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, 2003 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.)
225 NE MIZNER BOULEVARD, SUITE 200
BOCA RATON, FLORIDA 33432
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (561) 395-9666
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at April 30, 2003
Common Stock, $.01 par value 21,309,133 shares
KOGER EQUITY, INC. AND SUBSIDIARIES
INDEX
PAGE NO.
PART I. FINANCIAL INFORMATION
Independent Accountants' Report............................................................... 3
Item 1. Financial Statements (Unaudited):
Condensed Consolidated Balance Sheets--
March 31, 2003 and December 31, 2002....................................................... 4
Condensed Consolidated Statements of Operations
for the Three Months Ended
March 31, 2003 and 2002.................................................................... 5
Condensed Consolidated Statement of Changes in
Shareholders' Equity for the Three Months
Ended March 31, 2003 ...................................................................... 6
Condensed Consolidated Statements of Cash Flows
for the Three Months Ended March 31, 2003 and 2002......................................... 7
Notes to Condensed Consolidated Financial
Statements for the Three Months
Ended March 31, 2003 and 2002.............................................................. 8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations ................................................................. 14
Item 3. Quantitative and Qualitative Disclosures About Market Risk ................................... 17
Item 4. Controls and Procedures ...................................................................... 17
PART II. OTHER INFORMATION
Item 1. Legal Proceedings............................................................................ 18
Item 5. Other Information............................................................................ 18
Item 6. Exhibits and Reports on Form 8-K............................................................. 20
Signatures and Certification.......................................................................... 22, 23
2
INDEPENDENT ACCOUNTANTS' REPORT
To the Board of Directors and Shareholders of
Koger Equity, Inc.
Boca Raton, Florida:
We have reviewed the accompanying condensed consolidated balance sheet of Koger
Equity, Inc. and subsidiaries (the "Company") as of March 31, 2003, and the
related condensed consolidated statements of operations for the three-month
periods ended March 31, 2003 and 2002, the condensed consolidated statement of
changes in shareholders' equity for the three-month period ended March 31, 2003
and the condensed consolidated statements of cash flows for the three-month
periods ended March 31, 2003 and 2002. 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, 2002, 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 21, 2003, 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, 2002 is fairly stated, in all
material respects, in relation to the consolidated balance sheet from which it
has been derived.
DELOITTE & TOUCHE LLP
Certified Public Accountants
West Palm Beach, Florida
April 18, 2003
3
KOGER EQUITY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited - See Independent Accountants' Report)
(In thousands, except share data)
March 31, December 31,
2003 2002
------------ ------------
ASSETS
Real Estate Investments:
Operating properties:
Land $ 110,653 $ 110,653
Buildings 779,914 783,185
Furniture and equipment 3,488 3,320
Accumulated depreciation (157,023) (149,830)
------------ -----------
Operating properties, net 737,032 747,328
Undeveloped land held for investment 9,995 9,995
Undeveloped land held for sale, net of allowance 3,831 3,831
Cash and cash equivalents 5,893 4,627
Restricted cash 13,191 13,340
Accounts receivable, net of allowance for
uncollectible accounts of $1,331 and $1,280 12,657 12,183
Cost in excess of fair value of net assets acquired,
net of accumulated amortization 595 595
Other assets 18,091 13,186
----------- -----------
TOTAL ASSETS $ 801,285 $ 805,085
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Mortgages and loans payable $ 431,660 $ 431,698
Accounts payable 2,486 3,801
Accrued real estate taxes payable 4,022 147
Other accrued liabilities 9,969 13,435
Dividends payable 7,458 7,453
Advance rents and security deposits 5,678 5,483
----------- -----------
Total Liabilities 461,273 462,017
----------- -----------
Commitments and contingencies -- --
----------- -----------
Shareholders' Equity:
Preferred stock, $.01 par value; 50,000,000 shares
authorized; no shares issued -- --
Common stock, $.01 par value; 100,000,000 shares
authorized; 29,835,232 and 29,826,632 shares
issued; 21,307,636 and 21,294,894 shares outstanding 298 298
Capital in excess of par value 472,253 472,156
Notes receivable from stock sales to officers (5,266) (5,266)
Accumulated other comprehensive loss (212) (212)
Retained earnings 4,626 7,813
Treasury stock, at cost; 8,527,596 and 8,531,738 shares (131,687) (131,721)
----------- -----------
Total Shareholders' Equity 340,012 343,068
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 801,285 $ 805,085
=========== ===========
See notes to unaudited condensed consolidated financial statements.
4
KOGER EQUITY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited - See Independent Accountants' Report)
(In thousands, except per share data)
Three Months
Ended March 31,
2003 2002
--------- ---------
Revenues
Rental and other rental services $ 36,280 $ 30,595
Management fees 205 788
Other 5 3
--------- ---------
Total operating revenues 36,490 31,386
--------- ---------
Expenses
Property operations 13,349 10,459
Depreciation and amortization 8,456 6,522
General and administrative 2,943 2,510
Direct cost of management fees 86 1,011
Other 36 32
--------- ---------
Total operating expenses 24,870 20,534
--------- ---------
Operating Income 11,620 10,852
--------- ---------
Other Income and Expense
Interest 54 145
Mortgage and loan interest, including amortization
of deferred loan costs of $357 and $289 (7,403) (5,795)
---------- ---------
Total other income and expense (7,349) (5,650)
---------- ---------
Income Before Gain on Sale or Disposition of
Assets, Income Taxes and Minority Interest 4,271 5,202
Gain on sale or disposition of assets -- 1
--------- ---------
Income Before Income Taxes and Minority Interest 4,271 5,203
Income tax provision -- 32
--------- ---------
Income Before Minority Interest 4,271 5,171
Minority interest -- 20
--------- ---------
Net Income $ 4,271 $ 5,151
========= =========
Earnings Per Share:
Basic $ 0.20 $ 0.24
========= =========
Diluted $ 0.20 $ 0.24
========= =========
Weighted Average Shares:
Basic 21,299 21,159
========= =========
Diluted 21,327 21,350
========= =========
See Notes to unaudited condensed consolidated financial statements.
5
KOGER EQUITY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN
SHAREHOLDERS' EQUITY
(Unaudited - See Independent Accountants' Report)
(In thousands)
Common Stock Capital Notes Accumulated Total
------------ in Excess Receivable Other Share-
Shares Par of Par from Stock Comprehensive Retained Treasury holders'
Issued Value Value Sales Loss Earnings Stock Equity
------ ----- --------- --------- -------------- --------- --------- ----------
BALANCE,
DECEMBER 31, 2002 29,826 $298 $472,156 $(5,266) $(212) $7,813 $(131,721) $343,068
Common stock sold 30 34 64
Options exercised 9 -- 67 67
Dividends declared (7,458) (7,458)
Net income 4,271 4,271
------ ---- -------- -------- ------ ------ ---------- --------
BALANCE,
MARCH 31, 2003 29,835 $298 $472,253 $(5,266) $(212) $4,626 $(131,687) $340,012
====== ==== ======== ======== ====== ====== ========== ========
See notes to unaudited condensed consolidated financial statements.
6
KOGER EQUITY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited - See Independent Accountants' Report)
(In thousands)
Three Months
Ended March 31,
2003 2002
---------- ---------
OPERATING ACTIVITIES
Net income $ 4,271 $ 5,151
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 8,456 6,522
Amortization of deferred loan costs 357 289
Provision for uncollectible accounts 51 84
Minority interest -- 20
Gain on sale or disposition of assets -- (1)
Changes in assets and liabilities:
(Increase) decrease in receivables and other assets (146) 611
Decrease in accounts payable, accrued liabilities
and other liabilities (711) (1,476)
---------- ---------
Net cash provided by operating activities 12,278 11,200
---------- ---------
INVESTING ACTIVITIES
Property acquisitions -- (125,346)
Tenant improvements to first generation space (1,146) (178)
Tenant improvements to existing properties (1,253) (906)
Building improvements (661) (965)
Deferred tenant costs (573) (113)
(Additions to) disposals of furniture and equipment (168) 149
Change in restricted cash 149 --
Purchase of limited partner interests in Koger-Vanguard Partnership, L.P. -- (16,465)
Proceeds from sale of assets -- 1
--------- ---------
Net cash used in investing activities (3,652) (143,823)
--------- ---------
FINANCING ACTIVITIES
Proceeds from exercise of stock options 67 1,393
Proceeds from sales of common stock 64 66
Proceeds from mortgages and loans 20,000 80,000
Principal payments on mortgages and loans payable (20,038) (1,268)
Dividends paid (7,453) (44,159)
Distributions paid to limited partners -- (398)
Refund of financing costs -- 80
--------- ---------
Net cash (used in) provided by financing activities (7,360) 35,714
--------- ---------
Net increase (decrease) in cash and cash equivalents 1,266 (96,909)
Cash and cash equivalents - beginning of period 4,627 113,370
--------- ---------
Cash and cash equivalents - end of period $ 5,893 $ 16,461
========= =========
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the period for interest $ 6,679 $ 5,203
========= =========
Cash paid during the period for income taxes $ -- $ 426
========= =========
See notes to unaudited condensed consolidated financial statements.
7
KOGER EQUITY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS
ENDED MARCH 31, 2003 AND 2002
(Unaudited - See Independent Accountants' Report)
1. BASIS OF PRESENTATION. The condensed consolidated financial statements
include the accounts of Koger Equity, Inc. and its wholly-owned subsidiaries
(the "Company" or "KE"). All material intercompany transactions and accounts
have been eliminated in consolidation. The financial statements have been
prepared in accordance with the rules and regulations of the Securities and
Exchange Commission related to interim financial statements.
During January 2002, the Company acquired all of the remaining limited
partnership units in Koger-Vanguard Partners, L.P., a Delaware limited
partnership (the "Partnership" or "KVP"), for approximately $16.5 million. These
partnership units were convertible into 999,710 shares of the Company's common
stock. The Company previously consolidated the Partnership with an associated
minority interest. The acquisition of this minority interest was recorded using
the purchase method of accounting. As a result, the excess of the fair value of
the acquired net assets over the purchase price (approximately $6.2 million) was
recorded as a reduction in the bases of the acquired fixed assets.
The accompanying condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes thereto for the
year ended December 31, 2002, included in the Company's Form 10-K Annual Report
for the year ended December 31, 2002. The accompanying balance sheet at December
31, 2002 has been derived from the audited financial statements at that date and
is condensed.
All adjustments which, in the opinion of management, are necessary to fairly
present the results for the interim periods have been made. Certain prior year
amounts have been reclassified in order to conform to current year presentation.
Results of operations for the three months ended March 31, 2003 are not
necessarily indicative of the results to be expected for the full year.
New Accounting Standards. Statement of Financial Accounting Standards
("SFAS") No. 142 discontinues the practice of amortizing goodwill and indefinite
lived intangible assets and initiates an annual review for impairment.
Impairment would be examined more frequently if certain indicators were
encountered. Intangible assets with a determinable useful life will continue to
be amortized over that period. The amortization provisions apply to goodwill and
intangible assets acquired after September 30, 2001. SFAS No. 142 is effective
for fiscal years beginning after December 15, 2001. The Company adopted the
Statement effective January 1, 2002. SFAS No. 142 also requires the separate
recognition of intangible assets acquired as part of an asset acquisition,
including the value attributable to leases in place and certain customer
relationships. The Company recorded $274,000 of the estimated value of leases in
place as part of its acquisition of Three Ravinia Drive in January 2002 and
$5,859,000 of the estimated value of leases in place as part of its acquisition
of The Lakes on Post Oak in December 2002. The Company intends to amortize these
intangible assets on a straight-line basis over the next four years.
In April 2002, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of
FASB Statement No. 13, and Technical Corrections." This Statement rescinds SFAS
No. 4, "Reporting Gains and Losses from Extinguishment of Debt." Under SFAS No.
4, all gains and losses from extinguishment of debt were required to be
aggregated and, if material, classified as an extraordinary item, net of related
income tax effect. Under SFAS No. 145, gains and losses from extinguishment of
debt should be classified as extraordinary items only if they meet the criteria
in Accounting Principles Board Opinion No. 30. SFAS No. 145 is effective for
fiscal years beginning after May 15, 2002. The Company's adoption of SFAS No.
145 has not had a material impact on its condensed consolidated financial
statements.
8
In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." This Statement applies to costs
associated with an exit activity that does not involve an entity newly acquired
in a business combination, an asset retirement obligation covered by SFAS No.
143 or with a disposal activity covered by SFAS No. 144. SFAS No. 146 requires
that a liability for a cost associated with an exit or disposal activity shall
be recognized and measured initially at its fair value in the period in which
the liability is incurred provided that such fair value can be reasonably
estimated. An exception applies for certain one-time termination benefits that
are incurred over time. The Company adopted SFAS No. 146 effective January 1,
2003. The Company's adoption of SFAS No. 146 has not had a material impact on
its condensed consolidated financial statements.
In November 2002, the FASB issued FASB Interpretation ("FIN") No. 45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees of
Indebtedness of Others." FIN No. 45 requires certain guarantees to be recorded
at fair value and also requires significant new disclosures related to
guarantees, even when the likelihood of making any payments under the guarantee
is remote. FIN No. 45 generally applies to contracts or indemnification
agreements that contingently require the guarantor to make payments to the
guaranteed party based on changes in an underlying variable that is related to
an asset, liability, or an equity security of the guaranteed party. FIN No. 45
is effective for guarantees issued or modified after December 31, 2002. The
Company adopted FIN No. 45 effective January 1, 2003. The Company's adoption of
FIN No. 45 has not had a material impact on its condensed consolidated financial
statements.
In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest
Entities," which is intended to clarify the application of ARB No. 51,
"Consolidated Financial Statements" to certain entities in which equity
investors do not have the characteristics of a controlling financial interest or
do not have sufficient equity at risk for the entity to finance its activities
without additional subordinated financial support. FIN No. 46 requires the
consolidation of variable interest entities ("VIEs") in which the variable
interest will absorb a majority of the entity's expected losses if they occur,
receive a majority of the entity's expected residual returns if they occur, or
both. FIN No. 46 is effective for VIEs created after January 31, 2003. The
Company's adoption of FIN No. 46 has not had a material impact on its condensed
consolidated financial statements.
2. ORGANIZATION. Koger Equity, Inc. ("KE"), a Florida corporation, was
incorporated in 1988 to own and manage commercial office buildings and other
income-producing properties. KE is a self-administered and self-managed real
estate investment trust (a "REIT") and its common stock is listed on the New
York Stock Exchange under the ticker symbol "KE." As of March 31, 2003, KE owned
and managed 124 office buildings containing 8.93 million rentable square feet,
primarily located within 16 suburban office projects in nine cities in the
Southeastern United States and Houston, Texas.
In addition to managing its own properties, the Company provides asset
management services to Crocker Realty Trust, a related party. In 2002, the
Company managed 70 office buildings for AP-Knight LP, a related party. The
Company and AP-Knight LP terminated this property management agreement effective
December 31, 2002. Crocker Realty Trust terminated the asset management
agreement on May 1, 2003.
3. CRITICAL ACCOUNTING POLICIES AND ESTIMATES. The preparation of condensed
consolidated financial statements in conformity with accounting principles
generally accepted in the United States of America requires the Company to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues, and expenses and the disclosure of contingent assets and
liabilities. These estimates are based on historical experience and various
other factors that are believed to be reasonable under the circumstances.
However, actual results could differ from the Company's estimates under
different assumptions or conditions. On an ongoing basis, the Company evaluates
the reasonableness of its estimates.
9
The Company believes the following critical accounting policies affect the
significant estimates and assumptions used in the preparation of its condensed
consolidated financial statements:
Investments in Real Estate. Rental property and improvements, including
interest and other costs capitalized during construction, are included in real
estate investments and are stated at cost. Expenditures for ordinary maintenance
and repairs are expensed to operations as they are incurred. Significant
renovations and improvements, which improve or extend the useful life of the
assets, are capitalized. Except for amounts attributed to land, rental property
and improvements are depreciated as described below.
The Company recognizes gains on the sale of property in accordance with SFAS No.
66. Revenues from sales of property are recognized when a significant down
payment is received, the earnings process is complete and the collection of any
remaining receivables is reasonably assured.
In September 2002, the Company entered an agreement to sell approximately 14.5
acres of undeveloped land at its Atlanta Gwinnett property for approximately
$3.6 million. This sale is contingent on certain zoning revisions and is
expected to close in the fourth quarter of 2003.
Additionally, the Company has entered an agreement to sell approximately 7.0
acres of undeveloped land at its Charlotte Carmel property for approximately
$1.6 million. This sale is expected to close in the second quarter of 2003.
Depreciation and Amortization. The Company computes depreciation on its
operating properties using the straight-line method based on estimated useful
lives of three to 40 years. A significant portion of the acquisition cost of
each operating property is allocated to the acquired buildings (usually 85% to
90%). The allocation of the acquisition cost to buildings and the determination
of the useful lives are based on the Company's estimates. If the Company were to
allocate acquisition costs inappropriately to buildings or to incorrectly
estimate the useful lives of its operating properties, it may be required to
adjust future depreciation expense. Deferred tenant costs (leasing commissions
and tenant relocation costs) are amortized over the term of the related leases.
Impairment of Long-Lived Assets. The Company's long-lived assets
include investments in real estate and goodwill. The Company assesses impairment
of long-lived assets whenever changes or events indicate that the carrying value
may not be recoverable. The Company assesses impairment of operating properties
based on the operating cash flows of the properties. In performing its
assessment, the Company must make assumptions regarding estimated future cash
flows and other factors to determine the fair value of the respective assets.
During the quarter ended March 31, 2003, no impairment charges were recorded. If
these estimates or their related assumptions change in the future, the Company
may be required to record impairment charges.
Revenue Recognition. Rental income is generally recognized over the
lives of leases according to provisions of the underlying lease agreements.
Certain leases provide for tenant occupancy during periods for which no rent is
due or where minimum rent payments increase during the term of the lease. For
these leases, the Company records rental income for the full term of each lease
on a straight-line basis. For the quarters ended March 31, 2003 and 2002, the
recognition of rental revenues on a straight-line basis for applicable leases
increased rental revenues by $1,295,000 and $460,000, respectively, over the
amount which would have been recognized based upon the contractual provisions of
these leases.
10
The Company generates management fees and leasing commissions income by
providing on-site property management and leasing services to third party
owners. Management fees are generally earned monthly and are a based on a
percentage of the managed properties' monthly rental and other operating
revenues. Leasing commissions are earned when the Company, on behalf of the
third party owner, negotiates or assists in the negotiation of new leases,
renewals and expansions of existing leases, and are generally a percentage of
rents to be received under the initial term of the respective leases.
The management and leasing agreements between the Company and third
party owners generally are based on annually renewable terms and may be
terminated in certain cases and for certain reasons by either party with a 30 to
90 day (depending on the terms of the specific agreement) notice.
Allowances for Doubtful Accounts. The Company maintains allowances for
doubtful accounts for estimated losses resulting from the inability of its
tenants to make required payments for rents and other rental services. In
assessing the recoverability of these receivables, the Company makes assumptions
regarding the financial condition of the tenants based primarily on past payment
trends and certain financial information that tenants submit to the Company. If
the financial condition of the Company's tenants were to deteriorate and result
in an impairment of their ability to make payments, the Company may be required
to increase its allowances by recording additional bad debt expense. Likewise,
should the financial condition of its tenants improve and result in payments or
settlements of previously reserved amounts, the Company may be required to
record a reduction in bad debt expense.
Minority Interest. During 1998, KE acquired a suburban office park in
Charlotte, North Carolina for a purchase price of $52.3 million. The transaction
was structured as a contribution of the property to KVP in exchange for 999,710
limited partner units valued at $22.95 million. In connection with this
transaction, KVP assumed $22.2 million of debt and received a contribution of
$7.2 million from KE in exchange for general partner interests. The limited
partner units were entitled to a cumulative preferred return, which approximated
the average dividend rate on KE's shares. In addition, the limited partner units
carried with them the right to redeem the units for common shares of KE on a
one-unit-for-one-share basis or, at the option of KE, the units may be redeemed
for cash.
KE's general partner interests included a majority of the partnership's voting
rights, and the limited partners were not granted any veto or additional control
rights. Therefore, KE has reported KVP's assets, liabilities and operations in
its condensed consolidated financial statements. The limited partnership units
and earnings thereon were reported as minority interests.
During January 2002, the Company acquired all of the remaining limited
partnership units in KVP for approximately $16.5 million. These partnership
units were convertible into 999,710 shares of the Company's common stock.
Federal Income Taxes. The Company is qualified and has elected tax
treatment as a real estate investment trust under the Internal Revenue Code (a
"REIT"). A corporate REIT is a legal entity that owns income-producing real
property, and through distributions of income to its shareholders, is permitted
to reduce or avoid the payment of federal income taxes at the corporate level.
To maintain qualification as a REIT, the Company must distribute to shareholders
at least 90 percent of REIT taxable income. To the extent that the Company pays
dividends equal to 100 percent of REIT taxable income, the earnings of the
Company are taxed at the shareholder level. However, the use of net operating
loss carryforwards, which may reduce REIT taxable income to zero, are limited
for alternative minimum tax purposes. Distributed capital gains on sales of real
estate are not subject to tax; however, undistributed capital gains are taxed as
capital gain. Although Koger Realty Services, Inc.("KRSI") is consolidated with
the Company for financial reporting purposes, this entity is subject to federal
income tax and files separate federal and state income tax returns.
11
Stock Options. Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" requires expanded disclosures of
stock-based compensation arrangements with employees and encourages (but does
not require) compensation cost to be measured based on the fair value of the
equity instrument awarded. Companies are permitted, however, to continue to
apply Accounting Principles Board Opinion No. 25 ("APB 25"), which recognizes
compensation cost based on the intrinsic value of the equity instrument awarded.
The Company has continued to apply APB 25 to its stock based compensation awards
to employees and has disclosed the required pro forma effect on net income and
earnings per share. If compensation costs for stock option grants had been
determined based on the fair value for the three months ended March 31, 2003 and
2002, the Company's pro forma diluted earnings per share would have been $0.19
and $0.23, respectively.
Fair Value of Financial Instruments. The Company believes that the
carrying amount of its financial instruments (temporary investments, accounts
receivable, and accounts payable) is a reasonable estimate of fair value of
these instruments. Based on a market interest rate of 7.0 percent, the fair
value of the Company's mortgages and loans payable would be approximately $435.6
million at March 31, 2003.
Cash and Cash Equivalents. Cash in excess of daily requirements is
invested in short-term monetary securities. Such temporary cash investments have
an original maturity of less than three months and are deemed to be cash
equivalents for purposes of the condensed consolidated financial statements.
Restricted Cash. Restricted cash represents amounts contractually and
internally placed in escrow for purposes of making payments for certain future
building improvements, tenant allowances, leasing commissions, real estate
taxes, and debt service.
4. FEDERAL INCOME TAXES. KE is qualified and has elected tax treatment as
a REIT under the Internal Revenue Code. A REIT is a taxable corporation that
owns income-producing real property, and through distributions of income to its
shareholders, is permitted to reduce or avoid the payment of federal income
taxes at the corporate level. To maintain qualification as a REIT, in addition
to certain other requirements, KE must distribute to shareholders at least 90
percent of REIT taxable income. To the extent that KE pays dividends equal to
100 percent of REIT taxable income, the taxable earnings of KE are taxed at the
shareholder level. KE has a net operating loss carryforward of approximately
$2,414,000, which may be used to reduce REIT taxable income. However, the use of
net operating loss carryforwards is limited for alternative minimum tax
purposes. During the first quarter of 2002, the Company made payments of
approximately $385,000 for the Company's 2001 estimated alternative minimum tax
liability. These payments were refunded to the Company during the fourth
quarter of 2002.
Although KRSI is consolidated with KE for financial reporting purposes, this
entity is subject to federal income tax and files separate federal and state
income tax returns. KRSI operated at a net loss for the first quarter 2003 and
has, therefore, recorded no provision for federal income taxes for the three
months ended March 31, 2003.
5. 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 January 2002, the Company acquired all of the remaining limited
partnership units in Koger-Vanguard Partners, L.P., a Delaware limited
partnership, for approximately $16.5 million. These partnership units were
convertible into 999,710 shares of the Company's common stock.
12
On January 31, 2002, the Company acquired a 31-story office building located in
Atlanta, Georgia and containing approximately 800,000 rentable square feet for
$125.0 million and other transaction costs. The purchase of the property was
funded with cash and by an $80 million draw from the Company's secured revolving
credit facility. As of March 31, 2003, approximately 63% of the property's
rentable space was leased. The Company expects to lease the property's vacant
space over the next three years. However, there can be no assurance of the
Company's ability to lease the property's vacant space.
6. 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 underlying
the 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.
See Exhibit 11 for weighted average number of shares of common stock
outstanding, dilutive shares, and computations of basic and diluted earnings
per share.
7. MORTGAGES AND LOANS PAYABLE. At March 31, 2003, the Company had
$431,660,000 of loans outstanding, which are collateralized by mortgages on the
Company's operating properties. Annual maturities for mortgages and loans
payable are summarized as follows (in thousands):
Year Ending December 31,
2003 $ 3,882
2004 117,631
2005 6,112
2006 23,706
2007 98,098
Subsequent Years 182,231
----------
Total $ 431,660
==========
8. DIVIDENDS. The Company paid quarterly dividends of $0.35 per share on
February 6, 2003 to shareholders of record on December 31, 2002. During the
quarter ended March 31, 2003, the Company's Board of Directors declared a
quarterly dividend of $0.35 per share payable on May 1, 2003 to shareholders of
record on March 31, 2003. The Company currently expects that all dividends paid
for 2003 will be treated as ordinary income to the recipient for income tax
purposes.
9. SEGMENT REPORTING. The Company operates in one business segment, the
ownership and management of commercial real estate. The Company's primary
business is the ownership, development, and operation of income-producing office
properties. Management operates each property as an individual operating segment
and has aggregated these operating segments into a single segment for financial
reporting purposes due to the fact that all of the individual operating segments
have similar economic characteristics. All of the Company's operations are
located in the Southeastern United States and Houston, Texas.
10. NOTES RECEIVABLE FROM STOCK SALES. On February 17, 2000, and in
conjunction with the Company's plan to repurchase up to 2.65 million shares of
common stock (the "Shares"), the Board of Directors granted to Mr. Thomas J.
Crocker, Chief Executive Officer, the right to purchase up to 500,000 Shares and
to Mr. Robert E. Onisko, Chief Financial Officer, the right to purchase up to
150,000 Shares. These officers are entitled to make purchases of one Share for
every three Shares purchased by the Company as part of this plan. The Shares may
be purchased from the Company at the same time and for the same price as the
Company purchases Shares. In addition, the Company will loan up to 75% of the
purchase price for these Shares to Mr. Crocker and to Mr. Onisko. These loans
will be collateralized by the Shares purchased. These
13
loans will bear interest at 150 basis points over the applicable LIBOR rate.
Approximately $861,000 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. In 2000, Mr. Crocker acquired 302,495 Shares and Mr.
Onisko acquired 100,831 Shares under this plan. In 2002, Mr. Crocker acquired
17,875 Shares and Mr. Onisko acquired 1,659 Shares under this plan. The
Company's loans to Mr. Crocker and Mr. Onisko were made under the terms of a
contract which precedes the Sarbanes-Oxley Act.
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, 2002.
During January 2002, the Company acquired all of the remaining limited
partnership units in Koger-Vanguard Partners, L.P., a Delaware limited
partnership, for approximately $16.5 million. These partnership units were
convertible into 999,710 shares of the Company's common stock.
On January 31, 2002, the Company acquired Three Ravinia Drive, an 800,000 square
foot office building located in Atlanta, Georgia, for approximately $125.0
million and other transaction costs. As of March 31, 2003, approximately 63% of
the property's rentable space was leased. The Company expects to lease the
property's vacant space over the next three years. However, there can be no
assurance of the Company's ability to lease the property's vacant space.
On December 6, 2002, the Company acquired The Lakes on Post Oak, an 1.2 million
square foot, suburban three office building complex located in Houston, Texas,
for approximately $101.5 million and other transaction costs. The Company
allocated approximately $12.4 million and $90.7 million of the net purchase
price to the value of the acquired land and building, respectively. As of March
31, 2003, approximately 78% of the property's rentable space was leased. The
Company expects to lease most of the property's vacant space over the next three
or four years. However, there can be no assurance of the Company's ability to
lease the property's vacant space.
RESULTS OF OPERATIONS
Rental and other rental services revenues totaled $36,280,000 for the quarter
ended March 31, 2003, compared to $30,595,000 for the quarter ended March 31,
2002. This increase resulted primarily from the acquisition of The Lakes on Post
Oak property in December 2002 ($4.5 million) and an increase in rental revenues
from the Three Ravinia Drive property acquired on January 31, 2002 ($2.1
million). The effect of these increases was partially offset by decline in
rental revenues at the remainder of the Company's properties. At March 31, 2003,
the Company's buildings were on average 81 percent occupied with an average
rental rate of $17.15 per rentable square foot. Excluding Three Ravinia Drive
and The Lakes on Post Oak, which were in lease-up periods at March 31, 2003, the
remainder of the Company's buildings were on average 84 percent occupied. At
March 31, 2002, the Company's buildings were on average 87 percent occupied with
an average rental rate of $16.82 per rentable square foot.
Management fee revenues totaled $205,000 for the quarter ended March 31, 2003,
compared to $788,000 for the quarter ended March 31, 2002. This decrease was due
primarily to the loss of fees from the AP-Knight LP management agreement that
was terminated in 2002.
14
Property operations expense includes such charges as utilities, real estate
taxes, janitorial, maintenance, property insurance, provision for uncollectible
rents and management costs. The amount of property operations expense and its
percentage of total rental revenues for the applicable periods are as follows:
Percent of
Rental and Other
Period Amount Rental Services
---------------------- -------------- -----------------
March 31, 2003 $13,349,000 36.8%
March 31, 2002 $10,459,000 34.2%
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 $1,537,000 for the three months ended
March 31, 2003, compared to the same period in 2002. This increase was due
primarily to the Company's acquisition of the Three Ravinia Drive property on
January 31, 2002, and the acquisition of The Lakes on Post Oak property in
December 2002. Amortization expense increased $397,000 for the three months
ended March 31, 2003, compared to the same period in 2002. This increase was due
primarily to an increase in the Company's expenditures for deferred tenant
costs.
General and administrative expenses for the three months ended March 31, 2003
and 2002, totaled $2,943,000 and $2,510,000, respectively. This increase was due
primarily to an increase in professional fees, a reduction in the allocation of
corporate overhead to direct costs of management fees, and the write off certain
amounts related to abandoned development projects. These increases were
partially offset by reduced accruals for special distributions payable to
certain of the Company's executive officers.
Direct costs of management fees decreased $925,000 the three months ended March
31, 2003, compared to the same period in 2002. This decrease was due primarily
to the loss of the AP-Knight LP management agreement that was terminated in
2002.
Interest revenues decreased $91,000 for the three months ended March 31, 2003
compared to the same period in 2002. This decrease was due primarily to a
decline in the Company's average invested cash balances.
For the three months ended March 31, 2003, interest expense increased to
$7,403,000 from $5,795,000 for the three months ended March 31, 2002. This
increase was due primarily to an increase in the Company's average debt balance
in 2003 as compared to 2002 primarily due to the Company's acquisition of The
Lakes on Post Oak in December 2002. At March 31, 2003 and 2002, the weighted
average interest rate on the Company's outstanding debt was approximately 6.43
percent and 7.00 percent, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Operating Activities-- During the three months ended March 31, 2003, the
Company generated approximately $12.3 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
fees paid to the Company in respect of properties managed on behalf of Crocker
Realty Trust. As a REIT for federal income tax purposes, the Company is required
to pay out annually, as dividends, at least 90 percent of its REIT taxable
income (which, due to non-cash charges, including depreciation and net operating
loss carryforwards, may be substantially less than cash flow). In the past, the
Company has paid out dividends in amounts at least equal to its REIT taxable
income. The Company believes that its cash provided by operating activities will
be sufficient to cover debt service payments and to pay the dividends required
to maintain REIT status through 2003. Dividends are determined quarterly by the
Company's board of directors.
15
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, 2003,
leases representing approximately 17.3 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 2003. These scheduled expirations
represent 274 leases for space in buildings located in 15 of the 16 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, 2003, leases were renewed on approximately 46 percent of the
Company's rentable square feet that were scheduled to expire during the
three-month period. Current market conditions in certain markets may require
that rental rates at which leases are renewed or at which vacated space is
leased be lower than rental rates under existing leases. Based upon the amount
of leases that will expire during 2003 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.
Governmental tenants (including the State of Florida and the United States
Government) which account for approximately 24.6 percent of the Company's
occupied space at March 31, 2003 may be subject to budget reductions in times of
recession and governmental austerity measures. Consequently, there can be no
assurance that governmental appropriations for rents may not be reduced.
Additionally, certain of the private sector tenants that have contributed to the
Company's rent stream may reduce their current demands, or curtail their future
need, for additional office space. During 2002, the State of Florida announced
its intention to eliminate its Department of Labor, which has had a direct
impact on the Company's property in Tallahassee.
The Company has benefited from generally positive economic conditions and stable
occupancy levels for office buildings in many of the metropolitan areas in which
the Company owns buildings. The Company believes that the Southeastern and
Southwestern United States provides significant economic growth potential due to
diverse regional economies, expanding metropolitan areas, skilled work force and
moderate labor costs. However, the Company is currently experiencing reduced
demand in the markets in which it owns buildings. Cash flow from operations
could be reduced if a weakened economy resulted in lower occupancy rates and
lower rental income for the Company's buildings, which may in turn affect the
amount of dividends paid by the Company.
Investing Activities-- During January 2002, the Company acquired all of
the remaining limited partnership units in Koger-Vanguard Partners, L.P., a
Delaware limited partnership, for approximately $16.5 million. These partnership
units were convertible into 999,710 shares of the Company's common stock.
On January 31, 2002, the Company acquired Three Ravinia Drive, an 800,000 square
foot office building located in Atlanta, Georgia, for approximately $125.0
million and other transaction costs. The Company allocated approximately $7.0
million and $118.3 million of the net purchase price to value of the acquired
land and building, respectively. As of March 31, 2003, approximately 63% of the
property's rentable space was leased. The Company expects to lease the
property's vacant space over the next three years. However, there can be no
assurance of the Company's ability to lease the property's vacant space.
At March 31, 2003, 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 and lender required escrow accounts at The
Lakes on Post Oak. During the three months ended March 31, 2003, the Company's
expenditures for improvements to first generation space and to existing
properties increased $1,315,000 from the corresponding period in 2002. This
increase was due primarily to increased tenant allowances for capital
improvements.
16
Financing Activities-- The Company has a $100 million secured revolving
credit facility ($35 million of which had been borrowed on March 31, 2003)
provided by Fleet Bank. During the quarter ended March 31, 2003, the Company
used a portion of its revolving credit facility to pay off a $7.7 million loan
with New York Life Insurance Company. At March 31, 2003, the Company had no
unencumbered properties. Loan maturities and normal amortization of mortgages
and loans payable are expected to total approximately $3.9 million during the
remainder of calendar year 2003.
The foregoing discussion contains forward-looking statements concerning 2003.
The actual results of operations for 2003 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
with creditworthy tenants, 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, 2002, which is incorporated herein by reference.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk. The Company currently has a $100 million secured
revolving credit facility and approximately $78.5 million of other loans 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 dividends to its shareholders. The
Company has not entered into any interest rate hedge contracts in order to
mitigate the interest rate risk with respect to the secured revolving credit
facility. However, the Company has entered into a two-year LIBOR interest rate
cap with a maximum LIBOR rate of 5.45% on a $77.0 million loan secured by The
Lakes on Post Oak property in Houston, Texas. As of March 31, 2003, the Company
had borrowed approximately $113.5 million of variable rate debt. 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
$1,135,000.
Additionally, the Company had $318.2 million outstanding under loans with
fixed interest rates as of March 31, 2003. The Company may incur additional
fixed rate debt in the future to meet its financing needs. Should market
interest rates decline, the Company's use of fixed rate debt financing may
result in the recognition of interest expense at rates higher than market rates.
If the market interest rate on this fixed rate debt were 100 basis points lower,
the Company would forfeit annual interest expense savings of approximately
$3,182,000 as compared to variable rate debt financing.
ITEM 4. Controls and Procedures.
The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's filings under
the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the periods specified in the rules and forms of the Securities
and Exchange Commission. Such information is accumulated and communicated to the
Company's management, including its principal executive officer and principal
financial officer, as appropriate, to allow timely decisions regarding required
disclosure. The Company's management, including the principal executive officer
and the principal financial officer, recognizes that any set of controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives.
Within 90 days prior to the filing date of this quarterly report on Form 10-Q,
the Company has carried out an evaluation, under the supervision and with the
participation of the Company's management, including the Company's principal
executive officer and the Company's principal financial officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. Based on such evaluation, the Company's principal executive
officer and principal financial officer concluded that the Company's disclosure
controls and procedures are effective.
17
There have been no significant changes in the Company's internal controls or in
other factors that could significantly affect the internal controls subsequent
to the date of their evaluation in connection with the preparation of this
quarterly report on Form 10-Q.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 5. Other Information
(a) The following table sets forth, with respect to each Koger Center or
location at March 31, 2003, gross square feet, rentable square feet,
percentage occupied, and the average annual rent per rentable square foot
occupied.
Average
Annual
Gross Rentable Rent Per
Square Square Percent Square
Koger Center/Location Feet Feet Occupied (1) Foot (2)
- --------------------- ---------- ----------- ------------ ---------
Atlanta Chamblee 1,199,800 1,124,048 91% $18.43
Atlanta Gwinnett 274,400 262,789 95% 19.18
Atlanta Perimeter 184,000 176,503 42% 22.94
Atlanta Three Ravinia (3) 845,000 804,528 63% 17.50 (4)
Charlotte University 190,600 182,891 94% 17.79
Charlotte Vanguard 548,200 526,342 73% 17.02
Houston Post Oak (3) 1,265,000 1,204,852 78% 17.83
Jacksonville Baymeadows 793,400 750,470 98% 15.00 (4)
Jacksonville JTB 436,000 416,773 93% 12.66 (4)
Memphis Germantown 562,600 531,755 77% 18.80
Orlando Central 699,700 616,708 94% 16.24
Orlando Lake Mary 318,000 303,481 56% 19.43
Orlando University 405,200 384,312 80% 19.23
Richmond Paragon 154,300 145,127 95% 18.94
St. Petersburg 715,500 668,144 85% 16.12
Tallahassee 960,300 833,838 72% 17.55
------------ ------------
Total 9,552,000 8,932,561
=========== ============
Weighted Average - Total Company 81% $17.15
====== ======
Weighted Average - Operational Buildings 84% $17.01
====== ======
Weighted Average - Building in Lease-up 72% $17.72
====== ======
(1) The percent occupied rates have been calculated by dividing total rentable
square feet occupied in an office building by total rentable square feet in
such building.
(2) Rental rates are computed by dividing (a) total annualized base rents
(which excludes expense pass-through and reimbursements) for a Koger Center
or location as of March 31, 2003 by (b) the rentable square feet applicable
to such total annualized rents.
(3) Currently in a lease-up period. The Company considers an acquired building
to be in a lease-up period until the earlier of 85% occupancy or 18 months.
(4) Includes the effect of "triple net" leases where tenants pay substantially
all operating costs in addition to base rent.
18
(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 2003 (without regard to any renewals), calendar years 2004 through
2011, and years subsequent to 2011, (ii) the total rentable area in square
feet covered by such leases, (iii) the percentage of total rentable square
feet represented by such leases, (iv) the average annual rent per square
foot for such leases, (v) the current annualized base rents represented by
such leases, and (vi) the percentage of gross annualized base rents
contributed by such leases. This information is based on the buildings
owned by the Company on March 31, 2003 and on the terms of leases in effect
as of March 31, 2003, 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 46 percent of the Company's rentable square feet which were
scheduled to expire during the three months ended March 31, 2003.
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
------ ---------- ------------- --------------- ---------------- --------------- ---------------
2003 274 1,273,348 17.7% $16.76 $ 21,335,492 17.3%
2004 198 874,160 12.1% 17.74 15,510,096 12.6%
2005 182 968,837 13.5% 16.62 16,105,938 13.1%
2006 105 688,656 9.6% 17.78 12,241,438 9.9%
2007 75 977,259 13.6% 17.10 16,712,013 13.5%
2008 35 536,322 7.4% 18.20 9,763,214 7.9%
2009 19 1,062,019 14.8% 18.15 19,277,428 15.6%
2010 6 156,218 2.2% 15.73 2,457,275 2.0%
2011 3 79,844 1.1% 16.36 1,306,636 1.1%
Other 11 576,890 8.0% 15.03 8,672,273 7.0%
------- ----------- -------- -------- ------------ ------
Total 908 7,193,553 100.0% $17.15 $123,381,803 100.0%
====== ========== ====== ====== ============ ======
(c) The Company believes that Funds from Operations is one measure of the
performance of an equity real estate investment trust. Funds from
Operations should not be considered as an alternative to net income as
an indication of the Company's financial performance or to cash flow
from operating activities (determined in accordance with accounting
principles generally accepted in the United States of America) as a
measure of the Company's liquidity, nor is it necessarily indicative of
sufficient cash flow to fund all of the Company's needs. Funds from
Operations is calculated as follows (in thousands):
Three Months
Ended March 31,
2003 2002
-----------------------
Net Income $ 4,271 $ 5,151
Depreciation - real estate 7,191 6,042
Amortization - deferred tenant costs 396 364
Amortization - fair value of acquired leases 492 --
Minority interest -- 20
Gain on sale of furniture and equipment -- (1)
--------- ---------
Funds from Operations $ 12,350 $ 11,576
========= =========
19
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Number Description
11 Earnings Per Share Computations.
15 Letter re: Unaudited interim financial information.
99 Certification of Principal Executive Officer and
Principal Financial Officer
(b) Reports on Form 8-K
On January 6, 2003, the Company filed a Form 8-K (dated January 2, 2003)
reporting under Item 9, Regulation FD Disclosure, the announcement of the
signing of leases with TRW, Inc. and the Georgia Medical Foundation at two of
the Company's properties in Atlanta, Georgia and providing under Item 7,
Financial Statements and Exhibits, the Koger Equity, Inc. News Release dated
January 2, 2003.
On January 16, 2003, the Company filed a Form 8-K (dated December 17, 2002)
reporting under Item 5, Other Events, the Mortgage Agreement between Koger
Equity, Inc., through its wholly-owned subsidiary Koger Ravinia LLC, and
Metropolitan Life Insurance Company, and providing under Item 7, Financial
Statements and Exhibits, the Mortgage Agreement and exhibits relating to the
Mortgage Amendment.
On January 29, 2003, the Company filed a Form 8-K (dated December 16, 2002)
reporting under Item 5, Other Events, the Third Amendment to the Revolving
Credit Agreement between Koger Equity, Inc. and Fleet National Bank and others,
and providing under Item 7, Financial Statements and Exhibits, the Third
Amendment to the Revolving Credit Agreement and exhibits relating to the Third
Amendment.
On January 29, 2003, the Company filed a Form 8-K (dated January 24, 2003)
reporting under Item 9, Regulation FD Disclosure, the announcement of the tax
treatment for the Company's 2002 dividends, and providing under Item 7,
Financial Statements and Exhibits, the Koger Equity, Inc. News Releases, dated
January 24, 2003 and January 28, 2003.
On February 6, 2003, the Company filed a Form 8-K (dated February 3, 2003)
reporting under Item 9, Regulation FD Disclosure, the announcement of the
appointment of Trammell Crow Company as manager of the Company's property in
Houston, Texas and providing under Item 7, Financial Statements and Exhibits,
the Koger Equity, Inc. News Release dated February 3, 2003.
On February 19, 2003, the Company filed a Form 8-K/A (dated December 6, 2002)
amending Form 8-K filed on December 17, 2002 (dated December 6, 2002), reporting
under Item 2, Acquisition or Disposition of Assets, the acquisition of The Lakes
on Post Oak property in Houston, Texas, and including under Item 7, Financial
Statements and Exhibits, (a) Financial Statements of real estate acquired, (b)
pro forma financial information, and (c) the Koger Equity, Inc. News Release,
dated December 10, 2002, incorporated by reference.
On February 28, 2003, the Company filed a Form 8-K (dated February 19, 2003)
reporting under Item 9, Regulation FD Disclosure, the announcement of a
quarterly dividend, and including under Item 7, Financial Statements and
Exhibits, the Koger Equity, Inc. News Release, dated February 19, 2003.
20
(b) Reports on Form 8-K (continued)
On March 3, 2003, the Company filed a Form 8-K (dated February 26, 2003)
reporting under Item 9, Regulation FD Disclosure, the announcement of its
quarterly and annual results for the period ended December 31, 2002, and related
supplemental information, dated December 31, 2002, and including under Item 7,
Financial Statements and Exhibits, the Koger Equity, Inc. News Release, dated
February 26, 2003, and related supplemental information.
21
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
KOGER EQUITY, INC.
Registrant
Dated: May 14, 2003 /s/ Robert E. Onisko
------------------------------
Robert E. Onisko
Chief Financial Officer
Dated: May 14, 2003 /s/ Steven A. Abney
------------------------------
Steven A. Abney
Vice President, Finance
(Principal Accounting Officer)
22
CERTIFICATE OF
PRINCIPAL EXECUTIVE OFFICER
AND PRINCIPAL FINANCIAL AND ACCOUNTING OFFICERS
Each of the undersigned hereby certifies in his capacity as an officer of Koger
Equity, Inc. (the "Company") that he has reviewed this quarterly report and, to
the best of his knowledge and belief, the quarterly report of the Company on
Form 10-Q for the quarterly period ended March 31, 2003 fully complies with the
requirements of Section 13(a) of the Securities Exchange Act of 1934, that the
quarterly report does not contain any untrue statement of a material fact or
omit to state a material fact necessary in order to make the report not
misleading, and that the information contained in such report fairly presents,
in all material respects, the financial condition of the Company at the end of
such period and the results of operations and cash flows of the Company for such
period.
Additionally, each of the undersigned are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the Company and has:
a) designed such disclosure controls and procedures to ensure that material
information relating to the Company, including its consolidated subsidiaries, is
made known to each of the undersigned by others within those entities; and
b) evaluated the effectiveness of the Company's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) disclosed in this report, based on his most recent evaluation, and to the
Company's auditors and the audit committee of the Company's board of directors:
1) all significant deficiencies in the design or operation of
internal controls which could adversely affect the Company's ability
to record, process, summarize and report financial data and have
identified for the Company's auditors any material weaknesses in
internal controls;
2) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Company's
internal controls; and
3) any significant changes in internal controls or in other factors
that could significantly affect internal controls, subsequent to the
date of his most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.
4) his conclusions about the effectiveness of the disclosure
controls and procedures based on his evaluation described in b)
above.
Dated: May 14, 2003 /s/ Thomas J. Crocker
------------------------------------
Thomas J. Crocker
Chief Executive Officer (Principal Executive Officer)
Koger Equity, Inc.
Dated: May 14, 2003 /s/ Robert E. Onisko
--------------------------------------------
Robert E. Onisko
Chief Financial Officer
Koger Equity, Inc.
Dated: May 14, 2003 /s/ Steven A. Abney
------------------------------------
Steven A. Abney
Vice President, Finance (Principal Accounting Officer)
Koger Equity, Inc.
23
EXHIBIT 11
EARNINGS PER SHARE COMPUTATIONS
(In Thousands Except Per Share Data)
Three Months
Ended March 31,
2003 2002
---------- ---------
EARNINGS PER COMMON AND DILUTIVE
POTENTIAL COMMON SHARE:
Net Income $ 4,271 $ 5,151
========= =========
Shares:
Weighted average number of common
shares outstanding - Basic 21,299 21,159
========= =========
EARNINGS PER SHARE - BASIC $ 0.20 $ 0.24
========== =========
Shares:
Weighted average number of common
shares outstanding - Basic 21,299 21,159
Effect of dilutive securities (a):
Stock options 28 191
--------- ---------
Adjusted weighted average common shares - Diluted 21,327 21,350
========= =========
EARNINGS PER SHARE - DILUTED $ 0.20 $ 0.24
========= =========
(a) Shares issuable were derived using the "Treasury Stock Method" for all
dilutive potential shares.
EXHIBIT 15
May 14, 2003
Koger Equity, Inc.
225 NE Mizner Boulevard, Suite 200
Boca Raton, Florida 33432
We have made a review, in accordance with standards established by the
American Institute of Certified Public Accountants, of the unaudited interim
financial information of Koger Equity, Inc. and subsidiaries for the three
month periods ended March 31, 2003 and 2002, as indicated in our report
dated April 18, 2003; because we did not perform an audit, we expressed no
opinion on such financial information.
We are aware that our report referred to above, which is included in your
Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, is
incorporated by reference in Registration Statement No. 33-55179 of Koger
Equity, Inc. on Form S-3, Registration Statement No. 33-54617 of Koger Equity,
Inc. on Form S-8, Registration Statement No. 333-20975 of Koger Equity, Inc. on
Form S-3, Registration Statement No. 333-23429 of Koger Equity, Inc. on Form
S-8, Registration Statement No. 333-37919 of Koger Equity, Inc. on Form S-3,
Registration Statement No. 333-33388 of Koger Equity, Inc. on Form S-8 and
Registration Statement No. 333-38712 of Koger Equity, Inc. on Form S-8.
We also are aware that the aforementioned report, pursuant to Rule 436(c)
under the Securities Act of 1933, is not considered a part of the
Registration Statement prepared or certified by an accountant or a report
prepared or certified by an accountant within the meaning of Sections 7 and
11 of that Act.
DELOITTE & TOUCHE LLP
West Palm Beach, Florida
EXHIBIT 99
CERTIFICATE OF
PRINCIPAL EXECUTIVE OFFICER
AND PRINCIPAL FINANCIAL AND ACCOUNTING OFFICERS
Each of the undersigned hereby certifies in his capacity as an officer of Koger
Equity, Inc. (the "Company") that he has reviewed this quarterly report and, to
the best of his knowledge and belief, the quarterly report of the Company on
Form 10-Q for the quarterly period ended March 31, 2003 fully complies with the
requirements of Section 13(a) of the Securities Exchange Act of 1934, that the
quarterly report does not contain any untrue statement of a material fact or
omit to state a material fact necessary in order to make the report not
misleading, and that the information contained in such report fairly presents,
in all material respects, the financial condition of the Company at the end of
such period and the results of operations and cash flows of the Company for such
period.
Dated: May 14, 2003 /s/ Thomas J. Crocker
------------------------------------
Thomas J. Crocker
Chief Executive Officer (Principal Executive Officer)
Koger Equity, Inc.
Dated: May 14, 2003 /s/ Robert E. Onisko
--------------------------------------------
Robert E. Onisko
Chief Financial Officer
Koger Equity, Inc.
Dated: May 14, 2003 /s/ Steven A. Abney
------------------------------------
Steven A. Abney
Vice President, Finance (Principal Accounting Officer)
Koger Equity, Inc.