-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MYQbenZA9KcpvX+dysujQ+VvW4YRngdFVO4yPCGN9beV3D7UO9aYsp5Dzw/WeeP+ 2GahtoHfkMSMaqMT5hmPRA== 0001065645-02-000005.txt : 20020415 0001065645-02-000005.hdr.sgml : 20020415 ACCESSION NUMBER: 0001065645-02-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020402 ITEM INFORMATION: Other events FILED AS OF DATE: 20020402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN COMMUNITY PROPERTIES TRUST CENTRAL INDEX KEY: 0001065645 STANDARD INDUSTRIAL CLASSIFICATION: LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES) [6552] IRS NUMBER: 522058165 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14369 FILM NUMBER: 02599909 BUSINESS ADDRESS: STREET 1: 222 SMALLWOOD VILLAGE CENTER CITY: ST. CHARLES STATE: MD ZIP: 20602 BUSINESS PHONE: 3018438600 MAIL ADDRESS: STREET 1: 222 SMALLWOOD VILLAGE CENTER CITY: ST. CHARLES STATE: MD ZIP: 20602 8-K 1 acpt2001.htm SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


 

 

Date of Report (Date of earliest event reported)

April 2, 2002

 

 

AMERICAN COMMUNITY PROPERTIES TRUST
(Exact name of registrant as specified in its charter)

 

MARYLAND
(State or other jurisdiction
of incorporation)

1-14369
(Commission
File Number)

52-2058165
(I.R.S. Employer
Identification No.)

 

222 Smallwood Village Center
St. Charles, Maryland 20602
(Address of principal executive offices)(Zip Code)

 

 

(301) 843-8600
(Registrant's telephone number, including area code)

Item 1. Changes in Control of Registrant.

Not applicable.

Item 2. Acquisition or Disposition of Assets.

Not applicable.

Item 3. Bankruptcy or Receivership.

Not applicable.

Item 4. Changes in Registrant's Certifying Accountant.

Not applicable.

Item 5. Other Events.

The Company recently learned that in July 2001, an officer of the Company in Puerto Rico signed a letter agreement on the stationery of Land Development Associates S.E. with FirstBank Puerto Rico purportedly agreeing that an event of default under a credit agreement with a related party would constitute an event of default under LDA's agreement with the bank, giving the bank the right to foreclose on collateral securing the LDA bank loan. The letter was not authorized by the Company's senior management in the United States, nor was the undertaking approved by a majority of the independent trustees of the Company as required under the Company's Declaration of Trust. The Company has proposed to the bank that it rescind the foregoing language ab initio. The final terms of a settlement are being negotiated and the Company expects to resolve this matter prior to filing the Company's Form 10-K as announced in Attachment A to this report which is incorporated by reference.

Item 6. Resignations of Registrant's Directors.

Not applicable.

Item 7. Financial Statements and Exhibits.

(a)

None.

   

(b)

None.

   

(c)

Exhibits.

   
 

99.

News Release dated April 2, 2002

Filed herewith (See Attachment A)

Item 8. Change in Fiscal Year.

Not applicable.

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 hereunto duly authorized.

 

 

AMERICAN COMMUNITY PROPERTIES TRUST

 

(Registrant)

   

Dated: April 2, 2002

By: /s/ J. Michael Wilson

J. Michael Wilson
Chairman and Chief Executive Officer

 

   

Dated: April 2, 2002

By: /s/ Cynthia L. Hedrick

 

Cynthia L. Hedrick
Vice President and Controller

 

   

 

 

Attachment A

AMERICAN COMMUNITY PROPERTIES TRUST
222 Smallwood Village Center
St. Charles, Maryland 20602

News Release

FOR IMMEDIATE RELEASE

CONTACT

April 2, 2002

Craig Renner

 

(301) 843-8600

ACPT ANNOUNCES FOURTH QUARTER AND YEAR-END RESULTS FOR 2001, REQUEST

FOR TWO-WEEK EXTENSION FOR FILING 10-K FORM WITH SEC AND OTHER BANK-

RELATED ITEMS

ST. CHARLES, MD--American Community Properties Trust, a diversified real estate organization, reported net income of $3,140,000 or $.60 per share on revenues of $34,347,000 for the year ended December 31, 2001. This compares to net income of $3,682,000 or $.71 per share on revenues of $31,471,000 for the year ended December 31, 2000. Income before extraordinary item was $3,803,000 in 2001, compared to $3,682,000 in 2000.

ACPT reported a net loss of $148,000 or $.03 per share, on revenues of $6,858,000 for the quarter ended December 31, 2001. This compares to net income of $3,110,000 or $.60 per share on revenue of $12,513,000 for the same quarter in 2000. For the quarter ended December 31, 2001, income before taxes, extraordinary item, and minority interest was $937,000, compared to $4,001,000 in the fourth quarter of 2000.

J. Michael Wilson, Chief Executive Officer of ACPT, noted that for the year ending December 31, 2001, ACPT's total revenues increased by nearly $3 million, to $34.3 million, compared to total revenues of $31.4 million in 2000. Mr. Wilson attributed the rise in revenues to an increase in land sales, which rose $3.4 million in 2001, an increase in rental property revenues, which rose by $561,000 in 2001 compared to 2000, and a gain from expropriation of $630,000. These increases were offset by a $1,050,000 decrease in equity in earnings, and a $397,000 decrease in management and other fees. These decreases are primarily attributable to a reduction in earnings and fees from two partnerships after the conversion of 392 rental units to condominium units. Most of the converted units were sold in 2000.

Mr. Wilson attributed the net loss in the fourth quarter to the write-off of deferred costs associated with an eight-million dollar loan that was paid prior to its maturity date. This loan was refinanced, allowing the Company to take advantage of historic lows in interest rates. The Company also reduced term recourse debt by $5.1 million in 2001 by acquiring self-liquidating development loans. "We believe that these prudent steps will provide a broad and secure financial foundation for ACPT for years to come," said Mr. Wilson.

Edwin L. Kelly, President and Chief Operating Officer, said demand for residential and commercial parcels in the Maryland-based planned community of St. Charles remained strong. "Land sales in St. Charles increased by $6.3 million in 2001. This reflects continued demand for lots in Fairway Village, the newest village of St. Charles, and the sale of 59 acres of commercial land in 2001, compared to five acres in 2000." Mr. Kelly noted that, in the United States, the Company's share of consolidated housing partnership net income rose $512,000 in 2001, compared to the same twelve-month period in 2000.

In Puerto Rico, revenues from land sales decreased $2,874,000, from $9,687,000 in 2000 to $6,813,000 in 2001. However, Carlos R. Rodriguez, Executive Vice President, points out that the Company transferred a parcel to a wholly owned subsidiary to construct and sell 208 condominium units. Profits from the land sales will be included with the profits from the sale of the condominium units when they are sold to the homebuyer starting in the third quarter of 2002. In addition, due to strong demand for housing in Puerto Rico, the land sales price per condominium unit in Parque Escorial increased from $25,000 to $32,000.

Mr. Kelly added that the Company's operating results should be evaluated over an extended period of time due to the cyclical nature of its business.

No cash distributions will be paid to shareholders from earnings for the quarter ended December 31, 2001.

The Company's Annual Report on Form 10-K was not filed on April 1 because related parties are indebted to the Company's independent public accountants with respect to fees in amounts that in the auditor's view raise possible questions regarding the auditor's independence with respect to the audit of the Company's financial statements. These related parties have advised the Company that they are taking steps to discharge such indebtedness and expect to do so within the next 14 days. The Company has filed Form 12b-25 with the Securities and Exchange Commission extending the Company's filing date to April 15.

The Company recently learned that in July 2001, an officer of the Company in Puerto Rico signed a letter agreement on the stationery of Land Development Associates S.E. with FirstBank Puerto Rico purportedly agreeing that an event of default under a credit agreement with a related party would constitute an event of default under LDA's agreement with the bank, giving the bank the right to foreclose on collateral securing the LDA bank loan. The letter was not authorized by the Company's senior management in the United States, nor was the undertaking approved by a majority of the independent trustees of the Company as required under the Company's Declaration of Trust. The Company has proposed to the bank that it rescind the foregoing language ab initio. The final terms of a settlement are being negotiated and the Company expects to resolve this matter prior to filing the Company's Form 10-K.

ACPT (AMEX, PSE:APO) is a diversified real estate organization with operations in Maryland and Puerto Rico that specializes in community development, investment apartment properties, and asset management services. ACPT is currently listed on the American and Pacific stock exchanges under the symbol AmCmntyProp (APO).

When filed, ACPT's form 10-K will be available via the Internet at www.acptrust.com.

This press release contains forward-looking statements. Investors are cautioned that all forward-looking statements involve risks, uncertainties, and other factors that could cause actual results to differ materially from those in the forward looking statement. Forward-looking statements related to anticipated revenues, gross margins, earnings, and the growth of the market for our products. Numerous factors could cause results to differ, including but not limited to changes in market demand and acceptance of company products, impact of competitive products and pricing, dependence on third-party suppliers, changes in government regulations, and normal, cyclical nature of the real estate and development economy. Although the Company believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it gives no assurances that its expectations will be attained. For more information, please refer to the Company's 10-K form.

 

AMERICAN COMMUNITY PROPERTIES TRUST

Financial Highlights

 

For the Three Months Ended

For the Year Ended

 

(unaudited)

(audited)

(unaudited)

(audited)

 

12/31/01

12/31/00

12/31/01

12/31/00

         

Revenues

$6,858,000

$12,513,000

$34,347,000

$31,471,000

         

Expenses

5,394,000

7,932,000

26,690,000

23,604,000

         

Depreciation & amortization

527,000

580,000

1,879,000

2,061,000

         

Income before provision for income taxes, minority interest, and extraordinary item

937,000

4,001,000

5,778,000

5,806,000

         

Provision for income taxes

358,000

851,000

1,652,000

1,898,000

         

Income before minority interest and extraordinary item

579,000

3,150,000

4,126,000

3,908,000

         

Minority interest

(64,000)

(40,000)

(323,000)

(226,000)

         

Income before extraordinary item

515,000

3,110,000

3,803,000

3,682,000

         

Extraordinary item-early extinguishment of debt (less applicable income taxes of $149,000)

663,000

--

663,000

--

         

Net (loss) income

$(148,000)

$3,110,000

$3,140,000

$3,682,000

         

Basic and fully diluted net income per share before extraordinary item

$0.10

$0.60

$0.73

$0.71

         

Basic and fully diluted net income per share

$(0.03)

$0.60

$0.60

$0.71

         

Weighted average shares outstanding-basic

5,192,000

5,192,000

5,192,000

5,192,000

         

Weighted average shares outstanding-diluted

5,221,000

5,192,000

5,204,000

5,192,000

         

EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization)

$2,427,000

$6,682,000

$13,473,000

$14,078,000

 

 

 

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