UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
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 0-22411
SUMMIT PROPERTIES PARTNERSHIP, L.P.
(Exact name of registrant as specified in its charter)
DELEWARE 56-1857809
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
212 S. TRYON STREET
SUITE 500
CHARLOTTE, NORTH CAROLINA 28281
(Address of principal executive offices) (Zip code)
(704) 334-3000
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check 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 [ ]
<PAGE>
SUMMIT PROPERTIES PARTNERSHIP, L.P.
INDEX
<TABLE>
<CAPTION>
<S> <C>
PAGE
----
PART I FINANCIAL INFORMATION
Item 1 Financial Statements
Consolidated Balance Sheets as of September 30, 1999 and December 31, 1998 (Unaudited)...............3
Consolidated Statements of Earnings for the three and nine months ended September 30, 1999 and
1998 (Unaudited).....................................................................................4
Consolidated Statement of Partners' Equity for the nine months ended September 30,
1999 (Unaudited).....................................................................................5
Consolidated Statements of Cash Flows for the nine months ended September 30, 1999 and
1998 (Unaudited).....................................................................................6
Notes to Consolidated Financial Statements (Unaudited)...............................................7
Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations...............14
Item 3 Quantitative and Qualitative Disclosure about Market Risk...........................................30
PART II OTHER INFORMATION
Item 2 Changes in Securities...............................................................................31
Item 6 Exhibits and Reports on Form 8-K....................................................................32
Signatures..........................................................................................33
</TABLE>
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SUMMIT PROPERTIES PARTNERSHIP, L.P.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1998
------------ -----------
<S> <C> <C>
ASSETS
Real estate assets:
Land and land improvements $ 179,700 $ 169,374
Buildings and improvements 908,130 836,054
Furniture, fixtures and equipment 70,434 63,963
----------- -----------
1,158,264 1,069,391
Less: accumulated depreciation (132,770) (115,128)
----------- -----------
Operating real estate assets 1,025,494 954,263
Construction in progress 137,584 137,145
----------- -----------
Net real estate assets 1,163,078 1,091,408
Cash and cash equivalents 3,249 2,837
Restricted cash 12,867 91,981
Deferred financing costs, net 6,966 7,538
Other assets 10,828 5,303
----------- -----------
Total assets $ 1,196,988 $ 1,199,067
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Notes payable $ 620,149 $ 726,103
Accrued interest payable 4,603 6,806
Accounts payable and accrued expenses 29,001 32,745
Distributions payable 13,117 12,713
Security deposits and prepaid rents 4,199 4,188
----------- -----------
Total liabilities 671,069 782,555
----------- -----------
Partners' common and preferred equity:
Series B preferred units- 3,400,000 issued and outstanding 82,718 --
Series C preferred units- 2,200,000 issued and outstanding 53,624 --
Partnership common units issued and outstanding 31,421,773
and 32,280,433
General partner - outstanding 314,217 and 322,804 4,626 4,895
Limited partners - outstanding 31,107,556 and
31,957,629 384,951 411,617
----------- -----------
Total Partners' Equity 525,919 416,512
----------- -----------
Total liabilities, partners' common and preferred equity $ 1,196,988 $ 1,199,067
=========== ===========
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
SUMMIT PROPERTIES PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF EARNINGS
(DOLLARS IN THOUSANDS EXCEPT FOR PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------------- ------------------------------
1999 1998 1999 1998
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues:
Rental $ 41,623 $ 35,333 $ 122,437 $ 99,279
Other property income 2,923 2,062 7,847 5,501
Interest 380 233 2,213 511
Other income 84 628 217 775
------------ ------------ ------------ ------------
Total revenues 45,010 38,256 132,714 106,066
------------ ------------ ------------ ------------
Expenses:
Property operating and maintenance:
Personnel 3,507 2,993 9,940 8,103
Advertising and promotion 680 625 1,930 1,731
Utilities 2,236 1,934 6,363 5,389
Building repairs and maintenance 2,313 2,738 6,438 7,216
Real estate taxes and insurance 4,114 3,381 13,146 10,251
Depreciation 8,824 7,373 25,682 20,774
Property supervision 1,068 904 3,112 2,545
Other operating expenses 683 696 2,191 1,964
------------ ------------ ------------ ------------
23,425 20,644 68,802 57,973
Interest 9,237 8,392 29,707 23,351
General and administrative 870 1,190 2,912 2,726
Loss (income) in equity investments:
Summit Management Company 354 138 961 95
Real estate joint venture 12 -- 26 --
------------ ------------ ------------ ------------
Total expenses 33,898 30,364 102,408 84,145
------------ ------------ ------------ ------------
Income before extraordinary items and gain on sale 11,112 7,892 30,306 21,921
of real estate assets
Gain on sale of real estate assets 2,487 -- 8,793 8,731
------------ ------------ ------------ -----------
Income before extraordinary items 13,599 7,892 39,099 30,652
Extraordinary items -- -- -- (185)
------------ ------------ ------------ ------------
Net income 13,599 7,892 39,099 30,467
Dividends to Series B preferred unitholders (1,902) -- (3,219) --
Dividends to Series C preferred unitholders (374) -- (374) --
------------ ------------ ------------ ------------
Income available to common unitholders 11,323 7,892 35,506 30,467
Income available to common unitholders allocated to general partner (113) (79) (355) (305)
------------ ------------ ------------ ------------
Income available to common unitholders allocated to limited partners $ 11,210 $ 7,813 $ 35,151 $ 30,162
============ ============ ============ ============
Per unit data:
Income before extraordinary items - basic and diluted $ 0.43 $ 0.27 $ 1.20 $ 1.06
============ ============ ============ ============
Net income - basic and diluted $ 0.43 $ 0.27 $ 1.20 $ 1.06
============ ============ ============ ============
Dividends to Series B preferred unitholders- basic and diluted $ (0.06) $ -- $ (0.10) $ --
============ ============ ============ ============
Dividends to Series C preferred unitholders- basic and diluted $ (0.01) $ -- $ (0.01) $ --
============ ============ ============ ============
Income available to common unitholders- basic and diluted $ 0.36 $ 0.27 $ 1.09 $ 1.06
============ ============ ============ ============
Distributions declared $ 0.42 $ 0.41 $ 1.25 $ 1.23
============ ============ ============ ============
Weighted average units - basic 31,921,369 29,462,433 32,501,908 28,808,330
============ ============ ============ ============
Weighted average units - diluted 31,986,522 29,468,032 32,530,885 28,825,095
============ ============ ============ ============
</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
SUMMIT PROPERTIES PARTNERSHIP, L.P.
CONSOLIDATED STATEMENT OF PARTNERS' EQUITY
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
COMMON UNITS
---------------------
SERIES C SERIES B
PREFERRED PREFERRED GENERAL LIMITED
UNITS UNITS PARTNER PARTNERS TOTAL
--------- --------- ------- -------- -----
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1998 $ -- $ -- $ 4,895 $ 411,617 $ 416,512
Distributions to common unitholders -- -- (406) (40,156) (40,562)
Contributions from Summit Properties related to:
Proceeds from dividend reinvestment and stock purchase -- -- 146 14,477 14,623
plans
Exercise of stock options -- -- 2 180 182
Repurchase of common stock -- -- (346) (34,268) (34,614)
Amortization of restricted stock grants -- -- 5 487 492
Net Proceeds from preferred units 53,624 82,718 -- -- 136,342
Issuance of employee notes receivable -- -- (31) (3,046) (3,077)
Repayments of employee notes receivable -- -- 5 510 515
Distributions to preferred unitholders -- -- (36) (3,557) (3,593)
Net income -- -- 391 38,708 39,099
--------- --------- --------- --------- ---------
Balance, September 30, 1999 $ 53,624 $ 82,718 $ 4,626 $ 384,951 $ 525,919
========= ========= ========= ========= =========
</TABLE>
See notes to consolidated financial statements.
5
<PAGE>
SUMMIT PROPERTIES PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
1999 1998
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 39,099 $ 30,467
Adjustments to reconcile net income to net cash
provided by operating activities:
Extraordinary items -- 185
Loss (income) in equity method investments 987 95
Gain on sale of real estate assets (8,793) (8,731)
Depreciation and amortization 26,248 21,778
Increase in restricted cash (3,807) (586)
Increase in other assets (1,278) (775)
Increase (decrease) in accrued interest payable (2,203) (1,439)
(Decrease) increase in accounts payable and accrued expenses (6,723) 6,156
Increase in security deposits and prepaid rents 11 301
--------- ---------
Net cash provided by operating activities 43,541 47,451
--------- ---------
Cash flows from investing activities:
Construction of real estate assets, net of payables (94,089) (92,946)
Proceeds from disposal of Communities 96,246 19,996
Purchase of Communities -- (73,654)
Capitalized interest (5,383) (4,352)
Recurring capital expenditures (5,083) (3,372)
Non-recurring capital expenditures (3,916) (3,279)
--------- ---------
Net cash used in investing activities (12,225) (157,607)
--------- ---------
Cash flows from financing activities:
Net (repayments) borrowings on line of credit (111,508) 103,627
Net borrowings on unsecured bonds 24,638 29,510
Repayment of mortgage debt (3,833) (14,873)
Repayments of tax exempt bonds (920) (945)
Distributions to common unitholders (40,177) (34,724)
Distributions to Series B preferred unitholders (3,219) --
Distributions to Series C preferred unitholders (374) --
Increase in employee notes receivable (3,077) (2,520)
Repayments of employe notes receivable 515 --
Net proceeds from Series B preferred units 82,718 --
Net proceeds from Series C preferred units 53,624 --
Contributions from Summit Properties related to:
Proceeds from dividend reinvestment and stock purchase plans 14,615 30,500
Decrease in advance proceeds from direct stock purchase plan (9,474) --
Repurchase of Summit Properties common stock (34,614) --
Exercise of stock options 182 841
--------- ---------
Net cash provided by financing activities (30,904) 111,416
--------- ---------
Net increase in cash and cash equivalents 412 1,260
Cash and cash equivalents, beginning of period 2,837 3,563
--------- ---------
Cash and cash equivalents, end of period $ 3,249 $ 4,823
========= =========
Supplemental disclosure of cash flow
information - Cash paid for interest, net of capitalized interest $ 31,166 $ 24,066
========= =========
</TABLE>
See notes to consolidated financial statements.
6
<PAGE>
SUMMIT PROPERTIES PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared by the
management of Summit Properties Partnership, L.P. (the "Operating Partnership")
in accordance with generally accepted accounting principles for interim
financial information and in conformity with the rules and regulations of the
Securities and Exchange Commission. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting only of normal recurring adjustments) considered necessary for a
fair presentation have been included. The results of operations for the nine
months ended September 30, 1999 are not necessarily indicative of the results
that may be expected for the full year. These financial statements should be
read in conjunction with the Operating Partnership's December 31, 1998 audited
financial statements and notes thereto included in the Operating Partnership's
Annual Report on Form 10-K.
The Operating Partnership conducts the business of developing, acquiring and
managing multi-family apartment communities for Summit Properties Inc. ("Summit
Properties"). Summit Properties is the sole general partner and majority owner
of the Operating Partnership. Summit Properties is a self-administered and
self-managed equity real estate investment trust ("REIT").
COMPREHENSIVE INCOME
Statement of Financial Accounting Standard No. 130, "Reporting Comprehensive
Income" (SFAS 130), presents standards for the reporting and display of
comprehensive income and its components. In addition to net income, SFAS 130
requires the reporting of other comprehensive income, defined as revenues,
expenses, gains and losses that are not included in net income under generally
accepted accounting principles. Comprehensive income is the same as net income
for all periods presented.
DERIVATIVE INSTRUMENT AND HEDGING ACTIVITIES
Statement of Financial Accounting Standard No. 133, "Accounting for Derivative
Instruments and Hedging Activities" (SFAS 133), presents standards for
accounting for derivative instruments. SFAS 133 is effective for the Operating
Partnership beginning after January 1, 2001. The Operating Partnership is in the
process of determining what impact, if any, the adoption of SFAS 133 will have
on the Operating Partnership's financial statements.
CHANGE IN ACCOUNTING POLICY
Effective January 1, 1999, the Operating Partnership implemented prospectively a
new accounting policy whereby expenditures for carpet replacements are
capitalized and depreciated over their estimated useful lives. Previously, the
cost of carpet replacements had been expensed. The Operating Partnership
believes that the newly adopted accounting policy is preferable as it is
consistent with the standards and practices utilized by the majority of the
Operating Partnership's peers and provides a better matching of expenses with
the related benefit of the expenditure. The change in accounting policy is being
treated as a change in accounting estimate. The effect of the change in the
accounting estimate for carpet for the three and nine months ended September 30,
1999 was an increase in net income of $435,000 and $1.2 million, respectively,
or $0.01 and $0.04 per basic and diluted share, respectively.
RECLASSIFICATIONS
Certain reclassifications have been made to the 1998 financial statements to
conform to the 1999 presentation.
2. REAL ESTATE JOINT VENTURES
The Operating Partnership obtained a 25% interest in a joint venture named
Station Hill, LLC, a North Carolina limited liability company ("Station Hill"),
the membership of which is comprised of the Operating Partnership and a wholly
owned subsidiary of a major financial services company, in exchange for the
contribution of two communities in December, 1998. Station Hill also owns, and
the Operating Partnership thereby holds a 25% interest in, five apartment
communities that were previously 100% owned by the Operating Partnership. These
five communities were sold by the Operating Partnership to Hollow Creek, LLC on
December 16, 1998 and were concurrently contributed to Station Hill by Hollow
Creek, LLC for a 75% joint venture interest. The Operating Partnership's initial
investment in Station Hill was reduced to zero when the Operating Partnership
eliminated the portion of the gain on disposal related to the percentage of
joint venture ownership interest retained. Station Hill is accounted for on the
equity method of accounting.
7
<PAGE>
2. REAL ESTATE JOINT VENTURES -- (CONTINUED)
The Operating Partnership owns a 49% interest in each of two other joint
ventures ("Construction Projects"). Each joint venture is developing an
apartment community which will be accounted for under the equity method of
accounting. The projects are both under construction and had no material
operations as of September 30, 1999. The construction costs are being funded
primarily through separate loans to each joint venture from unrelated third
parties equal to 100% of the construction costs. During the construction period,
in lieu of equity contributions to each of the respective joint ventures, the
Operating Partnership has under certain circumstances, subsequent to demand by
the third party lenders, agreed to make contributions which would reduce the
respective construction loans by an amount not to exceed 25% of the total
construction loan amount. Any such contribution would be deemed to be all or a
portion of the equity required to be contributed by the Operating Partnership to
the respective joint venture at the end of the construction and lease up period.
The Operating Partnership has the right to purchase its joint venture partner's
interest after the projects are complete.
The following is a condensed balance sheet for each of the real estate joint
ventures at September 30, 1999 and an income statement for the nine months ended
September 30, 1999 for the Station Hill joint venture, as the Construction
Projects had no material operations during the period. The balance sheets and
income statement set forth below reflect the operations of the joint ventures in
their entirety, not only the Operating Partnership's respective interests
therein:
<TABLE>
<CAPTION>
BALANCE SHEET
(IN THOUSANDS)
-----------------------------
STATION CONSTRUCTION
HILL PROJECTS
------------- --------------
<S> <C> <C>
Cash and cash equivalents $ 2,468 $ 135
Real estate assets other than construction in progress 89,866 --
Construction in progress -- 30,704
Other assets 430 32
-------- --------
Total assets $ 92,764 $ 30,871
======== ========
Mortgage payable $ 69,652 $ --
Construction loan payable -- 29,633
Construction liabilities payable -- 1,014
Other liabilities 1,452 396
Partners' capital 21,660 (172)
-------- --------
Total liabilities and partners' capital $ 92,764 $ 30,871
======== ========
INCOME
STATEMENT
(IN THOUSANDS)
----------------
STATION HILL
----------------
Revenues $ 8,871
Expenses:
Property operating 3,208
Depreciation and amortization 2,232
Interest 3,513
-------
Total expenses 8,953
-------
Net loss ($ 82)
=======
</TABLE>
3. COMMUNITY DISPOSITIONS
On June 18, 1999, the Operating Partnership sold an apartment community in
Bradenton, Florida, formerly known as Summit Hampton (352 apartment homes) for
$17.1 million. The disposition of Summit Hampton resulted in the recognition of
a gain on sale of $5.4 million. The net proceeds of $4.4 million, net of
tax-exempt bond assumption of $12.3 million, were placed into escrow with a
qualified intermediary in accordance with like-kind exchange income tax rules
and regulations and are expected to be used to fund future development
communities.
On June 24, 1999, the Operating Partnership sold an apartment community in
Goldsboro, North Carolina, formerly known as Summit Oak (100 apartment homes)
for $4.1 million. The disposition of Summit Oak resulted in the recognition of a
gain on sale of $907,000. The net proceeds of $1.5 million, net of mortgage
assumption of $2.5 million, were placed into escrow with a qualified
intermediary in accordance with like-kind exchange income tax rules and
regulations and are expected to be used to fund future development communities.
8
<PAGE>
On August 11, 1999, the Operating Partnership sold an apartment community in
Greenville, South Carolina, formerly known as Summit Beacon Ridge (144 apartment
homes) for $7.6 million. The disposition of Summit Beacon Ridge resulted in the
recognition of a gain on sale of $2.5 million. The net proceeds of $7.4 million
were placed into escrow with a qualified intermediary in accordance with
like-kind exchange income tax rules and regulations and are expected to be used
to fund future development communities.
4. NOTES PAYABLE
On May 29, 1998, the Operating Partnership established a program for the sale of
up to $95 million aggregate principal amount of Medium-Term Notes due nine
months or more from the date of issuance (the "MTN Program"). On March 18, 1999,
the Operating Partnership sold $25 million of notes under the MTN Program. Such
notes are due on March 16, 2009 and bear interest at 7.59% per year. Proceeds
from the notes issued were used to reduce the Operating Partnership's unsecured
line of credit. The Operating Partnership issued Medium-Term Notes with an
aggregate principal amount of $80 million ($55 million of which was issued
during 1998) in connection with the MTN Program. In July 1999, Summit Properties
and the Operating Partnership filed a shelf registration statement with the
Securities and Exchange Commission pursuant to which the Operating Partnership
may issue debt securities with an aggregate public offering price of up to $250
million. The Operating Partnership intends to establish a similar program for
the sale of Medium-Term Notes under such registration statement , pursuant to
which the Operating Partnership may issue Medium-Term Notes from time to time in
the future subject to conditions and other factors.
5. FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK
While the Operating Partnership has historically had limited involvement with
derivative financial instruments, the Operating Partnership may utilize such
instruments in certain situations to hedge interest rate exposure by modifying
the interest rate characteristics of related balance sheet instruments and
prospective financing transactions. The Operating Partnership does not utilize
derivative financial instruments for trading purposes. On September 16, 1999,
the Operating Partnership entered into an interest rate swap agreement with a
notional amount of $30 million, relating to $30 million of notes issued by the
Operating Partnership under the MTN Program which carry a fixed interest rate of
6.625% per annum (the "Fixed Rate"). Under the interest rate swap agreement,
through the maturity date of such notes of December 15, 2003, (i) the Operating
Partnership has agreed to pay to the counterparty the interest that would have
been incurred on the $30 million principal amount of the notes at a floating
interest rate of LIBOR plus 11 basis points (the "Floating Rate"), and (ii) the
counterparty has agreed to pay to the Operating Partnership the interest
incurred on the same principal amount at the Fixed Rate. The Floating Rate at
September 30, 1999 was 5.62%.
6. RESTRICTED STOCK
During the nine months ended September 30, 1999 and 1998, Summit Properties
granted 23,331 and 6,592 shares, respectively, of restricted stock to employees
of the Operating Partnership and its subsidiaries under Summit Properties' 1994
Stock Option and Incentive Plan. The market value of the restricted stock grants
awarded in 1999 and 1998 totaled $398,000 and $135,000, respectively, which has
been recorded as unamortized restricted stock compensation and is shown as a
separate component of partners' equity. Unearned compensation related to these
restricted stock grants is being amortized to expense over the vesting period
which ranges from three to five years.
7. SUPPLEMENTAL CASH FLOW INFORMATION
Non-cash investing and financing activities for the nine months ended September
30, 1999 and 1998 are as follows:
A. The Operating Partnership sold three communities during the nine months
ended September 30, 1999 and, in connection with such sales, received net
proceeds of $13.3 million, all of which were placed in escrow with a
qualified intermediary in accordance with like-kind exchange income tax
rules and regulations. Such proceeds are shown in the balance sheet caption
"Restricted cash" and are expected to be used to fund the future development
of communities. The respective purchasers of two of the communities assumed
the related outstanding debt balances associated with such communities of
$14.8 million.
9
<PAGE>
B. The Operating Partnership purchased Summit St. Clair effective March 1,
1998, Summit Club at Dunwoody on May 22, 1998 and Summit Lenox on July 8,
1998 by causing the issuance of 259,871 common units of limited partnership
interest in the Operating Partnership ("Common Units"), assuming certain
liabilities and paying cash. The recording of the purchases is summarized as
follows (in thousands):
Fixed assets ................. $ 88,298
Current liabilities assumed... (681)
Value of Units issued ........ (5,213)
Mortgage note assumed ........ (8,750)
--------
Cash invested ................ $ 73,654
========
C. The Operating Partnership sold a community (formerly Summit Providence)
on May 18, 1998 for net proceeds of approximately $23.9 million. A gain on
sale of $8.7 million was recognized. The proceeds of the sale were used to
partially fund the acquisition of Summit Club at Dunwoody.
D. The Operating Partnership accrued dividends and distributions payable in
the amounts of $13.1 million and $12.1 million at September 30, 1999 and
1998, respectively.
E. Summit Properties issued 23,331 and 6,592 shares of restricted stock
valued at $398,000 and $135,000 during the nine months ended September 30,
1999 and 1998, respectively, to employees of the Operating Partnership and
its subsidiaries.
8. COMMITMENTS
The Operating Partnership has eleven development projects currently under
construction representing a total estimated cost of $248.5 million. As of
September 30, 1999, the estimated cost to complete the projects was $144.4
million.
10
<PAGE>
9. EXTRAORDINARY ITEMS
The extraordinary items in the nine months ended September 30, 1998 resulted
from the write-off of deferred financing costs in conjunction with the
replacement by the Operating Partnership of its prior credit facility with a new
credit facility as well as prepayment penalties on four mortgage notes which
were repaid during such period.
10. EARNINGS PER UNIT
The only difference between "basic" and "diluted" weighted average units is the
dilutive effect of Summit Properties' stock options outstanding (65,153 and
28,977 units added to common units outstanding for the three and nine months
ended September 30, 1999, respectively, and 5,599 and 16,765 units added to
weighted units outstanding for the three and nine months ended September 30,
1998, respectively).
11. BUSINESS SEGMENTS
Effective December 31, 1998, the Operating Partnership adopted Statement of
Financial Accounting Standard No. 131, "Disclosures about Segments of an
Enterprise and Related Information" (SFAS 131). SFAS 131 establishes standards
for the manner in which public enterprises report information about operating
segments in financial statements. SFAS 131 also establishes standards for
related disclosures about products and services, geographic areas and major
customers. The adoption of SFAS 131 did not affect the Operating Partnership's
results of operations or financial position.
The Operating Partnership reports as a single business segment with activities
related to the ownership, development, acquisition and management of "Class A"
luxury apartments primarily in the southeastern, southwestern and mid-atlantic
United States. The Operating Partnership uses Funds from Operations ("FFO") as a
performance measure. The Operating Partnership computes FFO in accordance with
the definition approved by the National Association of Real Estate Investment
Trusts ("NAREIT").
Information for the apartment communities for the three and nine months ended
September 30, 1999 and 1998 is summarized below (dollars in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30, THREE MONTHS ENDED SEPTEMBER 30,
1999 1998
------------------------------------------- -------------------------------------------
APARTMENT CORPORATE/ APARTMENT CORPORATE/
OPERATIONS OTHER TOTAL OPERATIONS OTHER TOTAL
------------- --------------- ------------- -------------- --------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Rental and other property income $ 44,546 $ -- $ 44,546 $ 37,395 $ -- $ 37,395
Interest and other income 464 464 861 861
-------------- ----------- ------------- ------------- --------------- -------------
Total income 44,546 464 45,010 37,395 861 38,256
Operating expenses:
Property operating expenses 14,601 -- 14,601 13,271 -- 13,271
Interest -- 9,237 9,237 -- 8,392 8,392
General and administrative -- 870 870 -- 1,190 1,190
Depreciation - other -- 27 27 -- 35 35
Loss (income) on equity investments 12 354 366 -- 138 138
--------------- ----------- ------------- ------------- --------------- -------------
Total operating expenses 14,613 10,488 25,101 13,271 9,755 23,026
Dividends to preferred unitholders -- (2,276) (2,276) -- -- --
Depreciation - joint venture 184 -- 184 -- -- --
--------------- ----------- ------------- ------------- --------------- -------------
Funds from Operations 30,117 (12,300) 17,817 24,124 (8,894) 15,230
Depreciation - apartments (8,797) -- (8,797) (7,338) -- (7,338)
Depreciation - joint venture (184) -- (184) --
Gain on sale of real estate assets -- 2,487 2,487 0
Extraordinary items --
--------------- ----------- ------------- ------------- --------------- -------------
Net income available to common
unitholders $ 21,136 $ (9,813) $ 11,323 $ 16,786 $ (8,894) $ 7,892
=============== =========== ============= ============= =============== =============
Capital investments (1) $ 108,333 $ 138 $ 108,471 $ 177,309 $ 294 $ 177,603
=============== =========== ============= ============= =============== =============
Assets $1,188,976 $ 7,625 $1,196,601 $ 983,784 $ 5,797 $ 989,581
=============== =========== ============= ============= =============== =============
</TABLE>
(1) Capital investments includes investments made during the nine months ended
September 30, 1999 for the construction of new communities and the acquisition
of communities, as well as capital expenditures on existing properties.
11
<PAGE>
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
1999 1998
-------------------------------------------- -------------------------------------------
APARTMENT CORPORATE/ APARTMENT CORPORATE/
OPERATIONS OTHER TOTAL OPERATIONS OTHER TOTAL
-------------- --------------- ------------- ------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Rental and other property income $ 130,284 $ -- $ 130,284 $ 104,780 $ -- $ 104,780
Interest and other income 2,430 2,430 1,286 1,286
-------------- --------------- ------------- ------------- -------------- --------------
Total income 130,284 2,430 132,714 104,780 1,286 106,066
Operating expenses:
Property operating expenses 43,120 -- 43,120 37,199 -- 37,199
Interest -- 29,707 29,707 -- 23,351 23,351
General and administrative -- 2,912 2,912 -- 2,726 2,726
Depreciation - other -- 80 80 -- 73 73
Loss (income) on equity investments 26 961 987 -- 95 95
-------------- --------------- ------------- ------------- -------------- --------------
Total operating expenses 43,146 33,660 76,806 37,199 26,245 63,444
Dividends to preferred unitholders -- (3,593) (3,593) -- -- --
Depreciation - joint venture 550 -- 550 -- -- --
-------------- --------------- ------------- ------------- -------------- --------------
Funds from Operations 87,688 (34,823) 52,865 67,581 (24,959) 42,622
Depreciation - apartments (25,602) -- (25,602) (20,701) -- (20,701)
Depreciation - joint venture (550) -- (550) -- -- --
Gain on sale of real estate assets -- 8,793 8,793 -- 8,731 8,731
Extraordinary items -- (185) (185)
-------------- --------------- ------------- ------------- -------------- --------------
Net income available to common
unitholders $ 61,536 $ (26,030) $ 35,506 $ 46,880 $ (16,413) $ 30,467
============== =============== ============= ============= ============== ==============
Capital investments (1) $ 108,333 $ 138 $ 108,471 $ 177,309 $ 294 $ 177,603
============== =============== ============= ============= ============== ==============
Assets $1,188,976 $ 7,625 $1,196,601 $ 983,784 $ 5,797 $ 989,581
============== =============== ============= ============= ============== ==============
</TABLE>
(1) Capital investments includes investments made during the nine months ended
September 30, 1999 for the construction of new communities and the acquisition
of communities, as well as capital expenditures on existing properties.
12
<PAGE>
12. PRIVATE PLACEMENT OF PREFERRED UNITS
On April 29, 1999, the Operating Partnership completed a private placement of
3.4 million of its 8.95% Series B Cumulative Redeemable Perpetual Preferred
Units (the "Series B Preferred Units") to two institutional investors at a price
of $25.00 per unit. The net proceeds of approximately $83 million were used to
repay amounts outstanding under the Operating Partnership's unsecured credit
facility. The Series B Preferred Units may be exchanged by the holders into
shares of 8.95% Series B Cumulative Redeemable Perpetual Preferred Stock of
Summit Properties ("Series B Preferred Shares") on a one-for-one basis. Holders
of the Series B Preferred Units may exercise their exchange right (a) at any
time on or after April 29, 2009, (b) at any time if full quarterly distributions
are not made for six quarters, or (c) upon the occurrence of particular
specified events related to the treatment of the Operating Partnership or the
Series B Preferred Units for federal income tax purposes. The Operating
Partnership may redeem the Series B Preferred Units at any time on or after
April 29, 2004 for cash at a redemption price equal to the redeemed holder's
capital account (initially $25.00 per unit), plus all accumulated, accrued and
unpaid distributions or dividends. In lieu of cash, the Operating Partnership
may elect to deliver Series B Preferred Shares on a one-for-one basis, plus an
amount equal to all accumulated, accrued and unpaid distributions or dividends.
The Series B Preferred Units have no stated maturity, are not subject to any
sinking fund or mandatory redemption and are not convertible into any other
securities of Summit Properties or the Operating Partnership. Distributions on
the Series B Preferred Units are cumulative from the date of original issuance
and are payable quarterly at the rate of 8.95% per annum of the $25.00 original
capital contribution. Holders of the Series B Preferred Units received
distributions in the aggregate amount of approximately $3.2 million as of
September 30, 1999.
On September 3, 1999, the Operating Partnership completed a private placement of
2.2 million of its 8.75% Series C Cumulative Redeemable Perpetual Preferred
Units (the "Series C Preferred Units") to an institutional investor at a price
of $25.00 per unit. The net proceeds of approximately $54 million were used to
repay amounts outstanding under the Operating Partnership's unsecured credit
facility. The Series C Preferred Units may be exchanged by the holder into
shares of 8.75% Series C Cumulative Redeemable Perpetual Preferred Stock of
Summit Properties ("Series C Preferred Shares") on a one-for-one basis. The
holder of the Series C Preferred Units may exercise its exchange right (a) at
any time on or after September 3, 2009, (b) at any time if full quarterly
distributions are not made for six quarters, or (c) upon the occurrence of
particular specified events related to the treatment of the Operating
Partnership or the Series C Preferred Units for federal income tax purposes, or
(d) at any time that such institutional investor's holdings in the Operating
Partnership exceed 18% of the total profits of or capital interests in the
Operating Partnership for a taxable year. The Operating Partnership may redeem
the Series C Preferred Units at any time on or after September 3, 2004 for cash
at a redemption price equal to the redeemed holder's capital account (initially
$25.00 per unit), plus all accumulated, accrued and unpaid distributions or
dividends. The Series C Preferred Units have no stated maturity, are not subject
to any sinking fund or mandatory redemption and are not convertible into any
other securities of Summit Properties or the Operating Partnership.
Distributions on the Series C Preferred Units are cumulative from the date of
original issuance and are payable quarterly at the rate of 8.75% per annum of
the $25.00 original capital contribution. The holder of the Series C Preferred
Units received a distribution in the aggregate amount of approximately $374,000
on September 30, 1999.
13. COMMON STOCK REPURCHASE PROGRAM
On May 11, 1999, the Board of Directors of Summit Properties authorized a common
stock repurchase program pursuant to which Summit Properties is authorized to
purchase up to an aggregate of $50 million of currently issued and outstanding
common stock, par value $0.01 per share of Summit Properties ("Common Stock").
All repurchases have and will be made on the open market at prevailing prices.
This authority may be exercised from time to time and in such amounts as market
conditions warrant. During the three and nine month periods ended September 30,
1999, Summit Properties repurchased 1,197,700 and 1,732,000 shares of Common
Stock for an aggregate purchase price, including commissions, of approximately
$24.1 million and $34.6 million, respectively, and at an average price of $20.12
and $19.97 per share, respectively.
14. SUBSEQUENT EVENTS
On October 5, 1999, the Operating Partnership sold three apartment communities
in Sarasota, Florida, formerly known as Summit Heron's Run, Summit McIntosh and
Summit Perico (an aggregate of 742 apartment homes). The disposition of these
properties resulted in the recognition of an aggregate gain on sale of $7.6
million. The aggregate net proceeds of approximately $38.1 million were placed
into escrow with a qualified intermediary in accordance with like-kind exchange
income tax rules and regulations and are expected to be used to fund future
development communities.
Summit Properties has repurchased 385,400 shares of Common Stock at an average
price of $19.42, or approximately $7.5 million, during the period from October 1
to November 4, 1999.
13
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This Form 10-Q contains certain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act"),
and Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including, without limitation, statements relating to the
operating performance of fully stabilized Communities, development activities of
the Operating Partnership and the implementation of the Operating Partnership's
plan to address Year 2000 issues. The Operating Partnership intends such
forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995, and is including this statement for purposes of complying with
these safe harbor provisions. Forward-looking statements, which are based on
certain assumptions and describe future plans, strategies and expectations of
the Operating Partnership, are generally identifiable by use of the words
"believe," "expect," "intend," "anticipate," "estimate," "project" or similar
expressions. The Operating Partnership's ability to predict results or the
actual effect of future plans or strategies is inherently uncertain. Although
the Operating Partnership believes that the expectations reflected in such
forward-looking statements are based on reasonable assumptions, the Operating
Partnership's actual results and performance of stabilized and development
communities and the actual costs, progress and expenses with respect to its plan
to address Year 2000 issues could differ materially from those set forth in the
forward-looking statements. Factors which could have a material adverse effect
on the operations and future prospects of the Operating Partnership include, but
are not limited to, changes in: economic conditions generally and the real
estate market specifically, legislative/regulatory changes (including changes to
laws governing the taxation of real estate investment trusts ("REITs")),
availability of capital, interest rates, construction delays due to
unavailability of materials, weather conditions or other delays, competition,
supply and demand for apartment communities in the Operating Partnership's
current and proposed market areas, expenses of or delays in the identification
and upgrade or replacement by the Operating Partnership of its non-Year 2000
compliant computer information systems and computer systems that do not relate
to information technology, but include embedded technology, the Year 2000
compliance of vendors (including vendors of the Operating Partnership's computer
information systems and such as local and regional electricity, natural gas and
telecommunications providers) or third party service providers (including the
Operating Partnership's primary bank and payroll processor), generally accepted
accounting principles, policies and guidelines applicable to REITs, and those
factors discussed in the section entitled "Development Activity -- Certain
Factors Affecting the Performance of Development Communities" and in the section
entitled "Year 2000" on page 27 of this Form 10-Q. These risks and uncertainties
should be considered in evaluating forward-looking statements and undue reliance
should not be placed on such statements.
The following discussion should be read in conjunction with the Consolidated
Financial Statements of the Operating Partnership and the Notes thereto
appearing elsewhere herein.
HISTORICAL RESULTS OF OPERATIONS
The Operating Partnership's net income is generated primarily from operations of
its apartment communities (the "Communities"). The changes in operating results
from period to period reflect changes in existing Community performance and
increases in the number of apartment homes due to development and acquisition of
new Communities or the disposition of Communities. Where appropriate,
comparisons are made on a "fully stabilized Communities," "acquisition
Communities," "stabilized development Communities" and "Communities in lease-up"
basis in order to adjust for changes in the number of apartment homes. A
Community is deemed to be "stabilized" when it has attained a physical occupancy
level of at least 93%. A Community which the Operating Partnership has acquired
is deemed "fully stabilized" when owned by the Operating Partnership for one
year or more as of the beginning of the currrent year. A Community which the
Operating Partnership has developed is deemed "fully stabilized" when stabilized
for the two prior years as of the beginning of the current year. A Community is
deemed to be a "stabilized development" when stabilized as of the beginning of
the current year but not the entire two prior years. All Communities information
presented is before real estate depreciation and amortization expense.
Communities' average physical occupancy presented is defined as the number of
apartment homes occupied divided by the total number of apartment homes
contained in the Communities, expressed as a percentage. Average physical
occupancy has been calculated using the average of the occupancy that existed on
Sunday during each week of the period. Average monthly rental revenue presented
represents the average monthly net rental revenue per occupied apartment home.
The Operating Partnership's methodology for calculating average physical
occupancy and average monthly rental revenue may differ from the methodology
used by other equity REITs and, accordingly, may not be comparable to such other
REITs.
14
<PAGE>
Effective January 1, 1999, the Operating Partnership implemented prospectively a
new accounting policy whereby the cost of carpet replacements is capitalized and
depreciated over their estimated useful lives. Previously, the cost of carpet
replacement had been expensed. The Operating Partnership believes that the newly
adopted accounting policy is preferable as it is consistent with standards and
practices utilized by the majority of the Operating Partnership's peers and
provides a better matching of expenses with the related benefit of the
expenditure. The change in accounting policy is being treated prospectively as a
change in accounting estimate. The effect of the change in the accounting
estimate for carpet for the three and nine months ended September 30, 1999 was
an increase in net income of $435,000 and $1.2 million, respectively.
Comparative property operating information for the three and nine months ended
September 30, 1998 has been adjusted to reflect the 1999 change in accounting
policy. Carpet replacement expenditures for the three and nine months ended
September 30, 1998 for the entire portfolio of communities were $515,000 and
$1.3 million, respectively.
RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999
AND 1998
For the three and nine months ended September 30, 1999, income before gain on
sale of real estate assets, minority interest and extraordinary items increased
$3.2 million and $8.4 million, respectively, to approximately $11.1 million and
$30.3 million, respectively, from the three and nine months ended September 30,
1998.
OPERATING PERFORMANCE OF THE OPERATING PARTNERSHIP'S PORTFOLIO OF COMMUNITIES
The operating performance of the Communities for the three and nine months ended
September 30, 1999 and 1998 is summarized below (dollars in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------------------------- ---------------------------------------
1999 1998 % CHANGE 1999 1998 % CHANGE
------------- ------------- --------------- ------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Property revenues:
Fully stabilized communities $23,405 $22,677 3.2% $69,382 $66,429 4.4%
Acquisition communities 9,061 2,886 214.0% 27,077 4,546 495.6%
Stabilized development communities 6,184 5,876 5.2% 18,302 16,118 13.6%
Communities in lease-up 5,787 900 543.0% 13,316 1,554 756.9%
Communities sold 109 5,056 -97.8% 2,207 16,133 -86.3%
------------- ------------- ------------- ------------
Total property revenues 44,546 37,395 19.1% 130,284 104,780 24.3%
------------- ------------- ------------- ------------
Property operating and maintenance expense:
Fully stabilized communities 7,859 8,023 -2.0% 23,327 23,013 1.4%
Acquisition communities 3,256 789 312.7% 9,377 1,215 671.8%
Stabilized development communities 1,882 1,721 9.4% 5,612 4,960 13.1%
Communities in lease-up 1,564 365 328.5% 3,862 662 483.4%
Communities sold 40 1,858 -97.8% 942 6,064 -84.5%
------------- ------------- ------------- ------------
Total property operating and
maintenance expense 14,601 12,756 14.5% 43,120 35,914 20.1%
------------- ------------- ------------- ------------
Property operating income $29,945 $24,639 21.5% $87,164 $68,866 26.6%
============= ============= ============= ============
Apartment homes, end of period 17,685 16,695 5.9% 17,685 16,695 5.9%
============= ============= ============= ============
</TABLE>
A summary of the Operating Partnership's apartment homes for the nine months
ended September 30, 1999 and 1998 is as follows:
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
Apartment homes at January 1 18,001 14,980
Developments which began rental operations during the 280 1,067
period
Sale of apartment homes (596) (444)
Acquisitions -- 1,092
------------ ------------
Apartment homes at September 30 17,685 16,695
============ ============
</TABLE>
15
<PAGE>
OPERATING PERFORMANCE OF THE OPERATING PARTNERSHIP'S FULLY STABILIZED
COMMUNITIES
The operating performance of the 40 Communities stabilized since January 1, 1997
in each of the three and nine months ended September 30, 1999 and 1998,
respectively, are summarized below (dollars in thousands except average monthly
rental revenue):
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------------------- ------------------------------------
1999 1998 % CHANGE 1999 1998 % CHANGE
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Property revenues:
Rental $21,784 $21,416 1.7% $64,948 $62,888 3.3%
Other 1,621 1,261 28.5% 4,434 3,541 25.2%
----------- ----------- ----------- -----------
Total property revenues 23,405 22,677 3.2% 69,382 66,429 4.4%
----------- ----------- ----------- -----------
Property operating and maintenance expense:
Personnel 1,867 1,739 7.4% 5,255 4,942 6.3%
Advertising and promotion 312 341 -8.5% 915 969 -5.6%
Utilities 1,165 1,149 1.4% 3,403 3,350 1.6%
Building repairs and maintenance (1) 1,411 1,441 -2.1% 4,044 3,938 2.7%
Real estate taxes and insurance 2,157 2,368 -8.9% 6,785 6,909 -1.8%
Property supervision 581 559 3.9% 1,727 1,647 4.9%
Other operating expense 366 426 -14.1% 1,198 1,258 -4.8%
----------- ----------- ----------- -----------
Total property operating and
maintenance expense 7,859 8,023 -2.0% 23,327 23,013 1.4%
----------- ----------- ----------- -----------
Property operating income $15,546 $14,654 6.1% $46,055 $43,416 6.1%
=========== =========== =========== ===========
Average physical occupancy 93.9% 94.6% -0.8% 93.9% 93.1% 0.9%
=========== =========== =========== ===========
Average monthly rental revenue $817 $803 1.7% $812 $796 2.0%
=========== =========== =========== ===========
Number of apartment homes 9,676 9,676 0.0% 9,676 9,676 0.0%
=========== =========== =========== ===========
</TABLE>
(1) Effective January 1, 1999, the Operating Partnership
implemented prospectively a new accounting policy whereby
expenditures for carpet replacement are capitalized. Previously,
the cost of carpet replacement had been expensed. The change in
accounting policy has been treated as a change in accounting
estimate and, accordingly, the 1998 historical financial statements
have not been restated to reflect the change. However, for
comparative purposes only, fully stabilized Communities building
repairs and maintenance cost for the three and nine months ended
September 30, 1998 has been adjusted in the table above to reflect
the new policy. Carpet replacement costs were $364,000 and $393,000
for the three months ended September 30, 1999 and 1998,
respectively, and $973,000 and $934,000 for the nine months ended
September 30, 1999 and 1998, respectively.
The increase in rental revenue from fully stabilized Communities was primarily
the result of increases in average rental rates. The higher revenues were
primarily generated in the Operating Partnership's Florida, Atlanta, Georgia,
Washington D.C. metro and Richmond, Virginia markets. Property operating and
maintenance costs decreased by 2.0% for the three months ended September 30,
1999 as compared to the same period in 1998 primarily due to favorable property
tax assessments in 1999 and increased 1.4% during the nine months ended
September 30, 1999 as compared to the same period in 1998 primarily due to the
addition of Communities during 1998 (see "Operating Performance of the Operating
Partnership's Acquisition Communities" below). As a percentage of total property
revenue, property operating and maintenance expenses decreased for the three
month period from 35.4% in 1998 to 33.6% in 1999. For the nine month period,
property operating and maintenance expenses as a percentage of total property
revenue decreased from 34.6% in 1998 to 33.6% in 1999.
16
<PAGE>
OPERATING PERFORMANCE OF THE OPERATING PARTNERSHIP'S ACQUISITION COMMUNITIES
Acquisition Communities consist of Summit St. Clair (acquired effective March 1,
1998), Summit Club at Dunwoody (acquired May 22, 1998), Summit Lenox (acquired
July 8, 1998) and a portfolio of seven Communities acquired from Ewing
Industries, Inc. and its affiliates (six of which were acquired November 3, 1998
and one of which was acquired on December 31, 1998 after certain operating
performance benchmarks were reached). The operations of these Communities for
the three and nine months ended September 30, 1999 and 1998 are summarized as
follows (dollars in thousands except average monthly rental revenue):
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------ -------------------------
1999 1998 1999 1998
---------- ------------ ----------- ------------
<S> <C> <C> <C> <C>
Property revenues:
Rental $8,581 $2,765 $25,795 $4,356
revenues
Other property revenue 480 121 1,282 190
---------- ------------ ----------- ------------
Total property revenues 9,061 2,886 27,077 4,546
---------- ------------ ----------- ------------
Property operating and maintenance
expense (1) 3,256 789 9,377 1,215
---------- ------------ ----------- ------------
Property operating income $5,805 $2,097 $17,700 $3,331
========== ============ =========== ============
Average physical occupancy 92.7% 95.8% 92.9% 96.3%
========== ============ =========== ============
Average monthly rental revenue (2) $878 $931 $872 $926
========== ============ =========== ============
Number of apartment homes 3,557 1,092 3,557 1,092
========== ============ =========== ============
</TABLE>
(1) Effective January 1, 1999, the Operating Partnership implemented
prospectively a new accounting policy whereby expenditures for
carpet replacement are capitalized. Previously, the cost of carpet
replacement had been expensed. The change in accounting policy has
been treated as a change in accounting estimate and, accordingly,
the 1998 historical financial statements have not been restated.
However, for comparative purposes only, acquisition Communities
building repairs and maintenance cost for the three and nine
months ended September 30, 1998 has been adjusted in the table
above to reflect the new policy. Carpet replacement costs were
$87,000 and $1,000 for the three months ended September 30, 1999
and 1998, respectively, and $127,000 and $3,000 for the nine
months ended September 30, 1999 and 1998, respectively.
(2) Average monthly rental revenue for the three and nine months ended
September 30, 1999 for Summit St. Clair, Summit Club at Dunwoody
and Summit Lenox (the only Communities owned as of September 30,
1998) was $973 and $964, respectively, representing a 6.8%
increase from 1998 for the three month period and a 10.6% increase
from 1998 for the nine month period.
Summit at Lenox (432 apartment homes) is currently undergoing a major
renovation. Improvements include renovations to the interior and exterior of
units, construction of a new office, clubhouse and fitness center, and ground
improvements. The renovation will require certain apartment homes to be
unavailable for rental over the course of the project. The renovation work at
Summit at Lenox is expected to be completed by the end of the third quarter
2000.
The unleveraged yield on investment for the acquisition Communities, defined as
property operating income for the three and nine months ended September 30, 1999
on an annualized basis over total acquisition cost, was 8.62% and 8.76%,
respectively.
17
<PAGE>
OPERATING PERFORMANCE OF THE OPERATING PARTNERSHIP'S STABILIZED DEVELOPMENT
COMMUNITIES
The Operating Partnership had nine development Communities (Summit Ballantyne I,
Summit Sedgebrook I, Summit on the River, Summit Lake I, Summit Norcroft II,
Summit Stonefield, Summit Russett, Summit Fairways and Summit Plantation II)
which were stabilized during the entire nine months ended September 30, 1999 but
were stabilized subsequent to January 1, 1997. Six of these Communities (Summit
Ballantyne I, Summit Sedgebrook I, Summit on the River, Summit Lake I, Summit
Russett and Summit Fairways) will be classified as fully stabilized in the year
2000 since they will have been stabilized for two full years as of January 1,
2000. The operating performance of these nine Communities for the three and nine
months ended September 30, 1999 and 1998 is summarized below (dollars in
thousands except average monthly rental revenue):
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------- ---------------------------
1999 1998 1999 1998
---------- ----------- ------------- -------------
<S> <C> <C> <C> <C>
Property revenues:
Rental revenues $5,738 $5,496 $17,093 $15,159
Other property revenue 446 380 1,209 959
---------- ----------- ------------- -------------
Total property revenues 6,184 5,876 18,302 16,118
---------- ----------- ------------- -------------
Property operating and maintenance
expense (1) 1,882 1,721 5,612 4,960
---------- ----------- ------------- -------------
Property operating income $4,302 $4,155 $12,690 $11,158
========== =========== ============= =============
Average physical occupancy 94.3% 94.2% 93.9% 86.6%
========== =========== ============= =============
Average monthly rental revenue $931 $905 $923 $899
========== =========== ============= =============
Number of apartment homes 2,212 2,212 2,212 2,212
========== =========== ============= =============
</TABLE>
(1) Effective January 1, 1999, the Operating Partnership implemented
prospectively a new accounting policy whereby expenditures for carpet
replacement are capitalized. Previously, the cost of carpet replacement had
been expensed. The change in accounting policy has been treated as a change
in accounting estimate and, accordingly, the 1998 historical financial
statements have not been restated to reflect the change. However, for
comparative purposes only, stabilized development Communities building
repairs and maintenance cost for the three and nine months ended September
30, 1998 has been adjusted in the table above to reflect the new policy.
Carpet replacement costs were $50,000 and $26,000 for the three months
ended September 30, 1999 and 1998, respectively, and $112,000 and $41,000
for the nine months ended September 30, 1999 and 1998, respectively.
The unleveraged yield on investment for the stabilized development Communities,
defined as property operating income for the three and nine months ended
September 30, 1999 on an annualized basis over total development cost, was
10.54% and 10.36%, respectively.
OPERATING PERFORMANCE OF THE OPERATING PARTNERSHIP'S COMMUNITIES IN LEASE-UP
The Operating Partnership had ten Communities in lease-up during the nine months
ended September 30, 1999. A Community in lease-up is defined as one which has
commenced rental operations but was not stabilized as of the beginning of the
current year. A summary of nine of the ten Communities in lease-up as of
September 30, 1999 is as follows (dollars in thousands):
<TABLE>
<CAPTION>
TOTAL ACTUAL/ % LEASED
NUMBER OF ACTUAL/ ANTICIPATED ACTUAL/ Q3 1999 AS OF
APARTMENT ESTIMATED CONSTRUCTION ANTICIPATED AVERAGE SEPTEMBER 30,
COMMUNITY HOMES COST COMPLETION STABILIZATION OCCUPANCY 1999
- -------------------------------------- ------------ ----------- -------------- --------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Summit Ballantyne II - Charlotte, NC 154 $10,200 Q4 1998 Q1 1999 92.58% 91.56%
Summit New Albany I - Fairfax, VA 301 24,000 Q4 1998 Q3 1999 94.53% 96.68%
Summit Fair Lakes I - Fairfax, VA 370 32,800 Q1 1999 Q2 1999 97.88% 100.00%
Summit Governor's Village - Chapel Hill, NC 242 16,900 Q1 1999 Q2 1999 94.82% 97.11%
Summit Lake II - Raleigh, NC 144 10,200 Q2 1999 Q3 1999 65.45% 87.50%
Summit Fair Lakes II - Fairfax, VA 160 14,200 Q3 1999 Q1 2000 80.98% 100.00%
Summit Westwood - Raleigh, NC 354 24,800 Q3 1999 Q4 1999 88.87% 99.44%
Summit Sedgebrook II - Charlotte, NC 120 7,500 Q3 1999 Q1 2000 82.62% 91.67%
Summit Doral - Miami, FL (1) 260 22,800 Q4 1999 Q4 1999 71.55% 79.23%
------------ -----------
2,105 $163,400
============ ===========
</TABLE>
(1) The related assets of such properties are included in the Construction in
Progress category at September 30, 1999.
18
<PAGE>
In addition to the Communities listed in the table above, Summit Fairview (135
apartment homes) is an existing property of the Operating Partnership which is
currently undergoing a major renovation. The renovation includes upgrades of the
interior of the apartment homes (new cabinets, fixtures and other interior
upgrades), upgrades to the parking lots and landscaping, as well as exterior
painting of buildings. The renovation will require certain apartment homes to be
unavailable for rental over the course of the project. The operations of Summit
Fairview are included in lease-up Communities results due to the renovation
work. The renovation work at Summit Fairview is expected to be completed by the
end of the first quarter of 2000.
All communities listed above were in lease-up during the nine months ended
September 30, 1999. Of the nine Communities listed in the table above and Summit
Fairview, only Summit Fairview, Summit Ballantyne II, Summit Governor's Village,
Summit New Albany I and Summit Fair Lakes I had operating activity during the
three and nine months ended September 30, 1998. The operating performance of
these Communities for the three and nine months ended September 30, 1999 and
1998 is summarized below (dollars in thousands except average monthly rental
revenue):
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------- ---------------------------
1999 1998 1999 1998
----------- ---------- ------------ -------------
<S> <C> <C> <C> <C>
Property revenues:
Rental revenues $5,416 $824 $12,485 $1,441
Other property revenue 371 76 831 113
----------- ---------- ------------ -------------
Total property revenues 5,787 900 13,316 1,554
----------- ---------- ------------ -------------
Property operating and maintenance
expense (1) 1,564 365 3,862 662
----------- ---------- ------------ -------------
Property operating income $4,223 $535 $9,454 $892
=========== ========== ============ =============
Average physical occupancy 87.6% 28.1% 70.4% 23.5%
=========== ========== ============ =============
Average monthly rental revenue $891 $869 $824 $890
=========== ========== ============ =============
Number of apartment homes 2,240 1,202 2,240 1,202
=========== ========== ============ =============
</TABLE>
(1) Effective January 1, 1999, the Operating Partnership implemented
prospectively a new accounting policy whereby expenditures for carpet
replacement are capitalized. Previously, the cost of carpet replacement had been
expensed. The change in accounting policy has been treated as a change in
accounting estimate and, accordingly, the 1998 historical financial statements
have not been restated to reflect the change. However, for comparative purposes
only, lease-up Communities building repairs and maintenance cost for the three
and nine months ended September 30, 1998 has been adjusted in the table above to
reflect the new policy. Carpet replacement costs were $5,000 and $4,000 for the
three months ended September 30, 1999 and 1998, respectively, and $9,000 and
$17,000 for the nine months ended September 30, 1999 and 1998, respectively.
19
<PAGE>
OPERATING PERFORMANCE OF THE OPERATING PARTNERSHIP'S DISPOSITION COMMUNITIES
Disposition communities consist of the former Summit Hampton, Summit Oak and
Summit Beacon Ridge communities in 1999 (the "1999 Dispositions"). The 1998
dispositions consist of the 1999 Dispositions as well as the following
communities disposed during 1998 (referred to herein using former community
names): Summit Providence, Summit Springs, Summit Old Town, Summit Creek, Summit
Green, Summit Hill, Summit Hollow and Summit Station. The operating performance
of these communities is summarized below (dollars in thousands except average
monthly rental revenue):
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------- ---------------------------
1999 1998 1999 1998
---------- ----------- ------------- -------------
<S> <C> <C> <C> <C>
Property revenues:
Rental revenues $105 $4,711 $2,116 $15,438
Other property revenue 4 345 91 695
---------- ----------- ------------- -------------
Total property revenues 109 5,056 2,207 16,133
---------- ----------- ------------- -------------
Property operating and maintenance
expense (1) 40 1,858 942 6,064
---------- ----------- ------------- -------------
Property operating income $69 $3,198 $1,265 $10,069
========== =========== ============= =============
Number of apartment homes 596 596 596 596
========== =========== ============= =============
</TABLE>
(1) Effective January 1, 1999, the Operating Partnership implemented
prospectively a new accounting policy whereby expenditures for carpet
replacement are capitalized. Previously, the cost of carpet replacement had been
expensed. The change in accounting policy has been treated as a change in
accounting estimate and, accordingly, the 1998 historical financial statements
have not been restated to reflect the change. However, for comparative purposes
only, disposition communities building repairs and maintenance cost for the
three and nine months ended September 30, 1998 has been adjusted in the table
above to reflect the new policy. Carpet replacement costs were $4,000 and
$91,000 three months ended September 30, 1999 and 1998, respectively. Carpet
replacement costs for the nine months ended September 30, 1999 and 1998 were
$60,000 and $289,000, respectively.
OPERATING PERFORMANCE OF SUMMIT MANAGEMENT COMPANY
The operating performance of Summit Management Company (the "Management
Company") and its wholly-owned subsidiary, Summit Apartment Builders, Inc. (the
"Construction Company"), for the three and nine months ended September 30, 1999
and 1998 is summarized below (dollars in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- --------------------
1999 1998 1999 1998
----------- ------ --------- ---------
<S> <C> <C> <C> <C>
Revenue $2,346 $1,609 $6,507 $4,664
Expenses
Operating 2,484 1,539 6,810 4,140
Depreciation 70 61 213 179
Amortization 71 72 220 215
Interest 75 75 225 225
----------- ------ --------- ---------
Total expenses 2,700 1,747 7,468 4,759
----------- ------ --------- ---------
Net (loss) of Summit Management Company ($354) ($138) ($961) ($95)
=========== ====== ========= =========
</TABLE>
The increase in revenue for the three and nine month periods was primarily a
result of higher revenues from managing the Operating Partnership's Communities
and higher revenues from construction activity. The increase in operating
expenses was a result of increased construction activities and increased
personnel at the Management Company in order to better support the Operating
Partnership's growth objectives, including improving the operating performance
of its stabilized Communities. In addition, the number of personnel dedicated to
information systems at the Management Company increased.
Property management revenues include $313,000 and $276,000 of property
management fees from third parties for the three months ended September 30, 1999
and 1998, respectively, and $966,000 and $934,000 of fees from third parties for
the nine months ended September 30, 1999 and 1998, respectively. Property
management fees from third parties as a percentage of total property management
revenues were 19.4% and 14.6% for the three months ended September 30, 1999 and
1998, respectively, and 20.7% and 18.6% for the nine months ended September 30,
1999 and 1998, respectively. The Operating Partnership expects third party
management revenue as a percentage of total property management revenues to
continue to decline as revenues from the Operating Partnership's Communities
continue to increase.
All of the Construction Company's revenues are from contracts with the Operating
Partnership.
20
<PAGE>
OTHER INCOME AND EXPENSES
Interest income increased by $147,000 and $1.7 million, respectively, to
$380,000 and $2.2 million for the three and nine months ended September 30,
1999, respectively, compared to the same periods in 1998, primarily due to
interest earned on proceeds from property sales placed in escrow in accordance
with like-kind exchange income tax rules and regulations.
Interest expense, including amortization of deferred financing costs, increased
by $845,000 and $6.4 million for the three and nine months ended September 30,
1999, respectively, compared with the same periods in 1998. This increase was
primarily the result of an increase in the Operating Partnership's average
indebtedness outstanding. Average indebtedness outstanding increased $139.6
million and effective interest cost decreased 0.24% (6.79% to 6.55%) for the
three months ended September 30, 1999 as compared to the same period in 1998.
Average indebtedness outstanding increased $155.6 million and effective interest
cost decreased 0.19% (6.74% to 6.55%) for the nine months ended September 30,
1999 as compared to the same period in 1998.
Depreciation expense increased $1.4 million and $4.9 million, or 19.7% and
23.6%, for the three and nine months ended September 30, 1999, respectively,
compared with the similar periods in 1998, primarily due to depreciation on
recently acquired or developed Communities, offset by a reduction in
depreciation related to Communities sold.
General and administrative expenses decreased $320,000 and increased $186,000,
or 26.9% and 6.8%, for the three and nine months ended September 30, 1999,
respectively, as compared to the similar periods in 1998. The decrease for the
three months ended September 30, 1999 was the result of timing differences
related to compensation and the increase for the nine months ended September 30,
1999 was primarily due to increased compensation costs and expenses related to
the Operating Partnership's overall growth. As a percentage of revenues, general
and administrative expenses were 1.9% and 3.1% for the three months ended
September 30, 1999 and 1998, and 2.2% and 2.6% for the nine months ended
September 30, 1999 and 1998, respectively.
EXTRAORDINARY ITEMS
The extraordinary items in the nine months ended September 30, 1998 resulted
from the write-off of deferred financing costs in conjunction with the
replacement by the Operating Partnership of its prior credit facility with a new
credit facility as well as prepayment penalties on four mortgage notes which
were repaid during the period.
LIQUIDITY AND CAPITAL RESOURCES
LIQUIDITY
The Operating Partnership's net cash provided by operating activities decreased
from $47.5 million for the nine months ended September 30, 1998 to $43.5 million
for the same period in 1999, primarily due to a $19.6 million increase in
property operating income and a $1.7 million increase in interest income offset
by a $7.1 million increase in interest paid and a $6.7 million decrease in
accounts payable and accrued expenses. The increase in interest income was due
to interest earned on proceeds from property sales placed in escrow in
accordance with like-kind exchange income tax rules and regulations. The
increase in interest paid was primarily due to an increase in the average
indebtedness outstanding. The decrease in accounts payable and accrued expenses
was primarily due to timing of property tax and construction related payments
and the payment of certain liabilities assumed in conjunction with the Operating
Partnership's Community acquisitions during the fourth quarter of 1998.
Net cash used in investing activities for the nine months ended September 30,
1998 was $157.6 million. Cash used by investing activities was $12.2 million for
the same period in 1999 due to the absence of the purchase of communities during
the nine months ended September 30, 1999, and an increase in proceeds from the
sale of Communities, partially offset by an increase in the construction of
Communities. Property sale proceeds in 1998 were placed in escrow in accordance
with like-kind exchange income tax rules and regulations. Proceeds from the sale
of Communities in 1999 represent funds expended from these like-kind exchange
escrows. In the event the proceeds from these property sales are not fully
invested in qualified like-kind property during the required time period, a
special distribution may be made or company level tax may be incurred.
21
<PAGE>
Net cash provided by financing activities was $111.4 million for the nine months
ended September 30, 1998. Net cash used in financing activities was $30.9
million for the same period in 1999, primarily due to net repayments of $111.5
million on the Operating Partnership's Unsecured Credit Facility (as hereinafter
defined) funded partially by the use of $136.3 million of proceeds from the sale
of Series B and Series C Preferred Units by the Operating Partnership during the
period. Other uses of cash during the nine months ended September 30, 1999 which
caused an increase in cash used in financing activities as compared to the same
period in 1998 were the payment of higher dividends and distributions to
unitholders, the repurchase of Common Stock for an aggregate purchase price of
approximately $34.6 million and a decrease in equity proceeds from Summit
Properties' dividend reinvestment and stock purchase plans.
The ratio of earnings to fixed charges was 1.85 for the nine months ended
September 30, 1999 as compared to 1.94 for the nine months ended September 30,
1998. The decrease is primarily due to increased interest charges as discussed
in "Historical Results of Operations -- Other Income and Expenses" above.
The Operating Partnership's outstanding indebtedness at September 30, 1999
totaled $620.1 million. This amount includes approximately $264.4 million in
fixed rate conventional mortgages, $38.6 million of variable rate tax-exempt
bonds, $266.0 million of unsecured notes, $9.1 million of tax-exempt fixed rate
loans, and $42.0 million under the Unsecured Credit Facility (as hereinafter
defined).
During the nine months ended September 30, 1999, the Operating Partnership sold
three communities, one of which had an associated variable rate tax-exempt bond
($12.3 million outstanding at the date of sale) and one of which had an
associated conventional mortgage ($2.5 million outstanding at the date of sale).
Both of these debt instruments were assumed by the respective purchasers of the
communities upon sale.
The Operating Partnership repaid four mortgage notes with a balance of $11.9
million during the first quarter of 1998. The mortgage notes had an 8% interest
rate and were repaid from borrowings under the Operating Partnership's Unsecured
Credit Facility (as hereinafter defined).
The Operating Partnership expects to meet its short-term liquidity requirements
(i.e., liquidity requirements arising within 12 months), including recurring
capital expenditures relating to maintaining its existing properties, generally
through its working capital, net cash provided by operating activities and
borrowings under its Unsecured Credit Facility (as hereinafter defined). The
Operating Partnership considers its cash provided by operating activities to be
adequate to meet operating requirements and payments of dividends and
distributions. The Operating Partnership expects to meet its long-term liquidity
requirements (i.e., liquidity requirements arising after 12 months), such as
scheduled mortgage debt maturities, property acquisitions, financing of
construction and development activities and other non-recurring capital
improvements, through the issuance of unsecured notes and equity securities,
from undistributed cash flow, from proceeds received from the disposition of
certain Communities and in connection with the acquisition of land or improved
property, through the issuance of Units.
CREDIT FACILITY
The Operating Partnership has a syndicated unsecured line of credit (the
"Unsecured Credit Facility") in the amount of $200 million. The Unsecured Credit
Facility provides funds for new development, acquisitions and general working
capital purposes. The Unsecured Credit Facility has a three-year term with two
one-year extension options and will initially bear interest at LIBOR+90 basis
points based upon the Operating Partnership's current credit rating of BBB- by
Standard & Poor's Rating Services and Baa3 by Moody's Investors Service. The
interest rate will be reduced in the event an upgrade of the Operating
Partnership's unsecured credit rating is obtained. The Unsecured Credit Facility
also provides a bid option sub-facility equal to a maximum of fifty percent of
the total facility ($100 million). This sub-facility provides the Operating
Partnership with the option to place borrowings in a fixed LIBOR contract up to
180 days.
22
<PAGE>
MEDIUM-TERM NOTES
On May 29, 1998, the Operating Partnership established a program for the sale of
up to $95 million aggregate principal amount of Medium-Term Notes due nine
months or more from the date of issuance (the "MTN Program"). On March 18, 1999,
the Operating Partnership sold $25 million of notes under the MTN Program. Such
notes are due on March 16, 2009 and bear interest at 7.59% per year. Proceeds
from the notes issued were used to reduce the Unsecured Credit Facility. The
Operating Partnership issued Medium-Term Notes with an aggregate principal
amount of $80 million ($55 million of which was issued during 1998) in
connection with the MTN Program. In July 1999, Summit Properties and the
Operating Partnership filed a shelf registration statement with the Securities
and Exchange Commission pursuant to which the Operating Partnership may issue
debt securities with an aggregate public offering price of up to $250 million.
The Operating Partnership intends to establish a similar program for the sale of
Medium-Term Notes under such registration statement, pursuant to which the
Operating Partnership may issue Medium-Term Notes from time to time in the
future subject to market conditions and other factors.
PRIVATE PLACEMENT OF PREFERRED UNITS
On April 29, 1999, the Operating Partnership completed a private placement of
3.4 million of its 8.95% Series B Cumulative Redeemable Perpetual Preferred
Units (the "Series B Preferred Units") to two institutional investors at a price
of $25.00 per unit. The net proceeds of approximately $83 million were used to
repay amounts outstanding under the Operating Partnership's unsecured credit
facility. The Series B Preferred Units may be exchanged by the holders into
shares of 8.95% Series B Cumulative Redeemable Perpetual Preferred Stock of
Summit Properties ("Series B Preferred Shares") on a one-for-one basis. Holders
of the Series B Preferred Units may exercise their exchange right (a) at any
time on or after April 29, 2009, (b) at any time if full quarterly distributions
are not made for six quarters, or (c) upon the occurrence of particular
specified events related to the treatment of the Operating Partnership or the
Series B Preferred Units for federal income tax purposes. The Operating
Partnership may redeem the Series B Preferred Units at any time on or after
April 29, 2004 for cash at a redemption price equal to the redeemed holder's
capital account (initially $25.00 per unit), plus all accumulated, accrued and
unpaid distributions or dividends. In lieu of cash, the Operating Partnership
may elect to deliver Series B Preferred Shares on a one-for-one basis, plus an
amount equal to all accumulated, accrued and unpaid distributions or dividends.
The Series B Preferred Units have no stated maturity, are not subject to any
sinking fund or mandatory redemption and are not convertible into any other
securities of Summit Properties or the Operating Partnership. Distributions on
the Series B Preferred Units are cumulative from the date of original issuance
and are payable quarterly at the rate of 8.95% per annum of the $25.00 original
capital contribution. Holders of the Series B Preferred Units received
distributions in the aggregate amount of approximately $3.2 million as of
September 30, 1999.
On September 3, 1999, the Operating Partnership completed a private placement of
2.2 million of its 8.75% Series C Cumulative Redeemable Perpetual Preferred
Units (the "Series C Preferred Units") to an institutional investor at a price
of $25.00 per unit. The net proceeds of approximately $54 million were used to
repay amounts outstanding under the Operating Partnership's unsecured credit
facility. The Series C Preferred Units may be exchanged by the holder into
shares of 8.75% Series C Cumulative Redeemable Perpetual Preferred Stock of
Summit Properties ("Series C Preferred Shares") on a one-for-one basis. The
holder of the Series C Preferred Units may exercise its exchange right (a) at
any time on or after September 3, 2009, (b) at any time if full quarterly
distributions are not made for six quarters, or (c) upon the occurrence of
particular specified events related to the treatment of the Operating
Partnership or the Series C Preferred Units for federal income tax purposes, or
(d) at any time that such institutional investor's holdings in the Operating
Partnership exceed 18% of the total profits of or capital interests in the
Operating Partnership for a taxable year. The Operating Partnership may redeem
the Series C Preferred Units at any time on or after September 3, 2004 for cash
at a redemption price equal to the redeemed holder's capital account (initially
$25.00 per unit), plus all accumulated, accrued and unpaid distributions or
dividends. The Series C Preferred Units have no stated maturity, are not subject
to any sinking fund or mandatory redemption and are not convertible into any
other securities of Summit Properties or the Operating Partnership.
Distributions on the Series C Preferred Units are cumulative from the date of
original issuance and are payable quarterly at the rate of 8.75% per annum of
the $25.00 original capital contribution. The holder of the Series C Preferred
Units received a distribution in the aggregate amount of approximately $374,000
on September 30, 1999.
23
<PAGE>
COMMON STOCK REPURCHASE PROGRAM
On May 11, 1999, the Board of Directors of Summit Properties authorized a common
stock repurchase program pursuant to which Summit Properties is authorized to
purchase up to an aggregate of $50 million of currently issued and outstanding
common stock, par value $0.01 per share ("Common Stock"). All repurchases have
and will be made on the open market at prevailing prices. This authority may be
exercised from time to time and in such amounts as market conditions warrant.
During the three and nine month periods ended September 30, 1999, Summit
Properties repurchased 1,197,700 and 1,732,000 shares of Common Stock for an
aggregate purchase price, including commissions, of approximately $24.1 and
$34.6 million, respectively, and at an average price of $20.12 and $19.97 per
share, respectively.
COMMUNITY DISPOSITIONS
On June 18, 1999, the Operating Partnership sold an apartment community in
Bradenton, Florida, formerly known as Summit Hampton (352 apartment homes) for
$17.1 million. The disposition of Summit Hampton resulted in the recognition of
a gain on sale of $5.4 million. The net proceeds of $4.4 million, net of
tax-exempt bond assumption of $12.3 million, were placed into escrow with a
qualified intermediary in accordance with like-kind exchange income tax rules
and regulations and will be used to fund future development communities.
On June 24, 1999, the Operating Partnership sold an apartment community in
Goldsboro, North Carolina, formerly known as Summit Oak (100 apartment homes)
for $4.1 million. Net proceeds of $1.5 million, net of mortgage assumption of
$2.5 million, were placed into escrow with a qualified intermediary in
accordance with like-kind exchange income tax rules and regulations. The escrow
funds will be used to fund future development communities. A gain on sale of
$907,000 was recognized.
On August 11, 1999, the Operating Partnership sold an apartment community in
Greenville, South Carolina, formerly known as Summit Beacon Ridge (144 apartment
homes) for $7.6 million. The disposition of Summit Beacon Ridge resulted in the
recognition of a gain on sale of $2.5 million. The net proceeds of $7.4 million,
were placed into escrow with a qualified intermediary in accordance with
like-kind exchange income tax rules and regulations and are expected to be used
to fund future development communities.
On October 5, 1999, the Operating Partnership sold three apartment communities
in Sarasota, Florida, formally known as Summit Heron's Run, Summit McIntosh and
Summit Perico (an aggregate of 742 apartment homes). The disposition of these
properties resulted in the recognition of an aggregate gain on sale of $7.6
million. The aggregate net proceeds of approximately $38.1 million were placed
into escrow with a qualified intermediary in accordance with like-kind exchange
income tax rules and regulations and are expected to be used to fund future
development communities.
PROPERTIES BEING MARKETED FOR SALE
At September 30, 1999, the Operating Partnership had four Communities for sale
with a net book value of approximately $35.8 million (including the three
apartment communities sold on October 5, 1999). The Operating Partnership does
not anticipate incurring a loss on any individual apartment Community sale. The
four Communities held for sale represented approximately 3.8% of property
operating income for the Operating Partnership for the nine months ended
September 30, 1999. The Operating Partnership intends to use proceeds from these
sales, and future sales of Communities, to fund future development and to
repurchase Common Stock under Summit Properties' common stock repurchase
program.
24
<PAGE>
DEVELOPMENT ACTIVITY
The Operating Partnership's construction in progress at September 30, 1999 is
summarized as follows (dollars in thousands):
<TABLE>
<CAPTION>
TOTAL ESTIMATED ANTICIPATED
APARTMENT ESTIMATED COST TO COST TO CONSTRUCTION
COMMUNITY HOMES COSTS DATE COMPLETE COMPLETION
- ------------------------------------------------ ------------- ----------- ------------ ------------ ----------------
<S> <C> <C> <C> <C> <C>
Summit Doral - Miami, FL (1) 260 $22,800 $22,714 $86 Q4 1999
Summit New Albany II- Columbus, OH (1) 127 9,800 6,120 3,680 Q4 1999
Summit Largo - Largo, MD (1) 219 18,000 14,435 3,565 Q1 2000
Summit Hunter's Creek - Orlando, FL 270 19,200 10,530 8,670 Q1 2000
Summit Deer Creek - Atlanta, GA 292 22,200 10,868 11,332 Q2 2000
Summit Russett II- Laurel, MD 112 9,900 3,970 5,930 Q2 2000
Summit Ashburn Farm- Loudon County, VA 162 14,600 5,261 9,339 Q3 2000
Summit Grandview - Charlotte, NC 266 45,500 13,787 31,713 Q4 2000
Reunion Park by Summit- Raleigh , NC 248 14,300 4,715 9,585 Q1 2001
Summit Deerfield-Cincinnati, OH 498 41,500 8,059 33,441 Q3 2001
Summit Crest-Raleigh, NC 438 30,700 3,646 27,054 Q3 2001
------------- ----------- ------------ ------------
2,892 248,500 104,105 144,395
Other development and construction costs (2) -- -- 33,479 --
------------- ----------- ------------ ------------
2,892 $ 248,500 $ 137,584 $ 144,395
============= =========== ============ ============
</TABLE>
(1) These communities were in lease-up at September 30, 1999.
(2) Consists primarily of land held for development and other predevelopment
costs.
Estimated costs to complete the development Communities represent substantially
all of the Operating Partnership's material commitments for capital
expenditures.
CERTAIN FACTORS AFFECTING THE PERFORMANCE OF DEVELOPMENT COMMUNITIES
The Operating Partnership is optimistic about the operating prospects of the
Communities under construction, even with the increased supply of newly
constructed apartment homes of comparable quality in many of its markets. As
with any development community, there are uncertainties and risks associated
with the development of the Communities described above. While the Operating
Partnership has prepared development budgets and has estimated completion and
stabilization target dates based on what it believes are reasonable assumptions
in light of current conditions, there can be no assurance that actual costs will
not exceed current budgets or that the Operating Partnership will not experience
construction delays due to the unavailability of materials, weather conditions
or other events.
Other development risks include the possibility of incurring additional costs or
liabilities resulting from defects in construction material, and the possibility
that financing may not be available on favorable terms, or at all, to pursue or
complete development activities. Similarly, market conditions at the time these
Communities become available for leasing will affect the rental rates that may
be charged and the period of time necessary to achieve stabilization, which
could make one or more of the development Communities unprofitable or result in
achieving stabilization later than currently anticipated.
In addition, the Operating Partnership is conducting feasibility and other
pre-development work for six Communities. The Operating Partnership could
abandon the development of any one or more of these potential Communities in the
event that it determines that market conditions do not support development,
financing is not available on favorable terms or other circumstances which may
prevent development. Similarly, there can be no assurance that, if the Operating
Partnership does pursue one or more of these potential Communities, that it will
be able to complete construction within the currently estimated development
budgets or that construction can be started at the time currently anticipated.
25
<PAGE>
YEAR 2000
YEAR 2000 INFORMATION AND READINESS DISCLOSURE ACT
The Operating Partnership supports the exchange of information relating to the
Year 2000 issue and designates the following information as the Year 2000
Readiness Disclosure within the meaning of the Year 2000 Information and
Readiness Disclosure Act. Information set forth herein regarding the Year 2000
compliance of non-Operating Partnership products and services are
"republications" under the Year 2000 Information and Readiness Disclosure Act
and are based on information supplied by other companies about the products and
services they offer. The Operating Partnership has not independently verified
the contents of these republications and takes no responsibility for the
accuracy or completeness of information contained in such republications.
INTRODUCTION
The Securities and Exchange Commission has asked all public companies to provide
disclosure regarding their Year 2000 readiness. The term "Year 2000 issue" is a
general term used to describe various problems that may result from the improper
processing by computer systems of dates after 1999. These problems arise from
the inability of some hardware and software to distinguish dates before the year
2000 from dates in and after the year 2000. This could result in a system
failure or miscalculations causing disruptions of operations. The Year 2000
issue affects virtually all companies and all organizations.
The Operating Partnership's efforts to address its Year 2000 issues are focused
in the following three areas: (i) reviewing and taking any necessary steps to
attempt to correct the Operating Partnership's computer information systems
(i.e., software applications and hardware platforms), (ii) evaluating and making
any necessary modifications to other computer systems that do not relate to
information technology but include embedded technology, such as
telecommunications, security, HVAC, elevator, fire and safety systems, and (iii)
communicating with certain significant third-party service providers to
determine whether there will be any interruption in their systems that could
affect the Operating Partnership.
THE OPERATING PARTNERSHIP'S STATE OF READINESS
The Operating Partnership has developed a four phase plan to address its Year
2000 issues (the "Year 2000 Plan"). The four phases are (i) Awareness, (ii)
Assessment, (iii) Remediation and Implementation and (iv) Testing.
AWARENESS
The Operating Partnership has made the relevant employees, including its
property managers, aware of the Year 2000 issue and collected information from
such employees regarding systems that the Operating Partnership anticipates may
be affected. Management will oversee the Operating Partnership's progress with
respect to the implementation of the Year 2000 Plan. In addition, the Year 2000
Plan has been subject to review of the Audit Committee of the Board of Directors
of Summit Properties.
26
<PAGE>
ASSESSMENT
The Operating Partnership has substantially completed an assessment of its
standard computer information systems and is now taking the further necessary
steps to make its core computer information systems, in those situations in
which the Operating Partnership is required to do so, Year 2000 compliant. See
"Remediation and Implementation" below. As of September 30, 1999, the Operating
Partnership is 100% complete with its assessment of the Year 2000 compliance in
regard to the Operating Partnership's other (i.e., non-core) standard computer
information systems. Year 2000 analysis software was used to perform this
assessment and to determine the steps needed for remediation. See "Remediation
and Implementation" below.
In addition, the Operating Partnership has completed the evaluation and
assessment of its other computer systems that do not relate to information
technology but include embedded technology, such as telecommunications,
security, HVAC, elevator, fire and safety systems. The assessment was completed
by the end of the second quarter of 1999 with no major deficiencies noted. The
Operating Partnership is aware that such systems contain embedded chips that are
difficult to identify and test and may require complete replacement because they
cannot be repaired. Failure of the Operating Partnership to identify or
remediate any embedded chips (either on an individual or aggregate basis) on
which significant business operations depend, such as phone systems, could have
a material adverse impact on the Operating Partnership's business, financial
condition and results of operations.
The Operating Partnership rents apartments in its Communities to individuals and
does not have a single customer or group of customers who rents a significant
number of apartments. The Operating Partnership's primary purchases, except
utilities (e.g. electricity, natural gas and telecommunications services), are
building-related products (e.g., carpets, paint and blinds) and services (e.g.,
lawn care services), all of which are available from numerous suppliers. The
Operating Partnership is in the process of attempting to obtain written
verification from utility providers that they will be Year 2000 complaint. The
Operating Partnership's primary financial service providers are its primary bank
and payroll processor. The primary bank has provided written verification to the
Operating Partnership that it will be Year 2000 compliant. The Operating
Partnership implemented the payroll processor's Year 2000 upgrade during the
fourth quarter of 1998. For the foregoing reasons, the Operating Partnership
does not believe that there is a significant risk related to the failure of
residents, vendors or third-party goods or service providers to prepare for the
Year 2000; however, the costs and timing of third-party Year 2000 compliance is
not within the Operating Partnership's control and no assurances can be given
with respect to the cost or timing of such efforts or the potential effects of
any failure to comply.
REMEDIATION AND IMPLEMENTATION
The Operating Partnership's primary uses of software systems are its corporate
accounting and property management software. The Operating Partnership's
corporate accounting system is widely used in the real estate industry. A
version upgrade, installed in the second quarter of 1998, is designed to be Year
2000 compliant. The Operating Partnership completed the replacement of its
current property management software in October 1998 with a new software system
that is also designed to be Year 2000 compliant. This new software is also
widely used in the real estate industry. The Operating Partnership has received
written verification from the vendors of each of the corporate accounting and
property management systems that the relevant software is Year 2000 compliant.
The Operating Partnership had previously planned both the upgrade of the
corporate accounting system and implementation of the new property management
system, and such changes would have been undertaken without regard to Year 2000
remediation issues. Accordingly, the Operating Partnership has not deferred any
planned information or software projects due to such Year 2000 projects, and the
Operating Partnership is not treating the costs of the above-referenced changes
as Year 2000-related expenses.
The remediation of non-core standard computer information systems and embedded
technology issues has been accomplished through a series of minor hardware
upgrades and software patches. The Operating Partnership had implemented
substantially all of these upgrades as of October 31, 1999 and expects that the
remaining upgrades will be completed by December 31, 1999.
TESTING
To attempt to confirm that its computer systems are Year 2000 compliant, the
Operating Partnership expects to perform limited testing of its computer
information systems and its other computer systems that do not relate to
information technology but include embedded technology; however, unless Year
2000 issues arise in the course of its limited testing, the Operating
Partnership will rely on the written verification received from each vendor of
its computer systems that the relevant system is Year 2000 compliant.
Nevertheless, there can be no assurance that the computer systems on which the
Operating Partnership's business relies will correctly distinguish dates before
the year 2000 from dates in and after the year 2000. Any such failures could
have a material adverse effect on the Operating Partnership's business,
financial condition and results of operations. The Operating Partnership began
testing during the fourth quarter of 1998 and completed accounting and property
management systems testing before the end of the second quarter of 1999. These
tests are supplemented with additional written representations from these key
vendors. Testing of core and non-core standard computer information systems and
embedded technology will continue through fourth quarter to validate remediation
and implementation of Year 2000 compliance.
27
<PAGE>
COSTS TO ADDRESS THE OPERATING PARTNERSHIP'S YEAR 2000 ISSUES
Based on current information from its review to date, the Operating Partnership
budgeted $500,000 for the cost of repairing, updating and replacing its standard
computer information systems. Because the Operating Partnership's Year 2000
assessment is ongoing and additional funds may be required as a result of future
findings, the Operating Partnership's current budget amounts may increase as a
result of unanticipated delays or preparedness issues. While the Operating
Partnership's efforts to address its Year 2000 issues will involve additional
costs, the Operating Partnership believes, based on available information, that
these costs will not have a material adverse effect on its business, financial
condition or results of operations. The Operating Partnership expects to fund
the costs of addressing the Year 2000 issue from cash flows resulting from
operations. While the Operating Partnership believes that it will be Year 2000
compliant by December 31, 1999, if these efforts are not completed on time, or
if the costs associated with updating or replacing the Operating Partnership's
computer systems exceeds the Operating Partnership's estimates, the Year 2000
issue could have a material adverse effect on the Operating Partnership's
business, financial condition and results of operations.
RISKS PRESENTED BY YEAR 2000 ISSUES
At this time the Operating Partnership has not identified any specific business
functions that are likely to suffer material disruption as a result of Year-2000
related events. It is possible, however, that the Operating Partnership may
identify business functions in the future that are specifically at risk of Year
2000 disruption. The absence of any such determination as of the date of this
report represents only the Operating Partnership's current status of evaluating
potential Year-2000 related problems and facts presently known to the Operating
Partnership, and should not be construed to mean that there is no risk of
Year-2000 related disruption. Moreover, due to the unique and pervasive nature
of the Year 2000 issue, it is not possible to anticipate each of the wide
variety of Year 2000 events, particularly outside of the Operating Partnership,
that might arise in a worst case scenario which might have a material adverse
impact on the Operating Partnership's business, financial condition and results
of operations. Risks involved with not solving the Year 2000 issue include, but
are not limited to, the following: loss of local or regional electric power,
loss of telecommunications services, delays or cancellations of shipping or
transportation, general deterioration of economic conditions resulting from Year
2000 issues, and inability of banks, vendors and other third parties with whom
the Operating Partnership does business to resolve their own Year 2000 problems.
THE OPERATING PARTNERSHIP'S CONTINGENCY PLANS
Though the probability of Year 2000 issues affecting property computer systems
is considered to be remote, the Operating Partnership is implementing
contingency plans for the manual management of certain property operations
including resident rent collections, security deposits, lease renewals,
apartment access and community access systems. Because the Operating Partnership
has not yet identified any specific business function that will be materially at
risk of significant Year-2000 related disruptions, the Operating Partnership has
not yet developed additional detailed contingency plans specific to Year 2000
problems. The Operating Partnership will develop one or more contingency plans
in the event that the Operating Partnership identifies an issue that requires
implementation of such a plan or plans.
28
<PAGE>
FUNDS FROM OPERATIONS
The White Paper on Funds from Operations approved by the Board of Governors of
NAREIT in March 1995 defines Funds from Operations as net income (loss)
(computed in accordance with generally accepted accounting principles ("GAAP")),
excluding gains (or losses) from debt restructuring and sale of property, plus
real estate related depreciation and amortization and after adjustments for
unconsolidated partnerships and joint ventures. The Operating Partnership
computes Funds from Operations in accordance with the standards established by
the White Paper, which may differ from the methodology for calculating Funds
from Operations utilized by other equity REITs, and, accordingly, may not be
comparable to such other REITs. Funds Available for Distribution is defined as
Funds from Operations less capital expenditures funded by operations (recurring
capital expenditures). The Operating Partnership's methodology for calculating
Funds Available for Distribution may differ from the methodology for calculating
Funds Available for Distribution utilized by other equity REITs, and
accordingly, may not be comparable to other REITs. Funds from Operations and
Funds Available for Distribution do not represent amounts available for
management's discretionary use because of needed capital replacement or
expansion, debt service obligations, property acquisitions and development,
dividends and distributions or other commitments and uncertainties. Funds from
Operations and Funds Available for Distribution should not be considered as
alternatives to net income (determined in accordance with GAAP) as an indication
of the Operating Partnership's financial performance or to cash flows from
operating activities (determined in accordance with GAAP) as a measure of the
Operating Partnership's liquidity, nor are they indicative of funds available to
fund the Operating Partnership's cash needs, including its ability to make
dividends/distributions. The Operating Partnership believes Funds from
Operations and Funds Available for Distribution are helpful to investors as
measures of the performance of the Operating Partnership because, along with
cash flows from operating activities, financing activities and investing
activities, they provide investors with an understanding of the ability of the
Operating Partnership to incur and service debt and make capital expenditures.
Funds from Operations and Funds Available for Distribution for the three and
nine months ended September 30, 1999 and 1998 are calculated as follows (dollars
in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------------- -------------------------------
1999 1998 1999 1998
--------------- -------------- -------------- ---------------
<S> <C> <C> <C> <C>
Net income available to common unitholders $11,323 $7,892 $35,506 $30,467
Gain on sale of real estate assets (2,487) 0 (8,793) (8,731)
Extraordinary items -- -- -- 185
--------------- -------------- -------------- ---------------
Subtotal 8,836 7,892 26,713 21,921
Depreciation:
Real estate assets 8,797 7,338 25,602 20,701
Real estate joint venture 184 -- 550 --
--------------- -------------- -------------- ---------------
Funds from Operations 17,817 15,230 52,865 42,622
Recurring capital expenditures (1) (1,899) (611) (5,083) (3,372)
--------------- -------------- -------------- ---------------
Funds Available for Distribution $15,918 $14,619 $47,782 $39,250
=============== ============== ============== ===============
Non-recurring capital expenditures (1) (2) $1,630 $1,792 $3,916 $3,279
=============== ============== ============== ===============
Cash Flow Provided By (Used In):
Operating Activities $15,781 $17,367 $43,541 $47,451
Investing Activities (17,312) (62,499) (12,225) (157,607)
Financing Activities 1,394 47,568 (30,904) 111,416
Weighted average units outstanding -diluted 31,986,522 29,468,032 32,530,885 28,825,095
=============== ============================== ===============
</TABLE>
(1) Recurring capital expenditures are expected to be funded from operations
and consist primarily of exterior painting, carpets in 1999, new
appliances, vinyl, blinds, tile, and wallpaper. In contrast, non-recurring
capital expenditures, such as major improvements, new garages and access
gates, are expected to be funded by financing activities and are,
therefore, not included in the calculation of Funds Available for
Distribution. The increase in recurring capital expenditures for the three
and nine months ended September 30, 1999 and 1998 was primarily due to the
Operating Partnership's change in accounting policy to capitalize carpets
starting January 1, 1999. Without carpet, recurring capital expenditures
for the three and nine months ended September 30, 1999 would have been $1.4
million and $3.8 million, respectively.
(2) Non-recurring capital expenditures for the nine months ended September 30,
1999 and 1998 primarily consisted of major renovations in the amount of
$2.3 million in 1999 and $442,000 in 1998; $526,000 and $421,000 for access
gates and security fences in 1999 and 1998 respectively; $10,000 and
$765,000 for water meters in 1999 and 1998, respectively; $1.0 million and
$414,000 in other revenue enhancement expenditures in 1999 and 1998,
respectively; and $191,000 for improvements at Summit Norcroft I completed
in conjunction with the development of Summit Norcroft II in 1998.
29
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
There has been no material change in the Operating Partnership's market risk
since the filing of the Operating Partnership's Annual Report on Form 10-K for
the year ended December 31, 1998 except as set forth below.
While the Operating Partnership has historically had limited involvement with
derivative financial instruments, the Operating Partnership may utilize such
instruments in certain situations to hedge interest rate exposure by modifying
the interest rate characteristics of related balance sheet instruments and
prospective financing transactions. The Operating Partnership does not utilize
derivative financial instruments for trading purposes. On September 16, 1999,
the Operating Partnership entered into an interest rate swap agreement with a
notional amount of $30 million, relating to $30 million of notes issued by the
Operating Partnership under the MTN Program which carry a fixed interest rate of
6.625% per annum (the "Fixed Rate"). Under the interest rate swap agreement,
through the maturity date of such notes of December 15, 2003, (i) the Operating
Partnership has agreed to pay to the counterparty the interest that would have
been incurred on the $30 million principal amount of the notes at a floating
interest rate of LIBOR plus 11 basis points (the "Floating Rate"), and (ii) the
counterparty has agreed to pay to the Operating Partnership the interest
incurred on the same principal amount at the Fixed Rate. The Floating Rate at
September 30, 1999 was 5.62%. Under the interest rate swap agreement, an
increase in LIBOR will increase the amount of interest that the Operating
Partnership will be required to pay, and a decrease in LIBOR will decrease the
amount of interest that the Operating Partnership will be required to pay. A 1%
increase in LIBOR would increase interest expense of the Operating Partnership
by $300,000 per annum under the terms of the interest rate swap agreement.
30
<PAGE>
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
During the three months ended September 30, 1999, the Operating Partnership has
issued Common Units in private placements in reliance on the exemption from
registration under section 4(2) of the Securities Act in the amounts and for the
consideration set forth below:
A. Summit Properties has issued an aggregate of 77,525 shares of Common
Stock pursuant to its Dividend Reinvestment and Stock Purchase Plan.
Summit Properties has contributed the proceeds of these sales
(approximately $1.5 million) to the Operating Partnership in
consideration of an aggregate of 77,525 Common Units.
B. Summit Properties has issued an aggregate of 6,000 shares of Common
Stock pursuant to the exercise of stock options. Summit Properties has
contributed the proceeds (approximately $103,000) of these options to
the Operating Partnership in consideration of an aggregate 6,000 Common
Units.
C. Summit Properties has issued an aggregate of 77,458 shares of Common
Stock pursuant to its Employee Stock Purchase Plan. Summit Properties
has contributed the proceeds (approximately $1.5 million) of these
sales to the Operating Partnership in consideration of an aggregate of
77,458 Common Units.
D. Summit Properties has issued an aggregate of 1,750 shares of Common
Stock in connection with restricted stock awards. Each time a share of
Common Stock is issued in connection with such an award, the Operating
Partnership issues a Common Unit to Summit Properties; consequently,
1,750 Common Units have been issued to Summit Properties.
On September 3, 1999, the Operating Partnership completed a private placement
(the "Private Placement") of 2.2 million of its Series C Cumulative Redeemable
Perpetual Preferred Units (the "Series C Preferred Units") to an institutional
investor at a price of $25.00 per unit, or an aggregate offering price of $55
million. The Operating Partnership received net proceeds of approximately $54
million in the Private Placement. The Series C Preferred Units were offered by
the Operating Partnership in the Private Placement pursuant to Rule 506 of
Regulation D promulgated under the Securities Act.
In light of the circumstances under which such Common Units and Series C
Preferred Units were issued and information obtained by the Operating
Partnership in connection with such transactions, management of Summit
Properties, in its capacity as general partner of the Operating Partnership,
believes that the Operating Partnership may rely on such exemptions.
31
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3.1 Articles Supplementary to the Articles of Amendment and Restatement of
Summit Properties Inc. designating 8.75% Series C Cumulative
Redeemable Perpetual Preferred Stock, dated September 3, 1999
(incorporated herein by reference to Exhibit 99.1 to Summit Properties
Partnership, L.P.'s Current Report on Form 8-K filed on September 17,
1999, File No. 000-22411).
10.1 Amendment, dated as of September 3, 1999, to Agreement of Limited
Partnership of Summit Properties Partnership, L.P., designating 8.75%
Series C Cumulative Redeemable Perpetual Preferred Units (incorporated
herein by reference to Exhibit 3.1 to Summit Properties Partnership,
L.P.'s Current Report on Form 8-K filed on September 17, 1999, File
No. 000-22411).
*12.1 Statement Regarding Calculation of Ratio of Earnings to Fixed
Charges for the Nine Months ended September 30, 1999 (filed
herewith).
*27.1 Financial Data Schedule--Nine Months ended September 30, 1999
(for SEC use only).
* Filed herewith
(b) Reports on Form 8-K
A Form 8-K was filed with the Securities and Exchange Commission on September
17, 1999 in connection with Summit Properties Partnership, L.P.'s private
placement of 2,200,000 8.75% Series C Cumulative Redeemable Perpetual Preferred
Units on September 3, 1999
32
<PAGE>
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.
SUMMIT PROPERTIES PARTNERSHIP, L.P.
November 12, 1999 /s/ William F. Paulsen
- ------------------------------ ---------------------------------------
(Date) William F. Paulsen,
PRESIDENT AND CHIEF EXECUTIVE OFFICER
November 12, 1999 /s/ Michael L. Schwarz
- ------------------------------ ---------------------------------------
(Date) Michael L. Schwarz,
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
33
EXHIBIT 12.1
SUMMIT PROPERTIES PARTNERSHIP, L.P.
CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES NINE MONTHS ENDED
SEPTEMBER 30, 1999
(Dollars In thousands)
<TABLE>
<CAPTION>
<S> <C>
Funds from operations before fixed charges:
Net income (loss) $39,099
Interest:
Expense incurred 28,963
Amortization of deferred financing costs 744
---
Total $68,806
=======
Fixed charges:
Interest expense $28,963
Interest capitalized 5,383
Rental fixed charges 120
Amortization of deferred financing costs 744
---
Total $35,210
=======
Ratio of earnings to fixed charges 1.95
=====
</TABLE>
34
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001034235
<NAME> SUMMIT PROPERTIES PARTNERSHIP, L.P.
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 3,249
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 1,295,848
<DEPRECIATION> 132,770
<TOTAL-ASSETS> 1,196,988
<CURRENT-LIABILITIES> 0
<BONDS> 620,149
0
0
<COMMON> 0
<OTHER-SE> 525,919
<TOTAL-LIABILITY-AND-EQUITY> 1,196,988
<SALES> 130,284
<TOTAL-REVENUES> 132,714
<CGS> 0
<TOTAL-COSTS> 44,107
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 29,707
<INCOME-PRETAX> 39,099
<INCOME-TAX> 0
<INCOME-CONTINUING> 39,099
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 39,099
<EPS-BASIC> 1.20
<EPS-DILUTED> 1.20
</TABLE>
