FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
X Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended March 31, 1997 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: 1-10022
AMERICA FIRST PREP FUND 2 LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Delaware 47-0717849
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
Suite 400, 1004 Farnam Street, Omaha, Nebraska 68102
(Address of principal executive offices) (Zip Code)
(402) 444-1630
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
YES X NO
<PAGE> - i -
Part I. Financial Information
Item 1. Financial Statements
AMERICA FIRST PREP FUND 2 LIMITED PARTNERSHIP
BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
Mar. 31, 1997 Dec. 31, 1996
--------------- ---------------
<S> <C> <C>
Assets
Cash and temporary cash investments, at cost which
approximates market value $ 2,404,323 $ 914,518
Investment in mortgage-backed securities (Note 5) 14,710,173 16,466,489
Investment in preferred real estate participations (PREPs),
net of valuation allowance (Note 6) - -
Interest receivable 96,193 100,198
Other assets 55,721 76,377
--------------- ---------------
$ 17,266,410 $ 17,557,582
=============== ===============
Liabilities and Partners' Capital
Liabilities
Accounts payable (Note 7) $ 77,292 $ 77,744
Distribution payable (Note 4) 179,158 181,574
--------------- ---------------
256,450 259,318
--------------- ---------------
Partners' Capital
General Partner 100 100
Beneficial Unit Certificate Holders
($10.67 per BUC in 1997 and $10.85 in 1996) 17,009,860 17,298,164
--------------- ---------------
17,009,960 17,298,264
--------------- ---------------
$ 17,266,410 $ 17,557,582
=============== ===============
</TABLE>
AMERICA FIRST PREP FUND 2 LIMITED PARTNERSHIP
STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
For the For the
Quarter Ended Quarter Ended
Mar. 31, 1997 Mar. 31, 1996
--------------- ---------------
<S> <C> <C>
Income
Mortgage-backed securities income $ 259,640 $ 316,207
Equity in earnings of property partnerships 68,750 106,126
Interest income on temporary cash investments 28,333 5,430
--------------- ---------------
356,723 427,763
Expenses
General and administrative expenses (Note 7) 87,041 80,905
--------------- ---------------
Net income $ 269,682 $ 346,858
=============== ===============
Net income allocated to:
General Partner $ 5,399 $ 5,697
BUC Holders 264,283 341,161
--------------- ---------------
$ 269,682 $ 346,858
=============== ===============
Net income per BUC $ .17 $ .21
=============== ===============
Weighted average number of BUCs outstanding 1,593,604 1,598,604
=============== ===============
The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE> - 1 -
AMERICA FIRST PREP FUND 2 LIMITED PARTNERSHIP
STATEMENT OF PARTNERS' CAPITAL
FOR THE QUARTER ENDED MARCH 31, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
Beneficial Unit
Certificate Holders
General
Partner # of BUCs Amount Total
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Partners' Capital (excluding net unrealized
holding losses)
Balance at December 31, 1996 $ 100 1,593,604 $ 17,498,652 $ 17,498,752
Net income 5,399 - 264,283 269,682
Cash distributions paid or accrued (Note 4) (5,399) - (534,493) (539,892)
--------------- --------------- --------------- ---------------
100 1,593,604 17,228,442 17,228,542
--------------- --------------- --------------- ---------------
Net unrealized holding losses
Balance at December 31, 1996 - - (200,488) (200,488)
Net change - - (18,094) (18,094)
--------------- --------------- --------------- ---------------
- - (218,582) (218,582)
--------------- --------------- --------------- ---------------
Balance at March 31, 1997 $ 100 1,593,604 $ 17,009,860 $ 17,009,960
=============== =============== =============== ===============
</TABLE>
AMERICA FIRST PREP FUND 2 LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
For the For the
Quarter Ended Quarter Ended
Mar. 31, 1997 Mar. 31, 1996
--------------- ---------------
<S> <C> <C>
Cash flows from operating activities
Net income $ 269,682 $ 346,858
Adjustments to reconcile net income to
net cash provided by operating activities
Equity in earnings of property partnerships (68,750) (106,126)
Amortization of discount on mortgage-backed securities (2,620) (1,614)
Decrease in interest receivable 4,005 1,716
Decrease (increase) in other assets 20,656 (5,950)
Decrease in accounts payable (452) (18,750)
--------------- ---------------
Net cash provided by operating activities 222,521 216,134
--------------- ---------------
Cash flows from investing activities
Mortgage principal payments received 1,740,842 174,618
Distributions received from PREPs 68,750 106,126
--------------- ---------------
Net cash provided by investing activities 1,809,592 280,744
--------------- ---------------
Cash flows from financing activities
Distributions paid (542,308) (576,012)
Purchase of units - (16,899)
--------------- ---------------
Net cash used in financing activities (542,308) (592,911)
--------------- ---------------
Net increase (decrease) in cash and temporary cash investments 1,489,805 (96,033)
Cash and temporary cash investments at beginning of period 914,518 568,340
--------------- ---------------
Cash and temporary cash investments at end of period $ 2,404,323 $ 472,307
=============== ===============
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE> - 2 -
AMERICA FIRST PREP FUND 2 LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1997
(UNAUDITED)
1. Organization
America First PREP Fund 2 Limited Partnership (the Partnership) was formed on
May 28, 1987, under the Delaware Revised Uniform Limited Partnership Act for
the purpose of acquiring a portfolio of federally-insured multifamily
mortgages and other investments including preferred real estate participations
(PREPs). PREPs consist of equity interests which are intended to provide the
Partnership with a participation in the net cash flow and net sale or
refinancing proceeds of the properties collateralizing the mortgage loans.
The Partnership began operations with the first escrow closing on March 25,
1988, and will continue in existence until December 31, 2017, unless
terminated earlier under the provisions of the Partnership Agreement. The
General Partner of the Partnership is America First Capital Associates Limited
Partnership Six (AFCA 6).
2. Summary of Significant Accounting Policies
A) Financial Statement Presentation
The financial statements of the Partnership are prepared without audit on
the accrual basis of accounting in accordance with generally accepted
accounting principles. The financial statements should be read in
conjunction with the financial statements and notes thereto included in
the Partnership's Annual Report on Form 10-K for the year ended December
31, 1996. In the opinion of management, all normal and recurring
adjustments necessary to present fairly the financial position at March
31, 1997, and results of operations for all periods presented have been
made.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
B) Investment in Mortgage-Backed Securities
Investment securities are classified as held-to-maturity,
available-for-sale, or trading. Investments classified as
held-to-maturity are carried at amortized cost. Investments classified as
available-for-sale are reported at fair value with any unrealized gains or
losses excluded from earnings and reflected as a separate component of
partners' capital. Subsequent increases and decreases in the net
unrealized gain/loss on the available-for-sale securities are reflected as
adjustments to the carrying value of the portfolio and adjustments to the
component of partners' capital. The Partnership does not have investment
securities classified as trading.
C) Investment in PREPs
The investment in PREPs consists of interests in limited partnerships
which own properties underlying the mortgage-backed securities and are
accounted for using the equity method. When an investment in a PREP has
been reduced to zero, earnings are recorded to the extent that
distributions are received. PREPs are not insured or guaranteed. The
value of these investments is a function of the value of the real estate
underlying the PREPs.
D) Allowance for Losses on Investments in PREPs
The allowance for losses on investments in PREPs is a valuation reserve
which has been established at a level that management feels is adequate to
absorb potential losses on investments in PREPs. The allowance is based
on management's best estimate of the net realizable value of such
properties; however, the ultimate realized values may vary from these
estimates. The allowance is periodically reviewed and adjustments are
made to the allowance when there are significant changes in the estimated
net realizable value of the properties underlying the PREPs.
<PAGE> - 3 -
AMERICA FIRST PREP FUND 2 LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1997
(UNAUDITED)
E) 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 income for federal and state income tax purposes.
F) Temporary Cash Investments
Temporary cash investments are invested in short-term debt securities
purchased with an original maturity of three months or less.
G) Net Income Per BUC
Net income per BUC has been calculated based on the weighted average
number of BUCs outstanding during each period presented.
3. Partnership Reserve Account
The Partnership maintains a reserve account which consisted of the following
at March 31, 1997:
<TABLE>
<S> <C>
Cash and temporary cash investments $ 2,266,542
GNMA Certificates 2,762,941
FNMA Certificates 3,070,908
---------------
$ 8,100,391
===============
The reserve account was established to maintain working capital for the
Partnership and is available to supplement distributions to investors and for
any contingencies related to the ownership of the investments and the
operation of the Partnership. Management has announced its intent to utilize
a portion of the reserve account to purchase up to a total of 125,000 BUCs of
the Partnership in open-market transactions. Through March 31, 1997, 90,300
BUCs had been acquired at a total cost of $1,046,948 (none for the quarter
ended March 31, 1997). See Note 5 regarding the investment in mortgage-backed
securities.
4. Partnership Income, Expenses and Cash Distributions
The Partnership Agreement contains provisions for distributing the cash
available for distribution and for the allocation of income and expenses for
tax purposes among AFCA 6 and BUC Holders.
Cash distributions included in the financial statements represent the actual
cash distributions made during each period, and the cash distributions accrued
at the end of each period.
5. Investment in Mortgage-Backed Securities
The mortgage-backed securities held by the Partnership represent Government
National Mortgage Association (GNMA) Certificates and Federal National
Mortgage Association (FNMA) Certificates. The GNMA Certificates are backed by
first mortgage loans on multifamily housing properties and pools of
single-family properties. The FNMA Certificates are backed by pools of
single-family properties. The GNMA Certificates are debt securities issued by
a private mortgage lender and are guaranteed by GNMA as to the full and timely
payment of principal and interest on the underlying loans. The FNMA
Certificates are debt securities issued by FNMA and are guaranteed as to the
full and timely payment of principal and interest on the underlying loans.
At March 31, 1997, the total amortized cost, gross unrealized holding losses,
and aggregate fair value of available-for-sale securities are $6,052,431,
$218,582, $5,833,849, respectively. The total amortized cost, gross
unrealized holding gains, gross unrealized holding losses, and aggregate fair
value of held-to-maturity securities are $8,876,324, $175,799, $493,590 and
$8,558,533, respectively.
<PAGE> - 4 -
AMERICA FIRST PREP FUND 2 LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1997
(UNAUDITED)
Descriptions of the Partnership's mortgage-backed securities at March 31,
1997, are as follows:
</TABLE>
<TABLE>
<CAPTION>
Number Interest Maturity Carrying
Type of Security and Name Location of Units Rate Date Amount
- ------------------------------- ------------------- ---------- ---------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Held-to-Maturity
GNMA Certificates:
Broadmoor Court Colorado Springs, CO 47 9.25% 10/15/2029 $ 1,534,781
Owings Chase Apartments Pikesville, MD 234 6.75% 12/15/2023 5,484,324
Pools of single-family mortgages 8.74%(1) 2016 to 2018 1,857,219
--------------
8,876,324
--------------
Available-for-Sale
GNMA Certificates:
Pools of single-family mortgages 6.03%(1) 2008 2,762,941(2)
FNMA Certificates:
Pools of single-family mortgages 5.52%(1) 2000 3,070,908(2)
--------------
5,833,849
--------------
Balance at March 31, 1997 $ 14,710,173
==============
</TABLE>
(1) Represents yield to the Partnership.
(2) Reserve account asset - see Note 3.
Reconciliation of the carrying amount of the mortgage-backed securities is as
follows:
<TABLE>
<S> <C>
Balance at December 31, 1996 $ 16,466,489
Addition
Amortization of discount on mortgage-backed securities 2,620
Deductions
Mortgage principal payments received (1) (1,740,842)
Change in net unrealized holding losses on available-for-sale securities (18,094)
---------------
Balance at March 31, 1997 $ 14,710,173
===============
(1) Includes proceeds of $1,470,685 received from GNMA due to the redemption of
the GNMA Certificate related to Ashwood Apartments.
</TABLE>
6. Investment in PREPs
The Partnership's PREPs consist of interests in limited partnerships which own
multifamily properties financed by the Partnership. The limited partnership
agreements originally provided for the payment of a base return on the equity
provided to the limited partnerships and for the payment of additional amounts
out of a portion of the net cash flow or net sale or refinancing proceeds of
the properties subject to various priority payments. Certain of the
agreements have been amended to defer payment of the base return.
<PAGE> - 5 -
AMERICA FIRST PREP FUND 2 LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1997
(UNAUDITED)
Descriptions of the PREPs at March 31, 1997, are as follows:
<TABLE>
<CAPTION>
Carrying
Name Location Partnership Name Amount
- ---------------------------- ----------------------- ------------------------------------------ ---------------
<S> <C> <C> <C>
Broadmoor Court Colorado Springs, CO Stazier Associates Colorado Springs, Ltd. $ 141,523
Owings Chase Apartments Pikesville, MD Owings Chase Limited Partnership 200,000
Laurel Park Apartments Riverdale, GA Gold Key Venture -
---------------
341,523
Less valuation allowance (341,523)
---------------
Balance at March 31, 1997 $ -
===============
</TABLE>
Reconciliation of the carrying amount of the PREPs is as follows:
<TABLE>
<S> <C>
Balance at December 31, 1996 $ -
Addition
Equity in earnings of property partnerships 68,750
Deduction
Distributions received from PREPs (68,750)
--------------
Balance at March 31, 1997 $ -
==============
</TABLE>
7. Transactions With Related Parties
Substantially all the Partnership's general and administrative expenses are
paid by AFCA 6 or an affiliate and reimbursed by the Partnership. The amount
of such expenses reimbursed to AFCA 6 during 1997 was $95,111. The reimbursed
expenses are presented on a cash basis and do not reflect adjustments made at
quarter end.
AFCA 6 is entitled to an administrative fee of .35% per annum of the
outstanding principal amounts invested in mortgage-backed securities, PREPs,
and temporary cash investments to be paid by the Partnership to the extent
such amount is not paid by property owners. During 1997, AFCA 6 earned
administrative fees of $11,357, all of which was paid by the Partnership.
The general partner of the property partnership which owns Owings Chase
Apartments is principally owned by an employee of an affiliate of AFCA 6.
Such employee has a nominal interest in the affiliate. Affiliates of AFCA 6
also own small interests in the general partner. The general partner has a
nominal interest in the property partnership's profits, losses and cash flow
which is subordinate to the interest of the Partnership. The general partner
did not receive cash distributions from the property partnership in 1997.
An affiliate of AFCA 6 has been retained to provide property management
services for Laurel Park Apartments and Owings Chase Apartments. 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 $21,900 in 1997.
<PAGE> - 6 -
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources
The Partnership originally acquired: (i) five mortgage-backed securities
guaranteed as to principal and interest by the Government National Mortgage
Association (GNMA) collateralized by first mortgage loans on multifamily
housing properties located in four states (the GNMA Certificates); (ii)
various mortgage-backed securities collateralized by pools of single-family
mortgages and guaranteed as to principal and interest by either GNMA or the
Federal National Mortgage Association (FNMA) (the Single-Family Certificates);
and (iii) limited partnership interests (PREPs) in five limited partnerships
which own the multifamily housing properties financed by the GNMA
Certificates. The Partnership has been repaid by GNMA on the GNMA
Certificates collateralized by the Villages at Moonraker, Laurel Park
Apartments and, during January of 1997, Ashwood Apartments. During 1995, the
Partnership withdrew as a limited partner of the operating partnership which
owns the Villages at Moonraker and, therefore, no longer holds its PREP in
this property. During the fourth quarter of 1996, the Partnership sold its
PREP in Ashwood Apartments. The Partnership has retained its PREP in Laurel
Park Apartments. Collectively, the two remaining GNMA Certificates and the
three remaining PREPs are referred to as the Permanent Investments. In
addition, the Partnership held three Single-Family Certificates at March 31,
1997.
The following table shows the occupancy levels of the properties financed by
the Partnership, in which the Partnership continues to hold an equity interest
at March 31, 1997:
<TABLE>
<CAPTION>
Number Percentage
Number of Units of Units
Property Name Location of Units Occupied Occupied
- --------------------------------- ------------------------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Broadmoor Court Colorado Springs, CO 47 42 89%
Laurel Park Apartments Riverdale, GA 387 370 96%
Owings Chase Apartments Pikesville, MD 234 220 94%
---------- ---------- -----------
668 632 95%
========== ========== ===========
</TABLE>
Distributions
Cash distributions paid or accrued per Beneficial Unit Certificate (BUC) were
as follows:
<TABLE>
<CAPTION>
For the For the
Quarter Ended Quarter Ended
Mar. 31, 1997 Mar. 31, 1996
--------------- ---------------
<S> <C> <C>
Regular monthly distributions
Income $ .1658 $ .2134
Return of capital .1696 .1394
--------------- ---------------
$ .3354 $ .3528
=============== ===============
Distributions
Paid out of cash flow (including mortgage principal payments) $ .3354 $ .3528
=============== ===============
</TABLE>
Regular monthly distributions to investors consist primarily of interest and
principal received on GNMA Certificates and Single-Family Certificates.
Additional cash for distributions is received from PREPs and temporary cash
investments. The Partnership may draw on reserves to pay operating expenses
or to supplement cash distributions to BUC Holders. The Partnership is
permitted to replenish its reserves through the sale or refinancing of
assets. During 1997, a net amount of $1,470,632 of undistributed mortgage
principal payments was placed in reserves. The total amount held in reserves
at March 31, 1997, was $8,100,391 of which $5,833,849 was invested in
Single-Family Certificates.
<PAGE> - 7 -
The Partnership believes that cash provided by operating and investing
activities and, if necessary, withdrawals from the Partnership's reserves will
be adequate to meet its short-term and long-term liquidity requirements,
including the payments of distributions to BUC Holders. Under the terms of
the 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. The
Partnership is not authorized to issue additional BUCs to meet short-term and
long-term liquidity requirements.
Asset Quality
The Partnership continues to receive monthly principal and interest payments
on its GNMA Certificates and Single-Family Certificates which are fully
guaranteed either by GNMA or FNMA. The obligations of GNMA are backed by the
full faith and credit of the United States government.
PREPs, however, are not insured or guaranteed. The value of these investments
is a function of the value of the real estate underlying the PREPs. It is the
policy of the Partnership to make a periodic review of the real estate
underlying the PREPs in order to establish, when necessary, a valuation
reserve on the investment in PREPs. The allowance for losses on investment in
PREPs is based on the fair value of the properties underlying the PREPs. The
fair value of the properties underlying the PREPs is based on management's
best estimate of the net realizable value of such properties; however, the
ultimate realized values may vary from these estimates. The allowance is
periodically reviewed and adjustments are made to the allowance when there are
significant changes in the estimated net realizable value of the properties
underlying the PREPs. Internal property valuations and reviews performed
during the three months ended March 31, 1997, indicated that the PREPs
recorded on the balance sheet at March 31, 1997, required no adjustments to
their current carrying amounts.
In January 1997, GNMA redeemed the GNMA Certificate related to Ashwood
Apartments by paying the Partnership the full principal amount of $1,470,685
plus accrued interest through the redemption date.
The overall status of the Partnership's other Permanent Investments has
remained relatively constant since December 31, 1996.
Results of Operations
The table below compares the results of operations for each period shown.
<TABLE>
<CAPTION>
For the For the Increase
Quarter Ended Quarter Ended (Decrease)
Mar. 31, 1997 Mar. 31, 1996 From 1996
--------------- --------------- ---------------
<S> <C> <C> <C>
Mortgage-backed securities income $ 259,640 $ 316,207 $ (56,567)
Equity in earnings of property partnerships 68,750 106,126 (37,376)
Interest income on temporary cash investments 28,333 5,430 22,903
-------------- --------------- ---------------
356,723 427,763 (71,040)
General and administrative expenses (87,041) (80,905) 6,136
-------------- --------------- ---------------
Net income $ 269,682 $ 346,858 $ (77,176)
============== =============== ===============
</TABLE>
Mortgage-backed securities income decreased for the quarter ended March 31,
1997, compared to the same period in 1996. Approximately $34,300 of such
decrease was due to the redemption of the GNMA Certificate related to Ashwood
Apartments with the remaining decrease of approximately $22,300 due to
continued amortization of the principal balances of the Partnership's other
mortgage-backed securities.
<PAGE> - 8 -
Equity in earnings of property partnerships is a function of the cash flow
received by the Partnership from its interest in the operating partnerships
which own the properties. Prior to the write-down of each investment in PREP
to zero, equity in earnings of property partnerships also reflects the
Partnership's allocable share of earnings generated by each of the properties.
Equity in earnings of property partnerships decreased for the quarter ended
March 31, 1997, compared to the same period in 1996. Approximately $32,200 of
such decrease is attributable to the Partnership no longer receiving
distributions from Ashwood Apartments due to the sale of the Partnership's
PREP in Ashwood Apartments in December 1996. The remaining $5,200 decrease
was a result of a decrease in cash flow received from Broadmoor Court.
The increase in interest on temporary cash investments for the quarter ended
March 31, 1997, compared to the same period in 1996 is primarily attributable
to the increase in cash reserves as a result of the redemption of the GNMA
Certificate related to Ashwood Apartments and the sale of the Partnership's
PREP in Ashwood Apartments.
General and administrative expenses increased for the quarter ended March 31,
1997, compared to the same period in 1996. This increase is primarily due to
an increase in salaries and related expenses, which was partially offset by a
decrease in filing fees.
<PAGE> - 9 -
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
4(a) Agreement of Limited Partnership dated May 25, 1988
(incorporated herein by reference to Form 10-Q dated
March 31, 1988 filed pursuant to Section 13 or 15(d) of
the Securities Act of 1934 by America First PREP Fund 2
Limited Partnership (Commission File No. 33-13407)).
4(b) Form of Certificate of Beneficial Unit Certificate
(incorporated herein by reference to Form 10-Q dated
March 31, 1988 filed pursuant to Section 13 or 15(d) of
the Securities Act of 1934 by America First PREP Fund 2
Limited Partnership (Commission File No. 33-13407)).
(b) Form 8-K
The registrant filed the following report on Form 8-K during the
quarter for which this report is filed:
Item Reported Financial Statements Filed Date of Report
2. Acquisition no December 18, 1996
or Disposition
of Assets
<PAGE> - 10 -
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: May 13, 1997 AMERICA FIRST PREP FUND 2
LIMITED PARTNERSHIP
By America First Capital
Associates Limited
Partnership Six, General
Partner of the Registrant
By America First Companies L.L.C.,
General Partner of America
First Capital Associates
Limited Partnership Six
By /s/ Michael Thesing
Michael Thesing,
Vice President and
Principal Financial
Officer
<PAGE> - 11 -
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 2,404,323
<SECURITIES> 14,710,173
<RECEIVABLES> 96,193
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,500,516
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 17,266,410
<CURRENT-LIABILITIES> 256,450
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 17,009,960
<TOTAL-LIABILITY-AND-EQUITY> 17,266,410
<SALES> 0
<TOTAL-REVENUES> 356,723
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 87,041
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 269,682
<INCOME-TAX> 0
<INCOME-CONTINUING> 269,682
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 269,682
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
