UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-22411
SUMMIT PROPERTIES PARTNERSHIP, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 56-1857809
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
212 S. TRYON STREET
SUITE 500
CHARLOTTE, NORTH CAROLINA 28281
(Address of principal executive offices) (Zip code)
(704) 334-3000
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since
last report)
Indicate by check whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
SUMMIT PROPERTIES PARTNERSHIP, L.P.
INDEX
PAGE
----
PART I FINANCIAL INFORMATION
Item 1 Financial Statements
Consolidated Balance Sheets as of June 30, 1999 and December 31, 1998 (Unaudited)............3
Consolidated Statements of Earnings for the three and six months ended June 30, 1999 and
1998 (Unaudited).............................................................................4
Consolidated Statement of Partners' Equity for the six months ended June 30,
1999 (Unaudited).............................................................................5
Consolidated Statements of Cash Flows for the six months ended June 30, 1999 and
1998 (Unaudited).............................................................................6
Notes to Consolidated Financial Statements (Unaudited).......................................7
Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations.......14
Item 3 Quantitative and Qualitative Disclosure about Market Risk...................................28
PART II OTHER INFORMATION
Item 2 Changes in Securities.......................................................................29
Item 6 Exhibits and Reports on Form 8-K............................................................29
Signatures..................................................................................30
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SUMMIT PROPERTIES PARTNERSHIP, L.P.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
JUNE 30, DECEMBER 31,
1999 1998
-------------- --------------
ASSETS
Real estate assets:
Land and land improvements ............................... $ 177,953 $ 169,374
Buildings and improvements ............................... 900,777 836,054
Furniture, fixtures and equipment ........................ 68,285 63,963
-------------- --------------
1,147,015 1,069,391
Less: accumulated depreciation .......................... (126,083) (115,128)
-------------- --------------
Operating real estate assets ................... 1,020,932 954,263
Construction in progress ................................. 117,879 137,145
-------------- --------------
Net real estate assets ......................... 1,138,811 1,091,408
Cash and cash equivalents .................................. 3,386 2,837
Restricted cash ............................................ 22,014 91,981
Deferred financing costs, net .............................. 7,118 7,538
Other assets ............................................... 7,167 5,303
-------------- --------------
Total assets ............................................... $ 1,178,496 $ 1,199,067
============== ==============
LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Notes payable ............................................ $ 634,783 $ 726,103
Accrued interest payable ................................. 6,876 6,806
Accounts payable and accrued expenses .................... 23,428 32,745
Distributions payable .................................... 13,551 12,713
Security deposits and prepaid rents ...................... 4,333 4,188
-------------- --------------
Total liabilities .............................. 682,971 782,555
-------------- --------------
Partners' common and preferred equity:
Series B preferred units- 3,400,000 issued
and outstanding ......................................... 82,870 -
Partnership common units issued and outstanding 32,456,738
and 32,242,074 .........................................
General partner - outstanding 324,567 and 322,421 ...... 4,856 4,895
Limited partners - outstanding 32,132,171 and
31,919,653 .......................................... 407,799 411,617
-------------- --------------
495,525 416,512
-------------- --------------
Total liabilities and partners' equity ..................... $ 1,178,496 $ 1,199,067
============== ==============
See notes to consolidated financial statements.
3
SUMMIT PROPERTIES PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF EARNINGS
(DOLLARS IN THOUSANDS EXCEPT FOR PER SHARE DATA)
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
--------------------------- ------------------------------
1999 1998 1999 1998
------------- ------------ -------------- --------------
Revenues:
Rental ........................................................ $ 41,001 $ 32,423 $ 80,814 $ 63,796
Other property income ......................................... 2,683 1,894 4,926 3,589
Interest ...................................................... 799 180 1,833 278
Other income .................................................. 74 74 133 147
------------- ------------ -------------- --------------
Total revenues .......................................... 44,557 34,571 87,706 67,810
------------- ------------ -------------- --------------
Expenses:
Property operating and maintenance:
Personnel ................................................... 3,359 2,681 6,433 5,110
Advertising and promotion ................................... 644 595 1,250 1,106
Utilities ................................................... 2,061 1,450 4,127 2,883
Building repairs and maintenance ............................ 2,157 2,408 4,122 4,478
Real estate taxes and insurance ............................. 4,553 3,401 9,031 6,870
Depreciation ................................................ 8,604 6,861 16,857 13,401
Property supervision ........................................ 1,057 842 2,045 1,641
Other operating expenses .................................... 690 915 1,509 1,840
------------- ------------ -------------- --------------
23,125 19,153 45,374 37,329
Interest ...................................................... 9,973 7,661 20,470 14,959
General and administrative .................................... 962 735 2,042 1,536
Loss (income) in equity investments:
Summit Management Company ................................... 292 (115) 609 (43)
Real estate joint venture ................................... 5 - 13 -
------------- ------------ -------------- --------------
Total expenses .......................................... 34,357 27,434 68,508 53,781
------------- ------------ -------------- --------------
Income before extraordinary items and gain on sale
of real estate assets ....................................... 10,200 7,137 19,198 14,029
Gain on sale of real estate assets .............................. 6,307 8,731 6,307 8,731
------------- ------------ -------------- --------------
Income before extraordinary items ............................... 16,507 15,868 25,505 22,760
Extraordinary items ............................................. - - - (185)
------------- ------------ -------------- --------------
Net income ...................................................... 16,507 15,868 25,505 22,575
Dividends to Series B preferred unitholders ..................... (1,317) - (1,317) -
------------- ------------ -------------- --------------
Income available to common unitholders ......................... 15,190 15,868 24,188 22,575
Income available to common unitholders allocated to general
partner ...................................................... (152) (159) (242) (226)
------------- ------------ -------------- --------------
Income available to common unitholders allocated to limited
partners ..................................................... $ 15,038 $ 15,709 $ 23,946 $ 22,349
============= ============ ============== ==============
Per unit data:
Income before extraordinary items - basic and diluted ......... $ 0.50 $ 0.55 $ 0.78 $ 0.80
============= ============ ============== ==============
Extraordinary items - basic and diluted ....................... - - - $ (0.01)
============= ============ ============== ==============
Net income - basic and diluted ................................ $ 0.50 $ 0.55 $ 0.78 $ 0.79
============= ============ ============== ==============
Dividends to Series B preferred unitholders- basic and
diluted .................................................... $ (0.04) - $ (0.04) -
============= ============ ============== ==============
Income available to common unitholders- basic and diluted ..... $ 0.46 $ 0.55 $ 0.74 $ 0.79
============= ============ ============== ==============
Distributions declared ........................................ $ 0.42 $ 0.41 $ 0.84 $ 0.82
============= ============ ============== ==============
Weighted average common units - basic ......................... 32,820,366 28,785,476 32,792,151 28,449,861
============= ============ ============== ==============
Weighted average common units - diluted ....................... 32,856,145 28,810,928 32,813,134 28,478,149
============= ============ ============== ==============
See notes to consolidated financial statements.
4
SUMMIT PROPERTIES PARTNERSHIP, L.P.
CONSOLIDATED STATEMENT OF PARTNERS' EQUITY
(DOLLARS IN THOUSANDS)
(UNAUDITED)
COMMON UNITS
----------------------------------
SERIES B GENERAL LIMITED
PREFERRED UNITS PARTNER PARTNERS TOTAL
------------------ ---------------- ---------------- ---------------
Balance, December 31, 1998 ............................... $ - $ 4,895 $ 411,617 $ 416,512
Distributions to common unitholders .................. - (275) (27,207) (27,482)
Contributions from Summit Properties related to:
Proceeds from dividend and stock purchase plans .... - 116 11,517 11,633
Exercise of stock options .......................... - 1 78 79
Repurchase of Summit Properties common stock........ - (105) (10,396) (10,501)
Amortization of restricted stock grants ............ - 3 316 319
Net Proceeds from Series B preferred units ........... 82,870 - - 82,870
Issuance of employee notes receivable ................ - (23) (2,272) (2,295)
Repayments of employee notes receivable .............. - 2 200 202
Distributions to Series B preferred unitholders ...... - (13) (1,304) (1,317)
Net income ........................................... - 255 25,250 25,505
================== ================ ================ ===============
Balance, June 30, 1999 ................................... $ 82,870 $ 4,856 $ 407,799 $ 495,525
================== ================ ================ ===============
See notes to consolidated financial statements.
5
SUMMIT PROPERTIES PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
SIX MONTHS ENDED JUNE 30,
1999 1998
---------------- ----------------
Cash flows from operating activities:
Net income ................................................................. $ 25,505 $ 22,575
Adjustments to reconcile net income to net cash ............................
provided by operating activities:
Extraordinary items ...................................................... - 185
Loss (income) in equity method investments ............................... 622 (43)
Gain on sale of real estate assets ....................................... (6,307) (8,731)
Depreciation and amortization ............................................ 17,245 14,097
Increase in restricted cash .............................................. (3,220) (104)
Increase in other assets ................................................. (404) (1,494)
Increase (decrease) in accrued interest payable .......................... 70 (190)
(Decrease) increase in accounts payable and accrued expenses ............. (5,896) 3,428
Increase in security deposits and prepaid rents .......................... 145 361
---------------- ----------------
Net cash provided by operating activities .................... 27,760 30,084
---------------- ----------------
Cash flows from investing activities:
Construction of real estate assets, net of payables ........................ (65,063) (56,921)
Proceeds from disposal of Communities ...................................... 79,103 17,619
Purchase of Communities .................................................... - (48,930)
Capitalized interest ....................................................... (3,476) (2,628)
Recurring capital expenditures ............................................. (3,191) (2,761)
Non-recurring capital expenditures ......................................... (2,286) (1,487)
---------------- ----------------
Net cash used in investing activities ........................ 5,087 (95,108)
---------------- ----------------
Cash flows from financing activities:
Net (repayments) borrowings on line of credit .............................. (98,508) 78,575
Net borrowings on unsecured bonds .......................................... 24,748 -
Repayment of mortgage debt ................................................. (2,539) (14,060)
Repayments of tax exempt bonds ............................................. (540) (840)
Distributions to common unitholders ........................................ (26,656) (22,746)
Distributions to Series B preferred unitholders ............................ (1,317) -
Increase in employee notes receivable ...................................... (2,295) (948)
Repayments of employe notes receivable ..................................... 202 -
Net proceeds from Series B preferred units ................................. 82,870 -
Contributions from Summit Properties related to:
Proceeds from dividend and stock purchase plans .......................... 11,633 23,368
Decrease in advance proceeds from direct stock purchase plan ............. (9,474) -
Repurchase of Summit Properties common stock ............................. (10,501) -
Exercise of stock options ................................................ 79 499
---------------- ----------------
Net cash provided by financing activities .................... (32,298) 63,848
---------------- ----------------
Net increase in cash and cash equivalents ................................... 549 (1,176)
Cash and cash equivalents, beginning of period ............................... 2,837 3,563
================ ================
Cash and cash equivalents, end of period ..................................... $ 3,386 $ 2,387
================ ================
Supplemental disclosure of cash flow
information - Cash paid for interest, net of capitalized interest .......... $ 19,905 $ 14,637
================ ================
See notes to consolidated financial statements.
6
SUMMIT PROPERTIES PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared by the
management of Summit Properties Partnership, L.P . (the "Operating Partnership")
in accordance with generally accepted accounting principles for interim
financial information and in conformity with the rules and regulations of the
Securities and Exchange Commission. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting only of normal recurring adjustments) considered necessary for a
fair presentation have been included. The results of operations for the six
months ended June 30, 1999 are not necessarily indicative of the results that
may be expected for the full year. These financial statements should be read in
conjunction with the Operating Partnership's December 31, 1998 audited financial
statements and notes thereto included in the Operating Partnership's Annual
Report on Form 10-K.
The Operating Partnership conducts the business of developing, acquiring and
managing multi-family apartment communities for Summit Properties Inc. ("Summit
Properties"). Summit Properties is the sole general partner and majority owner
of the Operating Partnership. Summit Properties is a self-administered and
self-managed equity real estate investment trust ("REIT").
COMPREHENSIVE INCOME
Statement of Financial Accounting Standard No. 130, "Reporting Comprehensive
Income" (SFAS 130), presents standards for the reporting and display of
comprehensive income and its components. Besides net income, SFAS 130 requires
the reporting of other comprehensive income, defined as revenues, expenses,
gains and losses that are not included in net income under generally accepted
accounting principles. Comprehensive income is the same as net income for all
periods presented.
DERIVATIVE INSTRUMENT AND HEDGING ACTIVITIES
Statement of Financial Accounting Standard No. 133, "Accounting for Derivative
Instruments and Hedging Activities" (SFAS 133), presents standards for
accounting for derivative instruments. SFAS 133 is effective for all fiscal
quarters of fiscal years beginning after June 15, 2000. The Operating
Partnership currently holds no derivative instruments and, accordingly, does not
expect SFAS 133 to have an effect on the Operating Partnership's financial
position and results of operations.
CHANGE IN ACCOUNTING POLICY
Effective January 1, 1999, the Operating Partnership implemented prospectively a
new accounting policy whereby expenditures for carpet are capitalized and
depreciated over their estimated useful lives. Previously, the cost of carpet
replacements had been expensed. The Operating Partnership believes that the
newly adopted accounting policy is preferable as it is consistent with the
standards and practices utilized by the majority of the Operating Partnership's
peers and provides a better matching of expenses with the related benefit of the
expenditure. The change in accounting policy is being treated as a change in
accounting estimate. The effect of the change in the accounting policy for
carpet for the three and six months ended June 30, 1999 was an increase in net
income of $422,000 and $733,000, respectively, or $0.01 and $0.02 per basic and
diluted share, respectively.
RECLASSIFICATIONS
Certain reclassifications have been made to the 1998 financial statements to
conform to the 1999 presentation.
2. REAL ESTATE JOINT VENTURES
The Operating Partnership obtained a 25% interest in a joint venture named
Station Hill, LLC, a North Carolina limited liability company ("Station Hill"),
the membership of which is comprised of the Operating Partnership and a wholly
owned subsidiary of a major financial services company, in exchange for the
contribution of two communities in December, 1998. Station Hill also owns, and
the Operating Partnership thereby holds a 25% interest in, five apartment
communities previously 100% owned by the Operating Partnership. These five
communities were sold by the Operating Partnership to Hollow Creek, LLC on
December 16, 1998 and were concurrently contributed to Station Hill by Hollow
Creek, LLC for a 75% joint venture interest. The Operating Partnership's initial
investment in Station Hill was reduced to zero when the Operating Partnership
eliminated the portion of the gain on disposal related to the percentage of
joint venture ownership interest retained. Station Hill is accounted for on the
equity method of accounting.
7
2. REAL ESTATE JOINT VENTURES -- (CONTINUED)
The Operating Partnership owns a 49% interest in each of two joint ventures
("Construction Projects"). Each joint venture is developing an apartment
community which will be accounted for under the equity method of accounting. The
projects are both under construction and had no material operations as of June
30, 1999. The construction costs are being funded primarily through separate
loans to each joint venture from unrelated third parties equal to 100% of the
construction costs. During the construction period, in lieu of equity
contribution 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 loan by an amount not to exceed 25% of the total construction loan
amount. Any such contribution would be deemed to be all or a portion of the
equity required to be contributed by the Operating Partnership to the respective
joint venture at the end of the construction and lease up period. The Operating
Partnership has the right to purchase its joint venture partner's interest after
the projects are complete.
The following is a condensed balance sheet for each of the real estate joint
ventures at June 30, 1999 and an income statement for the six months ended June
30, 1999 for the Station Hill joint venture, as the Construction Projects had no
material operations during the period. The balance sheets and income statement
set forth below reflect the operations of the joint ventures in their entirety,
not only the Operating Partnership's respective interests therein:
Balance Sheet
(in thousands)
----------------------------------
Station Construction
Hill Projects
---------------- ----------------
Cash and cash equivalents ....................... $1,906 $31
Real estate assets other than construction in
progress ..................................... 90,320 -
Construction in progress ........................ - 26,006
Other assets .................................... 462 23
================ ================
Total assets ................................ $92,688 $26,060
================ ================
Mortgage payable ................................ $69,842 $ -
Construction loan payable ....................... - 23,971
Construction liabilities payable ................ - 1,960
Other liabilities ............................... 1,281 212
Partners' capital ............................... 21,565 (83)
---------------- ----------------
Total liabilities and partners' capital ..... $92,688 $26,060
================ ================
Income
Statement
(in thousands)
----------------
Station Hill
----------------
Revenues ....................................... $5,863
Expenses:
Property operating ......................... 2,064
Depreciation and amortization .............. 1,488
Interest ................................... 2,345
----------------
Total expenses ........................... 5,897
----------------
Net loss ....................................... ($34)
================
3. COMMUNITY DISPOSITIONS
On June 18, 1999, the Operating Partnership sold an apartment community in
Bradenton, Florida, formerly known as Summit Hampton (352 apartment homes), for
$17.1 million. The disposition of Summit Hampton resulted in the recognition of
a gain on sale of $5.4 million. The net proceeds of $4.4 million, net of
tax-exempt bond assumption of $12.3 million, were placed into escrow with a
qualified intermediary in accordance with like-kind exchange income tax rules
and regulations and are expected to be used to fund future development
communities.
On June 24, 1999, the Operating Partnership sold an apartment community in
Goldsboro, North Carolina, formerly known as Summit Oak (100 apartment homes),
for $4.1 million. The disposition of Summit Oak resulted in the recognition of a
gain on sale of $907,000. The net proceeds of $1.5 million, net of mortgage
assumption of $2.5 million, were placed into escrow with a qualified
intermediary in accordance with like-kind exchange income tax rules and
regulations and are expected to be used to fund future development communities.
8
4. NOTES PAYABLE
The Operating Partnership has established a program for the sale of up to $95
million aggregate principal amount of Medium-Term Notes due nine months or more
from the date of issuance (the "MTN Program"). On March 18, 1999, the Operating
Partnership sold $25 million of notes under the MTN Program. Such notes are due
on March 16, 2009 and bear interest at 7.59% per year. Proceeds from the notes
issued were used to reduce the Operating Partnership's unsecured line of credit.
The Operating Partnership has issued Medium-Term Notes with an aggregate
principal amount of $80 million ($55 million of which was issued during 1998) of
the $95 million aggregate principal amount of Medium-Term Notes registered in
connection with the MTN Program as of June 30, 1999. In July 1999, Summit
Properties and the Operating Partnership filed a shelf registration statement
with the Securities and Exchange Commission pursuant to which the Operating
Partnership may issue debt securities with an aggregate public offering price of
up to $250,000,000. The shelf registration statement was declared effective by
the Securities and Exchange Commission on August 6, 1999. The Operating
Partnership intends to establish a similar program for the sale of Medium-Term
Notes under such registration statement, pursuant to which the Operating
Partnership may issue Medium-Term Notes from time to time in the future subject
to market conditions and other factors.
5. RESTRICTED STOCK
During the six months ended June 30, 1999 and 1998, Summit Properties granted
21,581 and 5,092 shares, respectively, of restricted stock to employees of the
Operating Partnership and its subsidiaries under Summit Properties' 1994 Stock
Option and Incentive Plan. The market value of the restricted stock grants
awarded in 1999 and 1998 totaled $364,000 and $106,000, respectively, which has
been recorded as unamortized restricted stock compensation and is shown as a
separate component of partners' equity. Unearned compensation related to these
restricted stock grants is being amortized to expense over the vesting period
which ranges from three to five years.
6. SUPPLEMENTAL CASH FLOW INFORMATION
Non-cash investing and financing activities for the six months ended June 30,
1999 and 1998 are as follows:
A. The Operating Partnership sold two communities during the six months
ended June 30, 1999 receiving net proceeds of $5.9 million which were placed
in escrow with a qualified intermediary in accordance with like-kind
exchange income tax rules and regulations. Such proceeds are shown in the
balance sheet caption "Restricted cash" and will be used to fund the future
development of communities. The respective purchasers of these two
communities assumed the related outstanding debt balances associated with
such communities of $14.8 million.
B. The Operating Partnership purchased Summit St. Clair effective March 1,
1998 and Summit Club at Dunwoody on May 22, 1998 by issuing 259,871 common
units of limited partnership interest in the Operating Partnership ("Common
Units"), assuming certain liabilities and paying cash. The recording of the
purchases is summarized as follows (in thousands):
Fixed assets............................................ $54,465
Current liabilities assumed............................. (322)
Value of Units issued................................... (5,213)
-------
Cash invested........................................... $48,930
=======
C. The Operating Partnership sold a community (formerly Summit Providence)
on May 18, 1998 for net proceeds of approximately $23.9 million. A gain on
sale of $8.7 million was recognized. The proceeds of the sale were used to
partially fund the acquisition of Summit Club at Dunwoody.
D. The Operating Partnership accrued distributions payable in the amounts of
$13.6 million and $11.8 million at June 30, 1999 and 1998, respectively.
E. Summit Properties issued 21,581 and 5,092 shares of restricted stock
valued at $364,000 and $106,000 during the six months ended June 30, 1999
and 1998, respectively, to employees of the Operating Partnership and its
subsidiaries.
9
7. COMMITMENTS
The Operating Partnership has ten development projects currently under
construction representing a total estimated cost of $189.7 million. The
estimated cost to complete the projects is $110.9 million at June 30, 1999.
8. EXTRAORDINARY ITEMS
The extraordinary items in the six months ended June 30, 1998 resulted from the
write-off of deferred financing costs in conjunction with the replacement by the
Operating Partnership of its prior credit facility with a new credit facility as
well as prepayment penalties on four mortgage notes which were repaid during the
period.
9. EARNINGS PER UNIT
The only difference between "basic" and "diluted" weighted average common units
is the dilutive effect of Summit Properties' stock options outstanding (35,779
and 20,983 units added to weighted common units outstanding for the three and
six months ended June 30, 1999, respectively, and 25,452 and 28,288 units added
to weighted common units outstanding for the three and six months ended June 30,
1998, respectively).
10. BUSINESS SEGMENTS
Effective December 31, 1998, the Operating Partnership adopted Statement of
Financial Accounting Standard No. 131, "Disclosures about Segments of an
Enterprise and Related Information" (SFAS 131). SFAS 131 establishes standards
for the manner in which public enterprises report information about operating
segments in financial statements. SFAS 131 also establishes standards for
related disclosures about products and services, geographic areas and major
customers. The adoption of SFAS 131 did not affect the Operating Partnership's
results of operations or financial position.
The Operating Partnership reports as a single business segment with activities
related to the ownership, development, acquisition and management of "Class A"
luxury apartments primarily in the southeastern, southwestern and mid-atlantic
United States. The Operating Partnership uses Funds from Operations ("FFO") as a
performance measure. The Operating Partnership computes FFO in accordance with
the definition approved by the National Association of Real Estate Investment
Trusts ("NAREIT").
10
Information for the apartment communities for the three and six months ended
June 30, 1999 and 1998 is summarized below (dollars in thousands):
Three Months Ended June 30, Three Months Ended June 30,
1999 1998
----------------------------------------------- ---------------------------------------------
Apartment Corporate/ Apartment Corporate/
Operations Other Total Operations Other Total
---------- ---------- ----- ---------- ---------- -----
Revenues:
Rental and other property income . $ 43,684 $ - $ 43,684 $ 34,317 $ - $ 34,317
Interest and other income ........ - 873 873 - 254 254
------------------ -------------- ------------- ---------------- -------------- -------------
Total revenues .................. 43,684 873 44,557 34,317 254 34,571
Operating expenses:
Property operating expenses ...... 14,521 - 14,521 12,292 - 12,292
Interest ......................... - 9,973 9,973 7,661 7,661
General and administrative ....... - 962 962 - 735 735
Depreciation - other ............. - 27 27 - 19 19
Loss (income) on equity
investments ................... 5 292 297 - (115) (115)
------------------ -------------- ------------- ---------------- -------------- -------------
Total operating expenses ........ 14,526 11,254 25,780 12,292 8,300 20,592
Dividends to Series B preferred
unitholders ...................... - (1,317) (1,317) - - -
Depreciation - joint venture ........ 184 - 184 - - -
------------------ -------------- ------------- ---------------- -------------- -------------
Funds from Operations ............... 29,342 (11,698) 17,644 22,025 (8,046) 13,979
Depreciation - apartments ........... (8,577) - (8,577) (6,842) - (6,842)
Depreciation - joint venture ........ (184) - (184) - - -
Gain on sale of real estate assets .. 6,307 - 6,307 8,731 - 8,731
Extraordinary items ................. - - - - - -
================== ============== ============= ================ ============== =============
Income available to common
unitholders ...................... $ 26,888 $ (11,698) $ 15,190 $ 23,914 $ (8,046) $ 15,868
================== ============== ============= ================ ============== =============
Capital investments (1) ............. $ 73,898 $ 118 $ 74,016 $ 112,647 $ 80 $ 112,727
================== ============== ============= ================ ============== =============
Assets .............................. $1,172,666 $ 5,443 $1,178,109 $ 919,357 $ 3,433 $ 922,790
================== ============== ============= ================ ============== =============
(1) Capital investments includes investments made during the year for the
construction of new communities, acquisition of communities as well as capital
expenditures on existing properties.
11
Six Months Ended June 30, Six Months Ended June 30,
1999 1998
--------------------------------------------- ----------------------------------------------
Apartment Corporate/ Apartment Corporate/
Operations Other Total Operations Other Total
---------- ---------- ----- ---------- --------- -----
Revenues:
Rental and other property income . $ 85,740 $ - $ 85,740 $ 67,385 $ - $ 67,385
Interest and other income ........ - 1,966 1,966 - 425 425
---------------- -------------- ------------- ---------------- -------------- --------------
Total revenues .................. 85,740 1,966 87,706 67,385 425 67,810
Operating expenses:
Property operating expenses ...... 28,517 - 28,517 23,928 - 23,928
Interest ......................... - 20,470 20,470 14,959 14,959
General and administrative ....... - 2,042 2,042 - 1,536 1,536
Depreciation - other ............. - 53 53 - 38 38
Loss (income) on equity
investments ................... 13 609 622 - (43) (43)
---------------- -------------- ------------- ---------------- -------------- --------------
Total operating expenses ........ 28,530 23,174 51,704 23,928 16,490 40,418
Dividends to Series B preferred
unitholders ...................... - (1,317) (1,317) - - -
Depreciation - joint venture ........ 367 - 367 - - -
---------------- -------------- ------------- ---------------- -------------- --------------
Funds from Operations ............... 57,577 (22,525) 35,052 43,457 (16,065) 27,392
Depreciation - apartments ........... (16,804) - (16,804) (13,363) - (13,363)
Depreciation - joint venture ........ (367) - (367) - - -
Gain on sale of real estate assets .. 6,307 - 6,307 8,731 - 8,731
Extraordinary items ................. - - - - (185) (185)
================ ============== ============= ================ ============== ==============
Income available to common
unitholders ...................... $ 46,713 $ (22,525) $ 24,188 $ 38,825 $ (16,254) $ 22,575
================ ============== ============= ================ ============== ==============
Capital investments (1) ............. $ 73,898 $ 118 $ 74,016 $ 112,647 $ 80 $ 112,727
================ ============== ============= ================ ============== ==============
Assets .............................. $1,172,666 $ 5,443 $1,178,109 $ 919,357 $ 3,433 $ 922,790
================ ============== ============= ================ ============== ==============
(1) Capital investments includes investments made during the year for the
construction of new communities, acquisition of communities as well as capital
expenditures on existing properties.
12
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 Summit Properties' 8.95% Series B Cumulative Redeemable Perpetual
Preferred Stock ("Series B Preferred Shares") on a one-for-one basis. Holders of
the Series B Preferred Units may exercise their exchange right (a) at any time
on or after April 29, 2009, (b) at any time if full quarterly distributions are
not made for six quarters, or (c) upon the occurrence of particular specified
events related to the treatment of the Operating Partnership or the Series B
Preferred Units for federal income tax purposes. The Operating Partnership may
redeem the Series B Preferred Units at any time on or after April 29, 2004 for
cash at a redemption price of $25.00 per unit, plus all accumulated, accrued and
unpaid distributions or dividends. In lieu of cash, the Operating Partnership
may elect to deliver Series B Preferred Shares on a one-for-one basis, plus an
amount equal to all accumulated, accrued and unpaid distributions or dividends.
The Series B Preferred Units have no stated maturity, are not subject to any
sinking fund or mandatory redemption and are not convertible into any other
securities of Summit Properties or the Operating Partnership. Distributions on
the Series B Preferred Units are cumulative from the date of original issuance
and are payable quarterly at the rate of 8.95% per annum of the $25.00 original
capital contribution. Holders of the Series B Preferred Units received a
distribution in the aggregate amount of approximately $1.3 million on June 30,
1999.
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 is authorized to
purchase up to $50 million of its currently issued and outstanding par value
$0.01 per share common stock ("Common Stock"). All repurchases have and will be
made on the open market at prevailing prices. This authority may be exercised
from time to time and in such amounts as market conditions warrant. During the
six months ended June 30, 1999, Summit Properties repurchased 534,300 shares of
Common Stock for an aggregate purchase price of approximately $10.5 million, an
average price of $19.64 per share.
13. SUBSEQUENT EVENTS
Summit Properties has repurchased 730,300 shares of Common Stock at an average
price per share of $20.18, or an aggregate purchase price of approximately $14.7
million, during the period from July 1 to August 9, 1999.
On August 11, 1999, the Operating Partnership sold an apartment Community in
Greenville, South Carolina, formerly known as Summit Beacon Ridge (144 apartment
homes), for $7.6 million. The net proceeds of $7.4 million were placed into
escrow with a qualified intermediary in accordance with like-kind exchange
income tax rules and regulations and are expected to be used to fund future
development communities. The Operating Partnership does not expect to record a
loss on the disposition of this Community.
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 (the "Securities Act"),
and Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including, without limitation, statements relating to the
operating performance of fully stabilized Communities, development activities of
the Operating Partnership and the implementation of the Operating Partnership's
plan to address Year 2000 issues. The Operating Partnership intends such
forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements contained in the Private Securities Reform Act of
1995, and is including this statement for purposes of complying with these safe
harbor provisions. Forward-looking statements, which are based on certain
assumptions and describe future plans, strategies and expectations of the
Operating Partnership, are generally identifiable by use of the words "believe,"
"expect," "intend," "anticipate," "estimate," "project" or similar expressions.
The Operating Partnership's ability to predict results or the actual effect of
future plans or strategies is inherently uncertain. Although the Operating
Partnership believes that the expectations reflected in such forward-looking
statements are based on reasonable assumptions, the Operating Partnership's
actual results and performance of stabilized and development communities and the
actual costs, progress and expenses with respect to its plan to address Year
2000 issues could differ materially from those set forth in the forward-looking
statements. Factors which could have a material adverse effect on the operations
and future prospects of the Operating Partnership include, but are not limited
to, changes in: economic conditions generally and the real estate market
specifically, legislative/regulatory changes (including changes to laws
governing the taxation of real estate investment trusts ("REITs")), availability
of capital, interest rates, construction delays due to unavailability of
materials, weather conditions or other delays, competition, supply and demand
for apartment communities in the Operating Partnership's current and proposed
market areas, expenses of or delays in the identification and upgrade or
replacement by the Operating Partnership of its non-Year 2000 compliant computer
information systems and computer systems that do not relate to information
technology, but include embedded technology, the Year 2000 compliance of vendors
(including vendors of the Operating Partnership's computer information systems
and such as local and regional electricity, natural gas and telecommunications
providers) or third party service providers (including the Operating
Partnership's primary bank and payroll processor), generally accepted accounting
principles, policies and guidelines applicable to REITs, and those factors
discussed in the section entitled "Development Activity -- Certain Factors
Affecting the Performance of Development Communities" and in the section
entitled "Year 2000" on page 24 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. Where appropriate, comparisons are made on a "fully stabilized
Communities," "acquisition Communities," "stabilized development Communities"
and "Communities in lease-up" basis in order to adjust for changes in the number
of apartment homes. A Community is deemed to be "stabilized" when it has
attained a physical occupancy level of at least 93%. A Community which the
Operating Partnership has acquired is deemed "fully stabilized" when owned by
the Operating Partnership for one year or more as of the beginning of the year.
A Community which the Operating Partnership has developed is deemed "fully
stabilized" when stabilized for the two prior years as of the beginning of the
current year. A Community is deemed to be a "stabilized development" when
stabilized as of the beginning of the current year but not the entire two prior
years. All Communities information presented is before real estate depreciation
and amortization expense. Communities' average physical occupancy presented is
defined as the number of apartment homes occupied divided by the total number of
apartment homes contained in the Communities, expressed as a percentage. Average
physical occupancy has been calculated using the average of the occupancy that
existed on Sunday during each week of the period. Average monthly rental revenue
presented represents the average monthly net rental revenue per occupied
apartment home. The Operating Partnership's methodology for calculating average
physical occupancy and average monthly rental revenue may differ from the
methodology used by other equity REITs and, accordingly, may not be comparable
to such other REITs.
Effective January 1, 1999, the Operating Partnership implemented prospectively a
new accounting policy whereby the cost of carpet replacements is capitalized and
depreciated over their estimated useful lives. Previously, the cost of carpet
replacement had been expensed. The Operating Partnership believes that the newly
adopted accounting policy is preferable as it is consistent with standards and
practices utilized by the majority of the Operating Partnership's peers and
provides a better matching of expenses with the related benefit of the
expenditure. The change in accounting policy is being treated prospectively as a
change in accounting estimate. The effect of the change in the accounting policy
for carpet for the three and six months ended June 30, 1999 was an increase in
net income of $422,000 and $733,000, respectively. Comparative property
operating information for the three and six months ended June 30, 1998 has been
adjusted to reflect the 1999 change in accounting policy. Carpet replacement
expenditures for the three and six months ended June 30, 1998 for the entire
portfolio of communities were $432,000 and $770,000, respectively.
14
RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1999 AND 1998
For the three and six months ended June 30, 1999, income before gain on sale of
real estate assets and extraordinary items increased $3.1 million and $5.2
million, respectively, to approximately $10.2 million and $19.2 million,
respectively, from the three and six months ended June 30, 1998.
OPERATING PERFORMANCE OF THE OPERATING PARTNERSHIP'S PORTFOLIO OF COMMUNITIES
The operating performance of the Communities for the three and six months ended
June 30, 1999 and 1998 is summarized below (dollars in thousands):
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
----------------------------------- --------------------------------------
1999 1998 % CHANGE 1999 1998 % CHANGE
---------- ---------- ----------- ------------ ----------- -----------
Property revenues:
Fully stabilized communities ........... $23,484 $22,144 6.1% $46,601 $44,304 5.2%
Acquisition communities ................ 8,985 1,325 578.1% 18,016 1,660 985.3%
Stabilized development communities ..... 6,110 5,369 13.8% 12,092 10,241 18.1%
Communities in lease-up ................ 4,425 351 1160.7% 7,510 653 1050.1%
Communities sold ....................... 680 5,128 -86.7% 1,521 10,527 -85.5%
---------- ---------- ------------ -----------
Total property revenues .................... 43,684 34,317 27.3% 85,740 67,385 27.2%
---------- ---------- ------------ -----------
Property operating and maintenance expense:
Fully stabilized communities ........... 7,921 7,702 2.8% 15,656 15,215 2.9%
Acquisition communities ................ 3,044 336 806.0% 6,119 426 1336.4%
Stabilized development communities ..... 1,857 1,707 8.8% 3,751 3,239 15.8%
Communities in lease-up ................ 1,383 191 624.1% 2,305 310 643.5%
Communities sold ....................... 316 1,953 -83.8% 686 4,022 -82.9%
---------- ---------- ------------ -----------
Total property operating and
maintenance expense ...................... 14,521 11,889 22.1% 28,517 23,212 22.9%
---------- ---------- ------------ -----------
Property operating income .................. $29,163 $22,428 30.0% $57,223 $44,173 29.5%
========== ========== ============ ===========
Apartment homes, end of period ............. 17,829 16,263 9.6% 17,829 16,263 9.6%
========== ========== ============ ===========
A summary of the Operating Partnership's apartment homes for the six months ended June 30, 1999 and 1998 is as
follows:
1999 1998
------------ ------------
Apartment homes at January 1 ............................................ 18,001 14,980
Developments which began rental operations during the period ............ 280 1,067
Sale of apartment homes ................................................. (452) (444)
Acquisitions ............................................................ - 660
============ ============
Apartment homes at June 30 .............................................. 17,829 16,263
============ ============
15
OPERATING PERFORMANCE OF THE OPERATING PARTNERSHIP'S FULLY STABILIZED
COMMUNITIES
The operating performance of the 41 Communities stabilized since January 1, 1997
in each of the three and six months ended June 30, 1999 and 1998, respectively,
are summarized below (dollars in thousands except average monthly rental
revenue):
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
----------------------------------- ------------------------------------
1999 1998 % CHANGE 1999 1998 % CHANGE
----------- ----------- ----------- ----------- ----------- -----------
Property revenues:
Rental ................................. $21,952 $20,939 4.8% $43,762 $42,003 4.2%
Other .................................. 1,532 1,205 27.1% 2,839 2,301 23.4%
----------- ----------- ----------- -----------
Total property revenues ................... 23,484 22,144 6.1% 46,601 44,304 5.2%
----------- ----------- ----------- -----------
Property operating and maintenance expense:
Personnel .............................. 1,828 1,705 7.2% 3,454 3,274 5.5%
Advertising and promotion .............. 306 332 -7.8% 612 635 -3.6%
Utilities .............................. 1,135 1,183 -4.1% 2,269 2,380 -4.7%
Building repairs and maintenance (1) ... 1,345 1,315 2.3% 2,650 2,523 5.0%
Real estate taxes and insurance ........ 2,344 2,276 3.0% 4,670 4,600 1.5%
Property supervision ................... 581 552 5.3% 1,151 1,102 4.4%
Other operating expense ................ 382 339 12.7% 850 701 21.3%
----------- ----------- ----------- -----------
Total property operating and
maintenance expense ..................... 7,921 7,702 2.8% 15,656 15,215 2.9%
=========== =========== =========== ===========
Property operating income ................. $15,563 $14,442 7.8% $30,945 $29,089 6.4%
=========== =========== =========== ===========
Average physical occupancy ................ 94.0% 91.9% 2.2% 93.9% 92.4% 1.6%
=========== =========== =========== ===========
Average monthly rental revenue ............ $808 $794 1.8% $807 $790 2.2%
=========== =========== =========== ===========
Number of apartment homes ................. 9,820 9,820 9,820 9,820
=========== =========== =========== ===========
(1) Effective January 1, 1999, the Operating Partnership
implemented prospectively a new accounting policy whereby
expenditures for carpets are capitalized. Previously, the cost of
carpet replacement had been expensed. The change in accounting
policy has been treated as a change in accounting estimate and,
accordingly, the 1998 historical financial statements have not been
restated to reflect the change. However, for comparative purposes
only, fully stabilized Communities building repairs and maintenance
cost for the three and six months ended June 30, 1998 has been
adjusted in the table above to reflect the new policy. Carpet
replacement costs were $338,000 and $321,000 for the three months
ended June 30, 1999 and 1998, respectively, and $623,000 and
$567,000 for the six months ended June 30, 1999 and 1998,
respectively.
The increase in rental revenue from fully stabilized Communities was
primarily the result of increases in average rental rates and increased
occupancy. The higher revenues were primarily in the Operating
Partnership's Florida, Atlanta, Georgia, Washington D.C. metro and
Richmond, Virginia markets. Property operating and maintenance costs
increased by 2.8% and 2.9% during the three and six months ended June 30,
1999 as compared to the same periods in 1998 primarily due to the addition
of Communities during 1998 (see "Operating Performance of the Operating
Partnership's Acquisition Communities" below). As a percentage of total
property revenue, property operating and maintenance expenses decreased for
the three month period from 34.8% in 1998 to 33.7% in 1999. For the six
month period, property operating and maintenance expenses as a percentage
of total property revenue decreased from 34.3% in 1998 to 33.6% in 1999.
16
OPERATING PERFORMANCE OF THE OPERATING PARTNERSHIP'S ACQUISITION COMMUNITIES
Acquisition Communities consist of Summit St. Clair (acquired effective March 1,
1998), Summit Club at Dunwoody (acquired May 22, 1998), Summit Lenox (acquired
July 8, 1998) and a portfolio of seven Communities acquired from Ewing
Industries, Inc. and its affiliates (six of which were acquired November 3, 1998
and one of which was acquired on December 31, 1998 after certain operating
performance benchmarks were reached). The operations of these Communities for
the three and six months ended June 30, 1999 and 1998 are summarized as follows
(dollars in thousands except average monthly rental revenue):
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------ ------------------------
1999 1998 1999 1998
---------- ------------ ----------- -----------
Property revenues:
Rental revenues ................................. $8,554 $1,269 $17,213 $1,591
Other property revenue .......................... 431 56 803 69
---------- ------------ ----------- -----------
Total property revenues ............................. 8,985 1,325 18,016 1,660
---------- ------------ ----------- -----------
Property operating and maintenance
expense (1) ..................................... 3,044 336 6,119 426
========== ============ =========== ===========
Property operating income ........................... $5,941 $989 $11,897 $1,234
========== ============ =========== ===========
Average physical occupancy .......................... 93.2% 96.5% 93.1% 96.6%
========== ============ =========== ===========
Average monthly rental revenue (2) .................. $872 $907 $874 $906
========== ============ =========== ===========
Number of apartment homes ........................... 3,557 660 3,557 660
========== ============ =========== ===========
(1) Effective January 1, 1999, the Operating Partnership implemented
prospectively a new accounting policy whereby expenditures for
carpets are capitalized. Previously, the cost of carpet
replacement had been expensed. The change in accounting policy has
been treated as a change in accounting estimate and, accordingly,
the 1998 historical financial statements have not been restated.
However, for comparative purposes only, acquisition Communities
building repairs and maintenance cost for the three and six months
ended June 30, 1998 has been adjusted in the table above to
reflect the new policy. Carpet replacement costs were $31,000 and
$1,000 for the three months ended June 30, 1999 and 1998,
respectively, and $40,000 and $2,000 for the six months ended June
30, 1999 and 1998, respectively.
(2) Average monthly rental revenue for the three and six months ended
June 30, 1999 for Summit St. Clair and Summit Club at Dunwoody
(the only Communities owned as of June 30, 1998) was $955 and
$951, respectively, representing a 5.3% increase from 1998 for the
three month period and a 5.0% increase from 1998 for the six month
period.
The unleveraged yield on investment for the acquisition Communities, defined as
property operating income for the three and six months ended June 30, 1999 on an
annualized basis over total acquisition cost, was 8.93% and 8.91%, respectively.
17
OPERATING PERFORMANCE OF THE OPERATING PARTNERSHIP'S STABILIZED DEVELOPMENT
COMMUNITIES
The Operating Partnership had nine development Communities (Summit Ballantyne I,
Summit Sedgebrook I, Summit on the River, Summit Lake I, Summit Norcroft II,
Summit Stonefield, Summit Russett, Summit Fairways and Summit Plantation II)
which were stabilized during the entire six months ended June 30, 1999 but were
stabilized subsequent to January 1, 1997. Such Communities will be classified as
fully stabilized in the year 2000 since they will have been stabilized for two
full years as of January 1, 2000. The operating performance of these nine
Communities for the three and six months ended June 30, 1999 and 1998 is
summarized below (dollars in thousands except average monthly rental revenue):
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------ ---------------------------
1999 1998 1999 1998
----------- ------------ ------------- ------------
Property revenues:
Rental revenues ............................... $5,690 $5,070 $11,330 $9,663
Other property revenue ........................ 420 299 762 578
----------- ------------ ------------- ------------
Total property revenues ........................... 6,110 5,369 12,092 10,241
----------- ------------ ------------- ------------
Property operating and maintenance
expense (1) ................................... 1,857 1,707 3,751 3,239
=========== ============ ============= ============
Property operating income ......................... $4,253 $3,662 $8,341 $7,002
=========== ============ ============= ============
Average physical occupancy ........................ 93.7% 92.1% 93.7% 92.0%
=========== ============ ============= ============
Average monthly rental revenue .................... $922 $903 $921 $896
=========== ============ ============= ============
Number of apartment homes ......................... 2,212 2,212 2,212 2,212
=========== ============ ============= ============
(1) Effective January 1, 1999, the Operating Partnership implemented
prospectively a new accounting policy whereby expenditures for
carpets are capitalized. Previously, the cost of carpet
replacement had been expensed. The change in accounting policy has
been treated as a change in accounting estimate and, accordingly,
the 1998 historical financial statements have not been restated to
reflect the change. However, for comparative purposes only,
stabilized development Communities building repairs and
maintenance cost for the three and six months ended June 30, 1998
has been adjusted in the table above to reflect the new policy.
Carpet replacement costs were $42,000 and $12,000 for the three
months ended June 30, 1999 and 1998, respectively, and $62,000 and
$15,000 for the three and six months ended June 30, 1999 and 1998,
respectively.
The unleveraged yield on investment for the stabilized development Communities,
defined as property operating income for the three and six months ended June 30,
1999 on an annualized basis over total development cost, was 10.44% and 10.33%,
respectively.
18
OPERATING PERFORMANCE OF THE OPERATING PARTNERSHIP'S COMMUNITIES IN LEASE-UP
The Operating Partnership had ten Communities in lease-up during the six months
ended June 30, 1999. A Community in lease-up is defined as one which has
commenced rental operations but was not stabilized as of the beginning of the
current year. A summary of the ten Communities in lease-up as of June 30, 1999
is as follows (dollars in thousands):
TOTAL ACTUAL/ % LEASED
NUMBER OF ACTUAL/ ANTICIPATED ACTUAL/ Q2 1999 AS OF
APARTMENT ESTIMATED CONSTRUCTION ANTICIPATED AVERAGE JUNE 30,
COMMUNITY HOMES COST COMPLETION STABILIZATION OCCUPANCY 1999
- -------------------------------------- ------------ ----------- -------------- --------------- ------------ ------------
Summit Ballantyne II - Charlotte, NC ... 154 $10,200 Q4 1998 Q1 1999 92.12% 94.00%
Summit New Albany I - Fairfax, VA ...... 301 24,000 Q4 1998 Q3 1999 81.62% 93.70%
Summit Fair Lakes I - Fairfax, VA ...... 370 32,800 Q1 1999 Q2 1999 94.66% 99.20%
Summit Governor's Village - Chapel
Hill, NC ............................ 242 16,900 Q1 1999 Q2 1999 81.08% 98.30%
Summit Lake II - Raleigh, NC ........... 144 10,200 Q2 1999 Q3 1999 35.48% 54.90%
Summit Doral - Miami, FL (1) ........... 260 22,800 Q3 1999 Q4 1999 61.27% 80.40%
Summit Westwood - Raleigh, NC .......... 354 24,800 Q3 1999 Q4 1999 56.07% 86.20%
Summit Sedgebrook II - Charlotte, NC ... 120 7,500 Q3 1999 Q1 2000 39.22% 77.50%
Summit Fair Lakes II - Fairfax, VA (1) . 160 14,200 Q3 1999 Q1 2000 18.34% 87.50%
============ ===========
2,105 $163,400
============ ===========
(1) The related assets of such properties are included in the Construction in
Progress category at June 30, 1999.
In addition to the Communities listed in the table above, Summit Fairview (135
apartment homes) is an existing property which is currently undergoing a major
renovation. The renovation includes upgrades of the interior of the apartment
homes (new cabinets, fixtures and other interior upgrades), upgrades to the
parking lots and landscaping, as well as exterior painting of buildings. The
renovation will require certain apartment homes to be unavailable for rental
over the course of the project. The operations of Summit Fairview are included
in lease-up Communities results due to the renovation work.
All Communities listed above were in lease-up during the six months ended June
30, 1999. Of the nine Communities listed in the table above and Summit Fairview,
only Summit Fairview, Summit Ballantyne II, Summit Governor's Village, Summit
New Albany I and Summit Fair Lakes I had operating activity during the three and
six months ended June 30, 1998. The operating performance of these Communities
for the three and six months ended June 30, 1999 and 1998 is summarized below
(dollars in thousands except average monthly rental revenue):
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
----------------------- ---------------------------
1999 1998 1999 1998
----------- ---------- ------------ -------------
Property revenues:
Rental revenues ................................. $4,145 $319 $7,049 $616
Other property revenue .......................... 280 32 461 37
----------- ---------- ------------ -------------
Total property revenues ............................. 4,425 351 7,510 653
----------- ---------- ------------ -------------
Property operating and maintenance
expense (1) ..................................... 1,383 191 2,305 310
=========== ========== ============ =============
Property operating income ........................... $3,042 $160 $5,205 $343
=========== ========== ============ =============
Average physical occupancy .......................... 68.7% 13.6% 59.8% 13.9%
=========== ========== ============ =============
Average monthly rental revenue ...................... $882 $957 $883 $956
=========== ========== ============ =============
Number of apartment homes ........................... 2,240 1,202 2,240 1,202
=========== ========== ============ =============
(1) Effective January 1, 1999, the Operating Partnership implemented
prospectively a new accounting policy whereby expenditures for carpets are
capitalized. Previously, the cost of carpet replacement had been expensed. The
change in accounting policy has been treated as a change in accounting estimate
and, accordingly, the 1998 historical financial statements have not been
restated to reflect the change. However, for comparative purposes only, lease-up
Communities building repairs and maintenance cost for the three and six months
ended June 30, 1998 has been adjusted in the table above to reflect the new
policy. Carpet replacement costs were $2,000 and $4,000 for the three and six
months ended June 30, 1999, respectively. There were no carpet replacement
expenditures for the Communities in lease-up during the six months ended June
30, 1998.
19
OPERATING PERFORMANCE OF THE OPERATING PARTNERSHIP'S DISPOSITION COMMUNITIES
Disposition communities consist of the former Summit Hampton and Summit Oak
communities in 1999 (the "1999 dispositions"). The 1998 dispositions consist of
the 1999 dispositions as well as the following communities disposed during 1998
(former community names): Summit Providence, Summit Springs, Summit Old Town,
Summit Creek, Summit Green, Summit Hill, Summit Hollow and Summit Station (the
"1998 dispositions"). The operating performance of these communities is
summarized below (dollars in thousands except average monthly rental revenue):
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
----------------------- ---------------------------
1999 1998 1999 1998
----------- ---------- ------------ -------------
Property revenues:
Rental revenues ............................... $661 $5,022 $1,461 $10,198
Other property revenue ........................ 19 106 60 329
----------- ---------- ------------ -------------
Total property revenues ........................... 680 5,128 1,521 10,527
----------- ---------- ------------ -------------
Property operating and maintenance
expense (1) ................................... 316 1,953 686 4,022
----------- ---------- ------------ -------------
Property operating income ......................... $364 $3,175 $835 $6,505
=========== ========== ============ =============
Average physical occupancy ........................ 95.8% 92.73% 95.5% 91.68%
=========== ========== ============ =============
Average monthly rental revenue .................... $632 $691 $628 $689
=========== ========== ============ =============
Number of apartment homes ......................... 452 2,813 452 2,813
=========== ========== ============ =============
(1) Effective January 1, 1999, the Operating Partnership implemented
prospectively a new accounting policy whereby expenditures for carpets are
capitalized. Previously, the cost of carpet replacement had been expensed. The
change in accounting policy has been treated as a change in accounting estimate
and, accordingly, the 1998 historical financial statements have not been
restated to reflect the change. However, for comparative purposes only,
disposition communities building repairs and maintenance cost for the three and
six months ended June 30, 1998 has been adjusted in the table above to reflect
the new policy. Carpet replacement costs were $20,000 and $98,000 for the three
months ended June 30, 1999 and 1998, respectively. Carpet replacement costs for
the six months ended June 30, 1999 and 1998 were $42,000 and $186,000,
respectively.
20
OPERATING PERFORMANCE OF SUMMIT MANAGEMENT COMPANY
The operating performance of Summit Management Company (the "Management
Company") and its wholly-owned subsidiary, Summit Apartment Builders Inc. (the
"Construction Company"), for the three and six months ended June 30, 1999 and
1998 is summarized below (dollars in thousands):
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
----------------------- ---------------------------
1999 1998 1999 1998
----------- ---------- ------------- -------------
Revenue ............................................ $2,330 $1,597 $4,161 $3,055
Expenses
Operating ...................................... 2,401 1,276 4,327 2,601
Depreciation ................................... 70 59 143 118
Amortization ................................... 76 72 150 143
Interest ....................................... 75 75 150 150
----------- ---------- ------------- -------------
Total expenses ................................. 2,622 1,482 4,770 3,012
=========== ========== ============= =============
Net (loss) income of Summit Management Company ..... ($292) $115 ($609) $43
=========== ========== ============= =============
The increase in revenue for the three and six month periods was primarily a
result of higher revenues from managing the Operating Partnership's Communities
and higher revenues from construction activity. The increase in operating
expenses was a result of increased construction activities and increased
personnel at the Management Company in order to better support the Operating
Partnership's growth objectives, including improving the operating performance
of its stabilized Communities. In addition, the number of personnel dedicated to
information systems at the Management Company increased.
Property management fees include $328,000 and $357,000 of fees from third
parties for the three months ended June 30, 1999 and 1998, respectively, and
$653,000 and $658,000 of fees from third parties for the six months ended June
30, 1999 and 1998, respectively. Property management fees from third parties as
a percentage of total property management revenues were 20.6% and 21.2% for the
three months ended June 30, 1999 and 1998, respectively, and 21.4% and 21.0% for
the six months ended June 30, 1999 and 1998, respectively. The Operating
Partnership expects third party management revenue as a percentage of total
property management revenues to continue to decline as revenues from the
Operating Partnership's Communities continue to increase.
All of the Construction Company's revenues are from contracts with the Operating
Partnership.
OTHER INCOME AND EXPENSES
Interest income increased by $619,000 and $1.6 million, respectively, to
$799,000 and $1.8 million for the three and six months ended June 30, 1999,
respectively, compared to the same periods in 1998, primarily due to interest
earned on proceeds from property sales placed in escrow in accordance with
like-kind exchange income tax regulations.
Interest expense, including amortization of deferred financing costs, increased
by $2.3 million and $5.5 million for the three and six months ended June 30,
1999, respectively, compared with the same periods in 1998. This increase was
primarily the result of an increase in the Operating Partnership's average
indebtedness outstanding. Average indebtedness outstanding increased $165.6
million and effective interest cost decreased 0.12% (6.73% to 6.61%) for the
three months ended June 30, 1999 as compared to the same period in 1998. Average
indebtedness outstanding increased $208.0 million and effective interest cost
decreased 0.16% (6.71% to 6.55%) for the six months ended June 30, 1999 as
compared to the same period in 1998.
Depreciation expense increased $1.7 million and $3.5 million, or 35.4% and
25.8%, for the three and six months ended June 30, 1999, respectively, compared
with the similar periods in 1998, primarily due to depreciation on recently
acquired or developed Communities, offset by a reduction in depreciation related
to Communities sold.
General and administrative expenses increased $227,000 and $506,000, or 30.9%
and 32.9%, for the three and six months ended June 30, 1999, respectively, as
compared to the similar periods in 1998, primarily due to increased compensation
costs and expenses related to the Operating Partnership's overall growth. As a
percentage of revenues, general and administrative expenses were 2.2% and 2.1%
for the three months ended June 30, 1999 and 1998 and 2.3% for both of the six
month periods ending June 30, 1999 and 1998, respectively.
21
EXTRAORDINARY ITEMS
The extraordinary items in the six months ended June 30, 1998 resulted from the
write-off of deferred financing costs in conjunction with the replacement by the
Operating Partnership of its prior credit facility with a new credit facility as
well as prepayment penalties on four mortgage notes which were repaid during the
period.
LIQUIDITY AND CAPITAL RESOURCES
LIQUIDITY
The Operating Partnership's net cash provided by operating activities decreased
from $30.0 million for the six months ended June 30, 1998 to $27.8 million for
the same period in 1999, primarily due to a $13.8 million increase in property
operating income and a $1.6 million increase in interest income offset by a $5.3
million increase in interest paid and a $5.9 million decrease in accounts
payable and accrued expenses. The increase in interest income was due to
interest earned on proceeds from property sales placed in escrow in accordance
with like-kind exchange income tax regulations. The increase in interest paid
was primarily due to an increase in the average indebtedness outstanding. The
decrease in accounts payable and accrued expenses was primarily due to timing of
property tax and construction related payments and the payment of certain
liabilities assumed in conjunction with the Operating Partnership's Community
acquisitions during the fourth quarter of 1998.
Net cash used in investing activities for the six months ended June 30, 1998 was
$95.1 million. Cash provided by investing activities was $5.1 million for the
same period in 1999 due to the absence of the purchase of communities during the
six months ended June 30, 1999, and an increase in proceeds from sale of
Communities, partially offset by an increase in the construction of Communities.
Property sale proceeds in 1998 were placed in escrow in accordance with
like-kind exchange income tax regulations. Proceeds from the sale of Communities
in 1999 represents 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 $63.8 million for the six months
ended June 30, 1998. Net cash used in financing activities was $32.3 million for
the same period in 1999, primarily due to net repayments of $98.5 million on the
Operating Partnership's Unsecured Credit Facility (as hereinafter defined)
funded partially by the use of $82.9 million of proceeds from the sale of Series
B Preferred Units during the period. Other uses of cash during the six months
ended June 30, 1999 which caused an increase in cash used in financing
activities were the payment of higher dividends and distributions to
unitholders, the repurchase of Common Stock for an aggregate purchase price of
approximately $10.5 million, a decrease in repayment of mortgage debt and a
decrease in equity proceeds from Summit Properties' dividend reinvestment and
stock purchase plans, offset by increased borrowings from unsecured bonds.
The ratio of earnings to fixed charges was 1.86 for the six months ended June
30, 1999 as compared to 2.14 for the six months ended June 30, 1998. The
decrease is primarily due to increased interest charges as discussed in
"Historical Results of Operations -- Other Income and Expenses" above.
The Operating Partnership's outstanding indebtedness at June 30, 1999 totaled
$634.8 million. This amount includes approximately $265.7 million in fixed rate
conventional mortgages, $39.0 million of variable rate tax-exempt bonds, $266.0
million of unsecured notes, $9.1 million of tax-exempt fixed rate loans, and
$55.0 million under the Unsecured Credit Facility (as hereinafter defined).
During the six months ended June 30, 1999, the Operating Partnership sold two
communities, one of which had an associated variable rate tax-exempt bond ($12.3
million outstanding at the date of sale) and one of which had an associated
conventional mortgage ($2.5 million outstanding at the date of sale). Both of
these debt instruments were assumed by the respective purchasers of the
communities upon sale.
The Operating Partnership repaid four mortgage notes with a balance of $11.9
million during the first quarter of 1998. The mortgage notes had an 8% interest
rate and were repaid from borrowings under the Operating Partnership's Unsecured
Credit Facility (as hereinafter defined).
22
The Operating Partnership expects to meet its short-term liquidity requirements
(i.e., liquidity requirements arising within 12 months) including recurring
capital expenditures relating to maintaining its existing properties, generally
through its working capital, net cash provided by operating activities and
borrowings under its Unsecured Credit Facility (as hereinafter defined). The
Operating Partnership considers its cash provided by operating activities to be
adequate to meet operating requirements and payments of dividends and
distributions. The Operating Partnership expects to meet its long-term liquidity
requirements (i.e., liquidity requirements arising after 12 months), such as
scheduled mortgage debt maturities, property acquisitions, financing of
construction and development activities and other non-recurring capital
improvements, through the issuance of unsecured notes and equity securities,
from undistributed cash flow, from proceeds received from the disposition of
certain Communities and in connection with the acquisition of land or improved
property, through the issuance of 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 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
The Operating Partnership has established a program for the sale of up to $95
million aggregate principal amount of Medium-Term Notes due nine months or more
from the date of issuance (the "MTN Program"). On March 18, 1999, the Operating
Partnership sold $25 million of notes under the MTN Program. Such notes are due
on March 16, 2009 and bear interest at 7.59% per year. Proceeds from the notes
issued were used to reduce the Unsecured Credit Facility. The Operating
Partnership has issued Medium-Term Notes with an aggregate principal amount of
$80 million ($55 million of which was issued during 1998) of the $95 million
aggregate principal amount of Medium-Term Notes registered in connection with
the MTN Program. In July 1999, Summit Properties and the Operating Partnership
filed a shelf registration statement with the Securities and Exchange Commission
pursuant to which the Operating Partnership may issue debt securities with an
aggregate public offering price of up to $250,000,000. The shelf registration
statement was declared effective by the Securities and Exchange Commission on
August 6, 1999. The Operating Partnership intends to establish a similar program
for the sale of Medium-Term Notes under such registration statement, pursuant to
which the Operating Partnership may issue Medium-Term Notes from time to time in
the future subject to market conditions and other factors.
PRIVATE PLACEMENT OF PREFERRED UNITS
On April 29, 1999, the Operating Partnership completed a private placement of
3.4 million of its 8.95% Series B Cumulative Redeemable Perpetual Preferred
Units (the "Series B Preferred Units") to two institutional investors at a price
of $25.00 per unit. The net proceeds of approximately $83 million were used to
repay amounts outstanding under the Operating Partnership's unsecured credit
facility. The Series B Preferred Units may be exchanged by the holders into
shares of Summit Properties' 8.95% Series B Cumulative Redeemable Perpetual
Preferred Stock ("Series B Preferred Shares") on a one-for-one basis. Holders of
the Series B Preferred Units may exercise their exchange right (a) at any time
on or after April 29, 2009, (b) at any time if full quarterly distributions are
not made for six quarters, or (c) upon the occurrence of particular specified
events related to the treatment of the Operating Partnership or the Series B
Preferred Units for federal income tax purposes. The Operating Partnership may
redeem the Series B Preferred Units at any time on or after April 29, 2004 for
cash at a redemption price of $25.00 per unit, plus all accumulated, accrued and
unpaid distributions or dividends. In lieu of cash, the Operating Partnership
may elect to deliver Series B Preferred Shares on a one-for-one basis, plus an
amount equal to all accumulated, accrued and unpaid distributions or dividends.
The Series B Preferred Units have no stated maturity, are not subject to any
sinking fund or mandatory redemption and are not convertible into any other
securities of Summit Properties or the Operating Partnership. Distributions on
the Series B Preferred Units are cumulative from the date of original issuance
and are payable quarterly at the rate of 8.95% per annum of the $25.00 original
capital contribution. Holders of the Series B Preferred Units received a
distribution in the aggregate amount of approximately $1.3 million on June 30,
1999.
COMMON STOCK REPURCHASE PROGRAM
On May 11, 1999, the Board of Directors of Summit Properties authorized a common
stock repurchase program pursuant to which Summit Properties is authorized to
purchase up to $50 million of its currently issued and outstanding par value
$0.01 per share common stock ("Common Stock"). All repurchases have and will be
made on the open market at prevailing prices. This authority may be exercised
from time to time and in such amounts as market conditions warrant. During the
six months ended June 30, 1999, Summit Properties repurchased 534,300 shares of
Common Stock for an aggregate purchase price of approximately $10.5 million, an
average price of $19.64 per share.
23
COMMUNITY DISPOSITIONS
On June 18, 1999, the Operating Partnership sold an apartment community in
Bradenton, Florida, formerly known as Summit Hampton (352 apartment homes) for
$17.1 million. The disposition of Summit Hampton resulted in the recognition of
a gain on sale of $5.4 million. The net proceeds of $4.4 million, net of
tax-exempt bond assumption of $12.3 million, were placed into escrow with a
qualified intermediary in accordance with like-kind exchange income tax rules
and regulations and will be used to fund future development communities.
On June 24, 1999, the Operating Partnership sold an apartment community in
Goldsboro, North Carolina, formerly known as Summit Oak (100 apartment homes)
for $4.1 million. Net proceeds of $1.5 million, net of mortgage assumption of
$2.5 million, were placed into escrow with a qualified intermediary in
accordance with like-kind exchange income tax rules and regulations. The escrow
funds will be used to fund future development communities. A gain on sale of
$907,000 was recognized.
On August 11, 1999, the Operating Partnership sold an apartment Community in
Greenville, South Carolina, formerly known as Summit Beacon Ridge (144 apartment
homes), for $7.6 million. The net proceeds of $7.4 million were placed into
escrow with a qualified intermediary in accordance with like-kind exchange
income tax rules and regulations and are expected to be used to fund future
development communities. The Operating Partnership does not expect to record a
loss on the disposition of this Community.
PROPERTIES BEING MARKETED FOR SALE
At June 30, 1999, the Operating Partnership had five apartment Communities for
sale with a net book value of approximately $40.9 million. The Operating
Partnership does not anticipate incurring a loss on any individual apartment
Community sale. The five apartment Communities held for sale represented
approximately 4.6% of property operating income for the Operating Partnership
for the six months ended June 30, 1999. The Operating Partnership intends to use
proceeds from these sales and future sales of Communities to fund future
development and to repurchase Common Stock under Summit Properties' common stock
repurchase program.
DEVELOPMENT ACTIVITY
The Operating Partnership's construction in progress at June 30, 1999 is
summarized as follows (dollars in thousands):
TOTAL ESTIMATED ANTICIPATED
APARTMENT ESTIMATED COST TO COST TO CONSTRUCTION
COMMUNITY HOMES COSTS DATE COMPLETE COMPLETION
- ------------------------------------------------ ------------- ----------- ------------ ------------ ----------------
Summit Doral - Miami, FL (1) .................... 260 $22,800 $20,861 $1,939 Q3 1999
Summit Fair Lakes II - Fairfax, VA (1) .......... 160 14,200 13,721 479 Q3 1999
Summit New Albany II- Columbus, OH .............. 127 9,800 3,722 6,078 Q4 1999
Summit Largo - Largo, MD ........................ 217 18,000 10,014 7,986 Q1 2000
Summit Hunter's Creek - Orlando, FL ............. 270 19,200 5,716 13,484 Q1 2000
Summit Russett II- Laurel, MD ................... 112 9,900 3,287 6,613 Q2 2000
Summit Deer Creek - Atlanta, GA ................. 292 22,200 6,323 15,877 Q2 2000
Summit Ashburn Farm- Loudon County, VA .......... 162 13,800 3,615 10,185 Q3 2000
Summit Grandview - Charlotte, NC ................ 266 45,500 9,397 36,103 Q4 2000
Reunion Park by Summit- Raleigh , NC ............ 248 14,300 2,108 12,192 Q1 2001
------------- ----------- ------------ ------------
2,114 189,700 78,764 110,936
Other development and construction costs (2) .... - - 39,115 -
============= =========== ============ ============
2,114 $ 189,700 $ 117,879 $ 110,936
============= =========== ============ ============
(1) These communities were in lease-up at June 30, 1999.
(2) Consists primarily of land held for development and other predevelopment
costs.
Estimated costs to complete the development Communities represent substantially
all of the Operating Partnership's material commitments for capital
expenditures.
24
CERTAIN FACTORS AFFECTING THE PERFORMANCE OF DEVELOPMENT COMMUNITIES
The Operating Partnership is optimistic about the operating prospects of the
Communities under construction even with the increased supply of newly
constructed apartment homes of comparable quality in many of its markets. As
with any development community, there are uncertainties and risks associated
with the development of the Communities described above. While the Operating
Partnership has prepared development budgets and has estimated completion and
stabilization target dates based on what it believes are reasonable assumptions
in light of current conditions, there can be no assurance that actual costs will
not exceed current budgets or that the Operating Partnership will not experience
construction delays due to the unavailability of materials, weather conditions
or other events.
Other development risks include the possibility of incurring additional costs or
liabilities resulting from defects in construction material and the possibility
that financing may not be available on favorable terms, or at all, to pursue or
complete development activities. Similarly, market conditions at the time these
Communities become available for leasing will affect the rental rates that may
be charged and the period of time necessary to achieve stabilization, which
could make one or more of the development Communities unprofitable or result in
achieving stabilization later than currently anticipated. In addition, the
Operating Partnership is conducting feasibility and other pre-development work
for six Communities. The Operating Partnership could abandon the development of
any one or more of these potential Communities in the event that it determines
that market conditions do not support development, financing is not available on
favorable terms or other circumstances which may prevent development. Similarly,
there can be no assurance that, if the Operating Partnership does pursue one or
more of these potential Communities, that it will be able to complete
construction within the currently estimated development budgets or that
construction can be started at the time currently anticipated.
YEAR 2000
YEAR 2000 INFORMATION AND READINESS DISCLOSURE ACT
The Operating Partnership supports the exchange of information relating to the
Year 2000 issue and designates the following information as the Year 2000
Readiness Disclosure within the meaning of the Year 2000 Information and
Readiness Disclosure Act. Information set forth herein regarding the Year 2000
compliance of non-Operating Partnership products and services are
"republications" under the Year 2000 Information and Readiness Disclosure Act
and are based on information supplied by other companies about the products and
services they offer. The Operating Partnership has not independently verified
the contents of these republications and takes no responsibility for the
accuracy or completeness of information contained in such republications.
INTRODUCTION
The Securities and Exchange Commission has asked all public companies to provide
disclosure regarding their Year 2000 readiness. The term "Year 2000 issue" is a
general term used to describe various problems that may result from the improper
processing by computer systems of dates after 1999. These problems arise from
the inability of some hardware and software to distinguish dates before the year
2000 from dates in and after the year 2000. This could result in a system
failure or miscalculations causing disruptions of operations. The Year 2000
issue affects virtually all companies and all organizations.
The Operating Partnership's efforts to address its Year 2000 issues are focused
in the following three areas: (i) reviewing and taking any necessary steps to
attempt to correct the Operating Partnership's computer information systems
(i.e., software applications and hardware platforms), (ii) evaluating and making
any necessary modifications to other computer systems that do not relate to
information technology but include embedded technology, such as
telecommunications, security, HVAC, elevator, fire and safety systems, and (iii)
communicating with certain significant third-party service providers to
determine whether there will be any interruption in their systems that could
affect the Operating Partnership.
THE OPERATING PARTNERSHIP'S STATE OF READINESS
The Operating Partnership has developed a four phase plan to address its Year
2000 issues (the "Year 2000 Plan"). The four phases are (i) Awareness, (ii)
Assessment, (iii) Remediation and Implementation and (iv) Testing.
AWARENESS
The Operating Partnership has made the relevant employees, including its
property managers, aware of the Year 2000 issue and collected information from
such employees regarding systems that the Operating Partnership anticipates may
be affected. Management will oversee the Operating Partnership's progress with
respect to the implementation of the Year 2000 Plan. In addition, the Year 2000
Plan has been subject to review of the Audit Committee of the Board of Directors
of Summit Properties.
25
ASSESSMENT
The Operating Partnership has substantially completed an assessment of its
standard computer information systems and is now taking the further necessary
steps to make its core computer information systems, in those situations in
which the Operating Partnership is required to do so, Year 2000 compliant. See
"Remediation and Implementation" below. As of June 30, 1999, the Operating
Partnership is 100% complete with its assessment of the Year 2000 compliance in
regard to the Operating Partnership's other (i.e., non-core) standard computer
information systems. Year 2000 analysis software was used to perform this
assessment and to determine the steps needed for remediation. See "Remediation
and Implementation" below.
In addition, the Operating Partnership has completed the evaluation and
assessment of its other computer systems that do not relate to information
technology but include embedded technology, such as telecommunications,
security, HVAC, elevator, fire and safety systems. The assessment was completed
by the end of the second quarter of 1999 with no major deficiencies noted. The
Operating Partnership is aware that such systems contain embedded chips that are
difficult to identify and test and may require complete replacement because they
cannot be repaired. Failure of the Operating Partnership to identify or
remediate any embedded chips (either on an individual or aggregate basis) on
which significant business operations depend, such as phone systems, could have
a material adverse impact on the Operating Partnership's business, financial
condition and results of operations.
The Operating Partnership rents apartments in its Communities to individuals and
does not have a single customer or group of customers who rents a significant
number of apartments. The Operating Partnership's primary purchases, except
utilities (e.g. electricity, natural gas and telecommunications services), are
building-related products (e.g., carpets, paint and blinds) and services (e.g.,
lawn care services), all of which are available from numerous suppliers. The
Operating Partnership is in the process of attempting to obtain written
verification from utility providers that they will be Year 2000 compliant. The
Operating Partnership's primary financial service providers are its primary bank
and payroll processor. The primary bank has provided written verification to the
Operating Partnership that it will be Year 2000 compliant. The Operating
Partnership implemented the payroll processor's Year 2000 upgrade during the
fourth quarter of 1998. For the foregoing reasons, the Operating Partnership
does not believe that there is a significant risk related to the failure of
residents, vendors or third-party goods or service providers to prepare for the
Year 2000; however, the costs and timing of third-party Year 2000 compliance is
not within the Operating Partnership's control and no assurances can be given
with respect to the cost or timing of such efforts or the potential effects of
any failure to comply.
REMEDIATION AND IMPLEMENTATION
The Operating Partnership's primary uses of software systems are its corporate
accounting and property management software. The Operating Partnership's
corporate accounting system is widely used in the real estate industry. A
version upgrade, installed in the second quarter of 1998, is designed to be Year
2000 compliant. The Operating Partnership completed the replacement of its
current property management software in October 1998 with a new software system
that is also designed to be Year 2000 compliant. This new software is also
widely used in the real estate industry. The Operating Partnership has received
written verification from the vendors of each of the corporate accounting and
property management systems that the relevant software is Year 2000 compliant.
The Operating Partnership had previously planned both the upgrade of the
corporate accounting system and implementation of the new property management
system, and such changes would have been undertaken without regard to Year 2000
remediation issues. Accordingly, the Operating Partnership has not deferred any
planned information or software projects due to such Year 2000 projects, and the
Operating Partnership is not treating the costs of the above-referenced changes
as Year 2000-related expenses.
The remediation of non-core standard computer information systems and embedded
technology issues will be accomplished through a series of minor hardware
upgrades and software patches. The Operating Partnership expects that the
implementation of these upgrades will be completed on or before October 31,
1999.
TESTING
To attempt to confirm that its computer systems are Year 2000 compliant, the
Operating Partnership expects to perform limited testing of its computer
information systems and its other computer systems that do not relate to
information technology but include embedded technology; however, unless Year
2000 issues arise in the course of its limited testing, the Operating
Partnership will rely on the written verification received from each vendor of
its computer systems that the relevant system is Year 2000 compliant.
Nevertheless, there can be no assurance that the computer systems on which the
Operating Partnership's business relies will correctly distinguish dates before
the year 2000 from dates in and after the year 2000. Any such failures could
have a material adverse effect on the Operating Partnership's business,
financial condition and results of operations. The Operating Partnership began
testing during the fourth quarter of 1998 and completed accounting and property
management systems testing before the end of the second quarter of 1999. These
tests are supplemented with additional written representations from these key
vendors.
26
COSTS TO ADDRESS THE OPERATING PARTNERSHIP'S YEAR 2000 ISSUES
Based on current information from its review to date, the Operating Partnership
budgeted $500,000 for the cost of repairing, updating and replacing its standard
computer information systems. Because the Operating Partnership's Year 2000
assessment is ongoing and additional funds may be required as a result of future
findings, the Operating Partnership's current budget amounts may increase as a
result of unanticipated delays or preparedness issues. While the Operating
Partnership's efforts to address its Year 2000 issues will involve additional
costs, the Operating Partnership believes, based on available information, that
these costs will not have a material adverse effect on its business, financial
condition or results of operations. The Operating Partnership expects to fund
the costs of addressing the Year 2000 issue from cash flows resulting from
operations. While the Operating Partnership believes that it will be Year 2000
compliant by December 31, 1999, if these efforts are not completed on time, or
if the costs associated with updating or replacing the Operating Partnership's
computer systems exceeds the Operating Partnership's estimates, the Year 2000
issue could have a material adverse effect on the Operating Partnership's
business, financial condition and results of operations.
RISKS PRESENTED BY YEAR 2000 ISSUES
The Operating Partnership is still in the process of evaluating potential
disruptions or complications that might result from Year 2000-related problems;
however, at this time the Operating Partnership has not identified any specific
business functions that are likely to suffer material disruption as a result of
Year-2000 related events. It is possible, however, that the Operating
Partnership may identify business functions in the future that are specifically
at risk of Year 2000 disruption. The absence of any such determination as of the
date of this report represents only the Operating Partnership's current status
of evaluating potential Year-2000 related problems and facts presently known to
the Operating Partnership, and should not be construed to mean that there is no
risk of Year-2000 related disruption. Moreover, due to the unique and pervasive
nature of the Year 2000 issue, it is not possible to anticipate each of the wide
variety of Year 2000 events, particularly outside of the Operating Partnership,
that might arise in a worst case scenario which might have a material adverse
impact on the Operating Partnership's business, financial condition and results
of operations. Risks involved with not solving the Year 2000 issue include, but
are not limited to, the following: loss of local or regional electric power,
loss of telecommunications services, delays or cancellations of shipping or
transportation, general deterioration of economic conditions resulting from Year
2000 issues, and inability of banks, vendors and other third parties with whom
the Operating Partnership does business to resolve their own Year 2000 problems.
THE OPERATING PARTNERSHIP'S CONTINGENCY PLANS
The Operating Partnership intends to develop contingency plans for significant
business risks identified by the Operating Partnership that might result from
Year-2000 related events. Because the Operating Partnership has not yet
identified any specific business function that will be materially at risk of
significant Year-2000 related disruptions, and because a full assessment of the
Operating Partnership's risk from potential Year 2000 failures is still in
process, the Operating Partnership has not yet developed detailed contingency
plans specific to Year 2000 problems. The Operating Partnership would develop
one or more contingency plans in the event that the Operating Partnership
recognized an issue that required implementation of such a plan or plans.
FUNDS FROM OPERATIONS
The White Paper on Funds from Operations approved by the Board of Governors of
NAREIT in March 1995 defines Funds from Operations as net income (loss)
(computed in accordance with Generally Accepted Accounting Principles),
excluding gains (or losses) from debt restructuring and sale of property, plus
real estate related depreciation and amortization and after adjustments for
unconsolidated partnerships and joint ventures. The Operating Partnership
computes Funds from Operations in accordance with the standards established by
the White Paper, which may differ from the methodology for calculating Funds
from Operations utilized by other equity REITs, and, accordingly, may not be
comparable to such other REITs. Funds Available for Distribution is defined as
Funds from Operations less capital expenditures funded by operations (recurring
capital expenditures). The Operating Partnership's methodology for calculating
Funds Available for Distribution may differ from the methodology for calculating
Funds Available for Distribution utilized by other equity REITs, and
accordingly, may not be comparable to other REITs. Funds from Operations and
Funds Available for Distribution do not represent amounts available for
management's discretionary use because of needed capital replacement or
expansion, debt service obligations, property acquisitions, development,
dividends and distributions or other commitments and uncertainties. Funds from
Operations and Funds Available for Distribution should not be considered as
alternatives to net income (determined in accordance with GAAP) as an indication
of the Operating Partnership's financial performance or to cash flows from
operating activities (determined in accordance with GAAP) as a measure of the
Operating Partnership's liquidity, nor are they indicative of funds available to
fund the Operating Partnership's cash needs, including its ability to make
dividends/distributions. The Operating Partnership believes Funds from
Operations and Funds Available for Distribution are helpful to investors as
measures of the performance of the Operating Partnership because, along with
cash flows from operating activities, financing activities and investing
activities, they provide investors with an understanding of the ability of the
Operating Partnership to incur and service debt and make capital expenditures.
27
Funds from Operations and Funds Available for Distribution for the three and six
months ended June 30, 1999 and 1998 are calculated as follows (dollars in
thousands):
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------------- -------------------------------
1999 1998 1999 1998
--------------- -------------- -------------- ---------------
Net income available to common unitholders ..... $15,190 $15,868 $24,188 $22,575
Gain on sale of real estate assets ............. (6,307) (8,731) (6,307) (8,731)
Extraordinary items ............................ - - 185
--------------- -------------- -------------- ---------------
Subtotal ................................... 8,883 7,137 17,881 14,029
Depreciation:
Real estate assets ........................... 8,577 6,842 16,804 13,363
Real estate joint venture .................... 184 - 367 -
--------------- -------------- -------------- ---------------
Funds from Operations .......................... 17,644 13,979 35,052 27,392
Recurring capital expenditures (1) ............. (2,152) (1,918) (3,191) (2,761)
--------------- -------------- -------------- ---------------
Funds Available for Distribution ............... $15,492 $12,061 $31,861 $24,631
=============== ============== ============== ===============
Non-recurring capital expenditures (1) (2) ..... $1,395 $724 2,286 1,487
=============== ============== ============== ===============
Cash Flow Provided By (Used In):
Operating Activities ....................... $13,359 $15,924 $27,760 $30,084
Investing Activities ....................... 19,810 (40,797) 5,087 (95,108)
Financing Activities ....................... (33,256) 22,927 (32,298) 63,848
Weighted average common units outstanding
-diluted .................................... 32,856,145 28,810,928 32,813,134 28,478,149
=============== ============== ============== ===============
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
There has been no material change in the Operating Partnership's market risk
since the filing of the Operating Partnership's Annual Report on Form 10-K for
the year ended December 31, 1998.
28
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
During the three months ended June 30, 1999, the Operating Partnership has
issued Common Units in private placements in reliance on the exemption from
registration under section 4(2) of the Securities Act in the amounts and for the
consideration set forth below:
A. Summit Properties has issued an aggregate of 96,530 shares of Common
Stock pursuant to its Dividend Reinvestment and Stock Purchase Plan.
Summit Properties has contributed the proceeds of these sales
(approximately $1.8 million) to the Operating Partnership in
consideration of an aggregate of 96,530 Common Units.
B. Summit Properties has issued an aggregate of 4,600 shares of Common
Stock pursuant to the exercise of stock options. Summit Properties has
contributed the proceeds (approximately $78,000) of these options to
the Operating Partnership in consideration of an aggregate of 4,600
Common Units.
C. Summit Properties has issued an aggregate of 576 shares of Common Stock
pursuant to its Employee Stock Purchase Plan. Summit Properties has
contributed the proceeds (approximately $11,000) of these sales to the
Operating Partnership in consideration of an aggregate of 576 Common
Units.
D. Summit Properties has issued an aggregate of 7,400 shares of Common
Stock in connection with restricted stock awards. Each time a share of
Common Stock is issued in connection with such an award, the Operating
Partnership issues a Common Unit to Summit Properties; consequently,
7,400 Common Units have been issued to Summit Properties.
On April 29, 1999, the Operating Partnership completed a private placement (the
"Private Placement") of 3.4 million of its Series B Preferred Units to two
institutional investors at a price of $25.00 per unit, or an aggregate offering
price of $85 million. The Operating Partnership received net proceeds of
approximately $83 million in the Private Placement. Morgan Stanley & Co.
Incorporated acted as exclusive placement agent for the Operating Partnership in
connection with the Private Placement. The Series B Preferred Units were offered
by the Operating partnership in the Private Placement pursuant to Rule 506 of
Regulation D promulgated under the Securities Act.
In light of the circumstances under which such Common Units and Series B
Preferred Units were issued and information obtained by the Operating
Partnership in connection with such transactions, management of Summit
Properties, in its capacity as general partner of the Operating Partnership,
believes that the Operating Partnership may rely on such exemptions.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.1 Summit Properties Inc. 1994 Stock Option and Incentive Plan, as
Amended and Restated (incorporated herein by reference to
Exhibit 4.5 to Summit Properties Inc.'s Registration Statement on
Form S-8, Registration No. 333-79897).
10.2 Amendment Agreement, dated as of May 1, 1999, by and among Summit
Properties Inc., the Management Company and William B. Hamilton
(incorporated herein by reference to Exhibit 10.2 to Summit
Properties Inc.'s Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1999, File No. 001-12792).
10.3 Indemnification Agreement, dated as of July 20, 1999, by and among
Summit Properties Inc., the Operating Partnership, and each
director and executive officer of Summit Properties Inc.
(incorporated herein by reference to Exhibit 10.3 to Summit
Properties Inc.'s Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1999, File No. 001-12792).
*12.1 Statement Regarding Calculation of Ratio of Earnings to Fixed
Charges for the Six Months ended June 30, 1999.
*27.1 Financial Data Schedule--Six Months ended June 30, 1999 (for SEC
use only).
* Filed herewith
(b) Reports on Form 8-K
None
29
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SUMMIT PROPERTIES PARTNERSHIP, L.P.
/S/ WILLIAM F. PAULSEN President and Chief Executive Officer August 12, 1999
- ---------------------------
WILLIAM F. PAULSEN
/S/ MICHAEL L. SCHWARZ Executive Vice President and Chief Financial August 12, 1999
- -------------------------- Officer
MICHAEL L. SCHWARZ
30
EXHIBIT INDEX
(a) Exhibits
10.1 Summit Properties Inc. 1994 Stock Option and Incentive Plan, as
Amended and Restated (incorporated herein by reference to
Exhibit 4.5 to Summit Properties Inc.'s Registration Statement on
Form S-8, Registration No. 333-79897).
10.2 Amendment Agreement, dated as of May 1, 1999, by and among Summit
Properties Inc., the Management Company and William B. Hamilton
(incorporated herein by reference to Exhibit 10.2 to Summit
Properties Inc.'s Quarterly Report on From 10-Q for the quarterly
period ended June 30, 1999, File No. 001-12792).
10.3 Indemnification Agreement, dated as of July 20, 1999, by and among
Summit Properties Inc., the Operating Partnership, and each
director and executive officer of Summit Properties Inc.
(incorporated herein by reference to Exhibit 10.3 to Summit
Properties Inc.'s Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1999, File No. 001-12792).
*12.1 Statement Regarding Calculation of Ratio of Earnings to Fixed
Charges for the Six Months ended June 30, 1999.
*27.1 Financial Data Schedule--Six Months ended June 30, 1999 (for SEC
use only).
* Filed herewith
31