SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(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.
<PAGE>
AMERICAN COMMUNITY PROPERTIES TRUST
1998 Form 10-K ANNUAL REPORT
TABLE OF CONTENTS
PART I
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Page
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Item 1. Business 3
Item 2. Properties 13
Item 3. Legal Proceedings 14
Item 4. Submission of Matters to a Vote
of Security Holders 15
PART II
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Item 5. Market for Registrant's Common Stock and
Related Stockholder Matters 16
Item 6. Selected Financial Data 16
Item 7. Management's Discussion and Analysis
of Results of Operations and Financial
Conditions 18
Item 7a. Quantitative and Qualitative Disclosure about
Market Risk 25
Item 8. Financial Statements and Supplementary Data 25
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosures 66
PART III
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Item 10. Trustees and Executive Officers
of the Registrant 66
Item 11. Executive Compensation 66
Item 12. Security Ownership of Certain
Beneficial Owners and Management 66
Item 13. Certain Relationships and Related
Transactions 66
PART IV
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Item 14. Exhibits, Financial Statement Schedules
and Reports on Form 8-K 67
<PAGE>
PART I
ITEM 1. BUSINESS
On March 17, 1997, American Community Properties Trust ("ACPT"), a
wholly owned subsidiary of Interstate General Company L.P. ("IGC"
"Predecessor"), was formed as a real estate investment trust under Article
8 of the Maryland Corporation Associations Code (the "Maryland Trust Law").
ACPT was formed to succeed to most of IGC's real estate assets.
On October 5, 1998, IGC transferred to ACPT the common shares of four
subsidiaries that collectively comprised the principal real estate
operations and assets of IGC. In exchange, ACPT issued to IGC 5,207,954
common shares of ACPT, all of which were distributed to the partners of
IGC.
ACPT is a self-managed holding company that owns all of the
outstanding equity interests in American Rental Management Company
("American Management"), American Land Development U.S., Inc. ("American
Land"), and IGP Group Corp. ("IGP Group") and all of the common stock of
American Rental Properties Trust ("American Rental").
ACPT is engaged in four principal lines of business: (i) ownership of
rental apartment properties in the United States and Puerto Rico, (ii)
community development in the United States and Puerto Rico, (iii) property
management services in the United States and Puerto Rico, and (iv)
development of commercial rental properties and/or ground leases in Puerto
Rico. In addition, ACPT is engaged in limited condominium building
operations in Puerto Rico. Set forth below is a brief description of these
businesses.
RENTAL APARTMENT PROPERTIES.
United States.
ACPT, indirectly through its real estate investment trust ("REIT")
subsidiary, American Rental, and American Rental's limited partnership
subsidiary, American Housing, hold interests in 13 U.S. apartment
partnerships that own and operate apartment facilities in Maryland and
Virginia. The U.S. apartment partnerships own a total of 2,246 rental
units. Each of the apartment properties is financed by a mortgage that is
non-recourse to the apartment partnership. As non-recourse mortgages, the
partners are not jointly and severally liable for the debt. HUD provides
rent subsidies to residents of 993 of the apartment units and interest
subsidies for 415 units. In addition, 110 units are leased pursuant to
HUD's Low Income Housing Tax Credit program, and 200 other units are leased
under income guidelines set by the Maryland Community Development
Administration. The remaining units are leased at market rates.
The partnership agreements of the U.S. apartment partnerships provide
that American Housing will receive between 50% and 99.9% of distributable
surplus cash from operations, refinancings or dispositions as general
partner in seven of the partnerships. In two of these partnerships,
American Housing also will receive 25.5% of the distributable surplus cash
from operations as a limited partner. In five of the partnerships, American
Housing will receive 0% to 5% of the distributable surplus cash from
operations as general partner until the limited partners have received cash
distributions equal to their contributed capital. Thereafter, American
<PAGE>
Housing as general partner will share in 50% of the distributable cash flow
from operations, refinancings and dispositions. In two of these
partnerships, American Housing also will receive 51% of the cash
distributions as limited partner. Once the limited partners have received
cash distributions equal to their contributions and American Housing's
general partner's distributions increase to 50%, American Housing's limited
partnership distributions will decrease to 25.5%. American Housing directly
and indirectly will receive 100% of the distributable cash flow from
operations in one of the partnerships.
The table below sets forth the name of each U.S. apartment
partnership; the number of rental units in the property owned by such
partnership; the project cost; the percentage of such units under lease;
and the expiration date for any subsidy contract:
No. of 12/31/98 Occupancy Expiration
Apt. Project Cost at of Subsidy
Units (in thousands) 12/31/98 Contract
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Bannister Associates 1998 41 units
Limited Partnership (1) 208 $ 5,145 95% 2017 167 units
Brookside Gardens
Limited Partnership (2) 56 2,690 84% N/A
Crossland Associates
Limited Partnership (3) 96 3,309 91% N/A
Fox Chase Apartments
General Partnership (4) 176 7,941 95% N/A
Headen House Associates
Limited Partnership (5) 136 6,073 95% 2000
Huntington Associates
Limited Partnership (6) 204 10,451 94% 2000
Lakeside Apartments
Limited Partnership (7) 54 4,164 87% N/A
Lancaster Apartment
Limited Partnership (8) 104 4,974 95% N/A
New Forest Apartments
General Partnership (4) 256 13,836 92% N/A
Palmer Apartments
Associates Limited
Partnership (9) 152 5,758 86% 2000
Wakefield Terrace
Associates Limited 1998 40 units
Partnership (10) 204 6,449 87% 2020 164 units
Wakefield Third Age
Associates Limited 1998 20 units
Partnership (11) 104 3,181 99% 2019 84 units
Essex Apartments
Associates Limited
Partnership (12) 496 19,288 97% 2000
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2,246 $93,259
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(1) Receives subsidies under the National Housing Act up to a
maximum of $184,020 per year.
(2) Not subsidized, but all units are set aside for low to moderate
income tenants over 62 years of age under provisions set by the
Low Income Housing Tax Credit ("LIHTC") program.
<PAGE>
(3) Not subsidized.
(4) Not subsidized, but 20% of the units are subject to income
guidelines set by Sections 4a and 103b of the Internal Revenue
Code of 1954.
(5) Receives subsidies under the National Housing Act up to a
maximum of $1,369,008 per year.
(6) Receives subsidies under the National Housing Act up to a
maximum of $2,066,040 per year.
(7) Not subsidized, but all units are set aside for low to moderate
income tenants over 55 years of age under provisions set by the
LIHTC program.
(8) Not subsidized, but 51% of the units are subject to income
guidelines set by the Maryland Community Development
Administration ("MCDA").
(9) 56 units are subsidized and receive subsidies under the
National Housing Act up to a maximum of $474,432 per year. 96
units are not subsidized, but 51% of these are subject to
income guidelines set by MCDA.
(10) Receives subsidies under the National Housing Act up to a
maximum of $194,220 per year.
(11) Receives subsidies under the National Housing Act up to a
maximum of $90,480 per year.
(12) Receives subsidies under the National Housing Act up to a
maximum of $3,326,592 per year.
Puerto Rico.
In addition, ACPT, indirectly through its partnership subsidiary IGP
Group, and IGP Group's partnership subsidiary IGP, holds interests in 9
Puerto Rico apartment partnerships that own and operate a total of 12
apartment facilities in Puerto Rico. The Puerto Rico apartment partnerships
own a total of 2,653 rental units, all of which are subject to rent
subsidies from HUD. The properties held by the Puerto Rico apartment
partnerships are financed by mortgages that are non-recourse to the
partners.
Two of the partnership agreements of the Puerto Rico apartment
partnerships provide that IGP currently receive 50% of the net cash flow
from operations. In the remaining seven partnerships, IGP receives a 0% to
5% interest in profits, losses and net cash flow from operations until such
time as the limited partners have received cash distributions equal to
their capital contributions. Thereafter, IGP will share in 50% to 60% of
cash distributions from operations, refinancing and disposition. As a
result of loans made to six of the Puerto Rico apartment partnerships, IGP
also holds notes payable by such partnerships that are required to be paid
prior to the making of distributions from the partnerships from
refinancing, sale or other capital events.
ACPT intends to benefit from certain projected trends in Puerto Rico.
Puerto Rico is estimated to have approximately 3.7 million inhabitants at
present, and the Puerto Rico Planning Board projects its population to
continue to grow. While the population has increased, the size of a
typical Puerto Rican family has decreased, resulting in a need for
additional housing. This trend is expected to continue. Construction
activity in the residential sector has shifted from construction of
single-family homes to multi-family construction such as walk-up
condominiums. Per capita personal income increased to $7,882 in fiscal year
1996 from $7,374 in 1995 and $7,079 in 1994. The economy of Puerto Rico
<PAGE>
registered a real growth of 3.2% during fiscal year 1997 in its gross
product, compared with increases of 3.3% in 1996, 3.4% in 1995 and 2.5% in
1994.
The table below sets forth the name of each apartment property owned
by the Puerto Rico apartment partnerships; the number of rental units in
the property owned by such partnership; the project cost; the percentage of
such units under lease; and the expiration date for any subsidy contract:
No. of 12/31/98 Occupancy Expiration
Apt. Project Cost at of Subsidy
Units (in thousands) 12/31/98 Contract
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San Anton (1) 184 $ 4,642 99% 1999
Monserrate I (2) 304 11,570 99% 1999
Alturas del Senorial (3) 124 4,667 98% 1999
Jardines de Caparra (4) 198 7,372 100% 2000
Colinas de San Juan (5) 300 12,094 99% 2001
Bayamon Gardens (6) 280 13,660 100% 2011
Vistas del Turabo (7) 96 3,371 98% 2021
Monserrate II (8) (9) 304 12,339 99% 2020
Santa Juana (8) (10) 198 7,510 99% 2020
Torre De Las Cumbres (8) (11) 155 6,646 100% 2020
De Diego (8) (12) 198 7,556 99% 2020
Valle del Sol (13) 312 15,295 99% 2003
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2,653 $106,722
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(1) Receives subsidies under the National Housing Act up to a
maximum of $1,339,200 per year.
(2) Receives subsidies under the National Housing Act up to a
maximum of $1,916,464 per year.
(3) Receives subsidies under the National Housing Act up to a
maximum of $570,672 per year.
(4) Receives subsidies under the National Housing Act up to a
maximum of $891,048 per year.
(5) Receives subsidies under the National Housing Act up to a
maximum of $1,339,200 per year.
(6) Receives subsidies under the National Housing Act up to a
maximum of $1,512,144 per year.
(7) Receives subsidies under the National Housing Act up to a
maximum of $477,148 per year.
(8) This property is owned by Carolina Associates L.P., a Maryland
limited partnership in which IGP holds a 50% interest.
(9) Receives subsidies under the National Housing Act up to a
maximum of $1,541,280 per year.
(10) Receives subsidies under the National Housing Act up to a
maximum of $994,032 per year.
(11) Receives subsidies under the National Housing Act up to a
maximum of $813,444 per year.
(12) Receives subsidies under the National Housing Act up to a
maximum of $994,032 per year.
(13) Receives subsidies under the National Housing Act up to a
maximum of $2,196,792 per year.
<PAGE>
Government Regulation.
HUD subsidies are provided principally under Sections 8 and 236 of the
National Housing Act. Under Section 8, the government pays to the
applicable apartment partnership the difference between market rental rates
(determined in accordance with government procedures) and the amounts that
the government deems the residents are able to afford. Under Section 236,
the government provides interest subsidies directly to the applicable
apartment partnership through a reduction in the property's mortgage
interest rate which provides a corresponding reduction in resident rental
rates. In order to comply with the requirements of Section 8 and Section
236, residents are screened by American Management or IGP for eligibility
under HUD guidelines. Subsidies are provided according to the terms of
long-term contracts between the federal government and the apartment
partnerships.
Cash flow from those projects whose mortgage loans are still insured
by the Federal Housing Authority ("FHA"), or financed through the housing
agencies in Maryland, Virginia or Puerto Rico (the "State Financing
Agencies") are subject to guidelines and limits established by the
apartment partnerships' regulatory agreements with HUD and the State
Financing Agencies. The regulatory agreements also require that if the cash
from operations generated by certain apartment properties has exceeded the
allowable cash distributions, the surplus must be deposited into restricted
escrow accounts held by the mortgagee of the property and controlled by HUD
or the applicable State Financing Agency. Funds in these restricted escrow
accounts may be used for maintenance and capital improvements with the
approval of HUD and/or the State Finance Agency.
The federal government has virtually eliminated subsidy programs for
new construction of low and moderate income housing by profit-motivated
developers such as ACPT. As a result, no new construction of apartment
projects is expected in Puerto Rico and any new apartment properties
developed by ACPT in the U.S. most likely will offer market rate rents.
The subsidy contracts for ACPT's investment apartment properties are
scheduled to expire between 1999 and 2020. In addition, the long term
subsidy contracts for six Puerto Rico properties that are scheduled to
expire in 2011, 2020 or 2021 may be cancelled by the applicable Puerto Rico
apartment partnership in 2000 (for contracts to expire in 2020) or 2001
(for contracts to expire in 2011 or 2021) and thereafter every five years
until expiration. Under a recently enacted law, HUD may renew expiring
subsidy contracts on a year to year basis, and ACPT intends to seek the
renewal of expiring subsidy contracts for its U.S. properties. Depending on
market conditions, ACPT intends to convert to condominiums apartment
properties in Puerto Rico that have subsidy contracts that expire over the
next several years. Two such conversions are currently in progress. See
"Condominium Conversion."
HUD also is seeking Congressional authority to convert expired
contracts to resident-based vouchers. This would allow residents to choose
where they wish to live. This can potentially impact the income stream of
certain properties. However, ACPT intends to actively maintain its
properties in a manner designed to preserve their values and retain
residents.
HUD also is exploring a program known as "portfolio re-engineering" or
"mark-to-market." This would assist owners of Section 8 and HUD-insured
<PAGE>
properties that could not meet loan obligations under the proposed
resident-based voucher system. ACPT will monitor the progress of this
proposal and its impact on the properties in which it holds interests
through the apartment partnerships.
Competition.
ACPT's investment properties that receive rent subsidies are not
subject to the market conditions that affect occupancy at properties with
market rate rents. These subsidized properties average approximately 99%
occupancy rates year round. ACPT's apartments in St. Charles that have
market rate rents are impacted by the supply and demand for competing
rental apartments in the area, as well as the local housing market. When
for sale housing becomes more affordable due to lower mortgage interest
rates or softening home prices, this can adversely impact the performance
of rental apartments. Conversely, when mortgage interest rates rise or home
prices increase, the market for rental units may benefit.
CONDOMINIUM CONVERSION.
Puerto Rico.
Most of the apartment properties in Puerto Rico were designed, located
and maintained with the expectation that they might be converted into
condominiums upon the expiration of subsidy contracts 20 to 40 years after
construction. The existing debt on most of the Puerto Rico apartment
properties is low when compared to present values. In addition, the demand
for centrally located residential units within the San Juan metropolitan
area, coupled with the acceptance of the condominium concept in Puerto
Rico, make condominium conversions of the Puerto Rico apartment units an
attractive strategy.
ACPT's indirect subsidiary IGP has a record of success in this
conversion procedure, having previously converted 1,800 units in Puerto
Rico owned by IGP and certain affiliates. These were properties which
proved to be unsuccessful as market rent apartments. Their conversion to
condominiums permitted IGP and the affiliates to profit from these
properties despite a relatively high debt structure.
Currently, IGP is in the process of converting two former apartment
properties, Monte de Oro and New Center, into condominiums. Construction of
the improvements to be made at the properties commenced in May 1998 and is
expected to be completed by the end of the third quarter in 1999. All units
at both properties are targeted to be sold by early 2000.
The subsidy contracts for six of the properties owned by the Puerto
Rico Apartment Partnerships expire no later than 2003, and the contracts
for the remaining properties may be cancelled by the applicable partnership
in either 2000 or 2001 and every five years thereafter. ACPT currently
intends to convert some or all of such properties into condominiums upon
the expiration or cancellation of the contracts.
United States.
Because of the risk that sales of condominium units by American
Housing would constitute "prohibited transactions" under the rules
governing REITs, which would subject the profits from such sales to a 100%
tax, ACPT currently does not intend to convert any of the properties owned
by the U.S. Apartment Partnerships into condominiums.
<PAGE>
COMMUNITY DEVELOPMENT.
ACPT's community development assets consist of more than 4,700 acres
of developed and undeveloped land located in the master planned communities
of St. Charles, Maryland, and Parque Escorial, in Carolina, Puerto Rico.
The land in both communities is being developed by ACPT and its affiliates
for a variety of residential uses, including single-family homes,
townhomes, condominiums and apartments, and commercial and industrial uses.
ACPT may also develop for residential use certain land adjacent to the site
of a planned commercial development in Canovanas, Puerto Rico.
St. Charles.
ACPT, indirectly through American Land, owns more than 4,500 acres for
development in the planned community of St. Charles. St. Charles contains a
total of approximately 9,100 acres (approximately 14 square miles) located
in Charles County, Maryland, 23 miles southeast of Washington, D.C.
Based on figures prepared by the Charles County Department of Planning
and Growth Management ("DPGM"), the current population of Charles County is
in excess of 115,000, up from 101,000 in 1990, and is projected to increase
from 123,200 in 2000 to 166,500 in 2015. The real property tax base has
increased from $547 million in 1980 to $2.3 billion in 1998, with the
residential base accounting for 77% of the total. The 1996 median effective
household buying income in Charles County is estimated at $49,371, ranking
it third in Maryland. The DPGM has determined that the number of
residential building permits have increased yearly from 1993, when 962
permits were issued, to 1998, when 1,454 permits were issued.
St. Charles is comprised of five separate villages: Smallwood Village,
completed, Westlake Village, which has been substantially completed,
Fairway Village, currently under development, and Piney Reach and Wooded
Glen. Each village consists of individually planned neighborhoods, and
includes schools, churches, recreation centers, sports facilities, and a
shopping center. Other amenities include parks, lakes, hiking trails and
bicycle paths. St. Charles also includes an 18-hole public golf course.
Each community is planned for a mix of residential housing, including
detached homes, townhomes, multiplex units and rental apartments. Typical
lot sizes for detached homes range from 5,000 to 8,000 square feet.
IGC's development of St. Charles as a planned unit development ("PUD")
began in 1972 when a comprehensive planned unit development for St. Charles
was approved by the County. This master plan contemplates construction of
approximately 24,730 housing units and 1,390 acres of commercial and
industrial development. As of December 31, 1998, there were over 11,000
completed housing units in St. Charles, including Carrington Neighborhood
which began prior to 1972 and is not included in the PUD. In addition there
are schools, recreation facilities, commercial, office and retail space in
excess of 4.2 million square feet. In St. Charles, ACPT, through outside
planners, engineers, architects and contractors, obtains necessary
approvals for land development, plans individual neighborhoods in
accordance with regulatory requirements, constructs roads, utilities and
community facilities. ACPT develops lots for sale for detached homes,
townhomes, apartment complexes, and commercial and industrial development.
The third village, Fairway Village, so named for the existing 18-hole
public golf course which it surrounds, is currently being developed. Its
master plan provides for 3,346 dwelling units consisting of 1,287 acres of
land including an industrial park and 40-acre commercial center.
<PAGE>
The last two villages, Wooded Glen and Piney Reach, which include
approximately 3,000 acres, are planned for development after the completion
of Fairway Village. The total number and mix of residential units must be
approved by the County Commissioners before development can begin on these
two villages and there can be no assurances that the total of 24,730 units
in the master plan can be attained.
Government Approvals
The St. Charles master plan has been incorporated in Charles County's
comprehensive zoning plan. In addition, the Charles County government has
agreed to provide sufficient water and sewer connections for the balance of
the housing units to be developed in St. Charles. Specific development
plans for each village in St. Charles is subject to approval of the County
Planning Commission. Such approvals have previously been received for the
villages of Smallwood, Westlake and Fairway. Approvals have not yet been
sought on the final two villages.
The Charles County government recently enacted a zoning text amendment
which imposed more stringent standards for the construction of townhomes
and for the zoning of townhome land outside of St. Charles. We do not
expect that this amendment will affect the number of units built in St.
Charles. However, it will affect the selling price of the new townhomes
built in the county, including St. Charles.
Competition
Competition among residential communities in Charles County is
intense. Currently, there are approximately 30 subdivisions competing for
new home buyers within a five mile radius of St. Charles. The largest
competing housing developments are Kingsview, a 640 unit project being
developed by Miller & Smith and Southwinds, a 367 unit project being
developed by Washington Homes. Smaller projects are being developed by
more than 20 other developers. This is the result of several major national
and regional homebuilders becoming attracted by the growing marketplace.
According to DPGM, Charles County residential building permits have
increased yearly from 1993, with 962 in 1993, 964 in 1994, 965 in 1995,
1,090 in 1996 and 1,232 in 1997 and 1,454 in 1998. In this very price
sensitive market, ACPT attempts to position St. Charles to provide among
the lowest priced building lots and homes while offering more amenities
than the competition. ACPT intends to continue this strategy.
Environmental Impact
Management of ACPT believes that the St. Charles master plan can be
completed with respect to ACPT's properties without material adverse
environmental impact and in compliance with governmental regulations. In
preparation for immediate and future development, Phase I Environmental
Site Assessments have been prepared for substantially all of the
undeveloped parcels. The historical use of the land has been farming and
forestry and no significant environmental concerns were found.
Jurisdictional determinations for wetlands have been approved by the Corps
for Sheffield Neighborhood, the next phase of residential development
containing 1,642 dwelling units. Management has developed an Environmental
Policy Manual and has established an Environmental Review Committee and an
Environmental Coordination Officer to anticipate environmental impacts and
avoid regulatory violations. However, development can be delayed while
plans are being reviewed by local, state and federal agencies for
environmentally sensitive areas.
<PAGE>
ACPT's predecessor, IGC, remains party to certain litigation regarding
the development of wetlands. As a result of the restructuring, the
property held by ACPT in St. Charles is not the subject of that litigation.
Parque Escorial.
ACPT, indirectly through American Land, IGP Group and IGP holds a 100%
interest in LDA, which in 1989 acquired the 431 acre site of the former El
Comandante Race Track. The master plan for Parque Escorial was approved in
1992 and contemplates the construction of 2,700 dwelling units of various
types on 312 acres and the development of 120 acres for commercial, office
and light industrial uses. LDA has developed and sold 147 acres, and
continues to own 285 acres of developed and undeveloped land at this site
which has been established as the planned community of Parque Escorial.
Parque Escorial is located approximately six miles from the central
business district in San Juan, Puerto Rico.
Development of Parque Escorial began in 1994 with the sale of 61 acres
of commercial land to Wal-Mart. Wal-Mart and Sam's Club stores, each
consisting of 125,000 square feet, opened in 1995. Since then 200,000
square feet of commercial space has opened on that site. An additional 14
acres of commercial land have been sold subsequently by LDA for prices up
to $1.1 million per acre. Residential development began in 1996 and 1,081
units have settled. Of these, 216 units are "walk-up" condominiums built
and sold by a joint venture 50% owned by IGP Group.
In January 1998, construction of the office park encompassing 23 acres
of saleable land began. In December 1998, LDA transferred title to ELI
S.E., a special partnership in which LDA holds a 48% interest, a 7 acre
site on which a 150,000 square foot building is presently being built to be
leased to the State Insurance Fund of Puerto Rico, a government agency, for
thirty years at the end of which the leasee can acquire it for $1. For
income tax purposes, the lease is considered a finance lease, therefore,
the lease payments are treated as mortgage payments. A significant portion
of the lease payments consist of interest due from a government agency
which when received by ELI are tax free. The tax free status stays intact
when ELI distributes its income to the Company. Site improvements for the
next residential phase comprising 872 units will commence in June 1999 for
delivery to homebuilders in June 2000.
Government Approvals
Parque Escorial's master plan has been approved but specific site
plans are subject to planning commission review and approval. LDA has
secured agreements with the Puerto Rico Aqueduct and Sewer Authority to
provide for adequate water and sewer capacity for the first 2,200 units,
which includes the commercial space.
ACPT believes that in addition to developing commercial land for sale,
opportunities exist for ACPT to develop commercial rental properties in
Puerto Rico.
Competition
The scarcity of developable land in the San Juan metropolitan area
creates a favorable market for home sales at Parque Escorial. Competition
for home sales is expected primarily from small scale condominium projects
in areas considered to be similar or less desirable than Parque Escorial.
<PAGE>
Furthermore, it is one of only two master planned communities currently
under development in the San Juan metropolitan area. The other is the
500-acre Encantada, which is marketed toward higher income homebuyers.
Parque Escorial's home prices appeal primarily to entry level purchasers.
In addition, Encantada's developer is building all the homes in the
community, while Parque Escorial features six different projects in its
first phase, providing more selections for the consumer.
Environmental Impact
Management of ACPT believes that the Parque Escorial master plan can
be completed without material adverse environmental impact and in
compliance with government regulations. All of the necessary agencies have
endorsed Parque Escorial's environmental impact statement. Wal-Mart has
provided mitigation for 11.87 acres of wetlands impacted by its development
of the shopping center site and other land.
COMMERCIAL RENTAL PROPERTIES.
LDA also owns a parcel of land of approximately 540 acres adjacent to
the El Comandante Race Track in Canovanas, Puerto Rico. At present, LDA is
evaluating the viability of developing and/or leasing the land for a fully
integrated entertainment complex consisting of movie studios, an
amphitheater with a capacity of 20,000, and an amusement park. LDA is in
the process of securing all necessary zoning approvals, utilities
endorsements and approvals for infrastructure for development of all sites.
On June 3, 1998, LDA entered into an agreement pursuant to which LDA will
construct and lease movie studio facilities to an entity specializing in
renting such facilities. Portions of the land may also be developed for
residential use if commercial development or leasing is not feasible.
PROPERTY MANAGEMENT.
ACPT, indirectly through its subsidiary American Management, operates
the property management business in the United States. In connection with
this business, American Management will earn fees from the management of
4,176 rental apartment units, including 2,246 units in which ACPT holds an
ownership interest. Management fees for the 2,246 units are based on a
percentage of rents ranging from 2.5% to 10.4%. The management contracts
for these properties have terms of one or two years and are customarily
renewed upon expiration but may be terminated on 30 days notice by either
party. Management fees for other apartment properties range from 2.5% to
3.5% of rents.
In addition, IGP earns fees from the management of 2,653 rental
apartment units owned by the 9 Puerto Rico Apartment Partnerships, in which
the Company holds an ownership interest. Management fees for these
apartment properties, like those in the U.S., are based on a percentage of
rents ranging from 2.25% to 7.5% and the management contracts for these
properties have terms of one or two years and are customarily renewed upon
expiration. IGP also is entitled to receive up to an aggregate of $192,000
annually in certain incentive management fees with respect to six
properties owned by the Puerto Rico Apartment Partnerships. Upon the
conversion of such units to condominiums, the number of units under
management, and the corresponding management fees, will be reduced.
However, IGP would receive fees in connection with managing the conversion
process.
<PAGE>
IGP currently manages 918 rental apartments owned by a non-profit
entity which acquired the units from IGP in 1996 under the provisions of
LIHPRHA. The management agreements for these properties expire April 1,
2001. In addition, IGP manages 511 units owned by the Puerto Rico Housing
Finance Agency. These units are expected to be converted to condominiums in
1999 by entities other than IGP, at which time IGP will cease to receive
said management fees.
HOMEBUILDING IN PUERTO RICO.
ACPT, through IGP Group, holds a 50% interest in Escorial Builders
S.E., a Puerto Rico partnership ("Escorial Builders"), which is a
construction joint venture at Parque Escorial. The remaining interest in
the joint venture is held by an unrelated third party which is the general
contractor for the project. Escorial Builders has acquired lots at Parque
Escorial on which it is building 216 "walk-up" condominium units. As of
December 31, 1998, 123 units have been closed with the balance expected to
close in 1999. Escorial Builders is not expected to develop any additional
projects. However, IGP Group, on its own or through joint ventures, may
construct additional projects if an appropriate opportunity arises.
ITEM 2. PROPERTIES
ACPT owns real property located in Maryland and Puerto Rico. As of
December 31, 1998, the Company's community development land holdings
consisted of the following:
Charles County, Maryland
Finished inventory-
Residential lots 109
Commercial, office or light industrial acres 83
Under development-
Residential lots 551
Commercial, office or light industrial acres 110
Pre-development - master plan approved
Residential lots 2,686
Commercial office or light industrial acres 510
Held for future development acres 3,071
Carolina, Puerto Rico
Finished inventory-
Residential lots --
Commercial, office or light industrial acres 15
Under development-
Commercial, office or light industrial acres 13
Pre-development
Residential lots 872
Held for future development acres 135
Canovanas, Puerto Rico
Held for future development acres 540
The Company holds an interest in a non-consolidated homebuilding joint
venture in Puerto Rico. As of December 31, 1998, it had 64 units under
construction.
The Company also holds interests in partnerships that own properties
in the United States and Puerto Rico as further described in Item I of this
Annual Report on Form 10-K.
<PAGE>
ITEM 3. LEGAL PROCEEDINGS
St. Charles has been zoned as a planned unit development that allows
construction of approximately 24,730 housing units and 1,390 acres of
commercial and industrial development. The County has agreed to provide
sufficient sewer and water connections for all housing units remaining to
be developed in St. Charles. IGC and SCA are involved in litigation with
the County regarding (1) the level of sewer and water fees that may be
imposed and (2) the level of school construction impact fees that may be
imposed. In addition, IGC and SCA are asserting claims against the County
for the repayment of excessive sewer and water fees and school construction
impact fees paid by them in the past.
The sewer and water litigation is entitled St. Charles Associates
Limited Partnership, et al. v. County Commissioners of Charles County, et
al., No. 89-720, Circuit Court for Charles County, Maryland. That
litigation was filed in June 1989 and is continuing. The litigation
originally sought a court ruling that the County was not entitled to impose
sewer and water fees at the then-existing level upon residential units in
the St. Charles Communities. That aspect of the litigation was settled by a
Settlement Agreement dated November 1989, which was confirmed in a Consent
Decree entered in March 1990. Subsequent aspects of the litigation have
resulted from disputes over the interpretation of the Settlement Agreement
and Consent Decree. The principal issues that are presently being contested
between the county, IGC, and SCA are (1) whether a study procured by the
County in 1996 justifies the level of sewer and water connection fees which
it imposes upon the St. Charles Communities; (2) whether SCA and IGC are
entitled to an injunction against future excessive sewer and water fees;
and (3) to what degree SCA and IGC are entitled to recover what they regard
as excessive sewer and water fees they have paid in the past. The Circuit
Court has ruled in SCA and IGC's favor that the County's 1996 study did not
comply with the applicable restrictions and that SCA and IGC are entitled
to an injunction against future excessive sewer and water fees. The Court
further ruled that SCA and IGC must pursue claims for excess sewer and
water fees paid in the past in Maryland's Tax Court. The Court's rulings
are on appeal to Maryland's Court of Special Appeals. As a result of IGC's
restructure, St. Charles Community, LLC has been added as an additional
party to that appeal. SCA has commenced an action in Maryland Tax Court,
which is a State administrative agency, to recover what it regards as
excessive sewer and water fees that have been paid in the past. That case
is titled St. Charles Associates Limited Partnership, et al. v. Charles
County, et al., No. 1205, and was filed in February 1997.
SCA's and IGC's claims for the refund of excessive school impact fee
claims paid to the County in the past are being pursued in the Maryland Tax
Court as well, in actions entitled St. Charles Associates Limited
Partnership, et al. v. County Commissioners of Charles County, et al., Case
Nos. 961 (filed March 1994), 1038 (filed October 1994), and 98-MI-0083
(filed February 6, 1998). In those cases SCA and IGC are seeking both
repayment of past excessive school impact fees paid to the County and a
ruling as to the nature of their rights to credits against school impact
fees for school sites that they have donated to the County. On December
15, 1998, the Circuit Court for Charles County, on appeal from a ruling of
the Tax Court, ruled that certain of SCA's and IGC's refund claims had not
been filed on a timely basis. SCA and IGC have appealed that ruling to
Maryland's Court of Special Appeals.
<PAGE>
SCA and IGC assigned their rights under the settlement agreement to
St. Charles Community, LLC with respect to the land transferred to St.
Charles Community, LLC, but retained its rights to any repayment or refund
of the water and sewer service and connection fees and school impact fees
with respect to any construction or building activity on the land in St.
Charles prior to the dates of transfer to St. Charles Community, LLC.
On October 30, 1998, St. Charles Community, LLC filed a complaint in
the Circuit Court for Charles County, Maryland against the County
Commissioners of Charles County and five individual members of the
commission. The complaint presents a challenge to Charles County Ordinance
No. 98-69, which became effective on October 1, 1998. That ordinance
places a moratorium on the issuance of building permits for multi-family or
townhouse developments in Charles County for the period of October 2, 1998
through March 15, 1999. The complaint alleges that the County's
enforcement of the moratorium against St. Charles Community, LLC amounts to
a breach of a 1989 settlement agreement between St. Charles Associates and
the County. St. Charles Community, LLC is a successor in interest to the
rights of St. Charles Associates under that agreement. The October 30,
1998 complaint also alleges that the procedure by which the moratorium
ordinance was enacted violated Maryland law relating to open government
meetings. The complaint seeks in excess of $7,000,000 in damages and an
injunction preventing enforcement of the moratorium. Subsequent to the
filing of the complaint, the moratorium ended with the result that the
aspect of the complaint that seeks injunctive relief is now moot.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
The ACPT shares are traded on the American and the Pacific Stock
Exchanges under the symbol "APO". The following table sets forth, for the
periods indicated, the high and low sales prices per ACPT share as reported
in the consolidated transaction reporting system, and cash distributions
paid to shareholders during these periods. ACPT shares commenced public
trading on October 6, 1998.
Cash Dividends Price Range of ACPT Shares
------------------ --------------------------
Total Per Share High Low
-------- --------- ------------ ----------
1998 October 5 to:
December 31 $259,578 $.05 $7-1/8 $3-3/4
As of the close of business on March 15, 1999, there were 244
shareholders of record. As of March 15, 1999, the closing price reported
by the American Stock Exchange was $4.25 per share.
Future distributions by the Company will be at the discretion of the
Board of Trustees. The Board of Trustees will review the adequacy of the
Company's distribution rate quarterly. Future distributions by the Company
will depend on its financial condition, capital requirements, the annual
distribution requirements under the REIT provisions of the Internal Revenue
Code of 1986 and such other factors as the Board of Trustees deems
relevant.
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth financial and operating information of
ACPT for the five year period ended December 31, 1998 as if it had been a
separate company operating for all periods presented. It should be read in
conjunction with the consolidated financial statements included in Item 8
of this Annual Report on Form 10-K.
<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------------------------
1998 1997 1996 1995 1994
------ ------ ------ ------ ------
(In thousands)
<S> <C> <C> <C> <C> <C>
Income Statement Data:
Land sales $16,670 $13,165 $13,674 $15,441 $21,168
Rental property revenues 8,979 8,737 7,577 4,642 4,537
Equity in earnings from partnerships
and developer fees 1,638 1,509 16,585 2,514 4,878
Management and other fees 3,447 3,775 4,816 3,894 3,507
Interest and other income 1,031 943 982 693 649
Total revenues 31,765 28,129 43,634 27,184 34,739
Cost of land sales 11,106 8,494 9,378 7,801 12,934
Interest expense 3,724 3,820 4,433 4,263 4,337
General and administrative expense 5,793 6,607 6,810 6,769 6,619
Other operating expenses 7,974 6,744 5,518 2,667 2,676
Total expenses 28,597 25,665 26,139 21,500 26,566
Minority interest (697) (600) (444) (511) (680)
Income tax (benefit) provision 1,289 470 3,424 1,369 3,304
Net income 1,182 1,394 12,695 (1) 3,804 4,189
<PAGE>
<CAPTION>
Year Ended December 31,
--------------------------------------------
1998 1997 1996 1995 1994
------ ------ ------ ------ ------
(In thousands)
<S> <C> <C> <C> <C> <C>
Balance Sheet Data:
Assets related to rental properties $47,577 $47,421 $52,011 $35,561 $35,107
Assets related to commercial properties 4,535 -- -- -- --
Assets related to community
development 57,683 61,647 63,000 59,309 49,490
Cash and other assets 8,371 6,054 5,565 7,083 7,491
Total assets 118,166 115,122 120,576 101,953 92,088
Debt related to rental properties
Recourse 2,723 969 1,139 1,334 1,559
Non-recourse 38,662 39,101 39,508 22,650 22,771
Debt related to community
development
Recourse 42,013 39,784 38,943 49,941 42,351
Non-recourse -- 2,295 2,153 2,034 4,270
Other liabilities 18,035 16,957 18,745 12,781 10,961
Total liabilities 101,433 99,106 100,488 88,740 81,912
Capital 16,733 16,016 20,088 13,213 10,176
Operating Data:
Rental apartment units
managed at end of period 8,139 8,139 8,139 8,085 8,085
Units under construction -- -- -- 54 --
Community Development
Residential lots sold 399 231 406 113 101
Residential lots transferred
to joint venture -- 118 98 -- --
Residential lots transferred
to Company's rental
property operations -- -- -- 54 --
Commercial and business
park acres sold 43 17 5 20 76
Undeveloped acres sold -- 381 -- 2 20
Other:
EBITDA (2) $10,808 $8,704 $23,938 $10,706 $14,801
<FN>
(1) Includes a $932,000 reduction for an extraordinary item-early
extinguishment of debt.
(2) EBITDA - Earnings before interest, taxes, depreciation and
amortization is presented as a comparative measurement tool. It
is calculated by adding back to net income, interest expense,
interest included in cost of sales, taxes, depreciation and
amortization.
</FN>
</TABLE>
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITIONS
Forward-Looking Statements
Certain matters discussed and statements made within this Form 10-K
are forward-looking statements within the meaning of the Private Litigation
Reform Act of 1995 and as such may involve known and unknown risks,
uncertainties, and other factors that may cause the actual results,
performance or achievements of the company to be different from any future
results, performance or achievements expressed or implied by such forward-
looking statements. Although the Company believes the expectations
reflected in such forward-looking statements are based on reasonable
assumptions, it can give no assurance that its expectations will be
attained. These risks are detailed from time to time in the Company's
filings with the Securities and Exchange Commission or other public
statements.
General:
On October 5, 1998 IGC transferred to ACPT the common shares of four
subsidiaries that collectively comprised the majority of principal real
estate operations and assets of IGC. In exchange, ACPT issued to IGC
5,207,954 common shares of ACPT, all of which were distributed ("the
Distribution") to the partners of IGC. The financial information below for
periods prior to October 5, 1998, include the accounts of IGC for the
operations and assets distributed to ACPT as if the distribution had
occurred prior to January 1, 1996.
Historically, the Company's financial results have been significantly
affected by the cyclical nature of the real estate industry. Accordingly,
the Company's historical financial statements may not be indicative of
future results.
For the Years Ended December 31, 1998 and 1997
Community Development Operations.
Community development land sales revenue increased $3,505,000 to
$16,670,000 during the twelve months ended December 31, 1998, compared to
sales of $13,165,000 during the twelve months ended December 31, 1997. The
increase was attributable to residential lot sales in Puerto Rico in 1998
of $7,900,000 compared to 3,275,000 in 1996. The effect of this increase
was offset in part by a reduction of residential sales in the U.S. during
the 1998 period compared to 1997. The gross profit margin for 1998
decreased to 33%, as compared to 35% in 1997. This decrease was due
primarily to the sales mix. During 1998, 64% of the sales revenue was
generated by Puerto Rico land sales compared to 45% in 1997. U.S. land has
historically produced higher gross profits due to their lower land basis.
Rental Property Revenues and Operating Results.
Rental property revenues, net of operating expenses, increased 5% to
$5,401,000 for the twelve months ended December 31, 1998, as compared to
$5,140,000 in the same period in 1997. The increase is primarily
attributable to a 3% increase in rental revenues and a less than 1%
decrease in operating expenses. The increase in rental revenues is a
result of a reduction in vacancies and an increase in rental rates.
<PAGE>
Equity in Earnings from Partnerships and Developer Fees.
Equity in earnings increased 9% to $1,638,000 during the twelve months
ended December 31, 1998, as compared to $1,509,000 during the twelve months
ended December 31, 1997. The increase is primarily attributable to an
increase of earnings generated from the homebuilding joint venture during
1998, as compared to the same period in 1997, offset in part by reduced
earnings from the two rental partnerships that paid refinancing fees in
1998.
Management and Other Fees.
Management and other fees decreased 9% to $3,447,000 in the twelve
months ended December 31, 1998, as compared to $3,775,000 in the same
period in 1997. This decrease is primarily due to a $375,000 reduction in
fees earned from the refinancing of certain apartment complexes during 1998
as compared to 1997. In addition, during 1998 the Company recognized
$230,000 less of management fees reserved in prior periods than it
recognized in 1997. These amounts were offset in part by $200,000 of
incentive fees earned during 1998 with no comparable fee earned during
1997.
Interest Expense.
Interest expense decreased $96,000 to $3,724,000 during 1998, as
compared to $3,820,000 in 1997. This 3% decrease is primarily attributable
to a decrease in the average debt outstanding during the year ended
December 31, 1998.
General and Administrative Expense.
General and administrative expenses decreased 12% to $5,793,000 during
the twelve months ended December 31, 1998, as compared to $6,607,000 during
the same period of 1997. This decrease was primarily a result of a net
reduction in bad debt expense of $903,000, which was primarily attributable
to discounts on notes receivable of $801,000 in 1997, with $43,000 of
similar expense in 1998.
Spin-off Costs.
Costs of $2,324,000 related to the restructuring of IGC, the
Predecessor, were recognized as an expense in 1998, as compared to
$1,164,000 for the same period of 1997.
For the Years Ended December 31, 1997 and 1996
Community Development Operations.
Community development land sales revenue decreased 4% to $13,165,000
during the twelve months ended December 31, 1997, compared to sales of
$13,675,000 during the twelve months ended December 31, 1996. The decrease
was attributable to a decrease in residential lot sales in Puerto Rico.
These lots are sold to homebuilders in bulk, and in 1997 there were fewer
sales transactions. In addition, the U.S. residential lot sales volume has
continued to be unfavorably impacted by the competitive market conditions
and the delay in development of the next village, Fairway. Even though the
sales were down, the gross profit margin during 1997 increased to 35%, as
compared to 31% in the same period of 1996. This increase was due
<PAGE>
primarily to the sales mix. During 1997, 23% of the sales revenue was
generated by an undeveloped bulk parcel, which had a low acquisition price.
There were no similar sales during 1996.
Rental Property Revenues and Operating Results.
Rental property revenues, net of operating expenses, increased 19% to
$5,140,000 in the twelve months ended December 31, 1997, as compared to
$4,332,000 during the same period in 1996. As of April 1, 1996 four
additional partnerships were consolidated when they became majority owned
through an acquisition of additional limited partnership interests.
Equity in Earnings from Partnerships and Developer Fees.
During March 1996, IGC completed the sale of four Puerto Rico
apartment projects. The properties, totaling 918 rental units, were sold
under the 1990 Low Income Housing Preservation and Resident Homeownership
Act ("LIHPRHA"). Equity in earnings decreased $15,076,000, to $1,509,000
during the twelve months ended December 31, 1997, as compared to
$16,585,000 during the twelve months ended December 31, 1996. This decrease
was primarily due to the $14,637,000 earned on the sales of the four
properties during 1996, with no similar transaction in 1997.
Management and Other Fees.
Management and other fees decreased 22% to $3,775,000 in 1997, as
compared to $4,816,000 in 1996. This decrease was due primarily to
$1,362,000 of special management fees earned in 1996 from the LIHPRHA sales
and the elimination of the management fees from four partnerships
consolidated during the entire twelve months ended December 31, 1997,
offset in part by fees of $724,000 earned from the refinancing of two
apartment complexes in 1997.
Interest Expense.
Interest expense decreased $613,000 to $3,820,000 during 1997, as
compared to $4,433,000 in 1996. The decrease was primarily attributable to
$500,000 in late fees incurred in 1996 and a decrease in the average debt
outstanding during the 1997 period, offset in part by interest attributable
to the additional four properties consolidated April 1, 1996, as discussed
in Rental Property Revenues and Operating Results.
General and Administrative Expense.
General and administrative expenses decreased by $203,000 to
$6,607,000 during 1997 compared to $6,810,000 during 1996 as a result of
management's continued focus on cost efficiency offset by a $754,000
increase in net bad debt expense primarily attributable to discounts on
notes receivable.
Spin-off Costs.
Costs of $1,164,000 related to the restructuring of IGC, the
Predecessor, were recognized as an expense for the year ended December 31,
1997, as compared to $0 for the year ended December 31, 1996.
<PAGE>
Liquidity and Capital Resources
Cash and cash equivalents were $2,903,000 and $2,127,000 at December
31, 1998 and December 31, 1997, respectively. This increase was
attributable to $17,818,000 provided by operations, offset by $14,787,000
and $2,255,000 used in investing and financing activities, respectively.
The cash inflow from operating activities was primarily attributable to
distributions from unconsolidated partnerships, land sales, increased
accounts payable and accrued liabilities and collection of notes
receivable. The cash outflow for investing activities was primarily
attributable to land improvements put in place for future land sales.
During 1998, the Company purchased a subsidiary's minority interest for
$3,100,000 and distributed $469,000 to ACPT's shareholders and IGC's
unitholders.
The Company has historically met its liquidity requirements
principally from cash flow generated from residential and commercial land
sales, property management fees, distributions from residential rental
partnerships and from bank financing providing funds for development and
working capital. The Company has sufficient loans in place to develop the
projects currently underway in St. Charles and Parque Escorial.
The Company's principal demands for liquidity are expected to be the
continued funding of its current debt service, development costs in Fairway
Village and Parque Escorial and other normal operating costs. The Company
does not expect to generate cash flows in excess of its existing
obligations. Management is pursuing additional capital which can be used
by ACPT to fund new community development projects, reduce payables and
provide for other working capital needs. Such sources of funding may
include, but are not limited to, secured or unsecured financings, private
or public offerings of debt or equity securities and proceeds from sales of
properties. The Company's anticipated cash provided by operations, new and
existing financing facilities, and extension or refinancing of $14,702,000
of loans that are due in the next twelve months are expected to satisfy the
Company's financial requirements for the next year. However, there are no
assurances that these funds will be generated.
<PAGE>
Debt Summary
Substantially all of ACPT's assets are encumbered by $45,000,000 of
recourse debt and $39,000,000 of non-recourse debt. The non-recourse debt
is attributable to the mortgages of consolidated rental property
partnerships. The significant terms of ACPT's other debt financing
arrangements are shown below (dollars in thousands):
Balance
Maximum Interest Maturity Outstanding
Borrowings Rate Date 12/31/98
---------- -------- -------- -----------
Banc One-term loan $11,000 P+2.5% 7/31/04 $ 8,335
Banc One-development loan 4,000 P+2.5% 7/31/04 3,054
Banc One-remediation loan 5,000 P+2.5% 7/31/04 3,746
First Bank-term loan 6,084 P+1.5% 6/30/99 6,084
First Bank-construction loan 8,350 P+1.5% 12/31/00 2,821
RG-Premier Bank 1,641 P+1.5% 4/30/99 1,236
Citibank 898 (d) demand 898
Washington Savings Bank 1,317 9.5% 9/30/99 991
Banco Popular 5,600 P+1.0% 7/30/99 5,600
Annapolis National Bank 2,460 P+1.0% 12/22/00 2,460
Monserrate Associates 1,885 P+1.0% demand 1,825
Interstate General Company L.P. 7,500 P+1.5% 8/02/09 7,500
Other miscellaneous 264 Various Various 186
------- -------
$55,999 $44,736
======= =======
Material Negative Debt Covenants
ACPT is subject to certain restrictive covenants by its debt
instruments. The material negative covenants are as follows:
ACPT is required to obtain prior approval before incurring any liens
on its assets or incurring any additional indebtedness. ACPT is prohibited
from making distributions in excess of the minimum distributions required
by ACPT's Declaration of Trust without prior lender approval. Lender
approval is also required by LDA prior to making cash distributions in
excess of distributions to pay income taxes on LDA generated taxable income
unless certain cash flow conditions exist that provide adequate working
capital for debt service and operations for the following twelve months.
Lender approval is required prior to ACPT making any guarantee or loan out
of the normal course of business. ACPT is prohibited from selling or
disposing of substantially all of its assets outside the ordinary course of
business or entering into any significant new line of business. LDA may
not enter into any transaction with any affiliate out of the normal course
of business and for terms less favorable than would be obtained in an
arm's-length transaction without prior lender approval. Prior approval is
also required for any change in the ownership of LDA, any amendments to
LDA's partnership agreement, or any merger, reorganization or acquisition
of LDA.
<PAGE>
Outlook
American Rental Properties Trust ("ARPT"), as a new REIT, has one
taxable year to comply with certain REIT rules which it currently does not
meet, including ownership of more than 50% of the REIT shares by less than
five individuals ("The 5/50 test"). ARPT has until July 1, 1999 to comply
with the 5/50 test. If they do not comply, ARPT will become taxed as a
U.S. C corporation and will not be allowed to reapply for REIT status for
five years.
Year 2000
What is Year 2000?:
The Year 2000 ("Y2K") issue exists because many computer systems and
applications and other electronically controlled systems and equipment
currently use two-digit fields to designate a year. As the century date
occurs, date sensitive systems with this deficiency may recognize the year
2000 as 1900 or not at all. This inability to recognize or properly treat
the year 2000 can cause the systems to process critical financial and
operations information incorrectly.
ACPT has assessed and continues to assess the impact of the Y2K issue
on its reporting systems and operations.
Current ACPT State of Readiness:
The systems and applications that can affect ACPT's operations due to
the Y2K issue are its financial reporting and billing systems and those
electronically controlled systems and equipment installed at the commercial
and residential properties managed by ACPT, many of which ACPT holds an
ownership interest. These systems include four accounting/billing
applications, two time and attendance applications and the computer network
systems which they are installed on and the telephone, security, elevator,
HVAC, and other like systems installed at ACPT properties. Of secondary
importance are those administrative systems and equipment not directly
involved in revenue production but can still minimally impact ACPT
operations.
Of the four software financial applications employed by ACPT, three
are currently certified by their respective publishers to be Y2K compliant.
The one non-compliant application, the property management billing system
for the Puerto Rico properties, is undergoing an upgrade at this time and
is scheduled to be completed by March 31, 1999. Active testing to verify
the Y2K compliance of the companies financial systems will be conducted in
the second quarter of 1999. "Dummy" companies will be setup in the
critical systems with dates forwarded to beyond 2000 for these tests.
The U.S. and Puerto Rico operations rely on separate time and
attendance systems for payroll processing. The U.S. payroll system
utilizes the services of a third party provider and is certified Y2K
compliant by the provider. Puerto Rico payroll processing is performed in-
house and was upgraded to a Y2K compliant system in December 1998. The
direct deposit function of the Puerto Rico payroll system relies on a third
party component provided by Banco Popular of Puerto Rico and is not Y2K
compliant. Banco Popular was scheduled to provide a Y2K update of the
direct deposit interface by December 1998 but is behind schedule and has
yet to do so. It is expected that Banco Popular will have the update
delivered by June 1999.
<PAGE>
The hardware component of ACPT's financial systems consists of
industry standard PC operating systems, servers, desktop computers, and
networking hardware. These systems have been evaluated and verified to be
Y2K compliant.
The non-IT related electronically controlled systems installed at ACPT
owned and managed properties are currently being inventoried and evaluated
for Y2K exposure. This evaluation is expected to be completed by March 31,
1999. Once the extent of Y2K exposure is determined for these systems,
costs will be ascertained and procedures implemented to bring non-compliant
systems into Y2K compliance. Since it has already been determined that a
majority of these systems are not "date sensitive" and do not perform data
logging, it is expected that Y2K exposure and related costs in this area
will be minimal.
The administrative applications (word processing, spreadsheet,
messaging, etc.) utilized by ACPT have been certified by the various
publishers and verified to be Y2K compliant.
Third Party Impact on Company Operations:
ACPT performs all financial and revenue production procedures in house
with the exception of U.S. rental payment processing. Failure to timely
process and deposit tenant payments indirectly impacts the Company's cash
flow. Statements of Y2K compliance have been requested from those vendors
supplying these services to ACPT.
Of the administrative procedures, U.S. payroll processing and the
Puerto Rico direct deposit function is performed by third party vendors. A
statement of Y2K compliance has been obtained from the U.S. payroll vendor
and ACPT considers Y2K exposure with U.S. payroll processing to be minimal.
Currently Y2K non-complaint, the Puerto Rico direct deposit function is
expected to be compliant by July 1999. Y2K non-compliance of the Puerto
Rico direct deposit function is not considered detrimental to company
operations.
With the exception of rental payment processing, the Company does not
foresee any adverse impact to company fiscal operations due to third party
non-compliance.
Costs to Achieve Y2K Compliance:
Because of ACPT's almost exclusive use of "off the shelf" applications
and hardware and that the Company maintains service maintenance agreements
on all critical business systems, costs to achieve Y2K compliance have been
nominal. Y2K upgrades for the companies financial and billing systems have
been included with standard system updates as part of the normal
maintenance procedures.
Costs to upgrade the Puerto Rico property management system is
expected to be in the range of $4,000 to $5,000.
ACPT does not separately track the internal costs incurred for the Y2K
project, these costs are principally related payroll costs for the
companies information systems and property management groups. The costs
for the financial departments to perform the scheduled tests of the
accounting and billing systems for Y2K compliance has not been ascertained,
though it is expected that these costs will be nominal.
<PAGE>
Risks of ACPT's Y2K Issues:
The failure of one or all of ACPT's financial systems for more than a
few days would create a hardship on company operations. Failure of the
basic accounting systems will affect the companies general ledger, accounts
payable, accounts receivable, and reporting functions. Of utmost
importance is the correct operation of the companies property management
systems. Failure of these systems could have a negative impact on ACPT's
cash flow from these rental operations.
Failure of the various non-IT systems installed at the Company's owned
and managed properties could seriously affect employee/tenant ingress and
egress and could affect environmental conditions at these properties.
ACPT has not obtained insurance specific to Y2K liability issues.
However, after discussions with its insurance carrier, ACPT has determined
that current policies will cover damages due to the Company's systems Y2K
non-compliance.
ACPT's Contingency Plans:
ACPT is evaluating its various Y2K failure scenarios and developing
contingency plans to ensure continued company operations.
ITEM 7a. MARKET RISK
Market risks relating to the Company's operations result primarily
from changes in the prime interest rate. It is the Company's policy to
minimize the impact of variable rate debt to the greatest extent possible
by pursuing equity and long term fixed rate financing and refinancings of
current fixed rate debt at lower rates when favorable market conditions
exist. The following table provides information about the Company's
financial instruments that are sensitive to changes in interest rates. The
table presents the Company's debt obligations, principal repayments,
related weighted average interest rates by expected maturity dates and fair
values. The Company has no derivative financial instruments.
<TABLE>
<CAPTION>
Interest Rate Sensitivity
Principal Amount by Expected Maturity
Average Interest Rate
(In thousands)
Fair Value
December 31,
1999 2000 2001 2002 2003 Thereafter Total 1998
---- ---- ---- ---- ---- ---------- ----- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Long-term debt, including current portions:
Fixed rate debt - principal $ 1,703 $ 576 $ 628 $ 705 $ 745 $35,717 $40,074 $42,548
Fixed rate debt - interest 3,127 3,002 2,844 2,575 2,525 33,730 47,803
Average interest rate 9.08% 8.16% 8.09% 8.03% 7.98% 7.93% 8.21% 6.49%
Variable rate debt - principal 18,643 8,281 3,000 3,000 3,000 7,635 43,559 43,559
Variable rate debt - interest 3,738 2,360 1,577 1,269 962 13,106 23,012
Average interest rate 9.15% 9.46% 10.25% 10.25% 10.25% 9.27% 9.77% 9.77%
</TABLE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders of
American Community Properties Trust:
We have audited the accompanying consolidated balance sheets of
American Community Properties Trust (a Maryland real estate investment
trust) and subsidiaries ("the Company") as of December 31, 1998 and the
related consolidated statements of income, changes in shareholders' equity
and cash flows for each of the three years in the period ended December 31,
1998. These consolidated financial statements and the schedule referred to
below are the responsibility of the Company's management. Our responsibil-
ity is to express an opinion on these consolidated financial statements and
schedule 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 consolidated financial statements referred to
above present fairly, in all material respects, the financial position of
American Community Properties Trust as of December 31, 1998 and the results
of their operations and their cash flows for each of the three years in the
period ending December 31, 1998 in conformity with generally accepted
accounting principles.
Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The financial statement schedule
included on pages 55 through 65 of the Form 10-K is presented for purposes
of complying with the Securities and Exchange Commission's rules and is not
a required part of the basic consolidated financial statements. This
schedule has been subjected to the auditing procedures applied in our audit
of the basic consolidated financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic
consolidated financial statements taken as a whole.
Arthur Andersen LLP
Washington, D.C.
March 26, 1999
<PAGE>
AMERICAN COMMUNITY PROPERTIES TRUST
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
YEARS ENDED DECEMBER 31,
--------------------------
1998 1997 1996
-------- -------- --------
REVENUES
Community development-land sales
Non-affiliates $ 14,942 $ 9,693 $ 3,608
Affiliates 1,728 3,472 10,066
Equity in earnings from partnerships
and developer fees 1,638 1,509 16,585
Rental property revenues 8,979 8,737 7,577
Management and other fees, substantially
all from related entities 3,447 3,775 4,816
Interest and other income 1,031 943 982
-------- -------- --------
Total revenues 31,765 28,129 43,634
-------- -------- --------
EXPENSES
Cost of land sales, including cost of sales
to affiliates of $1,427, $2,063,
and $6,075 11,106 8,494 9,378
Selling and marketing 60 127 226
General and administrative 5,793 6,607 6,810
Interest expense 3,724 3,820 4,433
Rental properties operating expense 3,578 3,597 3,245
Depreciation and amortization 1,926 1,850 1,726
Write-off of deferred project costs 86 6 321
Spin-off costs 2,324 1,164 --
-------- -------- --------
Total expenses 28,597 25,665 26,139
-------- -------- --------
INCOME BEFORE PROVISION FOR INCOME
TAXES AND MINORITY INTEREST 3,168 2,464 17,495
PROVISION FOR INCOME TAXES 1,289 470 3,424
-------- -------- --------
INCOME BEFORE MINORITY INTEREST 1,879 1,994 14,071
MINORITY INTEREST (697) (600) (444)
-------- -------- --------
NET INCOME BEFORE EXTRAORDINARY ITEM 1,182 1,394 13,627
EXTRAORDINARY ITEM-EARLY EXTINGUISHMENT OF DEBT -- -- (932)
-------- -------- --------
NET INCOME $ 1,182 $ 1,394 $ 12,695
======== ======== ========
BASIC NET INCOME (LOSS) PER SHARE
Income (loss) before extraordinary item $ .23 $ .27 $ 2.63
Extraordinary item -- -- (.18)
-------- -------- --------
Net income (loss) $ .23 $ .27 $ 2.45
======== ======== ========
WEIGHTED AVERAGE SHARES OUTSTANDING 5,212 5,196 5,180
======== ======== ========
The accompanying notes are an integral part
of these consolidated statements.
<PAGE>
AMERICAN COMMUNITY PROPERTIES TRUST
CONSOLIDATED BALANCE SHEETS
(In thousands)
A S S E T S
AS OF
DECEMBER 31,
-------------------
1998 1997
-------- --------
CASH AND CASH EQUIVALENTS
Unrestricted $ 2,903 $ 2,127
Restricted 1,167 374
-------- --------
4,070 2,501
-------- --------
ASSETS RELATED TO INVESTMENT PROPERTIES
Operating properties, net of accumulated
depreciation of $22,703 and $21,392, respectively 37,178 38,143
Investment in unconsolidated rental property
partnerships, net of deferred income of
$1,804 and $2,193, respectively 7,613 8,657
Investment in unconsolidated commercial
property partnerships 4,535 --
Other receivables, net of reserves of
$204 and $223, respectively 2,786 621
-------- --------
52,112 47,421
-------- --------
ASSETS RELATED TO COMMUNITY DEVELOPMENT
Land and development costs
Puerto Rico 26,515 34,268
St. Charles, Maryland 26,932 21,750
Notes receivable on lot sales and other 4,236 5,629
-------- --------
57,683 61,647
-------- --------
ASSETS RELATED TO HOMEBUILDING
Investment in joint venture 1,145 591
-------- --------
OTHER ASSETS
Receivables and other 2,690 2,514
Property, plant and equipment, less accumulated
depreciation of $1,753 and $1,675, respectively 466 448
-------- --------
3,156 2,962
-------- --------
Total assets $118,166 $115,122
======== ========
The accompanying notes are an integral part
of these consolidated balance sheets.
<PAGE>
AMERICAN COMMUNITY PROPERTIES TRUST
CONSOLIDATED BALANCE SHEETS
(In thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY
AS OF
DECEMBER 31,
-------------------
1998 1997
-------- --------
LIABILITIES RELATED TO INVESTMENT PROPERTIES
Recourse debt $ 2,723 $ 969
Non-recourse debt 38,662 39,101
Accounts payable and accrued liabilities 3,036 2,779
-------- --------
44,421 42,849
-------- --------
LIABILITIES RELATED TO COMMUNITY DEVELOPMENT
Recourse debt 42,013 39,784
Non-recourse debt -- 2,295
Accounts payable and accrued liabilities 2,207 4,502
Deferred income 337 598
-------- --------
44,557 47,179
-------- --------
OTHER LIABILITIES
Accounts payable and accrued liabilities 6,620 4,785
Notes payable and capital leases 234 173
Accrued income tax liability - current 305 --
Accrued income tax liability - deferred 5,296 4,120
-------- --------
12,455 9,078
-------- --------
Total liabilities 101,433 99,106
-------- --------
INVESTMENT IN AND ADVANCES FROM INTERSTATE
GENERAL COMPANY L.P. -- 16,016
-------- --------
SHAREHOLDERS' EQUITY
Common shares, $.01 par value, 10,000,000
million shares authorized, 5,191,544 shares
issued and outstanding as of December 31, 1998 52 --
Additional paid-in capital 17,275 --
Retained earnings (594) --
-------- --------
Total shareholders' equity $ 16,733 $ --
-------- --------
Total liabilities and capital $118,166 $115,122
======== ========
The accompanying notes are an integral part
of these consolidated balance sheets.
<PAGE>
AMERICAN COMMUNITY PROPERTIES TRUST
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(In thousands)
Additional
Common Paid-in Retained
Shares Shares Capital Earnings Total
------ ------ ---------- -------- -------
Balance October 5, 1998 -- $ -- $ -- $ -- $ --
Contributed capital from
Interstate General
Company L.P. 5,208 52 17,636 -- 17,688
Net loss October 5, 1998
through December 31, 1998 -- -- -- (594) (594)
Declared dividends -- -- (260) -- (260)
Issuance of warrants -- -- (101) -- (101)
Retirement of shares (16) -- -- -- --
------ ------ ------- ------- -------
Balance December 31, 1998 5,192 $ 52 $17,275 $ (594) $16,733
====== ====== ======= ======= =======
The accompanying notes are an integral part
of these consolidated statements.
<PAGE>
AMERICAN COMMUNITY PROPERTIES TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
YEARS ENDED DECEMBER 31,
------------------------
1998 1997 1996
------- ------- -------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 1,182 $ 1,394 $12,695
Adjustments to reconcile net income to net
cash provided by operating activities:
Extraordinary item -- -- 932
Depreciation and amortization 1,926 1,850 1,726
Provision (benefit) for deferred
Provision (benefit) for deferred income taxes 1,176 (920) 419
Equity in earnings from unconsolidated
partnerships and developer fees (1,084) (1,417)(16,660)
Distributions from unconsolidated partnerships 2,056 5,155 15,574
Cost of sales-community development 11,106 8,494 9,378
Equity in (earnings) loss from
homebuilding joint venture (554) (92) 75
Changes in other assets and liabilities 2,010 (1,064) 2,315
------- ------- -------
Net cash provided by operating activities 17,818 13,400 26,454
------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in land development (7,695) (6,764)(10,658)
Change in investments related to unconsolidated
rental property partnerships 72 (708) (84)
Change in investments related to unconsolidated
commercial property partnerships (4,535) -- --
Change in restricted cash (793) 521 1,150
Additions to rental operating properties, net (789) 141 (1,275)
Acquisitions of other assets (1,047) (1,338) (117)
Contributions to homebuilding joint venture -- (224) (100)
------- ------- -------
Net cash used in investing activities (14,787) (8,372)(11,084)
------- ------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Cash proceeds from debt financing 18,577 19,203 4,994
Payment of debt (17,267)(18,781)(15,803)
Cash distributions to Interstate
General Company L.P. (163) (5,745) (4,660)
Purchase of minority interest in subsidiary (3,100) -- --
Distributions to Interstate General
Company L.P.'s unitholders (209) -- (1,140)
Distributions to shareholders (260) -- --
Issuance of warrants 167 279 --
------- ------- -------
Net cash used in financing activities (2,255) (5,044)(16,609)
------- ------- -------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 776 (16) (1,239)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 2,127 2,143 3,382
------- ------- -------
CASH AND CASH EQUIVALENTS, END OF YEAR $ 2,903 $ 2,127 $ 2,143
======= ======= =======
The accompanying notes are an integral part
of these consolidated statements.
<PAGE>
AMERICAN COMMUNITY PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
(1) ORGANIZATION
American Community Properties Trust ("ACPT" or the "Company") was
formed on March 17, 1997 as a real estate investment trust under Article 8
of the Maryland Trust Law. ACPT was formed to succeed most of Interstate
General Company L.P.'s ("IGC" or "Predecessor") real estate operations.
On October 5, 1998 IGC transferred to ACPT the common shares of four
subsidiaries that collectively comprised the majority of the principal real
estate operations and assets of IGC. In exchange, ACPT issued to IGC
5,207,954 common shares of ACPT, all of which were distributed ("the
Distribution") to the partners of IGC. IGC distributed to its partners the
5,207,954 shares of common stock of ACPT, resulting in the division of
IGC's operations into two companies. The shares were distributed on a
basis of one ACPT share for every IGC Unit and a proportionate share to
IGC's general partners.
Prior to the distribution, IGC contributed to ACPT its ownership in
four companies, American Rental Properties Trust ("American Rental"),
American Rental Management Company ("American Management"), American Land
Development U.S., Inc. ("American Land") and IGP Group Corp. ("IGP Group").
ACPT's operations are carried out through these companies and their
subsidiaries.
American Rental
IGC expects to complete its transfer to American Rental its
partnership interests in United States investment properties in 1999. The
partnership interests in 13 investment apartment properties ("U.S.
Apartment Partnerships") will be held by American Rental indirectly through
American Housing Properties L.P. ("American Housing"), a Maryland
partnership, in which American Rental will have a 99% limited partner
interest and American Housing Management Company, a wholly owned subsidiary
of American Rental, will have a 1% general partner interest. The transfer
of the general partner interest in five partnerships requires limited
partner approval which has not yet been obtained. Therefore, IGC has
assigned to ACPT beneficial ownership in these partnerships. ACPT has
agreed to indemnify IGC against any losses it may suffer as a result of
being the general partner and IGC will be obligated to remit to ACPT any
cash received from these five partnerships. To avoid termination of the
partnership for tax purposes, sixty percent of the general partners'
interest in four additional partnerships will not be transferred to ACPT
until October 4, 1999. Where control does not exist in these cases, the
cost method of accounting will be used.
American Management
IGC transferred to American Management its United States property
management operations. The United States property management operations
provide management services for the U.S. Apartment Partnerships and for
other rental apartments not owned by IGC.
<PAGE>
American Land
IGC transferred to American Land its principal United States property
assets and operations. These included the following:
1. A 100% interest in St. Charles Community LLC which holds
approximately 4,500 acres of land in St. Charles, Maryland. This
constitutes substantially all of the land in St. Charles formerly
held by IGC, except for the land subject to the wetlands
litigation, the 26 remaining single-family lots in Dorchester and
various scattered commercial lots.
2. A 41.0346% interest in Maryland Cable Limited Partnership which
holds receivables from the 1988 sale of IGC's cable television
assets.
3. The Class B IGP interest that represents IGP's rights to income,
gains and losses associated with land in Puerto Rico held by Land
Development Associates, S.E. ("LDA") and designated for
development as saleable property.
4. As part of the asset transfers, IGC conditionally has agreed to
transfer to American Land 14 acres of land in St. Charles that
currently is zoned for commercial use (the "Commercial Parcel")
if and when IGC settles the wetlands litigation on terms approved
by the Board of Directors of IGC's general partner, provided that
IGC shall have received confirmation that the transfer of the
Commercial Parcel (and resulting decrease in the value of IGC's
assets) will not cause the IGC Units to be delisted from AMEX or
the PSE. The Commercial Parcel had a book value of approximately
$1,000,000 at July 28, 1998. If IGC is unable to settle the
wetlands litigation on satisfactory terms or IGC does not receive
confirmation of the continued listing of IGC Units, IGC will
retain the Commercial Parcel. There have been no adjustments
made to the accompanying financial statements to record the
inclusion of the Commercial Parcel.
IGP Group.
IGC transferred to IGP Group its entire 99% limited partnership
interest and 1% general partner interest in Interstate General Properties
Limited Partnership S.E., a Maryland partnership ("IGP") other than the
Class B IGP interest transferred to American Land. IGP's assets and
operations will continue to include:
1. a 100% partnership interest in LDA, a Puerto Rico special
partnership, which holds 285 acres of land in the planned
community of Parque Escorial and 540 acres of land in Canovanas;
2. a 50% partnership interest in Escorial Builders Associates S.E.
("Escorial Builders"), which is engaged in the construction of
condominiums in the planned community of Parque Escorial;
3. a 1% interest in El Monte Properties S.E., a Puerto Rico special
partnership which owns El Monte Mall Complex, a 169,000 square
foot office complex in San Juan, Puerto Rico; and
4. general partner interests in 11 Puerto Rico apartment
partnerships.
<PAGE>
An analysis of the activity in the capital account for each of the two
years ended December 31, 1997 and through October 5, 1998 is as follows (in
thousands):
Balance, December 31, 1995 $13,213
Net income 12,695
Exchange of assets between Company and Unitholders of IGC (20)
Cash distribution to Unitholders of IGC (1,140)
Cash distributions to IGC (4,660)
-------
Balance, December 31, 1996 20,088
Net income 1,394
Issuance of warrants 279
Cash distributions to IGC (5,745)
-------
Balance, December 31, 1997 $16,016
Net income January 1, 1998 to October 4, 1998 1,776
Cash distribution to Unitholders of IGC (209)
Issuance of warrants 268
Cash distributions to IGC (163)
-------
Balance October 5, 1998 (a) $17,688
=======
(a) Contribution from IGC.
Certain general and administrative costs of IGC were allocated to the
Company, principally based on IGC's specific identification of individual
cost items and otherwise based upon estimated levels of effort devoted by
its general and administrative departments to individual entities or
relative measures of size of the entities based on assets or operating
profit. Such allocated amounts are included in general and administrative
expenses. In the opinion of management, the methods used for allocating
corporate general and administrative expenses and other direct costs are
reasonable.
ACPT is a self-managed holding company that is expected to be taxed as
a partnership. The Company is primarily engaged in the investment of
rental properties, community development and management services. These
operations are concentrated in the Washington, D.C. metropolitan area and
Puerto Rico.
(2) BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Consolidation and Presentation
The accompanying consolidated financial statements include the
accounts of American Community Properties Trust and its majority owned
subsidiaries and partnerships, after eliminating all intercompany
transactions. The financial statements for periods prior to October 5,
1998 include the accounts of the Predecessor for the operations and assets
distributed to ACPT as if the Distribution had occurred prior to January 1,
1996. All of the entities included in the consolidated financial
statements are hereinafter referred to collectively as the "Company" or
"ACPT". As of December 31, 1998 the consolidated group includes ACPT and
its four major subsidiaries, American Rental Properties Trust, American
Rental Management Company, American Land Development U.S., Inc. and IGP
Group Corp. In addition, the consolidated group includes American Housing
Management Company, American Housing Properties L.P., St. Charles
<PAGE>
Community, LLC, Interstate General Properties Limited Partnership, S.E.,
Land Development Associates S.E., Lancaster Apartments Limited Partnership,
New Forest Apartments General Partnership, Fox Chase Apartments General
Partnership, Palmer Apartments Associates Limited Partnership, Headen House
Associates Limited Partnership, Wakefield Terrace Associates Limited
Partnership and Wakefield Third Age Associates Limited Partnership. The
Company's investments in its partnerships that it does not control are
recorded using the equity method of accounting. However, the recognition
of losses is limited to the amount of direct or implied financial support.
The assets and liabilities contributed to ACPT were transferred at their
cost basis because of affiliate ownership and common management.
Significant Accounting Policies
A summary of the significant accounting policies is as follows:
Sales and Profit Recognition and Cost Capitalization
Community development land sales are recognized at closing only when
sufficient down payments have been obtained, possession and other
attributes of ownership have been transferred to the buyer, and ACPT has no
significant continuing involvement.
The costs of acquiring and developing land are allocated to these
assets and charged to cost of sales as the related inventories are sold.
ACPT's interest costs related to land assets are allocated to these assets
based on their development stage and relative book value. The portion of
interest allocated to land during the development and construction period
is capitalized. Remaining interest costs are expensed. ACPT carries rental
properties, land and development costs at the lower of cost or net
realizable value.
Quarterly, ACPT evaluates the carrying value of its long-lived assets
in accordance with SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of." In cases
where management is holding for sale particular properties, ACPT assesses
impairment based on whether the net realizable value (estimated sales price
less costs of disposal) of each individual property to be sold is less than
the net book value. A property is considered to be held for sale when ACPT
has made the decision to dispose of the property. Otherwise, ACPT assesses
impairment of its real estate properties based on whether it is probable
that undiscounted future cash flows from each individual property will be
less than its net book value. If a property is impaired, its basis is
adjusted to its fair market value.
Management Fees
ACPT records management fees in the period in which services are
rendered.
Depreciation and Amortization
Buildings are depreciated over 35 to 40 years using the straight-line
method. Furniture, fixtures and equipment are depreciated over five to
seven years using the straight-line method. Deferred expenses are amortized
over the period of estimated benefit using the straight-line method.
<PAGE>
Investment in Rental Property Partnerships
ACPT's investment in rental property partnerships consists of
long-term receivables, nominal capital contributions, working capital loans
and ACPT's share of unconsolidated partnership income and losses. The
working capital loans receive priority distributions from the cash flow
generated from the operations of the partnerships. The long-term
receivables represent loans to the partnerships for payment of construction
and development costs in excess of the project mortgages. Substantially all
of the long-term receivables are non-interest bearing and have been
discounted at an effective rate of 14% based on the projected maturity date
which will occur upon the refinancing, sale or other disposition of the
partnerships' properties. The discount, which represents deferred sponsor
and developer fees, is netted in the combined historical financial
statements against the long-term receivables.
Certain partnerships are accumulating cash from operations in excess
of the maximum distribution amounts permitted by U.S. Department of Housing
and Urban Development ("HUD") and other regulatory authorities. This cash,
accumulated in restricted cash accounts, will be available to pay the
long-term receivables due to ACPT and to make cash distributions to ACPT
and the limited partners when the partnerships' projects are refinanced or
sold.
Pursuant to the partnership agreements, the general partners of the
unconsolidated partnerships are prohibited from selling or refinancing the
apartment complexes without majority limited partner approval. Due to the
absence of control and non-majority ownership, these partnerships are
accounted for under the equity method of accounting. For those
partnerships where control does not exist and IGC has only transferred the
beneficial interests, the cost method is employed.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, unrestricted deposits
with financial institutions and short-term investments with original
maturities of three months or less.
Income Taxes
ACPT does not expect to be subject to U.S. income taxes under current
law. ACPT's shareholders are expected to be taxed directly on their share
of ACPT's income. American Land Development U.S., Inc. and American Rental
Management Company are subject to federal and state tax at the applicable
corporate rates. American Rental Properties Trust ("ARPT"), which expects
to qualify as a real estate investment trust, does not expect to be subject
to tax under current law. ARPT, as a new REIT, has one taxable year to
comply with certain REIT rules which it currently does not meet, including
ownership of more than 50% of the REIT shares by less than five individuals
("The 5/50 test"). ARPT has until July 1, 1999 to comply with the 5/50
test. If they do not comply, ARPT will become taxed as a U.S. C
corporation and will not be allowed to reapply for REIT status for five
years. Furthermore, IGP Group, Inc. is subject to Puerto Rico income tax
on its Puerto Rico source income.
The combined historical financial statements of ACPT have been
presented without effect for income taxes of American Land, American
Management and American Rental prior to their start of operations. The
Predecessor was not subject to U.S. income tax on its U.S. source income.
<PAGE>
Earnings Per Share
The earnings per share information presented assumes that the
Distribution occurred prior to the years reported. The weighted average
shares outstanding reflects the distribution of one share of ACPT common
stock for two IGC Units and a pro rata number of ACPT shares to IGC's
general partners.
The Company adopted Statement of Financial Accounting Standard
("SFAS") No. 128, "Earnings Per Share" on December 31, 1997. All prior
year earnings per share data have been restated. This statement requires
the computation and reporting of both "basic" and "diluted" earnings per
share. Share options issued pursuant to the Company's compensation plans
and warrants issued to a lender are the only dilutive securities in 1998,
1997 and 1996. The diluted weighted average shares outstanding for 1998,
1997 and 1996 were 5,236,000, 5,204,000 and 5,189,000, respectively. There
is no dilutive effect on basic earnings per share. Potentially dilutive
options and warrants are described in Note 10.
Comprehensive Income
ACPT has no items of comprehensive income that would require separate
reporting in the accompanying consolidated statements of shareholders'
equity.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates.
Impact of Recently Issued Accounting Standards
In June 1997, the Financial Accounting Standards Board issued SFAS No.
131 "Disclosures about Segments of an Enterprise and Related Information",
which is effective for fiscal years beginning after December 15, 1997. ACPT
adopted SFAS No. 131 in 1998.
In February 1998, the Financial Accounting Standards Board issued SFAS
No. 132, "Employers' Disclosures about Pensions and Other Postretirement
Benefits." The statement revises employers' disclosures about pension and
other postretirement benefit plans and is effective for fiscal years
beginning after December 15, 1997. ACPT adopted SFAS No. 132 in 1998 and
the impact was not significant.
In June 1998, SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities," was issued. This statement establishes accounting and
reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts (collectively referred
to as derivatives) and for hedging activities. It requires that an entity
recognize all derivatives as either assets or liabilities in the statement
of financial position and measure those instruments at fair value. If
certain conditions are met, a derivative may be specifically designated as
(a) a hedge of the exposure to changes in the fair value of a recognized
asset or liability or an unrecognized firm commitment, (b) a hedge of the
exposure to variable cash flows of a forecasted transaction, or (c) a hedge
of the foreign currency exposure to a net investment in a foreign
<PAGE>
operation, an unrecognized firm commitment, an available-for-sale security,
or a foreign-currency-denominated forecasted transaction. This statement
is effective for all fiscal quarters of fiscal years beginning after June
15, 1999. Although currently ACPT has no derivative instruments this
statement would apply if derivative instruments were transacted by ACPT in
future periods.
(3) INVESTMENT IN UNCONSOLIDATED PARTNERSHIPS
Housing Partnerships
The following information summarizes financial data and principal
activities of unconsolidated housing partnerships which the Company
accounts for under the equity method. Also included are two partnerships
that the beneficial ownership interest was transferred to ACPT prior to the
distribution but the legal ownership is expected to be transferred during
the second quarter of 1999. The information is presented to segregate the
two projects undergoing condominium conversion from the operating
properties (in thousands).
Projects
Operating Under Condo
Properties Conversions Total
---------- ----------- -----
SUMMARY FINANCIAL POSITION:
Total Assets
December 31, 1998 $ 98,823 $14,662 $113,485
December 31, 1997 102,466 9,509 111,975
Total Non-Recourse Debt
December 31, 1998 107,097 15,055 122,152
December 31, 1997 106,390 11,612 118,002
Total Other Liabilities
December 31, 1998 10,024 3,818 13,842
December 31, 1997 9,903 122 10,025
Total Equity
December 31, 1998 (18,298) (4,211) (22,509)
December 31, 1997 (13,827) (2,225) (16,052)
Company's Investment
December 31, 1998 7,613 -- 7,613
December 31, 1997 8,657 -- 8,657
SUMMARY OF OPERATIONS:
Total Revenue
Year Ended December 31, 1998 $ 27,118 $ 110 $ 27,228
Year Ended December 31, 1997 26,356 1,557 27,913
Year Ended December 31, 1996 28,128 2,744 30,872
Net Income (Loss)
Year Ended December 31, 1998 1,114 (1,985) (871)
Year Ended December 31, 1997 767 (438) 329
Year Ended December 31, 1996 897 801 1,698
Company's recognition of equity in
earnings and developer fees
Year Ended December 31, 1998 1,084 -- 1,084
Year Ended December 31, 1997 1,417 -- 1,417
Year Ended December 31, 1996 1,622 401 2,023
<PAGE>
Projects
Operating Under Condo
Properties Conversions Total
---------- ----------- -----
SUMMARY OF CASH FLOWS:
Cash flows from operating activities
Year Ended December 31, 1998 5,338 (5,433) (95)
Year Ended December 31, 1997 4,911 (1,499) 3,412
Year Ended December 31, 1996 6,068 1,290 7,358
Company's share of cash flows
from operating activities
Year Ended December 31, 1998 1,852 (2,717) (865)
Year Ended December 31, 1997 1,801 (750) 1,051
Year Ended December 31, 1996 2,169 645 2,814
Operating cash distributions
Year Ended December 31, 1998 5,309 -- 5,309
Year Ended December 31, 1997 1,355 9,292 10,647
Year Ended December 31, 1996 1,500 120 1,620
Company's share of operating
cash distributions
Year Ended December 31, 1998 1,795 -- 1,795
Year Ended December 31, 1997 509 4,646 5,155
Year Ended December 31, 1996 349 60 409
SUMMARY OF 1996 SALES TRANSACTION:
Gain on sale $ 39,934
Company's equity and earnings recognition 14,637
Total distribution of sales proceeds 36,235
Company's share of sales proceeds distribution 15,165
The unconsolidated rental properties partnerships as of December 31,
1998 include 17 partnerships owning 4,159 rental units in 20 apartment
complexes owned by Alturas Del Senorial Associates Limited Partnership,
Bannister Associates Limited Partnership, Bayamon Gardens Associates
Limited Partnership, Brookside Gardens Limited Partnership, Carolina
Associates Limited Partnership, Colinas de San Juan Associates Limited
Partnership, Crossland Associates Limited Partnership, Essex Apartments
Associates Limited Partnership, Huntington Associates Limited Partnership,
Jardines de Caparra Associates Limited Partnership, Lakeside Apartments
Limited Partnership, Monserrate Associates Limited Partnership, Monte de
Oro Associates Limited Partnership, New Center Associates Limited
Partnership, San Anton Associates Limited Partnership, Turabo Limited
Dividend Partnership and Valle del Sol Limited Partnership. The Company
holds a general partner interest in these partnerships and generally shares
in zero to 5% of profits, losses and cash flow from operations until such
time as the limited partners have received cash distributions equal to
their capital contributions. Thereafter, the Company generally shares in
50% of cash distributions from operations. Pursuant to the partnership
agreements, the general partners of the unconsolidated partnerships are
prohibited from selling or refinancing the apartment complexes without
majority limited partner approval. Due to the absence of control and non-
majority ownership, these partnerships are accounted for under the equity
method of accounting.
During 1997, the rental complexes owned by Monte de Oro and New Center
were refinanced to provide distributions to their partners and funds to
convert the rental units into condominiums. Rental revenues started to
decline in 1997 as the units were vacated in preparation for conversion.
<PAGE>
In March of 1996, ACPT completed the sale of four Puerto Rico
apartment properties totaling 918 units. The properties were purchased by
non-profit organizations with financing provided by HUD through capital
grants authorized by the Low Income Housing Preservation and Resident Home
Ownership Act ("LIHPRHA"). The Company retained the management contract
for these properties. Prior to the sale, these partnerships were accounted
for using the equity method of accounting.
Homebuilding Joint Venture
The Company holds a 50% joint venture interest in Escorial Builders
S.E. ("Escorial Builders"). Escorial Builders was formed in 1995 to
purchase lots from the Company and construct homes for resale. It
purchased land to construct 118 units in 1997 and land to construct 98
units in 1996. The profit on these lots are deferred until sold by
Escorial Builders to a third party. The Company's share of the income
(loss) and its investment are included with ACPT's assets related to
homebuilding in the accompanying consolidated financial statements. The
following tables summarize Escorial Builders' financial information (in
thousands):
SUMMARY OF FINANCIAL POSITION:
AS OF DECEMBER 31,
----------------------------
1998 1997
------------- ------------
Total assets $ 9,396 $13,374
Total liabilities 7,107 12,191
Total equity 2,289 1,183
Company's investment 1,145 591
SUMMARY OF OPERATIONS:
FOR THE YEAR ENDED
---------------------------
1998 1997 1996
---- ---- ----
Total revenue $12,324 $ 2,491 $ --
Net income (loss) 1,107 183 (151)
Company's recognition of
equity in earnings (losses) 554 92 (75)
SUMMARY OF OPERATING CASH FLOWS:
FOR THE YEAR ENDED
---------------------------
1998 1997 1996
---- ---- ----
Cash flows from operating
activities $ 5,043 $(7,119) $(4,361)
Company's share of cash flows
from operating activities 2,521 (3,600) (2,181)
Operating cash distributions -- -- --
Company's share of operating
cash distributions -- -- --
<PAGE>
Commercial Land Lease Partnership
In December 1998, the Company obtained a limited partner interest in
ELI, S.E. ("ELI"), a partnership formed for the purpose of constructing a
building to lease to the State Insurance Fund of Puerto Rico. ACPT
contributed the land in exchange for 48% of future income generated by the
thirty year lease of the building and $700,000. The following tables
summarize ELI's financial information (in thousands):
SUMMARY OF FINANCIAL POSITION:
As of
December 31,
1998
------------
Total assets $31,475
Total liabilities 27,482
Total equity 3,993
Company's investment 4,535
SUMMARY OF OPERATIONS:
For the
Year Ended
1998
----------
Total revenue $ --
Net loss (7)
Company's recognition of equity in losses (3)
SUMMARY OF OPERATING CASH FLOWS:
For the
Year Ended
1998
----------
Cash flows from operating activities $ 9,482
Company's share of cash flows from
operating activities 3,793
Operating cash distributions --
Company's share of operating cash
distributions --
<PAGE>
(4) DEBT
The Company's outstanding debt is collateralized primarily by land,
land improvements, receivables, investment properties, investments in
partnerships, and rental properties. The following table summarizes the
indebtedness of the Company at December 31, 1998 and 1997 (in thousands):
Outstanding
Maturity Interest December 31,
Dates Rates (a) --------------------------
From/To From/To 1998 1997
-------- --------- ------------- ------------
Related to community
development:
Recourse debt Demand/ P+1%/ (b,c) $42,013 $39,784
08-02-09 10.0%
Non-recourse debt Paid P+1.5% -- 2,295
Related to investment
properties:
Recourse debt Demand 8.05% (d) 2,723 969
Non-recourse debt 10-01-19/ 6.85%/ 38,662 39,101
10-01-28 8.5%
General:
Recourse debt 03-01-00/ 9.45%/ 234 173
04-01-03 18.5% ------- -------
Total debt $83,632 $82,322
======= =======
(a) P = Prime lending interest rate.
(b) Approximately $15,135,000 of this debt requires additional
interest payments on each annual anniversary date. The amount
due is 1% of the outstanding balance in 1998 and 1999, and
increases 1/2% each year thereafter, through 2003.
(c) Approximately $187,000 of this debt is payable on demand.
(d) All recourse debt, related to investment properties, is payable
on demand.
ACPT's loans contain various financial, cross-collateral, cross-
default, technical and restrictive provisions; the most significant of
which requires the Company to maintain a ratio of aggregate liabilities to
tangible net worth of no greater than three to one. The material negative
covenants require ACPT to obtain prior approval before incurring any liens
on its assets or incurring any additional indebtedness. ACPT is prohibited
from making distributions in excess of the minimum distributions required
by ACPT's Declaration of Trust without prior lender approval. Lender
approval is also required prior to LDA making cash distributions in excess
of distributions to pay income taxes on LDA generated taxable income unless
certain cash flow conditions exist that provide adequate working capital
for debt service and operations for the following twelve months. Lender
approval is required prior to ACPT making any guarantee or loan out of the
normal course of business. ACPT is prohibited from selling or disposing
substantially all of its assets outside the ordinary course of business or
entering into any significant new line of business. LDA may not enter into
<PAGE>
any transaction with any affiliate out of the normal course of business and
for terms less favorable than would be obtained in an arm's-length
transaction without prior lender approval. Prior approval is also required
for any change in the ownership of LDA, any amendments to LDA's partnership
agreement, or any merger, reorganization or acquisition of LDA.
As of December 31, 1998, the $42,013,000 of recourse debt related to
community development assets is fully collateralized by substantially all
of the community development assets. Approximately $15,135,000 of this
amount is further secured by investments in apartment rental partnerships.
As of December 31, 1998, recourse investment property debt is secured
by cash receipts received by the Company pursuant to the terms of a sales
contract. The non-recourse investment properties debt is collateralized by
apartment projects and secured by FHA or the Maryland Housing Fund.
Mortgage notes payable of $7,113,000 have stated interest rates of 7.5% and
7.75%; however, after deducting interest subsidies provided by HUD, the
effective interest rate over the life of the loans is 1%.
ACPT's weighted average interest rate during 1998 on its variable rate
debt was 10.27%.
The stated maturities (assuming no accelerations) of ACPT's
indebtedness at December 31, 1998 are as follows (in thousands):
1999 $20,346
2000 8,857
2001 3,627
2002 3,705
2003 3,745
Thereafter 43,352
-------
$83,632
=======
The interest costs incurred were accounted for as follows (in
thousands):
December 31,
--------------------------
1998 1997 1996
------ ------ ------
Expensed $3,724 $3,820 $4,433
Capitalized 2,912 3,434 4,394
------ ------ ------
$6,636 $7,254 $8,827
====== ====== ======
Extraordinary Item-Early Extinguishment of Debt
On December 23, 1996, ACPT completed the restructuring of two non-
recourse mortgages that will provide an interest savings of approximately
$12,000,000 over the life of the loan. The new mortgage notes payable of
$18,700,000 bear average annual interest rate over the life of the loans at
approximately 6.8% compared to approximately 9.7% for the old loans.
Prepayment fees of $932,000 were paid to the prior lender and charged as an
extraordinary item in the accompanying financial statements. The loans are
secured by the rental properties owned by two consolidated partnerships.
<PAGE>
(5) OTHER COMMITMENTS AND CONTINGENT LIABILITIES
As of December 31, 1998, ACPT is guarantor of $6,246,000 of letters of
credit and surety bonds for land development completion.
IGP Group has assigned the receivables and cash proceeds from three
apartment properties to serve as collateral for a letter of credit in the
amount of $4,569,000 issued for the benefit of Chastleton Apartment
Associates Limited Partnership, an entity related to IGC.
ACPT entered into a consulting and retirement compensation agreement
with IGC's founder and Chief Executive Officer, James J. Wilson, effective
October 5, 1998 (the "Consulting Agreement"). The Consulting Agreement
provides for annual cash payments during the first two years of $500,000
and annual cash payments for eight years thereafter of $200,000.
During 1997, two substantially debt free complexes owned by two
unconsolidated partnerships were refinanced to provide condominium
conversion construction funds and distributions to their owners. The
Company guaranteed these loans, which cannot exceed $24,900,000. In
January 1998, two additional residential rental properties owned by
separate unconsolidated partnerships, were refinanced with Firstbank of
Puerto Rico. The Company guaranteed these loans which amount to
$10,000,000. The new mortgage loans mature concurrently with the housing
assistance payment contracts, at which time the Company expects to
refinance the outstanding balance of the debt, to provide condominium
conversion construction funds and distributions to their respective owners.
In the normal course of business, ACPT is involved in various types of
pending or unasserted claims. In the opinion of management, these will not
have a material impact on the financial condition or future operations of
ACPT.
(6) LEASES
ACPT operates certain property and equipment under leases, some with
purchase options that expire at various dates through 2005. ACPT is also
obligated under several non-cancelable operating leases for office space
and equipment. Future minimum lease payments are as follows (in
thousands):
Operating Capitalized
Leases Leases
--------- -----------
1999 $ 404 $ 74
2000 384 87
2001 299 66
2002 149 46
2003 140 32
Thereafter 368 1
------- -------
Total minimum lease payments $ 1,744 306
Less amount representing interest 72
-------
Present value of lease payments $ 234
Rental expense under non-cancelable operating leases was $415,000 in
1998, $417,000 in 1997 and $441,000 in 1996 and is included in general and
administrative expenses in the accompanying consolidated statement of
income.
<PAGE>
(7) RELATED PARTY TRANSACTIONS
ACPT, certain officers and trustees of ACPT, IGC and a general partner
of IGC, Interstate Business Corporation ("IBC"), have ownership interests
in various entities that conduct business with the Company. The financial
impact of the related party transactions on the accompanying financial
statements are reflected below (in thousands):
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENT OF INCOME:
Years Ended December 31,
------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C> <C>
Community Development - Land Sales (A)
IGC $ -- $ 105 $ 980
Homebuilding joint venture 1,728 367 --
Affiliate of IGC former director (A1) -- -- 5,704
IBC, general partner of IGC -- -- 1,869
Affiliate of IBC, general partner of IGC -- -- 1,513
Affiliate of IBC, general partner of IGC,
and James Michael Wilson, trustee, former IGC director (A2) -- 3,000 --
------ ------ -------
$1,728 $3,472 $10,066
====== ====== =======
Cost of Land Sales
IGC $ -- $ 71 $ 686
Homebuilding joint venture 1,427 303 --
Affiliate of IGC former director -- -- 4,123
IBC, general partner of IGC -- -- 586
Affiliate of IBC, general partner of IGC -- -- 680
Affiliate of IBC, general partner of IGC,
and James Michael Wilson, trustee, former IGC director (A2) -- 1,689 --
------ ------ -------
$1,427 $2,063 $ 6,075
====== ====== =======
Management and Other Fees (B)
Unconsolidated subsidiaries $2,322 $2,583 $ 3,614
Affiliate of IBC, general partner of IGC (B1) 344 550 627
Affiliate of James Michael Wilson, trustee, former IGC director,
Thomas B. Wilson, trustee, former IGC director, and
James J. Wilson, IGC director 157 148 193
Affiliate of James Michael Wilson, trustee, former IGC director,
Thomas B. Wilson, trustee, former IGC director, James J. Wilson,
IGC director, and an Affiliate of IBC, general partner of IGC 68 68 113
IBC, general partner of IGC -- -- 12
------ ------ -------
$2,891 $3,349 $ 4,559
====== ====== =======
Interest and Other Income
Unconsolidated subsidiaries $ 86 $ 49 $ 49
Affiliate of IGC former director 125 263 429
Affiliate of IBC, general partner of IGC -- 120 --
Affiliate of Thomas B. Wilson, trustee, former IGC director -- 16 17
IBC, general partner of IGC -- -- 8
------ ------ -------
$ 211 $ 448 $ 503
====== ====== =======
General and Administrative Expense
Affiliate of IBC, general partner of IGC (C1) $ 335 $ 339 $ 361
Reserve additions and other write-offs-
Affiliate of IBC, general partner of IGC (B2,B3) (109) 220 169
Affiliate of IGC former director (A1) 43 388 319
Affiliate of Thomas B. Wilson, trustee, former IGC director -- 83 --
Unconsolidated subsidiaries (B3) 19 14 1
Reimbursement to IBC for ACPT's share of J. Michael Wilson's salary 91 14 --
Reimbursement of administrative costs-IGC (C7) (67) -- --
James J. Wilson, IGC director (C4,C6) 182 96 --
------ ------ -------
$ 494 $1,154 $ 850
====== ====== =======
Interest Expense
IGC (C5) $ 227 $ 213 $ 242
IBC, general partner of IGC 8 -- --
------ ------ -------
$ 235 $ 213 $ 242
====== ====== =======
<PAGE>
<CAPTION>
BALANCE SHEET IMPACT:
Increase Increase
Balance (Decrease) Balance (Decrease)
December 31, in Reserves December 31, in Reserves
1998 1998 1997 1997
------------ ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Assets Related to Investment Properties
Receivables, all unsecured and due on demand-
Unconsolidated subsidiaries $2,646 $ 19 $ 539 $ 112
Affiliate of IBC, general partner
of IGC (B1) 84 (110) 51 (11)
Affiliate of James Michael Wilson, trustee,
former IGC director and James J. Wilson, IGC
director 7 -- 20 --
------ ----- ------ -----
$2,737 $ (91) $ 610 $ 101
====== ===== ====== =====
Assets Related to Community Development
Notes receivable and accrued interest-
Affiliate of a former IGC Interest 10%
director, secured by land matured April 1,
1998, paid (A1) $ -- $ -- $ 980 $ --
Affiliate of a former IGC Interest 10%
director, secured by land payments per month
$27,000, matures
April 1, 1999 (A1) 1,970 43 2,088 388
Affiliate of IBC, general partner Interest P+1.5%
of IGC, secured by land matured June 29,
1998, paid (A2) -- -- 2,520 --
------ ----- ------ -----
$1,970 $ 43 $5,588 $ 388
====== ===== ====== =====
Other Assets
Receivables - All unsecured
IBC, general partner of IGC Payable from IGC
distributions, paid (C2) $ -- $ -- $ 681 $ --
Affiliate of IBC, general partner demand
of IGC, and Thomas B. Wilson,
trustee, former IGC director 5 -- (92) --
IBC, general partner of IGC demand 32 -- (39) --
IGC 98 -- -- --
------ ----- ------ -----
$ 135 $ -- $ 550 $ --
====== ===== ====== =====
Liabilities Related to Community Development
Notes payable
IGC (C5) $7,500 $ -- $6,772 $ --
====== ===== ====== =====
Accounts payable
Whitman, Requardt (C3) $ 139 $ -- $ 121 $ --
====== ===== ====== =====
Other Liabilities
IGC (C8) $2,188 $ -- $1,539 $ --
====== ===== ====== =====
</TABLE>
(A) Land Sales
The Company sells land to affiliates and non-affiliates with similar
terms. The sales prices to affiliates are based on third party appraisals,
payable in cash or a combination of a 20% cash down payment and a note for
the balance. The notes receivable are secured by deeds of trust on the
land sold, and bear an interest rate equal to those charged at that time
for land sales. The notes mature in one year or mature in five or less
years with annual amortizations. As circumstances dictate, the maturity
dates and repayment terms of the notes receivable due from affiliates or
non-affiliates have been modified. Any sales transactions that vary from
these terms are described below:
<PAGE>
(1) The notes receivable due from an affiliate of a former IGC
director did not bear interest until certain infrastructure
improvements were completed. This infrastructure was delayed and
the interest commencement dates modified. These delays created
the additional discount reflected above.
(2) On June 30, 1997, the Company sold 374 acres to an affiliate of
IBC for $3,000,000 and recognized a profit of $1,311,000. As
payment for this parcel, the Company received a 20% down payment
and assumption of a note payable.
(B) Management and Other Services
The Company provides management and other support services to its
unconsolidated subsidiaries and other related entities in the normal course
of business. These fees are typically collected on a monthly basis, one
month in arrears. These receivables are unsecured and due upon demand.
Certain partnerships experiencing cash shortfalls have not paid timely. As
such, these receivable balances are reserved until satisfied or the
prospects of collectibility improves. Decreases to the reserves for other
than routine cash payments are discussed below:
(1) During the second quarter of 1997, an affiliate of IBC purchased
the management fees receivable of $190,000 due from Chastleton,
Coachman's, Rolling Hills, and Village Lake for a cash payment of
$190,000. The collection of these receivables had previously been
questionable and they had been fully reserved. This transaction
resulted in income recognition of $190,000.
(2) During the third quarter of 1998, an affiliate of IBC guaranteed
the payment of management fees due from Chastleton, Coachman's,
Rolling Hills and Village Lake. The collection of these fees had
previously been questionable and they had been fully reserved.
(3) The collectibility of management fee receivables are evaluated
quarterly. Any increase or decrease in the reserves are reflected
as additional expenses or recovery of such expenses.
(C) Other
Other transactions with related parties are as follows:
(1) The Company rents executive office space and other property from
affiliates both in the United States and Puerto Rico pursuant to
leases that expire through 2005. In management's opinion, all
leases with affiliated persons are on terms generally available
from unaffiliated persons for comparable property.
(2) During 1996, the sale of four properties in Puerto Rico triggered
a taxable gain, a portion of which is passed through to the
predecessor of IGC that contributed those assets. IGC's
partnership agreement provides for (1) an allocation to that
predecessor of the income tax payable in Puerto Rico on such
portion of the gain and (2) a reduction from its cash
distributions in an amount equivalent to the Puerto Rico income
tax specifically allocated to the predecessor. In accordance with
these provisions, the Company recorded a receivable from IBC of
$881,000 which was subsequently paid.
<PAGE>
(3) Thomas J. Shafer became a director of IGMC and a trustee of ACPT
in 1998 after his retirement from Whitman, Requardt, where he was
a Senior Partner. Whitman, Requardt provides engineering services
to IGC. In management's opinion, services performed are on terms
available to other clients.
(4) James J. Wilson, as a former general partner of IGP, was entitled
to priority distributions made by each housing partnership in
which IGP is the general partner up until the Distribution Date.
If IGP received a distribution which represents 1% or less of a
partnership's total distribution, Mr. Wilson received the entire
distribution. If IGP received a distribution which represents
more than 1% of a partnership's total distribution, Mr. Wilson
received the first 1% of such total.
(5) Pursuant to the terms of IGC's restructuring, IGC retained a note
receivable due from LDA. In addition to the portion of interest
incurred on this note payable to IGC that was expensed, interest
costs of $500,000 and $503,000 were allocated to land development
and capitalized in the years ended 1998 and 1997, respectively.
(6) Fees paid to James J. Wilson pursuant to a consulting and
retirement agreement. Effective October 5, 1998, the consulting
agreement provides for annual cash payments for the first two
years of $500,000 and annual cash payments for eight years
thereafter of $200,000.
(7) During the transition period after the Distribution, the Company
has provided land development, accounting, tax, human resources,
payroll processing and other miscellaneous administrative support
services to IGC. After the transition period, ACPT has agreed to
continue to provide human resources, payroll processing and tax
services to IGC on a cost reimbursement basis.
(8) Reflects ACPT's obligation to reimburse IGC for the taxes that
were generated by Puerto Rico source income prior to the
Distribution date. This obligation accompanied the Puerto Rico
assets that were transferred to ACPT during IGC's restructuring.
(8) PURCHASE OF MINORITY INTEREST IN LDA
On July 30, 1998, the Company redeemed the 20% minority interest in
Land Development Associates S.E. ("LDA") from an outside partner for
$3,100,000 and assumed a $472,000 deferred tax obligation. LDA also repaid
a $2,400,000 note due to an affiliate of this unrelated partner. This
transaction was financed with a $5,600,000 loan from a commercial bank.
The loan bears interest at prime plus 1%, matures on July 30, 1999 and is
collateralized by an assignment of the 20% partnership interest in LDA and
a second mortgage on Parque El Comandante land held by LDA. The Company
employed the purchase method of accounting for this transaction.
(9) PUERTO RICO EXPROPRIATION
During the third quarter of 1998, a Puerto Rico government agency
expropriated 52 cuerdas located in Parque El Comandante and deposited
$783,000 into an account for the Company. The Company believes that the
market value is significantly higher and therefore has begun the appeal
process to increase the amount of payment received for this land to the
<PAGE>
current market price. As a result of this transaction during the third
quarter, the basis of the land was removed from inventory but no
corresponding income or loss was recorded. This transaction will be
recorded as a sale in the period that the Company and the government agree
upon the fair market value of this property.
(10) OPTIONS, APPRECIATION RIGHTS AND WARRANTS
ACPT adopted an employee share incentive plan (the "Share Incentive
Plan") and a Trustees share incentive plan (the "Trustee Share Plan") to
provide for share-based incentive compensation for officers, key employees
and Trustees.
Under the Share Incentive Plan, the Compensation Committee of the
Board of Trustees may grant to key employees the following types of share-
based incentive compensation awards ("Awards") (i) options to purchase a
specified number of shares ("Options"), (ii) forfeitable shares that vest
upon the occurrence of certain vesting criteria ("Restricted Shares"), or
(iii) Share Appreciation Rights ("Rights") that entitle the holder to
receive upon exercise an amount payable in cash, shares or other property
(or any combination of the foregoing) equal to the difference between the
market value of shares and a base price fixed on the date of grant. A
total of 500,000 shares has been reserved for issuance under the Share
Incentive Plan.
The Share Incentive Plan authorizes the Compensation Committee to
determine the exercise price and manner of payment for Options and the base
price for Rights. The Compensation Committee also is authorized to
determine the duration and vesting criteria for Awards, including whether
vesting will be accelerated upon a change in control of ACPT.
Rights of key employees under Awards are not transferable other than
to immediate family members or by will or the laws of intestate succession.
The Trustee Share Plan authorizes the Board of Trustees, in its
discretion, to grant to eligible Trustees awards of the same types and
terms of Awards as provided under the Share Incentive Plan. Only Trustees
who are not employees of ACPT or any affiliated company are eligible to
receive Awards under the Trustee Share Plan. A total of 100,000 shares has
been reserved for issuance under the Trustee Share Plan.
Certain employees held options and incentive rights granted by the
Predecessor. Pursuant to the terms of the restructure, the exercise price
of the options and the base price of the rights were allocated between the
Predecessor and ACPT based on their average closing prices for twenty days
after they began trading independently. As a result, the Company granted
options and incentive rights solely to separate the existing benefits into
two parts. The awards were not adjusted in any other manner so as to
provide additional compensation or reduce the employees' benefit.
Options
As a result of the restructuring, the Company issued 8,200 Options to
employees that hold IGC options. As of December 31, 1998, all outstanding
Options are fully vested and exercisable, however, 3,200 of these options
expired on January 1, 1999. The remaining 5,000 Options expire on August
1, 2001 and bear an exercise price of $6.516 per share. The Company
determined that the fair value of these Options are not material to the
financial statements.
<PAGE>
Share Appreciation Rights
As of December 31, 1998, the dates that the 98,400 share appreciation
rights become exercisable and their expiration dates are as follows:
Rights Expiring
---------------------------------------------
May 15, October 18, June 19, August 13,
Rights Exercisable at: 2004 2004 2007 2007
- - --------------------- ------- ----------- -------- ----------
December 31, 1998 32,320 500 6,500 5,000
May 15, 1999 8,080
June 19, 1999 6,500
August 13, 1999 5,000
June 19, 2000 6,500
August 13, 2000 5,000
June 19, 2001 6,500
August 13, 2001 5,000
June 19, 2002 6,500
August 13, 2002 5,000
------ ------ ------ ------
40,400 500 32,500 25,000
====== ====== ====== ======
During 1998 and 1996, $85,000 and $94,000 of prior expense incurred by
the Predecessor and ACPT was recovered due to a decline in the market price
of the Predecessor's units and the Company's shares. During 1997, the
Company recognized $105,000 of compensation expense in connection with the
outstanding rights. No share appreciation rights have been issued in
connection with the Trustee Share Plan.
Warrants
Pursuant to the terms of the restructure and the Banc One loan
agreement, ACPT issued 112,500 warrants to Banc One to replace the 225,000
warrants issued by the Predecessor. These warrants have an exercise price
of $6.10 per warrant. These warrants have a $428,000 value, net of $19,000
of amortization. For each year the loan remains outstanding, the Company
must grant Banc One an additional 37,500 warrants to purchase 37,500 common
shares of ACPT. The future warrants will bear an exercise price at the
lesser of $6.10 or the average price of the issued shares during the twenty
days immediately preceding the grant date. All warrants expire at the
latter of July 31, 2002 or four years after the loan has been paid in full.
(11) RETIREMENT AND PROFIT SHARING PLANS
ACPT assumed all of IGC's obligations under the IGC Retirement Plan
for the ACPT employees and in 1998 established its own retirement plan (the
"Retirement Plan"). Employees are eligible to participate in the
Retirement Plan when they have completed a minimum employment period of
1,000 hours. The Retirement Plan is a defined contribution plan which
provides for contributions by ACPT for the accounts of eligible employees
in amounts equal to 4% of base salaries and wages not in excess of the U.S.
Social Security taxable wage base, and 8% of salaries (limited to $160,000)
that exceeded that wage base. Eligible employees also may make voluntary
contributions to their accounts and self direct the investment of their
account balances in various investment funds offered under the plan. The
<PAGE>
Retirement Plan also contains a profit sharing provision that allows the
Company to make cash awards to selected employees, a portion of which is
contributed to the Retirement Plan. Contributions to the Retirement Plan
were $53,000 in 1998. Prior to October 5, 1998, ACPT's employees
participated in IGC's plan.
(12) INCOME TAXES
American Management and American Land are subject to federal and state
income tax. As a U.S. Company doing business in Puerto Rico, ACPT is
subject to Puerto Rico income tax on its Puerto Rico based income.
Therefore, the calculation below for the provision for income taxes
includes only income from American Management, American Land and Puerto
Rico source income. The following table reconciles the effective rate (in
thousands, except amounts in %):
December 31,
-------------------------------------------------
1998 1997 1996
--------------- -------------- --------------
% of % of % of
Amount Income Amount Income Amount Income
------ ------ ------ ------ ------ ------
Taxes at statutory
U.S. federal
income tax rate $1,109 35% $ -- -- $ -- --
Income taxed directly
to partners (1,305) (41%) -- -- -- --
State income taxes, net
of federal tax benefit 299 9% -- -- -- --
Income only subject to
foreign tax (140) (4%) 470 29% 3,424 29%
Tax effect of
reorganization 842 27% -- -- -- --
Spin-off costs and other
permanent differences 484 15% -- -- -- --
------ --- ----- --- ------ ---
$1,289 41% $ 470 29% $3,424 29%
====== === ===== === ====== ===
<PAGE>
The provision for income taxes includes the following components (in
thousands):
YEARS ENDED DECEMBER 31,
-----------------------------------
1998 1997 1996
----------- -------- --------
Current:
United States $ 34 $ -- $ --
Puerto Rico 917 1,390 3,005
------ ------ ------
951 1,390 3,005
------ ------ ------
Deferred:
United States 711 -- --
Puerto Rico (373) (920) 419
------ ------ ------
$338 (920) 419
------ ------ ------
$1,289 $ 470 $3,424
====== ====== ======
The components of deferred taxes payable include the following:
AT DECEMBER 31,
------------------------
1997 1996
----------- -----------
(In thousands)
Tax on amortization of deferred income related
to long-term receivables from partnerships
operating in Puerto Rico $ 481 $ 556
Tax on equity in earnings of partnerships
operating in Puerto Rico 822 1,232
Tax on land development costs capitalized for book
purposes but deducted currently for tax purposes 2,455 2,465
Tax on interest income, payable when collected 529 --
Tax on sale to related party deferred for book
purposes but currently taxable (78) (133)
Tax on collection of note receivable 1,266 --
Other (179) --
------ ------
$5,296 $4,120
====== ======
Deferred income taxes reflect the "temporary differences" between
amounts of assets and liabilities for financial reporting purposes as
determined in accordance with SFAS No. 109 and such amounts as measured by
tax laws.
(13) FAIR VALUE OF FINANCIAL INSTRUMENTS
The balance sheet carrying amounts of cash and cash equivalents,
receivables and other current assets approximate fair value due to the
short-term nature of these items. Fair value of long-term debt instruments
was determined by discounting future cash flows using ACPT's current market
rates. As of December 31, 1998 and 1997, the fair value of long-term debt
instruments were $86,108,000 and $78,307,000, respectively.
<PAGE>
(14) SEGMENT INFORMATION
ACPT has two reportable segments: U.S. operations and Puerto Rico
operations. The U.S. operations include investments in rental properties,
community development and management services. The Puerto Rico operations
include investments in rental properties, investments in commercial
properties, community development, management services and homebuilding
through a joint venture.
The accounting policies of the segments are the same as those
described in the summary of significant accounting policies. The following
presents the segment information for the years ended December 31, 1998,
1997 and 1996 (in thousands):
United Puerto Inter-
States Rico Segment Total
------ ------ ------- -------
1998:
Total revenues $15,329 $16,686 $ (250) $ 31,765
Interest income 78 410 (250) 238
Interest expense 3,122 852 (250) 3,724
Depreciation and amortization 1,781 145 -- 1,926
Income taxes 707 582 -- 1,289
Income before income taxes and
minority interest 593 2,799 (224) 3,168
Net income (loss) (454) 1,860 (224) 1,182
Total assets 73,131 48,533 (3,498) 118,166
Additions to long lived assets 6,578 1,957 -- 8,535
1997:
Total revenues $17,664 $10,940 $ (475) $ 28,129
Interest income 167 944 (475) 636
Interest expense 3,098 1,197 (475) 3,820
Depreciation and amortization 1,706 144 -- 1,850
Income taxes -- 470 -- 470
Income before income taxes and
minority interest 850 1,768 (154) 2,464
Net income 549 999 (154) 1,394
Total assets 70,472 50,113 (5,463) 115,122
Additions to long lived assets 3,315 3,449 -- 6,764
1996:
Total revenues $17,216 $26,845 $ (427) $ 43,634
Interest income 197 998 (427) 768
Interest expense 3,374 1,486 (427) 4,433
Depreciation and amortization 1,580 146 -- 1,726
Income taxes -- 3,424 -- 3,424
Income before income taxes,
minority interest and
extraordinary item 1,580 16,137 (222) 17,495
Extraordinary item 932 -- -- 932
Net income 424 12,493 (222) 12,695
Total assets 69,633 54,400 (3,457) 120,576
Additions to long lived assets 3,215 7,443 -- 10,658
<PAGE>
(15) QUARTERLY SUMMARY (UNAUDITED)
ACPT's quarterly results are summarized as follows:
Year Ended December 31, 1998
----------------------------------------------
1st 2nd 3rd 4th Total for
Quarter Quarter Quarter Quarter Year
------- ------- ------- ------- ---------
(In thousands, except per share amounts)
Revenues $ 9,788 $ 9,921 $ 4,493 $ 7,563 $31,765
Income (loss) before
taxes and minority
interest 1,525 2,178 (580) (45) 3,168
Net income (loss) 1,001 1,800 (867) (752) 1,182
Basic earnings per share:
Net income (loss) .19 .35 (.17) (.14) .23
Year Ended December 31, 1997
----------------------------------------------
1st 2nd 3rd 4th Total for
Quarter Quarter Quarter Quarter Year
------- ------- ------- ------- ---------
(In thousands, except per share amounts)
Revenues $ 5,561 $ 7,641 $ 5,353 $9,574 $28,129
Income (loss) before
taxes and minority
interest 775 1,014 (171) 846 2,464
Net income (loss) 621 1,059 (784) 498 1,394
Basic earnings per share:
Net income (loss) .12 .20 (.15) .10 .27
(16) SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid and income taxes paid were as follows for the years
ended December 31 (in thousands):
1998 1997 1996
------ ------ ------
Interest paid $6,248 $5,583 $7,004
Income taxes paid $ -- $3,828 $ 371
Significant non-cash financing and investing activities included a
transaction in 1996 whereby ACPT received partnership interests from the
general partner of the Predecessor valued at $69,000 in satisfaction of
$69,000 of notes receivable.
<PAGE>
AMERICAN COMMUNITY PROPERTIES TRUST
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 1998
INITIAL AND SUBSEQUENT COSTS AND ENCUMBRANCES
(In thousands)
Bldgs. &
Improve- Subsequent
Description Encumbrances Land ments Costs
- - -------------------- ------------ -------- ----------- ----------
Bannister Apartments $ 3,550 $ 410 $ 4,180 $ 555
Garden Apartments
St. Charles, MD
Brookmont Apartments 2,262 162 2,677 342
Garden Apartments
St. Charles, MD
Brookside Gardens Apartments 873 156 2,487 45
Garden Shared Housing
St. Charles, MD
Crossland Apartments 2,085 350 2,697 262
Garden Apartments
St. Charles, MD
Essex Village Apts. 15,660 2,667 21,381 (4,760)
Garden Apartments
Richmond, VA
Fox Chase Apartments 6,440 745 7,014 182
Garden Apartments
St. Charles, MD
Headen Apartments 4,780 205 4,765 1,103
Garden Apartments
St. Charles, MD
Huntington Apartments 7,558 350 8,513 1,588
Garden Apartments
St. Charles, MD
Lakeside Apartments 2,239 440 3,649 80
Garden Apartments
St. Charles, MD
Lancaster Apartments 4,232 484 4,292 198
Garden Apartments
St. Charles, MD
New Forest Apartments 11,981 1,229 12,102 505
Garden Apartments
St. Charles, MD
<PAGE>
AMERICAN COMMUNITY PROPERTIES TRUST
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 1998
INITIAL AND SUBSEQUENT COSTS AND ENCUMBRANCES (continued)
(In thousands)
Bldgs. &
Improve- Subsequent
Description Encumbrances Land ments Costs
- - -------------------- ------------ -------- ----------- ----------
Palmer Apartments 4,116 471 4,788 499
Garden Apartments
St. Charles, MD
Terrace Apartments 4,851 497 5,377 575
Garden Apartments
St. Charles, MD
Alturas Del Senorial 3,426 345 4,185 137
Highrise Apts.
Rio Piedras, PR
Bayamon Gardens 9,220 1,153 12,050 457
Highrise/Garden Apts.
Bayamon, PR
Colinas De San Juan 8,204 900 10,742 452
Highrise Apts.
Carolina, PR
De Diego 6,242 601 6,718 237
Highrise Apts.
Rio Piedras, PR
Jardines De Caparra 4,821 546 5,719 1,107
Garden Apartments
Bayamon, PR
Monserrate I 2,946 543 10,436 591
Highrise Apts.
Carolina, PR
Monserrate II 10,708 731 11,172 436
Highrise Apts.
Carolina, PR
Monte De Oro 7,766 562 5,217 581
Highrise Apts.
Rio Piedras, PR
New Center 7,289 589 5,702 135
Highrise Apts.
San Juan, PR
<PAGE>
AMERICAN COMMUNITY PROPERTIES TRUST
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 1998
INITIAL AND SUBSEQUENT COSTS AND ENCUMBRANCES (continued)
(In thousands)
Bldgs. &
Improve- Subsequent
Description Encumbrances Land ments Costs
- - -------------------- ------------ -------- ----------- ----------
San Anton 2,801 313 3,525 804
Highrise Apts.
Carolina, PR
Santa Juana 6,944 509 6,748 253
Highrise Apts.
Caguas, PR
Torre De Las Cumbres 5,454 466 5,954 226
Highrise Apts.
Rio Piedras, PR
Valle Del Sol 10,872 992 14,017 286
Highrise Apts.
Bayamon, PR
Vistas Del Turabo 2,201 354 2,508 509
Highrise Apts.
Caguas, PR
----------- ---------- ----------- ---------
Total Properties $ 159,521 $ 16,770 $ 188,615 $ 7,385
=========== ========== =========== =========
<PAGE>
AMERICAN COMMUNITY PROPERTIES TRUST
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 1998
TOTAL CAPITALIZED COSTS AND ACCUMULATED DEPRECIATION
(In thousands)
Bldgs. & Accumulated
Description Land Improvements Total Depreciation
- - -------------------- ---- ------------ ----- ------------
Bannister Apartments $ 410 $ 4,735 $ 5,145 $ 3,863
Garden Apartments
St. Charles, MD
Brookmont Apartments 162 3,019 3,181 2,404
Garden Apartments
St. Charles, MD
Brookside Gardens Apartments 156 2,534 2,690 399
Garden Shared Housing
St. Charles, MD
Crossland Apartments 350 2,959 3,309 1,918
Garden Apartments
St. Charles, MD
Essex Village Apts. 2,667 16,621 19,288 14,954
Garden Apartments
Richmond, VA
Fox Chase Apartments 745 7,196 7,941 2,184
Garden Apartments
St. Charles, MD
Headen Apartments 205 5,868 6,073 4,222
Garden Apartments
St. Charles, MD
Huntington Apartments 350 10,101 10,451 5,276
Garden Apartments
St. Charles, MD
Lakeside Apartments 440 3,724 4,164 227
Garden Apartments
St. Charles, MD
Lancaster Apartments 484 4,490 4,974 1,643
Garden Apartments
St. Charles, MD
New Forest Apartments 1,229 12,607 13,836 3,437
Garden Apartments
St. Charles, MD
<PAGE>
AMERICAN COMMUNITY PROPERTIES TRUST
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 1998
TOTAL CAPITALIZED COSTS AND ACCUMULATED DEPRECIATION (continued)
(In thousands)
Bldgs. & Accumulated
Description Land Improvements Total Depreciation
- - -------------------- ---- ------------ ----- ------------
Palmer Apartments 471 5,287 5,758 4,242
Garden Apartments
St. Charles, MD
Terrace Apartments 497 5,952 6,449 4,738
Garden Apartments
St. Charles, MD
Alturas Del Senorial 345 4,322 4,667 2,150
Highrise Apts.
Rio Piedras, PR
Bayamon Gardens 1,153 12,507 13,660 5,629
Highrise/Garden Apts.
Bayamon, PR
Colinas De San Juan 900 11,194 12,094 5,099
Highrise Apts.
Carolina, PR
De Diego 601 6,955 7,556 3,338
Highrise Apts.
Rio Piedras, PR
Jardines De Caparra 546 6,826 7,372 3,311
Garden Apartments
Bayamon, PR
Monserrate I 543 11,027 11,570 5,473
Highrise Apts.
Carolina, PR
Monserrate II 731 11,608 12,339 5,558
Highrise Apts.
Carolina, PR
Monte De Oro 562 5,798 6,360 2,792
Highrise Apts.
Rio Piedras, PR
New Center 589 5,837 6,426 2,816
Highrise Apts.
San Juan, PR
<PAGE>
AMERICAN COMMUNITY PROPERTIES TRUST
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 1998
TOTAL CAPITALIZED COSTS AND ACCUMULATED DEPRECIATION (continued)
(In thousands)
Bldgs. & Accumulated
Description Land Improvements Total Depreciation
- - -------------------- ---- ------------ ----- ------------
San Anton 313 4,329 4,642 2,499
Highrise Apts.
Carolina, PR
Santa Juana 509 7,001 7,510 3,369
Highrise Apts.
Caguas, PR
Torre De Las Cumbres 466 6,180 6,646 2,990
Highrise Apts.
Rio Piedras, PR
Valle Del Sol 992 14,303 15,295 5,758
Highrise Apts.
Bayamon, PR
Vistas Del Turabo 354 3,017 3,371 1,221
Highrise Apts.
Caguas, PR
---------- ----------- ----------- ----------
Total Properties $ 16,770 $ 195,997 $ 212,767 $ 101,510
========== =========== =========== ==========
NOTE TO TOTAL CAPITALIZED COSTS:
THE AGGREGATE COST FOR FEDERAL INCOME TAX PURPOSES
FOR U.S. AND P.R. PROPERTIES IS $161,449
<PAGE>
AMERICAN COMMUNITY PROPERTIES TRUST
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 1998
DATE CONSTRUCTED OR ACQUIRED AND DEPRECIABLE LIVES
Date
Constructed
Description or Acquired Depreciable Life
- - -------------------- ----------- ------------------
Bannister Apartments 11/30/76 Bldg - 40 Yrs
Garden Apartments Constructed Bldg Equip - 5/7 Yrs
St. Charles, MD
Brookmont Apartments 5/18/79 Bldg - 40 Yrs
Garden Apartments Constructed Bldg Equip - 5/7 Yrs
St. Charles, MD
Brookside Gardens Apartments 11/10/94 Bldg - 40 Yrs
Garden Shared Housing Constructed Bldg Equip - 5/7 Yrs
St. Charles, MD
Crossland Apartments 1/13/78 Bldg - 40 Yrs
Garden Apartments Constructed Bldg Equip - 5/7 Yrs
St. Charles, MD
Essex Village Apts. 1/31/82 Bldg - 40 Yrs
Garden Apartments Constructed Bldg Equip - 5/7 Yrs
Richmond, VA
Fox Chase Apartments 3/31/87 Bldg - 40 Yrs
Garden Apartments Constructed Bldg Equip - 5/7 Yrs
St. Charles, MD
Headen Apartments 10/30/80 Bldg - 40 Yrs
Garden Apartments Constructed Bldg Equip - 5/7 Yrs
St. Charles, MD
Huntington Apartments 10/7/80 Bldg - 40 Yrs
Garden Apartments Constructed Bldg Equip - 5/7 Yrs
St. Charles, MD
Lakeside Apartments 7/1/96 Bldg - 40 Yrs
Garden Apartments Constructed Bldg Equip - 5/7 Yrs
St. Charles, MD
Lancaster Apartments 12/31/85 Bldg - 40 Yrs
Garden Apartments Constructed Bldg Equip - 5/7 Yrs
St. Charles, MD
New Forest Apartments 6/28/88 Bldg - 40 Yrs
Garden Apartments Constructed Bldg Equip - 5/7 Yrs
St. Charles, MD
<PAGE>
AMERICAN COMMUNITY PROPERTIES TRUST
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 1998
DATE CONSTRUCTED OR ACQUIRED AND DEPRECIABLE LIVES (continued)
Date
Constructed
Description or Acquired Depreciable Life
- - -------------------- ----------- ---------------------
Palmer Apartments 3/31/80 Bldg - 40 Yrs
Garden Apartments Constructed Bldg Equip - 5/7 Yrs
St. Charles, MD
Terrace Apartments 11/1/79 Bldg - 40 Yrs
Garden Apartments Constructed Bldg Equip - 5/7 Yrs
St. Charles, MD
Alturas Del Senorial 11/17/79 Bldg - 40 Yrs
Highrise Apts. Constructed Bldg Equip - 5/7 Yrs
Rio Piedras, PR
Bayamon Gardens 7/6/81 Bldg - 40 Yrs
Highrise/Garden Apts. Constructed Bldg Equip - 5/7 Yrs
Bayamon, PR
Colinas De San Juan 3/20/81 Bldg - 40 Yrs
Highrise Apts. Constructed Bldg Equip - 5/7 Yrs
Carolina, PR
De Diego 3/20/80 Bldg - 40 Yrs
Highrise Apts. Constructed Bldg Equip - 5/7 Yrs
Rio Piedras, PR
Jardines De Caparra 4/1/80 Bldg - 40 Yrs
Garden Apartments Constructed Bldg Equip - 5/7 Yrs
Bayamon, PR
Monserrate I 5/1/79 Bldg - 40 Yrs
Highrise Apts. Constructed Bldg Equip - 5/7 Yrs
Carolina, PR
Monserrate II 1/30/80 Bldg - 40 Yrs
Highrise Apts. Constructed Bldg Equip - 5/7 Yrs
Carolina, PR
Monte De Oro 12/1/77 Bldg - 40 Yrs
Highrise Apts. Constructed Bldg Equip - 5/7 Yrs
Rio Piedras, PR
New Center 3/15/78 Bldg - 40 Yrs
Highrise Apts. Constructed Bldg Equip - 5/7 Yrs
San Juan, PR
<PAGE>
AMERICAN COMMUNITY PROPERTIES TRUST
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 1998
DATE CONSTRUCTED OR ACQUIRED AND DEPRECIABLE LIVES (continued)
Date
Constructed
Description or Acquired Depreciable Life
- - -------------------- ----------- ------------------
San Anton 12/10/74 Bldg - 40 Yrs
Highrise Apts. Acquired Bldg Equip - 5/7 Yrs
Carolina, PR
Santa Juana 2/8/80 Bldg - 40 Yrs
Highrise Apts. Constructed Bldg Equip - 5/7 Yrs
Caguas, PR
Torre De Las Cumbres 12/6/79 Bldg - 40 Yrs
Highrise Apts. Constructed Bldg Equip - 5/7 Yrs
Rio Piedras, PR
Valle Del Sol 3/15/83 Bldg - 40 Yrs
Highrise Apts. Constructed Bldg Equip - 5/7 Yrs
Bayamon, PR
Vistas Del Turabo 12/30/83 Bldg - 40 Yrs
Highrise Apts. Acquired Bldg Equip - 5/7 Yrs
Caguas, PR
<PAGE>
AMERICAN COMMUNITY PROPERTIES TRUST
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 1998 AND 1997
(In thousands)
Real Estate at December 31, 1996 $ 211,399
===========
Additions for 1997:
Improvements 1,554
-----------
Deductions for 1997:
Dispositions (1,318)
-----------
Real Estate at December 31, 1997 $ 211,635
===========
Additions for 1998:
Improvements 1,670
-----------
Deductions for 1998:
Dispositions 538
-----------
Real Estate at December 31, 1998 $ 212,767
===========
<PAGE>
AMERICAN COMMUNITY PROPERTIES TRUST
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 1998 AND 1997
(In thousands)
Accumulated depreciation at December 31, 1996 $ 92,323
===========
Additions for 1997:
Depreciation expense 5,551
-----------
Deductions for 1997:
Dispositions (1,211)
-----------
Accumulated depreciation at December 31, 1997 $ 96,663
===========
Additions for 1998:
Depreciation expense 5,344
-----------
Deductions for 1998:
Dispositions 497
-----------
Accumulated depreciation at December 31, 1998 $ 101,510
===========
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
None.
PART III
Certain information required by Part III is omitted from the Report.
The Registrant will file a definitive proxy statement with the Securities
and Exchange Commission (the "Commission") pursuant to Regulation 14A (the
"Proxy Statement") not later than 120 days after the end of the fiscal year
covered by this Report, and certain information to be included therein is
incorporated herein by reference. Only those sections of the Proxy
Statement which specifically address the items set forth herein are
incorporated by reference. Such incorporation does not include the
Performance Graph included in the Proxy Statement.
ITEM 10. TRUSTEES AND EXECUTIVE OFFICERS
The information required by this Item is incorporated by reference to
the Company's Proxy Statement to be filed with the Commission for its
annual shareholders' meeting to be held in June 1999.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated by reference to
the Company's Proxy Statement to be filed with the Commission for its
annual shareholders' meeting to be held in June 1999.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is incorporated by reference to
the Company's Proxy Statement to be filed with the Commission for its
annual shareholders' meeting to be held in June 1999.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is incorporated by reference to
the Company's Proxy Statement to be filed with the Commission for its
annual shareholders' meeting to be held in June 1999.
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Financial Statements
The following financial statements of Interstate General Company
L.P. are contained herein:
Report of Independent Public Accountants
Consolidated Statements of Income for the years ended
December 31, 1998, 1997 and 1996
Consolidated Balance Sheets as of December 31, 1998 and 1997
Consolidated Statements of Changes in Partners' Capital for
the years ended December 31, 1998, 1997 and 1996
Consolidated Statements of Cash Flows for the years ended
December 31, 1998, 1997 and 1996
Notes to Consolidated Financial Statements for the years
ended December 31, 1998, 1997 and 1996
2. Financial Statement Schedules
The following financial statements schedules are contained
herein:
Report of Independent Public Accountants
Schedule III -- Real Estate and Accumulated Depreciation
3. Exhibits
Exhibits required by Securities and Exchange Commission Section 601
of Regulation S-K.
Exhibit
No. Description of Exhibit Reference
- - ------- ----------------------------------------- ------------------------
2 Form of Restructuring Agreement dated as Exhibit 2 to
of August 21, 1998 between the Company Registration
and Interstate General Company L.P. Statement on Form S-11
("IGC") No. 333-58835 of the
Company ("Form S-11")
3.1 Form of Restated Declaration of Trust of Exhibit 3.1 to Form S-11
the Company
3.2 Bylaws of the Company Exhibit 3.2 to Form S-11
4.1 Form of Common Share Certificate Exhibit 4.1 to Form S-11
10.1 Employment Agreement, dated August 25, Exhibit 10.1 to Form S-11
1998, between the Company and Edwin
L. Kelly
<PAGE>
10.2 Employment Agreement, dated August 25, Exhibit 10.2 to Form S-11
1998, between the Company and Francisco
Arrivi Cros
10.3 Employment Agreement, dated August 25, Exhibit 10.3 to Form S-11
1998, between the Company and Paul A.
Resnik
10.4 Form of Consulting Agreement, dated Exhibit 10.4 to Form S-11
August 24, 1998, between the Company
and James J. Wilson
10.5 Employees' Share Incentive Plan Exhibit 10.5 to Form S-11
10.6 Trustee's Share Incentive Plan Exhibit 10.6 to Form S-11
10.7 Housing Management Agreement, dated Exhibit 10.7 to Form S-11
May 12, 1994, between IGC and Capital
Park Associates
10.8 Housing Management Agreement, dated Exhibit 10.8 to Form S-11
January 1, 1987, between IGC and
Chastleton Apartments Associates
10.9 Housing Management Agreement, dated Exhibit 10.9 to Form S-11
September 30, 1983, between IGC and
G.L. Limited Partnership
10.10 Master Loan Agreement dated as of Exhibit 10.10 to Form 10-Q
August 1, 1997 by and among Interstate for the quarter ended
General Company L.P. and American June 30, 1998
Community Properties Trust, St. Charles
Community, LLC and Banc One Capital
Partners IV, Ltd.
10.11 First Amendment to Master Loan Agreement Exhibit 10.11 to Form 10-Q
between Interstate General Company L.P., for the quarter ended
American Community Properties Trust, St. June 30, 1998
Charles Community, LLC and Banc One
Capital Partners, IV, Ltd dated
September 30, 1997
10.12 First Modification to Credit Facility Exhibit 10.1 to Form 10-Q
and Second Amendment to Master Loan for the quarter ended
Agreement between Banc One Capital September 30, 1998
Partners IV, Ltd., Interstate General
Company L.P., American Community Properties
Trust, St. Charles Community, LLC,
James J. Wilson, J. Michael Wilson,
Edwin L. Kelly, American Rental Properties
Trust, American Rental Management
Company, American Land Development U.S.,
Inc., IGP Group Corp., and American Housing
Properties L.P. dated October 1, 1998
<PAGE>
10.13 Seventh Amendment to Second Amended and Exhibit 10.2 to Form 10-Q
Restated Certificate and Agreement of for the quarter ended
Limited Partnership of Interstate General September 30, 1998
Properties Limited Partnership S.E. dated
October 1, 1998
10.14 Consulting Agreement between St. Charles Filed herewith
Community, LLC and Thomas J. Shafer
dated January 1, 1998
21. List of Subsidiaries of American Filed herewith
Community Properties Trust
(b) Reports on Form 8-K
None
(c) Exhibits
See (a) 2, above.
(d) Financial Statement Schedules
See (a) 2, above.
<PAGE>
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
-----------------------------------
(Registrant)
Dated: March 31, 1999 By: /s/ J. Michael Wilson
----------------- -----------------------------
J. Michael Wilson
Chairman and Chief
Executive Officer
Dated: March 31, 1999 By: /s/ Cynthia L. Hedrick
----------------- -----------------------------
Cynthia L. Hedrick
Vice President and Controller
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
Signature Title Date
--------- ------------------------- ------
/s/ J. Michael Wilson March 31, 1999
- - ------------------------- Chairman, Chief Executive ---------------
J. Michael Wilson Officer and Trustee
/s/ Edwin L. Kelly March 31, 1999
- - ------------------------- President, Chief Operating ---------------
Edwin L. Kelly Officer and Trustee
/s/ Thomas B. Wilson March 31, 1999
- - ---------------------- Trustee ---------------
Thomas B. Wilson
/s/ Thomas J. Shafer March 31, 1999
- - ---------------------- Trustee ---------------
Thomas J. Shafer
/s/ Pedro Vazquez March 31, 1999
- - ---------------------- Trustee ---------------
Pedro Vazquez
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
- - ------- -------
10.14 Consulting Agreement between St. Charles Community, LLC and Thomas J.
Shafer dated January 1, 1998
21. List of Subsidiaries of American Community Properties Trust
27. Financial Data Schedule
<PAGE>
Exhibit 10.14
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement") is made and entered into this
1st day of January 1998, by and between ST. CHARLES COMMUNITY, LLC (the
"Company") and Thomas J. Shafer (the "Consultant").
WHEREAS, Thomas J. Shafer has been associated with St. Charles as a
consulting engineer since 1965 and the Company believes it is essential to
retain his involvement with the St. Charles Planned Community, the Company
wishes to secure his services as a Consultant, and the Consultant wishes to
provide such services, in accordance with the terms and subject to the
conditions provided herein;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties agree to be bound by the following terms and
conditions:
I. POSITION
The Company hereby engages the Consultant, and the Consultant hereby
agrees to provide engineering and consulting services including but not
limited to assistance in environmental matters, advice on property
transfers, liaison with Charles County, participation in the Planning
Development Review Board and general consultation on development issue.
II. COMPENSATION
The Consultant will be paid $2,500 per month for these services,
payable semi-monthly.
III. TERM
The term of this Agreement shall commence on the date hereof, and
shall continue for one year, renewable each year for an additional term of
one year.
The Company or the Consultant may terminate this agreement at any time
by giving thirty (30) days written notice delivered by hand or facsimile
transmission or when mailed by United States registered or certified mail,
return receipt requested, addressed as follows:
If to the Company:
St. Charles Community, LLC
222 Smallwood Village Center
St. Charles, Maryland 20602
Attention: Edwin L. Kelly
If to the Consultant:
Thomas J. Shafer
2928 Normandy Drive
Ellicott City, MD 21043
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first set forth above.
WITNESS ST. CHARLES COMMUNITY, LLC
/s/ Richard E. Barnas /s/ Edwin L. Kelly
- - ------------------------ --------------------------------
Its: Chairman
Date: February 2, 1999
/s/ Robert D. Britt /s/ Thomas J. Shafer
- - ----------------------- --------------------------------
Date: February 2, 1999
<PAGE>
EXHIBIT 21
AMERICAN COMMUNITY PROPERTIES TRUST
CONSOLIDATED ENTITIES AND
SUBSIDIARIES OF THE REGISTRANT
DECEMBER 31, 1998
At December 31, 1998, the financial statements of the following entities were
consolidated with those of the Registrant in the Consolidated Financial
Statements incorporated herein:
American Community Properties Trust, a Maryland business trust
American Housing Management Company, a Delaware corporation
American Housing Properties L.P., a Delaware limited partnership
American Land Development U.S., Inc., a Maryland corporation
American Rental Management Company, a Delaware corporation
American Rental Properties Trust, a Maryland real estate investment trust
Fox Chase Apartments General Partnership, a Maryland general
partnership
Headen House Associates Limited Partnership, a Maryland limited
partnership
IGP Group Corp., a Puerto Rico corporation
Interstate General Properties Limited Partnership S.E., a Maryland
limited partnership
Lancaster Apartments Limited Partnership, a Maryland limited
partnership
Land Development Associates S.E., a Puerto Rico partnership
New Forest Apartments General Partnership, a Maryland general
partnership
Palmer Apartments Associates Limited Partnership, a Maryland limited
partnership
St. Charles Community, LLC, a Delaware limited liability company
Wakefield Terrace Associates Limited Partnership, a Maryland limited
partnership
Wakefield Third Age Associates Limited Partnership, a Maryland
limited partnership
<PAGE>
At December 31, 1998, the Registrant and its consolidated entities had the
following significant unconsolidated subsidiaries:
Alturas del Senorial Associates Limited Partnership, a Maryland
limited partnership
Bannister Associates Limited Partnership, a Maryland limited
partnership
Bayamon Gardens Associates Limited Partnership, a Maryland limited
partnership
Brookside Gardens Limited Partnership, a Maryland limited partnership
Carolina Associates Limited Partnership, a Maryland limited
partnership
Chastleton Apartments Associates, a District of Columbia limited
partnership
Coachman's Limited Partnership, a Maryland limited partnership
Colinas de San Juan Associates Limited Partnership, a Maryland
limited partnership
Crossland Associates Limited Partnership, a Maryland limited
partnership
ELI S.E., a Puerto Rico special partnership
Escorial Builders S.E., a Puerto Rico special partnership
Essex Apartments Associates, a Virginia limited partnership
Huntington Associates Limited Partnership, a Maryland limited
partnership
Jardines de Camparra Associates Limited Partnership, a Maryland
limited partnership
Lakeside Apartments Limited Partnership, a Maryland limited
partnership
Maryland Cable Limited Partnership, a Maryland limited partnership
Monserrate Associates Limited Partnership, a Maryland limited
partnership
Monte de Oro Associates, a Maryland limited partnership
New Center Associates Limited Partnership, a Maryland limited
partnership
San Anton Associates, a Massachusetts limited partnership
Turabo Limited Dividend Partnership, a Massachusetts limited
partnership
Valle del Sol Limited Partnership, a Maryland limited partnership
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 4,070<F1>
<SECURITIES> 0
<RECEIVABLES> 7,847
<ALLOWANCES> (204)
<INVENTORY> 53,447
<CURRENT-ASSETS> 0
<PP&E> 2,219
<DEPRECIATION> 1,753
<TOTAL-ASSETS> 118,166
<CURRENT-LIABILITIES> 0
<BONDS> 83,632
0
0
<COMMON> 0
<OTHER-SE> 16,733
<TOTAL-LIABILITY-AND-EQUITY> 118,166
<SALES> 16,670
<TOTAL-REVENUES> 31,765
<CGS> 11,106
<TOTAL-COSTS> 14,744
<OTHER-EXPENSES> 10,008
<LOSS-PROVISION> 121
<INTEREST-EXPENSE> 3,724
<INCOME-PRETAX> 2,471
<INCOME-TAX> 1,289
<INCOME-CONTINUING> 1,182
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,182
<EPS-PRIMARY> .23
<EPS-DILUTED> .23
<FN>
<F1>Balance includes $1,167 of restricted cash.
</FN>
</TABLE>
