<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 June 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.)
212 S. TRYON STREET 28281
SUITE 500 (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 June 30, 2000 and December
31, 1999 (Unaudited)...................................... 3
Consolidated Statements of Earnings for the three and six
months ended June 30, 2000 and 1999 (Unaudited)........... 4
Consolidated Statement of Partners' Equity for the six
months ended June 30, 2000 (Unaudited).................... 5
Consolidated Statements of Cash Flows for the six months
ended June 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................................. 13
Item 3 Quantitative and Qualitative Disclosures about Market
Risk...................................................... 25
PART II OTHER INFORMATION
Item 2 Changes in Securities....................................... 26
Item 4 Submission of Matters to a Vote of Security Holders......... 26
Item 6 Exhibits and Reports on Form 8-K............................ 26
Signatures.................................................. 28
</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>
JUNE 30, DECEMBER 31,
2000 1999
---------- ------------
<S> <C> <C>
ASSETS
Real estate assets:
Land and land improvements................................ $ 182,471 $ 174,615
Buildings and improvements................................ 939,410 893,179
Furniture, fixtures and equipment......................... 72,585 68,437
---------- ----------
1,194,466 1,136,231
Less: accumulated depreciation............................ (144,570) (129,620)
---------- ----------
Operating real estate assets...................... 1,049,896 1,006,611
Construction in progress.................................. 151,130 148,587
---------- ----------
Net real estate assets............................ 1,201,026 1,155,198
Cash and cash equivalents................................... 2,951 4,130
Restricted cash............................................. 17,705 40,080
Investments in Summit Management Company and real estate
joint ventures............................................ 1,145 583
Deferred financing costs, net............................... 6,708 6,657
Mortgages receivable........................................ 8,652 --
Other assets................................................ 7,962 11,132
---------- ----------
Total assets...................................... $1,246,149 $1,217,780
========== ==========
LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Notes payable............................................. $ 691,375 $ 649,632
Accounts payable and accrued expenses..................... 27,653 25,626
Distributions payable..................................... 13,338 12,984
Accrued interest payable.................................. 7,088 7,018
Security deposits and prepaid rents....................... 3,900 3,850
---------- ----------
Total liabilities................................. 743,354 699,110
---------- ----------
Partners' common and preferred equity:
Series B preferred units- 3,400,000 issued and
outstanding............................................ 82,717 82,718
Series C preferred units- 2,200,000 issued and
outstanding............................................ 53,552 53,552
Partnership common units issued and outstanding 30,522,940
and 30,811,188
General partner -- outstanding 305,229 and 308,112..... 4,396 4,554
Limited partners -- outstanding 30,217,711 and
30,503,076............................................ 362,130 377,846
---------- ----------
Total partners' equity............................ 502,795 518,670
---------- ----------
Total liabilities and partners' common and
preferred equity................................ $1,246,149 $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 SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------- -------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues:
Rental.............................................. $ 42,362 $ 41,001 $ 83,604 $ 80,814
Other property income............................... 3,236 2,683 6,113 4,926
Interest............................................ 664 799 1,738 1,833
Other income........................................ 166 74 314 133
----------- ----------- ----------- -----------
Total revenues............................... 46,428 44,557 91,769 87,706
----------- ----------- ----------- -----------
Expenses:
Property operating and maintenance:
Personnel......................................... 3,263 3,359 6,119 6,433
Advertising and promotion......................... 641 644 1,248 1,250
Utilities......................................... 2,025 2,061 4,136 4,127
Building repairs and maintenance.................. 2,161 2,157 4,112 4,122
Real estate taxes and insurance................... 4,562 4,553 9,303 9,031
Depreciation...................................... 9,384 8,604 18,284 16,857
Property supervision.............................. 1,156 1,057 2,458 2,045
Other operating expenses.......................... 686 690 1,361 1,509
----------- ----------- ----------- -----------
23,878 23,125 47,021 45,374
Interest............................................ 9,491 9,721 18,455 19,975
Amortization........................................ 227 252 475 495
General and administrative.......................... 1,022 962 1,962 2,042
Loss on equity investments:
Summit Management Company......................... 240 292 562 609
Real estate joint ventures........................ 195 5 149 13
----------- ----------- ----------- -----------
Total expenses............................... 35,053 34,357 68,624 68,508
----------- ----------- ----------- -----------
Income before gain on sale of real estate assets.... 11,375 10,200 23,145 19,198
Gain on sale of real estate assets.................. 5,446 6,307 7,886 6,307
----------- ----------- ----------- -----------
Net income............................................ 16,821 16,507 31,031 25,505
Distributions to Series B preferred unitholders....... (1,902) (1,317) (3,804) (1,317)
Distributions to Series C preferred unitholders....... (1,203) -- (2,406) --
----------- ----------- ----------- -----------
Income available to common unitholders................ 13,716 15,190 24,821 24,188
Income available to common unitholders allocated to
general partner..................................... (137) (152) (248) (242)
----------- ----------- ----------- -----------
Income available to common unitholders allocated to
limited partners.................................... $ 13,579 $ 15,038 $ 24,573 $ 23,946
=========== =========== =========== ===========
Per unit data:
Net income -- basic and diluted..................... $ 0.55 $ 0.50 $ 1.01 $ 0.78
=========== =========== =========== ===========
Distributions to Series B preferred
unitholders -- basic and diluted.................. $ (0.06) $ (0.04) $ (0.12) $ (0.04)
=========== =========== =========== ===========
Distributions to Series C preferred
unitholders -- basic and diluted.................. $ (0.04) $ -- $ (0.08) $ --
=========== =========== =========== ===========
Income available to common unitholders -- basic and
diluted........................................... $ 0.45 $ 0.46 $ 0.81 $ 0.74
=========== =========== =========== ===========
Distributions declared.............................. $ 0.44 $ 0.42 $ 0.88 $ 0.84
=========== =========== =========== ===========
Weighted average units -- basic..................... 30,531,837 32,820,366 30,668,869 32,792,151
=========== =========== =========== ===========
Weighted average units -- diluted................... 30,696,803 32,856,145 30,787,712 32,813,134
=========== =========== =========== ===========
</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.......... (267) (26,434) (26,7012)
Contributions from Summit Properties related
to:
Proceeds from dividend reinvestment and
stock purchase plans.................... 19 1,924 1,943
Exercise of stock options................. 3 301 304
Repurchase of common stock................ (69) (6,878) (6,947)
Repurchase of common units................ (18) (1,743) (1,761)
Amortization of restricted stock grants... 5 476 481
Net down stock grants..................... (1) (106) (107)
Issuance of employee notes receivable........ (84) (8,354) (8,438)
Repayments of employee notes receivable...... 5 526 531
Net proceeds from preferred units............ (1) -- -- (1)
Distributions to preferred unitholders....... (62) (6,148) (6,210)
Net income................................... 310 30,721 31,031
------- ------- ------ -------- ---------
Balance, June 30, 2000......................... $82,717 $53,552 $4,396 $362,130 $ 502,795
======= ======= ====== ======== =========
</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>
SIX MONTHS ENDED
JUNE 30,
-------------------
2000 1999
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income................................................ $ 31,031 $ 25,505
Adjustments to reconcile net income to net cash provided
by operating activities:
Loss on equity method investments...................... 711 622
Gain on sale of real estate assets..................... (7,886) (6,307)
Depreciation and amortization.......................... 19,198 17,245
Increase in restricted cash............................ (1,872) (3,220)
Decrease in other assets............................... (861) (404)
Increase in accrued interest payable................... 70 70
Decrease in accounts payable and accrued expenses...... (871) (5,896)
Decrease in security deposits and prepaid rents........ 70 145
-------- --------
Net cash provided by operating activities......... 39,590 27,760
-------- --------
Cash flows from investing activities:
Construction of real estate assets and land acquisitions,
net of payables........................................ (67,363) (65,063)
Proceeds from sale of communities......................... 46,349 79,103
Capitalized interest...................................... (4,643) (3,476)
Recurring capital expenditures............................ (2,515) (3,191)
Non-recurring capital expenditures........................ (1,338) (2,286)
Increase in mortgages receivable.......................... (5,384) --
-------- --------
Net cash (used in) provided by investing
activities....................................... (34,894) 5,087
-------- --------
Cash flows from financing activities:
Net repayments on line of credit.......................... (9) (98,508)
Net (repayments) borrowings on unsecured bonds............ (166) 24,748
Proceeds from issuance of mortgage debt................... 47,924
Repayments of mortgage debt............................... (5,893) (2,539)
Repayments of tax exempt bonds............................ (745) (540)
Distributions to common unitholders....................... (26,408) (26,656)
Distributions to Series B preferred unitholders........... (3,804) (1,317)
Distributions to Series C preferred unitholders........... (2,406) --
Increase in employee notes receivable..................... (8,438) (2,295)
Repayments of employee notes receivable................... 531 202
Net proceeds from Series B preferred units................ -- 82,870
Contributions from Summit Properties related to:
Proceeds from dividend reinvestment and stock purchase
plans................................................. 1,943 11,633
Exercise of stock options.............................. 304 79
Repurchase of Summit Properties common stock........... (6,947) (10,501)
Repurchase of common units in Operating Partnership.... (1,761) --
Decrease in advance proceeds of direct stock purchase
plan.................................................. -- (9,474)
-------- --------
Net cash (used in) financing activities........... (5,875) (32,298)
-------- --------
Net (decrease) increase in cash and cash equivalents........ (1,179) 549
Cash and cash equivalents, beginning of period.............. 4,130 2,837
-------- --------
Cash and cash equivalents, end of period.................... $ 2,951 $ 3,386
======== ========
Supplemental disclosure of cash flow information -- Cash
paid for interest, net of capitalized interest............ $ 18,385 $ 19,905
======== ========
</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 six months ended June 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.
The Operating Partnership owns a 49% interest in each of three joint ventures
("Joint Venture Projects"), each of which is developing an apartment community.
The Operating Partnership's joint venture partner is the same for all three
Joint Venture Projects. One of the Joint Venture Projects is under construction
and two are complete and became stabilized during the second quarter 2000. The
Joint Venture Projects are accounted for
7
<PAGE> 8
SUMMIT PROPERTIES PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
--------------------------------------------------------------------------------
under the equity method of accounting and, therefore, the operating results of
the two Joint Venture Projects which became stabilized are presented in "Loss on
equity investments: Real estate joint ventures" in the Operating Partnership's
consolidated statements of earnings. The construction costs have been funded
through separate loans to each joint venture from unrelated third parties equal
to 100% of the construction costs. During the construction period, in lieu of
equity contributions to each of the respective joint ventures, the Operating
Partnership has under certain circumstances, subsequent to demand by the third
party lenders, agreed to make contributions which would reduce the respective
construction loans by an amount not to exceed 25% of the total construction loan
amount. Any such contribution would be deemed to be all or a portion of the
equity required to be contributed by the Operating Partnership to the respective
joint venture at the end of the construction and lease-up period. The Operating
Partnership has the right to purchase its joint venture partner's interest in
each of the joint ventures for a period of six months after the applicable
project becomes stabilized. If the Operating Partnership does not exercise its
option with respect to a Joint Venture Project, it will be required to make a
capital contribution of 25% of that project's total construction loan amount, as
such capital contribution may have been previously reduced as described above.
On August 1, 2000, the Operating Partnership exercised its option to purchase
its joint venture partner's interest in each of the two stabilized Joint Venture
Projects, Summit Shiloh (182 apartment homes) and Summit Sweetwater (308
apartment homes), for an aggregate purchase price of $36 million. The
acquisition was primarily financed with the issuance of 96,455 common units of
limited partnership interest ("Common Units") in the Operating Partnership, and
the payment of $33.7 million in cash.
The following is a condensed balance sheet and income statement for Station Hill
as of and for the six months ended June 30, 2000 (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. The balance sheet and income statement information for the
Construction Projects is not material.
<TABLE>
<CAPTION>
BALANCE SHEET
------------------
JUNE 30,
------------------
2000 1999
-------- -------
<S> <C> <C>
Net real estate assets...................................... $88,049 $90,320
Cash and cash equivalents................................... 2,051 1,906
Other assets................................................ 445 462
------- -------
Total assets...................................... $90,545 $92,688
======= =======
Mortgages payable........................................... $69,066 $69,842
Other liabilities........................................... 1,247 1,281
Partners' capital........................................... 20,232 21,565
Total liabilities and partners' capital........... $90,545 $92,688
======= =======
</TABLE>
<TABLE>
<CAPTION>
INCOME STATEMENT
-----------------
SIX MONTHS ENDED
JUNE 30,
-----------------
2000 1999
-------- ------
<S> <C> <C>
Revenues.................................................... $6,110 $5,863
Expenses:
Property operating........................................ 2,174 2,064
Interest.................................................. 2,340 2,345
Depreciation and amortization............................. 1,480 1,488
------ ------
Total expenses.................................... 5,994 5,897
------ ------
Net income (loss)................................. $ 116 $ (34)
====== ======
</TABLE>
8
<PAGE> 9
SUMMIT PROPERTIES PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
--------------------------------------------------------------------------------
3. COMMUNITY DISPOSITIONS
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.
4. MORTGAGES RECEIVABLE
Mortgages receivable consist of three promissory notes with interest rates
ranging from 7.5% to 9.15% and various maturity dates ranging through December
2005.
5. NOTES PAYABLE
On May 29, 1998, the Operating Partnership established a program for the sale of
up to $95 million aggregate principal amount of Medium-Term Notes due nine
months or more from the date of issuance (the "MTN Program"). 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, 1998, the Operating
Partnership sold $25 million of notes which are due on October 5, 2000 and bear
interest at 6.71% per year; 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.
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
9
<PAGE> 10
SUMMIT PROPERTIES PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
--------------------------------------------------------------------------------
(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 June 30, 2000 was 6.92%.
7. RESTRICTED STOCK
During the six months ended June 30, 2000 and 1999, Summit Properties granted
72,805 and 21,581 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 six months in 2000 and 1999 totaled approximately $1.3
million and $364,000, respectively, which has been recorded as unamortized
restricted stock compensation. 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 key employees certain amounts
of its common stock, par value $.01 per share ("Common Stock") under Summit
Properties' Performance Stock Award Plan. The amount of Common Stock to be
granted to the key employees is based upon Summit Properties' average annual
return (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 a 11% average annual return) to 47,350 (in the event Summit
Properties achieves a 15% or greater annual return). The starting Common Stock
price for the purposes of calculating appreciation was $21.375, fair market
value at date of award ($19.87 for one executive officer of Summit Properties).
Summit Properties' stock price subsequent to June 30, 2000 is above the minimum
price for calculating the number of grants. The Operating Partnership has
recorded $143,000 in accrued compensation expense related to this Performance
Stock Award Plan as of June 30, 2000.
8. SUPPLEMENTAL CASH FLOW INFORMATION
Non-cash investing and financing activities for the six months ended June 30,
2000 and 1999 are as follows:
A. The Operating Partnership accrued distributions payable in the amounts
of $13.3 million and $13.6 million at June 30, 2000 and 1999,
respectively.
B. Summit Properties issued 72,805 and 21,581 shares of restricted stock
valued at approximately $1.3 million and $364,000 during the six
months ended June 30, 2000 and 1999, respectively, to employees of
Summit Properties and its subsidiaries.
C. The Operating Partnership exchanged 35,045 Common Units of limited
partnership interest for shares of Summit Properties' Common Stock
during the six months ended June 30, 2000. The value of the shares of
Common Stock was approximately $676,000.
D. The Operating Partnership sold three communities and two communities
during the six months ended June 30, 2000 and 1999, respectively,
receiving aggregate net proceeds of $21.7 million and $5.9 million,
respectively. The net proceeds 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 the two communities sold in
1999 assumed the related outstanding debt balances associated with
such communities of $14.8 million in the aggregate.
9. COMMITMENTS
The estimated cost to complete nine development projects currently under
construction was approximately $113.4 million at June 30, 2000. Anticipated
construction completion dates of the projects range from the third quarter of
2000 to the first quarter of 2002.
10
<PAGE> 11
SUMMIT PROPERTIES PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
--------------------------------------------------------------------------------
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 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 (164,966
and 118,843 Common Units added to weighted average Common Units outstanding for
the three and six months ended June 30, 2000, respectively, and 35,779 and
20,983 Common Units added to weighted average Common Units outstanding for the
three and six months ended June 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 outstanding under the Company'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 $3.8
million during the six months ended June 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 outstanding under the Company'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
11
<PAGE> 12
SUMMIT PROPERTIES PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
--------------------------------------------------------------------------------
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 the year ended December 31, 1999 and in the aggregate amount of
approximately $2.4 million during the six months ended June 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. Summit
Properties repurchased a total of 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 six months
ended June 30, 2000, Summit Properties repurchased 229,400 shares of Common
Stock under the $25 Million Program for an aggregate purchase price, including
commissions, of approximately $4.5 million, or an average price of $19.43 per
share.
12
<PAGE> 13
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, 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 23 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. 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", "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 Operating Partnership has
acquired is deemed "fully stabilized" when owned by the Operating Partnership
for one year or more as of the beginning of the 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 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.
13
<PAGE> 14
Results of Operations for the Three and Six Months Ended June 30, 2000 and 1999
For the three and six months ended June 30, 2000, income before gain on sale of
real estate assets increased $1.2 million and $3.9 million, respectively, to
$11.4 million and $23.1 million, respectively, from the three and six months
ended June 30, 1999 primarily due to increased property operating income
generated by the Operating Partnership's portfolio of Communities, as well as
decreased interest costs attributable to decreased average indebtedness
outstanding.
OPERATING PERFORMANCE OF THE OPERATING PARTNERSHIP'S PORTFOLIO OF COMMUNITIES
The operating performance of the Communities for the three and six months ended
June 30, 2000 and 1999 is summarized below (dollars in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------------------- ----------------------------
2000 1999 % CHANGE 2000 1999 % CHANGE
------- ------- -------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Property revenues:
Fully stabilized
communities................ $28,040 $27,036 3.7% $55,496 $53,735 3.3%
Stabilized development
communities................ 13,767 11,393 20.8% 27,098 21,359 26.9%
Communities in lease-up....... 3,430 1,516 126.3% 5,923 3,018 96.3%
Communities sold.............. 360 3,739 -90.4% 1,200 7,627 -84.3%
------- ------- ------- -------
Total property
revenues............ 45,597 43,684 4.4% 89,717 85,739 4.6%
------- ------- ------- -------
Property operating and
maintenance expense:
Fully stabilized
communities................ 9,211 8,944 3.0% 18,039 17,775 1.5%
Stabilized development
communities................ 3,903 3,510 11.2% 8,033 6,591 21.9%
Communities in lease-up....... 1,236 592 108.8% 2,262 1,176 92.3%
Communities sold.............. 143 1,476 -90.3% 403 2,974 -86.4%
------- ------- ------- -------
Total property
operating and
maintenance
expense............. 14,493 14,522 -0.2% 28,737 28,516 0.8%
------- ------- ------- -------
Property operating income....... $31,104 $29,162 6.7% $60,980 $57,223 6.6%
======= ======= ======= =======
Apartment homes, end of
period........................ 18,365 17,829 3.0% 18,365 17,829 3.0%
======= ======= ======= =======
</TABLE>
A summary of the Operating Partnership's apartment homes (excluding joint
ventures) for the six months ended June 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.................................................... 1,172 280
Sale of apartment homes..................................... (480) (452)
------ ------
Apartment homes at June 30.................................. 18,365 17,829
====== ======
</TABLE>
14
<PAGE> 15
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 six months ended June 30, 2000 and 1999, is summarized
below (dollars in thousands except average monthly rental revenue):
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------------------- ----------------------------
2000 1999 % CHANGE 2000 1999 % CHANGE
------- ------- -------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Property revenues:
Rental revenues............... $26,127 $25,370 3.0% $51,746 $50,656 2.2%
Other property revenues....... 1,913 1,666 14.8% 3,750 3,079 21.8%
------- ------- ------- -------
Total property
revenues............ 28,040 27,036 3.7% 55,496 53,735 3.3%
------- ------- ------- -------
Property operating and
maintenance expenses:
Personnel..................... 1,978 2,007 -1.4% 3,609 3,888 -7.2%
Advertising and promotion..... 364 357 2.0% 717 698 2.7%
Utilities..................... 1,230 1,182 4.1% 2,471 2,368 4.3%
Building repairs and
maintenance................ 1,476 1,407 4.9% 2,764 2,750 0.5%
Real estate taxes and
insurance.................. 3,018 2,892 4.4% 6,060 5,783 4.8%
Property supervision.......... 710 671 5.8% 1,542 1,333 15.7%
Other operating expense....... 435 428 1.6% 876 955 -8.3%
------- ------- ------- -------
Total property
operating and
maintenance
expense............. 9,211 8,944 3.0% 18,039 17,775 1.5%
------- ------- ------- -------
Property operating income....... $18,829 $18,092 4.1% $37,457 $35,960 4.2%
======= ======= ======= =======
Average physical occupancy...... 94.8% 93.7% 1.2% 94.1% 93.7% 0.4%
======= ======= ======= =======
Average monthly rental
revenue....................... $ 869 $ 856 1.5% $ 868 $ 854 1.6%
======= ======= ======= =======
Number of apartment homes....... 10,832 10,832 10,832 10,832
======= ======= ======= =======
</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, Charlotte, North
Carolina and Tampa, 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 six
month period ended June 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 six months ended June 30, 2000, the
increase in property supervision costs was offset by cost savings related
primarily to personnel and other operating expenses. As a percentage of total
property revenue, total property operating and maintenance expenses decreased
for the six-month period from 33.1% in 1999 to 32.5% in 2000.
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 six
months ended June 30, 2000 but were stabilized subsequent to January 1, 1998.
The operating performance of these
15
<PAGE> 16
fourteen Communities for the three and six months ended June 30, 2000 and 1999
is summarized below (dollars in thousands except average monthly rental
revenue):
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------- -----------------
2000 1999 2000 1999
-------- -------- ------- -------
<S> <C> <C> <C> <C>
Property revenues:
Rental revenues................................. $12,770 $10,693 $25,246 $20,160
Other property revenue.......................... 997 700 1,852 1,199
------- ------- ------- -------
Total property revenues................. 13,767 11,393 27,098 21,359
Property operating and maintenance expense........ 3,903 3,510 8,033 6,591
------- ------- ------- -------
Property operating income......................... $ 9,864 $ 7,883 $19,065 $14,768
======= ======= ======= =======
Average physical occupancy........................ 94.4% 81.7% 93.6% 78.6%
======= ======= ======= =======
Average monthly rental revenue.................... $ 908 $ 848 $ 922 $ 825
======= ======= ======= =======
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 six months ended June 30,
2000 on an annualized basis over total development cost, was 10.8% and 10.4%,
respectively.
OPERATING PERFORMANCE OF THE OPERATING PARTNERSHIP'S COMMUNITIES IN LEASE-UP
The Operating Partnership had eight Communities in lease-up during the six
months ended June 30, 2000. Six of the eight 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 six development Communities in lease-up as
of June 30, 2000 is as follows (dollars in thousands):
<TABLE>
<CAPTION>
TOTAL ACTUAL/ % LEASED
NUMBER OF ACTUAL/ ANTICIPATED ACTUAL/ Q2 2000 AS OF
APARTMENT ESTIMATED CONSTRUCTION ANTICIPATED AVERAGE JUNE 30,
COMMUNITY HOMES COSTS COMPLETION STABILIZATION OCCUPANCY 2000
--------- --------- --------- ------------ ------------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
Summit New Albany II -- Columbus, OH............. 127 $ 9,800 Q1 2000 Q3 2000 83.3% 89.8%
Summit Largo -- Largo, MD........................ 219 18,000 Q1 2000 Q3 2000 98.0% 95.9%
Summit Hunter's Creek -- Orlando, FL............. 270 19,200 Q1 2000 Q4 2000 51.0% 74.8%
Summit Deer Creek -- Atlanta, GA................. 292 22,200 Q2 2000 Q1 2000 56.3% 84.9%
Summit Ashburn Farm -- Loudon County, VA(1)...... 162 14,600 Q3 2000 Q1 2001 42.4% 90.7%
Reunion Park by Summit -- Raleigh, NC(1)......... 248 14,300 Q1 2001 Q3 2001 8.2% 41.9%
Summit Grandview -- Charlotte, NC(1)............. 266 45,500 Q4 2000 Q4 2001 0.0% 25.9%
Summit Deerfield -- Cincinnati, OH(1)............ 498 41,500 Q3 2001 Q2 2002 1.2% 5.6%
----- --------
2,082 $185,100
===== ========
</TABLE>
---------------
(1) The related assets of such Communities are included in the Construction in
Progress category at June 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 Operating Partnership which 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 projects. 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
16
<PAGE> 17
second quarter of 2000 and the renovation work at Summit Lenox is expected to be
completed by the end of the third quarter of 2000.
All Communities listed above were in lease-up during the three and six months
ended June 30, 2000. Only Summit Lenox and Summit Fairview had operating
activity during the three and six months ended June 30, 1999. The operating
performance of these two Communities for the three and six months ended June 30,
2000 and 1999 is summarized below (dollars in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------- -----------------
2000 1999 2000 1999
------ ------ ------ ------
<S> <C> <C> <C> <C>
Property revenues:
Rental revenues............................. $3,127 $1,447 $5,471 $2,878
Other property revenue...................... 303 69 452 140
------ ------ ------ ------
Total property revenues............. 3,430 1,516 5,923 3,018
------ ------ ------ ------
Property operating and maintenance expense.... 1,236 592 2,262 1,176
------ ------ ------ ------
Property operating income..................... $2,194 $ 924 $3,661 $1,842
====== ====== ====== ======
Number of apartment homes..................... 2,648 566 2,648 566
====== ====== ====== ======
</TABLE>
OPERATING PERFORMANCE OF THE OPERATING PARTNERSHIP'S DISPOSITION COMMUNITIES
Disposition communities consist of the former Summit Creekside, Summit
Eastchester and Summit Sherwood communities in 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 SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------ -----------------
2000 1999 2000 1999
----- ------- ------ ------
<S> <C> <C> <C> <C>
Property revenues:
Rental revenues............................... $338 $3,492 $1,142 $7,120
Other property revenue........................ 22 247 58 507
---- ------ ------ ------
Total property revenues............... 360 3,739 1,200 7,627
---- ------ ------ ------
Property operating and maintenance expense...... 143 1,476 403 2,974
---- ------ ------ ------
Property operating income....................... $217 $2,263 $ 797 $4,653
==== ====== ====== ======
Number of apartment homes....................... 480 1,998 480 1,998
==== ====== ====== ======
</TABLE>
17
<PAGE> 18
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 six months ended June 30, 2000 and 1999 is summarized below (in
thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------- -----------------
2000 1999 2000 1999
------- ------- ------ ------
<S> <C> <C> <C> <C>
Revenue:
Operating revenue.......................... $2,464 $2,330 $5,090 $4,161
Gain on sale of land....................... -- -- 238 --
------ ------ ------ ------
Total revenue...................... 2,464 2,330 5,328 4,161
------ ------ ------ ------
Expenses:
Operating.................................. 2,467 2,401 5,039 4,327
Depreciation............................... 86 70 172 143
Amortization............................... 76 76 151 150
Interest................................... 75 75 528 150
------ ------ ------ ------
Total expenses..................... 2,704 2,622 5,890 4,770
------ ------ ------ ------
Net loss of Summit Management Company........ $ (240) $ (292) $ (562) $ (609)
====== ====== ====== ======
</TABLE>
The increase in operating revenue for the three and six month periods was
primarily the result of an increase in the management fee charged to the
Operating Partnership's Communities from 2.5% to 2.75% and higher revenues from
construction activity. 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 was a result of increased construction activities and increased
personnel at the Management Company in order to better support the Operating
Partnership's growth objectives, including improving the operating performance
of its stabilized Communities. The increase in interest expense for the
six-month period resulted from an inter-company loan which was repaid during the
first quarter of 2000.
Property management revenues included $272,000 and $328,000 of property
management fees from third parties for the three months ended June 30, 2000 and
1999, respectively, and $550,000 and $653,000 for the six months ended June 30,
2000 and 1999, respectively. Property management fees from third parties as a
percentage of total property management revenues were 16.8% and 20.6% for the
three months ended June 30, 2000 and 1999, respectively, and 16.4% and 21.4% for
the six months ended June 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, including amortization of deferred financing costs, decreased
by approximately $255,000 and $1.5 million for the three and six months ended
June 30, 2000 compared with the same periods in 1999. This decrease was
primarily the result of a decrease in the Operating Partnership's average
indebtedness outstanding. Average indebtedness outstanding decreased $16.3
million for the three months ended June 30, 2000 as compared to the same period
in 1999. Average indebtedness outstanding decreased $53.3 million for the six
months ended June 30, 2000 compared to the same period in 1999. These declines
were partially offset by an increase in the effective interest rate from 6.61%
to 6.89% for the three months ended June 30, 2000 as compared to the same period
in 1999 and from 6.53% to 6.94% for the six months ended June 30, 2000 as
compared to the same period in 1999.
Depreciation expense increased $780,000 and $1.4 million, or 9.1% and 8.5%, for
the three and six months ended June 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.
18
<PAGE> 19
General and administrative expenses increased $60,000, or 6.2%, for the three
months ended June 30, 2000 and decreased $80,000, or 3.9%, for the six months
ended June 30, 2000, in each case as compared to the same periods in 1999. As a
percentage of total revenues, general and administrative expenses were 2.2% for
the three months ended June 30, 2000 and 1999, respectively, and 2.1% and 2.3%
for the six months ended June 30, 2000 and 1999, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity
The Operating Partnership's net cash provided by operating activities increased
from $27.8 million for the six months ended June 30, 1999 to $39.6 million for
the same period in 2000, primarily due to a $5.0 million decrease in the net
cash used in accounts payable and accrued expenses for operating activities
($871,000 decrease for the six months ended June 30, 2000 as compared to a $5.9
million decrease for the six months ended June 30, 1999), a $1.3 million
decrease in net restricted cash used in operating activities ($1.9 million
increase for the six months ended June 30, 2000 as compared to a $3.2 increase
for the six months ended June 30, 1999) and a $1.5 million decrease in interest
paid. 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 all
restricted cash accounts during the six months ended June 30, 2000. The decrease
in cash paid for interest is due to the decrease in average indebtedness
outstanding.
Net cash provided by investing activities was $34.9 million for the six months
ended June 30, 2000 while net cash used in investing activities was $5.1 million
for the same period in 1999. The change was due to the decrease in proceeds from
the sale of Communities. Property sale proceeds 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 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 used in financing activities decreased from $32.3 million for the six
months ended June 30, 1999 to $5.9 million for the same period in 2000,
primarily due to a decrease in net repayments on the Unsecured Credit Facility
(as defined below) of $98.5 million ($9,000 for the six months ended June 30,
2000 as compared to $98.5 million for the same period in 1999), a decrease in
net borrowings on unsecured bonds of $24.9 million due to the absence of MTN
issuances during the six months ended June 30, 2000, a decrease in net proceeds
from preferred units in Operating Partnership of $82.9 million due to the
absence of issuances of preferred units in the six months ended June 30, 2000,
an increase in proceeds from mortgage debt due to $48.3 million of mortgage debt
obtained during the six months ended June 30, 2000 and an increase in
distributions to preferred unitholders during the six months ended June 30, 2000
as compared to the same period in 1999.
The ratio of earnings to fixed charges was 1.67 for the six months ended June
30, 2000 as compared to 1.86 for the six months ended June 30, 1999.
The Operating Partnership's outstanding indebtedness at June 30, 2000 totaled
$691.4 million. This amount includes approximately $305.7 million of fixed rate
conventional mortgages, $37.7 million of variable rate tax-exempt bonds, $266.0
million of unsecured notes, $4.0 million of tax-exempt fixed rate mortgages, and
$78.0 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
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<PAGE> 20
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
The Operating Partnership has a syndicated unsecured line of credit (the
"Unsecured Credit Facility") in the amount of $200 million. The Unsecured Credit
Facility provides funds for new development, acquisitions and general working
capital purposes. The Unsecured Credit Facility has a three-year term, expiring
on March 27, 2001, with two one-year extension options available with the
consent of the lenders and will initially bear interest at LIBOR+90 basis points
based upon the Operating Partnership's current credit rating of BBB- by Standard
& Poor's Rating Services and Baa3 by Moody's Investors Service. The interest
rate will be reduced in the event an upgrade of the Operating Partnership's
unsecured credit rating is obtained. The Unsecured Credit Facility also provides
a bid option sub-facility equal to a maximum of fifty percent of the total
facility ($100 million). This sub-facility provides the Operating Partnership
with the option to place borrowings in a fixed LIBOR contract up to 180 days.
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, 1998, the Operating
Partnership sold $25 million of notes which are due on October 5, 2000 and bear
interest at 6.71% per year; 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.
Private Placement of Preferred Units
On April 29, 1999, the Operating Partnership completed a private placement of
3.4 million of its 8.95% Series B Cumulative Redeemable Perpetual Preferred
Units (the "Series B Preferred Units") to two institutional investors at a price
of $25.00 per unit. The net proceeds of approximately $83 million were used to
repay amounts outstanding under the Company'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
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<PAGE> 21
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 $3.8 million during the six months
ended June 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 outstanding under the Company'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 the year
ended December 31, 1999 and in the aggregate amount of approximately $2.4
million during the six months ended June 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. Summit
Properties repurchased a total of 2.5 million shares 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 six months
ended June 30, 2000, Summit Properties repurchased 229,400 shares of Common
Stock under the $25 Million Program for an aggregate purchase price, including
commissions, of approximately $4.5 million, or an average price of $19.43 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 align the interests of
such officers and employees with the interests of the stockholders of Summit
Properties. To this end, the Board of Directors of Summit Properties approved
and Summit Properties instituted a loan
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<PAGE> 22
program whereby Summit Properties may lend amounts to or on behalf of certain of
its 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 $7.3 million increase
in employee notes receivable from December 31, 1999 to June 30, 2000 represents
loans extended to certain executive officers and key employees of Summit
Properties and its subsidiaries 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 certain amounts
of Common Stock under Summit Properties' Performance Stock Award Plan. The
amount of Common Stock to be granted to the key employees is based upon Summit
Properties' average annual return (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 a 11% average annual return) to
47,350 (in the event Summit Properties achieves a 15% or greater annual return).
The starting Common Stock price for the purposes of calculating appreciation was
$21.375, fair market value at date of award ($19.87 for one executive officer of
Summit Properties). Summit Properties' stock price subsequent to June 30, 2000
is above the minimum price for calculating the number of grants. The Operating
Partnership has recorded $143,000 in accrued compensation expense related to
this Performance Stock Award Plan as of June 30, 2000.
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.
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<PAGE> 23
DEVELOPMENT ACTIVITY
The Operating Partnership's construction in progress at June 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 Ashburn Farm -- Loudon County, VA(1)... 162 $ 14,600 $ 13,143 $ 1,457 Q3 2000
Summit Grandview -- Charlotte, NC(1).......... 266 45,500 37,176 8,324 Q4 2000
Summit Russett II -- Laurel, MD............... 112 9,900 6,584 3,316 Q4 2000
Reunion Park by Summit -- Raleigh, NC(1)...... 248 14,300 13,613 687 Q1 2001
Summit Deerfield -- Cincinnati, OH(1)......... 498 41,500 24,421 17,079 Q3 2001
Summit Crest -- Raleigh, NC................... 438 30,700 8,516 22,184 Q3 2001
Summit Overlook -- Raleigh, NC................ 320 25,500 6,352 19,148 Q3 2001
Summit Peachtree City -- Atlanta, GA.......... 399 31,500 9,371 22,129 Q4 2001
Summit Grand Parc -- Washington, DC........... 105 29,400 10,279 19,121 Q1 2002
Other development and construction costs(2)... -- -- 21,675 --
----- -------- -------- --------
2,548 $242,900 $151,130 $113,445
===== ======== ======== ========
</TABLE>
---------------
(1) These communities were in lease-up at June 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 nine 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 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
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<PAGE> 24
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 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 six months
ended June 30, 2000 and 1999 are calculated as follows (dollars in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------- -------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Income available to common unitholders...... $ 13,716 $ 15,190 $ 24,821 $ 24,188
Gain on sale of real estate assets.......... (5,446) (6,307) (7,886) (6,307)
Gain on sale of real estate
assets -- Management Company.............. -- -- (238) --
----------- ----------- ----------- -----------
Subtotal............................... 8,270 8,883 16,697 17,881
Depreciation:
Real estate assets........................ 9,325 8,577 18,178 16,804
Real estate joint venture................. 415 184 598 367
----------- ----------- ----------- -----------
Funds from Operations....................... 18,011 17,644 35,473 35,052
Recurring capital expenditures(1)........... (1,563) (2,152) (2,515) (3,191)
----------- ----------- ----------- -----------
Funds Available for Distribution............ $ 16,448 $ 15,492 $ 32,958 $ 31,861
=========== =========== =========== ===========
Non-recurring capital expenditures(1)(2).... $ (395) $ 1,395 $ 1,338 $ 2,286
=========== =========== =========== ===========
Cash Flow Provided By (Used In):
Operating Activities...................... $ 24,953 $ 13,359 $ 39,590 $ 27,760
Investing Activities...................... (23,840) 19,810 (34,894) 5,087
Financing Activities...................... (1,691) (33,256) (5,875) (32,298)
Weighted average common units
outstanding -- diluted.................... 30,696,803 32,856,145 30,787,712 32,813,134
=========== =========== =========== ===========
</TABLE>
---------------
(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 six months ended June 30, 2000
and 1999 primarily consist of: $1.1 million and $1.5 million for major
renovations in 2000 and 1999, respectively; $53,000 and $343,000 for access
gates and security fences in 2000 and 1999, respectively; and $80,000 and
$465,000 in other revenue enhancement expenditures in 2000 and 1999,
respectively.
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<PAGE> 25
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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<PAGE> 26
PART II
ITEM 2. CHANGES IN SECURITIES
During the three months ended June 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 602 shares of Common Stock
pursuant to its Employee Stock Purchase Plan. Summit Properties
contributed the proceeds (approximately $13,000) of these sales to the
Operating Partnership in consideration of an aggregate of 602 Common
Units.
B. Summit Properties issued an aggregate of 9,667 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, 9,667 Common Units have been issued to
Summit Properties.
C. Summit Properties issued an aggregate of 9,600 shares of Common Stock
pursuant to the exercise of stock options. Summit Properties
contributed the proceeds (approximately $158,000) of these options to
the Operating Partnership in consideration of an aggregate of 9,600
Common Units.
D. Summit Properties issued an aggregate of 6,103 shares of Common Stock
pursuant to its Dividend Reinvestment and Direct Stock Purchase Plan.
Summit Properties contributed the proceeds (approximately $135,000) of
these sales to the Operating Partnership in consideration of an
aggregate of 6,103 Common Units.
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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 9, 2000, the Company held its 2000 Annual Meeting of Stockholders (the
"Annual Meeting"). At the Annual Meeting, stockholders of the Company were asked
to consider a proposal to elect three Class III directors of the Company to
serve until the 2003 Annual Meeting of Stockholders and until their respective
successors are duly elected and qualified. William B. McGuire, Jr., William F.
Paulsen and James M. Allwin were nominated by the Board of Directors to serve as
Class III directors of the Company. Mr. McGuire received 20,149,358 votes in
favor of his election with 185,577 votes withheld; Mr. Paulsen received
20,141,800 votes in favor of his election with 193,135 votes withheld; and Mr.
Allwin received 20,144,297 votes in favor of his election with 190,637 votes
withheld. As a result, Messrs. McGuire, Paulsen and Allwin were elected as Class
III directors of the Company to serve until the 2003 Annual Meeting of
Stockholders and until their respective successors are duly elected and
qualified.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
<TABLE>
<S> <C>
3.1 Amended and Restated Agreement of Limited Partnership of
Summit Properties Partnership, L.P. dated as of May 23, 2000
(incorporated herein by reference to Exhibit 3.1 to the
Operating Partnership's Current Report on Form 8-K filed on
May 30, 2000, File No. 0-22411).
4.1 Supplemental Indenture No. 4, dated as of April 20, 2000,
between the Operating Partnership and First Union National
Bank, as trustee, including a form of Floating Rate
Medium-Term Note and a form of Fixed Rate Medium-Term Note
(incorporated herein by reference to Exhibit 4.2 to the
Operating Partnership's Current Report on Form 8-K filed on
April 28, 2000, File No. 0-22411).
</TABLE>
26
<PAGE> 27
<TABLE>
<S> <C>
10.1 Employment Agreement, dated as of January 10, 1994, by and
between Summit Management Company and Randall M. Ell
(incorporated herein by reference to Exhibit 10.2 to Summit
Properties' Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2000, File No. 1-12792).
10.2 Executive Severance Agreement, dated as of June 1, 2000, by
and between Summit Properties and Randall M. Ell
(incorporated herein by reference to Exhibit 10.3 to Summit
Properties' Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2000, File No. 1-12792).
10.3 Noncompetition Agreement, dated as of June 1, 2000, by and
among Summit Properties, Summit Management Company and
Randall M. Ell (incorporated herein by reference to Exhibit
10.4 of Summit Properties' Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 2000, File No. 1-12792).
10.4 Indemnification Agreement, dated as of June 1, 2000, by and
among Summit Properties, the Operating Partnership and
Randall M. Ell (the form of indemnification agreement with
Mr. Ell 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).
10.5 Promissory Notes and Security Agreements, dated various
dates from April 1, 1998 through May 17, 2000, evidencing
loans in the aggregate amount of $358,399 to Randall M. Ell
for the purpose of purchasing shares of Common Stock of
Summit Properties (incorporated herein by reference to
Exhibit 10.6 to Summit Properties' Quarterly Report on Form
10-Q for the quarterly period ended June 30, 2000, File No.
1-12792).
*12.1 Statement Regarding Calculation of Ratio of Earnings to
Fixed Charges for the Six Months ended June 30, 2000.
*27.1 Financial Data Schedule--Six Months ended June 30, 2000 (for
SEC use only).
</TABLE>
---------------
* Filed herewith
(b) Reports on Form 8-K
On April 28, 2000, the Company filed a current report on Form 8-K dated April
20, 2000, in connection with the commencement of the Operating Partnership's new
Medium-Term Note Program.
On May 30, 2000, the Company filed a Current Report on Form 8-K dated May 23,
2000, in connection with (i) an amendment to the Operating Partnership's
Agreement of Limited Partnership (the "Partnership Agreement") which eliminated
the preemptive rights of certain limited partners contained therein and (ii) the
simultaneous amendment and restatement of the Partnership Agreement.
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<PAGE> 28
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.
<TABLE>
<S> <C>
SUMMIT PROPERTIES PARTNERSHIP, L.P.
By: Summit Properties Inc., as General
Partner
August 11, 2000 /s/ William F. Paulsen
-------------------------------------------- --------------------------------------------
(Date) William F. Paulsen,
Chief Executive Officer
August 11, 2000 /s/ Michael L. Schwarz
-------------------------------------------- --------------------------------------------
(Date) Michael L. Schwarz,
Executive Vice President and
Chief Financial Officer
</TABLE>
28
