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 Three Months Ended March 31, 2000 commission file number 2-84474
APT Housing Partners Limited Partnership
(Exact name of registrant as specified in its charter)
Massachusett 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.
<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS
APT HOUSING PARTNERS LIMITED PARTNERSHIP
BALANCE SHEETS
ASSETS
March 31, December 31,
2000 1999
(unaudited) (audited)
Investment in Local Limited Partnerships $ -0- $ -0-
Cash and Cash Equivalents 205,687 203,385
Total Assets $ 205,687 $ 203,385
LIABILITIES AND PARTNERS' CAPITAL (DEFICIENCY)
Liabilities:
Accrued Expenses -
Affiliate $ 17,130 $ 7,780
Professional Fees 13,500 8,500
Total Liabilities 30,630 16,280
Commitments and Contingencies
Partner's Capital (Deficit):
General Partners ( 35,824) ( 35,583)
Limited Partners, 3,700 partnership units
authorized, issued and outstanding 210,881 222,688
Total Partners' Capital (Deficit) 175,057 187,105
Total Liabilities and
Partners' Capital (Deficiency) $205,687 $203,385
See accompanying notes to financial statements
<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS (Continued)
APT HOUSING PARTNERS LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Three Months
Ended Ended
March 31, 2000 March 31, 1999
Interest Income $ 2,302 $ 1,400
Operating Expenses:
Management fees - affiliate 9,350 9,350
Administrative 5,000 -0-
Total Operating Expenses 14,350 9,350
Loss Before Share of Losses of
and Distributions from Local
Limited Partnerships (12,048) ( 7,950)
Distribution from Local Limited Partnership - -
Share of Losses of Local Limited Partnerships - -
Net Income (Loss) ($12,048) ($7,950)
Limited Partners' Interest in
Net Income (Loss) ($11,807) ($ 7,791)
Weighted Average Number of Outstanding
Limited Partnership Units 3,700 3,700
Net Income (Loss) Per
Limited Partnership Unit ($ 3.19) ($ 2.11)
See accompanying notes to financial statements
<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS (Continued)
APT HOUSING PARTNERS LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended
March 31,
2000 1999
Cash Flows From Operating Activities:
Net Income (Loss) ($12,048) ($ 7,950)
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 14,350 749
Net Cash provided by (used by) operating activities: 2,302 ( 7,201)
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 2,302 ( 7,201)
Cash and Cash Equivalents, Beginning of Period 203,385 155,218
Cash and Cash Equivalents, End of Period $205,687 $148,017
See accompanying notes to financial statements
<PAGE>
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 March 31, 2000, the statements of
operations for the three-month periods ended March 31, 2000 and
March 31, 1999, and the statements of cash flows for the three-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) necesssary 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 periods ended March 31, 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.
<PAGE>
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 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 a U.S. Government
Agency security at March 31, 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.
<PAGE>
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 quarters ended March 31, 2000 and 1999, the aggregate share of losses
of the Local Limited Partnerships attributable to the Partnership amounted
to $33,484 and $49,666, respectively. The Partnership's cumulative share of
losses of the Local Limited Partnerships exceeded its investments
by $878,084 at March 31, 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 March 31, 2000 and December 31, 1999 was as
follows:
March 31, 2000 December 31, 1999
(unaudited) (audited)
Rental property $7,597,934 $7,597,934
Accumulated depreciation ( 4,638,670) ( 4,572,123)
Cash and cash equivalents 443,611 348,807
Restricted assets and deposits 524,054 626,810
Other assets 126,415 107,788
Total assets 4,053,344 4,109,216
Mortgage loans payable 5,815,475 5,830,851
Other liabilities 167,826 173,623
Total liabilities 5,983,301 6,004,474
Partners' capital(deficiency)($1,929,957) ($1,895,258)
Composition of partners' capital (deficiency)
General partners ($ 130,581) ($ 129,366)
Limited partners ( 1,799,376) ( 1,765,892)
Partners' capital
(deficiency) ($ 1,929,957) ($1,895,258)
<PAGE>
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 quarters ended March 31, 2000 and 1999
was as follows:
March 31, 2000 March 31,1999
Revenues $ 431,429 $ 421,903
Net income (loss) ($ 34,699) ($ 51,741)
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 December 31, 1999, the Partnership's uninsured
cash and cash equivalent balances totaled $97,970. At March 31, 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 and the
remainder of the Partnership's cash and cash equivalents were fully
insured.
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 the quarters ended
March 31, 2000 and 1999 amounted to $9,350 and $9,350, respectively. The
Partnership has liabilities to the affiliate of $17,130 and $7,780 at
March 31, 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
March 31, 2000 and December 31, 1999 approximate their fair values because of
the short-term maturity of these instruments.
<PAGE>
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 March 31, 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.
<PAGE>
PART I
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued):
No cash distributions were received from the Local Limited Partnerships
during the quarters ended March 31, 2000 and 1999. However, distributions
of $87,903 have been received from one of the Local Limited
Partnerships in each of the three years in the period ended December 31,
1999. 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 quarters ended March 31, 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 $33,484 and $49,666,
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.
<PAGE>
PART I
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued):
The Partnership's net losses for the quarters ended March 31, 2000 and 1999
were due primarily to the accrual of first quarter program management fees.
The distribution received from a Local Limited Partnership in calendar 1999
(for 1998) was not approved by the governmental agency regulating the Local
Limited Partnership as of March 31, 1999, and, accordingly was not received
until a subsequent quarter in the year. A distribution for 1999 to be
received in 2000 has not been approved as of March 31, 2000 by the
governmental regulatory agency. Management believes that a distribution
will be approved.
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 for the quarters ended March 31, 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.
<PAGE>
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 March 31, 2000.
<PAGE>
APT HOUSING PARTNERS LIMITED PARTNERSHIP
FINANCIAL DATA SCHEDULE
This schedule contains summary financial information extracted from the
balance sheet as of March 31, 2000 and statement of income for the three
months ended March 31, 2000 and is qualifaied in its entirety by
reference to such financial statements.
Quarter Ended
Item Number Item Description March 31, 2000
5-02(1) Cash and cash items $ 205,687
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 205,687
5-02(13) Property, plant and equipment -0-
5-02(14) Accumulated depreciation -0-
5-02(18) Total assets 205,687
5-02(21) Total current liabilities 30,630
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 175,057
5-02(32) Total liabilities and stockholders' equity 205,687
Quarter Ended
Item Number Item Description March 31, 2000
5-03(b)1(a) Net sales of tangible products $ -0-
5-03(b)1 Total revenues 2,302
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 14,350
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 ( 12,048)
5-03(b)(11) Income tax expense -0-
5-03(b)(14) Income/(loss) continuing operations ( 12,048)
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) ( 12,048)
5-03(b)(20) Earnings (loss) per share-primary ( 3.19)
5-03(b)(20) Earnings (loss) per share-fully diluted ( 3.19)
<PAGE>
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
1
1
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