SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-Q
Quarterly Report Under Section 13 or 15 (d)
of the Securities Exchange Act of 1934.
_______________________________________________
For the Quarterly Period Ended September 30, 2000.
Commission file number 2-84474
APT Housing Partners Limited Partnership
(Exact name of registrant as specified in its charter)
Massachusetts 04-2791736
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
500 West Cummings Park, Suite 6050, Woburn, Massachusetts 01801
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (781) 935-4200
N/A
Former name, former address and former fiscal year, if change
since last report
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the
Securities and Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No______________
This document contains 14 pages.
PART I
ITEM 1. FINANCIAL STATEMENTS
APT HOUSING PARTNERS LIMITED PARTNERSHIP
BALANCE SHEETS
ASSETS
September 30, December 31,
2000 1999
(Unaudited) (audited)
Investment in Local Limited Partnerships $ -0- $ -0-
Cash and Cash Equivalents 269,107 203,385
Total Assets $ 269,107 $ 203,385
LIABILITIES AND PARTNERS' CAPITAL (DEFICIENCY)
Liabilities:
Accrued Expenses -
Affiliate $ 18,700 $ 7,780
Professional Fees 11,500 8,500
Total Liabilities 30,200 16,280
Commitments and Contingencies
Partners' Capital (Deficit):
General Partners ( 34,547) ( 35,583)
Limited Partners,
3,700 partnership units
authorized, issued
and outstanding 273,454 222,688
Total Partners'
Capital (Deficit) 238,907 187,105
Total Liabilities and Partners'
Capital (Deficiency) $ 269,107 $ 203,385
See accompanying notes to financial statements.
PART I
ITEM 1. FINANCIAL STATEMENTS (Continued)
APT HOUSING PARTNERS LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
(Unaudited)
Nine Months Ended Three Months Ended
September 30, September 30,
2000 1999 2000 1999
Interest Income $ 7,707 $ 4,340 $ 2,883 $ 1,408
Operating Expenses:
Management fees
- affiliate 28,050 28,050 9,350 9,350
Administrative 15,758 1,797 5,079 -
Total Operating
Expenses 43,808 29,847 14,429 9,350
Loss Before Share of Losses of
and Distributions from Local
Limited Partnerships (36,101) (25,507) (11,546) ( 7,942)
Distribution from Local Limited
Partnerships 87,903 87,903 - -
Share of Losses of Local Limited
Partnerships - - - -
Net Income (Loss) $51,802 $62,396 ($11,546) ($ 7,942)
Limited Partners' Interest in
Net Income (Loss) $50,766 $61,148 ($11,315) ($ 7,783)
Weighted Average Number of Outstanding
Limited Partnership
Units 3,700 3,700 3,700 3,700
Net Income (Loss) Per
Limited Partnership
Unit $ 13.72 $ 16.53 ($ 3.06) ($ 2.10)
See accompanying notes to financial statements.
PART I
ITEM 1. FINANCIAL STATEMENTS (Continued)
APT HOUSING PARTNERS LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
September 30,
2000 1999
Cash Flows From Operating Activities:
Net Income (Loss) $ 51,802 $ 62,396
Adjustments to reconcile net income (loss)
to net cash provided by (used by)
operating activities:
Change in operating assets and liabilities:
Increase (decrease) in accrued
expenses 13,920 ( 7,751)
Net Cash provided by (used by)
operating activities: 65,722 54,645
Cash Flows From Financing Activities:
Distributions to limited partners - -
Distributions to general partner - -
Net cash used in financing activities - -
Net Increase (Decrease) in cash and
cash equivalents 65,722 54,645
Cash and Cash Equivalents,
Beginning of Period 203,385 155,218
Cash and Cash Equivalents,
End of Period $ 269,107 $ 209,863
See accompanying notes to financial statements
APT HOUSING PARTNERS LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization:
APT Housing Partners Limited Partnership (the Partnership),
organized as a Massachusetts Limited Partnership on June 8, 1983
was formed to invest in other Local Limited Partnerships ("the
Local Limited Partnerships") which own and operate existing
residential rental housing developments that are financed or
operated with assistance from Federal, State and/or local
governmental agencies. The Partnership has limited
partnership interests in two Local Limited Partnerships, with
a total of 156 residential apartment units, located
within the Commonwealth of Massachusetts.
The general partner of the Partnership is APT Asset Management,
Inc. The Partnership Agreement, as amended, authorized the
issuance of 3,700 limited partnership units, all of which were
issued and are outstanding.
Financial Statements:
The accompanying balance sheet as of September 30, 2000, the
statements of operations for the nine-month and three-month
periods ended September 30, 2000 and September 30, 1999, and
the statements of cash flows for the nine-month periods then
ended have been prepared by the Partnership without audit. In
the opinion of management, all adjustments (which include only
normal recurring adjustments) necessary to present fairly the
financial position, results of operations, and cash flows for
the interim periods have been made.
The accompanying balance sheet as of December 31, 1999 has been
taken from the audited financial statements at that date.
The results of operations for the nine-month and three-month
periods ended September 30, 2000 and 1999 are not necessarily
indicative of operating results for a full year.
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 reported amounts
of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those
estimates.
APT HOUSING PARTNERS LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
Investment in Local Limited Partnerships:
The Partnership accounts for its investments in the Local Limited
Partnerships by the equity method. Accordingly, the investments
are carried at cost, adjusted for the Partnership's proportionate
share of earnings or losses. The Partnership's share of losses
on an investment is recognized only to the extent of the
investment. Distributions received are reflected as reductions
of the investments. Once an investment balance has been reduced
to zero, subsequent distributions received by the Partnership are
recognized as income.
Income taxes:
Federal and state income taxes are not included in the
accompanying financial statements because these taxes,
if any, are the responsibility of the individual Partners.
Statement of cash flows:
For the purposes of the statement of cash flows, the Partnership
considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents. Cash
equivalents consist of money market funds and a U.S. Government
Agency security at September 30, 2000.
Net income per limited partnership unit:
Net income per limited partnership unit is computed by dividing
net income available to limited partnership units by the weighted
average number of outstanding limited partnership units during
the period.
2. ALLOCATION OF BENEFITS
In accordance with the Partnership Agreement, income, losses,
credits and distributions are allocated 2% to the General
Partner and 98% to the Limited Partners.
3. INVESTMENT IN LOCAL LIMITED PARTNERSHIPS
The Partnership has investments in two Local Limited Partnerships,
Ashland Commons Associates ("Ashland") and Rockledge Apartments
Associates ("Rockledge"). The Partnership's investments consist
of $1,143,695 for a 95.5% limited partnership interest in Ashland
which owns an apartment complex of 96 units located in Ashland,
Massachusetts and $543,900 for a 97% limited partnership interest
in Rockledge which owns an apartment complex of 60 units located
in Wakefield, Massachusetts.
APT HOUSING PARTNERS LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
The Local Limited Partnerships receive governmental assistance
under programs which restrict the payment of annual cash
distributions to the owners to specified maximum distributable
amounts and to available surplus cash, as defined in the
applicable Regulatory Agreement between the governmental agency
and the Local Limited Partnership. Undistributed amounts are
cumulative and may be distributed in subsequent years if
there is available surplus cash. Based upon the Partnership's
ownership interest in each of the Local Limited Partnerships,
the maximum annual distributable amounts that can be made to the
Partnership from Ashland and Rockledge are $87,903 and $9,552,
respectively.
For the nine-month periods ended September 30, 2000 and 1999, the
aggregate share of losses of the Local Limited Partnerships
attributable to the Partnership amounted to $112,656 and
$192,014, respectively. For the three-months ended September 30,
2000 and 1999, the aggregate share of losses of the Local Limited
Partnerships attributable to the Partnership amounted to $44,645
and $96,691, respectively. The Partnership's cumulative share of
losses of the Local Limited Partnerships exceeded its investments
by $957,256 at September 30, 2000 and $844,600 at December 31,
1999. Accordingly, the investments have been reduced to zero
and have not been reflected in the accompanying financial
statements, and the Partnership has discontinued the application
of the equity method. The Partnership will resume applying the
equity method only after its allocable share of the net income of
the Local Limited Partnerships equals the share of net losses
not previously recognized during the period the equity method
was suspended.
Summarized balance sheet information on a combined basis for the
Local Limited Partnerships as of September 30, 2000 and
December 31, 1999 was as follows:
September 30, 2000 December 31, 1999
(Unaudited) (audited)
Rental property $ 7,597,934 $ 7,597,934
Accumulated depreciation ( 4,771,765) ( 4,572,123)
Cash and cash equivalents 353,373 348,807
Restricted assets and deposits 582,787 626,810
Other assets 105,267 107,788
Total assets 3,867,596 4,109,216
Mortgage loans payable 5,782,961 5,830,851
Other liabilities 189,224 173,623
Total liabilities 5,972,185 6,004,474
Partners' capital (deficiency) ($ 2,104,589) ($ 1,895,258)
Composition of partners' capital (deficiency):
General partners ($ 138,138) ($ 129,366)
Limited partners ( 1,966,451) ( 1,765,892)
Partners' capital
(deficiency) ($ 2,104,589) ($ 1,895,258)
APT HOUSING PARTNERS LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
Summarized unaudited income statement information on a combined
basis for the Local Limited Partnerships for the nine-month and
three-month periods ended September 30, 2000 and 1999 were as
follows:
Nine Months Ended Three Months Ended
September 30, September 30,
2000 1999 2000 1999
Revenues $1,312,307 $1,284,499 $ 441,144 $ 432,200
Net Income(loss) ( 117,286) ($ 200,897) ($ 46,775) ($ 101,295)
4. CASH AND CASH EQUIVALENTS
The Partnership maintains cash and cash equivalent balances in a
financial institution located in the Commonwealth of Massachusetts.
Accounts in the institution are insured by the Federal Deposit
Insurance Corporation (FDIC) up to $100,000. At September 30,
2000, partnership cash and cash equivalent balances were fully
insured. At December 31, 1999, the Partnership's uninsured cash
and cash equivalent balances totaled $97,970. At September 30,
2000, cash and cash equivalents include a three month Government
Agency security which is backed by the full faith and credit of
the U.S. Government.
5. TRANSACTIONS WITH RELATED PARTIES
American Securities Team, Inc., an affiliate of the General
Partner of the Partnership, receives an annual program
management fee. This fee is for managing the affairs of the
Partnership and for providing investor services to the Limited
Partners. The fee is equal to .5% of invested assets plus the
Local Limited Partnerships' annualized outstanding nonrecourse
mortgage debt. Program management fees charged to operations for
each of the nine-month and three-month periods ended September 30,
2000 and 1999 amounted to $28,050 and $9,350, respectively. The
Partnership has liabilities to the affiliate of $18,700 and
$7,780 at September 30, 2000 and December 31, 1999, respectively.
6. FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair values of the Partnership's financial instruments have
been determined at a specific point in time, based on relevant
market information and information about the financial instrument.
Estimates of fair value are subjective in nature and involve
uncertainties and matters of significant judgment and therefore
cannot be determined with precision. Changes in assumptions
could affect the estimates.
The carrying amounts of cash and cash equivalents and accrued
expenses at September 30, 2000 and December 31, 1999 approximate
their fair values because of the short-term maturity of these
instruments.
PART I
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS:
Liquidity and Capital Resources
The Partnership's primary source of funds were the proceeds of
its public offering. Other sources of liquidity include interest
earned on funds and cash distributions from operations of the
Local Limited Partnerships in which the Partnership has invested.
These sources of liquidity are available to meet obligations of
the Partnership.
The Partnership received $3,700,000 in gross proceeds from the
sale of partnership interests pursuant to the public offering,
resulting in net proceeds available for investment, after volume
discounts, establishment of working capital reserves, payment of
sales commissions, acquisition fees and offering expenses, of
$3,071,000.
As of September 30, 2000, the Partnership has invested all of the
net proceeds available for investment.
The Partnership's commitment to investments requiring initial
capital contributions has been paid. The Partnership has
no other significant capital commitments.
HUD recently released the American Community Partnerships Act
(the "ACPA"). The ACPA is HUD's blueprint for providing for the
nation's housing needs in an era of static or decreasing budget
authority. Two key proposals in the ACPA that could affect the
Local Limited Partnerships are: A discontinuation of project
based Section 8 Subsidy payments and an attendant reduction in
debt on properties that were supported by the Section 8 payments.
The ACPA calls for a transition during which the project based
Section 8 would be converted to a tenant based voucher system.
Any FHA insured debt would then be "marked-to-market", that is
revalued in light of the reduced income stream, if any. The
impact of ACPA, if enacted in its present form, is not presently
determinable.
However, the legislature has issued regulations that allow for a
Local Limited Partnership to elect to be marked to market with a
restructuring of its existing debt. In addition, marked to
market may also be accomplished without restructuring the debt.
The legislature also has provided a Local Limited Partnership the
option to "mark-up to market"; that is, upon expiration of its
Section 8 subsidy contract, and if current market rents exceed
contract rents, then the Local Limited Partnership may elect to
contract with HUD at the higher rents for a period of five years
as an incentive to maintain affordable housing.
Several industry sources have already commented to HUD and
Congress that in the event the ACPA were fully enacted in its
present form, the reduction in mortgage indebtedness would be
considered taxable income to limited partners in
the Partnership. Legislative relief has been proposed to exempt
"mark-to-market" debt from cancellation of indebtedness income
treatment.
PART I
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (Continued):
Cash distributions received from a Local Limited Partnership
amounted to $87,903 and $87,903 during the period ended September
30, 2000 and 1999, respectively. These distributions are used to
meet the Partnership's obligations. The Partnership has invested
in Local Limited Partnerships owning housing developments which
receive governmental assistance under programs which restrict the
cash return available to the housing development owners. The
Partnership believes that it will continue to receive cash
distributions from a Local Limited Partnership in an amount
sufficient to meet its operating expenses. However, there can
be no assurance that cash distributions received will be
adequate to allow the Partnership to make any further cash
distributions to its partners.
Management is not aware of any trends or events, commitments or
uncertainties that will impact liquidity in a material way.
Management believes the only impact would be for laws that have
not yet been adopted.
Results of Operations
The Partnership was formed to provide various benefits to its
Limited Partners. It is anticipated that the Local Limited
Partnerships in which the Partnership has invested will primarily
produce tax losses of approximately $17,000 per $5,000 investment
in approximately 14 to 17 full years of Partnership operations,
with approximately $11,000 of such tax losses occurring during
the first 5 years of Partnership operations (assuming the
applicability of current laws, regulations and court decisions).
The benefits received in the form of tax savings may be reduced
due to the enactment of the Tax Reform Act of 1986, depending on
the individual circumstances of each Limited Partner. There can
be no assurance that the Partnership will be able to attain its
investment objectives. The Partnership will not seek to sell
its interest in any housing development or Local Limited
Partnership until proceeds of such sale would supply sufficient
cash to enable its Limited Partners to pay applicable taxes.
Proceeds of such sales will not be reinvested. It is not
expected that any of the Local Limited Partnerships in which the
Partnership has invested will generate cash flow sufficient to
provide for distributions to Limited Partners in any material
amount.
Except for the operating balance of cash, the Partnership's
assets consist primarily of limited partnership interests in
Local Limited Partnerships owning government-assisted housing
developments. The Partnership accounts for its investments in
the Local Limited Partnerships using the equity method of
accounting. Under the equity method of accounting, the
investment cost is subsequently adjusted for the Partnership's
share of each Local Limited Partnership's results of operations
and cash distributions. The Partnership's share in the loss of
each Local Limited Partnership is not recognized to the extent
that the investment balance would become negative. For the
nine-month periods ended September 30, 2000 and 1999, the
aggregate share of losses of the Local Limited Partnerships
attributable to the Partnership amounted to $112,656 and
$192,014, respectively. For the three-months ended September
30, 2000 and 1999, the aggregate share of losses of the Local
Limited Partnerships attributable to the Partnership and not
included in the statements of income amounted to $44,645 and
$96,691, respectively. The Partnership's cumulative share of
losses of the Local Limited Partnerships exceed its investments,
and, accordingly, its share of losses of the Local Limited
Partnerships have not been reflected in the financial statements
in accordance with the equity method of accounting because the
investment balances have been reduced to zero.
PART I
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (Continued):
The Partnership's net income for the nine-month periods ended
September 30, 2000 and 1999 was due primarily to the receipt of
a cash distribution from its investment in a Local Limited
Partnership.
The Partnership incurs an annual program management fee payable
to American Securities Team, Inc. ("AST"), an affiliate of the
General Partner, for managing the affairs of the Partnership and
for providing investor services to the Limited Partners. The
fee to AST is equal to .5% of invested assets plus the Local
Limited Partnerships' annualized outstanding nonrecourse debt.
The fee amounted to $9,350 per quarter for the periods ended
September 30, 2000 and 1999.
Administrative expenses consist of professional fees.
Other
The Partnership's investment as a Limited Partner in the
Local Limited Partnerships is subject to the risks incident to
the potential losses arising from management and ownership of
improved real estate. The Partnership's investments also could
be adversely affected by poor economic conditions, generally,
which could increase vacancy levels, increase rental payments
defaults, or increase operating expenses. Any or all of these
circumstances could threaten the financial viability of one or
both of the local Limited Partnerships.
There are also substantial risks associated with the operations
of Apartment Complexes receiving governmental assistance. These
include: governmental regulations concerning tenant eligibility
which may make it more difficult to rent apartments in the
complexes; difficulties in obtaining government approval for rent
increases; limitations on the percentage of income which low and
moderate income tenants may pay as rent; the possibility that
Congress may not appropriate funds to enable the U.S. Department
of Housing and Urban Development to make the rental assistance
payments it has contracted to make; and that when the rental
assistance contracts expire, there may not be market demand for
apartments at full market rents in a Local Limited Partnership's
Apartment Complex.
The Partnership has evaluated the potential impact of the
situation commonly referred to as the "Year 2000 Problem". The
Year 2000 Problem, which is common to most companies, concerns
the inability of information systems, primarily computer software
programs, to properly recognize and process date sensitive
information related to the year 2000. Year 2000 problems may not
surface until after January 1, 2000. Management does not expect
the Partnership to incur any significant expenses related to
this issue.
PART I
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
The Partnership maintains cash and cash equivalents in a
financial institution which is insured by the Federal Deposit
Insurance Corporation (FDIC) up to $100,000. The Partnership
also has a three month Government Agency security which is
backed by the full faith and credit of the U.S. Government.
The Partnership does not believe these financial instruments are
subject to significant market risk.
PART II
OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K
a. Articles of Incorporation and By-laws: The Registrant is
not incorporated. The Partnership Agreement was filed
with the Registrant's Registration Statement on Form S-11
(#2-84474) and is incorporated herein by reference.
Purchase and Sale Agreement, dated as of March 30, 1984,
relating to Ashland Commons Associates filed with
Registrant's Form 8-K dated March 30, 1984 and is
incorporated herein by reference.
Purchase and Sale Agreement, dated as of April 30, 1984,
relating to Historic Cohoes, II filed with Registrant's
Form 8-K dated April 30, 1984 and is incorporated herein
by reference.
Purchase and Sale Agreement, dated as of June 22, 1984,
relating to Rockledge Apartments Associates filed
with Registrant's Form 8-K dated June 22, 1984 and is
incorporated herein by reference.
Withdrawal of APT Housing Partners Limited Partnership
as a Limited Partner in a Local Limited Partnership,
dated as of December 18, 1986, relating to Historic
Cohoes II, filed with Registrant's Form 8-K
dated March 30, 1987 and is incorporated herein by
reference.
Financial data schedule (included herewith on page 13).
b. No reports on Form 8-K have been filed for the quarter
ended September 30, 2000.
APT HOUSING PARTNERS LIMITED PARTNERSHIP
FINANCIAL DATA SCHEDULE
This schedule contains summary financial information extracted
from the balance sheet as of September 30, 2000 and statement of
income for the nine months ended September 30, 2000 and is
qualified in its entirety by reference to such financial
statements.
Nine-Months End
Item Number Item Description September 30, 2000
5-02(1) Cash and cash items $269,107
5-02(2) Marketable securities -0-
5-02(3)(a)(1) Notes and accounts receivable-trade -0-
5-02(4) Allowance for doubtful accounts -0-
5-02(6) Inventory -0-
5-02(9) Total current assets 269,107
5-02(13) Property, plant and equipment -0-
5-02(14) Accumulated depreciation -0-
5-02(18) Total assets 269,107
5-02(21) Total current liabilities 30,200
5-02(22) Bonds, mortgages and similar debt -0-
5-02(28) Preferred stock-mandatory redemption -0-
5-02(29) Preferred stock-no mandatory redemption -0-
5-02(30) Common stock -0-
5-02(31) Other stockholders' equity 238,907
5-02(32) Total liabilities and
stockholders' equity 269,107
Nine-Months End
Item Number Item Description September 30, 2000
5-03(b)1(a) Net sales of tangible products $-0-
5-03(b)1 Total revenues 95,610
5-03(b)2(a) Cost tangible goods sold -0-
5-03(b)2 Total costs and expenses applicable to sales
and revenues -0-
5-03(b)3 Other costs and expenses 43,808
5-03(b)5 Provision for doubtful accounts and
notes -0-
5-03(b)(8) Interest and amortization of debt
discount -0-
5-03(b)(10) Income/(loss) before taxes and other
items 51,802
5-03(b)(11) Income tax expense -0-
5-03(b)(14) Income/(loss) continuing operations 51,802
5-03(b)(15) Discontinued operations -0-
5-03(b)(17) Extraordinary items -0-
5-03(b)(18) Cumulative effect-changes in accounting
principles -0-
5-03(b)(19) Net income or (loss) 51,802
5-03(b)(20) Earnings (loss) per share-primary 13.72
5-03(b)(20) Earnings (loss) per share-fully diluted 13.72
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
APT HOUSING PARTNERS LIMITED PARTNERSHIP
By: APT Asset Management, Inc.
General Partner
Date:_____________________ _________________________________
Jeff Ewing, President
