SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A1
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998, 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 1-14369
American Community Properties Trust
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(Exact name of registrant as specified in its charter)
Maryland 52-2058165
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
222 Smallwood Village Center, St. Charles, Maryland 20602
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(Address of Principal Executive Offices) (Zip Code)
(301) 843-8600
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act.
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
Common Shares, $.01 par value American Stock Exchange
Pacific Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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 report(s), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrants' knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
As of March 15, 1999 the aggregate market value of the common shares held
by non-affiliates of the registrant based on the closing price reported on the
American Stock Exchange was $10,252,989. As of March 15, 1999, there were
5,191,554 common shares outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement to be filed with the Securities and
Exchange Commission for Registrant's 1999 Annual Meeting of Shareholders to be
held in June 1999 are incorporated by reference into Part III.
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Item 14(d) of the report on Form 10-K of American Community Properties Trust
dated March 31, 1999 is amended with respect to the inclusion of the financial
statements of Escorial Builders S.E. for the years ended December 31, 1998,
1997 and 1996.
(d) Financial Statement Schedules
(1) Financial statements of significant subsidiaries not consolidated.
Statements of Income for the years ended December 31, 1998, 1997
and 1996
Balance Sheets as of December 31, 1998 and 1997
Statements of Changes in Partners' Capital for the years ended
December 31, 1998, 1997 and 1996
Statements of Cash Flows for the years ended December 31, 1998,
1997 and 1996
(2) None
(3) Schedule III -- Real Estate and Accumulated Depreciation. (See (a) 2,
above.)
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Partners and Board of Directors of
Escorial Builders S.E.
We have audited the accompanying balance sheets of Escorial Builders S.E. as of
December 31, 1998 and 1997, and the related statements of income, changes in
partners' capital and cash flows for each of the three years in the period
ended December 31, 1998. These financial statements are the responsibility of
the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Escorial Builders S.E. as of
December 31, 1998, and the results of its operations and its cash flows for
each of the three years in the period ended December 31, 1998, in conformity
with generally accepted accounting principles.
San Juan, Puerto Rico
April 1, 1999
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ESCORIAL BUILDERS S.E.
STATEMENTS OF INCOME AND LOSS
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
1998 1997 1996
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REVENUES
Home sales $12,301,077 $ 2,488,970 $ --
Miscellaneous income 23,418 1,750 --
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12,324,495 2,490,720 --
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EXPENSES
Cost of home sales 10,873,570 2,096,646 --
Selling, general and administrative 341,900 204,875 148,010
Depreciation and amortization 1,949 5,858 2,724
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11,217,419 2,307,379 150,734
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NET INCOME (LOSS) $ 1,107,076 $ 183,341 $ (150,734)
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The accompanying notes are an integral part of these statements.
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ESCORIAL BUILDERS S.E.
BALANCE SHEETS
AS OF DECEMBER 31, 1998 AND 1997
ASSETS
1998 1997
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Assets:
Cash and cash equivalents $ 772,053 $ 148,144
Restricted cash in escrow -- Homebuyers'
option deposits 147,500 274,000
Housing project -- Land and development costs 8,138,247 13,265,807
Accounts receivable 316,547 23,316
Other assets 21,653 7,771
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$ 9,396,000 $13,719,038
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LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage loan $ 6,414,374 $10,833,012
Accounts payable and accruals 88,346 49,825
Payable to contractor 456,372 1,379,869
Homebuyers' option deposits 147,500 274,000
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7,106,592 12,536,706
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Partners' Capital:
Capital contributions 1,150,000 1,150,000
Retained earnings 1,139,408 32,332
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2,289,408 1,182,332
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$ 9,396,000 $13,719,038
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The accompanying notes are an integral part of these balance sheets.
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ESCORIAL BUILDERS S.E.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
Accumulated
(Deficit) Total
Capital Retained Partners'
Contributions Earnings Capital
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BALANCE, December 31, 1995 $ 500,000 $ (275) $ 499,725
Capital contributions
during the year 190,000 -- 190,000
Net loss for the year ended
December 31, 1996 -- (150,734) (150,734)
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BALANCE, December 31, 1996 690,000 (151,009) 538,991
Capital contributions
during the year 460,000 -- 460,000
Net income for the year ended
December 31, 1997 -- 183,341 183,341
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BALANCE, December 31, 1997 1,150,000 32,332 1,182,332
Net income for the year ended
December 31, 1998 -- 1,107,076 1,107,076
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BALANCE, December 31, 1998 $1,150,000 $1,139,408 $2,289,408
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The accompanying notes are an integral part of these statements.
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ESCORIAL BUILDERS S.E.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
1998 1997 1996
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CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 1,107,076 $ 183,341 $ (150,734)
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Adjustments to reconcile net income
(loss) to net cash provided by
(used in) operating activities-
Depreciation and amortization 1,949 5,858 2,724
(Increase) decrease in assets -
Homebuyers' option deposits
in escrow 126,500 40,000 (314,000)
Housing project--Land and
development costs 5,127,560 (8,022,921) (4,805,573)
Accounts receivable (293,231) (12,751) --
Other assets (15,831) (3,914) (16,045)
Increase (decrease) in liabilities -
Accounts payable and accruals 38,521 (257,219) 193,842
Payable to contractor (923,497) 964,683 415,186
Homebuyers' option deposits (126,500) (40,000) 314,000
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Total adjustments 3,935,471 (7,326,264) (4,209,866)
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Net cash provided by (used
in) operating activities 5,042,547 (7,142,923) (4,360,600)
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CASH FLOWS USED IN INVESTING ACTIVITIES
Capital expenditures -- -- (6,959)
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CASH FLOWS FROM FINANCING ACTIVITIES
Capital contributions from partners -- 460,000 190,000
Principal payments on mortgage loan (11,765,260) (2,745,272) --
Proceeds from mortgage loan 7,346,622 9,567,763 4,010,521
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Net cash (used in) provided
by financing activities (4,418,638) 7,282,491 4,200,521
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NET INCREASE (DECREASE) IN CASH 623,909 139,568 (167,038)
CASH AND CASH EQUIVALENTS,
beginning of the year 148,144 8,576 175,614
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CASH AND CASH EQUIVALENTS,
end of the year $ 772,053 $ 148,144 $ 8,576
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The accompanying notes are an integral part of these statements.
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ESCORIAL BUILDERS S.E.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
(1) ORGANIZATION AND OPERATIONS:
Escorial Builders S.E. ("EB") is a special partnership organized on July
31, 1995, under Subchapter K of the Puerto Rico Internal Revenue Code of 1994,
as amended, to engage in the ownership, development and sale of real estate
property. Interstate General Properties Limited Partnership S.E. ("IGP") and
V.M.V. Enterprises Corporation ("VMV") are the sole partners of EB and each
holds a 50% interest in the partnership, with a term through December 31, 2020,
unless dissolved by mutual agreement or due to loss of capital. Cash may be
distributed to the partners, subject to the approval of the bank, out of
available cash as defined in the partnership agreement as follows: (1) in
repayment of loans, if any, (2) in proportion to their interest.
EB's present activity consists of the ownership of the land and buildings
under construction known as VILLAS DE PARQUE ESCORIAL, a 216 unit walk-up
housing project in Parque Escorial ("Parque Escorial"), a master planned
community in Carolina, Puerto Rico, under development by Land Development
Associates S.E. ("LDA"), a subsidiary of IGP.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Use of estimates
The preparation of financial statements in conformity with generally
accepted accounting principles, requires management to make estimates and
assumptions that influence the reported amounts of assets and liabilities and
the 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.
Land and development costs
Land and development costs are carried at the lower of cost or net
realizable value. Net realizable value is defined as the amounts EB expects to
realize through sales of the housing units in Villas de Parque Escorial less
estimated costs of completion and selling.
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Capitalization of construction costs
Hard construction costs, soft costs and interest on financing are
capitalized when incurred and then charged to cost of sales when the housing
units are sold. The following table illustrates the amounts included in the
accompanying financial statements as land and development costs of Villas de
Parque Escorial for 1998 and 1997:
Description 1998 1997
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Hard construction costs $13,620,097 $ 9,258,624
Land 3,672,000 3,672,000
Soft costs 2,020,312 1,608,154
Interest 1,796,054 823,675
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Total capitalized costs 21,108,463 15,362,453
Accumulated cost of home sales (12,970,216) (2,096,646)
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Housing project $ 8,138,247 $13,265,807
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(3) VILLAS DE PARQUE ESCORIAL HOUSING PROJECT:
The construction of Villas de Parque Escorial, a residential walk-up
project of 216 housing units was planned to be completed in two phases with the
first phase comprising 98 units and the second phase to comprise 118 units.
On March 29, 1996, EB purchased the first parcel of land for 98 housing
units for $1,666,000. On January 17, 1997, EB purchased the second parcel of
land for 118 housing units in the second phase at a price of $2,006,000.
Construction of the first 40 units was finished in November 1997 and the
sale of units commenced immediately afterwards. The construction of all phases
of the project was finished in March of 1999.
(4) MORTGAGE LOAN:
On March 29, 1996, EB obtained a revolving line of credit (the "Mortgage
Loan") from Banco Popular de Puerto Rico (the "Bank") which permits draws for
land and development costs of up to $19,877,000, provided that in no event the
balance outstanding could exceed $10,000,000. In September 1997, due to delays
experienced during the construction of the project, the partnership requested
and the Bank agreed to amend the loan terms, to increase the maximum
outstanding amount by $2,250,000 and the aggregate amount of total advances by
approximately $761,000.
The original maturity date of the loan was March 29,1998, but due to the
reasons discussed in the preceding paragraph, said date was extended to January
31, 1999. Subsequently, due to continued delays caused by inclement weather,
including the aftermath of Hurricane Georges, management has requested and the
bank has verbally agreed to extend the January 31, 1999 maturity date to July
31, 1999. The loan is payable from proceeds of home sales set at 90% of the
sales price of each unit sold, until the Mortgage Loan is paid in full. For
the years ended December 31, 1998 and 1997, interest on the Mortgage Loan was
set at a variable rate equal to prime rate plus 100 basis points while for 1996
the rate was based on 200 basis points over the rate paid on deposits to 936
companies. At December 31, 1998, 1997 and 1996, the interest rate was 8.75%,
9.5% and 7.56%, respectively.
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The Mortgage Loan is guaranteed by IGP and Mr. & Mrs. James Wilson, a
general partner in IGP, by VMV and Mr. & Mrs. Julio Vizcarrondo, president of
VMV and by the following VMV affiliates: Desarrollos Metropolitanos S.E.,
Metropolitan Builders S.E. and Resort Builders S.E. The land and the housing
units serve as collateral for the Mortgage Loan.
The loan agreement requires that EB obtains approval from the bank before
declaration and payment of distributions to its partners. There are also some
financial reporting requirements and restrictions on the uses of funds, housing
units under construction and assumption of additional indebtedness, among
others.
Based on the borrowing rates currently available to the partnerships for
mortgage loans with similar terms and maturities, the carrying value of the
Mortgage Loan approximates fair value.
(5) SALES:
EB had an agreement with a corporation engaged in the sale of real estate
to manage the sales of Villas de Parque Escorial. The agreement provided for
payments of $7,000 per month up to $168,000 plus a $25,000 payment due upon the
sale of all housing units. The agreement expired in April 1998, but due to the
delays in the project's construction, management extended it for an additional
one-year period. Included in selling, general and administrative expenses are
fees paid, related to this agreement, which for 1998, 1997 and 1996 amounted to
$84,000, $84,000 and $56,000, respectively.
On April 1, 1999, a new corporation was engaged to complete the sale of
the remaining units. The new agreement provides for monthly payments of
$1,500, deductible from a 1.5% commission of the sales price of each unit sold.
Potential buyers make a refundable option deposit in the amount of $2,500,
applicable to the sales price upon closing of the unit. At December 31, 1998
and 1997 total units sold and reserved were as follows:
1998 1997
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Homebuyers' option deposits $147,500 $274,000
Units reserved 59 104
Units sold to date 123 21
(6) RELATED PARTY TRANSACTIONS:
IGP provides accounting, tax and administrative services as well as
construction coordination and inspection. IGP is also responsible for managing
the sales and closing of housing units. In exchange for the services listed
above, EB pays IGP a monthly management fee of $7,000. Fees paid to IGP in
1998 and 1997 were approximately $84,000 each year and $63,000 in 1996. Land
for the project was purchased from LDA, a subsidiary of IGP, at prices equal to
those of sales made to unrelated third parties.
VMV is the contractor for Villas de Parque Escorial pursuant to an
agreement whereunder EB reimburses VMV for actual costs of materials, sub-
contracts and direct labor and pays (1) for rent of VMV equipment used at
amounts agreed upon by VMV and IGP (2) an amount equal to 2.5 times salary
costs for time spent on the job by VMV supervisory personnel. In addition, VMV
provides construction administration services for which EB pays VMV $100,000 in
monthly installments of $5,000. In 1998, 1997 and 1996, VMV billed $5,203,676,
<PAGE>
$6,893,263 and $2,257,215 in connection with this agreement of which
approximately $-0-, $505,000 and $651,723 remained unpaid at December 31, 1998,
1997 and 1996, respectively. Said amount is included in the payable to
contractor together with the customary 10% retainage for this type of contracts
applicable to all billings submitted by VMV.
(7) INCOME TAXES:
EB has elected to be taxed as a special partnership for Puerto Rico income
tax purposes. As such, the partnership is not a taxable entity and the
partners are taxed on their pro rata share of the partnership's net income or
obtain a deduction for the partnership's losses subject to certain limitations.
(8) COMMITMENT WITH CONTRACTOR:
The construction contract signed with VMV includes commitments amounting
to approximately $560,000, which remained to be certified as of December 31,
1998. The amounts presented as payable to contractor in the accompanying
balance sheets are mostly the 10% retainage payable upon completion of the
work.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERICAN COMMUNITY PROPERTIES TRUST
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(Registrant)
Dated: April 15, 1999 By: /s/ Edwin L. Kelly
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Edwin L. Kelly
President and Chief
Operating Officer
