<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM 10-Q
<TABLE>
<C> <S>
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________.
</TABLE>
Commission File Number 0-22411
---------------------
SUMMIT PROPERTIES PARTNERSHIP, L.P.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 56-1857809
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
309 EAST MOREHEAD STREET 28202
SUITE 200 (Zip code)
CHARLOTTE, NORTH CAROLINA
(Address of principal executive offices)
</TABLE>
(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 [ ]
--------------------------------------------------------------------------------
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<PAGE> 2
SUMMIT PROPERTIES PARTNERSHIP, L.P.
INDEX
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
PART I FINANCIAL INFORMATION
Item 1 Financial Statements
Consolidated Balance Sheets as of September 30, 2000 and
December 31, 1999 (Unaudited)............................. 3
Consolidated Statements of Earnings for the three and nine
months ended September 30, 2000 and 1999 (Unaudited)...... 4
Consolidated Statement of Partners' Equity for the nine
months ended September 30, 2000 (Unaudited)............... 5
Consolidated Statements of Cash Flows for the nine months
ended September 30, 2000 and 1999 (Unaudited)............. 6
Notes to Consolidated Financial Statements (Unaudited)...... 7
Item 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 15
Item 3 Quantitative and Qualitative Disclosures about Market
Risk...................................................... 28
PART II OTHER INFORMATION
Item 2 Changes in Securities....................................... 29
Item 6 Exhibits and Reports on Form 8-K............................ 29
Signatures.................................................. 31
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SUMMIT PROPERTIES PARTNERSHIP, L.P.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------- ------------
<S> <C> <C>
ASSETS
Real estate assets:
Land and land improvements................................ $ 183,786 $ 174,615
Buildings and building improvements....................... 955,966 893,179
Furniture, fixtures and equipment......................... 73,800 68,437
---------- ----------
1,213,552 1,136,231
Less: accumulated depreciation............................ (143,633) (129,620)
---------- ----------
Operating real estate assets...................... 1,069,919 1,006,611
Construction in progress.................................. 177,272 148,587
---------- ----------
Net real estate assets............................ 1,247,191 1,155,198
Cash and cash equivalents................................... 2,799 4,130
Restricted cash............................................. 39,848 40,080
Investments in Summit Management Company and real estate
joint ventures............................................ 916 583
Deferred financing costs, net............................... 7,882 6,657
Notes receivable............................................ 8,041 --
Other assets................................................ 8,523 11,132
---------- ----------
Total assets...................................... $1,315,200 $1,217,780
========== ==========
LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Notes payable............................................. $ 743,412 $ 649,632
Accounts payable and accrued expenses..................... 26,563 25,626
Distributions payable..................................... 13,439 12,984
Accrued interest payable.................................. 4,600 7,018
Security deposits and prepaid rents....................... 4,022 3,850
---------- ----------
Total liabilities................................. 792,036 699,110
---------- ----------
Partners' common and preferred equity:
Series B preferred units- 3,400,000 issued and
outstanding............................................ 82,713 82,718
Series C preferred units- 2,200,000 issued and
outstanding............................................ 53,547 53,552
Partnership common units issued and outstanding 30,749,410
and 30,811,188.
General partner -- outstanding 307,494 and 308,112..... 4,599 4,554
Limited partners -- outstanding 30,441,916 and
30,503,076............................................ 382,305 377,846
---------- ----------
Total partners' equity............................ 523,164 518,670
---------- ----------
Total liabilities, partners' common and preferred
equity.......................................... $1,315,200 $1,217,780
========== ==========
</TABLE>
See notes to consolidated financial statements.
3
<PAGE> 4
SUMMIT PROPERTIES PARTNERSHIP, L. P.
CONSOLIDATED STATEMENTS OF EARNINGS
(DOLLARS IN THOUSANDS, EXCEPT PER UNIT DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------- -------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues:
Rental.................................................... $ 44,653 $ 41,623 $ 128,257 $ 122,437
Other property income..................................... 3,442 2,923 9,555 7,847
Interest.................................................. 665 380 2,404 2,213
Other income.............................................. 155 84 468 217
----------- ----------- ----------- -----------
Total revenues...................................... 48,915 45,010 140,684 132,714
----------- ----------- ----------- -----------
Expenses:
Property operating and maintenance:
Personnel............................................... 3,542 3,507 9,661 9,940
Advertising and promotion............................... 739 680 1,987 1,930
Utilities............................................... 2,290 2,236 6,426 6,363
Building repairs and maintenance........................ 2,183 2,313 6,295 6,438
Real estate taxes and insurance......................... 4,982 4,114 14,285 13,146
Depreciation............................................ 9,626 8,824 27,910 25,682
Property supervision.................................... 1,308 1,068 3,766 3,112
Other operating expenses................................ 751 683 2,112 2,191
----------- ----------- ----------- -----------
Total property operating and maintenance expense.... 25,421 23,425 72,442 68,802
Interest.................................................. 10,089 8,988 28,544 28,963
Amortization.............................................. 256 249 731 744
General and administrative................................ 1,058 870 3,020 2,912
Loss on equity investments:
Summit Management Company............................... 123 354 685 961
Real estate joint ventures.............................. 249 12 397 26
----------- ----------- ----------- -----------
Total expenses...................................... 37,196 33,898 105,819 102,408
----------- ----------- ----------- -----------
Income before gain on sale of real estate assets and
extraordinary items..................................... 11,719 11,112 34,865 30,306
Gain on sale of real estate assets........................ 21,346 2,487 29,232 8,793
----------- ----------- ----------- -----------
Income before extraordinary items......................... 33,065 13,599 64,097 39,099
Extraordinary items....................................... (111) -- (111) --
----------- ----------- ----------- -----------
Net income.................................................. 32,954 13,599 63,986 39,099
Distributions to Series B preferred unitholders............. (1,902) (1,902) (5,706) (3,219)
Distributions to Series C preferred unitholders............. (1,203) (374) (3,609) (374)
----------- ----------- ----------- -----------
Income available to common unitholders...................... 29,849 11,323 54,671 35,506
Income available to common unitholders allocated to general
partner................................................... (298) (113) (547) (355)
----------- ----------- ----------- -----------
Income available to common unitholders allocated to limited
partners.................................................. $ 29,551 $ 11,210 $ 54,124 $ 35,151
=========== =========== =========== ===========
Per unit data:
Income before extraordinary items -- basic................ $ 1.08 $ 0.43 $ 2.09 $ 1.20
=========== =========== =========== ===========
Income before extraordinary items -- diluted.............. $ 1.07 $ 0.43 $ 2.08 $ 1.20
=========== =========== =========== ===========
Net income -- basic....................................... $ 1.07 $ 0.43 $ 2.09 $ 1.20
=========== =========== =========== ===========
Net income -- diluted..................................... $ 1.07 $ 0.43 $ 2.07 $ 1.20
=========== =========== =========== ===========
Distributions to Series B preferred unitholders -- basic
and diluted............................................. $ (0.06) $ (0.06) $ (0.19) $ (0.10)
=========== =========== =========== ===========
Distributions to Series C preferred unitholders -- basic
and diluted............................................. $ (0.04) $ (0.01) $ (0.12) $ (0.01)
=========== =========== =========== ===========
Income available to common unitholders -- basic........... $ 0.97 $ 0.36 $ 1.78 $ 1.09
=========== =========== =========== ===========
Income available to common unitholders -- diluted......... $ 0.97 $ 0.36 $ 1.76 $ 1.09
=========== =========== =========== ===========
Distributions declared.................................... $ 0.44 $ 0.42 $ 1.31 $ 1.25
=========== =========== =========== ===========
Weighted average units -- basic........................... 30,664,610 31,921,369 30,667,450 32,501,908
=========== =========== =========== ===========
Weighted average units -- diluted......................... 30,935,031 31,986,522 30,839,406 32,530,885
=========== =========== =========== ===========
</TABLE>
See notes to consolidated financial statements.
4
<PAGE> 5
SUMMIT PROPERTIES PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
SERIES B SERIES C
PREFERRED PREFERRED GENERAL LIMITED
UNITS UNITS PARTNER PARTNERS TOTAL
--------- --------- ------- -------- --------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1999...................... $82,718 $53,552 $4,555 $377,845 $518,670
Distributions to common unitholders........... (402) (39,771) (40,173)
Contributions from Summit Properties related
to:
Proceeds from dividend reinvestment and
stock purchase plans..................... 40 3,953 3,993
Exercise of stock options.................. 15 1,495 1,510
Repurchase of common stock................. (80) (7,944) (8,024)
Repurchase of common units................. (18) (1,741) (1,759)
Amortization of restricted stock grants.... 6 607 613
Net down stock grants...................... (1) (115) (116)
Issuance of employee notes receivable...... (95) (9,377) (9,472)
Issuance of common units -- purchase of
Communities.............................. 22 2,195 2,217
Repayments of employee notes receivable.... 10 1,034 1,044
Net proceeds from preferred units.......... (5) (5) -- -- (10)
Distributions to preferred unitholders........ (93) (9,222) (9,315)
Net income.................................... 640 63,346 63,986
------- ------- ------ -------- --------
Balance, September 30, 2000..................... $82,713 $53,547 $4,599 $382,305 $523,164
======= ======= ====== ======== ========
</TABLE>
See notes to consolidated financial statements.
5
<PAGE> 6
SUMMIT PROPERTIES PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
---------------------
2000 1999
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income................................................ $ 63,986 $ 39,099
Adjustments to reconcile net income to net cash provided
by operating activities:
Loss on equity method investments....................... 1,082 987
Extraordinary items..................................... 111 --
Gain on sale of real estate assets...................... (29,232) (8,793)
Depreciation and amortization........................... 29,229 26,248
Increase in restricted cash............................. (2,627) (3,807)
Increase in other assets................................ (1,478) (1,278)
Decrease in accrued interest payable.................... (2,418) (2,203)
Increase (decrease) in accounts payable and accrued
expenses.............................................. 7 (6,723)
Increase in security deposits and prepaid rents......... 302 11
--------- ---------
Net cash provided by operating activities.......... 58,962 43,541
--------- ---------
Cash flows from investing activities:
Construction of real estate assets and land acquisitions,
net of payables......................................... (122,251) (94,089)
Proceeds from sale of communities......................... 83,677 96,246
Purchase of communities................................... (33,127) --
Capitalized interest...................................... (7,594) (5,383)
Recurring capital expenditures............................ (4,006) (5,083)
Non-recurring capital expenditures........................ (1,957) (3,916)
Increase in notes receivable.............................. (4,773) --
--------- ---------
Net cash used in investing activities.............. (90,031) (12,225)
--------- ---------
Cash flows from financing activities:
Net borrowings (repayments) on line of credit............. 57,175 (111,508)
Borrowings on unsecured bonds, net of debt issuance
costs................................................... 9,545 24,638
Proceeds from issuance of mortgage debt................... 47,912 --
Repayments of mortgage debt............................... (7,175) (3,833)
Repayments of tax exempt bonds............................ (885) (920)
Repayments of unsecured notes............................. (15,000) --
Distributions to common unitholders....................... (39,811) (40,177)
Distributions to Series B preferred unitholders........... (5,706) (3,219)
Distributions to Series C preferred unitholders........... (3,609) (374)
Increase in employee notes receivable..................... (9,472) (3,077)
Repayments of employee notes receivable................... 1,044 515
Issuance of Series B preferred units...................... -- 82,718
Issuance of Series C preferred units...................... -- 53,624
Contributions from Summit Properties related to:
Proceeds from dividend reinvestment and stock purchase
plans................................................. 3,993 14,615
Exercise of stock options............................... 1,510 182
Repurchase of Summit Properties common stock............ (8,024) (34,614)
Repurchase of common units in Operating Partnership..... (1,759) --
Decrease in advance proceeds of direct stock purchase
plan.................................................. -- (9,474)
--------- ---------
Net cash provided by (used in) financing
activities........................................ 29,738 (30,904)
--------- ---------
Net (decrease) increase in cash and cash equivalents........ (1,331) 412
Cash and cash equivalents, beginning of period.............. 4,130 2,837
--------- ---------
Cash and cash equivalents, end of period.................... $ 2,799 $ 3,249
========= =========
Supplemental disclosure of cash flow information -- Cash
paid for interest, net of capitalized interest............ $ 30,962 $ 31,166
========= =========
</TABLE>
See notes to consolidated financial statements.
6
<PAGE> 7
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 three
and nine months ended September 30, 2000 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, 1999
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 -- Comprehensive income is the same as net income for all
periods presented.
DERIVATIVE INSTRUMENT AND HEDGING ACTIVITIES -- On January 1, 2001, the
Operating Partnership is required to adopt Statement of Financial Accounting
Standard No. 133, "Accounting for Derivative Instruments and Hedging Activities"
(SFAS 133). This statement establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts, and for other hedging activities. It requires that an entity
recognize all derivatives as either assets or liabilities in the statement of
financial position and measure these instruments at fair value. The Operating
Partnership is currently assessing the impact, if any, that the adoption of SFAS
133 will have on the Operating Partnership's financial statements.
RECLASSIFICATIONS -- Certain reclassifications have been made to the 1999
financial statements to conform to the 2000 presentation.
BUSINESS SEGMENTS -- The Operating Partnership reports as a single business
segment with activities related to the operation, development and acquisition of
"Class A" luxury apartments located primarily in the southeastern, southwestern
and mid-atlantic United States. The Operating Partnership develops apartments
solely for its own use and does not perform development activities for third
parties.
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> 8
SUMMIT PROPERTIES PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
--------------------------------------------------------------------------------
The following is a condensed balance sheet and income statement for Station Hill
as of and for the nine months ended September 30, 2000 and 1999 (in thousands).
The balance sheet and income statement set forth below reflect the financial
position and operations of Station Hill in its entirety, not only the Operating
Partnership's interest therein.
<TABLE>
<CAPTION>
BALANCE SHEET
-----------------
SEPTEMBER 30,
-----------------
2000 1999
------- -------
<S> <C> <C>
Net real estate assets...................................... $87,493 $89,866
Cash and cash equivalents................................... 2,176 2,468
Other assets................................................ 408 430
------- -------
Total assets...................................... $90,077 $92,764
======= =======
Mortgages payable........................................... $68,863 $69,652
Other liabilities........................................... 1,448 1,452
Partners' capital........................................... 19,766 21,660
------- -------
Total liabilities and partners' capital........... $90,077 $92,764
======= =======
</TABLE>
<TABLE>
<CAPTION>
INCOME STATEMENT
----------------------
NINE MONTHS ENDED
SEPTEMBER 30,
----------------------
2000 1999
------------- ------
<S> <C> <C>
Revenues.................................................... $9,267 $8,871
Expenses:
Property operating........................................ 3,331 3,208
Interest.................................................. 3,474 3,513
Depreciation and amortization............................. 2,256 2,232
------ ------
Total expenses.................................... 9,061 8,953
------ ------
Net income (loss)................................. $ 206 $ (82)
====== ======
</TABLE>
The Operating Partnership currently owns a 49% interest in a joint venture
("Joint Venture Project"), which is developing an apartment community. The Joint
Venture Project is still under construction and has had limited operating
activity thus far. The construction costs have been funded through a loan to the
joint venture from an unrelated third party equal to 100% of the construction
costs. During the construction period, in lieu of equity contributions to the
joint venture, the Operating Partnership has under certain circumstances,
subsequent to demand by the third party lender, agreed to make contributions
which would reduce the respective construction loan 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 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 in the joint venture for a period of six months after the
project becomes stabilized. If the Operating Partnership does not exercise its
option with respect to the Joint Venture Project, it will be required to make a
capital contribution of 25% of the project's total construction loan amount, as
such capital contribution may have been previously reduced as described above.
The balance sheet and income statement information for the Joint Venture Project
is not material.
The Operating Partnership formerly owned a 49% interest in each of two joint
ventures, which developed apartment communities. The Operating Partnership
purchased its joint venture partner's interest in each of these two joint
ventures on August 1, 2000. See footnote 3 below for further information on the
purchase of these two communities. The two former joint venture projects were
accounted for under the equity method of accounting until August 1, 2000 and,
therefore, the operating results of such communities are presented in "Loss on
equity investments: Real estate joint ventures" in the Operating Partnership's
consolidated statements of earnings.
8
<PAGE> 9
SUMMIT PROPERTIES PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
--------------------------------------------------------------------------------
3. COMMUNITY ACQUISITIONS AND DISPOSITIONS
On August 1, 2000, the Operating Partnership purchased its joint venture
partner's interest in each of two communities, Summit Shiloh (182 apartment
homes) and Summit Sweetwater (308 apartment homes), for an aggregate purchase
price of approximately $36 million. The Operating Partnership formerly owned a
49% interest in separate joint ventures which developed such communities prior
to the acquisitions. The acquisitions were primarily financed with the issuance
of 96,455 common units of limited partnership interest in the Operating
Partnership ("Common Units") in the aggregate valued at approximately $2.2
million and the payment of approximately $33.7 million in cash in the aggregate.
The following summary of selected unaudited pro forma results of operations
presents information as if the purchase of the Operating Partnership's joint
venture partner's interest in Summit Sweetwater and Summit Shiloh had occurred
at the beginning of each period presented. The pro forma information is provided
for informational purposes only and is not indicative of results that would have
occurred or which may occur in the future (in thousands, except per share
amounts):
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- -------------------
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Total revenues.......................................... $49,337 $45,309 $131,195 $133,026
Income before extraordinary items....................... $33,223 $13,511 $ 63,441 $ 38,907
Net income.............................................. $33,112 $13,511 $ 63,330 $ 38,907
Income available to common unitholders.................. $30,007 $11,235 $ 54,015 $ 35,314
Income before extraordinary items per unit:
Basic.............................................. $ 1.08 $ 0.42 $ 2.07 $ 1.20
Diluted............................................ $ 1.07 $ 0.42 $ 2.06 $ 1.20
Net income per unit:
Basic.............................................. $ 1.08 $ 0.42 $ 2.07 $ 1.20
Diluted............................................ $ 1.07 $ 0.42 $ 2.05 $ 1.20
Income available to common unitholders per unit:
Basic.............................................. $ 0.98 $ 0.35 $ 1.76 $ 1.09
Diluted............................................ $ 0.97 $ 0.35 $ 1.75 $ 1.09
</TABLE>
On March 28, 2000, the Operating Partnership sold an apartment community located
in Hickory, North Carolina, formerly known as Summit Creekside (118 apartment
homes) for $5.8 million. The disposition of Summit Creekside resulted in the
recognition of a gain on sale of $2.0 million. The net proceeds of $5.8 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 May 24, 2000, the Operating Partnership sold two apartment communities,
formerly known as Summit Eastchester (172 apartment homes) located in High
Point, North Carolina, and Summit Sherwood (190 apartment homes) located in
Winston-Salem, North Carolina, for $16.1 million in the aggregate. The
disposition of these two communities resulted in the recognition of a gain on
sale of $5.7 million in the aggregate. The aggregate net proceeds of $15.9
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 September 21, 2000, the Operating Partnership sold an apartment community
located in Indianapolis, Indiana, formerly known as Summit River Crossing (314
apartment homes) for $24.8 million. The disposition of Summit River Crossing
resulted in the recognition of a gain on sale of $7.3 million. The net proceeds
of
9
<PAGE> 10
SUMMIT PROPERTIES PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
--------------------------------------------------------------------------------
$24.3 million were used to reduce the balance outstanding under the Operating
Partnership's unsecured credit facility.
On September 27, 2000, the Operating Partnership sold two apartment communities,
formerly known as Summit Blue Ash (242 apartment homes) and Summit Park (317
apartment homes), both located in Cincinnati, Ohio for $34.5 million in the
aggregate. The disposition of these two communities resulted in the recognition
of a gain on sale of $14.1 million in the aggregate. The aggregate net proceeds
of $34.3 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.
4. MORTGAGES RECEIVABLE
Mortgages receivable consist of three promissory notes with interest rates
ranging from 7.50% to 9.15% and various maturity dates ranging through December
2005. One of these three notes, with a balance of approximately $2.8 million,
was repaid on October 18, 2000.
5. NOTES PAYABLE
On September 26, 2000, the Operating Partnership obtained a new syndicated
unsecured revolving line of credit (the "Unsecured Credit Facility") in the
amount of $225 million which replaced the Operating Partnership's existing $200
million unsecured credit facility. The Unsecured Credit Facility has a three
year term with annual extension options and bears interest at LIBOR + 100 basis
points based on the Operating Partnership's current credit rating of BBB- by
Standard & Poor's Rating Services and Baa3 by Moody's Investors Service. The
spread component of the interest rate will adjust downward in the event the
Operating Partnership obtains an upgrade in its unsecured debt rating. The
Unsecured Credit Facility also provides a bid option sub-facility equal to a
maximum of fifty percent of the total facility ($112.5 million). This
sub-facility provides the Operating Partnership with the option to place
borrowings in a fixed LIBOR contract up to 180 days. The Unsecured Credit
Facility is repayable monthly on an interest only basis with principal due at
maturity. The balance outstanding under the Unsecured Credit Facility was $136.5
million at September 30, 2000.
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"). The Operating
Partnership issued Medium-Term Notes with an aggregate principal amount of $80
million in connection with the MTN Program as follows: (i) on July 28, 1998, the
Company sold $30 million of notes which are due on July 30, 2001 and bear
interest at 6.75% per year; (ii) on October 5, 1998, the Operating Partnership
sold $25 million of notes (6.71%) which matured and were repaid on October 5,
2000; and (iii) on March 18, 1999, the Operating Partnership sold $25 million of
notes which are due on March 16, 2009 and bear interest at 7.59% per year.
On April 20, 2000, the Operating Partnership commenced a new program for the
sale of up to $250 million aggregate principal amount of Medium-Term Notes due
nine months or more from the date of issuance. The new program was established
under Summit Properties' and the Operating Partnership's existing shelf
registration statement. The Medium-Term Notes may be issued by the Operating
Partnership from time to time in the future subject to market conditions and
other factors. On July 19, 2000, the Operating Partnership issued Medium-Term
Notes with an aggregate principal amount of $10 million which are due on July
19, 2010 and bear interest at 8.50% per year. On October 20, 2000, the Operating
Partnership issued Medium-Term Notes with an aggregate principal amount of $17
million which are due on October 20, 2003 and bear interest at 7.87% per year.
10
<PAGE> 11
SUMMIT PROPERTIES PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
--------------------------------------------------------------------------------
6. 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 unsecured notes
issued by the Operating Partnership 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, 2000 was 6.77%.
7. RESTRICTED STOCK
During the nine months ended September 30, 2000 and 1999, Summit Properties
granted 72,805 and 23,331 shares, respectively, of restricted stock to employees
of Summit Properties and its subsidiaries under Summit Properties' 1994 Stock
Option and Incentive Plan. The market value of the restricted stock grants
awarded during these nine months in 2000 and 1999 totaled approximately $1.3
million and $398,000, 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 compensation cost over the vesting periods which range from three
to five years.
In January 1998, Summit Properties agreed to award certain key employees shares
of restricted stock, under Summit Properties' Performance Stock Award Plan. The
number of shares of restricted stock to be granted to the key employees is based
upon Summit Properties' average annual return to shareholders (share
appreciation and distributions) from the date of the award to the third
anniversary of the award. The number of shares to be granted under the
Performance Stock Award Plan ranges from none (in the event Summit Properties
achieves less than an 11% average annual return) to 106,538 (in the event Summit
Properties achieves a 15% or greater average annual return to shareholders). The
starting stock price for the purposes of calculating appreciation was $21.375,
the fair market value of Summit Properties' Common Stock at the date of award
($19.87 for one executive officer of Summit Properties). One half of any shares
of restricted stock granted under the Performance Stock Award Plan will vest on
January 1, 2001, 25% will vest on January 1, 2002 and the remaining 25% will
vest on January 1, 2003.
8. SUPPLEMENTAL CASH FLOW INFORMATION
Non-cash investing and financing activities for the nine months ended September
30, 2000 and 1999 are as follows:
A. The Operating Partnership accrued distributions payable in the amounts
of $13.4 million and $13.1 million at September 30, 2000 and 1999,
respectively.
B. Summit Properties issued 72,805 and 23,331 shares of restricted stock
valued at approximately $1.3 million and $398,000 during the nine
months ended September 30, 2000 and 1999, respectively, to employees
of Summit Properties and its subsidiaries.
C. The Operating Partnership exchanged 43,545 Common Units for shares of
Summit Properties' Common Stock during the nine months ended September
30, 2000. The value of the shares of Common Stock was approximately
$875,000.
11
<PAGE> 12
SUMMIT PROPERTIES PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
--------------------------------------------------------------------------------
D. The Operating Partnership sold six communities and three communities
during the nine months ended September 30, 2000 and 1999,
respectively, receiving aggregate net proceeds of $80.3 million and
$13.3 million, respectively. The net proceeds of five of the six
communities sold in 2000 and all of the communities sold during 1999
were placed in escrow with a qualified intermediary in accordance with
like-kind exchange income tax rules and regulations. Such proceeds are
shown on the balance sheet as "Restricted cash" and will be used to
fund the future development of communities. The respective purchasers
of two of the communities sold in 1999 assumed the related outstanding
debt balances associated with such communities of $14.8 million in the
aggregate.
E. The Operating Partnership purchased its joint venture partner's
interest in each of two communities during the nine months ended
September 30, 2000 at an aggregate purchase price of approximately $36
million. The acquisitions were primarily financed with the issuance of
96,455 Common Units in the aggregate valued at approximately $2.2
million as well as the payment of approximately $33.7 million in cash
in the aggregate.
9. COMMITMENTS
The estimated cost to complete seven development projects currently under
construction was approximately $80.1 million at September 30, 2000. Anticipated
construction completion dates of the projects range from the fourth quarter of
2000 to the first quarter of 2002.
On January 19, 2000, the Operating Partnership entered into a Real Estate
Purchase Agreement (the "Agreement") with a third-party real estate developer
(the "Developer"). Under the terms of the Agreement, the Operating Partnership
has agreed to purchase upon completion a "Class A" mixed-use community, which
will be called Summit Brickell, and will be located in Miami, Florida. The
Operating Partnership expects to close on the purchase of Summit Brickell during
the second half of 2002 following its completion and lease-up. The final
purchase price will be determined based on actual construction costs plus a
bonus to the developer based on the capitalized income of the property at the
time of purchase. The purchase price is expected to be approximately $50.5
million. The purchase of Summit Brickell by the Operating Partnership is subject
to customary closing conditions. The Operating Partnership has issued a letter
of credit ("LOC") in the amount of approximately $13.0 million, which will serve
as a credit enhancement to the Developer's construction loan. In the event that
any amount under the LOC is drawn upon, the Operating Partnership shall be
treated as having issued a loan to the Developer in the amount of such draw. Any
such loan will accrue interest at a rate of eighteen percent (18%) per annum.
10. EARNINGS PER COMMON UNIT
The only difference between "basic" and "diluted" weighted average Common Units
is the dilutive effect of Summit Properties' stock options outstanding (270,421
and 171,956 Common Units added to weighted average Common Units outstanding for
the three and nine months ended September 30, 2000, respectively, and 65,153 and
28,977 Common Units added to weighted average Common Units outstanding for the
three and nine months ended September 30, 1999, respectively).
11. 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 then 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
12
<PAGE> 13
SUMMIT PROPERTIES PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
--------------------------------------------------------------------------------
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 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. The Operating Partnership made
distributions to the holders of the Series B Preferred Units in the aggregate
amount of approximately $5.1 million during 1999 and in the aggregate amount of
approximately $5.7 million during the nine months ended September 30, 2000.
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 then 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, (c) upon the occurrence of
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 Operating Partnership made distributions to the holder of the
Series C Preferred Units in the aggregate amount of approximately $1.5 million
during 1999 and in the aggregate amount of approximately $3.7 million during the
nine months ended September 30, 2000.
12. 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 was authorized to
purchase up to an aggregate of $50 million of currently issued and outstanding
Common Stock of Summit Properties (the "$50 Million Program"). All repurchases
have been made on the open market at prevailing prices or in privately
negotiated transactions. During the three month period ended March 31, 2000,
Summit Properties completed the $50 Million Program by repurchasing 131,900
shares of Common Stock for an aggregate purchase price, including commissions,
of approximately $2.5 million, or an average price of $18.88 per share. In
total, Summit Properties repurchased 2.5 million shares of Common Stock under
the $50 Million Program for an aggregate purchase price, including commissions,
of approximately $50 million, or an average price of $19.63 per share.
13
<PAGE> 14
SUMMIT PROPERTIES PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
--------------------------------------------------------------------------------
On March 12, 2000, the Board of Directors of Summit Properties authorized a new
common stock repurchase program pursuant to which Summit Properties is
authorized to purchase up to an aggregate of $25 million of currently issued and
outstanding Common Stock of Summit Properties (the "$25 Million Program"). All
repurchases have and will be made on the open market at prevailing prices or in
privately negotiated transactions. This authority may be exercised from time to
time and in such amounts as market conditions warrant. During the nine months
ended September 30, 2000, Summit Properties repurchased 279,400 shares of Common
Stock under the $25 Million Program for an aggregate purchase price, including
commissions, of approximately $5.5 million, or an average price of $19.80 per
share.
14
<PAGE> 15
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, and Section 21E of the
Securities Exchange Act of 1934, as amended, including, without limitation,
statements relating to the operating performance of fully stabilized Communities
(as defined below), the development, acquisition or disposition of properties,
anticipated construction completion and lease-up dates, and estimated
development costs. You can identify forward-looking statements by the use of the
words "believe," "expect," "anticipate," "intend," "estimate," "assume" and
other similar expressions which predict or indicate future events and trends and
which do not relate to historical matters. You should not rely on
forward-looking statements, because they involve known and unknown risks,
uncertainties and other factors, some of which are beyond the control of the
Operating Partnership. These risks, uncertainties and other factors may cause
the actual results, performance or achievements of the Operating Partnership to
be materially different from the anticipated future results, performance or
achievements expressed or implied by 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: 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, uncertainties associated with the Operating Partnership's development
activities, the failure to close planned acquisitions in a timely manner or at
all, the failure of acquisitions to yield expected results, construction delays
due to unavailability of materials, weather conditions or other delays, the
failure to sell properties being marketed for sale on favorable terms, in a
timely manner or at all, competition, supply and demand for apartment
communities in the Operating Partnership's current and proposed market areas,
changes in generally accepted accounting principles or policies and guidelines
applicable to REITs, and those factors discussed in the section entitled
"Development Activity--Certain Factors Affecting the Performance of Development
Communities" on page 26 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 Summit Properties Partnership, L.P. (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
changes 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," "stabilized
development Communities", "acquisition Communities", "Communities in lease-up"
and "disposition Communities" 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
Company has acquired is deemed "fully stabilized" when owned by the Operating
Partnership for one year or more as of the beginning of the current 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
15
<PAGE> 16
average physical occupancy and average monthly rental revenue may differ from
the methodology used by other apartment companies and, accordingly, may not be
comparable to such other apartment companies.
Results of Operations for the Three and Nine Months Ended September 30, 2000 and
1999
For the three and nine months ended September 30, 2000, income before gain on
sale of real estate assets and extraordinary items increased $607,000 and $4.6
million, respectively, to $11.7 million and $34.9 million, respectively, from
the three and nine months ended September 30, 1999 primarily due to increased
property operating income generated by the Operating Partnership's portfolio of
Communities.
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, 2000 and 1999 is summarized below (dollars in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------------- ----------------------------
2000 1999 % CHANGE 2000 1999 % CHANGE
------- ------- -------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Property revenues:
Fully stabilized
communities................ $26,539 $25,366 4.6% $77,978 $74,933 4.1%
Stabilized development
communities................ 14,197 12,762 11.2% 41,295 34,121 21.0%
Acquisition communities....... 894 -- 100.0% 894 -- 100.0%
Communities in lease-up....... 4,587 1,557 194.6% 10,509 4,575 129.7%
Communities sold.............. 1,878 4,861 -61.4% 7,136 16,655 -57.2%
------- ------- ------- -------
Total property
revenues............ 48,095 44,546 8.0% 137,812 130,284 5.8%
------- ------- ------- -------
Property operating and
maintenance expense:
Fully stabilized
communities................ 8,805 8,414 4.6% 25,512 24,841 2.7%
Stabilized development
communities................ 4,384 3,738 17.3% 12,417 10,330 20.2%
Acquisition communities....... 289 -- 100.0% 289 -- 100.0%
Communities in lease-up....... 1,607 632 154.3% 3,868 1,809 113.8%
Communities sold.............. 710 1,817 -60.9% 2,446 6,140 -60.2%
------- ------- ------- -------
Total property
operating and
maintenance
expense............. 15,795 14,601 8.2% 44,532 43,120 3.3%
------- ------- ------- -------
Property operating income....... $32,300 $29,945 7.9% $93,280 $87,164 7.0%
======= ======= ======= =======
Apartment homes, end of
period........................ 18,094 17,685 2.3% 18,094 17,685 2.3%
======= ======= ======= =======
</TABLE>
A summary of the Operating Partnership's apartment homes (excluding joint
ventures) for the nine months ended September 30, 2000 and 1999 is as follows:
<TABLE>
<CAPTION>
2000 1999
------ ------
<S> <C> <C>
Apartment homes at January 1................................ 17,673 18,001
Developments which began rental operations during the
period.................................................... 1,284 280
Apartment homes acquired.................................... 490 --
Sale of apartment homes..................................... (1,353) (596)
------ ------
Apartment homes at September 30............................. 18,094 17,685
====== ======
</TABLE>
16
<PAGE> 17
OPERATING PERFORMANCE OF THE OPERATING PARTNERSHIP'S FULLY STABILIZED
COMMUNITIES
The operating performance of the Communities stabilized prior to January 1, 1998
in each of the three and nine months ended September 30, 2000 and 1999 is
summarized below (dollars in thousands except average monthly rental revenue):
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------------- ----------------------------
2000 1999 % CHANGE 2000 1999 % CHANGE
------- ------- -------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Property revenues:
Rental revenues............... $24,733 $23,693 4.4% $72,707 $70,454 3.2%
Other property revenues....... 1,806 1,673 7.9% 5,271 4,479 17.7%
------- ------- ------- -------
Total property
revenues............ 26,539 25,366 4.6% 77,978 74,933 4.1%
------- ------- ------- -------
Property operating and
maintenance expense:
Personnel..................... 1,885 1,927 -2.2% 5,211 5,521 -5.6%
Advertising and promotion..... 334 345 -3.2% 1,001 988 1.3%
Utilities..................... 1,206 1,191 1.3% 3,493 3,382 3.3%
Building repairs and
maintenance................ 1,324 1,379 -4.0% 3,856 3,895 -1.0%
Real estate taxes and
insurance.................. 2,885 2,545 13.4% 8,531 7,905 7.9%
Property supervision.......... 744 627 18.7% 2,174 1,856 17.1%
Other operating expense....... 427 400 6.8% 1,246 1,294 -3.7%
------- ------- ------- -------
Total property
operating and
maintenance
expense............. 8,805 8,414 4.6% 25,512 24,841 2.7%
------- ------- ------- -------
Property operating income....... $17,734 $16,952 4.6% $52,466 $50,092 4.7%
======= ======= ======= =======
Average physical occupancy...... 95.6% 93.9% 1.8% 94.7% 93.7% 1.1%
======= ======= ======= =======
Average monthly rental
revenue....................... $ 886 $ 863 2.7% $ 878 $ 860 2.1%
======= ======= ======= =======
Number of apartment homes....... 9,959 9,959 9,959 9,959
======= ======= ======= =======
</TABLE>
The increase in property revenues from fully stabilized Communities was
primarily the result of increases in average rental rates as well as increased
revenues from sources other than rental revenues, such as cable and water
sub-meter revenues. The higher revenues were primarily generated in the
Operating Partnership's Washington, D.C., Austin, Texas, San Antonio, Texas, and
Southeast Florida markets. Property supervision costs increased as a result of
an increase in the property management fee charged by Summit Management Company
(the "Management Company") from 2.50% to 2.75% for the nine month period ended
September 30, 2000. This is the first increase in the amount charged by the
Management Company for its services since Summit Properties' initial public
offering in 1994. For the nine months ended September 30, 2000, the increase in
property supervision costs was offset by cost savings related primarily to
personnel, building repairs and maintenance and other operating expenses. As a
percentage of total property revenues, total property operating and maintenance
expenses remained stable at 33.0% for the nine-month period ended September 30,
2000 as compared to the same period in 1999.
17
<PAGE> 18
OPERATING PERFORMANCE OF THE OPERATING PARTNERSHIP'S STABILIZED DEVELOPMENT
COMMUNITIES
The Operating Partnership had fourteen development Communities (Summit
Ballantyne, Summit Sedgebrook, Summit Governor's Village, Summit Lake, Summit
Norcroft II, Summit Stonefield, Summit Russett, Summit Westwood, Summit
Plantation II, Summit New Albany, Summit Fair Lakes, Summit Doral, Summit Las
Palmas and Summit Camino Real) which were stabilized during the entire nine
months ended September 30, 2000 but were stabilized subsequent to January 1,
1998. The operating performance of these fourteen Communities for the three and
nine months ended September 30, 2000 and 1999 is summarized below (dollars in
thousands except average monthly rental revenue):
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- -----------------
2000 1999 2000 1999
-------- -------- ------- -------
<S> <C> <C> <C> <C>
Property revenues:
Rental revenues................................. $13,170 $11,935 $38,416 $32,095
Other property revenue.......................... 1,027 827 2,879 2,026
------- ------- ------- -------
Total property revenues................. 14,197 12,762 41,295 34,121
Property operating and maintenance expense........ 4,384 3,738 12,417 10,330
------- ------- ------- -------
Property operating income......................... $ 9,813 $ 9,024 $28,878 $23,791
======= ======= ======= =======
Average physical occupancy........................ 95.3% 91.2% 94.1% 82.9%
======= ======= ======= =======
Average monthly rental revenue.................... $ 957 $ 950 $ 945 $ 890
======= ======= ======= =======
Number of apartment homes......................... 4,885 4,885 4,885 4,885
======= ======= ======= =======
</TABLE>
The unleveraged yield on investment for the stabilized development Communities,
defined as property operating income for the three and nine months ended
September 30, 2000 on an annualized basis over total development cost, was
10.52% and 10.72%, respectively.
OPERATING PERFORMANCE OF THE OPERATING PARTNERSHIP'S ACQUISITION COMMUNITIES
The Operating Partnership's acquisition Communities consist of Summit Sweetwater
and Summit Shiloh, which were both purchased on August 1, 2000. The purchase was
primarily financed with the issuance of 96,455 common units of limited
partnership interest ("Common Units") in the aggregate valued at approximately
$2.2 million and the payment of approximately $33.7 million in cash in the
aggregate. There were no Community acquisitions during the nine months ended
September 30, 1999. The operating performance of the two acquisition communities
for the three and nine months ended September 30, 2000 and 1999 is summarized
below (dollars in thousands except average monthly rental revenue):
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- -----------------
2000 1999 2000 1999
-------- -------- ------- -------
<S> <C> <C> <C> <C>
Property revenues:
Rental revenues................................. $ 827 $ -- $ 827 $ --
Other property revenue.......................... 67 -- 67 --
------- ------- ------- -------
Total property revenues................. 894 -- 894 --
Property operating and maintenance expense........ 289 -- 289 --
------- ------- ------- -------
Property operating income......................... $ 605 $ -- $ 605 $ --
======= ======= ======= =======
Average physical occupancy........................ 93.1% 0.0% 93.1% 0.0%
======= ======= ======= =======
Average monthly rental revenue.................... $ 912 $ -- $ 912 $ --
======= ======= ======= =======
Number of apartment homes......................... 490 -- 490 --
======= ======= ======= =======
</TABLE>
18
<PAGE> 19
OPERATING PERFORMANCE OF THE OPERATING PARTNERSHIP'S COMMUNITIES IN LEASE-UP
The Operating Partnership had eleven Communities in lease-up during the nine
months ended September 30, 2000. Nine of the eleven Communities in lease-up are
new developments and two of the Communities in lease-up are existing Communities
that are undergoing major renovations. A Community in lease-up is defined as one
that has commenced rental operations but was not stabilized as of the beginning
of the current year. A summary of the nine development Communities in lease-up
as of September 30, 2000 is as follows (dollars in thousands):
<TABLE>
<CAPTION>
TOTAL ACTUAL/ % LEASED
NUMBER OF ACTUAL/ ANTICIPATED ACTUAL/ Q3 2000 AS OF
APARTMENT ESTIMATED CONSTRUCTION ANTICIPATED AVERAGE SEPTEMBER 30,
COMMUNITY HOMES COSTS COMPLETION STABILIZATION OCCUPANCY 2000
--------- --------- --------- ------------ ------------- --------- -------------
<S> <C> <C> <C> <C> <C> <C>
Summit New Albany II -- Columbus, OH......... 127 $ 9,414 Q1 2000 Q3 2000 95.2% 93.7%
Summit Largo -- Largo, MD.................... 219 18,366 Q1 2000 Q3 2000 98.0% 99.1%
Summit Hunter's Creek -- Orlando, FL......... 270 20,044 Q1 2000 Q4 2000 81.7% 91.5%
Summit Deer Creek -- Atlanta, GA............. 292 22,056 Q2 2000 Q1 2000 91.3% 99.0%
Summit Ashburn Farm -- Loudon County, VA..... 162 14,618 Q3 2000 Q1 2001 85.5% 100.0%
Reunion Park by Summit -- Raleigh, NC........ 248 14,736 Q1 2001 Q3 2001 54.3% 92.7%
Summit Russett II -- Laurel, MD (1).......... 112 9,900 Q4 2000 Q1 2001 2.0% 34.8%
Summit Grandview -- Charlotte, NC (1)........ 266 45,500 Q4 2000 Q4 2001 4.0% 39.5%
Summit Deerfield -- Cincinnati, OH (1)....... 498 41,500 Q3 2001 Q2 2002 5.7% 13.7%
----- --------
2,194 $196,134
===== ========
</TABLE>
---------------
(1) The related assets of such Communities are included in the Construction in
Progress category at September 30, 2000.
In addition to the Communities listed in the table above, Summit Fairview
located in Charlotte, North Carolina (135 apartment homes) and Summit Lenox
located in Atlanta, Georgia (431 apartment homes) are existing Communities of
the Company which were recently, or are currently, undergoing major renovations.
The renovations include 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 renovations
require that certain apartment homes be unavailable for rental over the course
of the renovation. The operations of Summit Fairview and Summit Lenox are
included in lease-up Communities results due to the renovation work. The
renovation work at Summit Fairview was substantially complete by the end of the
second quarter of 2000 and the renovation work at Summit Lenox is expected to be
completed by the end of the fourth quarter of 2000.
All Communities listed above were in lease-up during the three and nine months
ended September 30, 2000. Only Summit Lenox and Summit Fairview had operating
activity during the three and nine months ended September 30, 1999. The
operating performance of the lease-up Communities for the three and nine months
ended September 30, 2000 and 1999 is summarized below (dollars in thousands):
<TABLE>
<CAPTION>
THREE MONTHS NINE MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------- ----------------
2000 1999 2000 1999
------ ------ ------- ------
<S> <C> <C> <C> <C>
Property revenues:
Rental revenues.................................... $4,176 $1,483 $ 9,647 $4,361
Other property revenue............................. 411 74 862 214
------ ------ ------- ------
Total property revenues.................... 4,587 1,557 10,509 4,575
Property operating and maintenance expense........... 1,607 632 3,868 1,809
------ ------ ------- ------
Property operating income............................ $2,980 $ 925 $ 6,641 $2,766
====== ====== ======= ======
Number of apartment homes............................ 2,760 566 2,760 566
====== ====== ======= ======
</TABLE>
19
<PAGE> 20
OPERATING PERFORMANCE OF THE OPERATING PARTNERSHIP'S DISPOSITION COMMUNITIES
Disposition communities consist of the former Summit Creekside, Summit
Eastchester, Summit Sherwood, Summit River Crossing, Summit Blue Ash and Summit
Park communities, all of which were sold during the first nine months of 2000
(the "2000 Dispositions"). The 1999 dispositions consist of the 2000
Dispositions as well as the following communities sold during 1999 (referred to
herein using former community names): Summit Hampton, Summit Oak, Summit Beacon
Ridge, Summit McIntosh, Summit Perico, Summit Heron's Run and Summit Eastridge.
The operating performance of these communities is summarized below (dollars in
thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------ -------------------
2000 1999 2000 1999
------ ------ ------ -------
<S> <C> <C> <C> <C>
Property revenues:
Rental revenues............................ $1,745 $4,512 $6,660 $15,527
Other property revenue..................... 133 349 476 1,128
------ ------ ------ -------
Total property revenues............ 1,878 4,861 7,136 16,655
Property operating and maintenance expense... 710 1,817 2,446 6,140
------ ------ ------ -------
Property operating income.................... $1,168 $3,044 $4,690 $10,515
====== ====== ====== =======
Number of apartment homes.................... 1,353 2,871 1,353 2,871
====== ====== ====== =======
</TABLE>
OPERATING PERFORMANCE OF SUMMIT MANAGEMENT COMPANY
The operating performance of the Management Company and its wholly-owned
subsidiary, Summit Apartment Builders, Inc. (the "Construction Company"), for
the three and nine months ended September 30, 2000 and 1999 is summarized below
(in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------ ------------------
2000 1999 2000 1999
------ ------ ------ ------
<S> <C> <C> <C> <C>
Revenue:
REIT management fee revenue............. $1,477 $1,299 $4,292 $3,702
Third party management fee revenue...... 279 313 829 966
Construction revenue.................... 496 453 2,085 1,286
Gain on sale of land.................... -- -- 238 --
Other revenue........................... 99 281 234 553
------ ------ ------ ------
Total revenue................... 2,351 2,346 7,678 6,507
------ ------ ------ ------
Expenses:
Operating Expenses...................... 2,237 2,484 7,276 6,810
Depreciation............................ 86 70 257 213
Amortization............................ 76 71 227 220
Interest................................ 75 75 603 225
------ ------ ------ ------
Total expenses.................. 2,474 2,700 8,363 7,468
------ ------ ------ ------
Net loss of Summit Management Company..... $ (123) $ (354) $ (685) $ (961)
====== ====== ====== ======
</TABLE>
The increase in operating revenue for the three and nine month periods was
primarily the result of an increase in the management fee charged to the
Operating Partnership's Communities from 2.50% to 2.75% and higher revenues from
increased construction activity at the Construction Company. The increase in the
management fee is the first increase since Summit Properties' initial public
offering in 1994. The Management Company sold a parcel of land in Raleigh, North
Carolina on February 29, 2000 for $5.4 million that resulted in a gain on sale
of $238,000. The increase in operating expenses for the nine month period 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
20
<PAGE> 21
Communities. The increase in interest expense for the nine month period resulted
from an inter-company loan which was repaid during the first quarter of 2000.
Property management revenues included $279,000 and $313,000 of property
management fees from third parties for the three months ended September 30, 2000
and 1999, respectively, and $829,000 and $966,000 for the nine months ended
September 30, 2000 and 1999, respectively. Property management fees from third
parties as a percentage of total property management revenues were 15.9% and
19.4% for the three months ended September 30, 2000 and 1999, respectively, and
16.2% and 20.7% for the nine months ended September 30, 2000 and 1999,
respectively.
All of the Construction Company's revenues are from contracts with the Operating
Partnership.
OTHER INCOME AND EXPENSES
Interest expense increased by approximately $1.1 million for the three months
ended September 30, 2000 and decreased by approximately $419,000 for the nine
months ended September 30, 2000, each as compared with the same periods in 1999.
The differences were primarily the result of changes in the Operating
Partnership's average indebtedness outstanding and average interest rate.
Average indebtedness outstanding decreased $6.4 million for the three months
ended September 30, 2000 as compared to the same period in 1999. Average
indebtedness outstanding decreased $6.2 million for the nine months ended
September 30, 2000 compared to the same period in 1999. These declines were
partially offset by an increase in the effective interest rate from 6.55% to
7.01% for the three months ended September 30, 2000 as compared to the same
period in 1999 and from 6.55% to 7.03% for the nine months ended September 30,
2000 as compared to the same period in 1999.
Depreciation expense increased $802,000 and $2.2 million, or 9.1% and 8.7%, for
the three and nine months ended September 30, 2000, respectively, compared with
the similar periods in 1999, primarily due to depreciation on recently developed
Communities offset by a reduction in depreciation related to Communities sold.
General and administrative expenses increased $188,000 and $108,000, or 21.6%
and 3.7%, for the three and nine months ended September 30, 2000, respectively,
as compared to the same periods in 1999. As a percentage of total revenues,
general and administrative expenses were 2.2% and 1.9% for the three months
ended September 30, 2000 and 1999, respectively, and 2.1% and 2.2% for the nine
months ended September 30, 2000 and 1999, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity
The Operating Partnership's net cash provided by operating activities increased
to $59.0 million for the nine months ended September 30, 2000 from $43.5 million
for the same period in 1999, primarily due to a $6.7 million decrease in the net
cash used in accounts payable and accrued expenses within operating activities
($7,000 increase for the nine months ended September 30, 2000 as compared to a
$6.7 million decrease for the nine months ended September 30, 1999) and a $1.2
million decrease in net restricted cash used in operating activities ($2.6
million increase for the nine months ended September 30, 2000 as compared to a
$3.8 million increase for the nine months ended September 30, 1999). The
decrease in accounts payable and accrued expenses was due to the timing of
payments, and the increase in restricted cash was due to deposits placed into
mortgage reserve escrows as well as interest income earned on restricted cash
accounts during the nine months ended September 30, 2000.
Net cash used in investing activities was $90.0 million and $12.2 million for
the nine months ended September 30, 2000 and 1999, respectively. The change was
due to the decrease in proceeds from the sale of Communities as well as the use
of cash to partially fund the acquisition of two communities in August 2000.
Property sale proceeds from five of the six communities sold in 2000 and all of
the communities sold in 1999 were placed in escrow in accordance with like-kind
exchange income tax rules and regulations. Proceeds from the sale of Communities
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
21
<PAGE> 22
time period, a special distribution may be made or company level tax may be
incurred. The increase in mortgages receivable was due to the acceptance of a
promissory note in June 2000 in connection with the acquisition of a development
site in Atlanta, Georgia.
Net cash provided by financing activities was $29.7 million for the nine months
ended September 30, 2000 while net cash used in financing activities was $30.9
million for the same period in 1999. The change was primarily due to a change in
net repayments on the Operating Partnership's existing unsecured credit facility
of $168.7 million ($57.2 million net borrowings for the nine months ended
September 30, 2000 as compared to $111.5 million repayments for the same period
in 1999), the repayment of an unsecured note in the amount of $15.0 million, a
decrease in net borrowings on unsecured bonds of $15.1 million, a decrease in
net proceeds from preferred units in the Operating Partnership of $136.3 million
due to the absence of issuances of preferred units during the nine months ended
September 30, 2000 and an increase in proceeds from mortgage debt due to $48.3
million of mortgage debt obtained during June 2000.
The ratio of earnings to fixed charges was 2.02 for the nine months ended
September 30, 2000 as compared to 1.78 for the nine months ended September 30,
1999.
The Operating Partnership's outstanding indebtedness at September 30, 2000
totaled $743.4 million. This amount includes approximately $304.4 million of
fixed rate conventional mortgages, $37.5 million of variable rate tax-exempt
bonds, $261.0 million of fixed rate unsecured notes, $4.0 million of tax-exempt
fixed rate mortgages, and $136.5 million under the Unsecured Credit Facility (as
defined below).
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 defined below). 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 Common Units.
Credit Facility
On September 26, 2000, the Operating Partnership obtained a new syndicated
unsecured line of credit (the "Unsecured Credit Facility") in the amount of $225
million. The Unsecured Credit Facility provides the Operating Partnership with
funds available for new development, acquisitions and general working capital
purposes. The Unsecured Credit Facility has a three-year term, expiring on
September 26, 2003, with annual extension options available with the consent of
the lenders and will initially bear interest at LIBOR+100 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 of an upgrade of the Operating Partnership's
unsecured credit rating. The Unsecured Credit Facility also provides a bid
option sub-facility equal to a maximum of fifty percent of the total facility
($112.5 million). This sub-facility provides the Operating Partnership with the
option to place borrowings in a fixed LIBOR contract up to 180 days. The balance
outstanding under the Unsecured Credit Facility was $136.5 million at September
30, 2000.
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"). The Operating
Partnership issued Medium-Term Notes with an aggregate principal amount of $80
million in connection with the MTN Program as follows: (i) on July 28, 1998, the
Operating Partnership sold $30 million of notes which are due on July 30, 2001
and bear interest at 6.75% per year; (ii) on October 5,
22
<PAGE> 23
1998, the Operating Partnership sold $25 million of notes (6.71%) which matured
and were repaid on October 5, 2000; and (iii) on March 18, 1999, the Operating
Partnership sold $25 million of notes which are due on March 16, 2009 and bear
interest at 7.59% per year.
On April 20, 2000, the Operating Partnership commenced a new program for the
sale of up to $250 million aggregate principal amount of Medium-Term Notes due
nine months or more from the date of issuance. The new program was established
under Summit Properties' and the Operating Partnership's existing shelf
registration statement. On July 19, 2000, the Operating Partnership issued
Medium-Term Notes with an aggregate principal amount of $10 million which are
due on July 19, 2010 and bear interest at 8.50% per year. On October 20, 2000,
the Operating Partnership issued Medium-Term Notes with an aggregate principal
amount of $17 million which are due on October 20, 2003 and bear interest at
7.87% per year.
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 then 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 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. The Operating Partnership made distributions to the holders of the
Series B Preferred Units in the aggregate amount of approximately $5.1 million
during the year ended December 31, 1999 and in the aggregate amount of
approximately $5.7 million during the nine months ended September 30, 2000.
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 then 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, (c) upon the occurrence of
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 Operating Partnership made distributions to the holder of the
Series C Preferred Units in the aggregate amount of approximately $1.5
23
<PAGE> 24
million during the year ended December 31, 1999 and in the aggregate amount of
approximately $3.7 million during the nine months ended September 30, 2000.
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 was authorized to
purchase up to an aggregate of $50 million of currently issued and outstanding
Common Stock of Summit Properties (the "$50 Million Program"). All repurchases
have been made on the open market at prevailing prices or in privately
negotiated transactions. During the three month period ended March 31, 2000,
Summit Properties completed the $50 Million Program by repurchasing 131,900
shares of Common Stock for an aggregate purchase price, including commissions,
of approximately $2.5 million, or an average price of $18.88 per share. In
total, Summit Properties repurchased 2.5 million shares of common stock under
the $50 Million Program for an aggregate purchase price, including commissions,
of approximately $50 million, or an average price of $19.63 per share.
On March 12, 2000, the Board of Directors of Summit Properties authorized a new
common stock repurchase program pursuant to which Summit Properties is
authorized to purchase up to an aggregate of $25 million of currently issued and
outstanding Common Stock of Summit Properties (the "$25 Million Program"). All
repurchases have and will be made on the open market at prevailing prices or in
privately negotiated transactions. This authority may be exercised from time to
time and in such amounts as market conditions warrant. During the nine months
ended September 30, 2000, Summit Properties repurchased 279,400 shares of Common
Stock under the $25 Million Program for an aggregate purchase price, including
commissions, of approximately $5.5 million, or an average price of $19.80 per
share.
Employee Loan Program
The Board of Directors of Summit Properties believes that ownership of Summit
Properties' Common Stock by executive officers and certain other qualified
employees of Summit Properties and its subsidiaries will better align the
interests of such officers and employees with the interests of the stockholders
of Summit Properties. To this end, the Board of Directors approved and Summit
Properties instituted a loan program whereby Summit Properties may lend amounts
to or on behalf of certain of Summit Properties' executive officers and key
employees to (i) finance the purchase of Common Stock on the open market at
then-current market prices; (ii) finance an employee's payment of the exercise
price of one or more stock options to purchase shares of Common Stock granted to
such employee; or (iii) finance the annual tax liability or other expenses of an
executive officer related to the vesting of shares of Common Stock which
constitute a portion of a restricted stock award granted to such executive
officer. Summit Properties has amended the terms of the loan program from time
to time since its inception in 1997. In December 1999, the Board of Directors of
Summit Properties increased the maximum aggregate amounts that may be loaned to
executive officers and other key employees of Summit Properties and its
subsidiaries. The $7.9 million increase in employee notes receivable from
December 31, 1999 to September 30, 2000 represents loans extended to certain
executive officers and key employees of Summit Properties under the loan
program. The relevant officer or employee has executed a Promissory Note and
Security Agreement ("Note") related to each loan extended by Summit Properties
during 2000. Such ten-year Notes bear interest at the applicable federal rate as
established by the Internal Revenue Service, are full recourse to the officers
and employees and are collateralized by the shares of Common Stock which are the
subject of the loans.
Performance Stock Award Plan
In January 1998, Summit Properties agreed to award key employees shares of
restricted stock under Summit Properties' Performance Stock Award Plan. The
number of shares of restricted stock to be granted to the key employees is based
upon Summit Properties' average annual return to shareholders (share
appreciation and distributions) from the date of the award to the third
anniversary of the award. The number of shares to be granted under the
Performance Stock Award Plan ranges from none (in the event Summit Properties
achieves less than an 11% average annual return) to 106,538 (in the event Summit
Properties achieves a 15% or greater average annual return to shareholders). The
starting stock price for the purposes of calculating appreciation
24
<PAGE> 25
was $21.375, the fair market value of Summit Properties' Common Stock at the
date of award ($19.87 for one executive officer of Summit Properties). One half
of any restricted stock granted under the Performance Stock Award Plan will vest
on January 1, 2001, 25% will vest on January 1, 2002 and the remaining 25% will
vest on January 1, 2003.
COMMUNITY DISPOSITIONS AND ACQUISITIONS
On March 28, 2000, the Operating Partnership sold an apartment community located
in Hickory, North Carolina, formerly known as Summit Creekside (118 apartment
homes) for $5.8 million. The disposition of Summit Creekside resulted in the
recognition of a gain on sale of $2.0 million. The net proceeds of $5.8 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 May 24, 2000, the Operating Partnership sold two apartment communities,
formerly known as Summit Eastchester (172 apartment homes) located in High
Point, North Carolina, and Summit Sherwood (190 apartment homes) located in
Winston-Salem, North Carolina, for $16.1 million in the aggregate. The
disposition of these two communities resulted in the recognition of a gain on
sale of $5.7 million in the aggregate. The aggregate net proceeds of $15.9
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 August 1, 2000, the Operating Partnership exercised its option to purchase
its joint venture partner's interest in each of two Communities, Summit Shiloh
(182 apartment homes) and Summit Sweetwater (308 apartment homes), for an
aggregate purchase price of approximately $36 million. The acquisition was
primarily financed with the issuance of 96,455 Common Units in the aggregate
valued at approximately $2.2 million, and the payment of approximately $33.7
million in cash in the aggregate.
On September 21, 2000, the Operating Partnership sold an apartment community
located in Indianapolis, Indiana, formerly known as Summit River Crossing (314
apartment homes) for $24.8 million. The disposition of Summit River Crossing
resulted in the recognition of a gain on sale of $7.3 million. The net proceeds
of $24.3 million were used to reduce the balance outstanding under the Operating
Partnership's unsecured credit facility.
On September 27, 2000, the Operating Partnership sold two apartment communities
located in Cincinnati, Ohio, formerly known as Summit Blue Ash (242 apartment
homes) and Summit Park (317 apartment homes), for $34.5 million in the
aggregate. The disposition of these two communities resulted in the recognition
of a gain on sale of $14.1 million in the aggregate. The aggregate net proceeds
of $34.3 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.
25
<PAGE> 26
DEVELOPMENT ACTIVITY
The Operating Partnership's construction in progress at September 30, 2000 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 Grandview -- Charlotte, NC (1)....... 266 $ 45,500 $ 43,218 $ 2,282 Q4 2000
Summit Russett II -- Laurel, MD (1)......... 112 9,900 9,126 774 Q4 2000
Summit Deerfield -- Cincinnati, OH (1)...... 498 41,500 30,870 10,630 Q3 2001
Summit Crest -- Raleigh, NC................. 438 30,700 14,379 16,321 Q3 2001
Summit Overlook -- Raleigh, NC.............. 320 25,500 9,793 15,707 Q3 2001
Summit Peachtree City -- Atlanta, GA........ 399 31,500 15,038 16,462 Q4 2001
Summit Grand Parc -- Washington, DC......... 105 29,400 11,487 17,913 Q1 2002
Other development and construction costs
(2)....................................... -- -- 43,361 --
----- -------- -------- -------
2,138 $214,000 $177,272 $80,089
===== ======== ======== =======
</TABLE>
---------------
(1) These communities were in lease-up at September 30, 2000.
(2) Consists primarily of land held for development and other pre-development
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. However, 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 twelve 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, or is not available on favorable terms, or other
circumstances arise 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.
FUNDS FROM OPERATIONS
The Operating Partnership considers funds from operations ("FFO") to be an
appropriate measure of performance of an equity REIT. The Operating Partnership
computes FFO in accordance with standards established by the National
Association of Real Estate Investment Trusts ("NAREIT"). FFO, as defined by
NAREIT, represents net income (loss) excluding gains or losses from sales of
property, plus depreciation of real estate assets, and after adjustments for
unconsolidated partnerships and joint ventures, all determined on a
26
<PAGE> 27
consistent basis in accordance with generally accepted accounting principles
("GAAP"). Funds Available for Distribution ("FAD") is defined as FFO less
capital expenditures funded by operations (recurring capital expenditures). The
Operating Partnership's methodology for calculating FFO and FAD may differ from
the methodology for calculating FFO and FAD utilized by other real estate
companies, and accordingly, may not be comparable to other real estate
companies. FFO and FAD do not represent amounts available for management's
discretionary use because of needed capital expenditures or expansion, debt
service obligations, property acquisitions, development, dividends and
distributions or other commitments and uncertainties. FFO and FAD 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 FFO
and FAD 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, 2000 and 1999 are calculated as follows (dollars
in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------- -------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Income available to common unitholders...... $ 29,849 $ 11,323 $ 54,671 $ 35,506
Extraordinary items......................... 111 -- 111 --
Gain on sale of real estate assets.......... (21,346) (2,487) (29,232) (8,793)
Gain on sale of real estate
assets -- Management Company.............. -- -- (238) --
----------- ----------- ----------- -----------
Subtotal............................... 8,614 8,836 25,312 26,713
Depreciation:
Real estate assets........................ 9,563 8,797 27,741 25,602
Real estate joint venture................. 578 184 1,176 550
----------- ----------- ----------- -----------
Funds from Operations....................... 18,755 17,817 54,229 52,865
Recurring capital expenditures (1).......... (1,729) (1,899) (4,006) (5,083)
----------- ----------- ----------- -----------
Funds Available for Distribution............ $ 17,026 $ 15,918 $ 50,223 $ 47,782
=========== =========== =========== ===========
Non-recurring capital expenditures (1)(2)... $ 1,562 $ 1,630 $ 1,957 $ 3,916
=========== =========== =========== ===========
Cash Flow Provided By (Used In):
Operating activities................... $ 19,372 $ 15,781 $ 58,962 $ 43,541
Investing activities................... (55,137) (17,312) (90,031) (12,225)
Financing activities................... 35,613 1,394 29,738 (30,904)
Weighted average units
outstanding -- diluted.................... 30,935,031 31,986,522 30,839,406 32,530,885
=========== =========== =========== ===========
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(1) Recurring capital expenditures are expected to be funded from operations and
consist primarily of interior painting, carpets, 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, therefore, are not
included in the calculation of Funds Available for Distribution.
(2) Non-recurring capital expenditures for the nine months ended September 30,
2000 and 1999 primarily consist of: $1.2 million and $2.3 million for major
renovations in 2000 and 1999, respectively; $53,000 and $526,000 for access
gates and security fences in 2000 and 1999, respectively; and $81,000 and
$1.0 million in other revenue enhancement expenditures in 2000 and 1999,
respectively.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES 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, 1999.
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PART II
ITEM 2. CHANGES IN SECURITIES
During the three months ended September 30, 2000, the Operating Partnership
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 issued an aggregate of 54,392 shares of Common Stock
pursuant to its Employee Stock Purchase Plan. Summit Properties
contributed the proceeds (approximately $826,000) of these sales to
the Operating Partnership in consideration of an aggregate of 54,392
Common Units.
B. Summit Properties issued an aggregate of 2,000 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 during the
relevant period; consequently, 2,000 Common Units have been issued to
Summit Properties.
C. Summit Properties issued an aggregate of 86,401 shares of Common Stock
pursuant to the exercise of stock options. Summit Properties
contributed the proceeds (approximately $1.2 million) of these options
to the Operating Partnership in consideration of an aggregate of
86,401 Common Units.
D. Summit Properties issued an aggregate of 55,534 shares of Common Stock
pursuant to its Dividend Reinvestment and Direct Stock Purchase Plan.
Summit Properties contributed the proceeds (approximately $1.3
million) of these sales to the Operating Partnership in consideration
of an aggregate of 55,534 Common Units.
E. The Operating Partnership issued a total of 96,455 Common Units in
connection with the acquisition by the Operating Partnership of its
joint venture partner's interest in each of two Communities.
In light of the circumstances under which such Common 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 exemption.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
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<S> <C>
4.1 8.50% Medium-Term Note due on July 19, 2010 in the principal
amount of $10,000,000 issued by the Operating Partnership on
July 19, 2000 (incorporated herein by reference to Exhibit
10.2 to Summit Properties' Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 2000).
10.1 Amended and Restated Credit Agreement, dated as of September
26, 2000, by and among the Operating Partnership, Summit
Properties, the banks listed therein, and First Union
National Bank, as Administrative Agent (incorporated herein
by reference to Exhibit 10.1 to Summit Properties' Quarterly
Report on Form 10-Q for the quarterly period ended September
30, 2000).
10.2 Promissory Note and Security Agreement dated August 1, 2000
evidencing a loan in the principal amount of $99,973.12 to
Michael L. Schwarz for the purpose of purchasing shares of
Summit Properties' Common Stock (incorporated herein by
reference to Exhibit 10.3 of Summit Properties' Quarterly
Report on Form 10-Q for the quarterly period ended September
30, 2000).
10.3 Employment Agreement, dated as of March 1, 2000, by and
between Summit Properties Inc. and Robert R. Kilroy
(incorporated herein by reference to Exhibit 10.4 of Summit
Properties' Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2000).
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<TABLE>
<S> <C>
10.4 Executive Severance Agreement, dated as of March 1, 2000, by
and between Summit Properties Inc. and Robert R. Kilroy
(incorporated herein by reference to Exhibit 10.5 of Summit
Properties' Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2000).
10.5 Noncompetition Agreement, dated as of March 1, 2000, by and
among Summit Properties Inc., Summit Management Company and
Robert R. Kilroy (incorporated herein by reference to
Exhibit 10.6 of Summit Properties' Quarterly Report on Form
10-Q for the quarterly period ended September 30, 2000).
10.6 Indemnification Agreement, dated as of March 1, 2000, by and
among Summit Properties Inc., the Operating Partnership and
Robert R. Kilroy (the form of indemnification agreement with
Mr. Kilroy is incorporated herein by reference to Exhibit
10.3 to Summit Properties' Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 1999, File No. 1-12792).
10.7 Promissory Notes and Security Agreements, dated various
dates from May 17, 2000 through August 1, 2000, evidencing
loans in the aggregate amount of $949,819.62 to Robert R.
Kilroy for the purpose of purchasing shares of Common Stock
of Summit Properties (incorporated herein by reference to
Exhibit 10.8 of Summit Properties' Quarterly Report on Form
10-Q for the quarterly period ended September 30, 2000).
*12.1 Statement Regarding Calculation of Ratio of Earnings to
Fixed Charges for the Nine Months ended September 30, 2000.
*27.1 Financial Data Schedule--Nine Months ended September 30,
2000 (for SEC use only).
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* Filed herewith
(b) Reports on Form 8-K
None
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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.
By: Summit Properties Inc., as General
Partner
November 10, 2000 /s/ William F. Paulsen
---------------------------------- --------------------------------------
(Date) William F. Paulsen,
Chief Executive Officer
November 10, 2000 /s/ Michael L. Schwarz
---------------------------------- --------------------------------------
(Date) Michael L. Schwarz,
Executive Vice President and
Chief Financial Officer
31
