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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ----- EXCHANGE ACT OF 1934
For the quarterly period ended SEPTEMBER 30, 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 by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes X No
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at October 31, 2003
Common Stock, $.01 par value 21,368,342 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--
September 30, 2003 and December 31, 2002............................... 4
Condensed Consolidated Statements of Operations
for the Three and Nine Months Ended
September 30, 2003 and 2002............................................ 5
Condensed Consolidated Statement of Changes in
Shareholders' Equity for the Nine Months
Ended September 30, 2003 .............................................. 6
Condensed Consolidated Statements of Cash Flows
for the Nine Months Ended September 30, 2003 and 2002.................. 7
Notes to Condensed Consolidated Financial
Statements for the Three and Nine Months
Ended September 30, 2003 and 2002...................................... 8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations ............................................. 16
Item 3. Quantitative and Qualitative Disclosures About Market Risk ............... 20
Item 4. Controls and Procedures .................................................. 21
PART II. OTHER INFORMATION
Item 1. Legal Proceedings........................................................ 22
Item 5. Other Information........................................................ 22
Item 6. Exhibits and Reports on Form 8-K......................................... 25
Signatures and Certification...................................................... 26-28
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 September 30, 2003, and the
related condensed consolidated statements of operations for the three-month and
nine-month periods ended September 30, 2003 and 2002, the condensed consolidated
statement of changes in shareholders' equity for the nine-month period ended
September 30, 2003 and the condensed consolidated statements of cash flows for
the nine-month periods ended September 30, 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
October 31, 2003
3
KOGER EQUITY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited - See Independent Accountants' Report)
(In thousands, except share data)
September 30, December 31,
2003 2002
----------- ----------
ASSETS
Real Estate Investments:
Operating properties:
Land $ 116,658 $ 110,653
Buildings 814,183 783,185
Furniture and equipment 3,533 3,320
Accumulated depreciation (171,697) (149,830)
------------ ------------
Operating properties, net 762,677 747,328
Undeveloped land held for investment 9,995 9,995
Undeveloped land held for sale, net of allowance 3,041 3,831
Cash and cash equivalents 13,302 4,627
Restricted cash 14,520 13,340
Accounts receivable, net of allowance for
uncollectible accounts of $1,620 and $1,280 14,575 12,183
Other assets 18,059 13,781
----------- -----------
TOTAL ASSETS $ 836,169 $ 805,085
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Mortgages and loans payable $ 394,128 $ 431,698
Accounts payable 3,764 3,801
Accrued real estate taxes payable 9,893 147
Other accrued liabilities 10,846 13,435
Dividends payable 7,840 7,453
Advance rents and security deposits 5,343 5,483
----------- -----------
Total Liabilities 431,814 462,017
----------- -----------
Shareholders' Equity:
Preferred stock, $.01 par value; 50,000,000 shares
authorized; liquidation preference of $25 per share;
2,990,000 shares issued and outstanding 30 --
Common stock, $.01 par value; 100,000,000 shares
authorized; 29,861,892 and 29,826,632 shares
issued; 21,342,624 and 21,294,894 shares outstanding 299 298
Capital in excess of par value 544,689 472,156
Notes receivable from stock sales to officers (5,266) (5,266)
Accumulated other comprehensive loss (212) (212)
Retained earnings (deficit) (3,566) 7,813
Treasury stock, at cost; 8,519,268 and 8,531,738 shares (131,619) (131,721)
----------- -----------
Total Shareholders' Equity 404,355 343,068
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 836,169 $ 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 Nine Months
Ended September 30, Ended September 30,
------------------- -------------------
2003 2002 2003 2002
--------- -------- --------- --------
REVENUES
Rental and other rental services $ 35,163 $ 31,836 $ 107,407 $ 94,286
Management fees -- 839 331 2,590
Other -- -- 5 2
--------- -------- --------- ---------
Total operating revenues 35,163 32,675 107,743 96,878
--------- --------- --------- ---------
EXPENSES
Property operations 13,907 11,846 41,949 34,233
Depreciation and amortization 7,925 6,663 24,537 19,915
General and administrative 2,385 2,971 8,415 8,428
Direct costs of management fees -- 797 88 2,630
Other 36 43 103 125
--------- -------- --------- ---------
Total operating expenses 24,253 22,320 75,092 65,331
--------- -------- --------- ---------
OPERATING INCOME 10,910 10,355 32,651 31,547
--------- -------- --------- ---------
OTHER INCOME (EXPENSE)
Interest income 39 98 179 329
Mortgage and loan interest, including amortization
of deferred loan costs of $370 and $303 for the three
months and $1,095 and $891 for the nine months (7,289) (6,041) (22,059) (17,864)
---------- --------- ---------- ----------
Total other income (expense) (7,250) (5,943) (21,880) (17,535)
---------- --------- ---------- ----------
INCOME BEFORE GAIN ON SALE OR DISPOSITION OF
ASSETS, INCOME TAXES AND MINORITY INTEREST 3,660 4,412 10,771 14,012
Gain on sale or disposition of assets -- 1 589 2
--------- -------- --------- ---------
INCOME BEFORE INCOME TAXES AND MINORITY INTEREST 3,660 4,413 11,360 14,014
Income tax (benefit) provision (1) 19 (22) 112
---------- -------- ---------- ---------
INCOME BEFORE MINORITY INTEREST 3,661 4,394 11,382 13,902
Minority interest -- -- -- 20
--------- -------- --------- ---------
NET INCOME 3,661 4,394 11,382 13,882
Dividends on preferred stock (371) -- (371) --
---------- -------- ---------- ---------
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS $ 3,290 $ 4,394 $ 11,011 $ 13,882
========= ======== ========= =========
EARNINGS PER SHARE AVAILABLE TO COMMON SHAREHOLDERS
Basic $ 0.15 $ 0.21 $ 0.52 $ 0.65
========= ======== ========= =========
Diluted $ 0.15 $ 0.21 $ 0.52 $ 0.65
========= ======== ========= =========
WEIGHTED AVERAGE SHARES:
Basic 21,332 21,293 21,314 21,258
========= ======== ========= =========
Diluted 21,455 21,410 21,377 21,407
========= ======== ========= =========
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)
Preferred Stock Common Stock Capital Notes
--------------------------------------------------- in Excess Receivable
Shares Par Shares Par of Par from Stock
Issued Value Issued Value Value Sales
---------------------------------------------------------------------------------------
BALANCE AT
DECEMBER 31, 2002 -- $-- 29,827 $298 $472,156 $(5,266)
Preferred stock issued 2,990 30 72,115
Common stock sold 102
Options exercised 35 1 316
Dividends declared
Net Income
BALANCE AT -----------------------------------------------------------------------------------------
SEPTEMBER 30, 2003 2,990 $30 29,862 $299 $544,689 $(5,266)
=========================================================================================
Accumulated Total
Other Retained Share-
Comprehensive Earnings Treasury holders'
Loss (Deficit) Stock Equity
-------------------------------------------------------------------
BALANCE AT
DECEMBER 31, 2002 $(212) $ 7,813 $(131,721) $343,068
Preferred stock issued 72,145
Common stock sold 102 204
Options exercised 317
Dividends declared (22,761) (22,761)
Net Income 11,382 11,382
BALANCE AT -------------------------------------------------------------------
SEPTEMBER 30, 2003 $(212) $ (3,566) $(131,619) $404,355
===================================================================
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)
Nine Months
Ended September 30,
2003 2002
----------- ----------
OPERATING ACTIVITIES
Net income $ 11,382 $ 13,882
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 24,537 19,915
Amortization of deferred loan costs 1,095 891
Provision for uncollectible accounts 488 430
Minority interest -- 20
Gain on sale or disposition of assets (589) (2)
Changes in assets and liabilities:
(Increase) decrease in receivables and other assets (928) (2)
Increase in accounts payable, accrued liabilities
and other liabilities 6,980 4,361
--------- ---------
Net cash provided by operating activities 42,965 39,495
--------- ---------
INVESTING ACTIVITIES
Property acquisitions (33,103) (125,478)
Tenant improvements to first generation space (3,300) (1,224)
Tenant improvements to existing properties (3,448) (3,743)
Building improvements (3,857) (2,582)
Deferred tenant costs (1,585) (1,382)
Additions to furniture and equipment (213) (38)
Increase in restricted cash (3,086) --
Purchase of limited partner interests in Koger-Vanguard Partnership, L.P. -- (16,465)
Proceeds from sale of assets 1,580 2
--------- ---------
Net cash used in investing activities (47,012) (150,910)
---------- ----------
FINANCING ACTIVITIES
Proceeds from exercise of stock options 317 2,121
Proceeds issuance of preferred stock 72,145 --
Proceeds from sales of common stock 204 210
Proceeds from mortgages and loans 36,000 88,000
Principal payments on mortgages and loans payable (73,570) (21,689)
Dividends paid (22,374) (59,043)
Distributions paid to limited partners -- (398)
Financing costs -- (226)
--------- ----------
Net cash provided by financing activities 12,722 8,975
--------- ---------
Net increase (decrease) in cash and cash equivalents 8,675 (102,440)
Cash and cash equivalents - beginning of period 4,627 113,370
--------- ---------
Cash and cash equivalents - end of period $ 13,302 $ 10,930
========= =========
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the period for interest $ 20,757 $ 17,669
========= =========
Cash paid during the period for income taxes $ -- $ 485
========= =========
See notes to unaudited condensed consolidated financial statements.
7
KOGER EQUITY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS
ENDED SEPTEMBER 30, 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 carrying value 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 and nine months ended September 30, 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 will be examined more frequently if certain indicators are
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, as intangible assets, $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, the remaining weighted average term of the existing
leases.
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 December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation--Transition and Disclosure." SFAS No. 148 amends SFAS No. 123,
"Accounting for Stock-Based Compensation," to provide alternative methods of
transition to the fair value method of accounting for stock-based employee
compensation. In addition, SFAS No. 148 amends the disclosure provisions of SFAS
No. 123 to require prominent disclosure about the effects of an entity's
accounting policy with respect to stock-based employee compensation on reported
net income and earnings per share in annual and interim financial statements.
SFAS No. 148 does not amend SFAS No. 123 to require companies to account for
their employee stock-based awards using the fair value method. However, the
disclosure provisions are required for all companies with stock-based employee
compensation, regardless of whether they utilize the fair value method of
accounting described in SFAS No. 123 or the intrinsic value method described in
APB Opinion No. 25, "Accounting for Stock Issued to Employees." SFAS No. 148's
transition provisions are effective for fiscal years ending after December 15,
2002. The Company adopted the interim disclosure provisions of SFAS No. 148
effective January 1, 2003. The Company's adoption of SFAS No. 148 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. It
applies in the first fiscal year or interim period beginning after December 15,
2003, to variable interest entities in which an enterprise that is a public
company holds a variable interest that it acquired before February 1, 2003. The
Company's adoption of FIN No. 46 has not had a material impact on its condensed
consolidated financial statements.
In May 2003, the FASB issued Statement No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity ("SFAS
No. 150"). This statement establishes standards for classifying and measuring as
liabilities certain financial instruments that embody obligations of the issuer
and have characteristics of both liabilities and equity. SFAS No. 150 is
effective for all financial instruments created or modified after May 31, 2003,
and otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003 (July 1, 2003 for calendar quarter companies). The
Company adopted FASB No. 150 effective July 1, 2003. The Company's adoption of
FASB No. 150 has not had a material impact on its condensed consolidated
financial statements.
9
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 September 30, 2003, KE
owned and managed 126 office buildings containing 9.21 million rentable square
feet, primarily located within 18 suburban office projects in ten cities in the
Southeastern United States and Texas.
In addition to managing its own properties, the Company formerly provided 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. The Company and 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.
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 into 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 entered an agreement to sell approximately 7.7 acres
of undeveloped land at its Charlotte Carmel property for approximately $1.6
million. This sale was closed 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.
Intangible assets recorded under the terms of SFAS No. 142 will be amortized on
a straight-line basis over the next four years, the remaining weighted average
term of the existing leases.
10
Impairment of Long-Lived Assets. The Company's long-lived assets
include investments in real estate. 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 September 30, 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 September 30, 2003 and 2002,
the recognition of rental revenues on a straight-line basis for applicable
leases increased rental revenues by $802,000 and $731,000, respectively, over
the amount which would have been recognized based upon the contractual
provisions of these leases. For the nine months ended September 30, 2003 and
2002, the recognition of rental revenues on a straight-line basis for applicable
leases increased rental revenues by $3,172,000 and $1,724,000, respectively,
over the amount which would have been recognized based upon the contractual
provisions of these leases.
The Company generates management fees and leasing commissions by providing
on-site property management and leasing services to third party owners.
Management fees are generally earned monthly and are 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 based on 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 that could result 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.
11
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"), a taxable REIT
subsidiary, 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.
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.
As a result, there were no stock options charged to income during the three and
nine months ended September 30, 2003. 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.
Three Months
Ended September 30,
2003 2002
-------------------------------
Net income available to common shareholders - As reported $ 3,290,000 $ 4,394,000
- Pro forma 2,926,000 4,064,000
Diluted earnings per share - As reported $0.15 $0.21
- Pro forma 0.14 0.19
Nine Months
Ended September 30,
2003 2002
-------------------------------
Net income available to common shareholders - As reported $11,011,000 $13,882,000
- Pro forma 10,220,000 12,927,000
Diluted earnings per share - As reported $0.52 $0.65
- Pro forma 0.48 0.60
Fair Value of Financial Instruments. The Company believes 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 $397.6 million
at September 30, 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 placed
in escrow for purposes of making payments for certain future building
improvements, tenant allowances, leasing commissions, real estate taxes, and
debt service.
12
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 the Company distributes in
the form of dividends at least 100 percent of REIT taxable income, the Company
would pay no income tax; all taxable income would be taxed at the individual
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 nine months of
2003 and has, therefore, recorded no provision for federal income taxes for the
three and nine months ended September 30, 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.
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 September 30, 2003, approximately 66% of the property's
rentable space was leased.
During the second quarter of 2003, the Company sold approximately 7.7 acres of
undeveloped land at its Charlotte Carmel property for approximately $1.6 million
and recognized a gain of approximately $585,000.
On September 11, 2003, the Company acquired the Rosemeade Building and CIGNA
Plaza in Dallas, Texas for approximately $33.1 million. The properties are
comprised of two office buildings which contain approximately 280,000 square
feet of rentable space. The funds required for this acquisition were drawn from
proceeds from the Company's recent preferred stock issuance.
6. EARNINGS PER 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.
13
For the three and nine months ended September 30, 2003, earnings per common
share is calculated as follows (in thousands except per share data):
Three Months
Ended September 30,
2003 2002
---------- ---------
EARNINGS PER COMMON AND DILUTIVE
POTENTIAL COMMON SHARE:
Net Income available to common shareholders $ 3,290 $ 4,394
========= =========
Shares:
Weighted average number of common
shares outstanding - Basic 21,332 21,293
========= =========
EARNINGS PER SHARE - BASIC $ 0.15 $ 0.21
========== =========
Shares:
Weighted average number of common
shares outstanding - Basic 21,332 21,293
Effect of dilutive securities (a):
Stock options 123 117
--------- ---------
Adjusted weighted average common shares - Diluted 21,455 21,410
========= =========
EARNINGS PER SHARE - DILUTED $ 0.15 $ 0.21
========= =========
Nine Months
Ended September 30,
2003 2002
---------- ---------
EARNINGS PER COMMON AND DILUTIVE
POTENTIAL COMMON SHARE:
Net Income available to common shareholders $ 11,011 $ 13,882
========= =========
Shares:
Weighted average number of common
shares outstanding - Basic 21,314 21,258
========= =========
EARNINGS PER SHARE - BASIC $ 0.52 $ 0.65
========= =========
Shares:
Weighted average number of common
shares outstanding - Basic 21,314 21,258
Effect of dilutive securities (a):
Stock options 63 149
--------- ---------
Adjusted weighted average common shares - Diluted 21,377 21,407
========= =========
EARNINGS PER SHARE - DILUTED $ 0.52 $ 0.65
========= =========
(a) Shares issuable were derived using the "Treasury Stock Method" for all
dilutive potential shares.
14
7. MORTGAGES AND LOANS PAYABLE. At September 30, 2003, the Company had
$394,128,000 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 $ 1,350
2004 82,631
2005 6,112
2006 23,706
2007 98,098
Subsequent Years 182,231
----------
Total $ 394,128
==========
8. DIVIDENDS. The Company paid quarterly dividends of $0.35 per share on
February 6, 2003, May 1, 2003, and August 7, 2003, to shareholders of record on
December 31, 2002, March 31, 2003, and June 30, 2003, respectively. During the
quarter ended September 30, 2003, the Company's Board of Directors declared a
quarterly dividend of $0.35 per share payable on November 6, 2003, to
shareholders of record on September 30, 2003. The Company currently expects that
significantly 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 Texas.
10. NOTES RECEIVABLE FROM STOCK SALES. On February 17, 2000, and in
conjunction with the Company's plan (the "Repurchase Plan") to repurchase up to
2.65 million shares of common stock (the "Shares"), the Company entered into an
agreement to, from time to time, loan to Mr. Thomas J. Crocker, Chief Executive
Officer, and Mr. Robert E. Onisko, former Chief Financial Officer (collectively,
the "Officers"), certain amounts in connection with their purchase of up to
500,000 shares and 150,000 shares, respectively, of the Company's common stock
(collectively the "Loan Stock"). For Loan Stock purchases consummated pursuant
to the Company's 1998 Equity and Cash Incentive Plan, the Company has agreed to
advance up to 100% of the purchase price of the shares. For Loan Stock purchases
consummated in the open market or pursuant to the Repurchase Plan, the Company
has agreed to advance up to 50% of the purchase price of the shares. Each
Officer's loans are collateralized by any Loan Stock purchased by such Officer.
Aside from an Officer's equity interest in Loan Shares, the Company has limited
or no personal recourse against an Officer for the principal amount of any loan.
The Officers are personally obligated to make any and all interest payments.
Each loan bears interest at 150 basis points over the applicable LIBOR rate,
which interest is payable quarterly. The outstanding principal amount of each
loan and all accrued but unpaid interest is due on the earlier of (i) February
17, 2010 or (ii) the second anniversary of the Officer's termination by the
Company for cause. As of September 30, 2003, Mr. Crocker had purchased 320,370
shares of Loan Stock and the aggregate outstanding principal balance of his
loans was approximately $3,975,000. As of September 30, 2003, Mr. Onisko has
purchased 102,490 shares of Loan Stock and the aggregate outstanding principal
balance of his loans was approximately $1,291,000. The Company's obligation to
extend loans to Mr. Onisko terminated as of July 1, 2003. The Company's loans to
Mr. Crocker and Mr. Onisko were made under the terms of a contract which
precedes the Sarbanes-Oxley Act.
15
11. PREFERRED STOCK. On September 10, 2003, the Company issued
2,990,000 shares of 8-1/2% Series A Cumulative Redeemable Preferred Stock
(redeemable at the option of the Company), including 390,000 shares issued in
connection with the exercise of an over-allotment option granted to the
Company's underwriter. The offering resulted in approximately $72.1 million in
net proceeds, of which $33.1 million was used to fund the acquisition of the
Rosemeade Building and CIGNA Plaza in Dallas, Texas, and to pay down $34 million
of the Company's secured revolving credit facility, with the remaining proceeds
used for general corporate purposes. During the three and nine months ended
September 30, 2003, the Company accrued preferred stock dividends of $371,000.
12. SUBSEQUENT EVENT. On October 31, 2003, the Company, through a newly
formed DownREIT limited partnership, provided its portion of a non-refundable
deposit for the acquisition of all of the partnership interests in a partnership
that owns an office building known as Broward Financial Center, which is located
in Ft. Lauderdale, Florida and contains 325,000 square feet of rentable space.
The transaction is expected to close in January 2004.
The newly formed DownREIT limited partnership will enter into a joint venture
with Investcorp Properties Limited of New York to make the acquisition, and have
a 30% interest in the joint venture. The Company's total investment in this
joint venture is currently estimated to be between $4.5 million and $5.0
million, including closing costs and fees. The Company's CEO has a 50% ownership
interest in entities which own approximately 14% of the selling partnership.
These entities, which the Company's CEO has an interest in, will contribute
their partnership interests to the newly formed DownREIT in exchange for
DownREIT limited partnership units. At this time, it is estimated that
approximately 40 percent of the DownREIT limited partnership units will be owned
by these entities.
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 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 September 30, 2003, approximately 66%
of the property's rentable space was leased.
On December 6, 2002, the Company acquired The Lakes on Post Oak, a 1.2 million
square foot, suburban three building office complex located in Houston, Texas,
for approximately $101.5 million and other transaction costs. As of September
30, 2003, approximately 75% of the property's rentable space was leased.
On September 11, 2003, the Company acquired the Rosemeade Building and CIGNA
Plaza in Dallas, Texas for approximately $33.1 million. The properties are
comprised of two office buildings which contain approximately 280,000 square
feet of rentable space. The funds required for this acquisition were drawn from
proceeds from the Company's recent preferred stock issuance. As of September 30,
2003, the Rosemeade Building and CIGNA Plaza were 100% and 92% occupied,
respectively.
16
RESULTS OF OPERATIONS
Rental and other rental services revenues totaled $35,163,000 for the quarter
ended September 30, 2003, compared to $31,836,000 for the quarter ended
September 30, 2002. Rental and other rental services revenues totaled
$107,407,000 for the nine months ended September 30, 2003, compared to
$94,286,000 for the nine months ended September 30, 2002. These increases
resulted primarily from the acquisition of The Lakes on Post Oak property in
December 2002 ($4.3 million and $13.8 million for the quarter and nine months
ended September 30, 2003, respectively) and an increase in rental revenues from
the Three Ravinia Drive property acquired on January 31, 2002 ($200,000 and $2.2
million for the quarter and nine months ended September 30, 2003, respectively).
The effect of these increases was partially offset by a decline in rental
revenues at the remainder of the Company's properties. At September 30, 2003,
the Company's buildings were on average 82 percent occupied with an average
rental rate of $17.28 per rentable square foot. Excluding properties acquired
during 2002 and 2003, the remainder of the Company's buildings were on average
84 percent occupied with an average rental rate of $16.93. At September 30,
2002, the Company's buildings were on average 86 percent occupied with an
average rental rate of $16.91 per rentable square foot.
There were no management fee revenues for the quarter ended September 30, 2003,
compared to $839,000 for the quarter ended September 30, 2002. Management fee
revenues totaled $331,000 for the nine months ended September 30, 2003, compared
to $2,590,000 for the nine months ended September 30, 2002. These decreases were
due primarily to the loss of fees from the AP-Knight LP management agreement
that was terminated in December 2002 and the loss of fees from the Crocker
Realty Trust management agreement that was terminated in May 2003.
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
------------------------------ ------------ -------------------
September 30, 2003--Quarter $13,907,000 39.6%
September 30, 2002--Quarter $11,846,000 37.2%
September 30, 2003--Nine Months $41,949,000 39.1%
September 30, 2002--Nine Months $34,233,000 36.3%
These increases in property operations expense ratios were due primarily to
increases in the Company's expenditures for property insurance and maintenance
and an increase in the Company's provision for bad debts in 2003 as compared to
the same periods in 2002.
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 $942,000 for the three months ended September 30,
2003, compared to the same period in 2002. Depreciation expense increased
$3,230,000 for the nine months ended September 30, 2003, compared to the same
period in 2002. These increases were 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
$320,000 for the three months ended September 30, 2003, compared to the same
period in 2002. Amortization expense increased $1,392,000 for the nine months
ended September 30, 2003, compared to the same period in 2002. These increases
were due primarily to an increase in the Company's expenditures for deferred
tenant costs and the amortization of the recorded fair value of leases acquired
in the purchases of Three Ravinia Drive and The Lakes on Post Oak.
17
General and administrative expenses for the three months ended September 30,
2003 and 2002, totaled $2,385,000 and $2,971,000, respectively. General and
administrative expenses for the nine months ended September 30, 2003 and 2002,
totaled $8,415,000 and $8,428,000, respectively. These decreases were due
primarily to reduced accruals for special distributions payable to certain of
the Company's executive officers. These decreases were partially offset by an
increase in professional fees, a reduction in the allocation of corporate
overhead to direct costs of management fees, the cost of relocating the
Company's corporate management offices, and the write off of certain amounts
related to abandoned development projects. Additionally, the Company accrued
certain amounts during the second quarter of 2003 that were payable to the
Company's former Chief Financial Officer under the terms of a settlement
agreement. These amounts were paid during the third quarter of 2003.
Direct costs of management fees decreased $797,000 for the three months ended
September 30, 2003, compared to the same period in 2002. Direct costs of
management fees decreased $2,542,000 for the nine months ended September 30,
2003, compared to the same period in 2002. These decreases were due primarily to
the loss of the AP-Knight LP management agreement that was terminated in
December 2002 and the loss of the Crocker Realty Trust asset management
agreement that was terminated in May 2003.
Interest revenues decreased $150,000 for the nine months ended September 30,
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 September 30, 2003, interest expense increased to
$7,289,000 from $6,041,000 for the three months ended September 30, 2002. For
the nine months ended September 30, 2003, interest expense increased to
$22,059,000 from $17,864,000 for the nine months ended September 30, 2002. These
increases were due primarily to an increase in the Company's average debt
balance in 2003 as compared to 2002 that resulted from the Company's acquisition
of The Lakes on Post Oak in December 2002. At September 30, 2003 and 2002, the
weighted average interest rate on the Company's outstanding debt was
approximately 6.64 percent and 7.13 percent, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Operating Activities-- During the nine months ended September 30, 2003,
the Company generated approximately $43.0 million in net cash from operating
activities, approximately $3.5 million more than the comparable period of 2002.
The Company's increased generation of cash from operations is primarily
attributable to an increase in the aggregate rate of depreciation and
amortization (approximately $4.6 million) and a growth in the rate of increases
in accounts payable, accrued liabilities and other liabilities (approximately
$2.6 million). The increase in cash generated by operations was partly offset by
a decrease in Net income (approximately $2.5 million).
The Company's primary internal sources of cash are the collection of rents from
buildings owned by the Company. 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.
The level of cash flow generated by rents depends primarily on the occupancy
rates of the Company's buildings and changes in rental rates on new and renewed
leases and under escalation provisions in existing leases. At September 30,
2003, leases representing approximately 7.7 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 137
18
leases for space in buildings located in 16 of the 18 centers or locations in
which the Company owns buildings. Certain of these tenants may not renew their
leases or may reduce their demand for space. During the nine months ended
September 30, 2003, leases were renewed on approximately 40 percent of the
Company's rentable square feet that were scheduled to expire during the
nine-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 21 percent of the Company's occupied
space at September 30, 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 eliminated
its Department of Labor, which resulted in a decrease in rental income with
respect to the Company's property in Tallahassee.
Historically, 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
continues to result 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-- At September 30, 2003, substantially all of the
Company's invested assets were in real properties. During the nine months ended
September 30, 2003 and September 30, 2002, the Company's primary use of cash for
investing activities was property acquisitions. Of the $47.0 million and $150.9
million utilized in investing activities in the nine months ended September 30,
2003 and September 30, 2002, respectively, $33.1 million and $125.5 million was
for property acquisitions.
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 September 30, 2003, approximately 66% of
the property's rentable space was leased.
During the second quarter of 2003, the Company sold approximately 7.7 acres of
undeveloped land at its Charlotte Carmel property for approximately $1.6
million.
On September 11, 2003, the Company acquired the Rosemeade Building and CIGNA
Plaza in Dallas, Texas for approximately $33.1 million. The properties are
comprised of two office buildings which contain approximately 280,000 square
feet of rentable space. The funds required for this acquisition were drawn from
proceeds from the Company's recent preferred stock issuance.
At September 30, 2003, substantially all of the Company's invested assets were
in real properties. Improvements to the
19
Company's existing properties have been financed through internal operations and
lender required escrow accounts at The Lakes on Post Oak. During the nine months
ended September 30, 2003, the Company's expenditures for improvements to first
generation space and to existing properties increased approximately $3.1 million
from the corresponding period in 2002. This increase was due primarily to
increased tenant allowances for capital improvements.
Financing Activities-- The Company generated $12.7 million and $9.0
million of cash from financing activities in the nine months ended September 30,
2003 and September 30, 2002, respectively. For the nine months ended September
30, 2003, the Company's largest sources of cash from financing activities were
proceeds from the registered sale of preferred stock ( $72.1 million) and
proceeds from mortgages and loans ($36.0 million). In the same time period, the
Company's largest uses of cash for financing activities were principal payments
on mortgages and loans payable ($73.6 million) and dividends paid ($22.4
million). For the nine months ended September 30, 2002, the Company's largest
sources of cash for financing activities were proceeds from mortgages and loans
($88.0 million) and proceeds from the exercise of stock options ($2.1 million).
In the same period, the Company's primary uses of cash for financing activities
were principal payments on mortgages and loans payable ($21.7 million) and
dividends paid ($59.0 million).
The Company has a $100 million secured revolving credit facility (none of which
had been borrowed on September 30, 2003) provided by Fleet Bank. At September
30, 2003, the Company had two buildings in Dallas, Texas that were unencumbered.
Loan maturities and normal amortization of mortgages and loans payable are
expected to total approximately $1.35 million during the remainder of calendar
year 2003.
On September 10, 2003, the Company issued 2,990,000 shares of 8-1/2% Series A
Cumulative Redeemable Preferred Stock, including 390,000 shares issued in
connection with the exercise of an over-allotment option granted to the
Company's underwriter. The offering resulted in approximately $72.1 million in
net proceeds, of which $33.1 million was used to fund the acquisition of the
Rosemeade Building and CIGNA Plaza in Dallas, Texas, and to pay down $34 million
of the Company's secured revolving credit facility, with the remaining proceeds
used for general corporate purposes. During the three and nine months ended
September 30, 2003, the Company accrued preferred stock dividends of $371,000.
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 (none of which had been borrowed on September 30,
2003) 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 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 September 30, 2003, the Company had borrowed approximately
$78.5 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 $785,000.
20
Additionally, the Company had $315.7 million outstanding under loans with fixed
interest rates as of September 30, 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. Assuming the
Company was unable to refinance its existing fixed rate debt and if the market
interest rate on this debt were 100 basis points lower than the fixed rates, the
Company's above market annual interest expense would be approximately $3,157,000
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.
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.
21
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 5. Other Information
(a) The following table sets forth, with respect to each office project or
location at September 30, 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
Office Project/Location Feet Feet Occupied (1) Foot (2)
- ----------------------- ---------- ----------- ------------ --------
Atlanta Chamblee 1,199,800 1,124,194 95% $18.23
Atlanta Gwinnett 274,400 262,789 88% 19.32
Atlanta Perimeter 184,000 176,503 58% 20.75
Atlanta Three Ravinia (3) 845,000 804,528 66% 17.69 (4)
Charlotte University 190,600 182,891 85% 18.03
Charlotte Vanguard 548,200 526,356 52% 16.34
Dallas Cigna Plaza (3) 133,600 127,226 92% 22.84
Dallas Rosemeade (3) 159,800 152,163 100% 22.87
Houston Post Oak (3) 1,265,000 1,204,852 75% 17.65
Jacksonville Baymeadows 793,400 751,315 99% 14.71 (4)
Jacksonville JTB 436,000 416,773 100% 12.51 (4)
Memphis Germantown 562,600 530,688 80% 18.27
Orlando Central 699,700 616,507 93% 16.71
Orlando Lake Mary 318,000 303,481 65% 18.23
Orlando University 405,200 383,813 82% 19.41
Richmond Paragon 154,300 145,127 99% 19.62
St. Petersburg 715,500 668,144 88% 16.57
Tallahassee 960,300 834,025 71% 17.70
----------- ------------
Total 9,845,400 9,211,375
=========== ============
Weighted Average - Total Company 82% $17.28
=== ======
Weighted Average - Same Store 84% $16.93
=== ======
Weighted Average - Acquisition 74% $18.49
=== ======
(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 an office
project or location as of September 30, 2003 by (b) the rentable square
feet applicable to such total annualized rents.
(3) Properties acquired during 2002 and 2003.
(4) Includes the effect of "triple net" leases where tenants pay
substantially all operating costs in addition to base rent.
22
(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
September 30, 2003 and on the terms of leases in effect as of
September 30, 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 40 percent of the Company's rentable square
feet which were scheduled to expire during the nine months ended
September 30, 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 137 591,479 7.9% $16.71 $ 9,883,473 7.7%
2004 241 1,051,244 14.1% 17.74 18,653,312 14.5%
2005 183 970,186 13.0% 16.79 16,286,347 12.6%
2006 137 792,684 10.6% 17.11 13,559,088 10.5%
2007 81 1,080,849 14.4% 17.59 19,015,015 14.8%
2008 64 867,082 11.6% 17.96 15,570,299 12.0%
2009 31 1,259,709 16.9% 18.14 22,856,559 17.7%
2010 7 144,055 1.9% 17.28 2,489,822 1.9%
2011 5 141,832 1.9% 14.21 2,015,616 1.5%
Other 11 565,484 7.7% 15.09 8,535,816 6.8%
------ ---------- ------ ------ ------------ --------
Total 897 7,464,604 100.0% $17.26 $128,865,346 100.0%
====== ========== ====== ====== ============ ======
23
(c) The National Association of Real Estate Investment Trusts ("NAREIT")
adopted the definition of funds from operations ("FFO") in order to
promote an industry standard measure of REIT financial and operating
performance. The Company believes that the presentation of FFO (defined
below) provides useful information to investors regarding the Company's
financial condition and results of operations, particularly in reference
to the Company's ability to service debt, fund capital expenditures and
pay cash dividends. FFO adds back historical cost depreciation, which
assumes the value of real estate assets diminishes predictably in the
future. Real estate asset values increase or decrease with market
conditions. Consequently, FFO may be a useful measure in evaluating the
Company's operating performance by disregarding historical cost
depreciation.
NAREIT defines FFO as net income (loss) (computed in accordance with
generally accepted accounting principles (GAAP), excluding gains
(losses) from sales of property, plus depreciation and amortization and
after adjustments for unconsolidated partnerships and joint ventures.
FFO is presented to assist investors in analyzing the performance of the
Company. While we believe our calculation of FFO conforms to the NAREIT
definition, our method of calculating FFO may be different from methods
used by other REITs. Accordingly, the Company's method of calculating
FFO may not be comparable to these other REITs and the method preferred
by NAREIT. Moreover, FFO (i) does not represent cash flows from
operating activities as defined by generally accepted accounting
principles, (ii) is not indicative of cash available to fund all cash
flow and liquidity needs, including the ability to make distributions,
and (iii) should not be considered as an alternative to net income (as
determined in accordance with generally accepted accounting principles)
for purposes of evaluating the Company's operating performance.
The following presents the Company's calculations of FFO for the three
and nine months ended September 30, 2003 and 2002 (in thousands):
Three Months
Ended September 30,
2003 2002
------------------------
(in thousands)
Net Income available to common shareholders $ 3,290 $ 4,394
Real estate related depreciation 7,147 6,174
Real estate related amortization
- deferred tenant costs 436 378
Real estate related amortization
- fair value of acquired leases 378 --
Gain on sale of non-operating assets -- (1)
--------- ----------
Funds from Operations $11,251 $10,945
========= ==========
Nine Months
Ended September 30,
2003 2002
------------------------
(in thousands)
Net Income available to common shareholders $ 11,011 $ 13,882
Real estate related depreciation 21,728 18,493
Real estate related amortization
- deferred tenant costs 1,264 1,080
Real estate related amortization
- fair value of acquired leases 1,303 --
Minority interest -- 20
Gain on sale of non-operating assets (589) (2)
---------- ----------
Funds from Operations $ 34,717 $ 33,473
========== ==========
24
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Number Description
------ -----------
12 Statements Regarding Computation of Ratios
15 Letter re: Unaudited interim financial information.
32 Certification of Principal Executive Officer and Principal
Financial Officer.
(b) Reports on Form 8-K
On July 16, 2003, the Company filed a Form 8-K (dated July 15, 2003) reporting
under Item 5, Other Events, the announcement of its quarterly conference call to
discuss second quarter 2003 financial results for the period ended June 30,
2003, and including under Item 7, Financial Statements and Exhibits, the Koger
Equity, Inc. News Release, dated July 15, 2003.
On July 25, 2003, the Company filed a Form 8-K (dated July 22, 2003) reporting
under Item 5, Other Events, the announcement to reschedule its quarterly
conference call to discuss second quarter 2003 financial results to Tuesday,
August 5, 2003, for the period ended June 30, 2003, and including under Item 7,
Financial Statements and Exhibits, the Koger Equity, Inc. News Release, dated
July 22, 2003.
On August 7, 2003, the Company filed a Form 8-K (dated August 4, 2003) reporting
under Item 9, Regulation FD Disclosure, the announcement of its quarterly
results for the period ended June 30, 2003, and related supplemental
information, dated June 30, 2003, and including under Item 7, Financial
Statements and Exhibits, the Koger Equity, Inc. News Release, dated August 4,
2003 and related supplemental information.
On August 19, 2003, the Company filed a Form 8-K (dated August 15, 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 August 15, 2003.
On September 2, 2003, the Company filed a Form 8-K (dated September 2, 2003)
reporting under Item 5, Other Events, certain historical ratios of earnings to
fixed charges and information about securities underlying the Company's
outstanding stock options at December 31, 2002, and including under Item 7,
Financial Statements and Exhibits, a schedule of the Company's ratios of
earnings to fixed charges.
On September 10, 2003, the Company filed a Form 8-K (dated September 3, 2003)
reporting under Item 5, Other Events, the issuance of 2,990,000 of 8 1/2% Series
A Cumulative Redeemable Preferred Stock, $.01 par value per share, and including
under Item 7, Financial Statements and Exhibits, the Underwriting Agreement
between Koger Equity, Inc. and Morgan Stanley & Co. Incorporated dated September
3, 2003.
On September 15, 2003, the Company filed a Form 8-K (dated September 11, 2003),
reporting under Item 2, Acquisition or Disposition of Assets, the acquisition of
the Rosemeade Building and CIGNA Plaza in Dallas, Texas, and including under
Item 7, Financial Statements and Exhibits, the Koger Equity, Inc. News Release,
dated September 12, 2003.
25
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: November 11, 2003 /s/ Steven A. Abney
------------------------------
Steven A. Abney
Vice President, Finance and
Chief Accounting Officer
(Principal Financial Officer)
Koger Equity, Inc.
26
CERTIFICATE OF
PRINCIPAL EXECUTIVE OFFICER
1. I have reviewed this quarterly report on Form 10-Q of Koger Equity, Inc.:
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
4. The Company's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
b. Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
c. Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The company's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
Dated: November 11, 2003 /s/ Thomas J. Crocker
------------------------------
Thomas J. Crocker
Chief Executive Officer
(Principal Executive Officer)
Koger Equity, Inc.
27
CERTIFICATE OF
PRINCIPAL FINANCIAL OFFICER
1. I have reviewed this quarterly report on Form 10-Q of Koger Equity, Inc.:
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
4. The Company's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
b. Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
c. Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The company's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
Dated: November 11, 2003 /s/ Steven A. Abney
------------------------------
Steven A. Abney
Vice President, Finance and
Chief Accounting Officer
(Principal Financial Officer)
Koger Equity, Inc.
28