FORM 8-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 24, 1997
AMERICA FIRST APARTMENT INVESTORS, L.P.
(Exact name of registrant as specified in its charter)
Delaware 0-20737
(State of Formation) (Commission File Number)
47-0797793
(IRS Employer Identification Number)
Suite 400, 1004 Farnam Street,
Omaha, Nebraska 68102
(Address of principal executive offices) (Zip Code)
(402) 444-1630
(Registrants' telephone number, including area code)
<PAGE> - i -
Item 2. Acquisition or Disposition of Assets. On October 24, 1997,
America First Apartment Investors, L.P. (the Partnership), a Delaware Limited
Partnership, acquired a 260-unit multifamily housing property located in
Norcross, Georgia and known as Post Trace Apartments (the "Property") from the
State of California Public Employees Retirement System (the "Seller"). The
Partnership subsequently changed the name of the Property to Park Trace
Apartments. The Partnership paid a total of $14,016,629 for the Property,
including acquisition costs of $191,629. The purchase price was determined in
arm's-length negotiations. The acquisition of the Property was financed with
proceeds from the Partnership's Line of Credit with The First National Bank of
Boston. The Partnership expects to obtain permanent financing for the
Property through the refunding of certain tax-exempt bonds held by the
Partnership. The Partnership knows of no material relationship between the
Seller and the Partnership or any of its affiliates, directors or officers or
any associate of any of its directors or officers. The Partnership intends to
continue renting the Property as multifamily housing.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
An audited historical statement of gross income and direct operating
expenses of the Property for the twelve months ended June 30, 1997,
is attached hereto as an exhibit. Also attached as exhibits are
historical unaudited income statements for the Property for the six
months ended June 30, 1997, and the year ended December 31, 1996.
The Partnership has been advised that audited financial statements
for the Property have not been prepared prior to the Partnership's
acquisition of the Property.
(b) Pro Forma Financial Information.
Pro forma financial statements for the Partnership, prepared as if
the Partnership had acquired the Property on January 1, 1996, are
attached hereto as an exhibit.
(c) Exhibits.
The following exhibits are filed with this amendment. Each exhibit
number refers to the numbers in Item 601 of Regulation S-K of
exhibits applicable to Form 10-K.
(99) Additional Exhibits
99.01 Income Statements for the Property
99.02 Pro Forma financial information for the Partnership
<PAGE> - 1 -
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICA FIRST APARTMENT INVESTORS, L.P.
By America First Capital
Associates Limited Partnership
Four, General Partner of the Registrant
By America First Companies L.L.C, General
Partner of America First Capital Associates
Limited Partnership Four
By /s/ Michael Thesing
Michael Thesing, Vice President and
Principal Financial Officer
December 22, 1997
<PAGE> - 2 -
Exhibit 99.01
Income Statements for the Property
<PAGE> - 3 -
POST TRACE
APARTMENTS
Historical Statement of Gross
Income and Direct Operating
Expenses
For the Twelve Months
ended June 30, 1997
<PAGE> - 4 -
Report of Independent Accountants
October 17, 1997
To the Partners
America First Apartment Investors, L.P.
We have audited the accompanying Historical Statement of Gross Income and
Direct Operating Expenses of Post Trace Apartments, Norcross, Georgia, for the
twelve months ended June 30, 1997. this historical financial statement is the
responsibility of the management of the State of California Public Employees'
Retirement System. Our responsibility is to express an opinion on this
historical statement based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statement is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statement. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
The accompanying historical statement was prepared for the purpose of
complying with the rules and regulations of the Securities and Exchange
Commission as described in Note 1 and is not intended to be a complete
presentation of Post Trace Apartment's revenues and expenses.
In our opinion, the historical statement referred to above presents fairly, in
all material respects, the revenues and direct operating expenses as described
in Note 1 of Post Trace Apartments for the twelve months ended June 30, 1997
in conformity with generally accepted accounting principles.
/s/Price Waterhouse LLP
Atlanta, Georgia
<PAGE> - 5 -
POST TRACE APARTMENTS
Historical Statement of Gross Income and
Direct Operating Expenses
For the Twelve Months Ended June 30, 1997
Gross Income
Rental $ 1,959,736
Other 91,100
--------------
Total gross income 2,050,836
Direct operating expenses
(excluding depreciation)
Salaries 159,159
Repairs and maintenance 99,797
Property improvements 71,171
Utilities 119,696
Property taxes and insurance 205,608
Management fees 97,827
General and administrative 77,217
-------------
Total direct operating expenses
(excluding depreciation) 830,475
-------------
Excess of gross income over direct operating
expenses (excluding depreciation) $ 1,220,361
=============
The accompanying notes are an integral part of this financial statement.
<PAGE> - 6 -
POST TRACE APARTMENTS
Notes to Historical Statement of Gross Income and
Direct Operating Expenses
1. Basis of Presentation
The accompanying historical statement of gross income and direct operating
expenses reflects the revenues and expenses of Post Trace Apartments (the
"Property"). In accordance with Regulation SX, Rule 3-14, depreciation
has been excluded as it is not indicative of depreciation expected to
result in future years. The Property, located in Norcross, Georgia, is a
multifamily housing property owned by the State of California Public
Employees' Retirement System ("CALPERS" or the "Current Owner"). On
October 9, 1997, America First Apartment Investors, L.P. (the Partnership)
and the Current Owner entered into a purchase and sale agreement whereby
the Partnership will acquire the Property.
Rental revenue is recognized when due net of vacancy losses and rental
concessions offered. Other income consists of late fees, garage rentals,
cleaning fees, laundry and vending revenues, cancellation fees and other
charges to tenants.
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 revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
2. Repairs and Maintenance and Property Improvements
Repairs and maintenance and property improvements are expensed as incurred
unless they extend the estimated useful life of the property.
3. Income Taxes
No income tax provision or benefit is recognized in this financial
statement. Income taxes, if any, are reported in the income tax returns
of CALPERS.
4. Management and Property Related Fees
Post Properties, Inc. provides management services to the Property.
Management fees for the twelve months ended June 30, 1997 amounted to
$97,827. Salaries expense as disclosed in the statement, represents
compensation provided to property management personnel employed by Post
Properties, Inc. In addition, Post Landscape Services, a division of Post
Properties, Inc. provides monthly grounds maintenance services to the
property. Fees paid to Post Landscape Services amounted to $50,144 for
the twelve months ended June 30, 1997.
<PAGE> - 7 -
Post Trace Apartments
Statement of Operating Income
For the Six Months Ended June 30, 1997
(Unaudited)
<TABLE>
<S> <C>
Revenues
Rental income $ 965,906
Other income 49,599
------------
1,015,505
------------
Direct Operating Expenses
Personnel 78,006
Promotional 20,418
General expenses 14,910
Utilities 62,936
Building maintenance and repair 56,252
Grounds maintenance 27,709
Management fees 48,314
Taxes, licenses, fees and insurance 112,802
Property improvements 474
------------
421,821
------------
Operating income $ 593,684
============
</TABLE>
<PAGE> - 8 -
Post Trace Apartments
Statement of Operating Income
For the Year Ended December 31, 1996
(Unaudited)
Revenues
Rental income $ 2,030,931
Other income 49,283
------------
2,080,214
------------
Direct Operating Expenses
Personnel 161,335
Promotional 31,713
General expenses 42,663
Utilities 122,116
Building maintenance and repair 100,719
Grounds maintenance 49,768
Management fees 98,742
Taxes, licenses, fees and insurance 207,005
Property improvements 33,431
------------
847,492
------------
Operating income $ 1,232,722
============
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Exhibit 99.02
Pro Forma financial information for the Partnership
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America First Apartment Investors, L.P.
Pro Forma Balance Sheet
June 30, 1997
(Unaudited)
<TABLE>
Pro Forma
Historical Adjustments Pro Forma
--------------- --------------- ---------------
<S> <C> <C> <C>
Assets
Cash and temporary cash investments, at cost
which approximates market value $ 2,129,877 $ (463,206)(a) $ 1,666,671
Investment in tax-exempt mortgage bonds, at
estimated fair value 22,806,526 22,806,526
Investment in real estate, net of accumulated
depreciation 50,747,663 14,016,629 (b) 64,764,292
Interest receivable 139,245 139,245
Other assets 939,792 36,852 (c) 976,644
--------------- --------------- ---------------
$ 76,763,103 $ 13,590,275 $ 90,353,378
=============== =============== ===============
Liabilities and Partners' Capital
Liabilities
Accounts payable $ 1,629,415 $ 90,275 (c) $ 1,719,690
Bonds payable 6,120,000 6,120,000
Line of Credit 12,157,871 13,500,000 (a) 25,657,871
Distribution payable 329,051 329,051
--------------- --------------- ---------------
20,236,337 13,590,275 33,826,612
--------------- --------------- ---------------
Partners' Capital
General Partner 6,448 6,448
Beneficial Unit Certificate Holders 56,520,318 56,520,318
--------------- --------------- ---------------
56,526,766 56,526,766
--------------- --------------- ---------------
$ 76,763,103 $ 13,590,275 $ 90,353,378
=============== =============== ===============
</TABLE>
See accompanying notes to pro forma financial statements.
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America First Apartment Investors, L.P.
Pro Forma Statement of Income
For the Six Months Ended June 30, 1997
(Unaudited)
<TABLE>
Pro Forma
Historical Adjustments Pro Forma
--------------- --------------- ---------------
<S> <C> <C> <C>
Income
Mortgage bond investment income $ 1,053,948 $ 1,053,948
Contingent interest income 290,520 290,520
Rental income 4,024,158 $ 1,015,505 (d) 5,039,663
Interest income temporary cash investments 28,866 28,866
--------------- --------------- ---------------
$ 5,397,492 $ 1,015,505 $ 6,412,997
--------------- --------------- ---------------
Expenses
General and administrative expenses $ 539,163 $ 539,163
Real estate operating expenses 1,805,379 399,742 (e) 2,205,121
Depreciation 810,211 214,072 (f) 1,024,283
Interest expense 547,121 607,500 (g) 1,154,621
--------------- --------------- ---------------
3,701,874 1,221,314 4,923,188
--------------- --------------- ---------------
Net income $ 1,695,618 $ (205,809) $ 1,489,809
=============== =============== ===============
Net income per Beneficial Unit Certificate $ 0.32 $ (0.04) $ 0.28
Weighted average number of shares outstanding 5,212,167 5,212,167 5,212,167
</TABLE>
See accompanying notes to pro forma financial statements.
<PAGE> - 12 -
America First Apartment Investors, L.P.
Pro Forma Statement of Income
For the Year Ended December 31, 1996
(Unaudited)
<TABLE>
Pro Forma
Historical Adjustments Pro Forma
--------------- --------------- ---------------
<S> <C> <C> <C>
Income
Mortgage bond investment income $ 2,107,486 $ 2,107,486
Rental income 5,763,648 $ 2,080,214 (d) 7,843,862
Interest income temporary cash investments 51,557 51,557
--------------- --------------- ---------------
$ 7,922,691 $ 2,080,214 $ 10,002,905
--------------- --------------- ---------------
Expenses
General and administrative expenses $ 1,146,709 $ 1,146,709
Real estate operating expenses 3,047,804 816,904 (e) 3,864,708
Depreciation 1,165,059 428,144 (f) 1,593,203
Interest expense 118,382 1,181,250 (g) 1,299,632
--------------- --------------- ---------------
5,477,954 2,426,298 7,904,252
--------------- --------------- ---------------
Net income $ 2,444,737 $ (346,084)(h) $ 2,098,653
=============== =============== ===============
Net income per Beneficial Unit Certificate $ 0.46 $ (0.07) $ 0.39
Weighted average number of shares outstanding 5,228,895 5,228,895 5,228,895
</TABLE>
See accompanying notes to pro forma financial statements.
<PAGE> - 13 -
America First Apartment Investors, L.P.
Notes to Pro Forma Financial Statements
(Unaudited)
(a) Reflects cash paid by the Partnership and borrowings on the line of credit
used to acquire the property (including acquisition costs).
(b) Reflects the acquisition of the property at cost (including acquisition
costs).
(c) Reflects miscellaneous prepaid expenses and liabilities assumed in
conjunction with the acquisition of the property.
(d) Reflects additional rental income resulting from the acquisition.
(e) Reflects additional real estate operating expenses resulting from the
acquisition. The adjustment reflects the management fees that will be
paid to the new property manager and the Registrant's estimate of property
taxes and insurance.
(f) Reflects depreciation expense on the buildings and improvements.
Buildings and improvements will be depreciated on a straight-line basis
over a period of 27.5 years.
(g) Reflects interest expense on line of credit borrowings of $13,500,000.
<PAGE> - 14 -
