FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 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)
Securities Registered Pursuant to Section 12(b) of the Act:
None
Securities Registered Pursuant to Section 12(g) of the Act:
Beneficial Unit Certificates representing assignments of limited
partnership interests in America First Apartment Investors, L.P. (the
"BUCs")
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
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Section 229.405 of the chapter) is not contained
herein, and will not be contained, to the best of the registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. [X]
The aggregate market value of the BUCs held by non-affiliates of the
Registrant on March 22, 2000, based upon the final sales price per BUC
reported in The Wall Street Journal on March 23, 2000, was $42,442,678.
DOCUMENTS INCORPORATED BY REFERENCE
None
<PAGE> - i -
TABLE OF CONTENTS
Page
PART I
Item 1. Business 1
Item 2. Properties 2
Item 3. Legal Proceedings 4
Item 4. Submission of Matters to a Vote of Security Holders 4
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters 4
Item 6. Selected Financial Data 5
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 6
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 15
Item 8. Financial Statements and Supplementary Data 15
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure 16
PART III
Item 10. Directors and Executive Officers of the Registrant 16
Item 11. Executive Compensation 18
Item 12. Security Ownership of Certain Beneficial Owners and Management 18
Item 13. Certain Relationships and Related Transactions 18
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 19
SIGNATURES 37
<PAGE> - ii -
PART I
Item 1. Business. America First Apartment Investors, L.P. (the
Registrant or the Partnership) was formed on March 7, 1996, under the Delaware
Revised Uniform Limited Partnership Act for the purpose of acquiring, holding,
operating, selling and otherwise dealing with multifamily real estate and
other types of commercial real estate and interests therein. The Partnership
will pursue its purpose in order to (i) preserve investors' capital and (ii)
provide regular cash distributions to investors.
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. As of the record date established for the Merger, a total
of 5,212,167 Beneficial Unit Certificates (BUCs) representing assigned limited
partnership interests in the Prior Partnership were outstanding. BUC holders
of the Prior Partnership received one BUC in the Partnership for each BUC of
the Prior Partnership outstanding as of the record date.
After completion of the offering of its BUCs in 1986, the Prior
Partnership acquired nine tax-exempt mortgage bonds with an aggregate
principal amount of $90,765,000. These tax-exempt bonds were issued by
various state and local authorities to provide construction and permanent
financing of eight multifamily housing properties and one commercial property
located in eight states. The Prior Partnership subsequently acquired five of
the properties through foreclosure or deed in lieu of foreclosure or through
the acquisition of an indirect ownership interest. The Prior Partnership also
acquired an additional multifamily property which is adjacent to one of the
foreclosed properties that was originally intended to be part of a
consolidated property. These properties, along with three mortgage bonds,
were acquired by the Partnership in connection with the Merger. The other
mortgage bond was repaid by the borrower in 1988. Since the Merger, the
Partnership acquired eight additional multifamily housing properties, one in
1996, two in 1997, four in 1998 and one in 1999. In addition, in 1997, the
Partnership also acquired a property through a deed in lieu of foreclosure on
one of its tax-exempt mortgage bonds. As of December 31, 1999, these
properties had a depreciated book cost of $113,643,708. A description of the
real estate acquired by the Registrant appears in Note 4 of the Notes to the
Consolidated Financial Statements filed in response to Item 8 hereof. For
further information regarding these properties, see Item 7, Management's
Discussion and Analysis of Financial Condition and Results of Operations.
Of the three mortgage bonds acquired by the Partnership in connection
with the Merger, one property was deeded to the Partnership in lieu of
foreclosure on the mortgage bond and the other two mortgage bonds were prepaid
to the Partnership, one each in 1997 and 1998.
The amount of cash received by the Registrant from the real estate is a
function of the net rental revenues generated by the properties owned by the
Partnership. Net rental revenues from a multifamily apartment complex depend
on the rental and occupancy rates of the property and on the level of
operating expenses. Occupancy rates and rents are directly affected by the
supply of, and demand for, apartments in the market areas in which a property
is located. This, in turn, is affected by several factors such as local or
national economic conditions, the amount of new apartment construction and
interest rates on single-family mortgage loans. In addition, factors such as
government regulation (such as zoning laws), inflation, real estate and other
taxes, labor problems and natural disasters can affect the economic operations
of a property.
In each city in which the properties owned by the Registrant are located,
such properties compete with a substantial number of other apartment
complexes. Apartment complexes also compete with single-family housing that
is either owned or leased by potential tenants. The principal method of
competition is to offer competitive rental rates. Such properties also
compete by emphasizing property location, condition and amenities.
The Registrant believes that each of the properties it owns is in
compliance in all material respects with federal, state and local regulations
regarding hazardous waste and other environmental matters and the Registrant
is not aware of any environmental contamination at any of such properties that
would require any material capital expenditure by the Registrant for the
remediation thereof.
<PAGE> - 1 -
The Registrant is engaged in the business of acquiring, holding,
operating and selling real estate acquired. Accordingly, the presentation of
information about industry segments is not applicable and would not be
material to an understanding of the Registrant's business taken as a whole.
The Registrant has no employees. Certain services are provided to the
Registrant by employees of America First Companies L.L.C. which is the general
partner of the general partner of the Registrant, and the Registrant
reimburses America First Companies L.L.C. for such services at cost. The
Registrant is not charged, and does not reimburse, for the services performed
by managers and officers of America First Companies L.L.C..
Item 2. Properties. Properties owned by the Registrant at December 31,
1999 are described in the following table:
<TABLE>
<CAPTION>
Average
Number Square Feet Federal
Property Name Location of Units Per Unit Tax Basis
- -------------------------- ------------------- -------- ----------- ---------------
<S> <C> <C> <C> <C>
Covey at Fox Valley Aurora, IL 216 948 $ 8,814,921
The Park at Fifty Eight Chattanooga, TN 196 876 3,351,227
Shelby Heights Bristol, TN 100 980 2,432,849
Coral Point Mesa, AZ 336 780 9,226,043
Park at Countryside Port Orange, FL 120 720 2,978,248
The Retreat Atlanta, GA 226 855 8,395,236
Jackson Park Place Fresno, CA 296 822 11,091,864
Park Trace Apartments Norcross, GA 260 806 13,091,069
Littlestone at Village Green Gallatin, TN 200 987 10,074,868
St. Andrews at Westwood Apartments Orlando, FL 259 836 15,217,158
The Hunt Apartments Oklahoma City, OK 216 693 7,338,543
Greenbriar Apartments Tulsa, OK 120 666 4,172,588
Oakwell Farms Apartments Nashville, TN 414 800 17,077,699
-------- ---------------
2,959 113,262,313
========
The Exchange at Palm Bay Palm Bay, FL 72,002 (1) 4,211,630
======== ---------------
$ 117,473,943
===============
</TABLE>
(1) Represents square feet.
Depreciation is taken on each property acquired on a straight-line basis
over the estimated useful life of the properties (27-1/2 years on multifamily
residential apartments and 31-1/2 years on The Exchange at Palm Bay).
<PAGE> - 2 -
The average annual occupancy rate and average effective rental rate per
unit or per square foot for each of the properties for each of the last five
years are listed in the following table. Information prior to the dates the
properties were acquired by the Registrant is not available to the Registrant
and accordingly is not presented in the table.
<TABLE>
<CAPTION>
1999 1998 1997 1996 1995
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
COVEY AT FOX VALLEY
Average Occupancy Rate 98% 95% 94% 95% 94%
Average Effective Annual Rental Per Unit $9,406 $8,721 $8,691 $8,574 $8,057
THE PARK AT FIFTY EIGHT
Average Occupancy Rate 96% 95% 97% 96% 97%
Average Effective Annual Rental Per Unit $5,236 $4,940 $4,880 $4,774 $4,937
SHELBY HEIGHTS
Average Occupancy Rate 93% 95% 92% 92% 95%
Average Effective Annual Rental Per Unit $5,663 $5,814 $5,649 $5,653 $5,611
CORAL POINT
Average Occupancy Rate 94% 96% 94% 96% 96%
Average Effective Annual Rental Per Unit $6,130 $6,157 $5,966 $5,825 $5,537
THE EXCHANGE AT PALM BAY
Average Occupancy Rate 63% 80% 65% 56% 43%
Average Effective Annual Rental Per Square Foot $7.77 $8.39 $ 5.85 $ 4.89 $ 3.52
PARK AT COUNTRYSIDE
Average Occupancy Rate 99% 98% 97% N/A (1) N/A
Average Effective Annual Rental Per Unit $6,725 $6,426 $6,086 N/A N/A
JACKSON PARK PLACE
Average Occupancy Rate 99% 97% 93% 93% 96%
Average Effective Annual Rental Per Unit $6,219 $5,891 $5,631 $5,703 $5,773
THE RETREAT
Average Occupancy Rate 97% 97% 94% (2) N/A N/A
Average Effective Annual Rental Per Unit $7,233 $7,044 $6,403 N/A N/A
PARK TRACE APARTMENTS
Average Occupancy Rate 96% 93% 86% (3) N/A N/A
Average Effective Annual Rental Per Unit $7,353 $6,953 $6,717 N/A N/A
LITTLESTONE AT VILLAGE GREEN
Average Occupancy Rate 94% 93%(4) N/A N/A N/A
Average Effective Annual Rental Per Unit $7,286 $1,887 N/A N/A N/A
ST. ANDREWS AT WESTWOOD APARTMENTS
Average Occupancy Rate 95% 96%(5) N/A N/A N/A
Average Effective Annual Rental Per Unit $7,816 $2,337 N/A N/A N/A
THE HUNT APARTMENTS
Average Occupancy Rate 98% 96%(6) N/A N/A N/A
Average Effective Annual Rental Per Unit $5,274 $224 N/A N/A N/A
GREENBRIAR APARTMENTS
Average Occupancy Rate 96% 96%(6) N/A N/A N/A
Average Effective Annual Rental Per Unit $5,755 $267 N/A N/A N/A
OAKWELL FARMS APARTMENTS
Average Occupancy Rate 96%(7) N/A N/A N/A N/A
Average Effective Annual Rental Per Unit $6,568 N/A N/A N/A N/A
</TABLE>
(1) Property was acquired on December 30, 1996.
(2) Based on information from April 10, 1997, the date of acquisition, through
December 31, 1997.
<PAGE> - 3 -
(3) Based on information from October 24, 1997, the date of acquisition,
through December 31, 1997.
(4) Based on information from September 30, 1998, the date of acquisition,
through December 31, 1998.
(5) Based on information from September 18, 1998, the date of acquisition,
through December 31, 1998.
(6) Occupancy rate at December 31, 1998. (Property was acquired on December
17, 1998)
(7) Based on information from April 27, 1999, the date of acquisition, through
December 31, 1999.
In the opinion of the Partnership's management, each of the properties
owned by the Partnership is adequately covered by insurance. For additional
information concerning the properties, see "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and Note 4
to the Partnership's Financial Statements. A discussion of general
competitive conditions to which these properties are subject is included in
Item 1 hereof.
Item 3. Legal Proceedings. There are no material pending legal
proceedings to which the Registrant is a party or to which any of its property
is subject.
Item 4. Submission of Matters to a Vote of Security Holders. No matter
was submitted during the fourth quarter of the fiscal year ended December 31,
1999, to a vote of the Registrant's security holders.
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters.
(a) Market Information. The BUCs trade on the NASDAQ Stock Market under
the trading symbol "APROZ". The following table sets forth the high and low
sale prices for the BUCs for each quarterly period from January 1, 1998,
through December 31, 1999.
<TABLE>
<CAPTION>
1998 High Low
----------- --------- ---------
<S> <C> <C>
1st Quarter $11-3/8 $ 9-3/4
2nd Quarter $10-3/4 $ 9-1/8
3rd Quarter $10-1/2 $ 9-1/8
4th Quarter $10-1/4 $ 8-1/2
1999 High Low
----------- --------- ---------
1st Quarter $ 9-7/8 $ 8-3/4
2nd Quarter $ 9-3/8 $ 7-3/4
3rd Quarter $ 9-1/4 $ 8
4th Quarter $ 9-1/4 $ 7-3/4
</TABLE>
(b) BUC Holders. The approximate number of BUC holders on December 31,
1999, was 2,783.
(c) Distributions. Cash distributions were made on a monthly basis in
1999 and 1998. Effective January 1, 2000, distributions will be made on a
quarterly basis. Total cash distributions paid or accrued to BUC Holders
during the fiscal years ended December 31, 1999, and December 31, 1998,
equaled $4,365,742 and $3,996,688, respectively. The cash distributions paid
or accrued per BUC during the fiscal years ended December 31, 1999, and
December 31, 1998, were as follows:
<TABLE>
<CAPTION>
<PAGE> - 4 -
Per BUC
Year Ended Year Ended
December 31, 1999 December 31, 1998
----------------- -----------------
<S> <C> <C>
Income $ .0414 $ .2464
Return of Capital .7963 .5203
----------------- -----------------
Total $ .8377 $ .7667
================= =================
</TABLE>
See Item 7, Management Discussion and Analysis of Financial Condition
and Results of Operations, for information regarding the sources of funds used
for cash distributions and for a discussion of factors, if any, which may
adversely affect the Registrant's ability to make cash distributions at the
same levels in 2000 and thereafter.
Item 6. Selected Financial Data. Set forth below is selected financial
data for the Partnership which includes the financial data of America First
Apartment Investors, L.P. from August 20, 1996 (the Merger Date), through
December 31, 1999, and America First Tax Exempt Fund 2 Limited Partnership for
periods prior to the Merger Date. The information set forth below should be
read in conjunction with the consolidated Financial Statements and Notes
thereto filed in response to Item 8 hereof.
<TABLE>
<CAPTION>
For the For the For the For the For the
Year Ended Year Ended Year Ended Year Ended Year Ended
Dec. 31, 1999 Dec. 31, 1998 Dec. 31, 1997 Dec. 31, 1996 Dec. 31, 1995
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Rental income $ 20,808,977 $ 14,136,286 $ 9,511,041 $ 5,763,648 $ 5,116,073
Mortgage investment income 178,982 839,201 1,611,956 2,107,486 2,234,610
Contingent interest income - - 290,520 - -
Interest income on temporary cash investments 612,911 919,767 35,532 51,557 55,720
Real estate operating expenses (10,183,433) (6,674,248) (4,514,450) (3,047,804) (2,359,827)
Depreciation (4,150,310) (2,712,145) (1,897,586) (1,165,059) (1,197,490)
Interest expense (3,652,390) (2,352,767) (1,132,494) (118,382) -
Realized loss on disposition of mortgage bond - - (3,000,000) - -
General and administrative expenses (1,548,118) (1,421,998) (1,263,054) (1,146,709) (792,300)
------------- ------------- ------------- ------------- -------------
Net income (loss) $ 2,066,619 $ 2,734,096 $ (358,535) $ 2,444,737 $ 3,056,786
============= ============= ============= ============= =============
Net income (loss), basic and diluted, per
Beneficial Unit Certificate (BUC) $ .38 $ .51 $ (.08) $ .46 $ .57
============= ============= ============= ============= =============
Total cash distributions paid or accrued per BUC $ .8377 $ .7667 $ .7500 $ .7500 $ .7500
============= ============= ============= ============= =============
Investment in real estate, net of accumulated
depreciation (and valuation allowance for 1995) $ 113,643,708 $ 99,915,375 $ 64,267,471 $ 30,199,846 $ 25,890,570
============= ============= ============= ============= =============
Investment in tax-exempt mortgage bonds $ - $ - $ 13,006,526 $ 31,566,526 $ 31,566,526
============= ============= ============= ============= =============
Total assets $ 132,006,540 $ 121,518,386 $ 87,123,522 $ 64,923,401 $ 59,630,449
============= ============= ============= ============= =============
Bonds and mortgage notes payable $ 69,092,444 $ 56,600,662 $ 27,035,000 $ 2,750,000 $ -
============= ============= ============= ============= =============
</TABLE>
<PAGE> - 5 -
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources
The Partnership's principal capital resources at December 31, 1999 consisted
of thirteen apartment complexes and one office/warehouse facility with a
combined depreciated cost of $113,643,708 as of that date. The following table
sets forth certain information regarding the Partnership's real estate as of
December 31, 1999:
<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 296 293 99%
Covey at Fox Valley Aurora, IL 216 205 95%
The Park at Fifty Eight Chattanooga, TN 196 183 93%
Shelby Heights Bristol, TN 100 98 98%
Coral Point Mesa, AZ 336 312 93%
Park at Countryside Port Orange, FL 120 120 100%
The Retreat Atlanta, GA 226 224 99%
Park Trace Apartments Norcross, GA 260 257 99%
Littlestone at Village Green Gallatin, TN 200 190 95%
St. Andrews at Westwood Apartments Orlando, FL 259 253 98%
The Hunt Apartments Oklahoma City, OK 216 215 100%
Greenbriar Apartments Tulsa, OK 120 114 95%
Oakwell Farms Apartments Nashville, TN 414 402 97%
---------- ---------- -----------
2,959 2,866 97%
========== ========== ===========
The Exchange at Palm Bay Palm Bay, FL 72,002(1) 53,591(1) 74%
========== ========== ===========
</TABLE>
(1) Represents square feet.
Five 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. Since the
merger, the Partnership has acquired seven additional properties, one in 1999,
four in 1998 and two in 1997 for a total cost of approximately $82,700,000
($17,900,000 in 1999). In addition, in 1997, the Partnership acquired one
property with a capitalized cost of approximately $12,100,000 through delivery
of a deed in lieu of foreclosure of tax-exempt bonds securing such property.
These acquisitions were financed through: (i) proceeds of approximately
$37,400,000 from the issuance of four tax-exempt mortgage bonds secured by
certain properties acquired in connection with the merger and certain new
properties acquired; (ii) proceeds of approximately $31,000,000 from the sale
or disposition of the remaining two tax-exempt bonds acquired in the merger
and (iii) the origination or assumption of existing indebtedness of
approximately $29,700,000 on three new properties acquired. Included in the
financing amounts is approximately $13,000,000 of debt originated in 1999 in
connection with the aforementioned 1999 property acquisition. The Partnership
anticipates that future property acquisitions will be financed by the
assumption of existing indebtedness on properties to be acquired or the
origination of new debt.
<PAGE> - 6 -
The principal of four of the bonds does not amortize and is due in full at
maturity. As of December 31, 1999, the Partnership had debt obligations under
nine financing arrangements with an aggregate principal balance outstanding of
approximately $69,100,000. Such debt obligations consisted of seven
tax-exempt mortgage bonds with an aggregate principal balance outstanding of
approximately $50,600,000 and two mortgage notes payable with a combined
principal amount outstanding of approximately $18,500,000. Five of the debt
obligations which total approximately $32,700,000 require monthly, semiannual
or annual payments of principal and interest while four bonds with an
aggregate principal amount of approximately $36,400,000 require only
semiannual payments of interest. Maturity dates range from July 2004 to
March 2022. Approximately 84% of the Partnership's financing arrangements are
fixed-rate obligations with a weighted average interest rate of 5.96% at
December 31, 1999. The remaining 16% of the financing arrangements have
variable rates which are based on the Bond Market Association (BMA) rate index
plus .6%. During 1999, such variable rates averaged 4.06%. Each financing
arrangement 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 debt obligations are made solely from the
net cash flow and/or net sale or refinancing proceeds of the mortgaged
properties.
In addition to making property acquisitions, the Partnership requires cash to
pay its operating expenses and for periodic distributions to its BUC holders.
The following table sets forth information regarding cash distributions paid
to BUC holders during the years shown:
<TABLE>
<CAPTION>
For the For the For the
Year Ended Year Ended Year Ended
Dec. 31, 1999 Dec. 31, 1998 Dec. 31, 1997
--------------- --------------- ---------------
<S> <C> <C> <C>
Regular monthly distributions
Income $ .0414 $ .2464 $ . -
Return of capital .7963 .5203 .7500
--------------- --------------- ---------------
$ .8377 $ .7667 $ .7500
=============== =============== ===============
Distributions
Paid out of current and prior undistributed cash flow $ .8377 $ .7667 $ .7500
=============== =============== ===============
</TABLE>
On November 30, 1999, the Partnership announced an increase in the annual
distribution rate from $.85 per BUC to $.90 per BUC effective January 1, 2000
and a change in the distribution frequency from monthly to quarterly. The
first quarterly distribution will be paid on March 30, 2000 to record holders
as of March 15, 2000. Thereafter, quarterly distributions will be made on or
about the fifteenth of the month following the end of the quarter to record
holders as of the last day of such quarter.
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 it holds. The
Partnership believes that the cash provided by net rental income and interest
income, supplemented, if necessary, by cash-on-hand, 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> - 7 -
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.
The fair value of all real estate owned by the Partnership is based on
management's best estimate of the fair value of the properties which
may vary from the ultimate value realized from these properties.
Management reviews each property for impairment whenever events or changes in
circumstances indicate that the carrying value of a property may not be
recoverable. The review of recoverability is based on an estimate of
undiscounted future cash flows expected to result from its use and eventual
disposition. If impairment exists due to the inability to recover the
carrying value of a property, an impairment loss is recorded to the extent
that the carrying value of the property exceeds its estimated value.
Based on the foregoing methodology, valuation and reviews performed during
1999 indicated that the carrying value of the Partnership's real estate
recorded on the balance sheet at December 31, 1999, required no adjustment.
The following sets forth certain information regarding the real estate owned
by the Partnership:
Jackson Park Place
Jackson Park Place Apartments, located in Fresno, California, had an average
occupancy rate of 99% during 1999 compared to 97% in 1998. This property
generated net cash flow, excluding debt service, of $972,000 in 1999 compared
to $907,000 in 1998, an increase of $65,000. Such increase is primarily the
result of the increase in average occupancy as well as rental rate increases.
Tax-exempt refunding bonds collateralized by this property were issued in
December 1997 and bear interest at an effective rate of 5.8%. Debt service
payments on the bonds totaled $598,840 in 1999 and 1998. The
bonds had a principal balance of $8,281,739 at December 31, 1999. The last
principal payment on the underlying mortgage is due on December 1, 2007.
Covey at Fox Valley
Covey at Fox Valley Apartments, located in Aurora, Illinois, had an average
occupancy rate of 98% during 1999 compared to 95% during 1998. This property
generated net cash flow, excluding debt service, of $1,134,000 in 1999
compared to $1,082,000 in 1998, an increase of $52,000. Such increase is
primarily the result of the increase in average occupancy as well as rental
rate increases. Tax-exempt refunding bonds collateralized by this property
and Park Trace Apartments were issued in December 1997 and bear interest at an
effective rate of 5.3%. The $12,410,000 principal amount of the bonds does
not amortize over its term. Debt service on these bonds totaled $657,730 in
1999 compared to $586,476 in 1998. The bonds have a mandatory redemption date
of November 1, 2007.
The Park at Fifty Eight
The Park at Fifty Eight Apartments, located in Chattanooga, Tennessee, had an
average occupancy rate of 96% during 1999 compared to 95% during 1998. This
property generated net cash flow, excluding debt service, of $361,000 in 1999
compared to $350,000 in 1998, an increase of approximately 3%. Such increase
is primarily due to the slight increase in average occupancy and rental rate
increases partially offset by overall increases in real estate operating
expenses. In May 1996, tax-exempt refunding bonds collateralized by this
property were issued. The bonds bear interest at an effective rate of 6.65%.
Debt service on these bonds totaled $222,095 and $225,345 in 1999 and 1998,
respectively. At December 31, 1999, the remaining principal balance of the
bonds was $2,570,000. The final principal payment is due on March 1, 2021.
<PAGE> - 8 -
Shelby Heights
Shelby Heights Apartments, located in Bristol, Tennessee, had an average
occupancy rate of 93% during 1999 compared to 95% in and 1998. This property
generated net cash flow, excluding debt service, of approximately $302,000 in
1999 compared to $350,000 in 1998. The $48,000 or 13.7% decrease in net cash
flow is attributable to the 2% decrease in average occupancy, an increase in
property improvements and an increase in administrative expenses. Tax-exempt
refunding bonds collateralized by this property and Park at Countryside were
issued in March 1997 and bear interest at an effective rate of 6.1%. Debt
service on the bonds totaled $270,845 in 1999 compared to 273,890 in 1998.
The bonds had a remaining principal balance of $3,310,000 at December 31,
1999. The final principal payment is due on March 1, 2022.
Coral Point
Coral Point, located in Mesa, Arizona, had an average occupancy rate of 94%
during 1999 compared to 96% during 1998. This property generated net cash
flow, excluding debt service, of $1,142,000 in 1999 compared to $1,188,000 in
1998. The $46,000 or 3.9% decrease in net cash flow is primarily attributable
to an increase in property improvements in 1999 compared to 1998. Tax-exempt
refunding bonds collateralized by this property and St. Andrews at Westwood
Apartments were issued in April 1998 and bear interest at an effective rate of
4.96%. The $13,090,000 principal amount of the bonds does not amortize over
its term. The bonds have a mandatory redemption date of March 1, 2008. Debt
service on the bonds totaled $650,032 in 1999 compared to 325,016 in 1998.
Park at Countryside
Park at Countryside, located in Port Orange, Florida had an average occupancy
of rate of 99% in 1999 compared to 98% in 1998. Net cash flow, excluding debt
service, of $397,000 generated by this property in 1999 approximated the net
cash flow of $396,000 generated in 1998. Tax-exempt refunding bonds
collateralized by this property and Shelby Heights were issued in March 1997
and bear interest at an effective rate of 6.1%. Debt service on the bonds
totaled $270,845 in 1999 compared to $273,890 in 1998. The bonds had a
remaining principal balance of $3,310,000 at December 31, 1999. The final
principal payment is due on March 1, 2022.
The Retreat
The Retreat, located in Atlanta, Georgia, had an average occupancy rate of 97%
in 1999 and 1998. The property generated net cash flow of $910,000 in 1999
compared to $895,000 in 1998, an increase of approximately 1.6%. This
property collateralizes certain tax-exempt refunding bonds that were issued
July 30, 1997 by Jefferson Place, L.P. The bonds had a principal balance of
$11,735,000 at December 31, 1999.
Park Trace Apartments
Park Trace Apartments, located in Norcross, Georgia, had an average occupancy
of 96% in 1999 compared to 93% in 1998. The property generated net cash flow
excluding debt service, of $1,085,000 in 1999, compared to $1,051,000 in
1998. The $34,000 increase in net cash flow is primarily attributable to the
increase of 3% in average occupancy. Tax-exempt refunding bonds,
collateralized by this property and Covey at Fox Valley, were issued in
December 1997 and bear interest at an effective rate of 5.3%. Debt service on
these bonds totaled $657,730 in 1999 compared to $586,476 in 1998. The bonds
have a mandatory redemption date of November 1, 2007.
The Exchange at Palm Bay
The Exchange at Palm Bay, located in Palm Bay, Florida, is an office/warehouse
facility. This property continues to experience low occupancy due to the
large amount of similar commercial real estate in the surrounding area. The
property's average leased space was 63% in 1999 compared to 80% in 1998. The
property generated operating cash flow of approximately $389,000 in 1999
compared to $452,000 in 1998. The decrease in cash flow is a direct result of
the decrease in average occupancy.
<PAGE> - 9 -
Littlestone at Village Green
Littlestone at Village Green, located in Gallatin, TN, was acquired by the
Partnership on September 18, 1998. The property had an average occupancy rate
of 94% in 1999 compared to 93% in 1998 (from the date of acquisition through
December 31, 1998). This property generated net cash flow, excluding debt
service of $899,000 in 1999 compared to $236,000 in 1998 (from the date of
acquisition through December 31, 1998). The mortgage note payable
collateralized by this property matures on September 15, 2005 and bears
interest at 7.68%. The mortgage note payable had a principal balance of
$5,622,434 at December 31, 1999. Debt service on the mortgage note payable
was $542,921 in 1999.
St. Andrews at Westwood Apartments
St. Andrews at Westwood Apartments, located in Orlando, FL, was acquired by
the Partnership on September 30, 1998. The property had an average occupancy
rate of 95% in 1999 compared to 96% in 1998 (from the date of acquisition
through December 31, 1998) and generated net cash flow, excluding debt
service, of $1,194,000 in 1999 compared to $387,000 in 1998 (from the date of
acquisition through December 31, 1998). Tax-exempt refunding bonds,
collateralized by this property and Coral Point, were issued in April 1998 and
bear interest at an effective rate of 4.96%. The $13,090,000 principal amount
of the bonds does not amortize over its term. The bonds have a mandatory
redemption date of March 1, 2008. Debt service on the bonds totaled $650,032
and $325,016 in 1999 and 1998 respectively.
The Hunt Apartments
The Hunt Apartments, located in Oklahoma City, OK, was acquired by the
Partnership on December 17, 1998. This property had an average occupancy rate
of 98% in 1999 and generated net cash flow, excluding debt service of $742,000
in 1999. This compares to an occupancy rate of 96% at December 31, 1998 and
net cash flow of $47,000 generated in 1998 from the date of acquisition
through December 31, 1998. Bonds payable of $6,930,000 collateralized by this
property were reissued in July 1999. In conjunction with the reissuance,
$1,166,495 in cash was pledged as additional collateral and is therefore
restricted. There was no gain or loss recorded on the reissuance. The
principal amount does not amortize over its term. The Partnership did not
make any service payments on the bonds during 1999. The mortgage note
underlying the bonds payable matures on July 1, 2004.
Greenbriar Apartments
Greenbriar Apartments, located in Tulsa, OK, was acquired by the Partnership
on December 17, 1998. The property had an average occupancy rate of 96%
during 1999 and generated net cash flow, excluding debt service of $346,000 in
1999. This compares to an occupancy rate of 96% at December 31, 1998 and net
cash flow of $31,000 generated in 1998 from the date of acquisition through
December 31, 1998. Bonds payable of $3,980,000 collateralized by this
property were reissued in July 1999. In conjunction with the reissuance,
$670,505 in cash was pledged as additional collateral and is therefore
restricted. There was no gain or loss recorded on the reissuance. The
principal amount does not amortize over its term. The Partnership did not
make any service payments on the bonds during 1999. The mortgage note
underlying the bonds payable matures on July 1, 2004.
Oakwell Farms Apartments
Oakwell Farms Apartments, located in Nashville TN, was acquired by the
Partnership on April 27, 1999. The property had an average occupancy rate
of 96% from the date of acquisition to December 31, 1999. The property
generated net cash flow, excluding debt service on the mortgage note payable
of $1,014,000 from the date of acquisition through December 31, 1999. The
mortgage note payable matures May 1, 2009 and bears interest at 6.935%. The
mortgage note payable had a principal balance of $12,898,271 at December 31,
1999. Debt service on the mortgage note payable was $600,301 in 1999.
<PAGE> - 10 -
Results of Operations
The tables below compare the results of operations for each year shown.
<TABLE>
<CAPTION>
For the For the For the
Year Ended Year Ended Year Ended
Dec. 31, 1999 Dec. 31, 1998 Dec. 31, 1997
--------------- --------------- ---------------
<S> <C> <C> <C>
Rental income $ 20,808,977 $ 14,136,286 $ 9,511,041
Mortgage investment income 178,982 839,201 1,611,956
Contingent interest income - - 290,520
Interest income on temporary cash investments 612,911 919,767 35,532
--------------- --------------- ---------------
21,600,870 15,895,254 11,449,049
--------------- --------------- ---------------
Real estate operating expenses 10,183,433 6,674,248 4,514,450
Depreciation 4,150,310 2,712,145 1,897,586
Interest expense 3,652,390 2,352,767 1,132,494
Realized loss on disposition of mortgage bond - - 3,000,000
General and administrative expenses 1,548,118 1,421,998 1,263,054
--------------- --------------- ---------------
19,534,251 13,161,158 11,807,584
--------------- --------------- ---------------
Net income (loss) $ 2,066,619 $ 2,734,096 $ (358,535)
=============== =============== ===============
</TABLE>
<TABLE>
<CAPTION>
Increase Increase
(Decrease) (Decrease)
From 1998 From 1997
--------------- ---------------
<S> <C> <C>
Rental income $ 6,672,691 $ 4,625,245
Mortgage investment income (660,219) (772,755)
Contingent interest income - (290,520)
Interest income on temporary cash investments (306,856) 884,235
--------------- ---------------
5,705,616 4,446,205
--------------- ---------------
Real estate operating expenses 3,509,185 2,159,798
Depreciation 1,438,165 814,559
Interest expense 1,299,623 1,220,273
Realized loss on disposition of mortgage bond - (3,000,000)
General and administrative expenses 126,120 158,944
--------------- ---------------
6,373,093 1,353,574
--------------- ---------------
Net income (loss) $ (667,477) $ 3,092,631
=============== ===============
</TABLE>
<PAGE> - 11 -
Rental income increased $6,672,691 from 1998 to 1999. This increase was
primarily attributable to: (i) an increase of $1,908,000 from the acquisition
of Oakwell Farms Apartments in April 1999; (ii) a $1,602,000 increase
resulting from the acquisition of St. Andrews at Westwood Apartments in
September 1998; (iii) a $1,182,000 increase resulting from the acquisition of
Littlestone at Village Green in September 1998; (iv) a $1,155,000 increase
resulting from the acquisition of The Hunt Apartments in December 1998; (v) a
$704,000 increase resulting from the acquisition of Greenbriar Apartments in
December 1998; and (vi) an increase of $122,000 at the Partnership's other
properties.
Rental income increased $4,625,245 from 1997 to 1998. This increase was
primarily attributable to: (i) an increase of $1,600,000 for Park Trace due
to the acquisition of Park Trace Apartments in October 1997 as well as an
increase in occupancy; (ii) an increase of $672,000 for Jackson Park Place due
primarily to the acquisition of the property in settlement of the mortgage
bond secured by this property in May 1997 and an increase in average
occupancy; (iii) a $637,000 increase resulting from the acquisition of St.
Andrews at Westwood Apartments in September 1998; (iv) an increase of $551,000
for The Retreat due primarily to the acquisition of this property in April
1997; (v) a $394,000 increase resulting from the acquisition of Littlestone
at Village Green in September 1998; (vi) an increase of $312,000 for Coral
Point due primarily to an increase in occupancy; (vii) a $190,000 increase for
the Exchange at Palm Bay due to an increase in average leased space; (viii) an
increase of $120,000 in rental income at the Partnership's other properties;
(ix) an increase of $79,000 from Covey at Fox Valley due to a slight increase
in the average occupancy rate and rental rate increases and (x) a $70,000
increase resulting from the acquisition of The Hunt Apartments and Greenbriar
Apartments in December 1998.
Mortgage investment income decreased $660,219 from 1998 to 1999. During 1999,
the Partnership earned mortgage investment income of $178,982 on a subordinate
note from Jefferson Place. No such income was earned on the subordinate note
during 1998. During 1998, the Partnership earned mortgage bond investment
income of $839,201 on a tax-exempt mortgage bond collateralized by Avalon
Ridge. Such mortgage bond was sold on May 1, 1998; therefore the Partnership
no longer earns interest income on the mortgage bond.
Mortgage investment income decreased $772,755 from 1997 to 1998. During
1998, the Partnership earned mortgage bond investment income of $839,201 on
its only remaining tax-exempt mortgage bond which was collateralized by Avalon
Ridge. Interest earned in 1998 represented current and a portion of past due
base interest. Such mortgage bond was sold on May 1, 1998. During 1997, the
Partnership earned mortgage bond investment income on three tax-exempt
mortgage bonds, two of which were owned by the Partnership for a partial
year. During 1997, the Partnership earned mortgage bond investment income of
approximately $838,000 on Avalon Ridge and approximately $774,000 on the two
mortgage bonds it owned for a partial year.
During 1997, the Partnership earned contingent interest income of $290,520 on
its investment in a tax-exempt mortgage bond collateralized by Jackson Park
Place. No such income was earned in 1998 or 1999 as the Partnership did not
have an investment in such mortgage bond during 1998 or 1999.
Interest income on temporary cash investments decreased $306,856 from 1998 to
1999 due primarily to the decrease in the average reserve balance as well as a
decrease in the average interest rate earned on the reserve balance. The
decrease in the average cash balance is attributable to withdrawals made from
the Partnership reserves to acquire additional apartment complexes during the
latter part of 1998 and 1999.
Interest income on temporary cash investments increased $884,235 from 1997 to
1998 due primarily to an increase in the average reserve balance. Additions
made to the Partnership reserves during 1997 and 1998 were attributable
primarily to the temporary investment of proceeds from the offerings of
multifamily housing revenue refunding bonds and proceeds received from the
disposition of the Avalon Ridge mortgage bond.
<PAGE> - 12 -
Real estate operating expenses increased $3,509,185 from 1998 to 1999. This
increase is attributable to: (i) a $992,000 increase resulting primarily from
the acquisition of Oakwell Farms Apartments in April 1999; (ii) a $797,000
increase resulting primarily from the acquisition of St. Andrews at Westwood
Apartments in September 1998; (iii) a $580,000 increase due to the acquisition
of Littlestone at Village Green in September 1998; (iv) a $458,000 increase
resulting primarily from the acquisition of The Hunt Apartments in December
1998; (v) a $395,000 increase due to the acquisition of Greenbriar Apartments
in December 1998; (vi) a $117,000 increase in operating expenses for Coral
Point due primarily to an increase in property improvements, administrative
expenses and property taxes; and (vii) an overall increase of $170,000 in real
estate operating expenses at the Partnership's other properties.
Real estate operating expenses increased $2,159,798 from 1997 to 1998.
Excluding property tax refunds of approximately $180,000 received by Covey at
Fox Valley during 1997, real estate operating expenses increased $1,979,798
from 1997 to 1998. This increase is attributable to: (i) a $726,000 increase
resulting primarily from the acquisition of Park Trace Apartments in October
1997; (ii) a $422,000 increase resulting primarily from the acquisition of
Jackson Park Place in May 1997; (iii) a $269,000 increase due to the
acquisition of St. Andrews at Westwood Apartments in September 1998; (iv) a
$249,000 increase resulting primarily from the acquisition of The Retreat in
April 1997; (v) a $158,000 increase due to the acquisition of Littlestone at
Village Green in September 1998; (vi) a $7,000 increase due to the
acquisition of The Hunt Apartments and Greenbriar Apartments in December 1998
and (vii) an increase of $149,000 in real estate operating expenses at the
Partnership's other properties.
Depreciation expense increased $1,438,165 from 1998 to 1999 primarily
attributable to: (i) a $381,000 increase resulting from the acquisition of
Oakwell Farms Apartments in April 1999; (ii) a $372,000 increase resulting
from the acquisition of St. Andrews at Westwood Apartments in September 1998;
(iii) a $307,000 increase resulting from the acquisition of Littlestone at
Village Green in September 1998; (iv) a $248,000 increase resulting from the
acquisition of The Hunt Apartments in December 1998; (v) a $127,000 increase
resulting from the acquisition of the Greenbriar Apartments in December 1998;
and (vi) a $3,000 increase on the Partnership's other properties.
Depreciation expense increased $814,559 from 1997 to 1998 primarily
attributable to: (i) a $357,000 increase resulting from the acquisition of
Park Trace Apartments in October 1997; (ii) a $147,000 increase resulting from
the acquisition of St. Andrews at Westwood Apartments in September 1998; (iii)
a $129,000 increase resulting from the acquisition of Jackson Park Place in
May 1997; (iv) a $93,000 increase resulting from the acquisition of
Littlestone at Village Green in September 1998; (v) a $67,000 increase
resulting from the acquisition of The Retreat in April 1997; (vi) a $15,000
increase resulting from the acquisition of The Hunt Apartments and Greenbriar
Apartments in December 1998; and (vii) a $7,000 increase on the Partnership's
other properties.
Interest expense increased $1,299,623 from 1998 to 1999 primarily attributable
to: (i) $608,000 of interest expense incurred on the mortgage note payable for
Oakwell Farms Apartments originated in April 1999; (ii) a $344,000 increase
due to the assumption of the mortgage loan on Littlestone at Village Green in
September 1998; (iii) a $382,000 increase on bonds payable and/or mortgage
loans on The Hunt Apartments and Greenbriar Apartments assumed by the
Partnership in December 1998 and reissued in July 1999; (iv) a $139,000
increase on bonds payable issued in April 1998; offset by (v) a decrease of
$173,000 in interest expense on the Partnership's other obligations due to the
pay down of principal on such obligations.
Interest expense increased $1,220,273 from 1997 to 1998 and is primarily
attributable to: (i) a $726,000 increase on bonds payable of $12,410,000
issued in December 1997; (ii) a $554,000 increase on bonds payable of
$8,505,000 issued in December 1997; (iii) a $511,000 increase on bonds payable
issued in April 1998; (iv) a $92,000 increase in interest expense due to the
assumption of the mortgage loan on Littlestone at Village Green in September
1998; (v) a $45,000 increase on bonds payable issued in March 1997; (vi) a
$15,000 increase due to the assumption of the mortgage loans on The Hunt
Apartments and Greenbriar Apartments in December 1998. These increases were
partially offset by a reduction in interest of approximately $723,000
resulting from the reduction of the average amount borrowed by the Partnership
on a line of credit used to acquire new properties.
<PAGE> - 13 -
During 1997, the Partnership realized a loss of $3,000,000 in connection with
the payoff of its investment in a tax-exempt mortgage bond on Jefferson
Place. No such loss was incurred in 1999 or 1998.
General and administrative expenses increased $126,120 from 1998 to 1999.
This increase is primarily due to an increase of approximately $255,000 in
administrative fees resulting from the acquisition of additional properties
during 1998 and 1999 offset by a decrease of approximately $26,000 in
professional fees and net decreases of approximately $103,000 in other general
and administrative expenses.
General and administrative expenses increased $158,944 from 1997 to 1998.
This increases is primarily due to an increase of approximately $132,000
in administrative fees resulting from the acquisition of additional properties
during 1997 and 1998 and net increases of approximately $27,000 in other
general and administrative expenses.
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. To date, the
Partnership has not experienced any significant problems with such systems and
equipment arising from the inability of computer programs and embedded
circuitry to correctly recognize dates occurring after December 31, 1999.
Although the Partnership does not anticipate that so-called "Year 2000
problems" will surface, there can be no assurance that such problems will not
arise. The Partnership has not incurred any significant costs in rectifying
Year 2000 problems.
<PAGE> - 14 -
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. These factors include local and national economic conditions, the
amount of new construction, interest rates on single-family home mortgages,
government regulation, price inflation, the level of real estate and other
taxes imposed on the properties, labor problems and natural disasters.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
The Partnership's primary market risk exposure is interest rate risk. The
Partnership's exposure to market risk for changes in interest rates relates
primarily to its long-term borrowings used to fund expansion of the
Partnership's real estate portfolio. The Partnership's interest rate risk
management objective is to limit the impact of interest rate changes on
earnings and cash flows and to lower its overall borrowing costs. To achieve
its objectives, the Partnership borrows primarily at fixed rates and may enter
into derivative financial instruments, such as an interest rate swap, in order
to mitigate its interest rate risk on the fixed rate borrowings. The
Partnership does not enter into derivative instrument transactions for
speculative purposes.
At December 31, 1999, the majority (approximately 84%) of the Partnership's
long-term borrowings consisted of fixed-rate financing. The remaining 16%
consisted of variable-rate financing obtained through an interest rate swap
transaction. The Partnership had no short-term financing at December 31,
1999.
The table below presents principal amounts and weighted average interest rates
by year of maturity for the Partnership's borrowings:
<TABLE>
<CAPTION>
Principal Weighted Average
Maturity Amount Interest Rate
------------ ----------------- -----------------
Fixed Rate Borrowings <C> <C> <C>
2000 $ 505,769 5.96%
2001 542,126 5.96%
2002 575,355 5.95%
2003 610,593 5.94%
2004 697,982 5.93%
Thereafter 55,250,619 5.96%
Variable-Rate Borrowings 2004 10,910,000 4.06%
The estimated aggregate fair value of the Partnership's borrowings was
$66,163,651 at December 31, 1999.
</TABLE>
As the table above incorporates only those exposures that existed as of
December 31, 1999, it does not consider those exposures or positions that
could arise after that date. Moreover, because future commitments are not
presented in the table above, the information presented has limited predictive
value. As a result, the Partnership's ultimate economic impact with respect
to interest rate fluctuations will depend on the exposures that arise during
the period, the Partnership's risk mitigating strategies at that time and
interest rates.
Item 8. Financial Statements and Supplementary Data. The Financial
Statements and supporting schedules of the Registrant are set forth in Item 14
hereof and are incorporated herein by reference.
<PAGE> - 15 -
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure. There were no disagreements with the Registrant's
independent accountants on accounting principles and practices or financial
disclosure during the fiscal years ended December 31, 1999 and 1998.
The information required by this Item 9 relating to a change in accountants
has been previously reported (as that term is defined by Rule 12a-2 of the
Exchange Act) with the Commission by the Partnership on its Current Report on
Form 8-K dated December 15, 1998, as amended, and is hereby incorporated by
reference.
PART III
Item 10. Directors and Executive Officers of the Registrant. The
Registrant has no directors or officers. Management of the Registrant
consists of the general partner of the Registrant, America First Capital
Associates Limited Partnership Four ("AFCA"), and its general partner, America
First Companies L.L.C. The following individuals are managers and officers of
America First Companies L.L.C., and each serves for a term of one year:
<TABLE>
<CAPTION>
Name Position Held Position Held Since
- ----------------------- -------------------------- -----------------------
<S> <C> <C>
Michael B. Yanney Chairman of the Board, 1987
President, Chief Executive
Officer and Manager
Michael Thesing Vice President, Secretary, 1987
Treasurer and Manager
William S. Carter, M.D. Manager 1994
Martin A. Massengale Manager 1994
Alan Baer Manager 1994
Gail Walling Yanney Manager 1996
Mariann Byerwalter Manager 1997
Lisa Yanney Roskens Manager 1999
</TABLE>
Michael B. Yanney, 66, has served as the Chairman, President and Chief
Executive Officer of America First Companies L.L.C. and its predecessors since
1984. From 1977 until the organization of the first such fund in 1984, Mr.
Yanney was principally engaged in the ownership and management of commercial
banks. Mr. Yanney also has investments in private corporations engaged in a
variety of businesses. From 1961 to 1977, Mr. Yanney was employed by Omaha
National Bank and Omaha National Corporation (now part of U.S. Bank), where he
held various positions, including the position of Executive Vice President and
Treasurer of the holding company. Mr. Yanney also serves as a member of the
boards of directors of Burlington Northern Santa Fe Corporation, Forest Oil
Corporation, Level 3 Communications, Inc., Freedom Communications, Inc.,
Magnum Resources, Inc., America First Mortgage Investments, Inc., RCN
Corporation, Rio Grande Medical Technologies, Inc., Mid-America Apartment
Communities, Inc. and Telecom Technologies, Inc. Mr. Yanney is the husband of
Gail Walling Yanney and the father of Lisa Yanney Roskens.
Michael Thesing, 45, has been Vice President and Chief Financial Officer
of affiliates of America First Companies L.L.C. since July 1984. He serves as
President of America First Investment Advisors, L.L.C. and is a member of the
Board of Managers of America First Companies L.L.C. and America First
Investment Advisors, L.L.C. From January 1984 until July 1984 he was employed
by various companies controlled by Mr. Yanney. He was a certified public
accountant with Coopers & Lybrand from 1977 through 1983.
William S. Carter, M.D., 73 is a retired physician. Dr. Carter
practiced medicine for 30 years in Omaha, Nebraska, specializing in
otolaryngology (disorders of the ears, nose and throat).
<PAGE> - 16 -
Martin A. Massengale, 66 is President Emeritus of the University of
Nebraska, Director of the Center for Grassland Studies and Foundation
Distinguished Professor. Prior to becoming President in 1991, he served as
Interim President from 1989, as Chancellor of the University of Nebraska
Lincoln from 1981 until 1991 and as Vice Chancellor for Agriculture and
Natural Resources from 1976 to 1981. Prior to that time, he was a professor
and associate dean of the College of Agriculture at the University of
Arizona. Dr. Massengale currently serves on the board of directors of Woodmen
Accident & Life Insurance Company and IBP, Inc. and is a member of the Board
of Trustees of the Great Plains Funds, Inc.
Alan Baer, 77 is presently Chairman of Alan Baer & Associates, Inc., a
management company located in Omaha, Nebraska. He is also Chairman of Lancer
Hockey, Inc., Baer Travel Services, Wessan Telemarketing, Total Security
Systems, Inc. and several other businesses. Mr. Baer is the former Chairman
and Chief Executive Officer of the Brandeis Department Store chain which,
before its acquisition, was one of the larger retailers in the Midwest.
Mr. Baer has also owned and served on the board of directors of several banks
in Nebraska and Illinois.
Gail Walling Yanney, 63, is a retired physician. Dr. Walling practiced
anesthesia and was most recently the Executive Director of the Clarkson
Foundation until October of 1995. In addition, she was a director of FirsTier
Bank, N.A., Omaha prior to its merger with First Bank, N.A.. Ms. Yanney is
the wife of Michael B. Yanney and the mother of Lisa Yanney Roskens.
Mariann Byerwalter, 39, is Vice President of Business Affairs and Chief
Financial Officer of Stanford University. Ms. Byerwalter was Executive Vice
President of America First Eureka Holdings, Inc. ("AFEH") and EurekaBank from
1988 to January 1996. Ms. Byerwalter was Chief Financial Officer and Chief
Operating Officer of AFEH, and Chief Financial Officer of EurekaBank from 1993
to January 1996. She was an officer of BankAmerica Corporation and its
venture capital subsidiary from 1984 to 1987. She served as Vice President
and Executive Assistant to the President of Bank of America and was a Vice
President in the bank's Corporate Planning and Development Department. Ms.
Byerwalter currently serves on the board of directors of Redwood Trust, Inc.,
SRI International, Stanford Management Company and Stanford Hospitals and
Clinics.
Lisa Yanney Roskens, 33 is a Managing Director of Twin Compass, LLC, a
small business consulting firm. From 1997 to 1999, Ms. Roskens was employed
by Inacom Corporation, where she held the position of Director of Business
Development and Director of Field Services Development. From 1995 to 1997,
Ms. Roskens served as Finance Director for the U.S. Senate campaign of Senator
Charles Hagel of Nebraska. From 1992 to 1995, Ms. Roskens was an attorney
with the Kutak Rock law firm in Omaha, Nebraska, specializing in commercial
litigation. Ms. Roskens is the daughter of Michael Yanney and Gail Walling
Yanney.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the
managers and executive officers of the parent company of the Registrant's
General Partners and persons who beneficially own more than 10% of the
Registrant's BUCs to file reports of their ownership of BUCs with the
Securities and Exchange Commission (the "SEC"). Such executive officers,
managers and BUC holders are required by SEC regulation to furnish the
Registrant with copies of all Section 16(a) reports they file. Based solely
upon review of the copies of such reports received by the Registrant and
written representations from each such person who did not file an annual
report with the SEC (Form 5) that no other reports were required, the
Registrant believes that there was compliance for the fiscal year ended
December 31, 1999 with all Section 16(a) filing requirements applicable to
such executive officers, managers and beneficial owners of BUCs.
<PAGE> - 17 -
Item 11. Executive Compensation. Neither the Registrant nor AFCA has
any managers or officers. Certain services are provided to the Registrant by
managers and officers of America First Companies L.L.C. (the general partner
of AFCA). None of the managers or executive officers of America First
Companies L.L.C. receive compensation from the Registrant and AFCA receives no
reimbursement from the Registrant for any portion of their salaries.
Remuneration paid by the Registrant to AFCA pursuant to the terms of its
limited partnership agreement during the year ended December 31, 1999, is
described in Note 8 of the Notes to Consolidated Financial Statements filed in
response to Item 8 hereof.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
(a) No person is known by the Registrant to own beneficially more than 5%
of the Registrant's BUCs.
(b) William S. Carter owns 10,600 units, Michael Yanney indirectly owns
13,750 units and Gail Walling Yanney and Lisa Yanney Roskens jointly
indirectly own 7,450 units. No other manager or officer of America First
Companies L.L.C. and no partner of AFCA owns any BUCs.
(c) There are no arrangements known to the Registrant, the operation of
which may at any subsequent date result in a change in control of the
Registrant.
Item 13. Certain Relationships and Related Transactions. The general
partner of the Registrant is AFCA and the sole general partner of AFCA is
America First Companies L.L.C.
Except as described herein, the Registrant is not a party to any
transaction or proposed transaction with AFCA, America First Companies, L.L.C.
or with any person who is: (i) a manager or executive officer of America
First Companies L.L.C. or any general partner of AFCA; (ii) a nominee for
election as a manager of America First Companies L.L.C.; (iii) an owner of
more than 5% of the BUCs; or, (iv) a member of the immediate family of any of
the foregoing persons.
During 1999, the Registrant paid or reimbursed AFCA or America First
Companies L.L.C. $1,008,288 for certain costs and expenses incurred in
connection with the operation of the Registrant. These costs and expenses
included legal and accounting fees and investor communication costs, such as
printing and mailing charges, and costs incurred in connection with the
acquisition of real estate and the offering of multifamily housing refunding
bonds. See Note 7 to Notes to Consolidated Financial Statements filed in
response to Item 8 hereof for a description of these costs and expenses.
Pursuant to the Limited Partnership Agreement, AFCA is entitled to an
administrative fee from the Partnership based on the original amount of the
mortgage bonds which were foreclosed on and the purchase price of any
additional properties acquired by the Partnership. The amount of such fee
paid to AFCA 4 was $739,516 in 1999.
AFCA is entitled to receive a property acquisition fee from the
Registrant in connection with the identification, evaluation and acquisition
of additional properties and the financing thereof. The Registrant paid
acquisition fees of $218,239 to AFCA during 1999.
America First Properties Management Company, L.L.C. (the "Manager") was
retained to provide property management services with respect to the
day-to-day operation of the multifamily properties owned or financed by the
Partnership. The property management agreements provide that the Manager is
entitled to receive a management fee equal to a stated percentage of the gross
revenues generated by the property under management. Management fees payable
to the Manager range from 4% to 4.5% of gross revenues. Because the Manager
is an affiliate of AFCA, the management fees payable by the Registrant to the
Manager may not exceed the lesser of (i) the rates that the Registrant would
pay an unaffiliated manager for similar services in the same geographic
location or (ii) the Manager's actual cost for providing such services.
During the year ended December 31, 1999, the Registrant paid the Manager
property management fees of $970,998.
<PAGE> - 18 -
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form
8-K. (a) The following documents are filed as part of this report:
1. Financial Statements of the Registrant. The following
financial statements of the Registrant are included in response
to Item 8 of this report:
Independent Auditors' Reports.
Consolidated Balance Sheets of the Registrant as of December 31,
1999, and December 31, 1998.
Consolidated Statements of Income (Loss) and Comprehensive Income
of the Registrant for the years ended December 31, 1999,
December 31, 1998, and December 31, 1997.
Consolidated Statements of Partners' Capital of the Registrant
for the years ended December 31, 1999, December 31, 1998, and
December 31, 1997.
Condolidated Statements of Cash Flows of the Registrant for the
years ended December 31, 1999, December 31, 1998, and
December 31, 1997.
Notes to Consolidated Financial Statements of the Registrant.
Schedule III--Real Estate and Accumulated Depreciation for the
year ended December 31, 1999.
2. Financial Statement Schedules. The information required to be
set forth in the financial statement schedule is included in
the Financial Statements filed in response to Item 8 hereof.
3. Exhibits. The following exhibits were filed as required by
Item 14(c) of this report. Exhibit numbers refer to the
paragraph numbers under Item 601 of Regulation S-K:
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 June 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 Securities Exchange Act of 1934 by
America First Apartment Investors, L.P. (Commission File
No. 0-20737)).
<PAGE> - 19 -
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
Securities Exchange Act of 1934 by America First Apartment
Investors, L.P. (Commission File No. 0-20737)).
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 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))
21. Subsidiaries of the Registrant
24. Power of Attorney.
27. Financial Data Schedule
(b) The Registrant did not file any reports on Form 8-K during the
last quarter of the period covered by this report.
<PAGE> - 20 -
INDEPENDENT AUDITORS' REPORT
To the Partners
America First Apartment Investors L.P.:
We have audited the accompanying consolidated balance sheets of America First
Apartment Investors L.P. and subsidiaries as of December 31, 1999 and 1998,
and the related consolidated statements of income and comprehensive income,
partners' capital and cash flows for the years then ended. These consolidated
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these consolidated financial
statements based on our audit.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
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.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of America
First Apartment Investors L.P. and subsidiaries at December 31, 1999 and 1998
and the results of their operations and their cash flows for the years then
ended, in conformity with generally accepted accounting principles.
Omaha, Nebraska
March 3, 2000 /s/KPMG LLP
To the Partners
America First Apartment Investors L.P.:
Under date of March 2000, we reported on the consolidated balance sheets of
America First Apartment Investors L.P. and subsidiaries as of December 31,
1999 and 1998, and the related consolidated statements of income and
comprehensive income, partners' capital and cash flows for the years then
ended. In connection with our audit of the aforementioned consolidated
financial statements, we have also audited the related financial statement
schedule as listed in Item 14. This financial statement schedule is the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on this financial statement schedule based on our audit.
In our opinion, the financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.
Omaha, Nebraska
March 3, 2000 /s/KPMG LLP
<PAGE> - 21 -
INDEPENDENT ACCOUNTANTS' REPORT
To the Partners
America First Apartment Investors L.P.:
We have audited the accompanying consolidated statements of income (loss) and
comprehensive income, partners' capital and cash flows of America First
Apartment Investors L.P. for the year ended December 31, 1997. These
consolidated financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these consolidated
financial statements 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 statements are free of
material misstatements. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
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.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the results of operations and cash
flows of America First Apartment Investors L.P. for the year ended December
31, 1997, in conformity with generally accepted accounting principles.
Omaha, Nebraska
March 26, 1998 /s/Pricewaterhouse Coopers LLP
---------------------------------
Coopers and Lybrand L.L.P.
<PAGE> - 22 -
AMERICA FIRST APARTMENT INVESTORS, L.P.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
Dec. 31, 1999 Dec. 31, 1998
-------------- --------------
<S> <C> <C>
Assets
Cash and temporary cash investments, at cost which
approximates market value
Unrestricted $ 14,436,672 $ 19,694,420
Restricted (Note 5) 1,837,000 -
Investment in real estate, net of accumulated depreciation (Note 4) 113,643,708 99,915,375
Other assets 2,089,160 1,908,591
-------------- --------------
$ 132,006,540 $ 121,518,386
============== ==============
Liabilities and Partners' Capital
Liabilities
Accounts payable and accrued expenses (Note 7) $ 4,940,569 $ 4,622,741
Bonds and mortgage notes payable (Note 5) 69,092,444 56,600,662
Distribution payable (Note 3) 372,928 351,163
-------------- --------------
74,405,941 61,574,566
-------------- --------------
Partners' Capital
General Partner 39,200 21,129
Beneficial Unit Certificate Holders
($11.04 per BUC in 1999 and $11.50 in 1998) 57,561,399 59,922,691
-------------- --------------
57,600,599 59,943,820
-------------- --------------
$ 132,006,540 $ 121,518,386
============== ==============
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
<PAGE> - 23 -
AMERICA FIRST APARTMENT INVESTORS, L.P.
CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME
<TABLE>
<CAPTION>
For the For the For the
Year Ended Year Ended Year Ended
Dec. 31, 1999 Dec. 31, 1998 Dec. 31, 1997
-------------- -------------- --------------
<S> <C> <C> <C>
Income
Rental income $ 20,808,977 $ 14,136,286 $ 9,511,041
Mortgage investment income (Note 6) 178,982 839,201 1,611,956
Contingent interest income (Note 6) - - 290,520
Interest income on temporary cash investments 612,911 919,767 35,532
-------------- -------------- --------------
21,600,870 15,895,254 11,449,049
-------------- -------------- --------------
Expenses
Real estate operating expenses 10,183,433 6,674,248 4,514,450
Depreciation 4,150,310 2,712,145 1,897,586
Interest expense 3,652,390 2,352,767 1,132,494
Realized loss on disposition of mortgage bond - - 3,000,000
General and administrative expenses (Note 7) 1,548,118 1,421,998 1,263,054
-------------- -------------- --------------
19,534,251 13,161,158 11,807,584
-------------- -------------- --------------
Net income (loss) 2,066,619 2,734,096 (358,535)
Other comprehensive income:
Unrealized gains on securities
Unrealized holding gains arising during the year - 5,748,474 -
Plus: reclassification adjustment for losses included in net income - - 3,000,000
-------------- -------------- --------------
- 5,748,474 3,000,000
-------------- -------------- --------------
Net comprehensive income $ 2,066,619 $ 8,482,570 $ 2,641,465
============== ============== ==============
Net income (loss) allocated to:
General Partner $ 62,169 $ 54,463 $ 42,485
BUC Holders 2,004,450 2,679,633 (401,020)
-------------- -------------- --------------
$ 2,066,619 $ 2,734,096 $ (358,535)
============== ============== ==============
Net income (loss), basic and diluted, per BUC $ .38 $ .51 $ (.08)
============== ============== ==============
Weighted average number of BUCs outstanding 5,212,167 5,212,167 5,212,167
============== ============== ==============
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
<PAGE> - 24 -
AMERICA FIRST APARTMENT INVESTORS, L.P.
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
FROM DECEMBER 31, 1996, TO DECEMBER 31, 1999
<TABLE>
<CAPTION>
Beneficial Unit
Certificate Holders
General
Partner # of BUCs Amount Total
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Partners' Capital (excluding accumulated other
comprehensive income):
Balance at December 31, 1996 $ 4,038 5,212,167 $ 65,549,892 $ 65,553,930
Net income (loss) 42,485 - (401,020) (358,535)
Cash distributions paid or accrued (Note 3)
Income (39,486) - (2,011,594) (2,051,080)
Return of capital - - (1,897,532) (1,897,532)
--------------- --------------- --------------- ---------------
Balance at December 31, 1997 7,037 5,212,167 61,239,746 61,246,783
Net income 54,463 - 2,679,633 2,734,096
Cash distributions paid or accrued (Note 3)
Income (40,371) - (1,284,543) (1,324,914)
Return of capital - - (2,712,145) (2,712,145)
--------------- --------------- --------------- ---------------
Balance at December 31, 1998 21,129 5,212,167 59,922,691 59,943,820
Net income 62,169 - 2,004,450 2,066,619
Cash distributions paid or accrued (Note 3)
Income (44,098) - (215,432) (259,530)
Return of capital - - (4,150,310) (4,150,310)
--------------- --------------- --------------- ---------------
Balance at December 31, 1999 39,200 5,212,167 57,561,399 57,600,599
--------------- --------------- --------------- ---------------
Accumulated Other Comprehensive Income
Balance at December 31, 1996 - - (8,748,474) (8,748,474)
Other comprehensive income - - 3,000,000 3,000,000
--------------- --------------- --------------- ---------------
Balance at December 31, 1997 - - (5,748,474) (5,748,474)
Other comprehensive income - - 5,748,474 5,748,474
--------------- --------------- --------------- ---------------
Balance at December 31, 1998 and 1999 - - - -
--------------- --------------- --------------- ---------------
Balance at December 31, 1999 $ 39,200 5,212,167 $ 57,561,399 $ 57,600,599
=============== =============== =============== ===============
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
<PAGE> - 25 -
AMERICA FIRST APARTMENT INVESTORS, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the For the For the
Year Ended Year Ended Year Ended
Dec. 31, 1999 Dec. 31, 1998 Dec. 31, 1997
--------------- --------------- ---------------
<S> <C> <C> <C>
Cash flows from operating activities
Net income (loss) $ 2,066,619 $ 2,734,096 $ (358,535)
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation 4,150,310 2,712,145 1,897,586
Amortization 165,807 189,231 165,536
Realized loss on disposition of mortgage bond - - 3,000,000
Decrease (increase) in other assets (3,281) 121,624 269,278
Increase in accounts payable and accrued expenses 317,828 361,579 406,468
--------------- --------------- ---------------
Net cash provided by operating activities 6,697,283 6,118,675 5,380,333
--------------- --------------- ---------------
Cash flows from investing activities
Real estate capital improvements (101,776) (3,135) (680,889)
Acquisition of real estate (17,776,867) (21,627,444) (26,524,322)
Proceeds from disposition of mortgage bond - 18,755,000 12,200,000
--------------- --------------- ---------------
Net cash used in investing activities (17,878,643) (2,875,579) (15,005,211)
--------------- --------------- ---------------
Cash flows from financing activities
Proceeds from issuance of bonds and mortgage notes payable 12,975,000 13,090,000 24,365,000
Increase in restricted cash (1,837,000) - -
Distributions paid (4,388,075) (4,014,947) (3,948,612)
Principal payments on bonds and mortgage notes payable (483,218) (253,808) (80,000)
Bond issuance and line of credit costs paid (343,095) (249,855) (1,269,236)
Net repayments on line of credit - - (3,584,200)
--------------- --------------- ---------------
Net cash provided by financing activities 5,923,612 8,571,390 15,482,952
--------------- --------------- ---------------
Net (decrease) increase in cash and temporary cash investments (5,257,748) 11,814,486 5,858,074
Cash and temporary cash investments at beginning of year 19,694,420 7,879,934 2,021,860
--------------- --------------- ---------------
Cash and temporary cash investments at end of year $ 14,436,672 $ 19,694,420 $ 7,879,934
=============== =============== ===============
Supplemental disclosure of cash flow information:
Cash paid during the year for interest $ 3,208,954 $ 1,924,779 $ 898,046
=============== =============== ===============
Supplemental schedule of non-cash investing activities:
Settlement of mortgage bond for real estate $ - $ - $ 8,760,000
Supplemental disclosure of non-cash financing activity
Acquisition of real estate through assumption
of bonds or mortgage notes payable $ - $ 16,729,470 $ -
Supplemental disclosure of non-cash financing activity
On July 13, 1999, bonds payable of $10,910,000 were reissued by the
respective local housing finance authority. The existing bonds payable were
terminated and new bonds in the same principal amount were issued.
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
<PAGE> - 26 -
AMERICA FIRST APARTMENT INVESTORS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
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). 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 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.
Management reviews each property for impairment whenever events or
changes in circumstances indicate that the carrying value of a property
may not be recoverable. The review of recoverability is based on an
estimate of undiscounted future cash flows expected to result from its
use and eventual disposition. If impairment exists due to the inability
to recover the carrying value of a property, an impairment loss is
recorded to the extent that the carrying value of the property exceeds its
estimated fair value. There were no impairment losses recorded in any of
the years ended December 31, 1999, 1998 and 1997.
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.
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.
The tax basis of the Partnership's assets and liabilities exceeded the
reported amounts by $5,689,683 and $5,577,227 at December 31, 1999, and
December 31, 1998, respectively.
<PAGE> - 27 -
AMERICA FIRST APARTMENT INVESTORS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
E) Cash and Temporary Cash Investments
Cash and temporary cash investments include cash on hand and highly
liquid investments with original maturities of three months or less.
Restricted cash and temporary cash investments represent amounts which
serve as collateral for certain of the Partnership's bonds payable.
F) Net Income per BUC
Net income per BUC has been calculated based on the weighted average
number of BUCs outstanding during each year presented.
G) New Accounting Pronouncement
In June, 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" (SFAS 133). This statement provides
new accounting and reporting standards for the use of derivative
instruments. Adoption of this statement, as amended, is required by the
Partnership effective January 1, 2001. Management is currently evaluating
the effects of adopting this statement.
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. Income and expenses will be allocated to each BUC Holder on a
monthly basis based on the number of BUCs held by each BUC Holder as of the
last day of the month for which such allocation is to be made. Distributions
of Net Operating Income and Net Sale Proceeds will be made to each BUC Holder
of record on the last day of each distribution period based on the number of
BUCs held by each BUC Holder as of such date.
Net Operating Income, as defined in the Limited Partnership Agreement, in each
distribution period will be distributed 99% to the BUC Holders and 1% to
AFCA 4.
Net Sale Proceeds, as defined in the Limited Partnership
Agreement, will be distributed 100% to the BUC Holders.
Liquidation Proceeds, as defined in the Limited Partnership Agreement,
remaining after repayment of any debts or obligations of the Partnership
(including loans from AFCA 4) and after the establishment of any reserve AFCA
4 deems necessary, will be distributed to AFCA 4 and BUC Holders to the extent
of positive balances in their capital accounts. Any remaining Liquidation
Proceeds will be distributed in the same manner as the Net Sale Proceeds.
Cash distributions were made on a monthly basis through December 31, 1999.
However, effective January 1, 2000, distributions will be made quarterly.
Cash distributions may be made semiannually if AFCA 4 so elects. Cash
distributions included in the financial statements represent the actual cash
distributions made during each year and the cash distributions accrued at the
end of each year.
<PAGE> - 28 -
AMERICA FIRST APARTMENT INVESTORS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
4. Investment in Real Estate
The Partnership's investment in real estate is comprised of the following:
<TABLE>
<CAPTION>
Building Carrying Carrying
Number and Value at Value at
Property Name Location of Units Land Improvements Dec. 31, 1999 Dec. 31, 1998
-------------------------- ----------------- -------- ------------ -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Covey at Fox Valley(1) Aurora, IL 216 $ 1,320,000 $ 10,028,338 $ 11,348,338 $ 11,348,338
The Exchange at Palm Bay Palm Bay, FL 72,002(2) 1,296,002 4,094,861 5,390,863 5,289,086
The Park at Fifty Eight(1) Chattanooga, TN 196 231,113 4,122,226 4,353,339 4,353,339
Shelby Heights(1) Bristol, TN 100 175,000 2,952,847 3,127,847 3,127,847
Coral Point(1) Mesa, AZ 336 2,240,000 8,960,000 11,200,000 11,200,000
Park at Countryside(1) Port Orange, FL 120 647,000 2,616,648 3,263,648 3,263,648
The Retreat (3) Atlanta, GA 226 1,800,000 7,315,697 9,115,697 9,115,697
Jackson Park Place(1) Fresno, CA 296 1,400,000 10,709,534 12,109,534 12,109,534
Park Trace Apartments (1) Norcross, GA 260 2,246,000 11,789,810 14,035,810 14,035,810
Littlestone at Village Green(1) Gallatin, TN 200 621,340 9,942,188 10,563,528 10,563,778
St. Andrews at Westwood Apts(1) Orlando, FL 259 1,617,200 14,262,540 15,879,740 15,875,081
The Hunt Apartments(1) Oklahoma City, OK 216 550,000 7,095,049 7,645,049 7,611,832
Greenbriar Apartments(1) Tulsa, OK 120 648,000 3,697,643 4,345,643 4,311,310
Oakwell Farms Apartments (1) Nashville, TN 414 1,946,000 15,758,907 17,704,907 -
-------------- --------------
130,083,943 112,205,300
Less accumulated depreciation (16,440,235) (12,289,925)
-------------- --------------
Balance at end of year $ 113,643,708 $ 99,915,375
============== ==============
</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, a multifamily residential
property located in Olathe, Kansas. The Partnership is an affiliate
of the general partner of the partnership which owns Jefferson Place.
<TABLE>
<CAPTION>
For the For the For the
Year Ended Year Ended Year Ended
Dec. 31, 1999 Dec. 31, 1998 Dec. 31, 1997
--------------- --------------- ---------------
<S> <C> <C> <C>
Reconciliation of the carrying values of the
real estate held is as follows:
Balance at beginning of year $ 99,915,375 $ 64,267,471 $ 30,199,846
Acquisition of real estate 17,776,867 38,356,914 26,524,322
Capital improvements 101,776 3,135 680,889
Settlement of mortgage bond for real estate - - 8,760,000
Depreciation (4,150,310) (2,712,145) (1,897,586)
--------------- --------------- ---------------
Balance at end of year $ 113,643,708 $ 99,915,375 $ 64,267,471
=============== =============== ===============
</TABLE>
<PAGE> - 29 -
AMERICA FIRST APARTMENT INVESTORS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
5. Bonds and Mortgage Notes Payable
Bonds and mortgage notes payable were originated by the Partnership through the
issuance of tax-exempt refunding bonds or were assumed by the Partnership in
connection with the acquisition of multifamily housing properties. Bonds and
mortgage notes payable at December 31, 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 principal range from $224,000 $ 2,570,000
and/or interest are due each to $228,000
March 1 and September 1
Shelby Heights and 6.10% 3/1/2022 semiannual payments of principal range from $266,000 3,310,000
Park at Countryside and/or interest are due each to $276,000
March 1 and September 1
Covey at Fox Valley 5.30% 11/1/2007 semiannual payments of interest $658,000 12,410,000
and Park Trace Apartments are due each May 1 and November 1
Jackson Park Place 5.80% 12/1/2007 monthly payment of principal and $611,901 8,281,739
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 4.06%(1) 7/1/2004 semiannual payments of interest interest only 6,930,000
are due each Jan. 1 and July 1
Greenbriar Apartments 4.06%(1) 7/1/2004 semiannual payments of interest interest only 3,980,000
are due each Jan. 1 and July 1 --------------
50,571,739
Mortgage Notes Payable:
Littlestone 7.68% 9/15/2005 Monthly payment of $542,921 5,622,434
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 12,898,271
Apartments and interest are due the 1st
of each month
-------------
18,520,705
-------------
Balance at December 31, 1999 $ 69,092,444
=============
</TABLE>
(1) The bonds payable were reissued on July 13, 1999. There was no gain or
loss recorded on the reissuances. In connection with the reissuance, the
Partnership entered into an interest swap transaction with a third party,
under which the difference between the fixed rate of the bonds and the
Bond Market Association (BMA) rate plus .6%, is returned to the
Partnership as a reduction of interest expense. For the
period from the date the bonds were reissued, July 13, 1999, to
December 31, 1999 the rate averaged 4.06%. The bonds payable are also
collateralized by cash of $1,166,495 and $670,505 for The Hunt Apartments
and Greenbriar Apartments, respectively.
<PAGE> - 30 -
AMERICA FIRST APARTMENT INVESTORS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
Principal maturities on the bonds and mortgage notes payable are as follows:
Year Amount
---------------- ----------------
2000 $ 505,769
2001 542,126
2002 575,355
2003 610,593
2004 697,982
Thereafter 66,160,619
----------------
$ 69,092,444
================
6. Mortgage Investment Income and Contingent Interest Income
The Partnership earned mortgage investment income of $178,982 during 1999
representing interest on a $3,500,000 subordinate note from Jefferson Place,
L.P., an affiliate of the Partnership's general partner. The subordinate note
is dated July 30, 1997 and bears interest at the rate of 8.5%. Interest is
payable monthly solely out of excess cash flow generated by Jefferson Place.
Final payment of all outstanding principal and interest is due July 1, 2023.
The Partnership has not recorded the subordinate note on its balance sheet due
to its doubtful collectability. Interest and principal payments received
under the terms of the subordinate note are recorded as income when received.
During 1998, the Partnership earned interest income of $839,201 on its
tax-exempt mortgage bond which was collateralized by Avalon Ridge Apartments
in Renton, Washington. The tax-exempt mortgage bond was sold on May 1, 1998
for $18,755,000 plus accrued interest. The net unrealized holding loss of
$5,748,474 on such bond was eliminated thereby increasing Partners' Capital by
the same amount.
During 1997, the Partnership earned interest income of $1,611,956 which
consisted of interest income earned on its tax-exempt mortgage bonds
collateralized by Avalon Ridge Apartments, Jefferson Place and Jackson Park
Place, respectively.
In May 1997, the property underlying the $8,670,000 tax-exempt mortgage bond
collateralized by Jackson Park Place was conveyed to the Partnership through a
deed in lieu of foreclosure. The Partnership earned contingent interest
income of $290,520 on such mortgage bond in 1997.
On July 30, 1997, the Partnership received $12,200,000 in payment on its
$12,800,000 tax exempt mortgage bond collateralized by Jefferson Place. The
Partnership recorded a liability of $2,400,000 in connection with its
continuing involvement as a guarantor for the tax exempt mortgage bond, which
is classified as an other liability in the accompanying consolidated financial
statements. In addition, the Partnership recognized a loss of $3,000,000.
However, the recognition of this loss had no impact on total partners' capital
as the unrealized holding loss of $3,000,000, a separate component of
partners' capital, previously recorded on such mortgage bond was reduced.
<PAGE> - 31 -
AMERICA FIRST APARTMENT INVESTORS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
7. 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 capitalized costs were
incurred in connection with the acquisition of real estate and the offering of
multifamily housing revenue refunding bonds. The amount of such expenses
reimbursed to AFCA 4 or an affiliate are shown below. The reimbursed expenses
are presented on a cash basis and do not reflect accruals made at the end of
each year.
<TABLE>
<CAPTION>
1999 1998 1997
--------------- --------------- ---------------
<S> <C> <C> <C>
Reimbursable salaries and benefits $ 586,413 $ 631,071 $ 528,916
Costs capitalized by the Partnership 116,257 265,146 735,971
Professional fees and expenses 78,445 92,158 71,722
Other expenses 59,928 67,020 51,324
Registration fees 59,881 30,250 32,296
Insurance 47,321 32,147 22,133
Investor services and custodial fees 27,891 100,678 36,488
Report preparation and distribution 14,966 12,907 22,431
Consulting and travel expenses 13,217 21,576 16,008
Telephone 3,969 9,134 10,297
Interest on line of credit - 50,784 621,148
--------------- --------------- ---------------
$ 1,008,288 $ 1,312,871 $ 2,148,734
=============== =============== ===============
</TABLE>
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 and the purchase price of any
additional properties acquired by the Partnership. The amount of such fees
paid to AFCA 4 was $739,516 in 1999, $484,274 in 1998, and $352,190 in 1997.
Under the terms of the tax-exempt mortgage bonds which had been owned by the
Partnership, the owners of the properties financed by these bonds were to pay
AFCA 4 an administrative fee out of the net cash flow of the financed
properties remaining after the payment of base interest on the related
mortgage bonds. No such fees were paid to AFCA in 1999, 1998 or 1997.
However, during 1997, AFCA 4 received deferred administrative fees of $371,220
from the owner of Jackson Park Place in conjunction with the transfer of this
property to the Partnership in settlement of the mortgage bond. Because
administrative fees paid by property owners are not Partnership expenses, they
are not reflected in the accompanying financial statements.
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. The Partnership paid acquisition fees of $218,239,
$470,543, and $325,184 to AFCA 4 during 1999, 1998 and 1997, respectively.
The general partner of the property partnership which owned Jefferson Place
was principally owned by an employee of an affiliate of AFCA 4 through July
30, 1997. Such employee has a nominal interest in the affiliate. AFCA 4 and
an affiliated mortgage fund also owned small interests in the general
partner. The general partner had a nominal interest in the property
partnership's profits, losses and cash flow which was subordinate to the
interest of the Partnership and the mortgage bond. The general partner did
not receive cash distributions from the partnership in 1997. On July 30,
1997, the Partnership acquired the general partnership interest in the
property partnership.
<PAGE> - 32 -
AMERICA FIRST APARTMENT INVESTORS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
An affiliate of AFCA 4 was retained to provide property management services
for the multifamily properties owned or financed by the Partnership (beginning
when such properties were acquired 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 $970,998 in 1999, $708,958 in 1998, and
$611,079 in 1997.
8. Fair Value of Financial Instruments
The following methods and assumptions were used by the Partnership in
estimating the fair value of its financial instruments:
Cash and temporary cash investments, other assets, accounts payable, accrued
expenses and distribution payable: Fair value approximates the carrying
value of such assets and liabilities.
Bonds and mortgage notes payable: Fair value is based on estimated future
cash flows discounted using the quoted market rate, from an independent
source, of similar obligations. Refer to the table below for the carrying
amount and estimated fair value of such instruments.
<TABLE>
<CAPTION>
At December 31, 1999 At December 31, 1998
----------------------------------- -----------------------------------
Carrying Estimated Carrying Estimated
Amount Fair Value Amount Fair Value
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Bonds and mortgage notes payable $ 69,092,444 $ 66,163,651 $ 56,600,662 $ 58,058,162
</TABLE>
9. Summary of Unaudited Quarterly Results of Operations
<TABLE>
<CAPTION>
First Second Third Fourth
>From January 1, 1999 to December 31, 1999 Quarter Quarter Quarter Quarter
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Total income $ 4,752,852 $ 5,290,996 $ 5,704,384 $ 5,852,638
Total expenses (4,274,519) (4,759,178) (5,173,959) (5,326,595)
--------------- --------------- --------------- ---------------
Net income $ 478,333 $ 531,818 $ 530,425 $ 526,043
=============== =============== =============== ===============
Net income, basic and diluted, per BUC $ .09 $ .10 $ .10 $ .09
=============== =============== =============== ===============
Market Price per BUC
High sale 9-7/8 9-3/8 9-1/4 9-1/4
Low sale 8-3/4 7-3/4 8 7-3/4
=============== =============== =============== ===============
</TABLE>
<PAGE> - 33 -
AMERICA FIRST APARTMENT INVESTORS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
<TABLE>
<CAPTION>
First Second Third Fourth
>From January 1, 1998 to December 31, 1998 Quarter Quarter Quarter Quarter
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Total income $ 3,441,838 $ 4,132,204 $ 3,909,342 $ 4,411,870
Total expenses (2,867,731) (3,096,663) (3,161,166) (4,035,598)
--------------- --------------- --------------- ---------------
Net income $ 574,107 $ 1,035,541 $ 748,176 $ 376,272
=============== =============== =============== ===============
Net income, basic and diluted, per BUC $ .11 $ .19 $ .14 $ .07
=============== =============== =============== ===============
Market Price per BUC
High sale 11-3/8 10-3/4 10-1/2 10-1/4
Low sale 9-3/4 9-1/8 9-1/8 8-1/2
=============== =============== =============== ===============
</TABLE>
The BUCs are quoted on the NASDQ National Market System under the symbol
APROZ. The high and low quarterly sale prices of the BUCs were
compiled from on-line trading sources based on information provided by NASDAQ.
<PAGE> - 34 -
Schedule III
AMERICA FIRST APARTMENT INVESTORS, L.P.
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1999
<TABLE>
<CAPTION>
Costs Capitalized
Initial Cost Subsequent
Description to Partnership to Acquisition
- --------------------------------------------------------------------- -------------------------- ------------------------
Building Building
and and Carrying
Property Location # of Units Encumbrances Land Improvements Improvements Costs
- ------------------------ --------------- ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Covey at Fox Valley Aurora, IL 216 (b) $ 1,320,000 $ 11,090,000 $ - $ -
The Exchange at Palm Bay Palm Bay, FL 72,002 sq ft (a) 1,296,002(c) 4,349,682 1,611,631 -
The Park at Fifty Eight Chattanooga, TN 196 (b) 231,113(d) 2,553,474 1,818,485 -
Shelby Heights Bristol, TN 100 (b) 175,000 3,275,000 - -
Coral Point Mesa, AZ 336 (b) 2,240,000 8,960,000 - -
Park at Countryside Port Orange, FL 120 (b) 647,000 2,616,648 - -
The Retreat Atlanta, GA 226 (e) 1,800,000 7,315,697 - -
Jackson Park Place Fresno, CA 296 (b) 1,400,000 10,709,534 - -
Park Trace Apartments Norcross, GA 260 (b) 2,246,000 11,789,810 - -
Littlestone at Village Gallatin, TN 200 (b) 621,340 9,942,188 - -
Green
St. Andrews at Westwood Orlando, FL 259 (b) 1,617,200 14,262,540 - -
Apartments
The Hunt Apartments Oklahoma City, OK 216 (b) 550,000 7,095,049 - -
Greenbriar Apartments Tulsa, OK 120 (b) 648,000 3,697,643 - -
Oakwell Farms Apartments Nashville, TN 414 (b) 1,946,000 15,758,907
------------ ------------ ------------ ------------
$16,737,655 $113,416,172 $ 3,430,116 $ -
============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
Gross Amount at December 31, 1999
------------------------------------------
Building Accumulated Which
and Total Depreciation Date of Date Depreciation
Property Land Improvements (f),(g) (h) Construction Acquired is Computed
- ------------------------ ------------ ------------ ------------ ------------ ------------ -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Covey at Fox Valley $ 1,320,000 $ 10,028,338 $ 11,348,338 $ 4,228,840 1989 1989 27.5 years
The Exchange at Palm Bay 1,296,002 4,094,861 5,390,863 2,536,462 1988 1990(c) 31.5 years
The Park at Fifty Eight 231,113 4,122,226 4,353,339 1,055,598 1987 1991(d) 27.5 years
Shelby Heights 175,000 2,952,847 3,127,847 961,087 1987 1991 27.5 years
Coral Point 2,240,000 8,960,000 11,200,000 2,730,557 1987 1991 27.5 years
Park at Countryside 647,000 2,616,648 3,263,648 285,352 1983 1996 27.5 years
The Retreat 1,800,000 7,315,697 9,115,697 731,527 1985 1997 27.5 years
Jackson Park Place 1,400,000 10,709,534 12,109,534 1,036,617 1985 1997 27.5 years
Park Trace Apartments 2,246,000 11,789,810 14,035,810 929,076 1988 1997 27.5 years
Littlestone at Village
Green 621,340 9,942,188 10,563,528 492,952 1987 1998 27.5 years
St. Andrews at Westwood
Apartments 1,617,200 14,262,540 15,879,740 665,367 1989 1998 27.5 years
The Hunt Apartments 550,000 7,095,049 7,645,049 268,011 1984 1998 27.5 years
Greenbriar Apartments 648,000 3,697,643 4,345,643 137,422 1985 1998 27.5 years
Oakwell Farms Apartments 1,946,000 15,758,907 17,704,907 381,367 1986 1999 27.5 years
------------ ------------ ------------ ------------
$16,737,655 $113,346,288 $130,083,943 $ 16,440,235
============ ============ ============ ============
</TABLE>
<PAGE> - 35 -
AMERICA FIRST APARTMENT INVESTORS, L.P.
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1999
(a) The Partnership has no encumbrance against this property.
(b) The encumbrance represents bonds payable originated by the Partnership
through the issuance of tax-exempt refunding bonds or bonds or mortgage
notes payable assumed or originated by the Partnership in connection with
the acquisition of properties. Bonds and mortgage notes payable totaled
$69,092,444 at December 31, 1999. (See Note 5 to the accompanying Notes to
Consolidated Financial Statements).
(c) Land with a cost of $1,150,318 and $145,684 was acquired in 1990 and 1996,
respectively.
(d) Land with a cost of $135,000 and $96,113 was acquired in 1991 and 1996,
respectively.
(e) The encumbrance represents multifamily revenue refunding
bonds issued on Jefferson Place with a balance of $11,735,000 at December
31, 1999. (See Note 4 to the accompanying Notes to Consolidated Financial
Statements).
(f) Reconciliation of Real Estate:
<TABLE>
<CAPTION>
1999 1998
--------------- ---------------
<S> <C> <C>
Balance - beginning of year $ 112,205,300 $ 73,845,251
Acquisitions 17,776,867 38,356,914
Improvements 101,776 3,135
--------------- ---------------
Balance - end of year $ 130,083,943 $ 112,205,300
=============== ===============
</TABLE>
(g) As of December 31, 1999, the aggregate cost of the Partnership's
investment in real estate for federal income tax purposes amounted to
$117,473,943.
(h) Reconciliation of Accumulated Depreciation:
<TABLE>
<CAPTION>
1999 1998
--------------- ---------------
<S> <C> <C>
Balance - beginning of year $ 12,289,925 $ 9,577,780
Depreciation expense 4,150,310 2,712,145
--------------- ---------------
Balance - end of year $ 16,440,235 $ 12,289,925
=============== ===============
</TABLE>
See accompanying consolidated financial statements and notes thereto.
<PAGE> - 36 -
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: March 28, 2000 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, Secretary,
Treasurer and Chief Financial
Officer (Vice President and Principal
Financial Officer of Registrant)
<PAGE> - 37 -
Pursuant to the requirements of the Securities and Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Date: March 28, 2000 By /s/ Michael B. Yanney*
Michael B. Yanney
Chairman of the Board, President,
Chief Executive Officer and Manager
Date: March 28, 2000 By /s/ Michael Thesing
Michael Thesing
Vice President, Secretary, Treasurer
and Manager (Principal Financial and
Accounting Officer)
Date: March 28, 2000 By /s/ William S. Carter, M.D.*
William S. Carter, M.D.
Manager
Date: March 28, 2000 By /s/ Martin A. Massengale*
Martin A. Massengale
Manager
Date: March 28, 2000 By /s/ Alan Baer*
Alan Baer
Manager
Date: March 28, 2000 By /s/ Gail Walling Yanney*
Gail Walling Yanney
Manager
Date: March 28, 2000 By /s/ Mariann Byerwalter*
Mariann Byerwalter
Manager
Date: March 28, 2000 By /s/ Lisa Yanney Roskens*
Lisa Yanney Roskens
Manager
*By Michael Thesing Attorney in Fact
/s/ Michael Thesing
Michael Thesing
<PAGE> - 38 -
EXHIBIT 21
SUBSIDIARIES OF THE REGISTRANT
<PAGE> - 39 -
Subsidiaries of the Registrant
America First Fresno Apartment Investors Limited Partnership
Park Trace Apartments Limited Partnership
The Retreat Apartments Limited Partnership
Arizona Coral Point Apartments Limited Partnership
The Park at Countryside Limited Partnership
Park at 58 Limited Partnership
Greenbriar Apartments Holding Corporation
Hunt Apartments Holding Corporation
Littlestone LLC
Oakwell Farms Limited Partnership
Apollo Associates, Ltd.
<PAGE> - 40 -
EXHIBIT 24
POWER OF ATTORNEY
<PAGE> - 41 -
POWER OF ATTORNEY
The undersigned hereby appoints Michael Thesing as his agent and
attorney-in-fact for the purpose of executing and filing all reports on Form
10-K relating to the year ending December 31, 1999, and any amendments
thereto, required to be filed with the Securities and Exchange Commission by
the following persons:
America First Tax Exempt Investors, L.P.
America First Apartment Investors, L.P.
Capital Source L.P.
Capital Source II L.P.-A
America First Real Estate Investment Partners, L.P.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on the 1st day of February, 2000.
/s/ Michael B. Yanney
Michael B. Yanney
<PAGE> - 42 -
POWER OF ATTORNEY
The undersigned hereby appoints Michael Thesing as his agent and
attorney-in-fact for the purpose of executing and filing all reports on Form
10-K relating to the year ending December 31, 1999, and any amendments
thereto, required to be filed with the Securities and Exchange Commission by
the following persons:
America First Tax Exempt Investors, L.P.
America First Apartment Investors, L.P.
Capital Source L.P.
Capital Source II L.P.-A
America First Real Estate Investment Partners, L.P.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on the 1st day of February, 2000.
/s/ William S. Carter, M.D.
William S. Carter, M.D.
<PAGE> - 43 -
POWER OF ATTORNEY
The undersigned hereby appoints Michael Thesing as his agent and
attorney-in-fact for the purpose of executing and filing all reports on Form
10-K relating to the year ending December 31, 1999, and any amendments
thereto, required to be filed with the Securities and Exchange Commission by
the following persons:
America First Tax Exempt Investors, L.P.
America First Apartment Investors, L.P.
Capital Source L.P.
Capital Source II L.P.-A
America First Real Estate Investment Partners, L.P.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on the 1st day of February, 2000.
/s/ Martin A. Massengale
Martin A. Massengale
<PAGE> - 44-
POWER OF ATTORNEY
The undersigned hereby appoints Michael Thesing as his agent and
attorney-in-fact for the purpose of executing and filing all reports on Form
10-K relating to the year ending December 31, 1999, and any amendments
thereto, required to be filed with the Securities and Exchange Commission by
the following persons:
America First Tax Exempt Investors, L.P.
America First Apartment Investors, L.P.
Capital Source L.P.
Capital Source II L.P.-A
America First Real Estate Investment Partners, L.P.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on the 1st day of February, 2000.
/s/ Alan Baer
Alan Baer
<PAGE> - 45 -
POWER OF ATTORNEY
The undersigned hereby appoints Michael Thesing as his agent and
attorney-in-fact for the purpose of executing and filing all reports on Form
10-K relating to the year ending December 31, 1999, and any amendments
thereto, required to be filed with the Securities and Exchange Commission by
the following persons:
America First Tax Exempt Investors, L.P.
America First Apartment Investors, L.P.
Capital Source L.P.
Capital Source II L.P.-A
America First Real Estate Investment Partners, L.P.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on the 1st day of February, 2000.
/s/ Gail Walling Yanney
Gail Walling Yanney
<PAGE> - 46 -
POWER OF ATTORNEY
The undersigned hereby appoints Michael Thesing as his agent and
attorney-in-fact for the purpose of executing and filing all reports on Form
10-K relating to the year ending December 31, 1999, and any amendments
thereto, required to be filed with the Securities and Exchange Commission by
the following persons:
America First Tax Exempt Investors, L.P.
America First Apartment Investors, L.P.
Capital Source L.P.
Capital Source II L.P.-A
America First Real Estate Investment Partners, L.P.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on the 1st day of February, 2000.
/s/ Mariann Byerwalter
Mariann Byerwalter
<PAGE> - 47 -
POWER OF ATTORNEY
The undersigned hereby appoints Michael Thesing as his agent and
attorney-in-fact for the purpose of executing and filing all reports on Form
10-K relating to the year ending December 31, 1999, and any amendments
thereto, required to be filed with the Securities and Exchange Commission by
the following persons:
America First Tax Exempt Investors, L.P.
America First Apartment Investors, L.P.
Capital Source L.P.
Capital Source II L.P.-A
America First Real Estate Investment Partners, L.P.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on the 1st day of February, 2000.
/s/ Lisa Yanney Roskens
Lisa Yanney Roskens
<PAGE> - 48 -
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 16,273,672
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 130,083,943
<DEPRECIATION> (16,440,235)
<TOTAL-ASSETS> 132,006,540
<CURRENT-LIABILITIES> 5,313,497
<BONDS> 50,571,739
<COMMON> 0
0
0
<OTHER-SE> 57,600,599
<TOTAL-LIABILITY-AND-EQUITY> 132,006,540
<SALES> 0
<TOTAL-REVENUES> 21,600,870
<CGS> 0
<TOTAL-COSTS> 15,881,861
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,652,390
<INCOME-PRETAX> 2,066,619
<INCOME-TAX> 0
<INCOME-CONTINUING> 2,066,619
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,066,619
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
