FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
X Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended September 30, 1999 or
Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
Commission File Number: 0-20737
AMERICA FIRST APARTMENT INVESTORS, L.P.
(Exact name of registrant as specified in its charter)
Delaware 47-0797793
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
Suite 400, 1004 Farnam Street, Omaha, Nebraska 68102
(Address of principal executive offices) (Zip Code)
(402) 444-1630
(Registrant's telephone number, including area code)
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 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
<PAGE> - i -
Part I. Financial Information
Item 1. Financial Statements
AMERICA FIRST APARTMENT INVESTORS, L.P.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
Sept. 30, 1999 Dec. 31, 1998
(unaudited)
-------------- --------------
<S> <C> <C>
Assets
Cash and temporary cash investments, at cost which
approximates market value $ 16,114,675 $ 19,694,420
Investment in real estate, net of accumulated depreciation (Note 4) 114,832,698 99,915,375
Other assets 1,697,200 1,908,591
-------------- --------------
$ 132,644,573 $ 121,518,386
============== ==============
Liabilities and Partners' Capital
Liabilities
Accounts payable and accrued expenses (Note 6) $ 4,895,830 $ 4,622,741
Bonds and mortgage notes payable (Note 5) 69,182,476 56,600,662
Distribution payable (Note 3) 372,928 351,163
-------------- --------------
74,451,234 61,574,566
-------------- --------------
Partners' Capital
General Partner 34,399 21,129
Beneficial Unit Certificate Holders
($11.16 per BUC in 1999 and $11.50 in 1998) 58,158,940 59,922,691
-------------- --------------
58,193,339 59,943,820
-------------- --------------
$ 132,644,573 $ 121,518,386
============== ==============
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
<PAGE> - 1 -
AMERICA FIRST APARTMENT INVESTORS, L.P.
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
For the For the For the Nine For the Nine
Quarter Ended Quarter Ended Months Ended Months Ended
Sept. 30, 1999 Sept. 30, 1998 Sept. 30, 1999 Sept. 30, 1998
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Income
Rental income $ 5,545,131 $ 3,413,418 $ 15,312,290 $ 9,760,354
Interest income on temporary cash investments 159,253 495,924 435,942 883,829
Mortgage bond investment income - - - 839,201
--------------- --------------- --------------- ---------------
5,704,384 3,909,342 15,748,232 11,483,384
--------------- --------------- --------------- ---------------
Expenses
Real estate operating expenses 2,699,080 1,614,811 7,175,815 4,615,358
Depreciation 1,111,550 614,274 3,077,413 1,842,821
Interest expense 1,028,895 579,667 2,770,792 1,621,556
General and administrative expenses (Note 6) 334,434 352,414 1,183,636 1,045,825
--------------- --------------- --------------- ---------------
5,173,959 3,161,166 14,207,656 9,125,560
--------------- --------------- --------------- ---------------
Net income 530,425 748,176 1,540,576 2,357,824
Other comprehensive income
Unrealized holding gains arising
during the period - - - 5,748,474
--------------- --------------- --------------- ---------------
Net comprehensive income $ 530,425 $ 748,176 $ 1,540,576 $ 8,106,298
=============== =============== =============== ===============
Net income allocated to:
General Partner $ 16,420 $ 13,624 $ 46,180 $ 42,006
BUC Holders 514,005 734,552 1,494,396 2,315,818
--------------- --------------- --------------- ---------------
$ 530,425 $ 748,176 $ 1,540,576 $ 2,357,824
=============== =============== =============== ===============
Net income, basic and diluted, per BUC $ .10 $ .14 $ .29 $ .44
=============== =============== =============== ===============
Weighted average number of BUCs outstanding 5,212,167 5,212,167 5,212,167 5,212,167
=============== =============== =============== ===============
</TABLE>
The accompanying notes are an integral part of the consolidated statements.
<PAGE> - 2 -
AMERICA FIRST APARTMENT INVESTORS, L.P.
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
(UNAUDITED)
<TABLE>
<CAPTION>
General Beneficial Unit
Partner Certificate Holders Total
------------ ------------------- ---------------
<S> <C> <C> <C>
Partners' Capital
Balance at December 31, 1998 $ 21,129 $ 59,922,691 $ 59,943,820
Net income 46,180 1,494,396 1,540,576
Cash distributions paid or accrued (Note 3)
Income (32,910) (180,734) (213,644)
Return of capital - (3,077,413) (3,077,413)
------------ ------------------- --------------
Balance at September 30, 1999 $ 34,399 $ 58,158,940 $ 58,193,339
============ =================== ===============
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
<PAGE> - 3 -
AMERICA FIRST APARTMENT INVESTORS, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Nine For the Nine
Months Ended Months Ended
Sept. 30, 1999 Sept. 30, 1998
--------------- ---------------
<S> <C> <C>
Cash flows from operating activities
Net income $ 1,540,576 $ 2,357,824
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation 3,077,413 1,842,821
Amortization - 114,029
Decrease (increase) in other assets 379,427 (252,647)
Increase in accounts payable and accrued expenses 273,089 848,188
--------------- ---------------
Net cash provided by operating activities 5,270,505 4,910,215
--------------- ---------------
Cash flows from investing activities
Acquisition of real estate (17,932,029) (20,490,128)
Real estate capital improvements (62,707) (3,135)
Proceeds from disposition of mortgage bond - 18,755,000
--------------- ---------------
Net cash used in investing activities (17,994,736) (1,738,263)
--------------- ---------------
Cash flows from financing activities
Distributions paid (3,269,292) (2,961,457)
Bond issuance and line of credit costs paid (168,036) (265,229)
Principal payments on bonds and mortgage notes payable (393,186) (183,051)
Proceeds from issuance of mortgage notes and bonds payable 12,975,000 13,090,000
--------------- ---------------
Net cash provided by financing activities 9,144,486 9,680,263
--------------- ---------------
Net (decrease) increase in cash and temporary cash investments (3,579,745) 12,852,215
Cash and temporary cash investments at beginning of period 19,694,420 7,879,934
--------------- ---------------
Cash and temporary cash investments at end of period $ 16,114,675 $ 20,732,149
=============== ===============
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 2,694,035 $ 1,339,946
=============== ===============
Supplemental disclosure of non-cash financing activity
Acquisition of real estate through assumption of mortgage note payable - $ 5,754,470
=============== ===============
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
<PAGE> - 4 -
AMERICA FIRST APARTMENT INVESTORS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
(UNAUDITED)
1. Organization
America First Apartment Investors, L.P. (the Partnership) was formed on March
7, 1996, under the Delaware Revised Uniform Limited Partnership Act for the
purpose of acquiring, holding, operating, selling or otherwise dealing with
multifamily residential properties and other types of commercial real estate
and interests therein. The Partnership commenced operations on August 20,
1996, when it merged with America First Tax Exempt Mortgage Fund 2 Limited
Partnership (the Prior Partnership). Under the terms of the merger agreement,
the Partnership was the surviving partnership and effectively took over the
operations of the Prior Partnership. Unit holders of the Prior Partnership
received one Beneficial Unit Certificate (BUC) of the Partnership for each BUC
they held in the Prior Partnership as of the record date. The Prior
Partnership was terminated under the provisions of the Prior Partnership's
Partnership Agreement. The Partnership will terminate on December 31, 2016,
unless terminated earlier under the provisions of its Partnership Agreement.
The General Partner of the Partnership is America First Capital Associates
Limited Partnership Four (AFCA 4).
2. Summary of Significant Accounting Policies
A) Financial Statement Presentation
The consolidated financial statements include the accounts of the
Partnership and its subsidiaries. All significant intercompany
transactions and accounts have been eliminated in consolidation.
The consolidated financial statements of the Partnership are prepared
without audit on the accrual basis of accounting in accordance with
generally accepted accounting principles. The consolidated financial
statements should be read in conjunction with the consolidated and
combined financial statements and notes thereto included in the
Partnership's Annual Report on Form 10-K for the year ended December 31,
1998. In the opinion of management, all normal and recurring adjustments
necessary to present fairly the financial position at September 30, 1999,
and results of operations for all periods presented have been made.
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.
B) Investment in Real Estate
Each real estate property is recorded at the lower of the Partnership's
cost or fair value. The fair value of the real estate is based on
management's best estimate of the net realizable value of the properties
which may differ from the ultimate values realized from these properties.
The net realizable value of the properties is determined based on the
discounted estimated future cash flows from the properties, including
estimated sales proceeds. The carrying value of each property is
periodically reviewed and adjusted when there are significant declines in
the estimated net realizable value. Declines in the net realizable value
are charged to income.
Depreciation of real estate is based on the estimated useful life of the
property (27-1/2 years on multifamily residential apartments and 31-1/2
years on The Exchange at Palm Bay) using the straight-line method.
Depreciation of real estate improvements on The Exchange at Palm Bay is
based on the term of the related tenant lease using the straight-line
method.
<PAGE> - 5 -
AMERICA FIRST APARTMENT INVESTORS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
(UNAUDITED)
C) Revenue Recognition
The Partnership leases multifamily rental units under operating leases
with terms of one year or less. Rental revenue is recognized as earned net
of any vacancy losses and rental concessions offered. Rental income on
commercial property is recognized on a straight-line basis over the term
of each operating lease.
D) Income Taxes
No provision has been made for income taxes since Beneficial Unit
Certificate (BUC) Holders are required to report their share of the
Partnership's taxable income for federal and state income tax purposes.
E) Temporary Cash Investments
Temporary cash investments are invested in short-term debt securities
purchased with an original maturity of three months or less.
F) Net Income per BUC
Net income per BUC has been calculated based on the weighted average
number of BUCs outstanding during each period presented.
G) Reclassifications
Certain prior period amounts have been reclassified to conform with the
current period classification.
H) New Accounting Pronouncement
On January 1, 1999, the Partnership adopted Statement of Position 98-5,
"Reporting on the Costs of Start-Up Activities" (SOP 98-5). SOP 98-5
requires costs of start-up activities and organization costs to be expensed
as incurred. The adoption of SOP 98-5 did not have an impact on the
Partnership's financial statements.
3. Partnership Income, Expenses and Cash Distributions
The Partnership Agreement contains provisions for the distribution of Net
Operating Income, Net Sale Proceeds and Liquidation Proceeds and for the
allocation of income and expenses for tax purposes among AFCA 4 and BUC
Holders.
Cash distributions included in the financial statements represent the actual
cash distributions made during each period and the cash distributions accrued
at the end of each period.
<PAGE> - 6 -
AMERICA FIRST APARTMENT INVESTORS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
(UNAUDITED)
4. Investment in Real Estate
The Partnership's investment in real estate is comprised of the following:
<TABLE>
<CAPTION>
Building
Number and Carrying
Property Name Location of Units Land Improvements Amount
--------------------------------- -------------------- -------- ------------- --------------- -----------------
<S> <C> <C> <C> <C> <C>
Covey at Fox Valley(1) Aurora, IL 216 $ 1,320,000 $ 10,028,338 $ 11,348,338
The Exchange at Palm Bay Palm Bay, FL 72,002(2) 1,296,002 4,055,791 5,351,793
The Park at Fifty Eight(1) Chattanooga, TN 196 231,113 4,122,226 4,353,339
Shelby Heights(1) Bristol, TN 100 175,000 2,952,847 3,127,847
Coral Point(1) Mesa, AZ 336 2,240,000 8,960,000 11,200,000
Park at Countryside(1) Port Orange, FL 120 647,000 2,616,648 3,263,648
The Retreat(3) Atlanta, GA 226 1,800,000 7,315,697 9,115,697
Jackson Park Place(1) Fresno, CA 296 1,400,000 10,709,534 12,109,534
Park Trace Apartments(1) Norcross, GA 260 2,246,000 11,789,810 14,035,810
Littlestone at Village Green (1) Gallatin, TN 200 508,000 10,055,528 10,563,528
St. Andrews at Westwood Apartments(1)Orlando, FL 259 1,617,200 14,262,540 15,879,740
The Hunt Apartments (1) Oklahoma City, OK 216 550,000 7,092,949 7,642,949
Greenbriar Apartments (1) Tulsa, OK 120 648,000 3,701,137 4,349,137
Oakwell Farms Apartments (1) Nashville, TN 414 1,946,000 15,912,676 17,858,676
-----------------
130,200,036
Less accumulated depreciation (15,367,338)
-----------------
Balance at September 30, 1999 $114,832,698
=================
</TABLE>
(1) Property is encumbered as described in Note 5.
(2) Represents square feet.
(3) Property serves as collateral for $12,200,000 of multifamily revenue
refunding bonds issued on Jefferson Place. The Partnership is an
affiliate of the general partner of the partnership which owns Jefferson
Place.
<PAGE> - 7 -
AMERICA FIRST APARTMENT INVESTORS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
(UNAUDITED)
5. Bonds Payable and Mortgage Notes Payables
Bonds and mortgage notes payable were originated by the Partnership through
the issuance of tax-exempt refunding bonds or were originated or assumed by
the Partnership in connection with the acquisition of multifamily housing
properties. Bonds and mortgage notes payable at September 30, 1999, consists
of the following:
<TABLE>
<CAPTION>
Effective Final
Interest Maturity Annual Carrying
Collateral Rate Date Payment Schedule Payments Amount
- ----------------------- --------- -------- ----------------------------------- --------------------- -------------
<S> <C> <C> <C> <C> <C>
Bonds Payable:
The Park at Fifty Eight 6.65% 3/1/2021 semiannual payments of range from $224,000 $ 2,570,000
principal and/or interest to $228,000
are due each March 1 and September 1
Shelby Heights and 6.10% 3/1/2022 semiannual payments of range from $266,000 3,310,000
Park at Countryside principal and/or interest to $276,000
are due each March 1 and September 1
Covey at Fox Valley 5.30% 11/1/2007 semiannual payments of $658,000 12,410,000
and Park Trace Apartments interest are due each May 1
and November 1
Jackson Park Place 5.80% 12/1/2007 monthly payment of $611,901 8,311,080
principal and interest
are due the 1st of each month
Coral Point and 4.96% 3/1/2008 semiannual payments of $650,033 13,090,000
St. Andrews at interest are due each
Westwood Apartments March 1 and September 1
The Hunt Apartments 3.81%(1) 7/1/2004 semiannual payments of interest interest only 6,930,000
are due each Jan. 1 and July 1
Greenbriar Apartments 3.81%(1) 7/1/2004 semiannual payments of interest interest only 3,980,000
are due each Jan. 1 and July 1
-------------
50,601,080
Mortgage Notes Payable:
Littlestone 7.68% 9/15/2005 Monthly payment of $542,921 5,649,861
at Village Green principal and interest
are due the 15th of each month
Oakwell Farms 6.935% 5/01/2009 Monthly payments of principal $1,029,088 12,931,534
Apartments and interest are due the 1st
of each month
-------------
18,581,395
-------------
Balance at September 30, 1999 $ 69,182,475
=============
(1) The bonds payable were reissued on July 13, 1999 and have a variable rate
based on the Bond Market Association (BMA) rate index plus .6%. For the
period from the date the bonds were reissued, July 13, 1999, to
September 30, 1999 the rate averaged 3.81%. The bonds payable are also
collateralized by cash of $1,166,495 and $670,505 for The Hunt Apartments
and Greenbriar Apartments, respectively.
<PAGE> - 8 -
AMERICA FIRST APARTMENT INVESTORS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
(UNAUDITED)
6. Transactions with Related Parties
Substantially all of the Partnership's general and administrative expenses and
certain costs capitalized by the Partnership are paid by AFCA 4 or an
affiliate and reimbursed by the Partnership. The amount of general and
administrative expenses reimbursed to AFCA 4 for the quarter and nine months
ended September 30, 1999, was $115,262 and $756,685, respectively. AFCA 4 or
an affiliate also paid $50,569 and $112,532 for the quarter and nine months
ended September 30, 1999, respectively, in costs capitalized by the
Partnership which were reimbursed by the Partnership. The capitalized costs
were incurred in connection with the acquisition of real estate. The
reimbursed expenses are presented on a cash basis and do not reflect accruals
made at quarter end.
Pursuant to the Limited Partnership Agreement, AFCA 4 is entitled to an
administrative fee from the Partnership based on the original amount of the
mortgage bonds which were foreclosed on by the Partnership and the purchase
price of any additional properties acquired by the Partnership. The amount of
such fees paid to AFCA 4 for the quarter and nine months ended September 30, 1999,
was $193,450 and $546,066, respectively.
Pursuant to the terms of the Limited Partnership Agreement, AFCA 4 is entitled
to receive a property acquisition fee from the Partnership in connection with
the identification, evaluation and acquisition of additional properties and
the financing thereof. AFCA 4 earned acquisition fees of $218,239 during the
nine months ended September 30, 1999 (none during the quarter ended September
30, 1999).
An affiliate of AFCA 4 was retained to provide property management services
for the multifamily properties owned by the Partnership. The fees for
services provided represent the lower of (i) costs incurred in providing
management of the property, or (ii) customary fees for such services
determined on a competitive basis and amounted to $280,724 and $716,483 for
the quarter and nine months ended September 30, 1999, respectively.
<PAGE> - 9 -
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources
The Partnership's principal capital resources at September 30, 1999 consisted
of 13 apartment complexes and one office/warehouse facility which had a
combined depreciated cost of $114,832,698 as of that date. The following table
sets forth certain information regarding the Partnership's real estate as of
September 30, 1999:
</TABLE>
<TABLE>
<CAPTION>
Number Percentage
Number of Units of Units
Property Name Location of Units Occupied Occupied
- ------------------------------- ----------------------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
Jackson Park Place Fresno, CA 296 291 98%
Covey at Fox Valley Aurora, IL 216 209 97%
The Park at Fifty Eight Chattanooga, TN 196 188 96%
Shelby Heights Bristol, TN 100 94 94%
Coral Point Mesa, AZ 336 314 93%
Park at Countryside Port Orange, FL 120 119 99%
The Retreat Atlanta, GA 226 222 98%
Park Trace Apartments Norcross, GA 260 256 98%
Littlestone at Village Green Gallatin, TN 200 192 96%
St. Andrews at Westwood Apartments Orlando, FL 259 247 95%
The Hunt Apartments Oklahoma City, OK 216 214 99%
Greenbriar Apartments Tulsa, OK 120 115 96%
Oakwell Farms Apartments Nashville, TN 414 403 97%
---------- ---------- -----------
2,959 2,864 97%
========== ========== ===========
The Exchange at Palm Bay Palm Bay, FL 72,002(1) 45,109(1) 63%
========== ========== ===========
</TABLE>
(1) Represents square feet.
Four of the apartment complexes and the office/warehouse facility were
acquired by the Partnership through a merger with America First Tax Exempt
Mortgage Fund 2 Limited Partnership (the Prior Partnership) on August 20,
1996. The Partnership also acquired three tax-exempt mortgage bonds secured
by additional apartment complexes as a result of the merger which were
subsequently sold or otherwise disposed of. Eight of the apartment complexes
were purchased by the Partnership since the merger and one property was
acquired through delivery of a deed in lieu of foreclosure of one of the
former tax-exempt bonds that the Partnership held on such property.
The principal sources of funds used by the Partnership to finance the
acquisition of additional apartment complexes are: (i) proceeds from the
issuance of tax exempt mortgage bonds secured by the Partnership's existing
and/or the acquired apartment complexes, (ii) the net proceeds from the sale
or disposition of tax-exempt bonds acquired in the merger with the Prior
Partnership and (iii) the assumption of existing indebtedness or origination
of new debt on properties acquired.
As of September 30, 1999, the Partnership had outstanding borrowings of
$50,601,080 which were originated through the issuance of five fixed rate and
two variable rate tax-exempt mortgage bonds. The principal of four of the
bonds does not amortize and is due in full at maturity. Maturity dates range
from July 2004 to March 2022. The five fixed rate bonds bear interest at
rates ranging from 4.96% to 6.65% per annum. The two variable rate bonds bear
interest at a floating rate based on the Bond Market Association (BMA) index
plus .6% and mature in July 2004. Each bond is a "non-recourse" obligation
that is secured by a first mortgage or deed of trust on one or two of the
Partnership's apartment complexes. Principal and interest payments on the
bonds are made solely from the net cash flow and/or net sale or refinancing
proceeds of the mortgaged properties.
<PAGE> - 10 -
The Partnership also assumed a taxable mortgage loan in connection with the
acquisition of Littlestone at Village Green Apartments. As of September 30,
1999, the outstanding balance of this mortgage loan was $5,649,861. This
mortgage loan bears interest at the rate of 7.68% per annum. The Partnership
also originated a mortgage loan in connection with the acquisition of Oakwell
Farms Apartments. Such mortgage loan bears interest at 6.935% and had a
principal balance of $12,931,534 at September 30, 1999.
In addition to making property acquisitions, the Partnership requires cash to
pay its operating expenses and for periodic distributions to its BUC holders.
On April 1, 1999, the Partnership increased the annual distribution rate from
$.80 per BUC ($.0667 per month) to $.85 per BUC ($.0708 per month) effective
with the April distribution payable in May. The following table sets forth
information regarding cash distributions paid to BUC holders during the
periods shown:
Distributions
Cash distributions paid or accrued per BUC were as follows:
<TABLE>
<CAPTION>
For the Nine For the Nine
Months Ended Months Ended
Sept. 30, 1999 Sept. 30, 1998
--------------- ---------------
<S> <C> <C>
Regular monthly distributions
Income $ .0347 $ .2131
Return of capital .5904 .3536
--------------- ---------------
$ .6251 $ .5667
=============== ===============
Distributions
Paid out of current and prior undistributed cash flow $ .6251 $ .5667
=============== ===============
</TABLE>
The principal sources of cash available for the payment of expenses and
distributions are: (i) net rental revenues generated by the Partnership's
real estate, (ii) interest income earned on temporary investments and (iii)
undistributed cash held by the Partnership. Future distributions to BUC
holders will depend on the amount of net rental income and interest income
earned by the Partnership and the amount of undistributed cash. The
Partnership believes that cash-on-hand and cash provided by net rental income
and interest income will be adequate to meet its projected short-term and
long-term liquidity requirements. Under the terms of its Partnership
Agreement, the Partnership has the authority to enter into short-term and
long-term debt financing arrangements. However, the Partnership currently
does not anticipate entering into such arrangements for purposes of paying
expenses and making distributions. However, in connection with the
acquisition of additional real estate, the Partnership does expect to borrow
additional amounts through the issuance of tax-exempt mortgage bonds,
through the assumption of existing taxable mortgage debt or the origination of
new long-term debt. The Partnership is not authorized to issue additional
BUCs to meet short-term or long-term liquidity requirements.
<PAGE> - 11 -
Asset Quality
It is the policy of the Partnership to make a periodic review of its real
estate and adjust, when necessary, the carrying value of such real estate.
Each real estate property held by the Partnership is recorded at the lower of
cost or fair value. Fair value is based on management's best estimate of the
net realizable value of the properties. The carrying value of each real
estate property owned by the Partnership is adjusted when there are
significant declines in the estimated net realizable value.
Internal property valuations and reviews performed during the nine months
ended September 30, 1999, indicated that the real estate recorded on the
balance sheet at September 30, 1999, required no adjustments to the current
carrying amount.
Results of Operations
The tables below compare the results of operations for each period shown.
<TABLE>
<CAPTION>
For the For the Increase
Quarter Ended Quarter Ended (Decrease)
Sept. 30, 1999 Sept. 30, 1998 From 1998
--------------- --------------- ---------------
<S> <C> <C> <C>
Rental income $ 5,545,131 $ 3,413,418 $ 2,131,713
Interest income on temporary cash investments 159,253 495,924 (336,671)
--------------- --------------- ---------------
5,704,384 3,909,342 1,795,042
--------------- --------------- ---------------
Real estate operating expenses 2,699,080 1,614,811 1,084,269
Depreciation 1,111,550 614,274 497,276
Interest expense 1,028,895 579,667 449,228
General and administrative expenses 334,434 352,414 (17,980)
--------------- --------------- ---------------
5,173,959 3,161,166 2,012,793
--------------- --------------- ---------------
Net income $ 530,425 $ 748,176 $ (217,751)
=============== =============== ===============
</TABLE>
<TABLE>
<CAPTION>
For the Nine For the Nine Increase
Months Ended Months Ended (Decrease)
Sept. 30, 1999 Sept. 30, 1998 From 1998
--------------- --------------- ---------------
<S> <C> <C> <C>
Rental income $ 15,312,290 $ 9,760,354 $ 5,551,936
Interest income on temporary cash investments 435,942 883,829 (447,887)
Mortgage bond investment income - 839,201 (839,201)
--------------- --------------- ---------------
15,748,232 11,483,384 4,264,848
--------------- --------------- ---------------
Real estate operating expenses 7,175,815 4,615,358 2,560,457
Depreciation 3,077,413 1,842,821 1,234,592
Interest expense 2,770,792 1,621,556 1,149,236
General and administrative expenses 1,183,636 1,045,825 137,811
--------------- --------------- ---------------
14,207,656 9,125,560 5,082,096
--------------- --------------- ---------------
Net income $ 1,540,576 $ 2,357,824 $ (817,248)
=============== =============== ===============
</TABLE>
<PAGE> - 12 -
Rental income increased $2,131,713 for the quarter ended September 30, 1999,
compared to the same period in 1998. This increase is primarily attributable
to: (i) a $720,000 increase resulting from the acquisition of Oakwell Farms
Apartments in April 1999 ; (ii) a $507,000 increase resulting from the
acquisition St. Andrews at Westwood Apartments in September 1998; (iii) a
$385,000 increase resulting from the acquisition of Littlestone at Village
Green in September 1998; (iv) a $310,000 increase resulting from the
acquisition of The Hunt Apartments in December 1998; (v) a $180,000 increase
due to the acquisition of Greenbriar Apartments in December 1998, and (vi) a
$30,000 increase in rental income at the Partnership's other properties.
Rental income increased $5,551,936 for the nine months ended September 30,
1999, compared to the same period in 1998. This increase is primarily
attributible to: (i) a $1,663,000 increase resulting from the acquisition of
St. Andrews at Westwood Apartments in September 1998; (ii) a $1,177,000
increase resulting from the acquisition of Oakwell Farms Apartments in April
1999; (iii) a $1,162,000 increase resulting from the acquisition of
Littlestone at Village Green in September 1998; (iv) a $893,000 increase
resulting from the acquisition of The Hunt Apartments in December 1998; (v) a
$548,000 increase due to the acquisition of Greenbriar Apartments in December
1998, and (vi) a $109,000 increase in rental income at the Partnership's other
properties.
Interest income on temporary cash investments decreased $336,671 and
$447,887 for the quarter and nine months ended September 30, 1999,
respectively, compared to the same periods in 1998 due primarily to a decrease
in the average cash balance. The decrease in the average cash balance is
attributable to withdrawals made from Partnership reserves to acquire
additional apartment complexes.
The Partnership earned $839,201 of mortgage bond investment income on its
tax-exempt bond secured by Avalon Ridge during the nine months ended September
30, 1998, of which approximately $436,000 represented past due base interest
which was received in conjunction with the sale of such bond on May 1, 1998.
Due to the sale, the Partnership earned no such income during the quarter and
nine months ended September 30, 1999.
Real estate operating expenses increased $1,084,269 for the quarter ended
September 30, 1999, compared to the same period in 1998. This increase is
attributable to: (i) a $431,000 increase resulting from the acquisition of
Oakwell Farms Apartments in April 1999; (ii) a $264,000 increase resulting
from the acquisition of St. Andrews at Westwood Apartments in September 1998;
(iii) a $169,000 increase from the acquisition of Littlestone at Village Green
in September 1998; (iv) a $116,000 increase resulting from the acquisition of
The Hunt Apartments in December 1998; (v) an $106,000 increase from the
acquisition of Greenbriar Apartments in December 1998, partially offset by (vi)
a $2,000 decrease in real estate operating expenses at the Partnerships other
properties.
Real estate operating expenses increased $2,560,457 for the nine months ended
September 30, 1999, compared to the same period in 1998. This increase is
attributable to: (i) a $751,000 increase resulting from the acquisition of
St. Andrews at Westwood Apartments in September 1998; (ii) a $587,000 increase
resulting from the acquisition of Oakwell Farms Apartments in April 1999;
(iii) a $519,000 increase resulting from the acquisition of Littlestone at
Village Green in September 1998; (iv) a $325,000 increase from the acquisition
of The Hunt Apartments in December 1998; (v) a $286,000 increase from the
acquisition of Greenbriar Apartments in December 1998, and (vi) a $92,000
increase in real estate operating expenses at the Partnerships other
properties.
<PAGE> - 13 -
Depreciation expense increased $497,276 for the quarter ended September 30,
1999, compared to the same period in 1998. This increase is primarily
attributable to: (i) a $151,000 increase resulting from the acquisition of
Oakwell Farms Apartments in April 1999; (ii) a $130,000 increase in
depreciation expense from the acquisition of St. Andrews at Westwood
Apartments in September 1998; (iii) a $119,000 increase resulting from the
acquisition of Littlestone at Village Green in September 1998; (iv) a $62,000
increase resulting from the acquisition of The Hunt Apartments in December
1998; (v) a $32,000 increase in depreciation expense from the acquisition of
Greenbriar Apartments in December 1998; and (vi) a $3,000 increase in
depreciation expenses at the Partnerships other properties.
Depreciation expense increased $1,234,592 for the nine months ended September
30, 1999, compared to the same period in 1998. This increase is primarily
attributable to: (i) a $389,000 increase resulting from the acquisition of
St. Andrews at Westwood Apartments in September 1998; (ii) a $304,000 increase
resulting from the acquisition of Littlestone at Village Green in September
1998; (iii) a $250,000 increase resulting from the acquisition of Oakwell
Farms Apartments in April 1999; (iv) a $190,000 increase in depreciation
expense from the acquisition of The Hunt Apartments in December 1998; (v) a
$99,000 increase in depreciation expense from the acquisition of Greenbriar
Apartments in December 1998; and (vi) a $3,000 increase in depreciation
expense at the Partnerships other properties.
Interest expense increased $449,228 for the quarter ended September 30, 1999,
compared to the same period in 1998. This increase is due to: (i) interest of
$225,000 incurred on the mortgage note payable on Oakwell Farms Apartments;
(ii) interest of $109,000 incurred on the mortgage note payable on
Littlestone at Village Green; (iii) interest of $66,000 incurred on the
bonds payable on The Hunt Apartments; (iv) interest of $38,000 incurred
on the bonds payable on Greenbriar Apartments; (v) an $11,000 increase
in interest expense on the Partnerships other debt obligations.
Interest expense increased $1,149,236 for the nine months ended September 30,
1999, compared to the same period in 1998. This increase is due to: (i)
interest of $390,000 incurred on the mortgage note payable on Oakwell Farms
Apartments; (ii) interest of $328,000 incurred on the mortgage note payable
for Littlestone at Village Green; (iii) interest of $176,000 incurred on the
bonds payable on The Hunt Apartments; (iv) an increase of $175,000 in
interest incurred on the bonds payable for Coral Point of $13,090,000 issued
in April 1998; (v) interest of $105,000 incurred on the bonds payable
on Greenbriar Apartments, partially offset by (vi) a $25,000 decrease in
interest expense on the Partnership's other debt obligations.
General and administrative expenses decreased $17,980 for the quarter ended
September 30, 1999 compared to the same period in 1998. This decrease is
primarily due to: (i) a decrease of $66,000 in salaries and
related expenses and (ii) a decrease of $34,000 in other general
and administrative expenses. These decreases were partially offset by an
increase of $82,000 in administrative fees resulting from the acquisition of
additional properties.
General and administrative expenses increased $137,811 for the nine months
ended September 30, 1999 compared to the same period in 1998. This increase is
primarily due to an increase of $212,000 in administrative fees resulting from
the acquisition of additional properties which were partially offset by: (i)
a decrease of $36,000 in salaries and related expenses, and (ii) a decrease of
$38,000 in other general and administrative expenses.
Funds from operations (net income plus depreciation of real estate assets)
increased approximately $280,000 or 21% for the quarter ended September 30,
1999, compared to the same period in 1998. Excluding the $436,000 of
non-recurring mortgage bond investment income received during the nine months
ended September 30, 1998, as discussed above, funds from operations increased
approximately $853,000 or 23% for the nine months ended September 30, 1999
compared to the same period in 1998.
<PAGE> - 14 -
Year 2000
The Partnership does not own or operate its own computer system and owns no
business or other equipment. However, the operation of the Partnership's
business relies on the computer system and other equipment maintained by
America First Companies L.L.C., the parent company of its general partner
("America First"). In addition, the Partnership has business relationships
with a number of third parties whose ability to perform their obligations to
the Partnership depend on such systems and equipment. Some or all of these
systems and equipment may be affected by the inability of certain computer
programs and embedded circuitry to correctly recognize dates occurring after
December 31, 1999. America First has adopted a plan to deal with this
so-called "Year 2000 problem" with respect to its information technology
("IT") systems, non-IT systems and third party business relationships.
State of Readiness
The IT system maintained by America First consists primarily of personal
computers, most of which are connected by a local area network. All
accounting and other record keeping functions relating to the Partnership that
are conducted in house by America First are performed on this PC-LAN system.
America First does not own or operate any "mainframe" computer systems. The
PC-LAN system runs software programs that America First believes are
compatible with dates after December 31, 1999. America First engaged a third
party computer consulting firm to review and test its PC-LAN system to ensure
that it will function correctly after that date. This process, along with any
necessary remediation or plans for remediation, has been completed. America
First believes any Year 2000 problems relating to its IT systems will be
resolved without significant operational difficulties. However, there can be
no assurance that testing will discover all potential Year 2000 problems or
that it will not reveal unanticipated material problems with the America First
IT systems that will need to be resolved.
Non-IT systems include embedded circuitry such as microcontrollers found in
telephone equipment, security and alarm systems, copiers, fax machines, mail
room equipment, heating and air conditioning systems and other infrastructure
systems that are used by America First in connection with the operation of the
Partnership's business. America First reviewed its non-IT systems along
with the providers that service and maintain these systems, with initial
emphasis being placed on those, such as telephone systems, which have been
identified as necessary to America First's ability to conduct the operation of
the Partnership's business activities. Based on this review, a need for
significant modification or replacement of such "mission critical" systems was
not identified.
The Partnership has no control over the remediation efforts of third parties
with which it has material business relationships and the failure of certain
of these third parties to successfully remediate their Year 2000 issues could
have a material adverse effect on the Partnership. Accordingly, America First
has undertaken the process of contacting each such third party to determine
the state of their readiness for Year 2000. Such parties include, but are not
limited to, the Partnership's transfer and paying agent and the financial
institutions with which the Partnership maintains accounts. America First has
received initial assurances from certain of these third parties that their
ability to perform their obligations to the Partnership are not expected to be
materially adversely affected by the Year 2000 problem. America First will
continue to request updated information from these material third parties in
order to assess their Year 2000 readiness. If a material third party vendor
is unable to provide assurance to America First that it is, or will be, ready
for Year 2000, America First intends to seek an alternative vendor to the
extent practical.
<PAGE> - 15 -
Costs
All of the IT systems and non-IT systems used to conduct the Partnership's
business operations are owned or leased by America First. Under the terms of
its partnership agreement, neither America First nor the Partnership's general
partner may be reimbursed by the Partnership for expenses associated with
their computer systems or other business equipment. Therefore, the costs
associated with the identification, remediation and testing of America First's
IT and non-IT systems will be paid by America First rather than the
Partnership. The Partnership will bear its proportionate share of the costs
associated with surveying the Year 2000 readiness of third parties. However,
the Partnership's share of the costs associated with these activities is
expected to be insignificant. Accordingly, the costs associated with
addressing the Partnership's Year 2000 issues are not expected to have a
material effect on the Partnership's results of operations, financial position
or cash flow.
Year 2000 Risks
The Partnership's general partner believes that the most reasonably likely
worst-case scenario will be that one or more of the third parties with which
it has a material business relationship will not have successfully dealt with
its Year 2000 issues and, as a result, is unable to provide services or
otherwise perform its obligations to the Partnership. For example, if the
Partnership's transfer and paying agent experiences Year 2000-related
difficulties, it may cause delays in making distributions to BUC holders or in
the processing of trading of BUCs. It is also possible that one or more of
the IT and non-IT systems of America First will not function correctly, and
that such problems may make it difficult to conduct necessary accounting and
other record keeping functions for the Partnership. However, based on
currently available information, the general partner does not believe that
there will be any protracted systemic failures of the IT or non-IT systems
utilized by America First in connection with the operation of the
Partnership's business.
Contingency Plans
Because of the progress which America First has made toward achieving Year
2000 readiness, the Partnership has not made any specific contingency plans
with respect to the IT and non-IT systems of America First. In the event of a
Year 2000 problem with its IT system, America First may be required to
manually perform certain accounting and other record-keeping functions.
America First plans to terminate the Partnership's relationships with material
third party service providers that are not able to represent to America First
that they will be able to successfully resolve their material Year 2000 issues
in a timely manner. However, the Partnership will not be able to terminate
its relationships with certain third parties, who may experience Year 2000
problems. The Partnership has no specific contingency plans for dealing with
Year 2000 problems experienced with these third parties.
All forecasts, estimates or other statements in this report relating to the
Year 2000 readiness of the Partnership and its affiliates are based on
information and assumptions about future events. Such "forward-looking
statements" are subject to various known and unknown risks and uncertainties
that may cause actual events to differ from such statements. Important
factors upon which the Partnership's Year 2000 forward-looking statements are
based include, but are not limited to, (a) the belief of America First that
the software used in IT systems is already able to correctly read and
interpret dates after December 31, 1999 and will require little or any
remediation; (b) the ability to identify, repair or replace mission critical
non-IT equipment in a timely manner, (c) third parties' remediation of their
internal systems to be Year 2000 ready and their willingness to test their
systems interfaces with those of America First, (d) no third party system
failures causing material disruption of telecommunications, data transmission,
payment networks, government services, utilities or other infrastructure, (e)
no unexpected failures by third parties with which the Partnership has a
material business relationship and (f) no material undiscovered flaws in
America First's Year 2000 testing process.
<PAGE> - 16 -
Forward Looking Statements
This report contains forward looking statements that reflect management's
current beliefs and estimates of future economic circumstances, industry
conditions, the Partnership's performance and financial results. All
statements, trend analysis and other information concerning possible or
assumed future results of operations of the Partnership and the real estate
investments it has made (including, but not limited to, the information
contained in "Management's Discussion and Analysis of Financial Condition and
Results of Operations"), constitute forward-looking statements. BUC holders
and others should understand that these forward looking statements are subject
to numerous risks and uncertainties and a number of factors could affect the
future results of the Partnership and could cause those results to differ
materially from those expressed in the forward looking statements contained
herein.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
There have been no material changes in the Partnership's market risk since
December 31, 1998.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3. Articles of Incorporation and Bylaws of America First
Fiduciary Corporation Number Eight (incorporated by
reference to Form S-11 Registration Statement filed May 8,
1986, with the Securities and Exchange Commission by
America First Tax Exempt Mortgage Fund 2 Limited
Partnership (Commission File No. 33-5521)).
4(a) Form of Certificate of Beneficial Unit Certificate
incorporated by reference to Exhibit 4.1 to Registration
Statement on Form S-4 (Commission File No. 333-2920) filed
by the Registrant on March 29, 1996).
4(b) Agreement of Limited Partnership of the Registrant
(incorporated by reference to Exhibit 4(b) to Form 8-K
(Commission File No. 0-20737) filed by the Registrant on
August 23, 1996).
10(a) Settlement Agreement among the Registrant and Jackson Park
Place, Artel Farms, Inc., and David A. Dyck dated April
11, 1997 (incorporated herein by reference to Form 10-Q
dated September 30, 1997 filed pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 by America
First Apartment Investors, L.P. (Commission File No.
0-20737)).
10(b) $12,410,000 Promissory Note, dated December 11, 1997,
from Park Trace Apartments Limited Partnership to the City
of Aurora, Illinois (The Covey at Fox Valley Apartment
Project) Series 1997 (incorporated herein by reference to
Form 10-K dated December 31, 1997 filed pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
by America First Apartment Investors, L.P. (Commission
File No. 0-20737)).
10(c) Loan Agreement, dated December 1, 1997, between Park
Trace Apartments Limited Partnership and City of Aurora,
Illinois (The Covey at fox Valley Apartment Project)
Series 1997 (incorporated herein by reference to Form 10-K
dated December 31, 1997 filed pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 by America
First Apartment Investors, L.P. (Commission File No.
0-20737)).
<PAGE> - 17 -
10(d) Indenture of Trust, dated December 1, 1997, between City
of Aurora, Illinois and UMB Bank, National Association
(The Covey at Fox Valley Apartment Project) Series 1997
(incorporated herein by reference to Form 10-K dated
December 31, 1997 filed pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 by America First
Apartment Investors, L.P. (Commission File No.
0-20737)).
10(e) $1,385,000 Promissory Note, dated April 2, 1998, from
Arizona Coral Point Apartments Limited Partnership to The
Industrial Development authority of the county of Maricopa
(Coral Point Apartments Project) Series 1998A and 1998B.
(incorporated herein by reference to Form 10-Q dated
June 30, 1998 filed pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 by America First Apartment
Investors, L.P. (Commission File No. 0-20737))
10(f) $11,705,000 Promissory Note, dated April 2, 1998, from
Arizona Coral Point Apartments Limited Partnership to The
Industrial Development authority of the county of Maricopa
(Coral Point Apartments Project) Series 1998A and 1998B.
(incorporated herein by reference to Form 10-Q dated
June 30, 1998 filed pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 by America First Apartment
Investors, L.P. (Commission File No. 0-20737))
10(g) Loan Agreement, dated March 1, 1998, between The
Industrial Development Authority of the County of Maricopa
and Arizona Coral Point Apartments Limited Partnership
(Coral Point Apartments Project) Series 1998A and 1998B.
(incorporated herein by reference to Form 10-Q dated
June 30, 1998 filed pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 by America First Apartment
Investors, L.P. (Commission File No. 0-20737))
10(h) Indenture of Trust, dated March 1, 1998, between The
Industrial Development Authority of the County of Maricopa
and UMB Bank, N.A. (Coral Point Apartments Project) Series
1998A and 1998B. (incorporated herein by reference to Form
10-Q dated June 30, 1998 filed pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 by America
First Apartment Investors, L.P. (Commission File No.
0-20737))
27. Financial Data Schedule
(b) Reports on Form 8-K
The Registrant did not file a report on Form 8-K during
the quarter for which this report is filed.
<PAGE> - 18 -
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: November 12, 1999 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
<PAGE> - 19 -
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<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 16,114,675
<SECURITIES> 0
<RECEIVABLES> 67,253
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 17,811,875
<PP&E> 130,200,036
<DEPRECIATION> (15,367,338)
<TOTAL-ASSETS> 132,644,573
<CURRENT-LIABILITIES> 4,895,830
<BONDS> 50,601,080
<COMMON> 0
0
0
<OTHER-SE> 58,193,339
<TOTAL-LIABILITY-AND-EQUITY> 132,644,573
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<CGS> 0
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<OTHER-EXPENSES> 11,436,864
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