SUMMIT PROPERTIES PARTNERSHIP L P, 10-Q, 2000-05-12

SUMMIT PROPERTIES PARTNERSHIP L P
10-Q, 2000-05-12
OPERATORS OF APARTMENT BUILDINGS

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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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 March 31, 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

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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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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 March 31, 2000 and
December 31, 1999 (Unaudited)............................. 3
Consolidated Statements of Earnings for the three months
ended March 31, 2000 and 1999 (Unaudited)................. 4
Consolidated Statement of Partners' Equity for the three
months ended March 31, 2000 (Unaudited)................... 5
Consolidated Statements of Cash Flows for the three months
ended March 31, 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 Disclosure about Market Risk... 24
PART II OTHER INFORMATION
Item 2 Changes in Securities....................................... 25
Item 6 Exhibits and Reports on Form 8-K............................ 26
Signatures.................................................. 27
</TABLE>

2
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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SUMMIT PROPERTIES PARTNERSHIP, L.P.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
---------- ------------
<S> <C> <C>
ASSETS
Real estate assets:
Land and land improvements................................ $ 180,640 $ 174,615
Buildings and improvements................................ 928,860 893,179
Furniture, fixtures and equipment......................... 71,447 68,437
---------- ----------
1,180,947 1,136,231
Less: accumulated depreciation............................ (137,626) (129,620)
---------- ----------
Operating real estate assets...................... 1,043,321 1,006,611
Construction in progress.................................. 132,914 148,587
---------- ----------
Net real estate assets............................ 1,176,235 1,155,198
Cash and cash equivalents................................... 3,529 4,130
Restricted cash............................................. 24,695 40,080
Investments in Summit Management Company, real estate joint
ventures and other investments............................ 1,314 583
Deferred financing costs, net............................... 6,372 6,657
Other assets................................................ 11,436 11,132
---------- ----------
Total assets...................................... $1,223,581 $1,217,780
========== ==========
LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Notes payable............................................. $ 674,958 $ 649,632
Accounts payable and accrued expenses..................... 23,922 25,626
Distributions payable..................................... 13,369 12,984
Accrued interest payable.................................. 4,327 7,018
Security deposits and prepaid rents....................... 3,857 3,850
---------- ----------
Total liabilities................................. 720,433 699,110
---------- ----------
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 30,556,813
and 30,811,188
General partner -- outstanding 305,568 and 308,112..... 4,400 4,555
Limited partners -- outstanding 30,251,245 and
30,503,076............................................ 362,479 377,845
---------- ----------
Total partners' equity............................ 503,148 518,670
---------- ----------
Total liabilities and partners' common and preferred
equity.................................................... $1,223,581 $1,217,780
========== ==========
</TABLE>

See notes to consolidated financial statements.

3
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SUMMIT PROPERTIES PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF EARNINGS
(DOLLARS IN THOUSANDS, EXCEPT PER UNIT DATA)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-------------------------
2000 1999
----------- -----------
<S> <C> <C>
Revenues:
Rental.................................................... $ 41,242 $ 39,813
Other property income..................................... 2,877 2,242
Interest.................................................. 1,074 1,035
Other income.............................................. 149 59
----------- -----------
Total revenues.................................... 45,342 43,149
----------- -----------
Expenses:
Property operating and maintenance:
Personnel.............................................. 2,856 3,074
Advertising and promotion.............................. 606 607
Utilities.............................................. 2,111 2,066
Building repairs and maintenance....................... 1,951 1,964
Real estate taxes and insurance........................ 4,741 4,478
Depreciation........................................... 8,900 8,253
Property supervision................................... 1,302 988
Other operating expenses............................... 676 819
----------- -----------
23,143 22,249
Interest.................................................. 9,212 10,497
General and administrative................................ 940 1,080
Loss (income) on equity investments:
Summit Management Company.............................. 322 316
Real estate joint ventures............................. (46) 8
----------- -----------
Total expenses.................................... 33,571 34,150
----------- -----------
Income before gain on sale of real estate assets.......... 11,771 8,999
Gain on sale of real estate assets........................ 2,440 --
----------- -----------
Net income.................................................. 14,211 8,999
Dividends to Series B preferred unitholders................. (1,902) --
Dividends to Series C preferred unitholders................. (1,203) --
----------- -----------
Income available to common unitholders...................... 11,106 8,999
Income available to common unitholders allocated to general
partner................................................... (111) (90)
----------- -----------
Income available to common unitholders allocated to limited
partners.................................................. $ 10,995 $ 8,909
=========== ===========
Per unit data:
Net income -- basic and diluted........................... $ 0.46 $ 0.27
=========== ===========
Dividends to Series B preferred unitholders -- basic and
diluted................................................ $ (0.06) $ --
=========== ===========
Dividends to Series C preferred unitholders -- basic and
diluted................................................ $ (0.04) $ --
=========== ===========
Income available to common unitholders -- basic and
diluted................................................ $ 0.36 $ 0.27
=========== ===========
Distributions declared.................................... $ 0.44 $ 0.42
=========== ===========
Weighted average units -- basic........................... 30,805,689 32,763,936
=========== ===========
Weighted average units -- diluted......................... 30,889,711 32,769,514
=========== ===========
</TABLE>

See notes to consolidated financial statements.

4
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SUMMIT PROPERTIES PARTNERSHIP, L.P.
CONSOLIDATED STATEMENT 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........... (135) (13,353) (13,488)
Contributions from (distributions to) Summit
Properties related to:
Proceeds from dividend and stock purchase
plans.................................... 18 1,740 1,758
Exercise of stock options.................. 1 145 146
Repurchase of common stock................. (63) (6,270) (6,333)
Repurchase of common units................. (18) (1,741) (1,759)
Amortization of restricted stock grants.... 1 85 86
Issuance of employee notes receivable......... (73) (7,258) (7,331)
Repayments of employee notes receivable....... 3 291 294
Issuance costs of preferred units............. (1) -- -- (1)
Distributions to preferred unitholders........ (31) (3,074) (3,105)
Net income.................................... 142 14,069 14,211
------- ------- ------ -------- --------
Balance, March 31, 2000......................... $82,717 $53,552 $4,400 $362,479 $503,148
======= ======= ====== ======== ========
</TABLE>

See notes to consolidated financial statements.

5
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SUMMIT PROPERTIES PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-------------------
2000 1999
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income................................................ $ 14,211 $ 8,999
Adjustments to reconcile net income to net cash provided
by operating activities:
Loss on equity method investments...................... 276 324
Gain on sale of real estate assets..................... (2,440) --
Depreciation and amortization.......................... 9,211 8,720
(Increase) decrease in restricted cash................. (982) 625
Decrease in other assets............................... 26 534
Increase in accrued interest payable................... (2,691) (1,863)
Decrease in accounts payable and accrued expenses...... (2,981) (3,217)
Increase in security deposits and prepaid rents........ 7 279
-------- --------
Net cash provided by operating activities......... 14,637 14,401
-------- --------
Cash flows from investing activities:
Construction of real estate assets and land acquisitions,
net of payables........................................ (29,517) (33,483)
Proceeds from sale of Communities......................... 22,678 22,458
Capitalized interest...................................... (2,320) (1,768)
Recurring capital expenditures............................ (952) (1,039)
Non-recurring capital expenditures........................ (943) (891)
-------- --------
Net cash used in investing activities............. (11,054) (14,723)
-------- --------
Cash flows from financing activities:
Net borrowings (repayments) on line of credit............. 27,000 (7,500)
Net (repayments) borrowings on unsecured bonds............ (16) 24,749
Repayments of mortgage debt............................... (1,314) (1,277)
Repayments of tax exempt bonds............................ (360) (360)
Distributions to common unitholders....................... (13,164) (12,911)
Distributions to Series B preferred unitholders........... (1,902) --
Distributions to Series C preferred unitholders........... (1,203) --
Increase in employee notes................................ (7,037) (2,158)
Contributions from (distributions to) Summit Properties
related to:
Proceeds from dividend and stock purchase plans and
exercise of stock options............................. 1,904 9,889
Repurchase of Summit Properties common stock........... (6,333) --
Repurchase of common units in Operating Partnership.... (1,759) --
Decrease advance proceeds of direct stock purchase
plan.................................................. -- (9,474)
-------- --------
Net cash (used in) provided by financing
activities....................................... (4,184) 958
-------- --------
Net (decrease) increase in cash and cash equivalents........ (601) 636
Cash and cash equivalents, beginning of period.............. 4,130 2,837
-------- --------
Cash and cash equivalents, end of period.................... $ 3,529 $ 3,473
======== ========
Supplemental disclosure of cash flow information -- Cash
paid for interest, net of capitalized interest............ $ 11,655 $ 12,117
======== ========
</TABLE>

See notes to consolidated financial statements.

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SUMMIT PROPERTIES PARTNERSHIP, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
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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
months ended March 31, 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.

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
("Construction Projects"), each of which is developing an apartment community.
The Operating Partnership's joint venture partner is the same for all three
Construction Projects. One of the Construction Projects is under construction
and two are complete, but in lease-up. The Construction Projects are accounted
for under the equity method of accounting and, therefore, the operating results
of the two Construction Communities in lease-up are presented in "Loss (income)
on equity investments: Real estate joint ventures" in the Operating
Partnership's consolidated statements of earnings. The construction costs are
being 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

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SUMMIT PROPERTIES PARTNERSHIP, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
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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. None of the Construction Projects have reached
stabilization as of March 31, 2000 and the Operating Partnership has not made a
determination about whether it will exercise any of its options. If the
Operating Partnership does not exercise its option with respect to a joint
venture, it will be required to make a capital contribution of 25% of that joint
venture's total construction loan amount.

The following is a condensed balance sheet and income statement for Station Hill
as of and for the three months ended March 31, 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
respective interest therein. The balance sheet and income statement information
for the Construction Projects is not material.

<TABLE>
<CAPTION>
BALANCE SHEET
------------------
MARCH 31,
------------------
2000 1999
------- -------
<S> <C> <C>
Real estate assets, net..................................... $88,534 $90,914
Cash and cash equivalents................................... 2,041 2,172
Other assets................................................ 365 406
------- -------
Total assets...................................... $90,940 $93,492
======= =======
Mortgages payable........................................... $69,264 $70,028
Other liabilities........................................... 985 1,060
Partners' capital........................................... 20,691 22,404
------- -------
Total liabilities and partners' capital........... $90,940 $93,492
======= =======
</TABLE>

<TABLE>
<CAPTION>
INCOME STATEMENT
-------------------
THREE MONTHS ENDED
MARCH 31,
-------------------
2000 1999
------- -------
<S> <C> <C>
Revenues.................................................... $3,029 $2,915
Expenses:
Property operating........................................ 1,058 1,009
Interest.................................................. 1,171 1,174
Depreciation and amortization............................. 735 744
------ ------
Total expenses.................................... 2,964 2,927
------ ------
Net income (loss)........................................... $ 65 $ (12)
====== ======
</TABLE>

3. COMMUNITY DISPOSITION

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SUMMIT PROPERTIES PARTNERSHIP, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
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million were placed into escrow with a qualified intermediary in accordance with
like-kind exchange income tax rules and regulations and are expected to be used
to fund future development communities.

4. NOTES PAYABLE

On May 29, 1998, the Operating Partnership established a program for the sale of
up to $95 million aggregate principal amount of Medium-Term Notes due nine
months or more from the date of issuance (the "MTN Program"). 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.

5. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

While the Operating Partnership has historically had limited involvement with
derivative financial instruments, the Operating Partnership may utilize such
instruments in certain situations to hedge interest rate exposure by modifying
the interest rate characteristics of related balance sheet instruments and
prospective financing transactions. The Operating Partnership does not utilize
derivative financial instruments for trading purposes. On September 16, 1999,
the Operating Partnership entered into an interest rate swap agreement with a
notional amount of $30 million, relating to $30 million of unsecured notes
issued by the Operating Partnership which carry a fixed interest rate of 6.625%
per annum (the "Fixed Rate"). Under the interest rate swap agreement, through
the maturity date of such notes of December 15, 2003, (i) the Operating
Partnership has agreed to pay to the counterparty the interest that would have
been incurred on the $30 million principal amount of the notes at a floating
interest rate of LIBOR plus 11 basis points (the "Floating Rate"), and (ii) the
counterparty has agreed to pay to the Operating Partnership the interest
incurred on the same principal amount at the Fixed Rate. The Floating Rate at
March 31, 2000 was 6.26%.

6. RESTRICTED STOCK

During the three months ended March 31, 2000 and 1999, Summit Properties granted
63,138 and 14,181 shares, respectively, of restricted stock to employees of the
Operating Partnership and its subsidiaries under Summit Properties' 1994 Stock
Option and Incentive Plan. The market value of the restricted stock grants
awarded during the three months ended March 31, 2000 and 1999 totaled $1.1
million and $239,000, respectively, and has been recorded as unamortized
restricted stock compensation. Unearned compensation related to these restricted
stock grants is being amortized to expense over the vesting period which ranges
from three to five years.

7. SUPPLEMENTAL CASH FLOW INFORMATION

Non-cash investing and financing activities for the three months ended March 31,
2000 and 1999 are as follows:

A. The Operating Partnership accrued dividends and distributions payable in
the amounts of $13.4 million and $13.7 million at March 31, 2000 and
1999, respectively.

B. Summit Properties issued 63,138 and 14,181 shares of restricted stock
valued at $1.1 million and $239,000 during the three months ended March
31, 2000 and 1999, respectively to employees of the Operating
Partnership and its subsidiaries.

9
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SUMMIT PROPERTIES PARTNERSHIP, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
- --------------------------------------------------------------------------------

C. The Operating Partnership exchanged 35,045 common units of limited
partnership interest ("Common Units") for shares of Summit Properties'
common stock, par value $.01 per share ("Common Stock"), during the
three months ended March 31, 2000. The value of the shares of Common
Stock was approximately $676,000.

8. COMMITMENTS

The estimated cost to complete ten development projects currently under
construction was approximately $145.8 million at March 31, 2000. Anticipated
construction completion dates of the projects range from the second quarter of
2000 to the first quarter of 2002.

9. 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 (84,022
and 5,578 Common Units added to weighted average Common Units outstanding for
the three months ended March 31, 2000 and 1999, respectively).

10. BUSINESS SEGMENTS

Effective December 31, 1998, the Operating Partnership adopted Financial
Accounting Standards Board Statement No. 131, "Disclosures about Segments of an
Enterprise and Related Information" (SFAS 131). SFAS 131 establishes standards
for the manner in which public enterprises report information about operating
segments in financial statements. SFAS 131 also establishes standards for
related disclosures about products and services, geographic areas and major
customers. The adoption of SFAS 131 did not affect the Operating Partnership's
results of operations or financial position.

The Operating Partnership reports as a single business segment with activities
related to the 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.

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 Operating Partnership's unsecured credit
facility. The Series B Preferred Units may be exchanged by the holders into
shares of 8.95% Series B Cumulative Redeemable Perpetual Preferred Stock of
Summit Properties ("Series B Preferred Shares") on a one-for-one basis. Holders
of the Series B Preferred Units may exercise their exchange right (a) at any
time on or after April 29, 2009, (b) at any time if full quarterly distributions
are not made for six quarters, or (c) upon the occurrence of specified events
related to the treatment of the Operating Partnership or the Series B Preferred
Units for federal income tax purposes. The Operating Partnership may redeem the
Series B Preferred Units at any time on or after April 29, 2004 for cash at a
redemption price equal to the redeemed holder's capital account (initially
$25.00 per unit), plus all accumulated, accrued and unpaid distributions or
dividends. In lieu of cash, the Operating Partnership may elect to deliver
Series B Preferred Shares on a one-for-one basis, plus an amount equal to all
accumulated, accrued and unpaid distributions or dividends. The Series B
Preferred Units have no stated maturity, are not subject to any sinking fund or
mandatory redemption and are not convertible into any other securities of Summit
Properties or the Operating Partnership. Distributions on the Series B Preferred
Units are cumulative from the date of original issuance and are payable
quarterly at the rate of 8.95% per annum of the $25.00 original capital
contribution. The Operating Partnership made distributions to the holders of the

10
<PAGE> 11
SUMMIT PROPERTIES PARTNERSHIP, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
- --------------------------------------------------------------------------------

Series B Preferred Units in the aggregate amount of approximately $5.1 million
during 1999 and in the aggregate amount of approximately $1.9 million during the
three months ended March 31, 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 Operating Partnership's unsecured credit
facility. The Series C Preferred Units may be exchanged by the holder into
shares of 8.75% Series C Cumulative Redeemable Perpetual Preferred Stock of
Summit Properties ("Series C Preferred Shares") on a one-for-one basis. The
holder of the Series C Preferred Units may exercise its exchange right (a) at
any time on or after September 3, 2009, (b) at any time if full quarterly
distributions are not made for six quarters, (c) upon the occurrence of
specified events related to the treatment of the Operating Partnership or the
Series C Preferred Units for federal income tax purposes, or (d) at any time
that such institutional investor's holdings in the Operating Partnership exceed
18% of the total profits of or capital interests in the Operating Partnership
for a taxable year. The Operating Partnership may redeem the Series C Preferred
Units at any time on or after September 3, 2004 for cash at a redemption price
equal to the redeemed holder's capital account (initially $25.00 per unit), plus
all accumulated, accrued and unpaid distributions or dividends. The Series C
Preferred Units have no stated maturity, are not subject to any sinking fund or
mandatory redemption and are not convertible into any other securities of Summit
Properties or the Operating Partnership. Distributions on the Series C Preferred
Units are cumulative from the date of original issuance and are payable
quarterly at the rate of 8.75% per annum of the $25.00 original capital
contribution. The Operating Partnership made distributions to the holder of the
Series C Preferred Units in the aggregate amount of approximately $1.5 million
during 1999 and in the aggregate amount of approximately $1.2 million during the
three months ended March 31, 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. This
brings the total number of shares of Common Stock repurchased under the $50
Million Program to 2.5 million for an aggregate purchase price, including
commissions, of approximately $50 million, or an average price $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 three months
ended March 31, 2000, Summit Properties repurchased 198,300 shares of Common
Stock under the $25 Million Program for an aggregate purchase price, including
commissions, of approximately $3.8 million, or an average price of $19.38 per
share.

13. SUBSEQUENT EVENTS

11
<PAGE> 12
SUMMIT PROPERTIES PARTNERSHIP, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
- --------------------------------------------------------------------------------

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.

During April 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 a class A mixed-use Community, which will be called Summit
Brickell Grand, and will be located in Miami, Florida. The Operating Partnership
expects to close on the purchase of Summit Brickell Grand during the second half
of 2002. The final purchase price will be determined based on actual
construction costs adjusted for interim net income (as defined) at the time of
the purchase. The purchase price is expected to be approximately $50.5 million.
The purchase of Summit Brickell Grand 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.

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 of acquisitions to yield expected results, construction
delays due to unavailability of materials, weather conditions or other delays,
competition, supply and demand for apartment communities in the Operating
Partnership's current and proposed market areas, 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 22 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
increases in the number of apartment homes due to development and acquisition of
new Communities or the disposition of Communities. Where appropriate,
comparisons are made on a "fully stabilized Communities," "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 Months Ended March 31, 2000 and 1999

For the three months ended March 31, 2000, income before gain on sale of real
estate assets increased $2.8 million to approximately $11.8 million from the
three months ended March 31, 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 months ended March
31, 2000 and 1999 is summarized below (dollars in thousands):

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------------
2000 1999 % CHANGE
------- ------- --------
<S> <C> <C> <C>
Property revenues:
Fully stabilized communities (1)........................ $28,091 $27,333 2.8%
Stabilized development communities...................... 13,332 9,966 33.8%
Communities in lease-up................................. 2,492 1,503 65.8%
Communities sold........................................ 204 3,253 -93.7%
------- -------
Total property revenues................................... 44,119 42,055 4.9%
------- -------
Property operating and maintenance expense:
Fully stabilized communities (1)........................ 9,024 9,039 -0.2%
Stabilized development communities...................... 4,130 3,082 34.0%
Communities in lease-up................................. 1,026 584 75.7%
Communities sold........................................ 63 1,291 -95.1%
------- -------
Total property operating and maintenance expense.......... 14,243 13,996 1.8%
------- -------
Property operating income................................. $29,876 $28,059 6.5%
======= =======
Apartment homes, end of period............................ 17,965 18,283 -1.7%
======= =======
</TABLE>

- ---------------

(1) Includes Communities which were fully stabilized during the entire period
for each of the comparable periods presented.

A summary of the Operating Partnership's apartment homes (excluding joint
ventures) for the three months ended March 31, 2000 and 1999 is as follows:

<TABLE>
<CAPTION>
2000 1999
------ ------
<S> <C> <C>
Apartment homes at January 1................................ 17,673 18,003
Developments which began rental operations during the
period.................................................... 410 280
Sale of apartment homes..................................... (118) --
------ ------
Apartment homes at March 31................................. 17,965 18,283
====== ======
</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
is summarized below (dollars in thousands except average monthly rental
revenue):

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------------
2000 1999 % CHANGE
------- ------- --------
<S> <C> <C> <C>
Property revenues:
Rental.................................................. $26,230 $25,893 1.3%
Other................................................... 1,861 1,440 29.2%
------- -------
Total property revenues................................... 28,091 27,333 2.8%
------- -------
Property operating and maintenance expense:
Personnel............................................... 1,684 1,942 -13.3%
Advertising and promotion............................... 361 352 2.6%
Utilities............................................... 1,268 1,213 4.5%
Building repairs and maintenance........................ 1,319 1,376 -4.1%
Real estate taxes and insurance......................... 3,083 2,933 5.1%
Property supervision.................................... 856 679 26.1%
Other operating expense................................. 453 544 -16.7%
------- -------
Total property operating and maintenance expense.......... 9,024 9,039 -0.2%
------- -------
Property operating income................................. $19,067 $18,294 4.2%
======= =======
Average physical occupancy................................ 93.3% 95.1% -1.9%
======= =======
Average monthly rental revenue............................ $ 859 $ 844 1.8%
======= =======
Number of apartment homes................................. 11,194 11,194
======= =======
</TABLE>

The increase in property revenue from fully stabilized Communities was primarily
the result of increases in average rental rates, as well as increased revenue
from sources other than rental revenue, such as telephone, cable and water
sub-meter revenue, partially offset by a decline in occupancy rates. The higher
revenues were primarily generated in the Operating Partnership's Florida,
Charlotte, North Carolina, Washington, D.C. and Richmond, Virginia markets. The
decline in occupancy rates was generated primarily by the Operating
Partnership's Wilmington, Delaware, Dallas, Texas and San Antonio, Texas
markets. Property supervision costs increased as a result of an increase in the
property management fee charged by the Management Company (as defined below)
from 2.5% to 3.0%. This is the first increase in the amount charged by the
Management Company for its services since Summit Properties' initial public
offering in 1994. 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, property operating and maintenance
expenses decreased for the three month period from 33.1% in 1999 to 32.1% in
2000.

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<PAGE> 16

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 three
months ended March 31, 2000 but were stabilized subsequent to January 1, 1998.
The operating performance of these fourteen Communities for the three months
ended March 31, 2000 and 1999 is summarized below (dollars in thousands except
average monthly rental revenue):

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------
2000 1999
------- ------
<S> <C> <C>
Property revenues:
Rental.................................................... $12,477 $9,468
Other..................................................... 855 498
------- ------
Total property revenues..................................... 13,332 9,966
Property operating and maintenance expense.................. 4,130 3,082
------- ------
Property operating income................................... $ 9,202 $6,884
======= ======
Average physical occupancy.................................. 92.6% 75.4%
======= ======
Average monthly rental revenue.............................. $ 937 $ 801
======= ======
Number of apartment homes................................... 4,885 4,885
======= ======
</TABLE>

The unleveraged yield on investment for the stabilized development Communities,
defined as property operating income for the three months ended March 31, 2000
on an annualized basis over total development cost, was 10.07%.

OPERATING PERFORMANCE OF THE OPERATING PARTNERSHIP'S COMMUNITIES IN LEASE-UP

The Operating Partnership had eight Communities in lease-up during the three
months ended March 31, 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
which has commenced rental operations but was not stabilized as of the beginning
of the current year. A summary of the six new development Communities in
lease-up as of March 31, 2000 is as follows (dollars in thousands):

<TABLE>
<CAPTION>
TOTAL ACTUAL/ % LEASED
NUMBER OF ACTUAL/ ANTICIPATED ACTUAL/ Q1 2000 AS OF
APARTMENT ESTIMATED CONSTRUCTION ANTICIPATED AVERAGE MARCH 31,
COMMUNITY HOMES COST COMPLETION STABILIZATION OCCUPANCY 2000
- --------- --------- --------- ------------ ------------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Summit New Albany II -- Columbus, OH........... 127 $ 9,800 Q1 2000 Q3 2000 55.2% 78.7%
Summit Largo -- Largo, MD...................... 219 18,000 Q1 2000 Q3 2000 88.6% 98.6%
Summit Hunter's Creek -- Orlando, FL........... 270 19,200 Q1 2000 Q4 2000 22.6% 49.6%
Summit Deer Creek -- Atlanta, GA (1)........... 292 22,200 Q2 2000 Q1 2001 22.5% 43.8%
Summit Ashburn Farm -- Loudon County, VA(1).... 162 14,600 Q3 2000 Q1 2001 19.1% 54.3%
Reunion Park by Summit -- Raleigh, NC (1)...... 248 14,300 Q1 2001 Q3 2001 0.0% 6.0%
----- -------
1,318 $98,100
===== =======
</TABLE>

- ---------------

(1) The related assets of such communities are included in the Construction in
Progress category at March 31, 2000.

In addition to the Communities listed in the table above, Summit Fairview in
Charlotte, North Carolina (135 apartment homes) and Summit Lenox in Atlanta,
Georgia (433 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

16
<PAGE> 17

to the parking lots and landscaping, as well as exterior painting of buildings.
The renovations will require certain apartment homes to 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 is expected to be completed by the
end of the second quarter of 2000 and the renovation work at Summit Lenox is
expected to be completed by the end of the third quarter of 2000.

All Communities listed above were in lease-up during the three months ended
March 31, 2000. Only Summit Lenox and Summit Fairview had operating activity
during the three months ended March 31, 1999. The operating performance of these
Communities for the three months ended March 31, 2000 and 1999 is summarized
below (dollars in thousands):

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-------------------
2000 1999
------- -------
<S> <C> <C>
Property revenues:
Rental.................................................... $2,343 $1,432
Other property............................................ 149 71
------ ------
Total property revenues..................................... 2,492 1,503
Property operating and maintenance expense.................. 1,026 584
------ ------
Property operating income................................... $1,466 $ 919
====== ======
Number of apartment homes................................... 1,886 568
====== ======
</TABLE>

OPERATING PERFORMANCE OF THE OPERATING PARTNERSHIP'S DISPOSITION COMMUNITIES

During the first quarter of 2000, the Operating Partnership disposed of the
former Summit Creekside community (the "2000 Disposition"). The information in
the table below for 1999 consists of the 2000 Disposition 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
MARCH 31,
------------------
2000 1999
----- -------
<S> <C> <C>
Property revenues:
Rental.................................................... $193 $3,021
Other..................................................... 11 232
---- ------
Total property revenues..................................... 204 3,253
Property operating and maintenance expense.................. 63 1,291
---- ------
Property operating income................................... $141 $1,962
==== ======
Number of apartment homes................................... 118 1,636
==== ======
</TABLE>

17
<PAGE> 18

OPERATING PERFORMANCE OF SUMMIT MANAGEMENT COMPANY

The operating performance of Summit Management Company (the "Management
Company") and its wholly-owned subsidiary, Summit Apartment Builders, Inc. (the
"Construction Company"), for the three months ended March 31, 2000 and 1999 is
summarized below (in thousands):

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-------------------
2000 1999
------- -------
<S> <C> <C>
Revenue:
Operating revenue......................................... $2,625 $1,832
Gain on sale of land...................................... 238 --
------ ------
Total revenue..................................... 2,863 1,832
------ ------
Expenses:
Operating................................................. 2,571 1,927
Depreciation.............................................. 86 73
Amortization.............................................. 76 73
Interest.................................................. 452 75
------ ------
Total expenses.................................... 3,185 2,148
------ ------
Net loss of Summit Management Company....................... $ (322) $ (316)
====== ======
</TABLE>

The increase in operating revenue for the three month period was primarily a
result of an increase in the management fee charged to the Operating
Partnership's Communities from 2.5% to 3.0% 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 resulted from an
inter-company loan which was repaid during the first quarter of 2000.

Property management revenues included $278,000 and $324,000 of property
management fees from third parties for the three months ended March 31, 2000 and
1999, respectively. Property management fees from third parties as a percentage
of total property management revenues were 15.9% and 22.2% for the three months
ended March 31, 2000 and 1999, respectively. The Operating Partnership expects
third party management revenues as a percentage of total property management
revenues to continue to decline as revenues from the Operating Partnership's
Communities continue to increase.

All of the Construction Company's revenues are from contracts with the Operating
Partnership.

OTHER INCOME AND EXPENSES

Interest expense, including amortization of deferred financing costs, decreased
by approximately $1.3 million for the three months ended March 31, 2000 compared
with the same period in 1999. This decrease was primarily the result of a
decrease in the Operating Partnership's average indebtedness outstanding, which
decreased by $77.7 million. The decline was partially offset by an increase in
the effective interest rate from 6.50% to 6.75% for the three months ended March
31, 2000 as compared to the same period in 1999.

Depreciation expense increased $647,000, or 7.8%, for the three months ended
March 31, 2000 compared with the similar period in 1999, primarily due to
depreciation on recently developed Communities offset by a reduction in
depreciation related to Communities sold.

General and administrative expenses decreased $140,000, or 13.0%, for the three
months ended March 31, 2000 as compared to the same period in 1999. This
decrease was the result of timing differences related to compensation costs
associated with Summit Properties' Employee Stock Purchase Plan. As a percentage
of

18
<PAGE> 19

revenues, general and administrative expenses were 2.1% and 2.5% for the three
months ended March 31, 2000 and 1999, respectively.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

The Operating Partnership's net cash provided by operating activities increased
from $14.4 million for the three months ended March 31, 1999 to $14.6 million
for the same period in 2000, primarily due to an increase in income before gain
on sale of real estate assets of approximately $2.8 million offset by a $1.6
million increase in restricted cash ($982,000 increase for the three months
ended March 31, 2000 as compared to a $625,000 decrease for the three months
ended March 31, 1999), a $508,000 increase in other assets ($26,000 decrease for
the three months ended March 31, 2000 as compared to a $534,000 decrease for the
three months ended March 31, 1999) and a $462,000 decrease in interest paid. 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 three months ended March 31, 2000. The decrease in cash paid for interest is
due to the decrease in average indebtedness outstanding.

Net cash used in investing activities decreased from $14.7 million for the three
months ended March 31, 1999 to $11.1 million for the same period in 2000 due to
a decrease in construction activity during 2000. 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.

Net cash provided by financing activities was $958,000 for the three months
ended March 31, 1999. Net cash used in financing activities was $4.2 million for
the same period in 2000, primarily due to the payment of distributions to
preferred unitholders in the Operating Partnership of $3.1 million and the
repurchase during the three months ended March 31, 2000 of Common Stock and
Common Units for $6.3 million and $1.8 million, respectively, offset by an
increase in advance proceeds of direct stock purchase plan.

The ratio of earnings to fixed charges was 1.60 for the three months ended March
31, 2000 as compared to 1.58 for the three months ended March 31, 1999.

The Operating Partnership's outstanding indebtedness at March 31, 2000 totaled
$675.0 million. This amount includes approximately $262.0 million of fixed rate
conventional mortgages, $38.0 million of variable rate tax-exempt bonds, $266.0
million of unsecured notes, $4.0 million of tax-exempt fixed rate mortgages, and
$105.0 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. The Operating Partnership
considers its cash provided by operating activities to be adequate to meet
operating requirements and payments of dividends and distributions. The
Operating Partnership expects to meet its long-term liquidity requirements
(i.e., liquidity requirements arising after 12 months), such as scheduled
mortgage debt maturities, property acquisitions, financing of construction and
development activities and other non-recurring capital improvements, through the
issuance of unsecured notes and equity securities, from undistributed cash flow,
from proceeds received from the disposition of certain Communities and, in
connection with the acquisition of land or improved property, through the
issuance of Common Units.

Credit Facility

The Operating Partnership has a syndicated unsecured line of credit (the
"Unsecured Credit Facility") in the amount of $200 million. The Unsecured Credit
Facility provides funds for new development, acquisitions and general working
capital purposes. The Unsecured Credit Facility has a three-year term with two
one-year

19
<PAGE> 20

extension options and will initially bear interest at LIBOR+90 basis points
based upon the Operating Partnership's current credit rating of BBB- by Standard
& Poor's Rating Services and Baa3 by Moody's Investors Service. The interest
rate will be reduced in the event an upgrade of the Operating Partnership's
unsecured credit rating is obtained. The Unsecured Credit Facility also provides
a bid option sub-facility equal to a maximum of fifty percent of the total
facility ($100 million). This sub-facility provides the Operating Partnership
with the option to place borrowings in a fixed LIBOR contract up to 180 days.

Medium-Term Notes

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.

Private Placement of Preferred Units

On April 29, 1999, the Operating Partnership completed a private placement of
3.4 million of its 8.95% Series B Cumulative Redeemable Perpetual Preferred
Units (the "Series B Preferred Units") to two institutional investors at a price
of $25.00 per unit. The net proceeds of approximately $83 million were used to
repay amounts outstanding under the Operating Partnership's Unsecured Credit
Facility. The Series B Preferred Units may be exchanged by the holders into
shares of 8.95% Series B Cumulative Redeemable Perpetual Preferred Stock of
Summit Properties ("Series B Preferred Shares") on a one-for-one basis. Holders
of the Series B Preferred Units may exercise their exchange right (a) at any
time on or after April 29, 2009, (b) at any time if full quarterly distributions
are not made for six quarters, or (c) upon the occurrence of specified events
related to the treatment of the Operating Partnership or the Series B Preferred
Units for federal income tax purposes. The Operating Partnership may redeem the
Series B Preferred Units at any time on or after April 29, 2004 for cash at a
redemption price equal to the redeemed holder's capital account (initially
$25.00 per unit), plus all accumulated, accrued and unpaid distributions or
dividends. In lieu of cash, the Operating Partnership may elect to deliver
Series B Preferred Shares on a one-for-one basis, plus an amount equal to all
accumulated, accrued and unpaid distributions or dividends. The Series B
Preferred Units have no stated maturity, are not subject to any sinking fund or
mandatory redemption and are not convertible into any other securities of Summit
Properties or the Operating Partnership. Distributions on the Series B Preferred
Units are cumulative from the date of original issuance and are payable
quarterly at the rate of 8.95% per annum of the $25.00 original capital
contribution. The Operating Partnership made distributions to the holders of the
Series B Preferred Units in the aggregate amount of approximately $5.1 million
during 1999 and in the aggregate amount of approximately $1.9 million during the
three months ended March 31, 2000.

occurrence of specified events related to the treatment of the Operating
Partnership or the Series C Preferred Units for federal income tax purposes, or
(d) at any time that such institutional investor's holdings in the Operating
Partnership exceed 18% of the total profits of or capital interests in the
Operating Partnership for a taxable year. The Operating Partnership may redeem
the Series C Preferred Units at any time on or after September 3, 2004 for cash
at a redemption price equal to the redeemed holder's capital account (initially
$25.00 per unit), plus all accumulated, accrued and unpaid distributions or
dividends. The Series C Preferred Units have no stated maturity, are not subject
to any sinking fund or mandatory redemption and are not convertible into any
other securities of Summit Properties or the Operating Partnership.
Distributions on the Series C Preferred Units are cumulative from the date of
original issuance and are payable quarterly at the rate of 8.75% per annum of
the $25.00 original capital contribution. The Operating Partnership made
distributions to the holder of the Series C Preferred Units in the aggregate
amount of approximately $1.5 million during 1999 and in the aggregate amount of
approximately $1.2 million during the three months ended March 31, 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. This
brings the total number of shares repurchased under the $50 Million Program to
2.5 million for an aggregate purchase price, including commissions, of
approximately $50 million, or an average price of $19.63 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 stockholders. To this end, the
Board of Directors of Summit Properties approved and Summit Properties
instituted a loan 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. The Board of Directors of 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 $7.0
million increase in employee notes receivable from December 31, 1999 to March
31, 2000 represents loans extended to certain executive officers and key
employees of Summit Properties under the loan program. The relevant officer or
employee has executed a Promissory Note and Security Agreement ("Note") related
to each loan extended by Summit Properties during the first quarter of 2000.
Such ten-year Notes bear interest at the applicable federal rate as

21
<PAGE> 22

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.

COMMUNITY DISPOSITION

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.

PROPERTIES BEING MARKETED FOR SALE

At March 31, 2000, the Operating Partnership had two apartment communities under
contract for sale with a net book value of approximately $10.0 million. The
Operating Partnership does not anticipate incurring a loss on any individual
apartment Community sale. Proceeds from the sale of the Communities will be used
to fund future development. The two apartment communities held for sale
represented approximately 1.5% of property operating income for the Operating
Partnership for the three months ended March 31, 2000.

DEVELOPMENT ACTIVITY

The Operating Partnership's construction in progress at March 31, 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 Deer Creek- Atlanta, GA (1)................. 292 $ 22,200 $ 20,607 $ 1,593 Q2 2000
Summit Russett II- Laurel, MD...................... 112 9,900 5,183 4,717 Q3 2000
Summit Ashburn Farm -- Loudon County, VA (1)....... 162 14,600 11,195 3,405 Q3 2000
Summit Grandview -- Charlotte, NC.................. 266 45,500 26,107 19,393 Q4 2000
Reunion Park by Summit -- Raleigh , NC (1)......... 248 14,300 10,884 3,416 Q1 2001
Summit Deerfield -- Cincinnati, OH................. 498 41,500 19,076 22,424 Q3 2001
Summit Crest -- Raleigh, NC........................ 438 30,700 5,457 25,243 Q3 2001
Summit Overlook -- Raleigh, NC..................... 320 25,500 4,188 21,312 Q3 2001
Summit Peachtree City -- Atlanta, GA............... 399 31,500 7,357 24,143 Q4 2001
Summit Grand Parc -- Washington, D.C. ............. 105 29,400 9,230 20,170 Q1 2002
Other development and construction costs (2)....... -- -- 13,630 --
----- -------- -------- --------
2,840 $265,100 $132,914 $145,816
===== ======== ======== ========
</TABLE>

- ---------------

(1) These communities were in lease-up at March 31, 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, even with the increased supply of newly
constructed apartment homes of comparable quality in many of its markets. As
with any development community, there are uncertainties and risks associated
with the development of the Communities described above. While the Operating
Partnership has prepared development budgets and has estimated completion and
stabilization target dates based on what it believes are reasonable assumptions
in light of current conditions, there can be no assurance that actual costs will
not exceed current budgets or that the Operating Partnership will not experience
construction delays due to the unavailability of materials, weather conditions
or other events.

22
<PAGE> 23

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 on favorable terms or other circumstances arise which
may prevent development. Similarly, there can be no assurance that, if the
Operating Partnership does pursue one or more of these potential Communities,
that it will be able to complete construction within the currently estimated
development budgets or that construction can be started at the time currently
anticipated.

FUNDS FROM OPERATIONS

The Operating Partnership considers funds from operations ("FFO") to be an
appropriate measure of performance of an equity REIT. The Operating Partnership
computes FFO in accordance with standards established by the National
Association of Real Estate Investment Trusts ("NAREIT"). FFO, as defined by
NAREIT, represents net income (loss) excluding gains or losses from sales of
property, plus depreciation of real estate assets, and after adjustments for
unconsolidated partnerships and joint ventures, all determined on a 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 payments. 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.

23
<PAGE> 24

Funds from Operations and Funds Available for Distribution for the three months
ended March 31, 2000 and 1999 are calculated as follows (dollars in thousands):

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-----------------------
2000 1999
---------- ----------
<S> <C> <C>
Income available to common unitholders...................... $ 11,106 $ 8,999
Gain on sale of real estate assets.......................... (2,440) --
Gain on sale of land -- Management Company.................. (238) --
---------- ----------
Subtotal............................................... 8,428 8,999
Depreciation:
Real estate assets..................................... 8,852 8,226
Real estate joint venture.............................. 184 183
---------- ----------
Funds from Operations....................................... 17,464 17,408
Recurring capital expenditures (1).......................... (952) (1,039)
---------- ----------
Funds Available for Distribution............................ $ 16,512 $ 16,369
========== ==========
Non-recurring capital expenditures (1) (2).................. $ (943) $ (891)
========== ==========
Cash Flow Provided By (Used In):
Operating Activities................................... $ 14,637 $ 14,401
Investing Activities................................... (11,054) (14,723)
Financing Activities................................... (4,184) 958

Weighted average common units outstanding -- diluted........ 30,889,711 32,769,514
========== ==========
</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 three months ended March 31, 2000
and 1999 primarily consist of : $134,000 and $422,000 for major renovations
in 2000 and 1999, respectively; $41,000 and $166,000 for access gates and
security fences in 2000 and 1999, respectively; and $644,000 and $140,000 in
other revenue enhancement expenditures in 2000 and 1999, respectively.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

There has been no material change in the Operating Partnership's market risk
since the filing of the Operating Partnership's Annual Report on Form 10-K for
the year ended December 31, 1999.

24
<PAGE> 25

PART II

ITEM 2. CHANGES IN SECURITIES

During the three months ended March 31, 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 34,455 shares of Common Stock
pursuant to its Employee Stock Purchase Plan. Summit Properties
contributed the proceeds (approximately $523,000) of these sales to the
Operating Partnership in consideration of an aggregate of 34,455 Common
Units.

B. Summit Properties issued an aggregate of 63,138 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, 63,138 Common Units have been issued to
Summit Properties.

C. Summit Properties issued an aggregate of 8,400 shares of Common Stock
pursuant to the exercise of stock options. Summit Properties contributed
the proceeds (approximately $146,000) of these options to the Operating
Partnership in consideration of an aggregate of 8,400 Common Units.

D. Summit Properties issued an aggregate of 69,679 shares of Common Stock
pursuant to its Dividend Reinvestment and Direct Stock Purchase Plan.
Summit Properties contributed the proceeds (approximately $1.3 million)
of these sales to the Operating Partnership in consideration of an
aggregate of 69,679 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.

25
<PAGE> 26

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

<TABLE>
<S> <C>
10.1 Promissory Note and Security Agreement, dated January 31,
2000, evidencing a loan of $499,813.88 to William B.
McGuire, Jr. for the purpose of purchasing shares of Common
Stock of Summit Properties (incorporated herein by reference
to Exhibit 10.1 to Summit Properties Inc.'s Quarterly Report
on Form 10-Q for the quarterly period ended March 31, 2000,
File No. 1-12792)
10.2 Promissory Note and Security Agreement, dated January 31,
2000, evidencing a loan of $999,995.08 to William F. Paulsen
for the purpose of purchasing shares of Common Stock of
Summit Properties (incorporated herein by reference to
Exhibit 10.2 to Summit Properties Inc.'s Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2000,
File No. 1-12792)
10.3 Promissory Note and Security Agreement, dated January 31,
2000, evidencing a loan of $999,995.08 to Steven R. LeBlanc
for the purpose of purchasing shares of Common Stock of
Summit Properties (incorporated herein by reference to
Exhibit 10.3 to Summit Properties Inc.'s Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2000,
File No. 1-12792)
10.4 Promissory Note and Security Agreement, dated January 31,
2000, evidencing a loan of $499,969.08 to Michael L. Schwarz
for the purpose of purchasing shares of Common Stock of
Summit Properties (incorporated herein by reference to
Exhibit 10.4 to Summit Properties Inc.'s Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2000,
File No. 1-12792)
10.5 Noncompetition Agreement, dated as of February 15, 2000, by
and among Summit Properties, Summit Management Company and
William F. Paulsen (incorporated herein by reference to
Exhibit 10.5 to Summit Properties Inc.'s Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2000,
File No. 1-12792)
10.6 Employment Agreement by and among Summit Properties, Summit
Management Company and William B. McGuire, Jr. (incorporated
herein by reference to Exhibit 10.6 to Summit Properties
Inc.'s Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2000, File No. 1-12792)
10.7 Noncompetition Agreement, dated as of February 15, 2000, by
and among Summit Properties, Summit Management Company and
William B. McGuire, Jr. (incorporated herein by reference to
Exhibit 10.7 to Summit Properties Inc.'s Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2000,
File No. 1-12792)
*12.1 Statement Regarding Calculation of Ratio of Earnings to
Fixed Charges for the Three Months ended March 31, 2000.
*27.1 Financial Data Schedule--Three Months ended March 31, 2000
(for SEC use only)
</TABLE>

- ---------------

* Filed herewith

(b) Reports on Form 8-K

None.

26
<PAGE> 27

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

May 11, 2000 /s/ WILLIAM F. PAULSEN
- -------------------------------------------- --------------------------------------------
(Date) William F. Paulsen,
Chief Executive Officer

May 11, 2000 /s/ MICHAEL L. SCHWARZ
- -------------------------------------------- --------------------------------------------
(Date) Michael L. Schwarz,
Executive Vice President and
Chief Financial Officer
</TABLE>

<PAGE> 1

EXHIBIT 12.1

SUMMIT PROPERTIES PARTNERSHIP, L.P.
CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES THREE MONTHS ENDED
MARCH 31, 2000
(Dollars In thousands)

<TABLE>
<S> <C>
Earnings:
Net Income............................................. $14,211
Interest:
Expense incurred.................................. 8,964
Amortization of deferred financing costs.......... 248
Rental fixed charges.............................. 54
-------
Total............................................. $23,477
=======
Fixed charges:
Interest expense....................................... $ 8,964
Interest capitalized................................... 2,320
Dividends to preferred unitholders in Operating
Partnership........................................... 3,105
Rental fixed charges................................... 54
Amortization of deferred financing costs............... 248
-------
Total............................................. $14,691
=======
Ratio of earnings to fixed charges.......................... 1.60
=======
</TABLE>

<ARTICLE> 5
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 3,529
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 1,313,861
<DEPRECIATION> 137,626
<TOTAL-ASSETS> 1,223,581
<CURRENT-LIABILITIES> 0
<BONDS> 674,958
0
0
<COMMON> 0
<OTHER-SE> 503,148
<TOTAL-LIABILITY-AND-EQUITY> 1,223,581
<SALES> 44,119
<TOTAL-REVENUES> 45,342
<CGS> 0
<TOTAL-COSTS> 14,519
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,212
<INCOME-PRETAX> 14,211
<INCOME-TAX> 0
<INCOME-CONTINUING> 14,211
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 14,211
<EPS-BASIC> .46
<EPS-DILUTED> .46

</TABLE>