8-K

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) August 11, 2006

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)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On August 11, 2006, American Community Properties Trust issued a press release announcing its financial and operational results for the second quarter of 2006. A copy of the press release is attached as Exhibit 99.1.

The information contained in this Form 8-K, including the attached exhibit, is being furnished under Item 2.02 and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(c)	Exhibits
99.1	Press Release of American Community Properties Trust issued on August 11, 2006.

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: August 11, 2006	By: /s/ Cynthia L. Hedrick
	Cynthia L. Hedrick Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

News Release

FOR IMMEDIATE RELEASE                    CONTACT

August 11, 2006                      Craig Renner

 301-843-8600

ACPT REPORTS RESULTS FOR QUARTER ENDED

JUNE 30, 2006

ST. CHARLES, MD.—American Community Properties Trust (ACPT) (AMEX, PSE:APO) today reported net income of $958,000, or $0.18 per share, on revenue of $45,692,000 for the six months ended June 30, 2006. This compares to net income of $1,516,000, or $0.29 per share, on revenue of $28,473,000 for the six months ended June 30, 2005. The Company also announced a cash dividend of $0.10 per share, payable on September 8, 2006 to shareholders of record on August 24, 2006.

For the quarter ended June 30, 2006, the Company reported net income of $457,000, or $0.09 per share, on revenues of $24,070,000. This compares to net income of $1,476,000, or $0.28 per share, on revenues of $17,080,000 for the same period in 2005.

As announced in our first quarter 2006 earnings release, ACPT adopted the accounting requirements of EITF 04-05, which requires consolidation of entities on which the general partner exercises control, as defined, regardless of ownership percentage. As a result, an additional 11 property partnerships were consolidated in the GAAP financial statements for the six and three months ended June 30, 2006 that were previously accounted for under the equity method in the same periods of 2005. For the six months ended June 30, 2006, the addition of these partnerships increased our revenues and operating income by $10,625,000 and $4,009,000, respectively. However, since the limited partners in most of these partnerships have negative capital accounts and the Company cannot record a negative minority interest, consolidating these properties, as opposed to accounting for them under the equity method, reduced net income by $1,414,000 for the six months ended June 30, 2006.

“Earnings for the first six months reflect continued demand for homes in Parque Escorial, and strong occupancy rates in our investment property portfolio,” said J. Michael Wilson, Chairman and Chief Executive Officer. “In addition, the Company continues to make infrastructure improvements that will open up additional areas of St. Charles for development.” ACPT is currently constructing nearly $40,000,000 of road and infrastructure improvements in St. Charles.

Edwin L. Kelly, President and Chief Operating Officer, noted that in Parque Escorial during the first six months of 2006 the Company sold 45 condominium units within Torres de Escorial, generating revenues of $11,259,000. Mr. Kelly added, “The Torres project is yet another example of the continuing appeal of condominium units in a well executed master planned community.” As of June 30, 2006, an additional 29 units in Torres were under contract at an average selling price of $257,000 per unit.

Community development land sales revenue in St. Charles increased to $6,626,000 for the six months ended June 30, 2006 compared to $2,324,000 for the six months ended June 30, 2005. Community development land sales revenue increased $1,157,000 to $2,682,000 for the three months ended June 30, 2006 compared to $1,525,000 for the three months ended June 30, 2005. “Community development revenue reflects the sale of 10.46 commercial acres and 26 lots of the 200 to be purchased by Lennar Corp. in 2006,” said Mr. Kelly. As of June 30, 2006, the Company reported a backlog of 10.2 commercial acres under contract for a total of $3,875,000 as well as 28 developed residential lots ready for delivery.

“Prices for our residential lots in Fairway Village remain stable, as Lennar continues to settle homes in excess of $450,000,” said Mr. Kelly. “As a result, during the first six months of 2006 ACPT recognized $1,707,000 of additional revenue for lots that were previously sold to Lennar in 2005 based on the final settlement price of the homes.”

In the six months ended June 30, 2005, the Company sold 9.7 acres of commercial land in Puerto Rico for $10,397,000, of which 7.2 acres for $7,448,000 related to the second quarter, with no comparable sales in 2006. “We currently plan to hold the remaining commercial land in Parque Escorial for future development opportunities for the Company,” said Mr. Kelly.

Mr. Kelly also noted that the Company continues to seek to acquire apartment properties and expand its investment property portfolio. In April, ACPT completed the acquisition of two apartment properties in Baltimore, Maryland containing a total of 250 units for approximately $14,300,000. The acquisition was financed through a combination of borrowing from a revolving credit facility and non-recourse mortgages.

Later this year, the Company will further expand its portfolio with the opening of Sheffield Greens apartments, currently under construction in St. Charles’ Fairway Village. Occupancy of the first units is expected this fall with delivery continuing through the beginning of 2007. Currently approximately 25% of the total property’s 252 units are leased.

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

Company Information

ACPT (AMEX, PSE:APO) is a diversified real estate organization with operations in Maryland and Puerto Rico that specializes in community development, homebuilding, investment in rental 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-Q will be available via the Internet at http://www.acptrust.com.

Certain matters within this press release may be deemed to be forward-looking statements within the meaning of the federal securities laws. 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 relate 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 the Company products, impact of competitive products and pricing, dependence on third-party customers (specifically Lennar Corp.), dependence on third-party suppliers, changes in government regulations, the normal cyclical nature of the real estate industry and development economy and changes in our tax status. 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. For more information, please refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, and the quarterly report on Form 10-Q for the six-month period ended June 30, 2006, which are on file with the Securities and Exchange Commission. 

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AMERICAN COMMUNITY PROPERTIES TRUST

UnauditedFinancial Highlights

	For the Six Months Ended						For the Three Months Ended
	6/30/06			6/30/05			6/30/06			6/30/05
Revenues	$	45,692,000		$	28,473,000		$	24,070,000		$	17,080,000
Expenses		34,715,000			23,867,000			18,280,000			13,831,000
Operating Income		10,977,000			4,606,000			5,790,000			3,249,000
Interest and other income		218,000			646,000			89,000			521,000
Equity in earnings from unconsolidated entities		343,000			628,000			173,000			283,000
Interest expense		(7,200,000	)		(3,379,000	)		(3,699,000	)		(1,623,000	)
Minority interest in consolidated entities		(2,666,000	)		(238,000	)		(1,601,000	)		(212,000	)
Income before provision for income taxes		1,672,000			2,263,000			752,000			2,218,000
Provision for income taxes		714,000			747,000			295,000			742,000
Net income	$	958,000		$	1,516,000		$	457,000		$	1,476,000
Earnings per share
Basic and Diluted	$	0.18		$	0.29		$	0.09		$	0.28
Weighted average shares outstanding
Basic and Diluted		5,198,000			5,192,000			5,198,000			5,192,000
Cash Dividends per share	$	0.63		$	0.20		$	0.10		$	0.10

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