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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A-2
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): MARCH 6, 1997
SUMMIT PROPERTIES INC.
(Exact name of Registrant as specified in charter)
MARYLAND 1-12792 56-1857807
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(State or other jurisdiction (Commission File Number) (IRS employer
of incorporation) dentification no.)
212 SOUTH TRYON STREET, SUITE 500, CHARLOTTE, NC 28281
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(Address of principal executive offices)
(Zip Code)
(704) 334-9905
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(Registrant's telephone number, including area code)
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The Current Report on Form 8-K of Summit Properties Inc. (the
"Company") filed on March 6, 1997, as amended, is hereby amended with respect to
the pro forma financial information and certain exhibits.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements under Rule 3-14 of Regulation S-X
(i) Portofino Place, Ltd. (currently Summit Portofino)
Financial Statements and Independent Auditors' Report
December 31,1996 and 1995 *
(ii) Summit Mayfaire Apartments
Historical Summary of Revenues and Direct Operating Expenses
for the Year Ended December 31, 1996 and Independent Auditors'
Report *
(iii) Sand Lake Joint Venture (currently Summit Sand Lake)
Financial Statements as of December 31, 1996, Together with
Report of Independent Certified Public Accountants *
(iv) Summit American Associates (currently Summit Plantation)
Financial Statements and Independent Auditors' Report
December 31, 1995. (While Summit American Associates is
deemed a related party under Rule 3-14 of Regulation S-X,
Financial Statements are filed only for the year ended
December 31, 1995, as such year was the first year of
operations.) *
(b) Pro Forma Financial Information
(i) Summit Properties Inc.
Pro Forma Condensed Consolidated Balance Sheet as of
December 31, 1996 (Unaudited) *
Pro Forma Condensed Consolidated Statement of Earnings for
the Year Ended December 31, 1996 (Unaudited)
(c) Exhibits:
23.1 Consent of Reznick Fedder & Silverman
23.2 Consent of Deloitte & Touche LLP*
23.3 Consent of Arthur Andersen LLP*
23.4 Consent of Reznick Fedder & Silverman*
* Previously filed as a financial statement or exhibit, as applicable, to this
Current Report.
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SUMMIT PROPERTIES INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
YEAR ENDED DECEMBER 31, 1996
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
Acquisition Pro Forma
Historical Acquisitions Adjustments Consolidated
---------------- --------------- ---------------- ----------------
(A) (B)
Revenues:
<S> <C> <C> <C> <C>
Rental $88,864 $8,830 - $97,694
Other property income 4,683 468 - 5,151
Interest and other 942 - ($72)(F) 870
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Total revenues 94,489 9,298 (72) 103,715
Expenses:
Property operating and maintenance 26,403 2,273 (85)(C) 28,591
Real estate taxes and insurance 8,823 972 - 9,795
Depreciation 18,208 1,546 536 (D) 20,290
Interest 17,138 3,031 1,172 (E),(F) 21,341
General and administrative 2,557 - - 2,557
Loss in equity investments 173 - - (G) 173
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Total expenses 73,302 7,822 1,623 82,747
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Income before minority interest of unitholders
in Operating Partnership and extraordinary items 21,187 1,476 (1,695) 20,968
Minority interest of unitholders in Operating
Partnership (3,723) - (12)(H) (3,735)
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Income before extraordinary items 17,464 1,476 (1,707) 17,233
Extraordinary items, net of minority interest of
unitholders in Operating Partnership (516) - - (516)
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Net income $16,948 $1,476 ($1,707) $16,717
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Per share data:
Income before extraordinary items $0.92 $0.88 (I)
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Net income $0.90 $0.86 (I)
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Weighted average shares 18,914,674 19,473,311 (I)
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</TABLE>
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SUMMIT PROPERTIES INC.
NOTES TO PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF EARNINGS
YEAR ENDED DECEMBER 31, 1996
ADJUSTMENTS:
A. Reflects the Summit Properties Inc. Consolidated Statement of Earnings for
the year ended December 31, 1996.
B. Represents the operations of the Acquisition Communities acquired in 1997
for the year ended December 31, 1996 except for Summit Plantation.
Represents the operations of Summit Plantation for the period January 1,
1996 to March 31, 1996 as Summit Plantation was acquired April 1, 1996.
C. Property supervision costs adjusted to 2.5% of revenues. The 2.5% reflects
the Company's historical costs of property supervision. Such costs, as a
percent of property revenues, are not expected to change significantly with
the acquisitions.
D. Includes additional depreciation related to the increase in basis from the
purchases of $536,000.
E. Represents the incremental borrowing cost to finance the acquisitions.
Total pro forma interest expense includes $2.7 million to finance the
acquisitions, $1.2 million related to the Sand Lake note assumed and
$258,000 related to the Summit Plantation note assumed. The purchase of
Summit Plantation was assumed to be financed from the Company's credit
facility at a 6.6% interest rate. All other borrowings to finance the
acquisitions were assumed to be at the then current 10 year treasury rate
plus 100 basis points or 7.8%.
F. Includes a reduction of $72,000 in other income and interest expense for
credit enhancement fees charged by the Company to Summit Plantation from
January 1, 1996 to March 31, 1996.
G. The Company's equity earnings in the Summit Plantation joint venture from
January 1, 1996 to March 31, 1996 was less than $1,000.
H. Based upon 17.81% minority interest (weighted average of 4,220,819 Units
outstanding as a percentage of 23,694,130 shares of Common Stock and Units
outstanding as a result of the acquisitions) for the year ended December
31, 1996.
I. Based upon 19,473,311 weighted average shares of Common Stock issued and
outstanding following the acquisitions.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SUMMIT PROPERTIES INC.
Date: June 5, 1997 By: /s/ William F. Paulsen
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William F. Paulsen
President and Chief Executive Officer
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EXHIBIT INDEX
23.1 Consent of Reznick Fedder & Silverman
23.2 Consent of Deloitte & Touche LLP *
23.3 Consent of Arthur Andersen LLP *
23.4 Consent of Reznick Fedder & Silverman *
* Previously filed as an exhibit to this Current Report.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statements of
Summit Properties Inc. on Form S-3 (File Nos. 33-90704, 33-90706, 33-93540,
333-24669 and 333-25575) and Form S-8 (File Nos. 33-88202 and 333-78) of our
report dated March 3, 1997, on our audit of the financial statements of
Portofino Place, Ltd. for the years ended December 31, 1996 and 1995, which
reports are included in this Form 8-K/A-1.
REZNICK FEDDER & SILVERMAN
Bethesda, Maryland
June 5, 1997
