-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GFRoPgtKMBfpnT9fsPV9KLJbs3dMomkDLSln5Dipai44Cp1sIcTbdFy0Ou8jCHA9 XI7JLq4Sfd49/BRtXTuaow== 0000950144-04-003674.txt : 20040408 0000950144-04-003674.hdr.sgml : 20040408 20040408161603 ACCESSION NUMBER: 0000950144-04-003674 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040402 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040408 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KOGER EQUITY INC CENTRAL INDEX KEY: 0000835664 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 592898045 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09997 FILM NUMBER: 04725095 BUSINESS ADDRESS: STREET 1: 8880 FREEDOM CROSSING TRAIL CITY: JACKSONVILLE STATE: FL ZIP: 32256 BUSINESS PHONE: 9047321000 MAIL ADDRESS: STREET 1: 8880 FREEDOM CROSSING TRAIL CITY: JACKSONVILLE STATE: FL ZIP: 32256 8-K 1 g88388e8vk.htm KOGER EQUITY INC. Koger Equity Inc.
 



UNITED STATES
SECURITIES and EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 2, 2004

KOGER EQUITY, INC.


(Exact name of registrant as specified in its charter)

FLORIDA
(State or other jurisdiction of incorporation)

     
1-9997
(Commission File Number)
  59-2898045
(IRS Employer Identification No.)
     
225 NE Mizner Blvd., Suite 200
Boca Raton, Florida

(Address of principal executive offices)
  33432
(Zip Code)

(561) 395-9666
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)



 


 

Item 2. Acquisition or Disposition of Assets.

On April 2, 2004, Koger Equity, Inc. (the “Company”) acquired four properties (the “Properties”), including two Class “A” office buildings, a ground lease and an undeveloped parcel of land located in the Decoverly Office Park in Rockville, Maryland for a purchase price of $42.0 million plus closing and other costs. The two office buildings aggregate approximately 155,000 square feet of rentable space. The undeveloped land parcel contains 3.2 acres with an approved site plan for a four-story 105,000 square foot office building. The funds required for this acquisition were drawn from proceeds from the Company’s January 2004 common stock offering. The Properties were acquired through the purchase of partnership interests from Boston Properties, Inc., an unrelated third party.

The Company considered various factors in determining the price to be paid for the Properties. Factors considered included the nature of the tenants and terms of leases in place, opportunities for alternative and new tenancies, historical and expected cash flows, occupancy rates, current operating costs on the Properties and anticipated changes therein under Company ownership, the physical condition and location of the Properties, the need for capital improvements, the anticipated effect on the Company’s financial results, and other factors. The Company took into consideration capitalization rates at which it believed other comparable properties had recently sold. However, the Company determined the price it was willing to pay primarily on the factors discussed above relating to the Properties themselves and their fit into the Company’s existing operations. No separate independent appraisal was obtained in connection with this acquisition.

2


 

Item 7. Financial Statements and Exhibits

Listed below are the financial statements, pro forma financial information and exhibits, if any, filed as part of this report.

  (a)   Financial Statements of Real Estate Acquired.

      The Company has engaged an independent accounting firm to audit the Properties’ Statement of Revenues and Certain Expenses for the year ended December 31, 2003. This Statement will be prepared in accordance with Rule 3-14 of Regulation S-X of the Securities and Exchange Commission. Upon the completion of the audit and within 75 days of the reportable event described above, the Company will file the audited Statement as an amendment to this Form 8-K.

  (b)   Pro Forma Financial Statements.

      The Company is currently developing unaudited pro forma financial statements including (i) the Company’s pro forma balance sheet as of December 31, 2003, as if the acquisition occurred on December 31, 2003, (ii) the Company’s pro forma statement of operations for the year ended December 31, 2003, as if the acquisition occurred on January 1, 2003, and (iii) a pro forma statement of estimated taxable operating results and estimated cash to be made available by operations of the Company for the year ended December 31, 2003, as if the acquisition occurred on January 1, 2003. Within 75 days of the reportable event described above, the Company will file the pro forma financial statements as an amendment to this Form 8-K.

  (c)   Exhibits.

     
Exhibit    
Number
  Description of Exhibit
99
  Koger Equity, Inc. News Release, dated April 5, 2004.

3


 

Item 9. Regulation FD Disclosure

Koger Equity, Inc. announced the acquisition of four properties, including two Class “A” office buildings, a ground lease and an undeveloped parcel of land located in the Decoverly Office Park in Rockville, Maryland. The two office buildings aggregate approximately 155,000 square feet of rentable space, as more particularly described in its News Release, dated April 5, 2004, a copy of which is attached hereto as Exhibit 99 and by this reference made a part hereof.

For more information on Koger Equity, Inc., contact the company at 800-850-2037 or visit its Web site at www.koger.com.

4


 

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.
 
 
Dated: April 8, 2004  By:   /s/ Steven A. Abney    
    Steven A. Abney    
    Title:   Vice President, Finance and Chief Accounting Officer
(Principal Financial Officer) 
 

5

EX-99 3 g88388exv99.htm PRESS RELEASE DATED APRIL 5, 2004 Press Release dated April 5, 2004
 

         

EXHIBIT 99

KOGER EQUITY, INC.
225 NE Mizner Boulevard, Suite 200
Boca Raton, Florida 33432

NEWS

Koger Equity, Inc. Acquires Properties in Rockville, Maryland
Company’s First Acquisition in Suburban Washington, DC Market

Boca Raton, Florida—April 5, 2004— Koger Equity, Inc. (NYSE:KE) announced today that it has acquired four properties, including two Class “A” office buildings, a ground lease and an undeveloped parcel of land located in the Decoverly Office Park in Rockville, Maryland. This acquisition marks the Company’s entry into the suburban Washington, DC area. The Company will fund the acquisition through the use of proceeds from its January 2004 common stock offering.

The two office buildings aggregate approximately 155,000 square feet of rentable space, and are currently 91.6% occupied. The undeveloped land parcel contains 3.2 acres with an approved site plan for a four-story 105,000 square foot office building.

Tom Crocker, Chief Executive Officer, said, “We are excited to be entering the suburban Washington, DC market with this acquisition. This transaction complements our strategy of acquiring in-fill locations with strong, long-term growth potential, and in this case includes a future development opportunity. We believe Koger has developed a solid reputation as one of the leading “Class A” office owners in the Southeastern United States and hope to build on that as we expand into the suburban Washington, DC market.”

Estimates and certain other matters discussed in this press release may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although Koger Equity, Inc. believes the expectations reflected in such forward-looking statements are based on reasonable assumptions; there can be no assurance that its expectations will be attained. Certain factors that could cause actual results to differ materially from the Company’s expectations are set forth as risk factors in the Company’s SEC reports and filings, including its annual report on Form 10-K. Included among these factors are changes in general economic conditions, including changes in the economic conditions affecting industries in which its principal tenants compete; its ability to timely lease or re-lease space at current or anticipated rents to creditworthy tenants; its ability to achieve economies of scale over time; the demand for tenant services beyond those traditionally provided by landlords; changes in interest rates; changes in operating costs; its ability to attract and retain high-quality personnel at a reasonable cost in a highly competitive labor environment; future demand for its debt and equity securities; its ability to refinance its debt on reasonable terms at maturity; and its ability to complete current and future development projects on schedule and on budget. Many of these factors are beyond the Company’s ability to control or predict. Forward-looking statements are not guarantees of performance. For forward-looking statements contained or incorporated by reference herein, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.

About Koger Equity

Koger Equity, Inc. owns or has interests in 132 office buildings, containing 10.4 million rentable square feet, primarily located in 20 suburban office projects and two urban centers in 12 metropolitan areas in the Southeastern United States, Texas and Maryland.

For more information about Koger Equity, contact its website at http://www.koger.com or Investor Relations, 225 NE Mizner Boulevard, Suite 200, Boca Raton, Florida 33432-3945, or call 1-800-850-2037.

CONTACT: Investor Relations

Thomas Brockwell,
800-850-2037
or
Integrated Corporate Relations
Brad Cohen
203-222-9013

 


 

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