SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-28340
AMERICAN TAX-EXEMPT BOND TRUST
(Exact name of registrant as specified in its charter)
Delaware 13-7033312
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
625 Madison Avenue, New York, New York 10022
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212)421-5333
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securi-
ties 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 ____
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
AMERICAN TAX-EXEMPT BOND TRUST
Balance Sheets
June 30, December 31,
1999 1998
(Unaudited) (Audited)
ASSETS
Investment in First Mortgage
Bonds - at fair value (Note 2) $26,607,953 $26,607,953
Cash and cash equivalents 761,430 889,126
Organization costs (net of
accumulated amortization of
$50,000 and $37,500, respectively) 0 12,500
Accrued interest receivable 177,807 182,058
Total assets $27,547,190 $27,691,637
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Due to affiliates $ 766,747 $ 640,178
Accounts payable 13,351 21,000
Total liabilities 780,098 661,178
Shareholders' equity:
Beneficial owner's equity-manager (23,040) (19,941)
Beneficial owners' equity-
shareholders (1,494,949
and 1,488,661 shares
issued and outstanding,
respectively) 25,201,687 25,389,056
Treasury shares of beneficial
interest (31,428 and 25,140 shares,
respectively) (597,130) (477,660)
Accumulated other comprehensive
income:
Net unrealized gain on First
Mortgage Bonds 2,185,575 2,139,004
Total shareholders' equity 26,767,092 27,030,459
Total liabilities and shareholders'
equity $27,547,190 $27,691,637
See Accompanying Notes to Financial Statements.
AMERICAN TAX-EXEMPT BOND TRUST
Statements of Operations
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
1999 1998 1999 1998
Revenues
Interest income:
First Mortgage
Bonds (Note 2) $524,580 $514,023 $1,050,522 $1,020,554
Marketable
Securities 4,703 8,430 9,871 17,717
Total revenues 529,283 522,453 1,060,393 1,038,271
Expenses:
General and
administrative 13,079 10,193 38,803 22,650
General and
administrative-
related parties
(Note 3) 21,936 19,000 48,049 32,816
Loan servicing fees 14,656 14,818 29,312 29,474
Amortization of
organization costs 0 2,500 12,500 5,000
Total expenses 49,671 46,511 128,664 89,940
Net income $479,612 $475,942 $ 931,729 $ 948,331
Allocation of net
income
Shareholders $445,394 $441,761 $ 863,568 $ 880,004
Manager 4,499 4,462 8,723 8,889
Special distributions
to Manager
(Note 3) 29,719 29,719 59,438 59,438
Net income $479,612 $475,942 $ 931,729 $ 948,331
Basic income per
weighted average
Beneficial Owners'
Equity-
shareholders $ .30 $ .30 $ .59 $ .60
See Accompanying Notes to Financial Statements.
AMERICAN TAX-EXEMPT BOND TRUST
Statement of Changes in Shareholders' Equity
(Unaudited)
Beneficial Beneficial
Owners' Owner's
Equity- Equity-
Total Shareholders Manager
Balance at January 1, 1999 $27,030,459 $25,389,056 $ (19,941)
Issuance of shares of beneficial
ownership interest 119,470 119,470 0
Comprehensive Income:
Net income 931,729 863,568 68,161
Other Comprehensive Income:
Net unrealized gain on First
Mortgage Bonds 46,571 0 0
Distributions (1,241,667) (1,170,407) (71,260)
Purchase of treasury shares of
beneficial interest (119,470) 0 0
Total comprehensive income:
Balance at June 30, 1999 $26,767,092 $25,201,687 $ (23,040)
Treasury Accumulated
Shares of Other Compre-
Beneficial Compre- hensive
Interest Income Income
Balance at January 1, 1999 $(477,660) $2,139,004 $3,903,172
Issuance of shares of beneficial
ownership interest 0 0
Comprehensive Income:
Net income 0 0 $ 931,729
Other Comprehensive Income:
Net unrealized gain on First
Mortgage Bonds 0 46,571 46,571
Distributions 0 0
Purchase of treasury shares of
beneficial interest (119,470) 0
Total comprehensive income: $ 978,300
Balance at June 30, 1999 $(597,130) $2,185,575
See Accompanying Notes to Financial Statements.
AMERICAN TAX-EXEMPT BOND TRUST
Statements of Cash Flows
(Unaudited)
Six Months Ended
June 30,
1999 1998
Cash flows from operating activities:
Net income $ 931,729 $ 948,331
Adjustments to reconcile net
income to net cash
provided by operating activities
Amortization expense-
organization costs 12,500 5,000
Amortization expense-loan
origination costs 46,571 50,175
Changes in operating assets and
liabilities:
Decrease in accrued
interest receivable 4,251 3,053
Increase in due to affiliates 126,569 92,763
Decrease in accounts payable (7,649) (15,650)
Total adjustments 182,242 135,341
Net cash provided by operating
activities 1,113,971 1,083,672
Cash flows from investing activities:
Purchase of marketable securities 0 (125,000)
Increase in deferred costs 0 (26,614)
Net cash used in investing activities 0 (151,614)
Cash flows from financing activities:
Proceeds from issuance of shares
of beneficial interest 119,470 120,030
Distributions to shareholders (1,241,667) (1,242,932)
Purchase of treasury shares of
beneficial interest (119,470) (200,070)
Net cash used in
financing activities (1,241,667) (1,322,972)
Net decrease in cash and
cash equivalents (127,696) (390,914)
Cash and cash equivalents at
beginning of period 889,126 1,081,939
Cash and cash equivalents at
end of period $ 761,430 $ 691,025
See Accompanying Notes to Financial Statements.
AMERICAN TAX-EXEMPT BOND TRUST
Notes to Financial Statements
June 30, 1999
(Unaudited)
Note 1 - General
American Tax-Exempt Bond Trust (the "Trust") was formed on
December 23, 1993 as a Delaware business trust for the primary
purpose of investing in tax-exempt first mortgage bonds ("First
Mortgage Bonds") issued by various state or local governments or
their agencies or authorities and secured by first mortgage loans
on multifamily residential apartment and retirement community
projects. Related AMI Associates, Inc. is the Manager ("Manager")
of the Trust.
Pursuant to the Redemption Plan which became effective October
15, 1996, the Trust is required to redeem eligible shares presented
for redemption for cash to the extent it has sufficient net proceeds
from the sale of shares under the Reinvestment Plan. As of June
30, 1999, the backlog of shares to be redeemed is 25,749.
The Trust has invested the Net Proceeds primarily in First Mort-
gage Bonds issued by various state or local governments or their
agencies or authorities which are secured by first mortgages and
related first mortgage loans financed by such bonds (collectively,
"Mortgage Loans") on multifamily residential apartment projects
owned or to be developed by third-party developers and, to a
lesser extent, by Affiliates of the Manager. The Trust is also per-
mitted to invest in other tax-exempt securities which have shorter
maturities than First Mortgage Bonds ("Tax-Exempt Securities").
However, all Tax-Exempt Securities owned by the Trust have
matured and the Trust does not anticipate making additional in-
vestments in Tax-Exempt Securities.
The Trust's marketable securities at June 30, 1999, consist entirely
of commercial paper, which have a carrying value that approxi-
mates their market value. The Trust follows the provisions of the
Financial Accounting Standards Board's Statement of Financial
Accounting Standards ("SFAS") SFAS No. 115 Accounting for
Certain Investments in Debt and Equity Securities. At June 30,
1999 and December 31, 1998, the Trust has classified its first mort-
gage bonds and marketable securities as available for sale.
The unaudited financial statements have been prepared on the
same basis as the audited financial statements included in the
Trust's Form 10-K for the year ended December 31, 1998. In the
opinion of the Manager, the accompanying unaudited financial
statements contain all adjustments (consisting only of normal
recurring adjustments) necessary to present fairly the financial
position of the Trust as of June 30, 1999, the results of operations
for the three and six months ended June 30, 1999 and 1998 and its
cash flows for the six months ended June 30, 1999 and 1998.
However, the operating results for the six months ended June 30,
1999 may not be indicative of the results for the year.
Certain information and note disclosures normally included in
financial statements prepared in accordance with generally ac-
cepted accounting principles have been omitted. It is suggested
that these financial statements be read in conjunction with the
financial statements and notes thereto included in the Trust's An-
nual Report on Form 10-K for the year ended December 31, 1998.
Note 2 - Investment in First Mortgage Bonds
General
The cost basis of the First Mortgage Bonds was $24,422,378 and
$24,468,949 at June 30, 1999 and December 31, 1998. The net un-
realized gain on First Mortgage Bonds of $2,185,575 and
$2,139,004 as of June 30, 1999 and December 31, 1998, respectively,
consists of gross unrealized gains and losses of $2,185,575 and $0,
respectively, at June 30, 1999 and $2,150,794 and $11,790, respec-
tively, as of December 31, 1998.
AMERICAN TAX-EXEMPT BOND TRUST
Notes to Financial Statements
June 30, 1999
(Unaudited)
Note 2 - Investment in First Mortgage Bonds
Information relating to investments in First Mortgage Bonds as of
June 30, 1999 and December 31, 1998 are as follows:
Date of
Invest- Outstanding
ment/ Loan Loan
Final Balance at Origina-
Descrip- Maturity June tion
Property tion Date 30, 1999 Costs
Reflections
Apartments 336
Casselbury, Apt. 12/95 -
Florida (A) Units 12/25 $10,700,000 $293,914
Rolling Ridge
Apartments 110
Chino Hills, Apt. 8/96-
California(B) Units 8/26 4,925,000 241,725
Lexington Trails
Apartments 200
Houston, Apt. 5/97-
Texas (C) Units 5/22 4,900,000 123,886
Highpointe
Apartments
Harrisburg, 240
Pennsylvania Apt. 9/97-
(D) Units 6/06 3,250,000 237,917
$23,775,000 $897,442
Accumu-
lated Unrealized
Amorti- Gain (Loss)
zation at at Balance at Balance at
June June June December
Property 30, 1999 30, 1999 30, 1999 31, 1998
Reflections
Apartments
Casselbury,
Florida (A) $(102,870) $1,394,345 $12,285,389 $12,285,390
Rolling Ridge
Apartments
Chino Hills,
California(B) (70,503) 456,836 5,553,058 5,553,058
Lexington Trails
Apartments
Houston,
Texas (C) (26,842) 332,588 5,329,632 5,329,632
Highpointe
Apartments
Harrisburg,
Pennsylvania
(D) (49,849) 1,806 3,439,874 3,439,873
$(250,064) $2,185,575 $26,607,953 $26,607,953
Debt
Service
Earned Less Net
by the 1999 Interest
Trust Amorti- Earned
Property for 1999 zation for 1999
Reflections
Apartments
Casselbury,
Florida (A) $ 494,732 $ (14,696) $ 480,036
Rolling Ridge
Apartments
Chino Hills,
California(B) 235,611 (12,086) 223,525
Lexington Trails
Apartments
Houston,
Texas (C) 220,500 (6,194) 214,306
Highpointe
Apartments
Harrisburg,
Pennsylvania
(D) 146,250 (13,595) 132,655
$1,097,093 $(46,571) $1,050,522
(A) The interest rate for the Reflections is 9.00%. In addition to the
interest rate the Trust will be entitled to 25% of the cash flow, as defined.
(B) The interest rate for the Rolling Ridge is 9.00%. In addition to the
interest rate the Trust will be entitled to 30% of the cash flow, as defined.
(C) The interest rate for the Lexington Trails is 9.00%.
(D) The interest rate for the Highpointe is 9.00%.
Note 3 - Related Party Transactions
The costs incurred to related parties for the three and six months
ended June 30, 1999 and 1998 were as follows:
Three Months Ended Six Months Ended
June 30, June 30,
1999 1998 1999 1998
Special
distribu-
tions (i) $ 29,719 $ 29,719 $ 59,438 $ 59,438
Expense
reimburse-
ments (iii) 21,936 19,000 48,049 32,816
$ 51,655 $ 48,719 $107,487 $ 92,524
In accordance with the Trust Agreement, the Manager received or
is entitled to receive (i) special distributions calculated as a per-
centage of total assets invested by the Trust; the total amount ac-
crued and unpaid as of June 30, 1999 and December 31, 1998
amounted to $255,360 and $195,922, respectively; (ii) a subordi-
nated incentive fee based on the gain on the sale of the tax-exempt
First Mortgage Bonds; (iii) reimbursement of certain administra-
tive costs incurred by the Manager or an affiliate on behalf of the
Trust; the total amount accrued and unpaid as of June 30, 1999
and December 31, 1998 amounted to $421,948 and $373,899, re-
spectively.
Note 4 - Subsequent Event
In August 1999, it is anticipated that distributions of approxi-
mately $585,000 and $6,000 will be paid to the Shareholders and
the Manager, respectively, representing the 1999 second quarter
distribution. The distribution will be funded primarily from cash
collections of interest income through the distribution date,
August 14, 1999.
Item 2. Management's Discussion and Analysis of Financial Con-
dition and Results of Operations.
Liquidity and Capital Resources
The Trust has invested the Net Proceeds primarily in First Mort-
gage Bonds issued by various state or local governments or their
agencies or authorities which are secured by first mortgages and
related first mortgage loans financed by such bonds (collectively,
"Mortgage Loans") on multifamily residential apartment projects
owned or to be developed by third-party developers and, to a
lesser extent, by Affiliates of the Manager. The First Mortgage
Bonds have maturities ranging from June 2006 to August 2026,
although the Trust anticipates holding the First Mortgage Bonds
for approximately 10 to 12 years and has the right to cause repay-
ment of the bonds at that time. The Trust is also permitted to
invest in Tax-Exempt Securities. However, all Tax-Exempt Securi-
ties owned by the Trust have matured and the Trust does not
anticipate making additional investments in Tax-Exempt Securi-
ties.
The fair value of the First Mortgage Bonds has not changed during
the quarter ended June 30, 1999. Amortization of loan origination
costs of $46,571 for the six months ended June 30, 1999, were offset
by an increase in the unrealized gain on First Mortgage Bonds.
For a description of the Trust's investments in First Mortgage
Bonds see Note 2 of Notes to the Financial Statements.
During the six months ended June 30, 1999, cash and cash
equivalents decreased approximately $128,000 due to distributions
to shareholders ($1,242,000) which exceeded cash provided by
operating activities ($1,114,000). Included in the adjustments to
reconcile the net income to cash provided by operating activities is
amortization in the amount of approximately $59,000.
Pursuant to the Redemption Plan which became effective October
15, 1996, the Trust is required to redeem eligible shares presented
for redemption for cash to the extent it has sufficient net proceeds
from the sale of shares under the Reinvestment Plan. As of June
30, 1999, the backlog of shares to be redeemed is 25,749.
The Trust expects that cash generated from its investments will be
sufficient to pay all of the Trust's expenses in the foreseeable fu-
ture. However, certain expense reimbursements totaling ap-
proximately $422,000 and $374,000 at June 30, 1999 and December
31, 1998, respectively, and the payment of a portion of the special
distribution totaling approximately $255,000 and $196,000 at June
30, 1999 and December 31, 1998, respectively, to the Manager have
been accrued and are unpaid. Without the Manager's continued
accrual without payment of the aforementioned expense reim-
bursements and distributions the Trust will not be in a position to
maintain its current distribution level. The Manager has contin-
ued allowing the accrual without payment of these amounts but is
under no obligation to continue to do so.
The Trust anticipates that cash generated from the operations of
the properties underlying its investment in First Mortgage Bonds
(taking into account its preferred position relative to other credi-
tors) will be sufficient to meet the required debt service payments
to the Trust with respect to the First Mortgage Bonds for the fore-
seeable future.
Distribution Policy
The level of future distributions will depend upon results of opera-
tions. Beginning in 1998, the Trust's distribution policy calls for
quarterly distributions which more closely reflect collections.
Notwithstanding the foregoing, the Trust may continue to accrue
expenses and fees paid to the Manager. Although under no obli-
gation to do so, to date the Manager has continued to supplement
the amount available for distribution by continuing to defer pay-
ment of its fees. As a result, the Trust was able to maintain an
annual distribution rate of $1.60 per share.
Of the total distributions of $1,241,667 and $1,242,932 paid during
the six months ended June 30, 1999 and 1998, $309,938 ($.21 per
share or 25%) and $294,601 ($.20 per share or 24%) represents a
return of capital determined in accordance with generally ac-
cepted accounting principles. As of June 30, 1999, the aggregate
amount of the distributions made since the commencement of the
Offering representing a return of capital, in accordance with gen-
erally accepted accounting principles, totaled $2,403,971. The
portion of the distributions which constitute a return of capital
was significant during the acquisition stage in order to maintain
level distributions to shareholders.
Management expects that cash flow from operations and contin-
ued deferral of payment of the Manager's expense reimbursement,
special distribution and loan servicing fee, will be sufficient to
permit the funding of distributions at the current level in the near
future.
Results of Operations
The results of operations for the three and six months ended June
30, 1999 and 1998 consisted primarily of interest income earned on
First Mortgage Bonds and marketable securities, net of general
and administrative, general and administrative-related parties and
loan servicing fees.
Interest income from marketable securities decreased approxi-
mately $4,000 and $8,000 for the three and six months ended June
30, 1999 as compared to the corresponding periods in 1998 pri-
marily due to higher cash and cash equivalent balances in 1998.
General and administrative expenses increased approximately
$3,000 and $16,000 for the three and six months ended June 30,
1999 as compared to the corresponding periods in 1998 primarily
due to an increase in computer consulting fees.
General and administrative-related parties increased approxi-
mately $3,000 and $15,000 for the three and six months ended June
30, 1999 as compared to the corresponding periods in 1998 pri-
marily due to higher expense reimbursements to affiliates of the
Manager.
Amortization of organization costs increased approximately
$8,000 for the six months ended June 30, 1999 as compared to the
corresponding period in 1998 due to the adoption of Statement of
Position 98-5 Reporting on Costs of Start-Up Activity, pursuant to
which the Trust expensed all unamortized organization costs as of
January 1, 1999.
Accounting Standards Issued but not yet Adopted
In June 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 133 ("SFAS 133")
"Accounting for Derivative Instruments and Hedging Activities".
The Statement establishes accounting and reporting standards for
derivative instruments and hedging activities. This Statement is
effective for all fiscal quarters of fiscal years beginning after June
15, 2000. The adoption of SFAS 133 is not expected to have any
impact on the financial position or results of operations of the
Trust.
Year 2000 Compliance
The Trust utilizes the computer services of an affiliate of the Man-
ager. The affiliate of the Manager has upgraded its computer
information systems to be year 2000 compliant. The most likely
worst case scenario that the Trust faces is that computer opera-
tions will be suspended for a few days to a week at January 1,
2000. The Trust's contingency plan is to have (i) a complete
backup done on December 31, 1999 and (ii) both electronic and
printed reports generated for all critical data up to and including
December 31, 1999.
In regard to third parties, the Trust's Manager is in the process of
evaluating the potential adverse impact that could result from the
failure of material service providers to be year 2000 compliant. A
detailed survey and assessment was sent to material third parties
in the fourth quarter of 1998. The Trust has received assurances
from a majority of the material service providers with which it
interacts that they have addressed the year 2000 issues and is
evaluating these assurances for their adequacy and accuracy. In
cases where the Trust has not received assurances from third par-
ties, it is initiating further mail and/or phone correspondence.
The Trust relies heavily on third parties and is vulnerable to the
failures of third parties to address their year 2000 issues. There
can be no assurance given that the third parties will adequately
address their year 2000 issues.
Item 3. Quantitative and Qualitative Disclosures about Market
Risk
The Trust is exposed to interest rate risk as it relates to its invest-
ments in First Mortgage Bonds. At June 30, 1999, 97% of the
Trusts assets are invested in four First Mortgage Bonds, all of
which have a fixed interest rate of 9% and maturities ranging from
10 to 30 years. The First Mortgage Bonds are classified as avail-
able for sale and are carried at fair value with a net unrealized
gain of $2,185,575 reported as a separate component of accumu-
lated other comprehensive income. Two First Mortgage Bonds,
representing 67% of the total investment in First Mortgage Bonds,
are also entitled to participation in the cash flow of the underlying
property, as defined.
The fair value of the First Mortgage Bonds is estimated by the
Manager based on the current interest rate environment for similar
securities, cash flow projections for the underlying properties, a
reversion estimate, prepayment assumptions and an estimate of
cash flow participation, when applicable. A 1% increase in the
current interest rate environment assumption at June 30, 1999
would result in a decrease of approximately $470,000 in the net
unrealized gain on First Mortgage Bonds.
The Trust's ultimate realized gain or loss as it relates to interest
rate fluctuations is dependent on when, and if, the Trust disposes
of the First Mortgage Bonds prior to maturity. The Trust has the
right to call the First Mortgage Bonds after a period of 10 to 12
years from the date of acquisition for face value. The First Mort-
gage Bonds are not allowed to be prepaid during the first five
years, and are subject to a prepayment premium in years six
through ten.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings - None
Item 2. Changes in Securities and Use of Proceeds - None
Item 3. Defaults Upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Security Holders - None
Item 5. Other Information - None
Item 6. Exhibits and Reports on Form 8-K
(a) 3. Exhibits
3(a) Certificate of Trust and Certificate of Amendment
of Certificate of Trust (incorporated by reference to Exhibit 3(a) to
the Registration Statement on Form S-11, File No. 33-73688).
3(b),4 Second Amended and Restated Business Trust
(incorporated by reference to Exhibit 3(b), 4 to the Registration
Statement on Form S-11, File No. 33-73688)
10(a) Escrow Agreement (incorporated by reference to
Exhibit 10(a) to the Registration Statement on Form S-11, File No.
33-73688).
10(b) Fee Agreement (incorporated by reference to Ex-
hibit 10 (b) to the Registration Statement on Form S-11, File No.
33-73688).
27 Financial Data Schedule (filed herewith)
(b) Reports on Form 8-K
No reports on Form 8-K have been filed during the quarter
ended June 30, 1999.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securi-
ties Exchange Act of 1934, the registrant has duly caused this re-
port to be signed on its behalf by the undersigned, thereunto duly
authorized.
AMERICAN TAX-EXEMPT BOND TRUST
(Registrant)
By: RELATED AMI ASSOCIATES, INC.,
as Manager
Date: August 6, 1999
By: /s/ Alan P. Hirmes
Alan P. Hirmes
Senior Vice President and
Principal Financial Officer
Date: August 6, 1999
By: /s/ Glenn F. Hopps
Glenn F. Hopps
Treasurer and
Principal Accounting Officer