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 March 31, 2004





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. Employerincorporation or organization)
Identification No.)309 E. Morehead StreetSuite 200Charlotte, North Carolina
28202(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 mark 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 [ ]


Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). [ ] Yes [X] No








TABLE OF CONTENTS





PagePART I
Financial InformationItem 1
Financial StatementsConsolidated Balance Sheets as of March 31, 2004 and December 31, 2003 (Unaudited)
3Consolidated Statements of Earnings for the three months ended March 31, 2004 and 2003 (Unaudited)
4Consolidated Statement of Partners Equity for the three months ended March 31, 2004 (Unaudited)
5Consolidated Statements of Cash Flows for the three months ended March 31, 2004 and 2003 (Unaudited)
6Notes to Unaudited Consolidated Financial Statements
7Item 2
Managements Discussion and Analysis of Financial Condition and Results of Operations
15Item 3
Quantitative and Qualitative Disclosures about Market Risk
29Item 4
Controls and Procedures
29PART II
Other InformationItem 1
Legal Proceedings
30Item 2
Changes in Securities
31Item 3
Defaults Upon Senior Securities
31Item 4
Submission of Matters to a Vote of Security Holders
31Item 5
Other Information
31Item 6
Exhibits and Reports on Form 8-K
31Signatures
33


2


PART I. FINANCIAL INFORMATION





Item 1. Financial Statements








SUMMIT PROPERTIES PARTNERSHIP, L.P.


CONSOLIDATED BALANCE SHEETS


(Dollars in thousands)


(Unaudited)





March 31,
December 31,2004
2003**ASSETS**Real estate assets:Land and land improvements

$
211,562

$
197,760Buildings and improvements


934,728


913,715Furniture, fixtures and equipment


77,607


73,393Total operating real estate assets


1,223,897


1,184,868Less: accumulated depreciation


(152,447
)

(143,027
)Net operating real estate assets


1,071,450


1,041,841Net real estate assets - assets held for sale


66,392


67,017Construction in progress


191,088


210,313Net real estate assets


1,328,930


1,319,171Cash and cash equivalents


3,373


2,687Restricted cash


1,254


1,292Investments in real estate joint ventures


3,002


3,096Deferred financing costs, net of accumulated amortization of $7,044 in 2004 and $7,108 in 2003


7,691


7,694Other assets


15,039


15,797Other assets - assets held for sale


150


115Total assets

$
1,359,439

$
1,349,852LIABILITIES AND PARTNERS EQUITYLiabilities:Notes payable

$
733,925

$
715,807Accrued interest payable


4,737


4,558Accounts payable and accrued expenses


36,582


37,906Distributions payable


11,737


11,724Security deposits and prepaid rents


3,152


2,927Notes payable and other liabilities - assets held for sale


10,415


10,608Total liabilities


800,548


783,530Partners common and preferred equity:Series C preferred units  2,200,000 issued and outstanding


53,547


53,547Partnership common units issued and outstanding: 34,812,705 and 34,739,025General partner  issued and outstanding, 348,127 and 347,390


5,783


5,857Limited partner  issued and outstanding, 34,464,578 and 34,391,635


499,561


506,918Total partners equity


558,891


566,322Total liabilities and partners equity

$
1,359,439

$
1,349,852





See notes to consolidated financial statements.


3





SUMMIT PROPERTIES PARTNERSHIP, L.P.


CONSOLIDATED STATEMENTS OF EARNINGS


(Dollars in thousands, except per share amounts)


(Unaudited)





Three Months Ended March 31,2004
2003Revenues:Rental

$
33,150

$
27,010Other property income


2,598


1,804Interest


236


642Management fees - third party communities


147


170Other income


134


360Gain and interest income on compensation plans


280


188Total revenues


36,545


30,174Expenses:Property operating and maintenance (exclusive of items listed below)


8,431


6,676Real estate taxes and insurance


4,430


3,061Depreciation and amortization


10,562


7,605Interest


6,918


6,371Deferred financing cost amortization


324


380General and administrative


1,891


1,558Property management - owned communities


1,494


1,320Property management - third party communities


181


160Liability adjustment and expense on compensation plans


280


188Total expenses


34,511


27,319Income from continuing operations before loss on unconsolidated real estate joint ventures


2,034


2,855Loss on unconsolidated real estate joint ventures


(94
)

(89
)Income from continuing operations


1,940


2,766Discontinued operations:Income from discontinued operations


1,764


3,068Gain from disposition of discontinued operations


47


3,136Total discontinued operations


1,811


6,204Net income


3,751


8,970Distributions to Series B preferred unitholders


-


(1,902
)Distributions to Series C preferred unitholders


(1,203
)

(1,203
)Income available to common unitholders


2,548


5,865Income available to common unitholders allocated to general partner


(25
)

(59
)Income available to common unitholders allocated to limited partners

$
2,523

$
5,806Per unit data  basic and diluted:Income from continuing operations

$
0.06

$
0.09Income from discontinued operations


0.05


0.20Net income


0.11


0.29Distributions to Series B preferred unitholders


-


(0.06
)Distributions to Series C preferred unitholders


(0.03
)

(0.04
)Income available to common unitholders

$
0.07

$
0.19Distributions declared

$
0.34

$
0.34Weighted average units - basic


34,792,059


30,755,631Weighted average units - diluted


35,008,586


30,777,361





See notes to consolidated financial statements.


4




SUMMIT PROPERTIES PARTNERSHIP, L.P.


CONSOLIDATED STATEMENT OF PARTNERS EQUITY


(Dollars in thousands)


(Unaudited)





Series CPreferred
General
LimitedUnits
Partner
Partners
TotalBalance, December 31, 2003

$
53,547

$
5,857

$
506,918

$
566,322Distributions to common unitholders


-


(117
)

(11,637
)

(11,754
)Redemption of common units


-


(2
)

(211
)

(213
)Contributions from Summit Properties Inc. related to:Issuance of common stock


-


2


211


213Exercise of common stock options


-


4


380


384Issuance of unrestricted stock grants


-


12


1,171


1,183Netdown of restricted and unrestricted stock grants


-


(5
)

(488
)

(493
)Amortization of restricted and unrestricted stock grants


-


1


143


144Dividend reinvestment and stock purchase plan


-


-


43


43Interest earned on employee notes receivable


-


(3
)

(292
)

(295
)Repayment of employee notes receivable


-


8


801


809Distributions to preferred unitholders


-


(12
)

(1,191
)

(1,203
)Net income


-


38


3,713


3,751Balance, March 31, 2004

$
53,547

$
5,783

$
499,561

$
558,891




See notes to consolidated financial statements.


5





SUMMIT PROPERTIES PARTNERSHIP, L.P.


CONSOLIDATED STATEMENTS OF CASH FLOWS


(Dollars in thousands)


(Unaudited)





Three Months Ended March 31,2004
2003Cash flows from operating activities:Net income

$
3,751

$
8,970Adjustments to reconcile net income to net cash provided byoperating activities:Loss on unconsolidated real estate joint ventures


94


89Gain on sale of real estate assets - discontinued operations


(47
)

(3,136
)Issuance of stock grants


1,183


660Depreciation and amortization


11,948


10,237Amortization of deferred settlement on interest rate swap


-


(252
)Decrease in restricted cash


4


759Increase in other assets


(608
)

(136
)Increase in accrued interest payable


179


838Increase (decrease) in accounts payable and accrued expenses


2,491


(4,922
)Increase (decrease) in security deposits and prepaid rents


250


(110
)Net cash provided by operating activities


19,245


12,997Cash flows from investing activities:Construction of real estate assets and land acquisitions


(19,131
)

(17,027
)Proceeds from sale of real estate assets


-


30,009Capitalized interest


(2,572
)

(2,603
)Investment in real estate joint venture


-


(6,204
)Recurring capital expenditures


(1,329
)

(799
)Non-recurring capital expenditures


(468
)

(220
)Corporate and other asset additions and office tenant improvements


(303
)

(44
)Decrease in notes receivable


-


1Net cash (used in) provided by investing activities


(23,803
)

3,113Cash flows from financing activities:Net borrowings on (repayments of) line of credit


7,900


(24,000
)Proceeds from issuance of mortgage debt


44,140


31,240Repayments of mortgage debt


(364
)

(1,369
)Proceeds from construction loan


1,956


-Repayment of construction loan


(35,300
)

-Repayments of tax-exempt bonds


(220
)

(220
)Payment of deferred financing costs


(378
)

(585
)Net proceeds from dividend reinvestment and stock purchase plans


43


-Dividends and distributions to unitholders


(11,735
)

(10,448
)Distributions to Series B preferred unitholders


-


(1,902
)Distributions to Series C preferred unitholders


(1,203
)

(1,203
)Proceeds from exercise of stock options


384


-Netdown of restricted and unrestricted stock awards


(493
)

(460
)Repurchase of common stock


-


(7,471
)Repayments of employee notes receivable


514


310Net cash provided by (used in) financing activities


5,244


(16,108
)Net increase in cash and cash equivalents


686

2Cash and cash equivalents, beginning of period


2,687

2,584Cash and cash equivalents, end of period

$
3,373

$ 2,586Supplemental disclosure of cash flow information:Cash paid for interest, net of capitalized interest

$
6,799

$ 6,909





See notes to consolidated financial statements.





6


SUMMIT PROPERTIES PARTNERSHIP, L.P.


NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS





Unless the context otherwise requires, all references to "we," "our" or "us" in this report refer collectively to Summit Properties Partnership, L.P., a Delaware limited partnership (the "Operating Partnership"), and its subsidiaries. All references to "Summit" in this report refer to Summit Properties Inc., a Maryland corporation and the sole general partner of the Operating Partnership.





1.   B asis of P resentation





Summit conducts substantially all of its business through the Operating Partnership and its subsidiaries. As of March 31, 2004, Summit held 90.3% of our outstanding partnership interests, consisting of a 1.0% general partner interest and an 89.3% limited partner interest. Each common unit may be redeemed by the holder for cash equal to the fair value of a share of Summits common stock or, at our option, one share of common stock (subject to adjustment). We presently determine on a case-by-case basis whether we will cause Summit to issue shares of common stock in connection with a redemption of common units rather than paying cash. With each redemption of common units for common stock, Summits percentage ownership interest in the Operating Partnership will increase. Similarly, when Summit acquires a share of common stock under its common stock repurchase program or otherwise, it simultaneously disposes of one of our common units. In addition, whenever Summit issues shares of common stock for cash, Summit will contribute any resulting net proceeds to us and we will issue an equivalent number of common units to Summit.




Distributions to holders of common units are made to enable distributions to be made to Summit stockholders under Summits dividend policy. Federal income tax laws require Summit, as a Real Estate Investment Trust, to distribute 90% of its ordinary taxable income. We make distributions to Summit to enable it to satisfy this requirement.





We have prepared the accompanying unaudited consolidated financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP") 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 GAAP for complete financial statements. We have included all material adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation. The results of operations for the three months ended March 31, 2004 are not necessarily indicative of the results that may be expected for the full year. You should read our December 31, 2003 audited financial statements and notes included in our Annual Report on Form 10-K in conjunction with these interim statements. Certain reclassifications have been made to the 2003 financial statements to conform to the 2004 presentation.





Per Unit Data - Basic earnings per unit are computed based upon the weighted average number of units outstanding during the respective period. The difference between "basic" and "diluted" weighted average units is the dilutive effect of Summits stock-based compensation outstanding. The number of units added to weighted average units outstanding for the diluted calculation was 216,527 for the three months ended March 31, 2004. The number of units added to weighted average units outstanding for the diluted calculation was 21,730 for the three months ended March 31, 2003. Dilution caused by these options had no effect on net income per unit for the three months ended March 31, 2004 or 2003.





Stock-Based Compensation  Summit has a Stock Option and Incentive Plan (the "Option and Incentive Plan") and an Employee Stock Purchase Plan ("ESPP"). Effective January 1, 2003, we adopted the fair value recognition provisions of Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based Compensation," prospectively to all stock options granted, modified, or settled after January 1, 2003 as allowed by SFAS No. 148, "Accounting for Stock-Based Compensation  Transition and Disclosure."





Business Segments - We develop, acquire, and operate primarily luxury apartment communities. Due to the similarities of our communities and their similar economic characteristics as exhibited through similar long-term financial performance, our communities have been aggregated into one reportable segment as allowed by SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information."




7


Estimates - The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.





2.   R eal E state J oint V entures





We own a 25% equity interest in a joint venture named Station Hill, LLC ("Station Hill"), in which we and Hollow Creek, LLC, a subsidiary of a major financial services company, are members. We are entitled to 25% of the joint ventures cash flow based on our equity interest. If certain benchmarks are achieved in the future, we would be entitled to a preferred return in excess of 25% of the cash flow. The operating agreement of the joint venture provides that we will be entitled to 25% of the net proceeds upon liquidation of Station Hill, although our interest in the residual value of the joint venture could increase above or decrease below 25%. Our interest in the residual value of the joint venture could decrease below 25% only if we receive more than 25% of cash flow at any time prior to liquidation. Any such decrease would be limited to the extent of cash flow in excess of 25%. Station Hill currently owns four communities and is accounted for on the equity method of accounting and, therefore, our 25% equity interest is presented in "Loss on unconsolidated real estate joint ventures" in our consolidated statements of earnings.





The following are condensed balance sheets as of March 31, 2004 and December 31, 2003 and condensed statements of earnings for the three months ended March 31, 2004 and 2003 for Station Hill (in thousands). The balance sheets and statements of earnings set forth below reflect the financial position and operations of Station Hill in its entirety, not just our interest in the joint venture .








Balance SheetsMarch 31,
December 31,2004
2003Real estate assets, net

$
69,177

$
69,795Cash and cash equivalents


1,099


690Other assets


207


312Total assets

$
70,483

$
70,797Mortgages payable

$
57,645

$
57,870Other liabilities


828


544Partners' capital


12,010


12,383Total liabilities and partners' capital

$
70,483

$
70,797







Statements of EarningsThree Months Ended March 31,2004
2003Revenues

$
2,298

$
2,369Expenses:Property operating


939


953Depreciation and amortization


765


765Interest


967


981Total expenses


2,671


2,699Net loss

$
(373
)
$
(330
)


8


Prior to July 3, 2003, we owned a 29.78% interest in a joint venture named SZF, LLC, which owns substantially all of the interests in Coral Way, LLC, a limited liability company that is developing, through a third-party contractor, an apartment community in Miami, Florida. On July 3, 2003, we purchased our joint venture partners 70.22% interest in SZF, LLC for $10.0 million in cash. The community will consist of 323 apartment homes and approximately 17,500 square feet of office/retail space. The limited liability company also owns an adjacent piece of land. The construction costs are being funded through the equity that the joint venture contributed to the limited liability company and by a loan to that company from an unrelated third party. We repaid the construction loan on January 30, 2004. As a result of construction costs exceeding the construction loan amount, SZF, LLC has agreed to advance to Coral Way, LLC the amount required to fund such costs in excess of the construction loan. Certain affiliates of the developer of the apartment community have guaranteed the reimbursement of those costs to Coral Way, LLC and SZF, LLC. These advances accrue a preferential return at the rate of eleven percent (11%) per year to be paid from the distributions from the joint venture. The preferred return will not be recognized until the community has earnings or gains to fund such a return. As of March 31, 2004, we had advanced $12.7 million to SZF, LLC which, in turn, advanced such amounts to Coral Way, LLC. Prior to July 3, 2003, this joint venture was accounted for under the equity method of accounting and its balance sheet and income statement information was not material to our consolidated financial statements taken as a whole. As a result of the purchase of our joint venture partners interest in SZF, LLC, the assets, liabilities and operating activities of this joint venture are now consolidated into our financial statements.




On August 12, 2003, we received notice of a suit filed by certain affiliates of Coral Way, LLC against us, Summit and Summit Management Company (the "Management Company") (see Part II, Item 1. "Legal Proceedings" included in this report). One of the remedies demanded in the suit is termination of the guarantee agreements to which reference is made above. We believe that the allegations made in this suit are not supported by the facts and we intend to vigorously defend against this suit. If we are successful, the guarantee agreements will remain in place and the guarantors will remain obligated to reimburse Coral Way, LLC and SZF, LLC for the costs in excess of the construction loan.





In 2002, we entered into two separate joint ventures with a major financial services institution (the "investor member") to redevelop Summit Roosevelt and Summit Grand Parc, both located in Washington, D.C., in a manner to permit the use of federal rehabilitation income tax credits. The investor member contributed approximately $6.5 million for Summit Roosevelt and approximately $2.6 million for Summit Grand Parc in equity to fund a portion of the total estimated costs for the respective communities and will receive a preferred return on these capital investments and an annual asset management fee with respect to each community. The investor members interests in the joint ventures are subject to put/call rights during the sixth and seventh years after the respective communities are placed in service. These joint ventures are consolidated into our financial statements.





3.   N otes P ayable





New Mortgages  On March 30, 2004, we obtained a $16.6 million mortgage note collateralized by Summit Ashburn Farm. This mortgage bears interest at a fixed rate of 4.69% until its maturity on April 1, 2011. The mortgage requires monthly principal and interest payments on a 30-year amortization schedule with a balloon payment due at maturity.





On March 30, 2004, we obtained a $27.5 million mortgage note collateralized by Summit Crest. This mortgage bears interest at a fixed rate of 4.63% until its maturity on April 1, 2011. The mortgage requires monthly interest payments only during the first year of the mortgage and requires monthly principal and interest payments on a 30-year amortization schedule starting with the second year of the mortgage with a balloon payment due at maturity.





Medium-Term Notes  On April 20, 2000, we commenced a new program for the sale of up to $250.0 million aggregate principal amount of medium-term notes ("MTNs"), due nine months or more from the date of issuance. We had notes with an aggregate principal amount of $95.0 million outstanding in connection with this MTN program as of March 31, 2004.




9


On May 29, 1998, we established a program for the sale of up to $95.0 million aggregate principal amount of MTNs due nine months or more from the date of issuance. We had MTNs with an aggregate principal amount of $25.0 million outstanding in connection with this MTN program as of March 31, 2004. As a result of the commencement of the $250.0 million MTN program, we cannot issue any additional notes under the $95.0 million MTN program.





The MTNs require that we comply with certain affirmative, negative and financial covenants. We were in compliance with these covenants as of March 31, 2004.





Unsecured Notes  The unsecured notes consist of $50.0 million of notes due in 2004 and $50.0 million of notes due in 2007. The unsecured notes require semi-annual interest payments until the end of the respective terms. The unsecured notes require that we comply with certain affirmative, negative and financial covenants. We were in compliance with these covenants as of March 31, 2004.





Credit Facilities  On July 28, 2003, we obtained a secured credit facility with a total current commitment of $200.0 million and current availability of $189.0 million. We have the ability to increase this commitment and availability pursuant to the terms of the credit agreement. The secured credit facility replaced our then-existing $225.0 million unsecured credit facility and provides funds for new development, acquisitions and general working capital purposes. This facility is secured by nine of our communities (Summit Fair Oaks, Summit Governors Village, Summit Grandview, Summit Lake, Summit Peachtree City, Summit Portofino, Summit Sedgebrook, Summit Shiloh and Summit Sweetwater) and matures in July 2008. As described in the credit agreement, loans under the credit facility are limited subject to debt service coverage and loan to value ratios and bear interest at the Reference Bill Index Rate (defined as the money market yield for the Reference Bills as established by the most recent Reference Bill auction conducted by Freddie Mac) plus 58 to 91 basis points depending on the level of debt service coverage. As of March 31, 2004, the outstanding balance of the credit facility was $126.9 million and the interest rate was 1.55%.





On July 28, 2003, we obtained an unsecured letter of credit facility, which matures in July 2008 and has a total commitment of $20.0 million. The letters of credit issued under this facility will serve as collateral for performance on contracts and as credit guarantees to banks and insurers. As of March 31, 2004, there were $7.5 million of letters of credit outstanding under this facility.





Construction Loan  Concurrent with the purchase of our joint venture partners equity interest in SZF, LLC in July 2003 (see Note 2), we consolidated the construction loan related to the community that is being developed by such joint venture. We repaid the construction loan on January 30, 2004.





4.   LAND SALE AND COMMUNITIES HELD FOR SALE





We did not sell any communities during the three months ended March 31, 2004. We sold one parcel of land for $88,000 during the three months ended March 31, 2004. This land was located at one of the communities which was held for sale as of March 31, 2004 and was sold to the municipality in which it is located as an easement for highway construction. We recognized a gain on sale of $47,000 related to this land.





In accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," income and gain on disposition of real estate for communities sold or considered held for sale are reflected in our consolidated statements of earnings as "discontinued operations" for all periods presented. In addition, we have separately reflected the assets and liabilities of these communities as "Net real estate assets  assets held for sale," "Other assets  assets held for sale" and "Notes payable and other liabilities  assets held for sale" in our consolidated balance sheets for all periods presented.





We have five apartment communities, Summit Square and Summit Highland, both located in Raleigh, North Carolina, Summit Belmont, located in Fredericksburg, Virginia, Summit Fair Oaks, located in Fairfax, Virginia and Summit Reston, located in Reston, Virginia, which were all considered held for sale as of March 31, 2004. The real estate assets of these five communities were recorded at the lower of cost or fair value less costs to sell, or $66.4 million in the aggregate, as of March 31, 2004. The revenues from these five communities represented 9.6% of our revenues for the three months ended March 31, 2004.





10


Below is a summary of discontinued operations for the three months ended March 31, 2004 for the five communities considered held for sale as of that date, and for the three months ended March 31, 2003, for the five communities mentioned above as well as the eight communities sold since January 1, 2003.





Three Months Ended March 31,2004
2003Property revenues:Rental

$
3,657

$
9,917Other property


225


688Total property revenues


3,882


10,605Property operating expenses


1,217


3,931Depreciation


838


2,227Interest and amortization


63


1,379Income from discontinued operations before gain on disposition of discontinued operations


1,764


3,068Gain on disposition of discontinued operations


47


3,136Total discontinued operations

$
1,811

$
6,204





5.   N otes R eceivable from E mployees





Summits Board of Directors believes that ownership of its common stock by its executive officers and certain other qualified employees aligns the interests of these officers and employees with the interests of Summits stockholders. To this end, Summits Board of Directors approved, and Summit instituted, a loan program. As a result of the Sarbanes-Oxley Act of 2002, Summit is no longer permitted to make loans to its executive officers and, therefore, new issuances to Summits executive officers under the loan program have been terminated. Under the terms of the loan program, Summit lent amounts to certain of its executive officers and other qualified employees to (a) finance the purchase of Summits common stock on the open market at then-current market prices, (b) finance the payment of the exercise price of one or more stock options to purchase shares of Summits common stock, or (c) finance the annual tax liability or other expenses of an executive officer related to the vesting of shares of common stock which constitute a portion of a restricted stock award granted to the executive officer. The relevant officer or employee has executed a promissory note and security agreement related to each loan extended. Each outstanding note bears interest at a rate established on the date of the note, is full recourse to the officers and employees and is collateralized by the shares of Summits common stock which are the subject of the loans. If the market price of Summits common stock falls materially below the price at which the shares of stock were purchased, the proceeds of the sale of the common stock may not be sufficient to repay the loan. As of March 31, 2004, Summit had employee loans receivable in the amount of $16.8 million which were collateralized by 810,953 shares of Summits common stock valued at $19.3 million. Summit had employee loans receivable in the amount of $17.4 million as of December 31, 2003.





6.   C ommitments and C ontingencies




The estimated cost to complete the five development projects currently under construction was $59.2 million as of March 31, 2004. Anticipated construction completion dates of the projects range from the second quarter of 2004 to the fourth quarter of 2006.
 
 As collateral for performance on contracts and as credit guarantees to banks and insurers, we were contingently liable under standby letters of credit in the aggregate amount of $7.5 million as of March 31, 2004.





We carry terrorism insurance on all communities. The terrorism insurance is subject to coverage limitations, which we believe are commercially reasonable. No assurance can be given that material losses in excess of insurance proceeds will not occur in the future, or that insurance coverage for acts of terrorism will be available in the future.





We are subject to a variety of claims and suits that arise in the ordinary course of business, including actions with respect to contracts and cases in which claims have been brought against us by current and former employees, residents, independent contractors and vendors. While the resolution of these matters cannot be predicted with certainty, we believe that the final outcome of such matters will not be material to our financial position or results of operations. If we determine that a loss is probable to occur, the estimated amount of that loss would be recorded in the financial statements.





We are a party to a number of agreements and contracts pursuant to which we may be obligated to indemnify the other party with respect to certain matters. Typically, these obligations arise in contracts into which we enter, under which we customarily agree to hold the other party harmless against certain losses arising from breaches of representations, warranties and/or covenants related to such matters as, among others, title to assets, specified environmental matters, qualification to do business, due organization, non-compliance with restrictive covenants, laws, rules and regulations, maintenance of insurance and payment of tax bills due and owing. Additionally, with respect to retail and office lease agreements we enter into as landlord, we may also indemnify the other party against damages caused by our willful misconduct or negligence associated with the operation and management of the building. Although no assurances can be made, we believe that if we were to incur a loss in any of these matters, such loss should not have a material effect on our financial condition or results of operations. Historically, payments made with regard to these agreements have not had a material effect on our financial condition or results of operations.






11




Summit has employment agreements with two of its former executive officers, both of whom resigned from such executive positions, but who remain as employees and have agreed to provide various services to Summit from time to time through December 31, 2011. Each employment agreement requires that Summit pay to the former officers a base salary aggregating up to $2.1 million over the period from July 1, 2001 to December 31, 2011 (beginning with calendar year 2002, up to $200,000 on an annual basis). Each employment agreement also requires that Summit provide participation in its life insurance plan, office space, information systems support and administrative support for the remainder of each employees life, and participation in Summits health and dental insurance plans until the last to die of the employee or such employees spouse. Either party can terminate the employment agreements effective 20 business days after written notice is given. The full base salary amount due shall be payable through 2011 whether or not the agreements are terminated earlier in accordance with their terms.





7.   Restricted And Unrestricted Stock





On January 2, 2004, Summit issued 27,982 shares of restricted stock valued at $658,000 pursuant to its 2001 Performance Stock Award Plan. One-half of these shares, valued at $329,000, vested on January 2, 2004. The remaining shares will vest in two equal annual installments on January 2, 2005 and January 2, 2006.





During the three months ended March 31, 2004, Summit issued 40,063 shares of unrestricted stock (representing 20% of the total 200,315 shares of common stock that could have been received by employees at the date of issuance) valued at $881,000 to employees under its 1994 Stock Option and Incentive Plan. During the three months ended March 31, 2003, Summit issued 33,342 shares of unrestricted stock (representing 15% of the total 222,270 shares of common stock that could have been received by employees at the date of issuance) valued at $660,000 to employees under the same plan. These shares were issued pursuant to stock award agreements entered into with certain of Summits employees dated February 6, 2002 (the "2002 Stock Grants"). The remaining shares will be issued based on the following schedule of dates and percentages: an additional 20% on each of March 1, 2005 and 2006 and the final 25% on March 1, 2007. As of March 31, 2004, following the issuance of the shares mentioned above and certain employee forfeitures, a total of 130,205 shares remained available for issuance under the 2002 Stock Grants. The respective employee will receive the applicable number of shares on each date if he or she continues to be employed by Summit on such date, or earlier upon his or her death or disability or upon a "change of control" of Summit. Employees surrendered 14,760 shares of stock during the three months ended March 31, 2004 and surrendered 12,589 shares during the three months ended March 31, 2003 to satisfy the personal income tax liability related to the 2002 Stock Grants and an additional 6,640 shares during the three months ended March 31, 2004 and 12,772 shares during the three months ended March 31, 2003 to satisfy the personal income tax liability related to shares of restricted stock granted prior to January 1, 2004 which vested during the three months ended March 31, 2004 and 2003, respectively.





8. Preferred Units





On September 18, 2003, we redeemed all 3.4 million preferred units of limited partnership interest designated as 8.95% Series B Cumulative Redeemable Perpetual Preferred Units for cash in the amount of $25.20 per unit plus all unpaid distributions through the redemption date. Distributions on the Series B preferred units were cumulative from the date of original issuance and were payable quarterly at the rate of 8.95% per year of the $25.00 original capital contribution. We made distributions to the holders of the Series B preferred units in the aggregate amount of $1.9 million during the three months ended March 31, 2003.





As of March 31, 2004, we had outstanding 2.2 million preferred units of limited partnership interest designated as 8.75% Series C Cumulative Redeemable Perpetual Preferred Units. These preferred units are redeemable on or after September 3, 2004 for cash at a redemption price equal to the holders capital account. The holder of the Series C preferred units has the right to exchange these preferred units for shares of Summits Series C preferred stock on a one-for-one basis, subject to adjustment: (a) on or after September 3, 2009, (b) if full quarterly distributions are not made for six quarters, (c) upon the occurrence of specified events related to our treatment or the treatment of the preferred units for federal income tax purposes, or (d) if the holdings in the Operating Partnership of the Series C unitholder exceed 18% of the total profits of or capital interest in the Operating Partnership for a taxable year. Distributions on the Series C preferred units are cumulative from the date of original issuance and are payable quarterly at the rate of 8.75% per year of the $25.00 original capital contribution. We made distributions to the holder of the Series C preferred units in the aggregate amount of $1.2 million during each of the three months ended March 31, 2004 and 2003.





12




9. Derivative Financial Instruments





We are exposed to capital market risk, such as changes in interest rates. To manage the volatility relating to interest rate risk, we may enter into interest rate hedging arrangements from time to time. We generally do not utilize derivative financial instruments for trading or speculative purposes.





On June 14, 2002, we entered into an interest rate swap with a notional amount of $50.0 million, relating to $50.0 million of 7.20% fixed rate notes issued under our medium-term note program. Under the interest rate swap agreement, through the maturity date of August 15, 2007, (a) we have agreed to pay to the counterparty the interest on a $50.0 million notional amount at a floating interest rate of three-month LIBOR plus 241.75 basis points, and (b) the counterparty has agreed to pay to us the interest on the same notional amount at the fixed rate of the underlying debt obligation. The floating rate as of March 31, 2004 was 3.5375%. The fair value of the interest rate swap was an asset of approximately $3.8 million as of March 31, 2004. The swap has been designated as a fair value hedge of the underlying fixed rate debt obligation and has been recorded in "Other assets" in our consolidated balance sheets. We assume no ineffectiveness as the interest rate swap meets the short-cut method conditions required under SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," for fair value hedges of debt instruments. Accordingly, no gains or losses were recorded in income relative to our underlying debt and interest rate swap.





10. Common Stock Repurchase Program





Summit has a common stock repurchase program, originally approved by its Board of Directors in March 2000, pursuant to which Summit is authorized to purchase up to an aggregate of $56.0 million of currently issued and outstanding shares of its common stock. All repurchases have been, and will be, made on the open market at prevailing prices or in privately negotiated transactions. This authority may be exercised from time to time and in such amounts as market conditions warrant.





Summit made no stock repurchases during the three months ended March 31, 2004. As of March 31, 2004, Summit had repurchased 1.2 million shares of its common stock valued at $23.6 million (an average price per share of $18.88) under this plan. Summit had $32.4 million remaining for authorized repurchases under the program as of March 31, 2004.




13


11. Supplemental Cash Flow Information





Non-cash investing and financing activities for the three months ended March 31, 2004 and 2003 are as follows:





A.
We accrued distributions payable of $11.7 million as of March 31, 2004 and December 31, 2003.B.
Summit granted 40,063 shares of unrestricted stock valued at $881,000 during the three months ended March 31, 2004. There were 14,760 shares of stock valued at $325,000 surrendered to satisfy the income tax liability of grantees during the same period.C.
Summit granted 33,342 shares of unrestricted stock valued at $660,000 during the three months ended March 31, 2003. There were 25,361 shares of stock valued at $460,000 surrendered to satisfy the income tax liability of grantees during the same period.D.
On January 2, 2004, Summit issued 27,982 shares of restricted stock valued at $658,000 pursuant to its 2001 Performance Stock Award Plan. One-half of these shares, valued at $329,000, vested on January 2, 2004. The remaining shares will vest in two equal annual installments on January 2, 2005 and January 2, 2006.E.
Summit issued 14,456 shares of common stock in exchange for 14,456 common units during the three months ended March 31, 2004. The value of these shares of common stock was $213,000.





12.  SUBSEQUENT EVENTS





Subsequent to March 31, 2004, we executed separate contracts to purchase two communities in Charlotte, North Carolina for an aggregate purchase price of $62.8 million. The acquisitions of these two communities are expected to be completed before the end of the second quarter of 2004 and are subject to normal and customary closing terms.





14





Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations





Unless the context otherwise requires, all references to "we," "our" or "us" in this report refer collectively to Summit Properties Partnership, L.P., a Delaware limited partnership (the "Operating Partnership"), and its subsidiaries. All references to "Summit" in this report refer to Summit Properties Inc., a Maryland corporation and the sole general partner of the Operating Partnership.





Executive Summary





We focus on the operation, development and acquisition of luxury apartment communities in select neighborhoods throughout the Southeast and Mid-Atlantic United States. We focus our efforts in five markets which consist of Washington, D.C., Southeast Florida, Atlanta, Raleigh and Charlotte. As of March 31, 2004, our portfolio consisted of 47 completed communities comprising 14,382 apartment homes; four communities owned in a joint venture, comprised of 1,203 apartment homes; and four apartment communities with 1,403 apartment homes in various stages of development.





Our income from continuing operations is generated primarily from operations of our apartment communities. The changes in operating results from period to period reflect changes in existing community performance and changes in the number of apartment homes due to development, acquisition, or disposition of communities. To better understand our overall operating performance, our communities have been categorized in five "status" groups. We consider a community to be "stabilized" when it has attained a physical occupancy level of at least 93%. A community that we have developed is deemed "same-property" when stabilized for at least one year as of the beginning of the current year. A community that we have acquired is deemed "same-property" when we have owned it for one year or more as of the beginning of the current year. A community is deemed to be a "stabilized development" community when stabilized as of the beginning of the current year but not the entire prior year. A "lease-up" community is defined as one that has commenced rental operations but was not stabilized as of the beginning of the current year. As of March 31, 2004, we had 11,006 same-property apartment homes in 37 communities, 1,095 acquisition apartment homes in two communities, 1,997 stabilized development apartment homes in seven communities and 1,199 lease-up apartment homes in four communities (three of which communities comprising 915 apartment homes are not yet complete).





During 2003, we developed and implemented a rent optimization software program. This program will help us manage revenue by allowing us to set daily rents on apartment homes as they become available for rental. Automating the balance between vacancy and rents provides a more efficient method to pricing and will be a valuable tool to help us manage our properties at their greatest rental revenue producing potential.





We have been experiencing weakening apartment fundamentals over the past several years due to the downturn of the national economy as well as declining economic conditions in our markets. As a result, local demand for apartment homes has declined due to lower job growth and/or job losses, primary drivers of apartment demand, which has led to lower rental rates in order to maintain desired occupancy rates. Additionally, the low interest rate environment has produced record home sales which, when combined with the slowing economy, has reduced the number of prospective residents. The low interest rate environment has also provided the opportunity for developers to continue to add to the supply of apartments in our markets.





Looking forward, we view the primary risk to our business as continued economic malaise in our markets. However, we believe that fundamentals in our markets have stabilized. Our core markets produced 115,000 new jobs during the twelve months ended February 2004, which we expect will drive future demand. Additionally, permit issuance in 2003 was at a six-year low and we expect that this will result in a decreased supply of competitive apartment homes during 2004. Among our five markets, the fundamentals in our Washington, D.C. and South Florida markets are the strongest, and we expect the ability to raise rents to return to these markets first.  Fundamentals are not as strong in the Atlanta, Charlotte and Raleigh markets, and, accordingly, we expect it will take longer for the ability to raise rents to gain momentum in these markets.  We will continue to closely monitor and act upon key market dynamics by making disciplined strategic investments, sound operating decisions, and utilizing prudent financial measures.




15


Critical Accounting Policies





We prepare our financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"). A summary of our significant accounting policies is disclosed in Note 3 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2003. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. We consider critical accounting policies to be those policies that have the most impact on the reporting of our financial condition and those requiring significant judgments and estimates. Our critical accounting policies relate to cost capitalization and asset impairment evaluation.





Cost Capitalization





Expenditures directly related to the acquisition, development and improvement of real estate assets are capitalized at cost as land, buildings and improvements or furniture, fixtures and equipment in accordance with Statement of Financial Accounting Standards ("SFAS") No. 67, "Accounting for Costs and Initial Rental Operations of Real Estate Projects." These amounts are depreciated over estimated useful lives determined by management. Determining whether expenditures meet the criteria for capitalization and the assignment of depreciable lives requires our management to exercise significant judgment. Improvements are categorized as either non-recurring or recurring capitalized expenditures. Non-recurring capitalized expenditures primarily consist of major renovations and upgrades of apartment homes. Recurring capitalized expenditures consist primarily of exterior painting, new appliances, vinyl flooring, blinds, tile, wallpaper and carpet. Repairs and maintenance, such as landscaping maintenance, interior painting and cleaning and supplies used in such activities, are expensed as incurred and we do not accrue for such costs in advance. In addition, we have a group of employees responsible for the supervision of our capital expenditure projects and capitalize a portion of their direct costs. The amounts capitalized depend on the level of such activities.





During the development and construction of a new community, we capitalize all direct and indirect costs, including interest related to apartment construction and certain operational costs for communities under construction and in lease-up. Included in these costs is managements estimate of the portion of internal costs that are incremental and considered related to such development activities. The amounts capitalized depend on the timing of such activities. Interest costs are capitalized in accordance with SFAS No. 34, "Capitalization of Interest Cost," based on the ratio of those units available for rental to the total number of units in the community, and depreciated over the lives of the constructed assets. We capitalize the cost of our development department efforts to projects currently under construction, currently at a rate of 3.0% of such construction assets. Such costs are then depreciated over the lives of the constructed assets upon their completion. We treat each unit in an apartment community separately for capitalization and expense recognition purposes, resulting in a proration of interest and operational costs in a development community between costs that are capitalized or expensed. As units become available for their intended use, we cease capitalization of interest and operational costs on those units based on the ratio of those units available for rental to the total number of units in the community.





Asset Impairment Evaluation





We record our real estate assets to be held and used at cost, less accumulated depreciation, unless considered impaired. If events or circumstances indicate that the carrying amount of a community may be impaired, we will assess its recoverability by estimating the undiscounted future cash flows of the community. If our recoverability assessment results in an indication of impairment for communities to be held and used, or if a community is considered to be held for sale, then we determine the communitys fair value. Applying capitalization rates to a communitys property operating income is a widely used measure of fair value. Determining appropriate capitalization rates requires significant judgment and is generally based on the prevailing rate for the submarket in which the community is located. Capitalization rates can fluctuate due to changes in the general economy or within specific submarkets. If the actual capitalization rate for a community varies significantly from managements estimate, the impairment evaluation may be significantly affected. For assets to be held and used, if the carrying amount exceeds the undiscounted future cash flows, we would recognize an impairment loss to the extent the





16


carrying amount exceeds the estimated fair value of the community and such loss would be included in income from continuing operations. Assets to be disposed of are recorded at the lower of carrying amount or fair value less cost to sell. An impairment loss will be recognized for any write-down to fair value less cost to sell and reported in the discontinued operations section of the consolidated statements of earnings.





In accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," we present operating results of communities we consider held for sale, as well as those sold, in discontinued operations in our consolidated statements of earnings.





Results of Operations for the Three Months Ended March 31, 2004 and 2003





Net income decreased to $3.8 million for the three months ended March 31, 2004 from $9.0 million for the same period in 2003 primarily due to a decrease of $3.1 million in gain on disposition of discontinued operations. In the first quarter of 2003, we sold one community, whereas in 2004, there were no community sales.





Income from continuing operations before loss on unconsolidated real estate joint ventures decreased to $2.0 million for the three months ended March 31, 2004 from $2.9 million for the same period 2003. The primary factors causing this decrease are a decrease in interest income due to a decrease of $246,000 in interest earned on sales proceeds placed with qualified intermediaries in accordance with like-kind exchange rules and regulations as well as a decrease in other income due to proceeds received in 2003 related to a pursuit project which did not come to fruition, with no similar fee in 2004. In addition, general and administrative expenses increased by $333,000 primarily due to an increase of $311,000 related to performance-based compensation.





We evaluate community performance based on growth of property operating income, which is defined as rental and other property revenues less property operating and maintenance expense. We believe that property operating income is a meaningful measure for an investors analysis of community performance as it represents the most consistent, comparable operating performance among our communities. Depreciation is a fixed cost not controllable by our property management staff and not all communities are encumbered by financing instruments. Therefore, all property operating and maintenance expense amounts in this Managements Discussion and Analysis section are presented before depreciation, interest and amortization. Property operating income does not include any allocation of corporate overhead. You should not consider property operating income as an alternative to net income (determined in accordance with GAAP) as an indication of our financial performance or as an alternative to cash flows from operating activities (determined in accordance with GAAP), as a measure of our liquidity. Our calculation of property operating income may differ from the methodology and definition used by other apartment companies, and, accordingly, may not be comparable to similarly entitled measures used by other apartment companies.





A communitys average physical occupancy is defined as the number of apartment homes occupied divided by the total number of apartment homes contained in the community, 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 rent per occupied apartment home represents collected rent per occupied apartment home. Our methodology for calculating average physical occupancy and average rent per occupied apartment home may differ from the methodology used by other apartment companies and, accordingly, may not be comparable to other apartment companies.





A summary of our apartment homes (excluding joint ventures) for the three months ended March 31, 2004 and 2003 is as follows:




2004
2003Apartment homes at January 1 of the year


14,554


15,428Developments which began rental operations during the period


743


502Sale of apartment homes


-


(240
)Apartment homes at March 31 of the year


15,297


15,690







17


The property operating income of our communities (excluding joint venture communities) and a reconciliation to income available to common unitholders is summarized below (dollars in thousands):




Three Months Ended March 31,2004
2003
% ChangeProperty revenue:Same-property communities

$
29,223

$
29,269


-0.2
%Acquisition communities


3,772


-


100.0
%Stabilized development communities


6,200


3,476


78.4
%Lease-up communities


435


-


100.0
%Disposition communities


-


6,674


-100.0
%Total property revenue


39,630


39,419


0.5
%Property operating and maintenance expense:Same-property communities


9,867


9,578


3.0
%Acquisition communities


1,387


-


100.0
%Stabilized development communities


2,563


1,346


90.4
%Lease-up communities


261


2


12950.0
%Disposition communities


-


2,742


-100.0
%Total property operating and maintenance expense


14,078


13,668


3.0
%Property operating income:Same-property communities


19,356


19,691


-1.7
%Acquisition communities


2,385


-


100.0
%Stabilized development communities


3,637


2,130


70.8
%Lease-up communities


174


(2
)

8800.0
%Disposition communities


-


3,932


-100.0
%Property operating income


25,552


25,751


-0.8
%Interest and other income


370


1,002


-63.1
%Management fees - third party communities


147


170


-13.5
%Depreciation and amortization expense (continuingand discontinued operations)


(11,400
)

(9,832
)

15.9
%Interest and amortization of deferred financing costs(continuing and discontinued operations)


(7,305
)

(8,130
)

-10.1
%General and administrative expense


(1,891
)

(1,558
)

21.4
%Property management - owned communities


(1,494
)

(1,320
)

13.2
%Property management - third party communities


(181
)

(160
)

13.1
%Loss on real estate joint ventures


(94
)

(89
)

5.6
%Gain on sale of real estate assets (continuing anddiscontinued operations)


47


3,136


-98.5
%Distributions to Series B and Series C preferredunitholders


(1,203
)

(3,105
)

-61.3
%Income available to common unitholders

$
2,548

$
5,865


-56.6
%





18


Operating Performance of our Same-Property Communities





The operating performance of our same-property communities is summarized below (dollars in thousands, except average rent per occupied apartment home). The comparison of 2004 to 2003 includes those communities and apartment homes that were considered same-property as of March 31, 2004.





Three Months Ended March 31,2004
2003
% ChangeProperty revenues:Rental

$
27,127

$
27,478


-1.3
%Other


2,096


1,791


17.0
%Total property revenues


29,223


29,269


-0.2
%Property operating expenses:Personnel


2,589


2,380


8.8
%Advertising and promotion


395


354


11.6
%Utilities


1,535


1,531


0.3
%Building repairs and maintenance


1,045


1,284


-18.6
%Real estate taxes and insurance


3,899


3,609


8.0
%Other operating expense


404


420


-3.8
%Total property operating expense


9,867


9,578


3.0
%Property operating income

$
19,356

$
19,691


-1.7
%Average physical occupancy


94.2
%

94.7
%

-0.5
%Average rent per occupied apartment home

$
872

$
889


-1.9
%Number of apartment homes


11,006


11,006Number of apartment communities


37


37





Property revenues remained stable at $29.2 million for the three months ended March 31, 2004 and $29.3 million for the same period in 2003. Personnel costs increased by $209,000, or 8.8%, from 2003 to 2004 primarily due to an increase in medical costs in 2004 when compared to 2003. Real estate taxes and insurance increased by $290,000, or 8.0%, from 2003 to 2004 primarily due to an increase in insurance rates and an increase in expected real estate tax rates and valuations in 2004 when compared to 2003. Repairs and maintenance expense decreased by $239,000, or 18.6%, from 2003 to 2004 primarily due to the fact that turnover of our same-property apartment homes due to move-outs is down 4.4% over the 2003 period and our maintenance personnel are completing more in-house painting and other repair work rather than having third-party vendors complete such tasks.





Operating Performance of our Acquisition Communities





On May 6, 2003, we purchased certain assets of Brickell Grand, Inc., including the community known as Summit Brickell and a note receivable from the developer, located in Miami, Florida for $59.4 million. Summit Brickell contains 405 apartment homes and approximately 18,000 square feet of retail space. On December 31, 2003, we purchased Summit Lansdowne, located in Loudon County, Virginia, for $99.2 million. Summit Lansdowne contains 690 apartment homes. We did not acquire any communities during the first quarter of 2003. The operating performance of our acquisition communities is summarized below (dollars in thousands, except average rent per occupied apartment home):





Three Months Ended March 31,2004
2003Property revenues:Rental

$
3,581

$
-Other


191


-Total property revenues


3,772


-Property operating expenses


1,387


-Property operating income

$
2,385

$
-Average physical occupancy


92.2
%

-Average rent per occupied apartment home

$
1,195


-Number of apartment homes


1,095


-





19





Operating Performance of our Stabilized Development Communities





Stabilized development communities include seven communities with a total of 1,997 apartment homes (Summit Valleybrook, Summit Brookwood, Summit Grand Parc, Summit Roosevelt, Summit Stockbridge, Summit at Lenox and Summit Reunion Park I). Summit at Lenox is an existing community with 431 apartment homes that has recently been undergoing major renovations. Its operating results are included in results of stabilized development communities as it has not yet reached stabilization after renovation. With the exception of Summit at Lenox, the communities considered stabilized development were in the early stages of lease-up (i.e. had not yet stabilized) during 2003 and, therefore, the levels of property operating income and average physical occupancy are lower in 2003 when compared to 2004. The average rent per occupied apartment home was $997 for the three months ended March 31, 2004. The operating performance of our stabilized development communities is summarized below (dollars in thousands, except average rent per occupied apartment home):





Three Months Ended March 31,2004
2003Property revenues:Rental

$
5,715

$
3,255Other


485


221Total property revenues


6,200


3,476Property operating expenses


2,563


1,346Property operating income

$
3,637

$
2,130Average physical occupancy


92.7
%

57.7
%Number of apartment homes


1,997


1,997





Operating Performance of our Communities in Lease-Up





The table below summaries the four communities in lease-up during the three months ended March 31, 2004 (dollars in thousands):





AveragePhysicalTotal
Actual/

Occupancy
% LeasedNumber of
Actual/
Anticipated
Actual/
Three Months
as ofApartment
Anticipated
Construction
Anticipated
Ended March
March 31,Community

Homes
Cost
Completion
Stabilization
31, 2004
2004Summit Silo Creek - Washington, D.C.


284

$
39,040


Q1 2004


Q4 2004


37.1
%

49.6
%Summit Reunion Park II - Raleigh, NC


172


10,800


Q2 2004


Q4 2004


11.6
%

23.8
%Summit Brickell View - Miami, FL


323


74,000


Q4 2004


Q4 2005


0.0
%

5.3
%Summit Las Olas - Ft. Lauderdale, FL


420


73,700


Q4 2004


Q1 2006


0.0
%

6.9
%1,199

$
197,540





The actual stabilization dates for our communities in lease-up may be later than anticipated. The operating performance of our lease-up communities is summarized below (dollars in thousands). None of the communities in lease-up at March 31, 2004 had begun leasing activity as of March 31, 2003. Summit Brickell View and Summit Las Olas had begun pre-leasing activities as of March 31, 2004, but neither of these communities were complete, nor had residents occupied any units as of that date. Therefore, the information below does not include any rental income for these two communities for either year.





Three Months Ended March 31,2004
2003Property revenues:Rental

$
383

$
-Other


52


-Total property revenues


435


-Property operating expenses


261


2Property operating income (loss)

$
174

$
(2
)Number of apartment homes


1,199


1,199


20


Operating Performance of our Disposition Communities





We did not dispose of any communities during the three months ended March 31, 2004.





The 2003 disposition communities consist of the former Summit Fairways, Summit Turtle Rock, Summit Camino Real, Summit Buena Vista, Summit Belcourt, Summit Las Palmas, Summit Arboretum and Summit San Raphael (comprised of an aggregate of 2,927 apartment homes), all of which were sold during the year ended December 31, 2003. With the exception of Summit Fairways, all of the communities disposed of during 2003 were located in Texas and, therefore, completed our exit of the Texas market.





The operating performance of the disposition communities is summarized below (dollars in thousands):





Three Months Ended March 31,2004
2003Property revenues:Rental

$
-

$
6,194Other


-


480Total property revenues


-


6,674Property operating expenses


-


2,742Property operating income

$
-

$
3,932Number of apartment homes


-


2,927





Communities Sold or Held for Sale





We did not sell any communities during the three months ended March 31, 2004. We sold one parcel of land for $88,000 during the three months ended March 31, 2004. This land was located at one of the communities which was held for sale as of March 31, 2004 and was sold to the municipality in which it is located as an easement for highway construction. We recognized a gain on sale of $47,000 related to this land.





During the three months ended March 31, 2003, we sold one community, Summit Fairways (240 apartment homes) for $18.8 million, resulting in an aggregate gain on sale of $3.1 million. Net proceeds from the sale of Summit Fairways of $18.3 million were used to reduce amounts outstanding under our credit facility.





In accordance with SFAS No. 144, net income and gain on disposition of real estate for communities sold or considered held for sale are reflected in our statements of earnings as "discontinued operations" for all periods presented. Below is a summary of discontinued operations for the three months ended March 31, 2004 for the five communities considered held for sale as of that date, and for the five communities mentioned above as well as the eight communities sold since January 1, 2003 for the three months ended March 31, 2003 (in thousands):





Three Months Ended March 31,2004
2003Property revenues:Rental

$
3,657

$
9,917Other property


225


688Total property revenues


3,882


10,605Property operating expenses


1,217


3,931Depreciation


838


2,227Interest and amortization


63


1,379Income from discontinued operations before gain on disposition of discontinued operations


1,764


3,068Gain on disposition of discontinued operations


47


3,136Total discontinued operations

$
1,811

$
6,204





21


Development Activity





Development communities in process as of March 31, 2004 are summarized as follows (dollars in thousands):





Total

Estimated
AnticipatedApartment
Estimated
Cost To
Cost To
ConstructionCommunity

Homes
Costs
Date
Complete
CompletionSummit Reunion Park II - Raleigh, NC


172

$
10,800

$
9,631

$
1,169


Q2 2004Summit Brickell View - Miami, FL


323


74,000


71,223


2,777


Q4 2004Summit Las Olas - Ft. Lauderdale, FL


420


73,700


70,245


3,455


Q4 2004Summit Fairfax Corner - Washington, D.C.


488


74,500


22,717


51,783


Q4 2006Total - communities under construction


1,403


233,000


173,816


59,184Other development and construction costs (1)


-


-


17,272


-1,403

$
233,000

$
191,088

$
59,184





(1)  Consists primarily of land held for development and other pre-development costs.





The estimated cost to complete for the development communities listed above of $59.2 million represents substantially all of our material commitments for capital expenditures as of March 31, 2004.





Factors Affecting the Performance of Our Development Communities





As with any development project, there are uncertainties and risks associated with the development of the communities described above. While we have prepared development budgets and have estimated completion and stabilization target dates based on what we believe are reasonable assumptions in light of current conditions, there can be no assurance that actual costs will not exceed current budgets or that we will not experience construction delays due to the unavailability of materials, weather conditions or other events. We also may be unable to obtain, or experience delays in obtaining, all necessary zoning, land-use, building, occupancy, and other required governmental permits and authorizations. Similarly, market conditions at the time these communities become available for leasing will affect rental rates and the period of time necessary to achieve stabilization.





Other development risks include the possibility of incurring additional costs or liabilities resulting from increased costs for materials or labor or other unexpected costs or 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.





In addition, we are conducting feasibility and other pre-development work for four communities. We could abandon the development of any one or more of these potential communities in the event that we determine that market conditions do not support development, financing is not available on favorable terms or at all, or we are unable to obtain necessary permits and authorizations, or due to other circumstances which may prevent development. There can be no assurance that, if we do pursue one or more potential communities, that we will be able to complete construction within the currently estimated development budgets or that construction can be started at the time currently anticipated.





Other Income and Expenses





Interest income decreased by $406,000 to $236,000 during the three months ended March 31, 2004 compared to the same period in 2003 primarily due to a reduction of $246,000 of interest earned on proceeds placed with qualified intermediaries in accordance with like-kind exchange rules and regulations and a reduction of interest earned on notes receivable of $116,000.





Other income decreased by $226,000 to $134,000 during the three months ended March 31, 2004 compared to the same period in 2003 primarily due to $222,000 in settlement proceeds received in 2003 related to a pursuit project which did not come to fruition with no similar fee earned in 2004.





Depreciation and amortization for both continuing and discontinued operations increased to $11.4 million during the three months ended March 31, 2004 from $9.8 million for the same period in 2003 primarily due to $1.1 million of amortization related to the intangible assets acquired with the 2003 acquisition communities.


22


Depreciation and amortization expense for continuing operations increased by $3.0 million to $10.6 million during the three months ended March 31, 2004 compared to the same period in 2003 primarily due to the amount described above in addition to depreciation recorded for recent development communities as well as for the communities acquired during 2003.





Interest expense for both continuing and discontinued operations decreased by $769,000 to $7.0 million for the three months ended March 31, 2004 when compared to the same period in 2003, primarily due to a decrease in our average effective interest rate of 0.57% in 2004 when compared to 2003.





General and administrative expenses increased by $333,000 to $1.9 million for the three months ended March 31, 2004 when compared to the same period in 2003 primarily due to an increase of $311,000 related to performance-based compensation. As a percentage of total revenues, general and administrative expenses were 4.7% in 2004 and 3.8% in 2003.





Property management expenses for both owned and third-party communities increased by $195,000 to $1.7 million for the three months ended March 31, 2004 when compared to the same period in 2003 primarily due to an increase in performance-based compensation of $299,000.





The $3.1 million gain on disposition of discontinued operations during the three months ended March 31, 2003 resulted from the disposition of one community, Summit Fairways, which was sold as part of our plan to dispose of assets that no longer meet our growth objectives or to make desired changes in the number of apartment homes in each of our markets.





Liquidity and Capital Resources





Liquidity





Net cash provided by operating activities increased to $19.2 million for the three months ended March 31, 2004 from $13.0 million for the three months ended March 31, 2003 primarily due to a decrease of $7.4 million in cash used for accounts payable and accrued expenses, driven by timing of real estate tax payments in 2004 when compared to those made in 2003.





Net cash used in investing activities was $23.8 million for the three months ended March 31, 2004. Net cash provided by investing activities was $3.1 million for the three months ended March 31, 2003. The increase in cash used in investing activities is primarily due to a decrease of $30.0 million in proceeds from the sale of real estate assets in 2004 when compared to 2003. Prior year cash proceeds from the sale of real estate assets included prior year expenditures from qualified like-kind exchange escrows that related to 2002 sales as well as proceeds received from the sale of one community during the three months ended March 31, 2003.





Net cash provided by financing activities was $5.2 for the three months ended March 31, 2004. Net cash used in financing activities was $16.1 million for the three months ended March 31, 2003. The increase in cash provided by financing activities during 2004 is primarily due to an increase in borrowings on the credit facility of $31.9 million, an increase in proceeds received from the issuance of mortgage debt of $12.9 million and a decrease in the amount of cash used to repurchase shares of our common stock of $7.5 million, all offset by an increase in the amount of cash used to repay the construction loan of $35.3 million.





As of January 1, 2004, we had $2.7 million of cash and cash equivalents and $70.0 million available under our credit facility. As of March 31, 2004, after considering the transactions listed below and our cash provided by operating activities of $19.2 million during the period, we had $3.4 million of cash and cash equivalents and $62.1 million available under our secured credit facility. During the three months ended March 31, 2004, we generated cash proceeds from various transactions, including:





- Issued $44.1 million in fixed rate mortgages collateralized by two communities; and
- Borrowed $7.9 million under our credit facility.

23


The proceeds were used primarily to:





- Construct development communities of $19.1 million;
- Repay $35.3 million under the construction loan; and
- Fund capital expenditures and other corporate additions and tenant improvements of $2.1 million.




Our outstanding indebtedness (excluding fair value adjustments of hedged debt instruments of $3.8 million) as of March 31, 2004 totaled $740.3 million. This amount includes $376.4 million in fixed rate conventional mortgages, $10.1 million of variable rate tax-exempt bonds, $220.0 million of unsecured notes, $6.9 million of variable rate mortgages and $126.9 million under our secured credit facility.





We expect that our primary uses of cash in 2004 will be to fund development spending (refer to the section entitled "Development Activity" on page 22 of this report), to fund debt maturities, acquisition opportunities and the possible redemption of the Series C Cumulative Redeemable Perpetual Preferred Units (see the section entitled "Preferred Units" below). Any decision to redeem the Series C Cumulative Redeemable Perpetual Preferred Units in the future will be made at our discretion, based on our evaluation of financial and other relevant factors at such time. Other uses of cash in 2004 will include funding principal amortization of debt, funding capital expenditures relating to maintaining our existing communities and to fund dividend and distribution payments.





We expect that the primary source of funds for these uses, in addition to our cash provided by operating activities, will be the proceeds from the disposition of communities as we continue our capital recycling strategy of selling older communities and using those proceeds to fund development and/or acquisition investment opportunities. We also may issue additional fixed rate mortgage debt or issue common or preferred equity, subject to market conditions. There can be no assurance that we will be able to effect any such financing transactions on favorable terms. In addition, we have adequate borrowing capacity under our credit facility.





Credit Facilities





On July 28, 2003, we obtained a secured credit facility with a total current commitment of $200.0 million and current availability of $189.0 million. We have the ability to increase this commitment and availability pursuant to the terms of the credit agreement. The secured credit facility replaced our $225.0 million unsecured credit facility and provides funds for new development, acquisitions and general working capital purposes. This facility is secured by nine of our communities (Summit Fair Oaks, Summit Governors Village, Summit Grandview, Summit Lake, Summit Peachtree City, Summit Portofino, Summit Sedgebrook, Summit Shiloh and Summit Sweetwater) and matures in July 2008. As described in the credit agreement, loans under the credit facility are limited subject to debt service coverage and loan to value ratios and bear interest at the Reference Bill Index Rate (defined as the money market yield for the Reference Bills as established by the most recent Reference Bill auction conducted by Freddie Mac) plus 58 to 91 basis points depending on the level of debt service coverage. As of March 31, 2004, the outstanding balance of the credit facility was $126.9 million and the interest rate was 1.55%.





On July 28, 2003, we obtained an unsecured letter of credit facility, which matures in July 2008 and has a total commitment of $20.0 million. The letters of credit issued under this facility will serve as collateral for performance on contracts and as credit guarantees to banks and insurers. As of March 31, 2004, there were $7.5 million of letters of credit outstanding under this facility.





New Mortgages





On March 30, 2004, we obtained a $16.6 million mortgage note collateralized by Summit Ashburn Farm. This mortgage bears interest at a fixed rate of 4.69% until its maturity on April 1, 2011. The mortgage requires monthly principal and interest payments on a 30-year amortization schedule with a balloon payment due at maturity.





On March 30, 2004, we obtained a $27.5 million mortgage note collateralized by Summit Crest. This mortgage bears interest at a fixed rate of 4.63% until its maturity on April 1, 2011. The mortgage requires monthly interest payments only during the first year of the mortgage and requires monthly principal and interest payments on a 30-year amortization schedule starting with the second year of the mortgage with a balloon payment due at maturity.


24


Preferred Units





On September 18, 2003, we redeemed all 3.4 million preferred units of limited partnership interest designated as 8.95% Series B Cumulative Redeemable Perpetual Preferred Units for cash in the amount of $25.20 per unit plus all unpaid distributions through the redemption date. Distributions on the Series B preferred units were cumulative from the date of original issuance and were payable quarterly at the rate of 8.95% per year of the $25.00 original capital contribution. We made distributions to the holders of the Series B preferred units in the aggregate amount of $1.9 million during the three months ended March 31, 2003.





As of March 31, 2004, we had outstanding 2.2 million preferred units of limited partnership interest designated as 8.75% Series C Cumulative Redeemable Perpetual Preferred Units. These preferred units are redeemable on or after September 3, 2004 for cash at a redemption price equal to the holders capital account. The holder of the Series C preferred units has the right to exchange these preferred units for shares of Summits Series C preferred stock on a one-for-one basis, subject to adjustment: (a) on or after September 3, 2009, (b) if full quarterly distributions are not made for six quarters, (c) upon the occurrence of specified events related to our treatment or the treatment of the preferred units for federal income tax purposes, or (d) if the holdings in the Operating Partnership of the Series C unitholder exceed 18% of the total profits of or capital interest in the Operating Partnership for a taxable year. Distributions on the Series C preferred units are cumulative from the date of original issuance and are payable quarterly at the rate of 8.75% per year of the $25.00 original capital contribution. We made distributions to the holder of the Series C preferred units in the aggregate amount of $1.2 million during each of the three months ended March 31, 2004 and 2003.





Derivative Financial Instruments





Our capital structure includes the use of variable rate and fixed rate debt and, therefore, we are exposed to the impact of changes in interest rates. We generally refinance maturing debt instruments at then-existing market interest rates and terms which may be more or less favorable than the interest rates and terms of the maturing debt. While we have historically had limited involvement with derivative financial instruments, we may utilize such instruments in certain situations to hedge interest rate exposure by modifying the interest rate characteristics of related balance sheet instruments and prospective financing transactions. We generally do not utilize derivative financial instruments for trading or speculative purposes.





We are party to an interest rate swap with a notional amount of $50.0 million, relating to $50.0 million of 7.20% fixed rate notes issued under our medium-term note ("MTN") program. Under the interest rate swap agreement, through the maturity date of August 15, 2007, (a) we have agreed to pay to the counterparty the interest on a $50.0 million notional amount at a floating interest rate of three-month LIBOR plus 241.75 basis points, and (b) the counterparty has agreed to pay to us the interest on the same notional amount at the fixed rate of the underlying debt obligation. The floating rate as of March 31, 2004 was 3.5375%. The fair value of the interest rate swap was an asset of $3.8 million as of March 31, 2004. The swap has been designated as a fair value hedge of the underlying fixed rate debt obligation and has been recorded in "Other assets" in the accompanying balance sheets. We assume no ineffectiveness as the interest rate swap meets the short-cut method conditions required under SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," for fair value hedges of debt instruments. Accordingly, no gains or losses were recorded in income relative to our underlying debt and interest rate swap.





25


Contractual Obligations





A summary of our future contractual obligations related to long-term debt, non-cancelable operating leases and other obligations  as of March 31, 2004 is as follows (in thousands):





Payments Due by Period2004
2005-2006
2007-2008
Thereafter
TotalLong-term debt principal payments and maturities

$
51,167

$
70,318

$
325,521

$
293,265

$
740,271Standby letters of credit (1)


6,036


1,472


-


-


7,508Development expenditures (2)


25,864


33,320


-


-


59,184Operating lease commitments (3)


149


314


295


212


970Employment agreement payments (4)


300


800


800


1,200


3,100Total

$
83,516

$
106,224

$
326,616

$
294,677

$
811,033





(1)
As collateral for performance on contracts and as credit guarantees to banks and insurers, we were contingently liable under standby letters of credit in the aggregate amount of $7.5 million as of March 31, 2004.(2)
The estimated cost to complete the four development projects currently under construction was $59.2 million as of March 31, 2004. Anticipated construction completion dates of the projects range from the second quarter of 2004 to the fourth quarter of 2006.(3)
Includes operating leases related to rental of office space.(4)
Summit has employment agreements with two of its former executive officers, both of whom resigned from such executive positions, but who remain as employees and have agreed to provide various services to Summit from time to time through December 31, 2011. Each employment agreement requires that Summit pay to the former officers a base salary aggregating up to $2.1 million over the period from July 1, 2001 to December 31, 2011 (beginning with calendar year 2002, up to $200,000 on an annual basis). Each employment agreement also requires that Summit provide participation in its life insurance plan, office space, information systems support and administrative support for the remainder of each employees life, and participation in its health and dental insurance plans until the last to die of the employee or such employees spouse. Either party can terminate the employment agreements, effective 20 business days after written notice is given. The full base salary amount due shall be payable through 2011 whether or not the agreements are terminated earlier in accordance with their terms.


Subsequent to March 31, 2004, we executed separate contracts to purchase two communities in Charlotte, North Carolina for an aggregate purchase price of $62.8 million. The acquisitions of these two communities are expected to be completed before the end of the second quarter of 2004 and are subject to normal and customary closing terms.





We carry terrorism insurance on all communities. The terrorism insurance is subject to coverage limitations, which we believe are commercially reasonable. No assurance can be given that material losses in excess of insurance proceeds will not occur in the future, or that insurance coverage for acts of terrorism will be available in the future.





We are subject to a variety of claims and suits that arise in the ordinary course of business, including actions with respect to contracts and cases in which claims have been brought against us by current and former employees, residents, independent contractors and vendors. While the resolution of these matters cannot be predicted with certainty, we believe that the final outcome of such matters will not be material to our financial position or results of operations. If we determine that a loss is probable to occur, the estimated amount of that loss would be recorded in the financial statements.


26


We are a party to a number of agreements and contracts pursuant to which we may be obligated to indemnify the other party with respect to certain matters. Typically, these obligations arise in contracts into which we enter, under which we customarily agree to hold the other party harmless against certain losses arising from breaches of representations, warranties and/or covenants related to such matters as, among others, title to assets, specified environmental matters, qualification to do business, due organization, non-compliance with restrictive covenants, laws, rules and regulations, maintenance of insurance and payment of tax bills due and owing. Additionally, with respect to retail and office lease agreements we enter into as landlord, we may also indemnify the other party against damages caused by our willful misconduct or negligence associated with the operation and management of the building. Although no assurances can be made, we believe that if we were to incur a loss in any of these matters, such loss should not have a material effect on our financial condition or results of operations. Historically, payments made with regard to these agreements have not had a material effect on our financial condition or results of operations.





Funds from Operations





Funds from Operations ("FFO"), as defined by the National Association of Real Estate Investment Trusts ("NAREIT"), represents net income (loss) excluding gains from sales of property and extraordinary items, plus depreciation of real estate assets, and after adjustments for unconsolidated partnerships and joint ventures, all determined on a consistent basis in accordance with GAAP. Effective January 1, 2003, we no longer add back impairment losses when calculating FFO pursuant to NAREITs clarified FFO definition. Debt extinguishment costs which are recorded in discontinued operations because they were incurred directly as a result of the sale of a community are not specifically addressed by the NAREIT definition. Because of the limitations of the NAREIT FFO definition, we have made an interpretation in applying the definition to maintain consistent treatment with previous years' results. We include such debt extinguishment costs as a component of the community's total gain and, therefore, exclude them in the calculation of FFO. We believe that this interpretation is consistent with NAREIT's definition.





Our methodology for computing FFO may differ from the methodologies utilized by other real estate companies and, accordingly, may not be comparable to other real estate companies. FFO should not be considered as an alternative to net income (determined in accordance with GAAP) as an indication of financial performance, nor is it indicative of funds available to fund our cash needs, including our ability to make dividend or distribution payments. We believe that FFO is helpful to investors as a measure of the performance of an equity REIT because, along with cash flows from operating activities, financing activities and investing activities, it provides investors with an understanding of our ability to incur and service debt and to make capital expenditures. The denominator for FFO per share is diluted weighted average shares and units outstanding. Funds from Operations are calculated as follows (dollars in thousands, except per share amounts):





Three Months Ended March 31,2004
2003Income available to common unitholders

$
2,548

$
5,865Gain on sale of real estate assets


(47
)

(3,136
)Depreciation and amortization:Real estate assets


11,180


9,575Real estate joint venture


189


189Funds from Operations

$
13,870

$
12,493Income available to common unitholders per share - diluted

$
0.07

$
0.19Funds from operations per share - diluted

$
0.40

$
0.41Recurring capital expenditures (1)

$
1,329

$
799Non-recurring capital expenditures (2)

$
468

$
220Weighted average shares and units outstanding -- basic


34,792,059


30,755,631Weighted average shares and units outstanding -- diluted


35,008,586


30,777,361





(1)  Recurring capital expenditures consist primarily of exterior painting, new appliances, vinyl flooring, blinds, tile, wallpaper and carpet.


(2)  Non-recurring capital expenditures consist primarily of major renovations and upgrades of apartment homes.





27


Forward-Looking Statements





This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. You can identify forward-looking statements by the use of the words "believe," "expect," "anticipate," "intend," "estimate," "may," "assume" and other similar expressions which predict or indicate future events and trends and which do not relate solely to historical matters. In addition, information concerning the following are forward-looking statements:





- the future operating performance of stabilized communities;
- national economic conditions and economic conditions in our markets;
- the proposed development, acquisition or disposition of communities;
- anticipated construction commencement, completion, lease-up and stabilization dates; and
- estimated development costs.

You should not rely on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, some of which are beyond our control. These risks, uncertainties and other factors may cause our actual results, performance or achievements to be materially different from the anticipated future results, performance or achievements expressed or implied by the forward-looking statements. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to:





- economic conditions generally and the real estate market specifically, including changes in occupancy rates, market rents and rental rate concessions and the failure of national and local economic conditions to rebound in a timely manner;
- changes in job growth, household formation and population growth in our markets;
- uncertainties associated with our development activities, including the failure to obtain zoning and other approvals, actual costs exceeding our budgets, construction material defects and increases in construction costs;
- the failure of investments to yield expected results;
- the failure to sell communities on favorable terms, in a timely manner or at all;
- the failure to locate favorable investment opportunities in our markets;
- construction delays due to the unavailability of materials, weather conditions or other delays;
- potential environmental liabilities and related property damages, costs of investigation and remediation, and liability to third parties;
- competition, which could limit our ability to secure attractive investment opportunities, lease apartment homes, or increase or maintain rents;
- supply and demand for apartment communities in our current market areas;
- availability and cost of financing and access to cost-effective capital;
- the inability to refinance existing indebtedness or to refinance existing indebtedness on favorable terms;
- changes in interest rates;
- changes in our debt ratings which could increase our cost of capital or impede our ability to raise debt financing;
- legislative and regulatory changes, including changes to laws governing the taxation of REITs;
- changes in GAAP, or policies and guidelines applicable to REITs; and
- those factors discussed below and in the sections entitled "Results of Operations for the Three Months Ended March 31, 2004 and 2003" on page 17 of this report, "Operating Performance of Our Same-Property Communities" beginning on page 19 of this report, "Factors Affecting the Performance of Our Stabilized Development Communities" beginning on page 20 of this report, "Operating Performance of Our Communities in Lease-Up" beginning on page 20 of this report and "Contractual Obligations" beginning on page 26 of this report.

28


You should consider these risks and uncertainties in evaluating forward-looking statements and you should not place undue reliance on forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the date of this report. We do not undertake to update these forward-looking statements. You should read this quarterly report on Form 10-Q in its entirety in conjunction with our financial statements for the three months ended March 31, 2004 and the related notes included in this report.





Item 3. Quantitative and Qualitative Disclosures about Market Risk





There have been no material changes in our financial market risk since the filing of our Annual Report on Form 10-K for the year ended December 31, 2003.





Item 4. Controls and Procedures





(a) Evaluation of Disclosure Controls and Procedures . As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the period covered by this report, we carried out an evaluation under the supervision and with the participation of Summits management, including Summits Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of ourdisclosure controls and procedures. Based upon that evaluation, Summits Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. We continue to review and document our disclosure controls and procedures, including our relevant internal control over financial reporting, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business.





(b) Changes in Internal Control Over Financial Reporting . There was no change in our internal control over financial reporting that occurred during the first quarter of the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.





29


PART II





Item 1. Legal Proceedings





On May 25, 2001, through our joint venture SZF, LLC, a Delaware limited liability company in which we owned 29.78% until July 3, 2003, on which date we purchased our joint venture partners 70.22% interest, we entered into an agreement with Brickell View, L..C. ("Brickell View"), a Florida limited liability company, and certain of its affiliates relating to the formation of Coral Way, LLC, a Delaware limited liability company, to develop a new community in Miami, Florida. Brickell View agreed to be the developer of that community and certain of its affiliates signed guarantees obligating them to pay certain costs relating to the development (see Note 2 to our unaudited consolidated financial statements, which accompany this report). On August 12, 2003, we received notice of a suit filed by Brickell View and certain of its affiliates against SZF, LLC and certain Summit entities, including us, Summit and Summit Management Company. The suit was originally filed in the Miami- Dade Circuit Court, but has been removed to the U.S. District Court for the Southern District of Florida. The suit relates to the business agreement among the parties in connection with the development and construction of the community by Coral Way. Brickell View and its affiliates allege breach of contract, breach of implied covenant of good faith and fair dealing, breach of fiduciary duties and constructive fraud on the part of SZF, LLC and constructive fraud on the part of the Summit entities, and seek both a declaratory judgment that the guarantee agreements have been constructively terminated and unspecified monetary damages. We intend to enforce our rights under the joint venture agreements. Although we may determine to terminate the development agreement based on Brickell Views failure to perform its obligations in accordance with the development agreement, we do not believe that there is any basis for allowing Brickell View or its affiliates to be released from their obligations under the development agreement or the guarantees. We believe that the allegations made by Brickell View and its affiliates are not supported by the facts and we intend to vigorously defend against this suit. On December 19, 2003, we received notice of a demand for arbitration asserted by Bermello, Ajamil & Partners, Inc. against Coral Way, LLC for unpaid architectural fees. In this demand, Bermello, Ajamil & Partners, Inc. allege that they are entitled to an increased architectural fee as a result of an increase in the cost of the project. We believe that the allegations made by Bermello, Ajamil & Partners, Inc. are not supported by the facts, and we will vigorously defend against this claim. Additionally, we will be asserting a cross-claim against Bermello, Ajamil & Partners, Inc. for damages related to the cost to correct certain structural and other design defects.





On May 6, 2003, we purchased certain assets of Brickell Grand, Inc. ("Brickell Grand"), including the community known as Summit Brickell. At the time of purchase, Summit Brickell was subject to a $4.1 million claim of construction lien filed by the general contractor, Bovis Land Lease, Inc. ("Bovis"), due to Brickell Grands alleged failure to pay the full amount of the construction costs. Bovis sought to enforce this claim of lien against Brickell Grand in a suit filed an October 18, 2002 in Miami-Dade Circuit Court, Florida. We have met with Bovis to discuss the validity of its claim and have requested access to its backup and documentation; however, Bovis, to date, has failed to honor this request. In mid-2003, litigation with Bovis was temporarily stayed pending mediation. In September 2003, Bovis filed an amended complaint seeking to enforce an increased claim of lien of $4.6 million. Mediation with Bovis ended unsuccessfully in November 2003. The litigation is proceeding in the Miami-Dade Circuit Court. As the current owner of Summit Brickell, which property is subject to the claim of lien, we are vigorously defending against these claims of lien and related litigation. As a result of several items claimed by Bovis in their amended claim of lien, we are asserting a counterclaim for a fraudulent mechanics lien, as well as counterclaims for breach of contract and breach of warranties. In early 2004, three subcontractors of Bovis, Gulf Plumbing, Inc., Big Bear Plastering, Inc., and Kone, Inc., filed separate suits in Miami-Dade Circuit Court against us, Brickell Grand, Bovis, and other named parties to enforce claims of construction lien and/or claims against the contractors bond in an aggregate amount of approximately $600,000 filed due to the defendants alleged failure to pay the full amount of the construction cost. These claims should be subject to dismissal based on the contractors bond, as well as other defenses, and we are vigorously defending against these claims.


30


Item 2. Changes in Securities





During the three months ended March 31, 2004, we 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.
On January 2, 2004, March 1, 2004 and March 10, 2004, Summit issued an aggregate of 74,869 shares of common stock pursuant to its 1994 Stock Option and Incentive Plan. Summit contributed the proceeds of $1.8 million in the aggregate to us in consideration of an aggregate 74,869 common units.B.
On January 5, 2004, January 6, 2004, January 7, 2004 and January 22, 2004, Summit issued an aggregate of 18,300 shares of common stock pursuant to the exercise of stock options under its 1994 Stock Option and Incentive Plan. Summit contributed the aggregate proceeds of $384,000 to us in consideration of an aggregate of 18,300 common unitsC.
On January 2, 2004, February 17, 2004 and February 20, 2004, Summit issued an aggregate of 1,786 shares of common stock pursuant to its dividend reinvestment and direct stock purchase plan. Summit contributed the aggregate proceeds of $43,000 to us in consideration of an aggregate of 1,786 common units.  Item 3. Defaults Upon Senior Securities





None





Item 4. Submission of Matters to a Vote of Security Holders





No matters were submitted to a vote of our security holders during the first quarter of 2004.





Item 5. Other Information





None





Item 6. Exhibits and Reports on Form 8-K





(a)
Exhibits10.6
Indemnification Agreements, dated as of various dates, by and among Summit, the Operating Partnership, and each director and each of the following executive officers of Summit: Steven R. LeBlanc, Michael L. Schwarz, Randall M. Ell, Gregg D. Adzema, Keith L. Downey and Todd R. Farrell (Incorporated by reference to Exhibit 10.3 to Summits Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1999, File No. 001-12792).10.7.8
Employment Agreement dated December 8, 2003 by and among Summit, Summit Management Company and Todd R. Farrell (incorporated by reference to Exhibit 10.8.8 to Summits Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004, File No. 001-12792).10.8.6
Noncompetition Agreement, dated December 8, 2003 by and among Summit, Summit Management Company and Todd R. Farrell (incorporated by reference to Exhibit 10.9.6 to Summits Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004, File No. 001-12792).10.9.6
Executive Severance Agreement, dated December 8, 2003 by and among Summit, Summit Management Company and Todd R. Farrell (incorporated by reference to Exhibit 10.10.6 to Summits Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004, File No. 001-12792).* 12.1
Statement regarding calculation of Ratio of Earnings to Fixed Charges for the three months ended March 31, 2004.





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* 31.1
Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 31.2
Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**32.1
Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**32.2
Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
Filed herewith.**
Furnished herewith. This certification shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act.(b)
Reports on Form 8-KNone





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SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





SUMMIT PROPERTIES PARTNERSHIP, L.P.By: Summit Properties Inc., its General PartnerMay 7, 2004
/S/ STEVEN R. L E BLANCSteven R. LeBlancPresident and Chief Executive OfficerMay 7, 2004
/S/ GREGG D. ADZEMAGregg D. AdzemaExecutive Vice President and Chief Financial Officer






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