earnings 26,558 30,546
Treasury stock, at cost (26,965) (20,953)
--------- ---------
Total Shareholders' Equity 456,185 467,826
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 888,483 $ 885,739
========= =========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
4
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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,
---------------------------
2000 1999
--------- ---------
<S> <C> <C>
REVENUES
Rental and other rental services $ 41,406 $ 38,121
Management fees 410 590
Interest 56 48
Income (loss) from Koger Realty Services, Inc. (70) 613
--------- ---------
Total revenues 41,802 39,372
--------- ---------
EXPENSES
Property operations 15,422 14,674
Depreciation and amortization 8,535 7,601
Mortgage and loan interest 6,679 5,564
General and administrative 5,108 1,721
Direct cost of management fees 136 440
Other 79 59
--------- ---------
Total expenses 35,959 30,059
--------- ---------
INCOME BEFORE INCOME TAXES AND MINORITY INTEREST 5,843 9,313
Income taxes 155 212
--------- ---------
INCOME BEFORE MINORITY INTEREST 5,688 9,101
Minority interest 333 351
--------- ---------
NET INCOME $ 5,355 $ 8,750
========= =========
EARNINGS PER SHARE:
Basic $ 0.20 $ 0.33
========= =========
Diluted $ 0.20 $ 0.33
========= =========
WEIGHTED AVERAGE SHARES:
Basic 26,796 26,582
========= =========
Diluted 27,095 26,884
========= =========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
5
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KOGER EQUITY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN
SHAREHOLDERS' EQUITY
(UNAUDITED - SEE INDEPENDENT ACCOUNTANTS' REPORT)
(IN THOUSANDS)
<TABLE>
<CAPTION>
COMMON STOCK CAPITAL NOTES TOTAL
---------------- IN EXCESS RECEIVABLE SHARE-
SHARES PAR OF PAR FROM STOCK RETAINED TREASURY HOLDERS'
ISSUED VALUE 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 55 $ (3,284) 3,342 113
Treasury stock purchased (9,659) (9,659)
401(k) Plan contribution 134 128 262
Restricted stock issued (48) (48)
Options exercised 260 2 2,911 (1,411) 177 1,679
Dividends declared (9,343) (9,343)
Net income 5,355 5,355
------ ---- -------- -------- ------- -------- --------
Balance, March 31, 2000 29,016 $290 $460,997 $ (4,695) $26,558 $(26,965) $456,185
====== ==== ======== ======== ======= ======== ========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
6
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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,
---------------------------
2000 1999
--------- ---------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 5,355 $ 8,750
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 8,535 7,601
(Income) loss from Koger Realty Services, Inc. 70 (613)
Provision for uncollectible accounts 210 60
Minority interest 333 351
Gain on sale or disposition of assets -- (4)
Changes in assets and liabilities:
Increase in receivables and other assets (152) (1,787)
Decrease in accounts payable, accrued liabilities
and other liabilities (4,843) (4,025)
--------- ---------
Net cash provided by operating activities 9,508 10,333
--------- ---------
INVESTING ACTIVITIES
Property acquisitions (10) --
Building construction expenditures (5,227) (10,895)
Tenant improvements to first generation space (1,102) (1,090)
Tenant improvements to existing properties (2,050) (2,564)
Building improvements (341) (513)
Energy management improvements -- (3)
Deferred tenant costs (645) (728)
Additions to furniture and equipment (55) (242)
Dividends received from Koger Realty Services, Inc. -- 77
Proceeds from sale of assets -- 7
--------- ---------
Net cash used in investing activities (9,430) (15,951)
--------- ---------
FINANCING ACTIVITIES
Proceeds from exercise of stock options 1,163 225
Proceeds from sales of common stock 113 106
Proceeds from mortgages and loans 34,747 24,624
Dividends paid (9,370) (7,971)
Distributions paid to limited partners (298) (220)
Treasury stock purchased (9,659) (852)
Principal payments on mortgages and loans payable (14,797) (9,959)
Financing costs 4 (78)
--------- ---------
Net cash provided by financing activities 1,903 5,875
--------- ---------
Net increase in cash and cash equivalents 1,981 257
Cash and cash equivalents - beginning of period -- 4,827
--------- ---------
Cash and cash equivalents - end of period $ 1,981 $ 5,084
========= =========
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the period for interest, net of amount capitalized $ 6,601 $ 5,504
========= =========
Cash paid during the period for income taxes $ 155 $ --
========= =========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
7
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KOGER EQUITY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS
ENDED MARCH 31, 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/A 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 three month period
ended March 31, 2000, are not necessarily indicative of the results to be
expected for the full year.
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. Koger-Vanguard Partners, L.P. ("KVP") is a
Delaware limited partnership, for which KE is the general partner.
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.
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. 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 three month period ended March 31,
2000. 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, 2000, the Company contributed 15,557 shares of common
stock to the Company's 401(k) Plan. These shares had a value of approximately
$263,000 based on the closing price of the Company's common stock on the
American Stock Exchange on December 31, 1999. During the three month period
ended March 31, 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
8
<PAGE> 9
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 March 31, 2000, the Company had
$371,478,000 of loans outstanding, which are collateralized by mortgages on
certain operating properties. Annual maturities for mortgages and loans payable
are summarized as follows (in thousands):
<TABLE>
<S> <C>
YEAR ENDING DECEMBER 31,
2000 $ 3,192
2001 119,606
2002 12,704
2003 5,202
2004 5,631
Subsequent Years 225,143
--------
Total $371,478
========
</TABLE>
7. DIVIDENDS. The Company paid a quarterly dividend of $0.35 per share
on February 3, 2000, to shareholders of record on December 31, 1999. During the
quarter ended March 31, 2000, the Company's Board of Directors declared a
quarterly dividend of $0.35 per share payable on May 4, 2000 to shareholders of
record on March 31, 2000. The Company currently expects that all dividends paid
during 2000 will be treated as ordinary income to the recipient for income tax
purposes.
8. STOCK OPTIONS. During the quarter ended March 31, 2000, the Company
granted options to purchase 1,146,000 shares of its common stock. All options
were granted with an exercise price equal to the market value at the date of
grant.
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/A
for the period ended December 31, 1999.
RESULTS OF OPERATIONS.
Rental and other rental services revenues totaled $41,406,000 for the quarter
ended March 31, 2000, compared to $38,121,000 for the quarter ended March 31,
1999. This increase resulted primarily from (i) the increases in the Company's
average rental rate and square feet leased and (ii) increases in the rental
revenues ($3,880,000) from the properties acquired and construction completed
during 1999 and 2000. The effect of these increases was partially offset by the
loss of rental revenues ($3,316,000) caused by the sale of two office parks
during 1999. At March 31, 2000, the Company's buildings were on average 91
percent leased with an average rental rate of $16.95. Excluding the five
buildings which were in the lease-up period at March 31, 2000, the remainder of
the Company's buildings were on average 93 percent leased. At March 31, 1999,
the Company's buildings were on average 89 percent leased with an average rental
rate of $16.09.
9
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Management fee revenues totaled $410,000 for the quarter ended March 31, 2000,
compared to $590,000 for the quarter ended March 31, 1999. This decrease was due
primarily to the decrease 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 $200,000 for the
management and leasing of this property during the quarter ended March 31, 1999.
During March 1999, Centoff sold one of the centers for which the Company had
provided property management services. The Company earned management fee
revenues totaling $181,000 for the management and leasing of this property
during the quarter ended March 31, 1999. Another agreement to manage one
commercial office building was terminated by the Company during February 1999.
During the quarter ended March 31, 1999, the Company earned fees of $21,000 for
the management of this building.
Loss from Koger Realty Services, Inc. totaled $70,000 for the quarter ended
March 31, 2000, compared to Income from Koger Realty Services, Inc. of $613,000
for the quarter ended March 31, 1999. This decrease was due primarily to (i) an
increase in the accrual for compensation expense related to a bonus plan which
is based on KE's common stock price, (ii) an increase in general and
administrative expense and (iii) a decrease in management fee revenues.
Property operations expense includes such charges as utilities, real estate
taxes, janitorial, maintenance, property insurance, provision for uncollectible
rents and management costs. The amount of property operations expense and its
percentage of total rental revenues for the applicable periods are as follows:
<TABLE>
<CAPTION>
PERCENT OF
TOTAL RENTAL
PERIOD AMOUNT REVENUES
------------------------ ----------- ------------
<S> <C> <C>
March 31, 2000 - Quarter $15,422,000 37.2%
March 31, 1999 - Quarter $14,674,000 38.5%
</TABLE>
Property operations expense increased primarily due to (i) an increase in
accruals for real estate taxes, (ii) increased property management costs and
(iii) increases in property operations expense ($1,443,000) 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
($1,445,000) caused by the sale of two office parks during 1999.
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 $852,000 for the three month period ended March
31, 2000, compared to the same period last year, due to the properties acquired
and construction completed during 1999 and 2000. Amortization expense increased
$82,000 for the three month period ended March 31, 2000, compared to the same
period last year, due primarily to deferred tenant costs which were incurred
after March 31, 1999.
Interest expense increased by $1,115,000 during the three month period ended
March 31, 2000, compared to the same period last year, primarily due to the
increase in the average balance of mortgages and loans payable. At March 31,
2000, the weighted average interest rate on the Company's outstanding debt was
approximately 7.9 percent.
General and administrative expenses for the three month periods ended March 31,
2000 and 1999, totaled $5,108,000 and $1,721,000, respectively. This increase is
primarily due to certain non-recurring charges for (i) severance payments made
to the former Chief Executive Officer and the former Chief Financial Officer,
(ii) changes in termination benefits under the supplemental executive retirement
plan, (iii) accrual of payments to retiring directors and (iv) initial fees for
listing on the New York Stock Exchange.
Direct costs of management contracts decreased $304,000 for the three month
period ended March 31, 2000, compared to the same period last year, due to
decreased costs associated with providing property management services for the
Centoff management contract due to the transfer of the management contract for
one of the Centoff centers to KRSI. The Company incurred costs totaling $121,000
for the management and leasing of this property during the quarter ended March
31, 1999. During the quarter ended March 31, 1999, the Company incurred costs
totaling $139,000 for the management and leasing
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of the property which was sold by Centoff.
Net income totaled $5,355,000 for the quarter ended March 31, 2000, compared to
net income of $8,750,000 for the corresponding period of 1999. This decrease was
due to the increases in (i) property operations expense, (ii) depreciation and
amortization expense, (iii) mortgage and loan interest expense, and (iv) general
and administrative expense. These items were partially offset by the increase in
rental and other rental service revenues.
LIQUIDITY AND CAPITAL RESOURCES.
OPERATING ACTIVITIES - During the three months ended March 31, 2000,
the Company generated approximately $9.5 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 March 31, 2000,
leases representing approximately 14.5 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 705 leases for
space in buildings located in 22 of the 25 centers or locations in which the
Company owns buildings. Certain of these tenants may not renew their leases or
may reduce their demand for space. During the three months ended March 31, 2000,
leases were renewed on approximately 58 percent of the Company's usable square
feet which were scheduled to expire during the three month period. For those
leases, which renewed during the three months ended March 31, 2000, the average
rental rate increased from $16.56 to $17.17. However, current market conditions
in certain markets may require that rental rates at which leases are renewed or
at which vacated space is leased be lower than rental rates under existing
leases. Based upon the amount of leases which will expire during 2000 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 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 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 19.3 percent of the Company's leased
space at March 31, 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 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.
The inability of computers, software and other equipment utilizing
microprocessors to recognize and properly process data fields containing a
two-digit year is commonly referred to as the Year 2000 Compliance issue. As
dates in the year 2000 are required, such systems may be unable to accurately
process certain date-based information. The Company has experienced no material
problems with its significant accounting applications during 2000.
The Company completed an assessment of its critical building operating systems
(HVAC, lighting, security and elevators)
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regarding Year 2000 Compliance. This assessment determined that the costs of
dealing with timing devices which are not Year 2000 Compliant would not be
material to the Company's financial position or results of operations. The
Company has experienced no material problems with its building operating systems
during 2000. The total cost to the Company of these Year 2000 Compliance
activities has not been and is not anticipated to be material to its financial
position or results of operations in any given year.
INVESTING ACTIVITIES - At March 31, 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
three month period ended March 31, 2000, the Company's expenditures for
improvements to existing properties decreased $689,000 from the corresponding
period of the prior year due to the decrease in expenditures for tenant
improvements and building improvements.
The Company has four buildings under construction which will contain
approximately 309,500 usable square feet. Expenditures for construction of these
four buildings are expected to total approximately $30.2 million, excluding land
and tenant improvement costs.
FINANCING ACTIVITIES - The Company has a $150 million secured revolving
credit facility ($115 million of which was outstanding on March 31, 2000)
provided by First Union National Bank of Florida, AmSouth Bank, N.A., Citizens
Bank of Rhode Island, Compass Bank and Guaranty Federal Bank. At March 31, 2000,
the Company had 33 office buildings, containing 1,960,200 usable square feet,
which were unencumbered.
Loan maturities and normal amortization of mortgages and loans payable are
expected to total approximately $4.3 million over the next 12 months.
Significant maturities of the Company's mortgages and loans payable do not begin
to occur until 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. The Company has issued $91.6 million of its common stock under
such registration statements.
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/A for the Fiscal Year Ended December 31, 1999.
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 its ability to
pay distributions to its shareholders. The Company has not entered into any
interest rate hedge contracts in order to mitigate the interest rate risk with
respect to the secured revolving credit facility. As of March 31, 2000, the
Company had $115 million outstanding under the secured revolving credit
facility. If the weighted average interest rate on this variable rate debt were
100 basis points higher or lower, annual interest expense would be increased or
decreased by approximately $1.15 million.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
12
<PAGE> 13
ITEM 5. OTHER INFORMATION
(a) The following table sets forth, with respect to each Koger Center or
location at March 31, 2000, gross square feet, usable square feet,
percentage leased, and the average annual rent per usable square foot
leased.
<TABLE>
<CAPTION>
AVERAGE
ANNUAL
GROSS USABLE RENT PER
SQUARE SQUARE PERCENT SQUARE
KOGER CENTER/LOCATION FEET FEET LEASED(1) FOOT(2)
- ---------------------------- ----------- ---------- ---------- --------
<S> <C> <C> <C> <C>
Atlanta Chamblee(3) 1,199,800 981,000 91% $18.12
Atlanta Gwinnett 171,200 139,400 97% 19.83
Atlanta Perimeter 184,000 151,600 100% 21.82
Austin 458,400 370,900 99% 21.78
Birmingham Colonnade(3) 471,200 396,700 81% 17.86
Birmingham Colonnade - Retail 112,600 112,600 94% 11.04
Charlotte Carmel 339,200 283,300 92% 19.19
Charlotte University 190,600 162,000 96% 19.66
Charlotte Vanguard 548,200 481,700 91% 11.84
El Paso(3) 386,000 316,000 86% 16.34
Greensboro South 749,200 610,700 79% 15.98
Greensboro Wendover 98,300 80,300 54% 19.20
Greenville Park Central 161,700 136,000 84% 18.17
Greenville Roper Mt. 431,000 350,900 90% 17.58
Jacksonville Baymeadows 793,400 664,200 98% 13.18(4)
Jacksonville JTB 322,500 276,200 100% 12.70
Memphis Germantown(3) 562,600 461,700 82% 19.45
Orlando Central 699,700 554,400 96% 16.11
Orlando Lake Mary 318,000 269,000 96% 21.88
Orlando University 270,400 222,300 99% 20.07
Richmond Paragon 154,300 127,700 94% 19.56
San Antonio Airport 258,800 200,100 88% 19.08
San Antonio West(3) 1,102,200 906,800 86% 16.10
St. Petersburg 625,700 509,000 92% 16.08
Tallahassee 960,300 789,600 96% 18.85
Tulsa 581,100 476,400 88% 13.24
---------- ----------
Total 12,150,400 10,030,500
=========== ==========
Weighted Average - Total Company 91% $16.95
=== ======
Weighted Average - Operational Buildings 93% $16.88
=== ======
Weighted Average - Buildings in Lease-up 39% $21.56
=== ======
</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, which excludes public
or common areas.
(2) Rental rates are computed by dividing (a) total annualized base rents
(which excludes expense pass-through and reimbursements) for a Koger
Center or location as of March 31, 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.
13
<PAGE> 14
(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 March 31, 2000 and on the terms of leases in effect as of March 31,
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 58
percent of the Company's multi-tenant usable square feet which were
scheduled to expire during the three month period ended March 31, 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 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>
2000 705 1,345,157 14.9% $16.51 $ 22,212,891 14.5%
2001 534 1,769,239 19.6% 16.16 28,599,228 18.7%
2002 402 1,312,430 14.5% 17.76 23,303,833 15.2%
2003 267 1,522,770 16.9% 17.10 26,036,145 17.0%
2004 274 1,417,078 15.7% 16.59 23,505,028 15.4%
2005 49 344,833 3.8% 18.94 6,529,424 4.3%
2006 14 245,972 2.7% 20.71 5,095,260 3.3%
2007 9 296,835 3.3% 15.40 4,571,083 3.0%
2008 11 176,866 2.0% 19.82 3,505,355 2.3%
Other 15 595,987 6.6% 16.23 9,673,499 6.3%
----- ---------- ------ ------------ ------
Total 2,280 9,027,167 100.0% $16.95 $153,031,746 100.0%
===== ========== ====== ====== ============ ======
</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
ENDED MARCH 31,
------------------
2000 1999
-------- --------
<S> <C> <C>
Net Income $ 5,355 $ 8,750
Depreciation - real estate 7,721 6,889
Amortization - deferred tenant costs 448 386
Amortization - goodwill 43 42
Minority Interest 333 351
Gain on sale of furniture and equipment -- (4)
------- --------
Funds from Operations $13,900 $ 16,414
======= ========
</TABLE>
14
<PAGE> 15
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 February 28, 2000, the Company filed a Form 8-K (dated February 17,
2000) reporting under Item 5, Other Events, that the Board of Directors
had (i) appointed Thomas J. Crocker as Chief Executive Officer, (ii)
elected Mr. Crocker to the Company's Board of Directors, and (iii)
appointed Robert E. Onisko as Chief Financial Officer and providing
under Item 7, Financial Statements and Exhibits, copies of Koger
Equity, Inc. News Releases dated February 18, 2000 and February 23,
2000.
15
<PAGE> 16
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
[ROBERT E. ONISKO]
----------------------------
ROBERT E. ONISKO
CHIEF FINANCIAL OFFICER
Dated: May 10, 2000
[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,
---------------------------
2000 1999
--------- ---------
<S> <C> <C>
EARNINGS PER COMMON AND DILUTIVE
POTENTIAL COMMON SHARE:
Net Income $ 5,355 $ 8,750
========= =========
Shares:
Weighted average number of common
shares outstanding - Basic 26,796 26,582
Effect of dilutive securities (a):
Stock options 299 302
--------- ---------
Adjusted common shares - Diluted 27,095 26,884
========= =========
EARNINGS PER SHARE - DILUTED $ 0.20 $ 0.33
========= =========
</TABLE>
(a) Shares issuable were derived using the "Treasury Stock Method" for all
dilutive potential shares.
<PAGE> 1
EXHIBIT 15
May 10, 2000
Koger Equity, Inc.
8880 Freedom Crossing Trail
Jacksonville, Florida 32256
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, 2000 and 1999, as indicated in our report dated April 28, 2000; 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, 2000, is
incorporated by reference in Registration Statement No. 33-55179 of Koger
Equity, Inc. on Form S-3, Registration Statement No. 33-54617 of Koger Equity,
Inc. on Form S-8, Registration Statement No. 333-20975 of Koger Equity, Inc. on
Form S-3, Registration Statement No. 333-23429 of Koger Equity, Inc. on Form
S-8, Registration Statement No. 333-37919 of Koger Equity, Inc. on Form S-3 and
Registration Statement No. 333-33388 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
Certified Public Accountants
Jacksonville, Florida
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF KOGER EQUITY, INC., FOR THE THREE MONTHS ENDED MARCH 31,
2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<EXCHANGE-RATE> 1
<CASH> 1,981
<SECURITIES> 0
<RECEIVABLES> 10,473
<ALLOWANCES> 348
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 1,003,707
<DEPRECIATION> 145,280
<TOTAL-ASSETS> 888,483
<CURRENT-LIABILITIES> 0
<BONDS> 371,478
0
0
<COMMON> 290
<OTHER-SE> 455,895
<TOTAL-LIABILITY-AND-EQUITY> 888,483
<SALES> 0
<TOTAL-REVENUES> 41,802
<CGS> 0
<TOTAL-COSTS> 15,348
<OTHER-EXPENSES> 13,722
<LOSS-PROVISION> 210
<INTEREST-EXPENSE> 6,679
<INCOME-PRETAX> 5,843
<INCOME-TAX> 155
<INCOME-CONTINUING> 5,355
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,355
<EPS-BASIC> 0.20
<EPS-DILUTED> 0.20
</TABLE>
