Delaware
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47-0810385
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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1004 Farnam Street, Suite 400
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Omaha, Nebraska 68102
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(Address of principal executive offices)
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(Zip Code)
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(402) 444-1630
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(Registrant's telephone number, including area code)
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Large accelerated filer
¨
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Accelerated filer
x
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Non- accelerated filer
¨
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Smaller reporting company
¨
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(do not check if a smaller reporting company)
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Business
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Risk Factors
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Unresolved Staff Comments
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Properties
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Legal Proceedings
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Mine Safety Disclosures
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Market for Registrant's Common Equity, Related Security Holder Matters and Issuer Purchases of Equity Securities
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Selected Financial Data
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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Quantitative and Qualitative Disclosures About Market Risk
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Financial Statements and Supplementary Data
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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Controls and Procedures
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Other Information
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Directors, Executive Officers and Corporate Governance
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Executive Compensation
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Security Ownership of Certain Beneficial Owners and Management
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Certain Relationships and Related Transactions, and Director Independence
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Principal Accountant Fee and Services
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Exhibits and Financial Statement Schedules
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•
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defaults on the mortgage loans securing our tax-exempt mortgage revenue bonds;
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•
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risks associated with investing in multifamily apartments, including changes in business conditions and the general economy;
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•
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changes in short-term interest rates;
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•
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our ability to use borrowings to finance our assets;
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•
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current negative economic and credit market conditions; and
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•
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changes in the United States Department of Housing and Urban Development's Capital Fund Program
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•
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changes in government regulations affecting our business.
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1.
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Private activity bonds issued under Section 142(d) of the Internal Revenue Code;
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2.
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Bonds issued under Section 145 of the Internal Revenue Code by not-for-profit entities qualified under Section 501(c)(3) of the Internal Revenue Code;
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3.
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Essential function bonds issued by a public instrumentality to finance an apartment property owned by such instrumentality; and
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4.
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Existing “80/20 bonds” that were issued under Section 103(b)(4)(A) of the Internal Revenue Code of 1954.
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•
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HUD has provided over 1.0 million lower-income Americans with affordable rental housing opportunities;
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•
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Housing Finance Agencies (HFAs) use multifamily tax-exempt housing bonds to finance more than 100,000 apartments each year; and
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•
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The availability of tax-exempt bond financing for affordable multifamily housing to be owned by private, for-profit developers in each state in each calendar year is limited by the statewide volume cap distributed as described in Section 146 of the Internal Revenue Code; this private activity bond financing is based on state population and indexed to inflation.
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•
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The supply of rental units is expected to fall short of demand with apartment vacancies continuing to decline.
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Consolidated VIEs
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|||||||||||||||||
Property Name
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Location
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Number of Units
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Land
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Buildings and Improvements
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Carrying Value at December 31, 2012
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|||||||
Bent Tree Apartments
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Columbia, SC
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232
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$
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986,000
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$
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11,877,333
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$
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12,863,333
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Fairmont Oaks Apartments
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Gainsville, FL
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178
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850,400
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8,713,038
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9,563,438
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Lake Forest Apartments
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Daytona Beach, FL
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240
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1,396,800
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11,352,854
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12,749,654
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EAT (Maples on 97th)
(1)
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Omaha, NE
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258
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905,000
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6,161,770
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7,066,770
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$
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42,243,195
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|||||
Less accumulated depreciation (depreciation expense of approximately $1.5 million in 2012)
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(13,871,102
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)
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Balance at December 31, 2012
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$
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28,372,093
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MF Properties
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Property Name
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Location
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Number of Units
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Land
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Buildings and Improvements
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Carrying Value at December 31, 2012
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|||||||
Arboretum
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Omaha, NE
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145
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$
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1,720,740
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$
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18,997,550
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$
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20,718,290
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Eagle Village
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Evansville, IN
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511
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564,726
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12,277,210
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12,841,936
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Glynn Place
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Brunswick, GA
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128
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743,996
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4,750,267
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5,494,263
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Meadowview
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Highland Heights, KY
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118
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688,539
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5,214,306
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5,902,845
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Residences of DeCordova
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Granbury, TX
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110
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680,852
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8,389,721
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9,070,573
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Residences of Weatherford
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Weatherford, TX
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76
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533,000
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7,077,420
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7,610,420
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Construction work in process
(2)
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Lincoln, NE
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N/A
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—
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936,833
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936,833
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$
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62,575,160
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|||||
Less accumulated depreciation (depreciation expense of approximately $2.5 million in 2012)
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(5,458,961
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)
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||||||||||||
Balance at December 31, 2012
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$
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57,116,199
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2012
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High
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Low
|
||||
1st Quarter
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$
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5.59
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$
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4.91
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2nd Quarter
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$
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5.93
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$
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4.98
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3rd Quarter
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$
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6.19
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$
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5.25
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4th Quarter
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$
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7.10
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$
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5.81
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2011
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High
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Low
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||||
1st Quarter
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$
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5.90
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$
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5.22
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2nd Quarter
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$
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5.83
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$
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5.15
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3rd Quarter
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$
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5.70
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$
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5.08
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4th Quarter
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$
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5.35
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$
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4.80
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For the
Year Ended |
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For the
Year Ended |
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For the
Year Ended |
||||||
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December 31, 2012
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December 31, 2011
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December 31, 2010
|
||||||
Cash Distributions
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$
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0.5000
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$
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0.5000
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$
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0.5100
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For the
Year Ended December 31, 2012 |
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For the
Year Ended December 31, 2011 |
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For the
Year Ended December 31, 2010 |
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For the
Year Ended December 31, 2009 |
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For the
Year Ended December 31, 2008 |
||||||||||
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|||||||||||||||
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|||||||||||||||
Property revenue
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12,654,530
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10,976,250
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9,106,667
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10,174,848
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10,059,916
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|||||
Real estate operating expenses
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(7,877,931
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)
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(6,758,707
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)
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(6,060,676
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)
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(6,973,134
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)
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(6,865,593
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)
|
|||||
Depreciation and amortization expense
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(4,982,030
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)
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(3,963,502
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)
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(3,590,151
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)
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(4,178,377
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)
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(3,445,511
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)
|
|||||
Investment income
|
11,078,467
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|
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9,497,281
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6,881,314
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4,253,164
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|
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4,230,205
|
|
|||||
Gain on sale and retirement of bonds
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680,444
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445,257
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|
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|
|||||
Other interest income
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150,882
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485,679
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455,622
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106,082
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150,786
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|||||
Other income
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555,328
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294,328
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—
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—
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—
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|||||
Gain on sale of assets held for sale
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—
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—
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—
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862,865
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|
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—
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|
|||||
Gain on early extinguishment of debt
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—
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—
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435,395
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—
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(68,218
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)
|
|||||
Asset impairment charge - Weatherford
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—
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—
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(2,528,852
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)
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—
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|
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—
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|
|||||
Provision for loss on receivables
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(452,700
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)
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(952,700
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)
|
|
|
|
|
|
|
|
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|
|||||
Provision for loan loss
|
—
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|
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(4,242,571
|
)
|
|
(562,385
|
)
|
|
(1,401,731
|
)
|
|
—
|
|
|||||
Interest expense
|
(5,530,995
|
)
|
|
(5,441,700
|
)
|
|
(1,887,823
|
)
|
|
(3,307,854
|
)
|
|
(3,316,993
|
)
|
|||||
General and administrative expenses
|
(3,512,233
|
)
|
|
(2,764,970
|
)
|
|
(2,383,784
|
)
|
|
(1,997,661
|
)
|
|
(1,808,459
|
)
|
|||||
Income (loss) from continuing operations
|
2,763,762
|
|
|
(2,425,355
|
)
|
|
(134,673
|
)
|
|
(2,461,798
|
)
|
|
(1,063,867
|
)
|
|||||
Income (loss) from discontinued operations, (including gain on sale of $1,406,608 and $26,514,809 in 2012 and 2009, respectively)
|
2,232,276
|
|
|
752,192
|
|
|
(469,518
|
)
|
|
26,289,211
|
|
|
23,263
|
|
|||||
Net income (loss)
|
4,996,038
|
|
|
(1,673,163
|
)
|
|
(604,191
|
)
|
|
23,827,413
|
|
|
(1,040,604
|
)
|
|||||
Less: net income (loss) attributable to noncontrolling interest
|
549,194
|
|
|
570,759
|
|
|
(203,831
|
)
|
|
(11,540
|
)
|
|
(9,364
|
)
|
|||||
Net income (loss) - America First Tax Exempt Investors, L. P.
|
4,446,844
|
|
|
(2,243,922
|
)
|
|
(400,360
|
)
|
|
23,838,953
|
|
|
(1,031,240
|
)
|
|||||
Less: general partners' interest in net income
|
691,312
|
|
|
152,359
|
|
|
28,532
|
|
|
804,223
|
|
|
64,059
|
|
|||||
Unallocated (loss) income related to variable interest entities
|
(1,522,846
|
)
|
|
(1,289,539
|
)
|
|
(2,466,260
|
)
|
|
20,495,957
|
|
|
(3,756,894
|
)
|
|||||
Unitholders' interest in net income (loss)
|
$
|
5,278,378
|
|
|
$
|
(1,106,742
|
)
|
|
$
|
2,037,368
|
|
|
$
|
2,538,773
|
|
|
$
|
2,661,595
|
|
Unitholders' Interest in net income per unit (basic and diluted):
|
|
|
|
|
|
|
|
|
|||||||||||
Income (loss) from continuing operations
|
$
|
0.09
|
|
|
$
|
(0.06
|
)
|
|
$
|
0.09
|
|
|
$
|
0.18
|
|
|
$
|
0.24
|
|
Income (loss) from discontinued operations
|
$
|
0.05
|
|
|
$
|
0.02
|
|
|
$
|
(0.02
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.04
|
)
|
Net income (loss), basic and diluted, per unit
|
$
|
0.14
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.07
|
|
|
$
|
0.15
|
|
|
$
|
0.20
|
|
Distributions paid or accrued per BUC
|
$
|
0.5000
|
|
|
$
|
0.5000
|
|
|
$
|
0.5400
|
|
|
$
|
0.5450
|
|
|
$
|
0.5400
|
|
Weighted average number of BUCs outstanding, basic and diluted
|
37,367,600
|
|
|
30,122,928
|
|
|
27,493,449
|
|
|
16,661,969
|
|
|
13,512,928
|
|
|
For the
Year Ended December 31, 2012 |
|
For the
Year Ended December 31, 2011 |
|
For the
Year Ended December 31, 2010 |
|
For the
Year Ended December 31, 2009 |
|
For the
Year Ended December 31, 2008 |
||||||||||
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|||||||||||||||
Investments in tax-exempt mortgage revenue bonds, at fair value
|
$
|
45,703,294
|
|
|
$
|
26,542,565
|
|
|
$
|
27,115,164
|
|
|
$
|
69,399,763
|
|
|
$
|
44,492,526
|
|
Tax-exempt mortgage revenue bonds held in trust, at fair value
|
$
|
99,534,082
|
|
|
$
|
109,152,787
|
|
|
$
|
73,451,479
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Public housing capital fund trusts, at fair value
|
$
|
65,389,298
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mortgage-backed securities, at fair value
|
$
|
32,121,412
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Real estate assets, net
|
$
|
85,488,292
|
|
|
$
|
75,268,936
|
|
|
$
|
51,750,123
|
|
|
$
|
61,148,393
|
|
|
$
|
55,307,206
|
|
Total assets of discontinued operations
|
$
|
32,580,427
|
|
|
$
|
37,494,700
|
|
|
$
|
33,714,886
|
|
|
$
|
31,891,383
|
|
|
$
|
34,283,305
|
|
Total assets
|
$
|
413,150,755
|
|
|
$
|
297,976,545
|
|
|
$
|
241,607,249
|
|
|
$
|
190,770,720
|
|
|
$
|
157,863,276
|
|
Total debt of continuing operations
|
$
|
217,067,507
|
|
|
$
|
148,137,455
|
|
|
$
|
99,972,100
|
|
|
$
|
59,783,065
|
|
|
$
|
66,154,371
|
|
Total debt of discontinued operations
|
$
|
—
|
|
|
$
|
10,779,428
|
|
|
$
|
6,281,882
|
|
|
$
|
25,697,122
|
|
|
$
|
41,319,656
|
|
Cash flows provided by (used in) operating activities
|
$
|
7,482,090
|
|
|
$
|
10,229,300
|
|
|
$
|
2,200,893
|
|
|
$
|
(339,254
|
)
|
|
$
|
4,445,215
|
|
Cash flows (used in) provided by investing activities
|
$
|
(97,296,115
|
)
|
|
$
|
(31,811,420
|
)
|
|
$
|
(48,549,857
|
)
|
|
$
|
11,822,244
|
|
|
$
|
(16,598,170
|
)
|
Cash flows provided by (used in) financing activities
|
$
|
99,932,112
|
|
|
$
|
28,518,485
|
|
|
$
|
42,345,477
|
|
|
$
|
(1,563,495
|
)
|
|
$
|
4,692,149
|
|
Cash Available for Distribution ("CAD")
(1)
|
$
|
12,288,089
|
|
|
$
|
10,608,768
|
|
|
$
|
9,513,494
|
|
|
$
|
8,708,527
|
|
|
$
|
6,248,920
|
|
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
Net income (loss) - America First Tax Exempt Investors L.P.
|
|
$
|
4,446,844
|
|
|
$
|
(2,243,922
|
)
|
|
$
|
(400,360
|
)
|
|
$
|
23,838,953
|
|
|
$
|
(1,031,240
|
)
|
Net (loss) income related to VIEs and eliminations due to consolidation
|
|
1,522,846
|
|
|
1,289,539
|
|
|
2,466,260
|
|
|
(20,495,957
|
)
|
|
3,756,894
|
|
|||||
Net income (loss) before impact of VIE consolidation
|
|
5,969,690
|
|
|
(954,383
|
)
|
|
2,065,900
|
|
|
3,342,996
|
|
|
2,725,654
|
|
|||||
Change in fair value of derivatives and interest rate derivative amortization
|
|
944,541
|
|
|
2,083,521
|
|
|
(571,684
|
)
|
|
830,142
|
|
|
721,102
|
|
|||||
Depreciation and amortization expense (Partnership only)
|
|
3,447,316
|
|
|
2,281,541
|
|
|
1,337,859
|
|
|
1,625,120
|
|
|
1,298,594
|
|
|||||
Provision for loss on receivables
|
|
452,700
|
|
|
952,700
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Provision for loan loss
|
|
—
|
|
|
4,242,571
|
|
|
1,147,716
|
|
|
1,696,730
|
|
|
—
|
|
|||||
Deposit liability gain - Ohio sale agreement
|
|
—
|
|
|
—
|
|
|
1,775,527
|
|
|
—
|
|
|
—
|
|
|||||
Tier 2 Income distributable to the General Partner
(1)
|
|
(657,933
|
)
|
|
(170,410
|
)
|
|
(472,246
|
)
|
|
(802,909
|
)
|
|
(38,336
|
)
|
|||||
Asset impairment charge - Weatherford
|
|
—
|
|
|
—
|
|
|
2,716,330
|
|
|
—
|
|
|
—
|
|
|||||
Depreciation and amortization related to discontinued operations
|
|
452,942
|
|
|
887,492
|
|
|
1,172,771
|
|
|
1,888,953
|
|
|
1,541,906
|
|
|||||
Loss on bond sale
|
|
—
|
|
|
—
|
|
|
—
|
|
|
127,495
|
|
|
—
|
|
|||||
Bond purchase discount accretion (net of cash received)
|
|
160,464
|
|
|
(100,998
|
)
|
|
(403,906
|
)
|
|
—
|
|
|
—
|
|
|||||
Ohio and Greens deferred interest
|
|
1,518,369
|
|
|
1,390,056
|
|
|
745,227
|
|
|
—
|
|
|
—
|
|
|||||
CAD
|
|
$
|
12,288,089
|
|
|
$
|
10,612,090
|
|
|
$
|
9,513,494
|
|
|
$
|
8,708,527
|
|
|
$
|
6,248,920
|
|
Weighted average number of units outstanding,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
basic and diluted
|
|
37,367,600
|
|
|
30,122,928
|
|
|
27,493,449
|
|
|
16,661,969
|
|
|
13,512,928
|
|
|||||
Net income (loss), basic and diluted, per unit
|
|
$
|
0.14
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.07
|
|
|
$
|
0.15
|
|
|
$
|
0.20
|
|
Total CAD per unit
|
|
$
|
0.33
|
|
|
$
|
0.35
|
|
|
$
|
0.35
|
|
|
$
|
0.52
|
|
|
$
|
0.46
|
|
Distributions per unit
|
|
$
|
0.5000
|
|
|
$
|
0.5000
|
|
|
$
|
0.5000
|
|
|
$
|
0.5450
|
|
|
$
|
0.5400
|
|
•
|
ATAX TEBS I, LLC, a special purpose entity owned and controlled by the Partnership, created to facilitate the Tax Exempt Bond Securitization (“TEBS”) Financing with Freddie Mac (See Notes 2 and 11 to the consolidated financial statements).
|
•
|
Seven multifamily apartments ("MF Properties") of which six are owned by various Partnership subsidiaries. Such subsidiaries hold a 99% limited partner interest in three limited partnerships and 100% member positions in four limited liability companies. The seventh MF Property is Maples on 97th whose operating results are reported by the Partnership as a result of a Master Lease Agreement between the Partnership and the owner of that property (See Note 4 to the consolidated financial statements).
|
•
|
Four apartment properties are reported as discontinued operations (See Note 10 to the consolidated financial statements).
|
|
|
|
Number
|
Percentage of Occupied
|
Economic Occupancy
(1)
for
|
||||||||
|
|
Number
|
of Units
|
Units as of December 31,
|
the period ended December 31,
|
||||||||
Property Name
|
Location
|
of Units
|
Occupied
|
2012
|
2011
|
2012
|
2011
|
||||||
|
|
|
|
|
|
|
|
||||||
Non-Consolidated Properties
|
|
|
|
|
|
|
|
||||||
Arbors of Hickory Ridge
(2)
|
Memphis, TN
|
348
|
|
319
|
|
92
|
%
|
n/a
|
|
85
|
%
|
n/a
|
|
Ashley Square Apartments
|
Des Moines, IA
|
144
|
|
141
|
|
98
|
%
|
97
|
%
|
95
|
%
|
96
|
%
|
Autumn Pines
|
Humble, TX
|
250
|
|
230
|
|
92
|
%
|
92
|
%
|
96
|
%
|
92
|
%
|
Bella Vista Apartments
|
Gainesville, TX
|
144
|
|
131
|
|
91
|
%
|
96
|
%
|
88
|
%
|
90
|
%
|
Bridle Ridge Apartments
|
Greer, SC
|
152
|
|
140
|
|
92
|
%
|
93
|
%
|
92
|
%
|
88
|
%
|
Brookstone Apartments
|
Waukegan, IL
|
168
|
|
159
|
|
95
|
%
|
95
|
%
|
91
|
%
|
91
|
%
|
Cross Creek Apartments
|
Beaufort, SC
|
144
|
|
128
|
|
89
|
%
|
85
|
%
|
79
|
%
|
83
|
%
|
Iona Lakes Apartments
|
Ft. Myers, FL
|
350
|
|
310
|
|
89
|
%
|
88
|
%
|
69
|
%
|
69
|
%
|
Runnymede Apartments
|
Austin, TX
|
252
|
|
241
|
|
96
|
%
|
94
|
%
|
95
|
%
|
88
|
%
|
South Park Ranch Apartments
|
Austin, TX
|
192
|
|
187
|
|
97
|
%
|
98
|
%
|
96
|
%
|
93
|
%
|
Villages at Lost Creek
|
San Antonio, TX
|
261
|
|
249
|
|
95
|
%
|
97
|
%
|
90
|
%
|
87
|
%
|
Woodland Park
|
Topeka, KS
|
236
|
|
211
|
|
89
|
%
|
91
|
%
|
84
|
%
|
85
|
%
|
Woodlynn Village
|
Maplewood, MN
|
59
|
|
58
|
|
98
|
%
|
100
|
%
|
98
|
%
|
97
|
%
|
|
|
2,700
|
|
2,504
|
|
93
|
%
|
94
|
%
|
87
|
%
|
87
|
%
|
|
|
|
|
|
|
|
|
||||||
Consolidated VIEs
|
|
|
|
|
|
|
|
||||||
Bent Tree Apartments
|
Columbia, SC
|
232
|
|
210
|
|
91
|
%
|
93
|
%
|
81
|
%
|
79
|
%
|
Fairmont Oaks Apartments
|
Gainesville, FL
|
178
|
|
154
|
|
87
|
%
|
89
|
%
|
78
|
%
|
78
|
%
|
Lake Forest Apartments
|
Daytona Beach, FL
|
240
|
|
217
|
|
90
|
%
|
88
|
%
|
78
|
%
|
78
|
%
|
|
|
650
|
|
581
|
|
89
|
%
|
90
|
%
|
79
|
%
|
78
|
%
|
|
|
|
|
|
|
|
|
||||||
MF Properties
|
|
|
|
|
|
|
|
||||||
Arboretum
|
Omaha, NE
|
145
|
|
125
|
|
86
|
%
|
80
|
%
|
72
|
%
|
72
|
%
|
Eagle Village
(2)
|
Evansfille, IN
|
511
|
|
360
|
|
70
|
%
|
70
|
%
|
75
|
%
|
n/a
|
|
Glynn Place
|
Brunswick, GA
|
128
|
|
98
|
|
77
|
%
|
73
|
%
|
67
|
%
|
68
|
%
|
Maples on 97th
(2)
|
Omaha, NE
|
258
|
|
222
|
|
86
|
%
|
n/a
|
|
84
|
%
|
n/a
|
|
Meadowview
|
Highland Heights, KY
|
118
|
|
116
|
|
98
|
%
|
95
|
%
|
89
|
%
|
90
|
%
|
Residences at DeCordova
(3)
|
Granbury, TX
|
110
|
|
89
|
|
81
|
%
|
95
|
%
|
77
|
%
|
86
|
%
|
Residences at Weatherford
(3)
|
Weatherford, TX
|
76
|
|
55
|
|
72
|
%
|
n/a
|
|
n/a
|
|
n/a
|
|
|
|
1,346
|
|
1,065
|
|
79
|
%
|
77
|
%
|
76
|
%
|
76
|
%
|
|
|
For the
Year Ended December 31, 2012 |
|
For the
Year Ended December 31, 2011 |
|
For the
Year Ended December 31, 2010 |
||||||
|
|
|
|
|||||||||
|
|
|
|
|||||||||
Revenues:
|
|
|
|
|
|
|
||||||
Property revenues
|
|
$
|
12,654,530
|
|
|
$
|
10,976,250
|
|
|
$
|
9,106,667
|
|
Investment income
|
|
11,078,467
|
|
|
9,497,281
|
|
|
6,881,314
|
|
|||
Gain on sale and retirement of bonds
|
|
680,444
|
|
|
445,257
|
|
|
—
|
|
|||
Other interest income
|
|
150,882
|
|
|
485,679
|
|
|
455,622
|
|
|||
Other income
|
|
555,328
|
|
|
294,328
|
|
|
—
|
|
|||
Gain on early extinguishment of debt
|
|
—
|
|
|
—
|
|
|
435,395
|
|
|||
Total Revenues
|
|
25,119,651
|
|
|
21,698,795
|
|
|
16,878,998
|
|
|||
|
|
|
|
|
|
|
||||||
Expenses:
|
|
|
|
|
|
|
||||||
Real estate operating (exclusive of items shown below)
|
|
7,877,931
|
|
|
6,758,707
|
|
|
6,060,676
|
|
|||
Provision for loss on receivables
|
|
452,700
|
|
|
952,700
|
|
|
—
|
|
|||
Provision for loan loss
|
|
—
|
|
|
4,242,571
|
|
|
562,385
|
|
|||
Asset impairment charge - Weatherford
|
|
—
|
|
|
—
|
|
|
2,528,852
|
|
|||
Depreciation and amortization
|
|
4,982,030
|
|
|
3,963,502
|
|
|
3,590,151
|
|
|||
Interest
|
|
5,530,995
|
|
|
5,441,700
|
|
|
1,887,823
|
|
|||
General and administrative
|
|
3,512,233
|
|
|
2,764,970
|
|
|
2,383,784
|
|
|||
Total Expenses
|
|
22,355,889
|
|
|
24,124,150
|
|
|
17,013,671
|
|
|||
Income (loss) from continuing operations
|
|
2,763,762
|
|
|
(2,425,355
|
)
|
|
(134,673
|
)
|
|||
Income (loss) from discontinued operations (including gain on sale of MF Properties of $1,406,608 in 2012)
|
|
2,232,276
|
|
|
752,192
|
|
|
(469,518
|
)
|
|||
Net income (loss )
|
|
4,996,038
|
|
|
(1,673,163
|
)
|
|
(604,191
|
)
|
|||
Net income (loss) attributable to noncontrolling interest
|
|
549,194
|
|
|
570,759
|
|
|
(203,831
|
)
|
|||
Net income (loss) - America First Tax Exempt Investors, L. P.
|
|
$
|
4,446,844
|
|
|
$
|
(2,243,922
|
)
|
|
$
|
(400,360
|
)
|
|
|
For the
Year Ended December 31, 2012 |
|
For the
Year Ended December 31, 2011 |
|
For the
Year Ended December 31, 2010 |
||||||
|
|
|
|
|||||||||
|
|
|
|
|||||||||
Revenues:
|
|
|
|
|
|
|
||||||
Property revenues
|
|
$
|
7,846,812
|
|
|
$
|
5,066,443
|
|
|
$
|
1,619,229
|
|
Investment income
|
|
12,599,284
|
|
|
11,515,237
|
|
|
10,223,269
|
|
|||
Gain on sale and retirement of bonds
|
|
680,444
|
|
|
445,257
|
|
|
—
|
|
|||
Other interest income
|
|
150,882
|
|
|
485,679
|
|
|
488,427
|
|
|||
Other income
|
|
557,300
|
|
|
189,340
|
|
|
—
|
|
|||
Gain on early extinguishment of debt
|
|
—
|
|
|
—
|
|
|
435,395
|
|
|||
Total Revenues
|
|
21,834,722
|
|
|
17,701,956
|
|
|
12,766,320
|
|
|||
Expenses:
|
|
|
|
|
|
|
||||||
Real estate operating (exclusive of items shown below)
|
|
4,604,870
|
|
|
3,154,290
|
|
|
961,221
|
|
|||
Provision for loss on receivables
|
|
452,700
|
|
|
952,700
|
|
|
—
|
|
|||
Provision for loan loss
|
|
—
|
|
|
4,242,571
|
|
|
1,147,716
|
|
|||
Asset impairment charge - Weatherford
|
|
—
|
|
|
—
|
|
|
2,716,330
|
|
|||
Depreciation and amortization
|
|
3,447,316
|
|
|
2,281,541
|
|
|
1,337,859
|
|
|||
Interest
|
|
5,530,995
|
|
|
5,441,700
|
|
|
1,887,823
|
|
|||
General and administrative
|
|
3,512,233
|
|
|
2,764,970
|
|
|
2,383,784
|
|
|||
Total Expenses
|
|
17,548,114
|
|
|
18,837,772
|
|
|
10,434,733
|
|
|||
Net income (loss)
|
|
4,286,608
|
|
|
(1,135,816
|
)
|
|
2,331,587
|
|
|||
Income (loss) from discontinued operations (including gain on sale of MF Properties of $1,408,608 in 2012)
|
|
2,232,276
|
|
|
752,192
|
|
|
(469,518
|
)
|
|||
Net income (loss)
|
|
6,518,884
|
|
|
(383,624
|
)
|
|
1,862,069
|
|
|||
Net income (loss) attributable to noncontrolling interest
|
|
549,194
|
|
|
570,759
|
|
|
(203,831
|
)
|
|||
Net income (loss) - America First Tax Exempt Investors, L.P.
|
|
$
|
5,969,690
|
|
|
$
|
(954,383
|
)
|
|
$
|
2,065,900
|
|
TOB Trusts
|
|
SPEARS Outstanding
|
|
Cost of Borrowings
|
|||
|
|
|
|
|
|||
PHC Certificates
|
|
$
|
48,995,000
|
|
|
2.30
|
%
|
Autumn Pines
|
|
9,850,000
|
|
|
2.05
|
%
|
|
MBS - Trust 1
|
|
2,585,000
|
|
|
1.31
|
%
|
|
MBS - Trust 2
|
|
4,090,000
|
|
|
1.29
|
%
|
|
MBS - Trust 3
|
|
3,890,000
|
|
|
1.32
|
%
|
|
MBS - Trust 4
|
|
5,960,000
|
|
|
1.29
|
%
|
|
MBS - Trust 5
|
|
8,590,000
|
|
|
1.28
|
%
|
|
|
|
$
|
83,960,000
|
|
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net income (loss) - America First Tax Exempt Investors L.P.
|
|
$
|
4,446,844
|
|
|
$
|
(2,243,922
|
)
|
|
$
|
(400,360
|
)
|
Net loss related to VIEs and eliminations due to consolidation
|
|
1,522,846
|
|
|
1,289,539
|
|
|
2,466,260
|
|
|||
Net income (loss) before impact of VIE consolidation
|
|
5,969,690
|
|
|
(954,383
|
)
|
|
2,065,900
|
|
|||
Change in fair value of derivatives and interest rate derivative amortization
|
|
944,541
|
|
|
2,083,521
|
|
|
(571,684
|
)
|
|||
Depreciation and amortization expense (Partnership only)
|
|
3,447,316
|
|
|
2,281,541
|
|
|
1,337,859
|
|
|||
Provision for loss on receivables
|
|
452,700
|
|
|
952,700
|
|
|
—
|
|
|||
Provision for loan loss
|
|
—
|
|
|
4,242,571
|
|
|
1,147,716
|
|
|||
Deposit liability gain - Ohio sale agreement
|
|
—
|
|
|
—
|
|
|
1,775,527
|
|
|||
Tier 2 Income distributable to the General Partner
(1)
|
|
(657,933
|
)
|
|
(170,410
|
)
|
|
(472,246
|
)
|
|||
Asset impairment charge - Weatherford
|
|
—
|
|
|
—
|
|
|
2,716,330
|
|
|||
Depreciation and amortization related to discontinued operations
|
|
452,942
|
|
|
887,492
|
|
|
1,172,771
|
|
|||
Bond purchase discount accretion (net of cash received)
|
|
160,464
|
|
|
(100,998
|
)
|
|
(403,906
|
)
|
|||
Ohio and Greens deferred interest
|
|
1,518,369
|
|
|
1,390,056
|
|
|
745,227
|
|
|||
CAD
|
|
$
|
12,288,089
|
|
|
$
|
10,612,090
|
|
|
$
|
9,513,494
|
|
Weighted average number of units outstanding,
|
|
|
|
|
|
|
|
|
|
|||
basic and diluted
|
|
37,367,600
|
|
|
30,122,928
|
|
|
27,493,449
|
|
|||
Net income (loss), basic and diluted, per unit
|
|
$
|
0.14
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.07
|
|
Total CAD per unit
|
|
$
|
0.33
|
|
|
$
|
0.35
|
|
|
$
|
0.35
|
|
Distributions per unit
|
|
$
|
0.5000
|
|
|
$
|
0.5000
|
|
|
$
|
0.5000
|
|
|
|
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5 years
|
||||||||||
|
Total
|
|
|
|
|
||||||||||||||
Debt financing
|
$
|
177,948,000
|
|
|
$
|
84,969,000
|
|
|
$
|
2,222,000
|
|
|
$
|
2,484,000
|
|
|
$
|
88,273,000
|
|
Mortgages payable
|
$
|
39,119,507
|
|
|
$
|
13,339,707
|
|
|
$
|
23,784,172
|
|
|
$
|
1,995,628
|
|
|
$
|
—
|
|
Effective interest rate(s)
(1)
|
|
|
2.52
|
%
|
|
2.39
|
%
|
|
2.12
|
%
|
|
2.09
|
%
|
||||||
Interest
(2)
|
$
|
15,321,821
|
|
|
$
|
4,724,112
|
|
|
$
|
4,875,169
|
|
|
$
|
3,877,369
|
|
|
$
|
1,845,171
|
|
Bond purchase commitment
|
$
|
20,638,000
|
|
|
$
|
—
|
|
|
$
|
20,638,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(1)
Interest rates shown are the average effective rate as of December 31, 2012, and include the impact of our interest rate derivatives.
|
|||||||||||||||||||
(2)
Interest shown is estimated based upon current effective interest rates through maturity.
|
1.
|
An agreement that both entitles and obligates the transferor to repurchase or redeem them before their maturity,
|
2.
|
The ability to unilaterally cause the holder to return specific assets, other than through a cleanup call, or
|
3.
|
An agreement that permits the transferee to require the transferor to repurchase the transferred financial assets at a price that is so favorable to the transferee that it is probable that the transferee will require the transferor to repurchase them.
|
i.
|
the ability to make decisions about an entity's activities through voting or similar rights;
|
ii.
|
the obligation to absorb the expected loss of the entity; or
|
iii.
|
the right to receive the expected residual returns of the entity;
|
•
|
The duration and severity of the decline in fair value,
|
•
|
Our intent to hold and the likelihood of the Company being required to sell the security before its value recovers,
|
•
|
Adverse conditions specifically related to the security, its collateral, or both,
|
•
|
Volatility of the fair value of the security,
|
•
|
The likelihood of the borrower being able to make required principal and interest payments,
|
•
|
Failure of the issuer to make scheduled interest or principal payments, and
|
•
|
Recoveries or additional declines in fair value after the balance sheet date.
|
•
|
Revenue and expense projections for the property operations, which result in the estimated net operating income generated over the ten year holding period assumed in the model. Base year (model year one) assumptions are based on historical financial results and operating budget information. Base year assumptions are then adjusted for expected changes in occupancy, rental rates and expenses, and
|
•
|
The capitalization rate utilized to estimate the sales proceeds from an assumed property sale in year ten of the model. The capitalization rate used in the current year models ranged between 6.25% and 7.5% which the Partnership believes represents a reasonable range given the current market for multifamily properties.
|
•
|
The duration and severity of the decline in fair value,
|
•
|
The Company's intent to hold and the likelihood of it being required to sell the security before its value recovers,
|
•
|
Downgrade in the security's rating by S&P,
|
•
|
Volatility of the fair value of the security,
|
•
|
A decrease in the ratio of annual appropriations received by the Public Housing Authority from the United States Department of Housing and Development ("HUD") Capital Fund Program compared to the required principal and interest payments due on the loans payable by the Public Housing Authority to the three PHC Trusts.
|
|
|
|
|
Effective
|
|
Maturity
|
|
Purchase
|
|
|
|||||
Date Purchased
|
|
Notional Amount
|
|
Capped Rate
|
|
Date
|
|
Price
|
|
Counterparty
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||
September 2, 2010
|
|
$
|
31,936,667
|
|
|
3.00
|
%
|
|
September 1, 2017
|
|
$
|
921,000
|
|
|
Bank of New York Mellon
|
|
|
|
|
|
|
|
|
|
|
|
|||||
September 2, 2010
|
|
$
|
31,936,667
|
|
|
3.00
|
%
|
|
September 1, 2017
|
|
$
|
845,600
|
|
|
Barclays Bank PLC
|
|
|
|
|
|
|
|
|
|
|
|
|||||
September 2, 2010
|
|
$
|
31,936,667
|
|
|
3.00
|
%
|
|
September 1, 2017
|
|
$
|
928,000
|
|
|
Royal Bank of Canada
|
|
December 31, 2012
|
|
December 31, 2011
|
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
30,172,773
|
|
|
$
|
20,086,841
|
|
Restricted cash
|
5,471,522
|
|
|
12,904,361
|
|
||
Interest receivable
|
8,473,360
|
|
|
6,984,978
|
|
||
Tax-exempt mortgage revenue bonds held in trust, at fair value (Notes 5 & 11)
|
99,534,082
|
|
|
109,152,787
|
|
||
Tax-exempt mortgage revenue bonds, at fair value (Note 5)
|
45,703,294
|
|
|
26,542,565
|
|
||
Public housing capital fund trusts, at fair value (Note 6)
|
65,389,298
|
|
|
—
|
|
||
Mortgage-backed securities, at fair value (Note 7)
|
32,121,412
|
|
|
—
|
|
||
Real estate assets: (Note 8)
|
|
|
|
||||
Land
|
11,202,876
|
|
|
8,313,160
|
|
||
Buildings and improvements
|
93,615,479
|
|
|
82,261,705
|
|
||
Real estate assets before accumulated depreciation
|
104,818,355
|
|
|
90,574,865
|
|
||
Accumulated depreciation
|
(19,330,063
|
)
|
|
(15,305,931
|
)
|
||
Net real estate assets
|
85,488,292
|
|
|
75,268,934
|
|
||
Other assets (Note 9)
|
8,216,295
|
|
|
9,541,379
|
|
||
Assets of discontinued operations (Note 10)
|
32,580,427
|
|
|
37,494,700
|
|
||
Total Assets
|
$
|
413,150,755
|
|
|
$
|
297,976,545
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
||||
Accounts payable, accrued expenses and other liabilities
|
$
|
5,013,947
|
|
|
$
|
2,465,785
|
|
Distribution payable
|
5,566,908
|
|
|
3,911,340
|
|
||
Debt financing (Note 11)
|
177,948,000
|
|
|
112,673,000
|
|
||
Mortgages payable (Note 12)
|
39,119,507
|
|
|
35,464,455
|
|
||
Liabilities of discontinued operations (Note 10)
|
1,531,462
|
|
|
11,872,920
|
|
||
Total Liabilities
|
229,179,824
|
|
|
166,387,500
|
|
||
|
|
|
|
||||
Commitments and Contingencies (Note 17)
|
|
|
|
||||
|
|
|
|
||||
Partners' Capital
|
|
|
|
||||
General partner (Note 2)
|
(430,087
|
)
|
|
(354,006
|
)
|
||
Beneficial Unit Certificate holders
|
207,383,087
|
|
|
154,911,228
|
|
||
Unallocated deficit of Consolidated VIEs
|
(25,035,808
|
)
|
|
(23,512,962
|
)
|
||
Total Partners' Capital
|
181,917,192
|
|
|
131,044,260
|
|
||
Noncontrolling interest (Note 8)
|
2,053,739
|
|
|
544,785
|
|
||
Total Capital
|
183,970,931
|
|
|
131,589,045
|
|
||
Total Liabilities and Partners' Capital
|
$
|
413,150,755
|
|
|
$
|
297,976,545
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Property revenues
|
|
$
|
12,654,530
|
|
|
$
|
10,976,250
|
|
|
$
|
9,106,667
|
|
Investment income
|
|
11,078,467
|
|
|
9,497,281
|
|
|
6,881,314
|
|
|||
Gain on sale and retirement of bonds
|
|
680,444
|
|
|
445,257
|
|
|
—
|
|
|||
Other interest income
|
|
150,882
|
|
|
485,679
|
|
|
455,622
|
|
|||
Other income
|
|
555,328
|
|
|
294,328
|
|
|
—
|
|
|||
Gain on early extinguishment of debt
|
|
—
|
|
|
—
|
|
|
435,395
|
|
|||
Total Revenues
|
|
25,119,651
|
|
|
21,698,795
|
|
|
16,878,998
|
|
|||
Expenses:
|
|
|
|
|
|
|
||||||
Real estate operating (exclusive of items shown below)
|
|
7,877,931
|
|
|
6,758,707
|
|
|
6,060,676
|
|
|||
Provision for loss on receivables
|
|
452,700
|
|
|
952,700
|
|
|
—
|
|
|||
Provision for loan loss
|
|
—
|
|
|
4,242,571
|
|
|
562,385
|
|
|||
Asset impairment charge - Weatherford
|
|
—
|
|
|
—
|
|
|
2,528,852
|
|
|||
Depreciation and amortization
|
|
4,982,030
|
|
|
3,963,502
|
|
|
3,590,151
|
|
|||
Interest
|
|
5,530,995
|
|
|
5,441,700
|
|
|
1,887,823
|
|
|||
General and administrative
|
|
3,512,233
|
|
|
2,764,970
|
|
|
2,383,784
|
|
|||
Total Expenses
|
|
22,355,889
|
|
|
24,124,150
|
|
|
17,013,671
|
|
|||
Income (loss) from continuing operations
|
|
2,763,762
|
|
|
(2,425,355
|
)
|
|
(134,673
|
)
|
|||
Income (loss) from discontinued operations (including gain on MF Property sales of approximately $1,406,608 in 2012)
|
|
2,232,276
|
|
|
752,192
|
|
|
(469,518
|
)
|
|||
Net income (loss)
|
|
4,996,038
|
|
|
(1,673,163
|
)
|
|
(604,191
|
)
|
|||
Net income (loss) attributable to noncontrolling interest
|
|
549,194
|
|
|
570,759
|
|
|
(203,831
|
)
|
|||
Net income (loss) - America First Tax Exempt Investors, L.P.
|
|
$
|
4,446,844
|
|
|
$
|
(2,243,922
|
)
|
|
$
|
(400,360
|
)
|
|
|
|
|
|
|
|
||||||
Net income (loss) allocated to:
|
|
|
|
|
|
|
||||||
General Partner
|
|
$
|
691,312
|
|
|
$
|
152,359
|
|
|
$
|
28,532
|
|
Limited Partners - Unitholders
|
|
5,278,378
|
|
|
(1,106,742
|
)
|
|
2,037,368
|
|
|||
Unallocated loss of Consolidated Property VIEs
|
|
(1,522,846
|
)
|
|
(1,289,539
|
)
|
|
(2,466,260
|
)
|
|||
Noncontrolling interest
|
|
549,194
|
|
|
570,759
|
|
|
(203,831
|
)
|
|||
|
|
$
|
4,996,038
|
|
|
$
|
(1,673,163
|
)
|
|
$
|
(604,191
|
)
|
|
|
|
|
|
|
|
||||||
Unitholders' interest in net income (loss) per unit (basic and diluted):
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
|
$
|
0.09
|
|
|
$
|
(0.06
|
)
|
|
$
|
0.09
|
|
Income (loss) from discontinued operations
|
|
0.05
|
|
|
0.02
|
|
|
(0.02
|
)
|
|||
Net income (loss), basic and diluted, per unit
|
|
$
|
0.14
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.07
|
|
|
|
|
|
|
|
|
||||||
Weighted average number of units outstanding, basic and diluted
|
|
37,367,600
|
|
|
30,122,928
|
|
|
27,493,449
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net income (loss)
|
|
$
|
4,996,038
|
|
|
$
|
(1,673,163
|
)
|
|
$
|
(604,191
|
)
|
Unrealized gain (loss) on securities
|
|
7,065,487
|
|
|
10,514,370
|
|
|
(3,023,351
|
)
|
|||
Comprehensive income (loss) - America First Tax Exempt Investors, L.P.
|
|
$
|
12,061,525
|
|
|
$
|
8,841,207
|
|
|
$
|
(3,627,542
|
)
|
|
|
|
|
|
|
|
||||||
Comprehensive income (loss) allocated to:
|
|
|
|
|
|
|
||||||
General Partner
|
|
$
|
761,967
|
|
|
$
|
257,503
|
|
|
$
|
(1,702
|
)
|
Limited Partners - Unitholders
|
|
12,273,210
|
|
|
9,302,484
|
|
|
(955,749
|
)
|
|||
Unallocated loss of Consolidated Property VIEs
|
|
(1,522,846
|
)
|
|
(1,289,539
|
)
|
|
(2,466,260
|
)
|
|||
Noncontrolling interest
|
|
549,194
|
|
|
570,759
|
|
|
(203,831
|
)
|
|||
Comprehensive income (loss) - America First Tax Exempt Investors, L.P.
|
|
$
|
12,061,525
|
|
|
$
|
8,841,207
|
|
|
$
|
(3,627,542
|
)
|
|
General Partner
|
|
|
|
Beneficial Unit Certificate Holders
|
|
Unallocated deficit of variable interest entities
|
|
Non-controlling Interest
|
|
Total
|
|
Accumulated Other Comprehensive Income (Loss)
|
|||||||||||||
|
|
|
|
|||||||||||||||||||||||
|
|
# of Units
|
|
|||||||||||||||||||||||
Balance at January 1, 2010
|
$
|
271,051
|
|
|
21,842,928
|
|
|
$
|
130,482,881
|
|
|
$
|
(32,215,697
|
)
|
|
$
|
62,505
|
|
|
$
|
98,600,740
|
|
|
$
|
(11,009,231
|
)
|
Sale of Beneficial Unit Certificates
|
|
|
|
8,280,000
|
|
|
41,591,576
|
|
|
|
|
|
|
|
|
41,591,576
|
|
|
|
|
||||||
Deconsolidation of VIEs - (Note 4)
|
15,881
|
|
|
|
|
|
1,572,185
|
|
|
1,736,288
|
|
|
|
|
3,324,354
|
|
|
1,588,066
|
|
|||||||
Consolidation of VIEs - (Note 4)
|
27,523
|
|
|
|
|
2,724,760
|
|
|
|
|
|
|
|
2,752,283
|
|
|
2,752,283
|
|
||||||||
Distributions paid or accrued:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Regular distribution
|
(127,566
|
)
|
|
|
|
(12,629,015
|
)
|
|
|
|
|
|
(12,756,581
|
)
|
|
|
||||||||||
Distribution of Tier 2 earnings (Note 3)
|
(465,816
|
)
|
|
|
|
(1,397,449
|
)
|
|
|
|
|
|
(1,863,265
|
)
|
|
|
||||||||||
Net income (loss)
|
28,532
|
|
|
|
|
2,037,368
|
|
|
(2,466,260
|
)
|
|
(203,831
|
)
|
|
(604,191
|
)
|
|
|
||||||||
Unrealized loss on securities
|
(30,234
|
)
|
|
|
|
(2,993,117
|
)
|
|
|
|
|
|
(3,023,351
|
)
|
|
(3,023,351
|
)
|
|||||||||
Balance at December 31, 2010
|
(280,629
|
)
|
|
30,122,928
|
|
|
161,389,189
|
|
|
(32,945,669
|
)
|
|
(141,326
|
)
|
|
128,021,565
|
|
|
(9,692,233
|
)
|
||||||
Deconsolidation of VIE (Note 4)
|
(7,262
|
)
|
|
|
|
|
(718,981
|
)
|
|
10,722,246
|
|
|
|
|
|
9,996,003
|
|
|
(726,243
|
)
|
||||||
Limited partners interest in Ohio Properties
|
—
|
|
|
|
|
—
|
|
|
|
|
115,352
|
|
|
115,352
|
|
|
|
|||||||||
Distributions paid or accrued:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Regular distribution
|
(154,969
|
)
|
|
|
|
(14,555,517
|
)
|
|
|
|
|
|
(14,710,486
|
)
|
|
|
||||||||||
Distribution of Tier 2 earnings (Note 3)
|
(168,649
|
)
|
|
|
|
(505,947
|
)
|
|
|
|
|
|
(674,596
|
)
|
|
|
||||||||||
Net income (loss)
|
152,359
|
|
|
|
|
(1,106,742
|
)
|
|
(1,289,539
|
)
|
|
570,759
|
|
|
(1,673,163
|
)
|
|
|
||||||||
Unrealized gain on securities
|
105,144
|
|
|
|
|
10,409,226
|
|
|
|
|
|
|
10,514,370
|
|
|
10,514,370
|
|
|||||||||
Balance at December 31, 2011
|
(354,006
|
)
|
|
30,122,928
|
|
|
154,911,228
|
|
|
(23,512,962
|
)
|
|
544,785
|
|
|
131,589,045
|
|
|
95,894
|
|
||||||
Sale of Beneficial Unit Certificates
|
|
|
12,650,000
|
|
|
60,003,863
|
|
|
|
|
|
|
60,003,863
|
|
|
|
||||||||||
Noncontrolling interest contribution
|
|
|
|
|
|
|
|
|
959,760
|
|
|
959,760
|
|
|
|
|||||||||||
Distributions paid or accrued:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Regular distribution
|
(180,115
|
)
|
|
|
|
(17,831,417
|
)
|
|
|
|
|
|
(18,011,532
|
)
|
|
|
||||||||||
Distribution of Tier 2 earnings (Note 3)
|
(657,933
|
)
|
|
|
|
(1,973,797
|
)
|
|
|
|
|
|
(2,631,730
|
)
|
|
|
||||||||||
Net income (loss)
|
691,312
|
|
|
|
|
5,278,378
|
|
|
(1,522,846
|
)
|
|
549,194
|
|
|
4,996,038
|
|
|
|
||||||||
Unrealized gain on securities
|
70,655
|
|
|
|
|
6,994,832
|
|
|
—
|
|
|
—
|
|
|
7,065,487
|
|
|
7,065,487
|
|
|||||||
Balance at December 31, 2012
|
$
|
(430,087
|
)
|
|
42,772,928
|
|
|
$
|
207,383,087
|
|
|
$
|
(25,035,808
|
)
|
|
$
|
2,053,739
|
|
|
$
|
183,970,931
|
|
|
$
|
7,161,381
|
|
|
|
For the years ended,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
4,996,038
|
|
|
$
|
(1,673,163
|
)
|
|
$
|
(604,191
|
)
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization expense
|
|
6,386,788
|
|
|
5,691,639
|
|
|
5,062,817
|
|
|||
Provision for loss from receivables
|
|
452,700
|
|
|
952,700
|
|
|
—
|
|
|||
Asset impairment charge - Weatherford
|
|
—
|
|
|
—
|
|
|
2,528,852
|
|
|||
Provision for loan loss
|
|
—
|
|
|
4,242,571
|
|
|
562,385
|
|
|||
Non-cash loss on derivatives
|
|
944,541
|
|
|
2,083,521
|
|
|
(571,684
|
)
|
|||
Bond premium/discount amortization
|
|
(399,824
|
)
|
|
(481,225
|
)
|
|
(464,560
|
)
|
|||
Gain on sale of MF Properties
|
|
(1,406,608
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on the sale of bonds
|
|
(680,444
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on bond retirement and asset sold
|
|
—
|
|
|
(463,461
|
)
|
|
—
|
|
|||
Gain on early extinguishment of debt
|
|
—
|
|
|
—
|
|
|
(435,395
|
)
|
|||
Gain on foreclosure
|
|
—
|
|
|
(104,988
|
)
|
|
—
|
|
|||
Changes in operating assets and liabilities, net of effect of acquisitions
|
|
|
|
|
|
|
||||||
Increase in interest receivable
|
|
(2,442,220
|
)
|
|
(1,575,860
|
)
|
|
(2,740,834
|
)
|
|||
(Increase) decrease in other assets
|
|
(154,461
|
)
|
|
1,137,626
|
|
|
(1,213,333
|
)
|
|||
Decrease (increase) in accounts payable and accrued expenses
|
|
(214,420
|
)
|
|
419,940
|
|
|
76,836
|
|
|||
Net cash provided by operating activities
|
|
7,482,090
|
|
|
10,229,300
|
|
|
2,200,893
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
(8,029,349
|
)
|
|
(14,081,507
|
)
|
|
(1,641,480
|
)
|
|||
Acquisition of tax-exempt mortgage revenue bonds
|
|
(28,561,857
|
)
|
|
(20,917,500
|
)
|
|
(28,195,363
|
)
|
|||
Acquisition of public housing capital fund trust certificates
|
|
(65,985,913
|
)
|
|
—
|
|
|
—
|
|
|||
Acquisition of mortgage-backed securities
|
|
(37,573,386
|
)
|
|
—
|
|
|
—
|
|
|||
Acquisition of partnerships, net of cash acquired
|
|
(5,500,000
|
)
|
|
(24,779,613
|
)
|
|
—
|
|
|||
Increase in notes receivable
|
|
(191,264
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of discontinued operations
|
|
10,825,000
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from the sale of bonds and mortgage-backed securities
|
|
31,872,522
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from bond retirement
|
|
—
|
|
|
11,067,524
|
|
|
—
|
|
|||
Decrease (increase) in restricted cash
|
|
(70,320
|
)
|
|
(281,275
|
)
|
|
36,031
|
|
|||
Restricted cash - debt collateral released (paid)
|
|
7,247,341
|
|
|
6,677,529
|
|
|
(15,409,293
|
)
|
|||
Change in restricted cash - Greens sale
|
|
(2,459,187
|
)
|
|
—
|
|
|
—
|
|
|||
Change in restricted cash - Ohio sale
|
|
—
|
|
|
2,684,876
|
|
|
(2,684,876
|
)
|
|||
Cash released upon foreclosure
|
|
—
|
|
|
2,235,335
|
|
|
—
|
|
|||
Proceeds from assets sold
|
|
—
|
|
|
36,500
|
|
|
—
|
|
|||
Transfer of cash to deconsolidated VIE upon deconsolidation
|
|
—
|
|
|
(5,135
|
)
|
|
(88,949
|
)
|
|||
Transfer of cash from consolidated VIE upon consolidation
|
|
—
|
|
|
—
|
|
|
1,979
|
|
|||
Principal payments received on taxable loans
|
|
160,000
|
|
|
4,528,137
|
|
|
—
|
|
|||
Principal payments received on tax-exempt and taxable mortgage revenue bonds
|
|
970,298
|
|
|
1,023,709
|
|
|
547,094
|
|
|||
Investments in other assets
|
|
—
|
|
|
—
|
|
|
(1,115,000
|
)
|
|||
Net cash used by investing activities
|
|
(97,296,115
|
)
|
|
(31,811,420
|
)
|
|
(48,549,857
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|||
Distributions paid
|
|
(18,987,693
|
)
|
|
(15,277,141
|
)
|
|
(13,574,391
|
)
|
|||
Net proceeds from the sale of beneficial unit certificates
|
|
60,003,863
|
|
|
—
|
|
|
41,591,576
|
|
|||
Proceeds from debt financing
|
|
77,879,014
|
|
|
58,599,571
|
|
|
95,810,000
|
|
|
|
For the years ended,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Sale of LP Interests
|
|
959,760
|
|
|
115,352
|
|
|
—
|
|
|||
Decrease in liabilities related to restricted cash
|
|
70,320
|
|
|
281,275
|
|
|
(36,031
|
)
|
|||
Debt financing costs
|
|
(264,762
|
)
|
|
(338,903
|
)
|
|
(3,903,782
|
)
|
|||
Principal payments on debt financing
|
|
(8,835,000
|
)
|
|
(14,861,669
|
)
|
|
(55,742,635
|
)
|
|||
Principal payments on mortgages payable
|
|
(10,893,390
|
)
|
|
—
|
|
|
(18,858,175
|
)
|
|||
Loan extension payment
|
|
—
|
|
|
—
|
|
|
(246,485
|
)
|
|||
Acquisition of interest rate cap agreements
|
|
—
|
|
|
—
|
|
|
(2,694,600
|
)
|
|||
Net cash provided by financing activities
|
|
99,932,112
|
|
|
28,518,485
|
|
|
42,345,477
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
10,118,087
|
|
|
6,936,365
|
|
|
(4,003,487
|
)
|
|||
Cash and cash equivalents at beginning of period, including cash and cash equivalents of discontinued operations of $126,572, $65,527, and $198,528, respectively
|
|
20,213,413
|
|
|
13,277,048
|
|
|
17,280,535
|
|
|||
Cash and cash equivalents at end of period, including cash and cash equivalents of discontinued operations of $158,727, $126,572, and $65,527, respectively
|
|
$
|
30,331,500
|
|
|
$
|
20,213,413
|
|
|
$
|
13,277,048
|
|
|
|
|
|
|
|
|
||||||
Supplemental Cash Flow Information:
|
|
|
|
|
|
|
||||||
Cash paid during the period for interest
|
|
$
|
4,437,961
|
|
|
$
|
3,580,562
|
|
|
$
|
2,487,421
|
|
Distributions declared but not paid
|
|
$
|
5,566,908
|
|
|
$
|
3,911,340
|
|
|
$
|
3,803,399
|
|
Cash received for the sale of the MF Properties eliminated in consolidation (Notes 3, 5 and 8)
|
|
$
|
7,265,000
|
|
|
$
|
—
|
|
|
$
|
16,192,000
|
|
Cash paid for purchase of tax-exempt mortgage revenue bond eliminated in consolidation (Notes 3, 5 and 8)
|
|
$
|
(9,465,000
|
)
|
|
$
|
—
|
|
|
$
|
(18,313,000
|
)
|
Cash paid for taxable loan eliminated in consolidation (Notes 3, 5 and 8)
|
|
$
|
(850,000
|
)
|
|
$
|
—
|
|
|
$
|
(1,236,236
|
)
|
Capital expenditures financed through accounts and notes payable
|
|
$
|
2,584,417
|
|
|
$
|
8,949,253
|
|
|
$
|
95,646
|
|
•
|
The duration and severity of the decline in fair value,
|
•
|
The Company's intent to hold and the likelihood of it being required to sell the security before its value recovers,
|
•
|
Adverse conditions specifically related to the security, its collateral, or both,
|
•
|
Volatility of the fair value of the security,
|
•
|
The likelihood of the borrower being able to make payments,
|
•
|
Failure of the issuer to make scheduled interest or principal payments, and
|
•
|
Recoveries or additional declines in fair value after the balance sheet date.
|
•
|
Revenue and expense projections for the property operations, which result in the estimated net operating income generated over the ten year holding period assumed in the model. Base year (model year one) assumptions are based on historical financial results and operating budget information. Base year assumptions are then adjusted for expected changes in occupancy, rental rates and expenses, and
|
•
|
The capitalization rate utilized to estimate the sales proceeds from an assumed property sale in year ten of the model. The capitalization rate used in the current year models ranged between
6.25%
and
7.5%
which the Company believes represents a reasonable range given the current market for multifamily properties.
|
•
|
The duration and severity of the decline in fair value,
|
•
|
The Company's intent to hold and the likelihood of it being required to sell the security before its value recovers,
|
•
|
Downgrade in the security's rating by S&P,
|
•
|
Volatility of the fair value of the security,
|
1.
|
An agreement that both entitles and obligates the transferor to repurchase or redeem them before their maturity,
|
2.
|
The ability to unilaterally cause the holder to return specific assets, other than through a cleanup call, or
|
3.
|
An agreement that permits the transferee to require the transferor to repurchase the transferred financial assets at a price that is so favorable to the transferee that it is probable that the transferee will require the transferor to repurchase them.
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Calculation of unitholders' interest in income (loss) from continuing operations:
|
|
|
|
|
|
|
|
||||||
|
Income (loss) from continuing operations
|
|
$
|
2,763,762
|
|
|
$
|
(2,425,355
|
)
|
|
$
|
(134,673
|
)
|
|
Less: general partners' interest in income
|
|
331,403
|
|
|
144,837
|
|
|
33,227
|
|
|||
|
Unallocated loss related to variable interest entities
|
|
(1,522,846
|
)
|
|
(1,289,539
|
)
|
|
(2,466,260
|
)
|
|||
|
Noncontrolling interest
|
|
549,194
|
|
|
570,759
|
|
|
(203,831
|
)
|
|||
|
Unitholders' interest in income (loss) from continuing operations
|
|
$
|
3,406,011
|
|
|
$
|
(1,851,412
|
)
|
|
$
|
2,502,191
|
|
Calculation of unitholders' interest in income (loss) from discontinued operations:
|
|
|
|
|
|
|
|||||||
|
Income (loss) from discontinued operations
|
|
$
|
2,232,276
|
|
|
$
|
752,192
|
|
|
$
|
(469,518
|
)
|
|
Less: general partners' interest in income
|
|
359,909
|
|
|
7,522
|
|
|
(4,695
|
)
|
|||
|
Unallocated income related to variable interest entities
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
Unitholders' interest in discontinued operations
|
|
$
|
1,872,367
|
|
|
$
|
744,670
|
|
|
$
|
(464,823
|
)
|
Calculation of unitholders' interest in net income (loss)
|
|
|
|
|
|
|
|||||||
|
Net income (loss)
|
|
$
|
4,996,038
|
|
|
$
|
(1,673,163
|
)
|
|
$
|
(604,191
|
)
|
|
Less: general partners' interest in net income
|
|
691,312
|
|
|
152,359
|
|
|
28,532
|
|
|||
|
Unallocated (loss) related to variable interest entities
|
|
(1,522,846
|
)
|
|
(1,289,539
|
)
|
|
(2,466,260
|
)
|
|||
|
Noncontrolling interest
|
|
549,194
|
|
|
570,759
|
|
|
(203,831
|
)
|
|||
|
Unitholders' interest in net income (loss)
|
|
$
|
5,278,378
|
|
|
$
|
(1,106,742
|
)
|
|
$
|
2,037,368
|
|
|
|
|
|
|
|
|
|||||||
Weighted average number of units outstanding (basic and diluted)
|
|
37,367,600
|
|
|
30,122,928
|
|
|
27,493,449
|
|
||||
Unitholders' interest in net income per BUC (basic and diluted):
|
|
|
|
|
|
|
|||||||
|
Income (loss) from continuing operations
|
|
$
|
0.09
|
|
|
$
|
(0.06
|
)
|
|
$
|
0.09
|
|
|
Income (loss) from discontinued operations
|
|
0.05
|
|
|
0.02
|
|
|
(0.02
|
)
|
|||
|
Net income (loss)
|
|
$
|
0.14
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.07
|
|
|
|
For the
Year Ended |
|
For the
Year Ended |
|
For the
Year Ended |
|||
|
|
December 31, 2012
|
|
|
December 31, 2011
|
|
|
December 31, 2010
|
|
Cash Distributions
|
|
0.5000
|
|
|
0.5000
|
|
|
0.5000
|
|
December 31, 2012
|
|||||||||
|
Balance Sheet
|
|
Carrying
|
|
Maximum Exposure
|
||||
|
Classification
|
|
Value
|
|
to Loss
|
||||
Ashley Square Apartments
|
|
|
|
|
|
||||
Tax-Exempt Mortgage Revenue Bond
|
Bond Investment
|
|
$
|
5,506,981
|
|
|
$
|
5,260,000
|
|
Property Loan
|
Other Asset
|
|
1,298,000
|
|
|
6,575,664
|
|
||
|
|
|
$
|
6,804,981
|
|
|
$
|
11,835,664
|
|
|
|
|
|
|
|
||||
Cross Creek Apartments
|
|
|
|
|
|
||||
Tax-Exempt Mortgage Revenue Bond
|
Bond Investment
|
|
$
|
7,999,335
|
|
|
$
|
6,004,424
|
|
Property Loans
|
Other Asset
|
|
3,383,615
|
|
|
3,383,615
|
|
||
|
|
|
$
|
11,382,950
|
|
|
$
|
9,388,039
|
|
December 31, 2011
|
|||||||||
|
Balance Sheet
|
|
Carrying
|
|
Maximum Exposure
|
||||
|
Classification
|
|
Value
|
|
to Loss
|
||||
Ashley Square Apartments
|
|
|
|
|
|
||||
Tax-Exempt Mortgage Revenue Bond
|
Bond Investment
|
|
5,308,000
|
|
|
5,308,000
|
|
||
Property Loan
|
Other Asset
|
|
1,190,000
|
|
|
6,117,528
|
|
||
|
|
|
$
|
6,498,000
|
|
|
$
|
11,425,528
|
|
|
|
|
|
|
|
||||
Cross Creek Apartments
|
|
|
|
|
|
||||
Tax-Exempt Mortgage Revenue Bond
|
Bond Investment
|
|
7,785,645
|
|
|
5,961,478
|
|
||
Property Loans
|
Other Asset
|
|
3,564,755
|
|
|
3,564,755
|
|
||
|
|
|
$
|
11,350,400
|
|
|
$
|
9,526,233
|
|
|
|
Partnership as of December 31, 2012
|
|
Consolidated VIEs as of December 31, 2012
|
|
Consolidation -Elimination as of December 31, 2012
|
|
Total as of December 31, 2012
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
30,123,447
|
|
|
$
|
49,326
|
|
|
$
|
—
|
|
|
$
|
30,172,773
|
|
Restricted cash
|
|
4,538,071
|
|
|
933,451
|
|
|
—
|
|
|
5,471,522
|
|
||||
Interest receivable
|
|
14,131,063
|
|
|
—
|
|
|
(5,657,703
|
)
|
|
8,473,360
|
|
||||
Tax-exempt mortgage revenue bonds held in trust
|
|
124,149,600
|
|
|
—
|
|
|
(24,615,518
|
)
|
|
99,534,082
|
|
||||
Tax-exempt mortgage revenue bonds
|
|
45,703,294
|
|
|
—
|
|
|
—
|
|
|
45,703,294
|
|
||||
Public housing capital fund trusts
|
|
65,389,298
|
|
|
—
|
|
|
—
|
|
|
65,389,298
|
|
||||
Mortgage-backed securities
|
|
32,121,412
|
|
|
—
|
|
|
—
|
|
|
32,121,412
|
|
||||
Real estate assets:
|
|
|
|
|
|
|
|
|
||||||||
Land
|
|
6,798,407
|
|
|
4,404,469
|
|
|
—
|
|
|
11,202,876
|
|
||||
Buildings and improvements
|
|
55,776,753
|
|
|
37,838,726
|
|
|
—
|
|
|
93,615,479
|
|
||||
Real estate assets before accumulated depreciation
|
|
62,575,160
|
|
|
42,243,195
|
|
|
—
|
|
|
104,818,355
|
|
||||
Accumulated depreciation
|
|
(5,458,961
|
)
|
|
(13,871,102
|
)
|
|
—
|
|
|
(19,330,063
|
)
|
||||
Net real estate assets
|
|
57,116,199
|
|
|
28,372,093
|
|
|
—
|
|
|
85,488,292
|
|
||||
Other assets
|
|
22,923,356
|
|
|
852,321
|
|
|
(15,559,382
|
)
|
|
8,216,295
|
|
||||
Assets of discontinued operations
|
|
32,580,427
|
|
|
—
|
|
|
—
|
|
|
32,580,427
|
|
||||
Total Assets
|
|
$
|
428,776,167
|
|
|
$
|
30,207,191
|
|
|
$
|
(45,832,603
|
)
|
|
$
|
413,150,755
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Accounts payable, accrued expenses and other liabilities
|
|
$
|
2,330,852
|
|
|
$
|
28,529,405
|
|
|
$
|
(25,846,310
|
)
|
|
$
|
5,013,947
|
|
Distribution payable
|
|
5,566,908
|
|
|
—
|
|
|
—
|
|
|
5,566,908
|
|
||||
Debt financing
|
|
177,948,000
|
|
|
—
|
|
|
—
|
|
|
177,948,000
|
|
||||
Mortgage payable
|
|
39,119,507
|
|
|
24,158,000
|
|
|
(24,158,000
|
)
|
|
39,119,507
|
|
||||
Liabilities of discontinued operations
|
|
1,531,462
|
|
|
—
|
|
|
—
|
|
|
1,531,462
|
|
||||
Total Liabilities
|
|
226,496,729
|
|
|
52,687,405
|
|
|
(50,004,310
|
)
|
|
229,179,824
|
|
||||
Partners' Capital
|
|
|
|
|
|
|
|
|
||||||||
General Partner
|
|
(430,087
|
)
|
|
—
|
|
|
—
|
|
|
(430,087
|
)
|
||||
Beneficial Unit Certificate holders
|
|
200,655,786
|
|
|
—
|
|
|
6,727,301
|
|
|
207,383,087
|
|
||||
Unallocated deficit of Consolidated VIEs
|
|
—
|
|
|
(22,480,214
|
)
|
|
(2,555,594
|
)
|
|
(25,035,808
|
)
|
||||
Total Partners' Capital
|
|
200,225,699
|
|
|
(22,480,214
|
)
|
|
4,171,707
|
|
|
181,917,192
|
|
||||
Noncontrolling interest
|
|
2,053,739
|
|
|
—
|
|
|
—
|
|
|
2,053,739
|
|
||||
Total Capital
|
|
202,279,438
|
|
|
(22,480,214
|
)
|
|
4,171,707
|
|
|
183,970,931
|
|
||||
Total Liabilities and Partners' Capital
|
|
$
|
428,776,167
|
|
|
$
|
30,207,191
|
|
|
$
|
(45,832,603
|
)
|
|
$
|
413,150,755
|
|
|
|
Partnership as of December 31, 2011
|
|
Consolidated VIEs as of December 31, 2011
|
|
Consolidation -Elimination as of December 31, 2011
|
|
Total as of December 31, 2011
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
20,074,123
|
|
|
$
|
12,718
|
|
|
$
|
—
|
|
|
$
|
20,086,841
|
|
Restricted cash
|
|
11,967,308
|
|
|
937,053
|
|
|
—
|
|
|
12,904,361
|
|
||||
Interest receivable
|
|
11,395,266
|
|
|
—
|
|
|
(4,410,288
|
)
|
|
6,984,978
|
|
||||
Tax-exempt mortgage revenue bonds held in trust
|
|
132,920,723
|
|
|
—
|
|
|
(23,767,936
|
)
|
|
109,152,787
|
|
||||
Tax-exempt mortgage revenue bonds
|
|
26,542,565
|
|
|
—
|
|
|
—
|
|
|
26,542,565
|
|
||||
Real estate assets:
|
|
|
|
|
|
|
|
|
||||||||
Land
|
|
5,063,116
|
|
|
3,250,044
|
|
|
—
|
|
|
8,313,160
|
|
||||
Buildings and improvements
|
|
50,653,712
|
|
|
31,607,993
|
|
|
—
|
|
|
82,261,705
|
|
||||
Real estate assets before accumulated depreciation
|
|
55,716,828
|
|
|
34,858,037
|
|
|
—
|
|
|
90,574,865
|
|
||||
Accumulated depreciation
|
|
(2,973,597
|
)
|
|
(12,332,334
|
)
|
|
—
|
|
|
(15,305,931
|
)
|
||||
Net real estate assets
|
|
52,743,231
|
|
|
22,525,703
|
|
|
—
|
|
|
75,268,934
|
|
||||
Other assets
|
|
19,552,919
|
|
|
839,879
|
|
|
(10,851,419
|
)
|
|
9,541,379
|
|
||||
Assets of discontinued operations
|
|
37,494,700
|
|
|
—
|
|
|
—
|
|
|
37,494,700
|
|
||||
Total Assets
|
|
$
|
312,690,835
|
|
|
$
|
24,315,353
|
|
|
$
|
(39,029,643
|
)
|
|
$
|
297,976,545
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Accounts payable, accrued expenses and other liabilities
|
|
$
|
1,490,994
|
|
|
$
|
24,780,781
|
|
|
$
|
(23,805,990
|
)
|
|
$
|
2,465,785
|
|
Distribution payable
|
|
3,911,340
|
|
|
—
|
|
|
—
|
|
|
3,911,340
|
|
||||
Debt financing
|
|
112,673,000
|
|
|
—
|
|
|
—
|
|
|
112,673,000
|
|
||||
Mortgages payable
|
|
35,464,455
|
|
|
24,407,000
|
|
|
(24,407,000
|
)
|
|
35,464,455
|
|
||||
Liabilities of discontinued operations
|
|
11,872,920
|
|
|
—
|
|
|
—
|
|
|
11,872,920
|
|
||||
Total Liabilities
|
|
165,412,709
|
|
|
49,187,781
|
|
|
(48,212,990
|
)
|
|
166,387,500
|
|
||||
Partners' Capital
|
|
|
|
|
|
|
|
|
||||||||
General Partner
|
|
(354,006
|
)
|
|
—
|
|
|
—
|
|
|
(354,006
|
)
|
||||
Beneficial Unit Certificate holders
|
|
147,087,347
|
|
|
—
|
|
|
7,823,881
|
|
|
154,911,228
|
|
||||
Unallocated deficit of Consolidated VIEs
|
|
—
|
|
|
(24,872,428
|
)
|
|
1,359,466
|
|
|
(23,512,962
|
)
|
||||
Total Partners' Capital
|
|
146,733,341
|
|
|
(24,872,428
|
)
|
|
9,183,347
|
|
|
131,044,260
|
|
||||
Noncontrolling interest
|
|
544,785
|
|
|
—
|
|
|
—
|
|
|
544,785
|
|
||||
Total Capital
|
|
147,278,126
|
|
|
(24,872,428
|
)
|
|
9,183,347
|
|
|
131,589,045
|
|
||||
Total Liabilities and Partners' Capital
|
|
$
|
312,690,835
|
|
|
$
|
24,315,353
|
|
|
$
|
(39,029,643
|
)
|
|
$
|
297,976,545
|
|
|
Partnership For the Year Ended December 31, 2012
|
|
Consolidated VIEs For the Year Ended December 31, 2012
|
|
Consolidation -Elimination For the Year Ended December 31, 2012
|
|
Total For the Year Ended December 31, 2012
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Property revenues
|
$
|
7,846,812
|
|
|
$
|
4,807,718
|
|
|
$
|
—
|
|
|
$
|
12,654,530
|
|
Investment income
|
12,599,284
|
|
|
—
|
|
|
(1,520,817
|
)
|
|
11,078,467
|
|
||||
Gain on sale and retirement of bonds
|
680,444
|
|
|
—
|
|
|
—
|
|
|
680,444
|
|
||||
Other interest income
|
150,882
|
|
|
—
|
|
|
—
|
|
|
150,882
|
|
||||
Other income
|
557,300
|
|
|
(1,972
|
)
|
|
—
|
|
|
555,328
|
|
||||
Total revenues
|
21,834,722
|
|
|
4,805,746
|
|
|
(1,520,817
|
)
|
|
25,119,651
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Real estate operating (exclusive of items shown below)
|
4,604,870
|
|
|
3,273,061
|
|
|
—
|
|
|
7,877,931
|
|
||||
Provision for loss on receivables
|
452,700
|
|
|
—
|
|
|
—
|
|
|
452,700
|
|
||||
Depreciation and amortization
|
3,447,316
|
|
|
1,578,275
|
|
|
(43,561
|
)
|
|
4,982,030
|
|
||||
Interest
|
5,530,995
|
|
|
3,240,306
|
|
|
(3,240,306
|
)
|
|
5,530,995
|
|
||||
General and administrative
|
3,512,233
|
|
|
—
|
|
|
—
|
|
|
3,512,233
|
|
||||
Total expenses
|
17,548,114
|
|
|
8,091,642
|
|
|
(3,283,867
|
)
|
|
22,355,889
|
|
||||
Income (loss) from continuing operations
|
4,286,608
|
|
|
(3,285,896
|
)
|
|
1,763,050
|
|
|
2,763,762
|
|
||||
Income from discontinued operations (including gain on sale of MF Property of $1,406,608 in 2012)
|
2,232,276
|
|
|
—
|
|
|
—
|
|
|
2,232,276
|
|
||||
Net income (loss)
|
6,518,884
|
|
|
(3,285,896
|
)
|
|
1,763,050
|
|
|
4,996,038
|
|
||||
Net income attributable to noncontrolling interest
|
549,194
|
|
|
—
|
|
|
—
|
|
|
549,194
|
|
||||
Net income (loss) - America First Tax Exempt Investors, L. P.
|
$
|
5,969,690
|
|
|
$
|
(3,285,896
|
)
|
|
$
|
1,763,050
|
|
|
$
|
4,446,844
|
|
|
Partnership For the Year Ended December 31, 2011
|
|
Consolidated VIEs For the Year Ended December 31, 2011
|
|
Consolidation -Elimination For the Year Ended December 31, 2011
|
|
Total For the Year Ended December 31, 2011
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Property revenues
|
$
|
5,066,443
|
|
|
$
|
5,909,807
|
|
|
$
|
—
|
|
|
$
|
10,976,250
|
|
Investment income
|
11,515,237
|
|
|
—
|
|
|
(2,017,956
|
)
|
|
9,497,281
|
|
||||
Gain on bond retirement
|
445,257
|
|
|
—
|
|
|
—
|
|
|
445,257
|
|
||||
Other interest income
|
485,679
|
|
|
—
|
|
|
—
|
|
|
485,679
|
|
||||
Other income
|
189,340
|
|
|
4,133,477
|
|
|
(4,028,489
|
)
|
|
294,328
|
|
||||
Total Revenues
|
17,701,956
|
|
|
10,043,284
|
|
|
(6,046,445
|
)
|
|
21,698,795
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
||||||||
Real estate operating (exclusive of items shown below)
|
3,154,290
|
|
|
3,604,417
|
|
|
—
|
|
|
6,758,707
|
|
||||
Provision for loss on receivables
|
952,700
|
|
|
—
|
|
|
—
|
|
|
952,700
|
|
||||
Provision for loan loss
|
4,242,571
|
|
|
—
|
|
|
—
|
|
|
4,242,571
|
|
||||
Depreciation and amortization
|
2,281,541
|
|
|
1,718,899
|
|
|
(36,938
|
)
|
|
3,963,502
|
|
||||
Interest
|
5,441,700
|
|
|
4,037,725
|
|
|
(4,037,725
|
)
|
|
5,441,700
|
|
||||
General and administrative
|
2,764,970
|
|
|
—
|
|
|
—
|
|
|
2,764,970
|
|
||||
Total Expenses
|
18,837,772
|
|
|
9,361,041
|
|
|
(4,074,663
|
)
|
|
24,124,150
|
|
||||
Loss (income) from continuing operations
|
(1,135,816
|
)
|
|
682,243
|
|
|
(1,971,782
|
)
|
|
(2,425,355
|
)
|
||||
Income from discontinued operations
|
752,192
|
|
|
|
|
|
|
752,192
|
|
||||||
Net (loss) income
|
(383,624
|
)
|
|
682,243
|
|
|
(1,971,782
|
)
|
|
(1,673,163
|
)
|
||||
Net income attributable to noncontrolling interest
|
570,759
|
|
|
—
|
|
|
—
|
|
|
570,759
|
|
||||
Net (loss) income - America First Tax Exempt Investors, L. P.
|
$
|
(954,383
|
)
|
|
$
|
682,243
|
|
|
$
|
(1,971,782
|
)
|
|
$
|
(2,243,922
|
)
|
|
Partnership For the Year Ended December 31, 2010
|
|
Consolidated VIEs For the Year Ended December 31, 2010
|
|
Consolidation -Elimination For the Year Ended December 31, 2010
|
|
Total For the Year Ended December 31, 2010
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Property revenues
|
$
|
1,619,229
|
|
|
$
|
7,487,438
|
|
|
$
|
—
|
|
|
$
|
9,106,667
|
|
Investment income
|
10,223,269
|
|
|
—
|
|
|
(3,341,955
|
)
|
|
6,881,314
|
|
||||
Other interest income
|
488,427
|
|
|
—
|
|
|
(32,805
|
)
|
|
455,622
|
|
||||
Gain on early extinguishment of debt
|
435,395
|
|
|
—
|
|
|
—
|
|
|
435,395
|
|
||||
Total Revenues
|
12,766,320
|
|
|
7,487,438
|
|
|
(3,374,760
|
)
|
|
16,878,998
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Real estate operating (exclusive of items shown below)
|
961,221
|
|
|
5,099,455
|
|
|
—
|
|
|
6,060,676
|
|
||||
Provision for loan loss
|
1,147,716
|
|
|
—
|
|
|
(585,331
|
)
|
|
562,385
|
|
||||
Asset impairment charge - Weatherford
|
2,716,330
|
|
|
2,767,070
|
|
|
(2,954,548
|
)
|
|
2,528,852
|
|
||||
Depreciation and amortization
|
1,337,859
|
|
|
2,305,313
|
|
|
(53,021
|
)
|
|
3,590,151
|
|
||||
Interest
|
1,887,823
|
|
|
5,546,229
|
|
|
(5,546,229
|
)
|
|
1,887,823
|
|
||||
General and administrative
|
2,383,784
|
|
|
—
|
|
|
—
|
|
|
2,383,784
|
|
||||
Total Expenses
|
10,434,733
|
|
|
15,718,067
|
|
|
(9,139,129
|
)
|
|
17,013,671
|
|
||||
Net income (loss) from continuing operations
|
2,331,587
|
|
|
(8,230,629
|
)
|
|
5,764,369
|
|
|
(134,673
|
)
|
||||
Net loss from discontinued operations
|
(469,518
|
)
|
|
—
|
|
|
—
|
|
|
(469,518
|
)
|
||||
Net income (loss)
|
1,862,069
|
|
|
(8,230,629
|
)
|
|
5,764,369
|
|
|
(604,191
|
)
|
||||
Net loss attributable to noncontrolling interest
|
(203,831
|
)
|
|
—
|
|
|
—
|
|
|
(203,831
|
)
|
||||
Net income (loss) - America First Tax Exempt Investors, L. P.
|
$
|
2,065,900
|
|
|
$
|
(8,230,629
|
)
|
|
$
|
5,764,369
|
|
|
$
|
(400,360
|
)
|
|
|
December 31, 2012
|
||||||||||||||
Description of Tax-Exempt
|
|
Cost adjusted
|
|
Unrealized
|
|
Unrealized
|
|
Estimated
|
||||||||
Mortgage Revenue Bonds
|
|
for pay-downs
|
|
Gain
|
|
Loss
|
|
Fair Value
|
||||||||
Ashley Square
(1)
|
|
$
|
5,260,000
|
|
|
$
|
246,981
|
|
|
$
|
—
|
|
|
$
|
5,506,981
|
|
Autumn Pines
(2)
|
|
12,217,004
|
|
|
953,024
|
|
|
—
|
|
|
13,170,028
|
|
||||
Bella Vista
(1)
|
|
6,600,000
|
|
|
93,324
|
|
|
—
|
|
|
6,693,324
|
|
||||
Bridle Ridge
(1)
|
|
7,765,000
|
|
|
108,632
|
|
|
—
|
|
|
7,873,632
|
|
||||
Brookstone
(1)
|
|
7,453,246
|
|
|
1,459,408
|
|
|
—
|
|
|
8,912,654
|
|
||||
Cross Creek
(1)
|
|
6,004,424
|
|
|
1,994,911
|
|
|
—
|
|
|
7,999,335
|
|
||||
Lost Creek
(1)
|
|
15,987,744
|
|
|
3,467,182
|
|
|
—
|
|
|
19,454,926
|
|
||||
Runnymede
(1)
|
|
10,605,000
|
|
|
491,330
|
|
|
—
|
|
|
11,096,330
|
|
||||
Southpark
(1)
|
|
11,904,968
|
|
|
2,462,350
|
|
|
—
|
|
|
14,367,318
|
|
||||
Woodlynn Village
(1)
|
|
4,460,000
|
|
|
—
|
|
|
(446
|
)
|
|
4,459,554
|
|
||||
Tax-exempt mortgage revenue bonds held in trust
|
|
$
|
88,257,386
|
|
|
$
|
11,277,142
|
|
|
$
|
(446
|
)
|
|
$
|
99,534,082
|
|
|
|
|
|
|
|
|
|
|
||||||||
Description of Tax-Exempt
|
|
Cost adjusted
|
|
Unrealized
|
|
Unrealized
|
|
Estimated
|
||||||||
Mortgage Revenue Bonds
|
|
for pay-downs
|
|
Gain
|
|
Loss
|
|
Fair Value
|
||||||||
Arbors at Hickory Ridge
|
|
$
|
11,581,485
|
|
|
$
|
610,785
|
|
|
$
|
—
|
|
|
$
|
12,192,270
|
|
Iona Lakes
|
|
15,535,000
|
|
|
554,910
|
|
|
—
|
|
|
16,089,910
|
|
||||
Vantage at Judson
|
|
6,049,000
|
|
|
—
|
|
|
(847
|
)
|
|
6,048,153
|
|
||||
Woodland Park
|
|
15,662,000
|
|
|
—
|
|
|
(4,289,039
|
)
|
|
11,372,961
|
|
||||
Tax-exempt mortgage revenue bonds
|
|
$
|
48,827,485
|
|
|
$
|
1,165,695
|
|
|
$
|
(4,289,886
|
)
|
|
$
|
45,703,294
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2011
|
||||||||||||||
Description of Tax-Exempt
|
|
Cost adjusted
|
|
Unrealized
|
|
Unrealized
|
|
Estimated
|
||||||||
Mortgage Revenue Bonds
|
|
for pay-downs
|
|
Gain
|
|
Loss
|
|
Fair Value
|
||||||||
Ashley Square
(1)
|
|
$
|
5,308,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,308,000
|
|
Autumn Pines
(2)
|
|
12,280,776
|
|
|
—
|
|
|
(152,094
|
)
|
|
12,128,682
|
|
||||
Bella Vista
(1)
|
|
6,650,000
|
|
|
—
|
|
|
(405,184
|
)
|
|
6,244,816
|
|
||||
Bridle Ridge
(1)
|
|
7,815,000
|
|
|
—
|
|
|
(469,056
|
)
|
|
7,345,944
|
|
||||
Brookstone
(1)
|
|
7,437,947
|
|
|
1,116,538
|
|
|
—
|
|
|
8,554,485
|
|
||||
Cross Creek
(1)
|
|
5,961,478
|
|
|
1,824,167
|
|
|
—
|
|
|
7,785,645
|
|
||||
GMF Madison
|
|
3,810,000
|
|
|
51,130
|
|
|
—
|
|
|
3,861,130
|
|
||||
GMF Warren/Tulane
|
|
11,815,000
|
|
|
321,722
|
|
|
—
|
|
|
12,136,722
|
|
||||
Lost Creek
(1)
|
|
16,051,048
|
|
|
1,962,587
|
|
|
—
|
|
|
18,013,635
|
|
||||
Runnymede
(1)
|
|
10,685,000
|
|
|
—
|
|
|
(434,452
|
)
|
|
10,250,548
|
|
||||
Southpark
(1)
|
|
11,925,483
|
|
|
1,431,637
|
|
|
—
|
|
|
13,357,120
|
|
||||
Woodlynn Village
(1)
|
|
4,492,000
|
|
|
—
|
|
|
(325,940
|
)
|
|
4,166,060
|
|
||||
Tax-exempt mortgage revenue bonds held in trust
|
|
$
|
104,231,732
|
|
|
$
|
6,707,781
|
|
|
$
|
(1,786,726
|
)
|
|
$
|
109,152,787
|
|
|
|
|
||||||||||||||
Description of Tax-Exempt
|
|
Cost adjusted
|
|
Unrealized
|
|
Unrealized
|
|
Estimated
|
||||||||
Mortgage Revenue Bonds
|
|
for pay-downs
|
|
Gain
|
|
Loss
|
|
Fair Value
|
||||||||
Iona Lakes
|
|
$
|
15,720,000
|
|
|
$
|
160,658
|
|
|
$
|
—
|
|
|
$
|
15,880,658
|
|
Woodland Park
|
|
15,662,000
|
|
|
—
|
|
|
(5,000,093
|
)
|
|
10,661,907
|
|
||||
Tax-exempt mortgage revenue bonds
|
|
$
|
31,382,000
|
|
|
$
|
160,658
|
|
|
$
|
(5,000,093
|
)
|
|
$
|
26,542,565
|
|
•
|
Revenue and expenses projected for 2013 are equal to the property budget. Budgeted revenues of approximately $1.73 million are based on a budgeted average occupancy of 88%. Budgeted expenses are approximately $901,000. Revenues are projected to grow over the ten years in the model to approximately $2.2 million in year ten based on average annual rental increases of 2% and an average occupancy increasing over time to 93%. Expenses are projected to grow to approximately $1.1 million in year ten based on average annual increases of 2.5%.
|
Property Name
|
|
Location
|
|
Maturity Date
|
|
Base Interest Rate
|
|
Principal Outstanding at Dec. 31, 2012
|
|||
|
|
|
|
|
|
|
|
|
|||
Arbors at Hickory Ridge
|
|
Memphis, TN
|
|
12/1/2049
|
|
6.25
|
%
|
|
$
|
11,450,000
|
|
Ashley Square
(1)
|
|
Des Moines, IA
|
|
12/1/2025
|
|
6.25
|
%
|
|
5,260,000
|
|
|
Autumn Pines
(2)
|
|
Humble, TX
|
|
10/1/2046
|
|
5.80
|
%
|
|
13,220,000
|
|
|
Bella Vista
(1)
|
|
Gainesville, TX
|
|
4/1/2046
|
|
6.15
|
%
|
|
6,600,000
|
|
|
Bridle Ridge
(1)
|
|
Greer, SC
|
|
1/1/2043
|
|
6.00
|
%
|
|
7,765,000
|
|
|
Brookstone
(1)
|
|
Waukegan, IL
|
|
5/1/2040
|
|
5.45
|
%
|
|
9,416,794
|
|
|
Cross Creek
(1)
|
|
Granbury, TX
|
|
3/1/2049
|
|
6.15
|
%
|
|
8,568,409
|
|
|
Iona Lakes
|
|
Ft. Myers, FL
|
|
4/1/2030
|
|
6.90
|
%
|
|
15,535,000
|
|
|
Runnymede
(1)
|
|
Austin, TX
|
|
10/1/2042
|
|
6.00
|
%
|
|
10,605,000
|
|
|
Southpark
(1)
|
|
Austin, TX
|
|
12/1/2049
|
|
6.13
|
%
|
|
13,900,000
|
|
|
Vantage at Judson
|
|
San Antonio. TX
|
|
2/1/2053
|
|
9.00
|
%
|
|
6,049,000
|
|
|
Villages at Lost Creek
(1)
|
|
San Antonio, TX
|
|
6/1/2041
|
|
6.25
|
%
|
|
18,315,000
|
|
|
Woodland Park
|
|
Topeka, KS
|
|
11/1/2047
|
|
6.00
|
%
|
|
15,013,000
|
|
|
Woodland Park
|
|
Topeka, KS
|
|
11/1/2047
|
|
8.00
|
%
|
|
649,000
|
|
|
Woodlynn Village
(1)
|
|
Maplewood, MN
|
|
11/1/2042
|
|
6.00
|
%
|
|
4,460,000
|
|
|
Total Tax-Exempt Mortgage Bonds
|
|
|
|
|
|
|
|
$
|
146,806,203
|
|
|
|
|
|
|
|
|
|
|
|
|||
Property Name
|
|
Location
|
|
Maturity Date
|
|
Base Interest Rate
|
|
Principal Outstanding Dec. 31, 2011
|
|||
|
|
|
|
|
|
|
|
|
|||
Ashley Square
(1)
|
|
Des Moines, IA
|
|
12/1/2025
|
|
6.25
|
%
|
|
$
|
5,308,000
|
|
Autumn Pines
(2)
|
|
Humble, TX
|
|
10/1/2046
|
|
5.80
|
%
|
|
13,325,000
|
|
|
Bella Vista
(1)
|
|
Gainesville, TX
|
|
4/1/2046
|
|
6.15
|
%
|
|
6,650,000
|
|
|
Bridle Ridge
(1)
|
|
Greer, SC
|
|
1/1/2043
|
|
6.00
|
%
|
|
7,815,000
|
|
|
Brookstone
(1)
|
|
Waukegan, IL
|
|
5/1/2040
|
|
5.45
|
%
|
|
9,490,809
|
|
|
Cross Creek
(1)
|
|
Granbury, TX
|
|
3/1/2049
|
|
6.15
|
%
|
|
8,634,693
|
|
|
GMF-Madison
(2)
|
|
Memphis, TN
|
|
12/1/2046
|
|
6.75
|
%
|
|
3,810,000
|
|
|
GMF-Warren/Tulane
(2)
|
|
Memphis, TN
|
|
12/1/2046
|
|
6.75
|
%
|
|
11,815,000
|
|
|
Iona Lakes
|
|
Ft. Myers, FL
|
|
4/1/2030
|
|
6.90
|
%
|
|
15,720,000
|
|
|
Runnymede
(1)
|
|
Austin, TX
|
|
10/1/2042
|
|
6.00
|
%
|
|
10,685,000
|
|
|
Southpark
(1)
|
|
Austin, TX
|
|
12/1/2049
|
|
6.13
|
%
|
|
14,000,000
|
|
|
Villages at Lost Creek
(1)
|
|
San Antonio, TX
|
|
6/1/2041
|
|
6.25
|
%
|
|
18,500,000
|
|
|
Woodland Park
|
|
Topeka, KS
|
|
11/1/2047
|
|
6.00
|
%
|
|
15,013,000
|
|
|
Woodland Park
|
|
Topeka, KS
|
|
11/1/2047
|
|
8.00
|
%
|
|
649,000
|
|
|
Woodlynn Village
(1)
|
|
Maplewood, MN
|
|
11/1/2042
|
|
6.00
|
%
|
|
4,492,000
|
|
|
Total Tax-Exempt Mortgage Bonds
|
|
|
|
|
|
|
|
$
|
145,907,502
|
|
Description of Public Housing Capital Fund Trust Certificates
|
|
Cost adjusted for amortization of premium and discounts
|
|
Unrealized Gain
|
|
Unrealized Loss
|
|
Estimated Fair Value
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Public Housing Capital Fund Trust Certificate I
|
|
$
|
28,119,176
|
|
|
$
|
—
|
|
|
$
|
(48,477
|
)
|
|
$
|
28,070,699
|
|
Public Housing Capital Fund Trust Certificate II
|
|
17,442,860
|
|
|
—
|
|
|
(109,223
|
)
|
|
17,333,637
|
|
||||
Public Housing Capital Fund Trust Certificate III
|
|
20,395,597
|
|
|
—
|
|
|
(410,635
|
)
|
|
19,984,962
|
|
||||
|
|
$
|
65,957,633
|
|
|
$
|
—
|
|
|
$
|
(568,335
|
)
|
|
$
|
65,389,298
|
|
|
|
Weighted Average Lives (Years)
|
|
Investment Rating
|
|
Weighted Average Interest Rate over Life
|
|
Principal Outstanding December 31, 2012
|
||
Public Housing Capital Fund Trust Certificate I
|
|
12.75
|
|
AA-
|
|
5.33%
|
|
$
|
26,406,558
|
|
Public Housing Capital Fund Trust Certificate II
|
|
12.3
|
|
AA-
|
|
4.24%
|
|
17,959,713
|
|
|
Public Housing Capital Fund Trust Certificate III
|
|
13.3
|
|
BBB
|
|
5.41%
|
|
20,898,432
|
|
|
Total Public Housing Capital Fund Trust Certificates
|
|
|
|
|
|
|
|
$
|
65,264,703
|
|
Agency Rating of MBS
(1)
|
|
Cost adjusted for amortization of premium
|
|
Unrealized Gain
|
|
Unrealized Loss
|
|
Estimated Fair Value
|
||||||||
"AAA"
|
|
$
|
13,127,402
|
|
|
$
|
—
|
|
|
$
|
(129,613
|
)
|
|
$
|
12,997,789
|
|
"AA"
|
|
19,407,675
|
|
|
—
|
|
|
(284,052
|
)
|
|
19,123,623
|
|
||||
|
|
$
|
32,535,077
|
|
|
$
|
—
|
|
|
$
|
(413,665
|
)
|
|
$
|
32,121,412
|
|
Agency Rating of MBS
|
|
Principal Outstanding December 31, 2012
|
|
Weighted Average Maturity Date
|
|
Weighted Average Coupon Interest Rate
|
||||
"AAA"
|
|
$
|
12,675,000
|
|
|
1/14/2036
|
|
4.22
|
%
|
|
"AA"
|
|
18,945,000
|
|
|
1/18/2036
|
|
4.00
|
%
|
||
|
|
$
|
31,620,000
|
|
|
|
|
|
MF Properties
|
|||||||||||||||||
Property Name
|
|
Location
|
|
Number of Units
|
|
Land
|
|
Buildings and Improvements
|
|
Carrying Value at December 31, 2012
|
|||||||
Arboretum
|
|
Omaha, NE
|
|
145
|
|
|
$
|
1,720,740
|
|
|
$
|
18,997,550
|
|
|
$
|
20,718,290
|
|
Eagle Village
|
|
Evansville, IN
|
|
511
|
|
|
564,726
|
|
|
12,277,210
|
|
|
12,841,936
|
|
|||
Glynn Place
|
|
Brunswick, GA
|
|
128
|
|
|
743,996
|
|
|
4,750,267
|
|
|
5,494,263
|
|
|||
Meadowview
|
|
Highland Heights, KY
|
|
118
|
|
|
688,539
|
|
|
5,214,306
|
|
|
5,902,845
|
|
|||
Residences of DeCordova
|
|
Granbury, TX
|
|
110
|
|
|
680,852
|
|
|
8,389,721
|
|
|
9,070,573
|
|
|||
Residences of Weatherford
|
|
Weatherford, TX
|
|
76
|
|
|
533,000
|
|
|
7,077,420
|
|
|
7,610,420
|
|
|||
Construction work in process
|
|
Lincoln, NE
|
|
N/A
|
|
|
—
|
|
|
936,833
|
|
|
936,833
|
|
|||
|
|
|
|
|
|
|
|
|
|
$
|
62,575,160
|
|
|||||
Less accumulated depreciation (depreciation expense of approximately $2.5 million in 2012)
|
|
|
|
(5,458,961
|
)
|
||||||||||||
Balance at December 31, 2012
|
|
|
|
$
|
57,116,199
|
|
MF Properties
|
|||||||||||||||||
Property Name
|
|
Location
|
|
Number of Units
|
|
Land
|
|
Buildings and Improvements
|
|
Carrying Value at December 31, 2011
|
|||||||
Arboretum
|
|
Omaha, NE
|
|
145
|
|
|
$
|
1,720,740
|
|
|
$
|
18,730,388
|
|
|
$
|
20,451,128
|
|
Eagle Village
|
|
Evansville, IN
|
|
511
|
|
|
564,726
|
|
|
12,230,322
|
|
|
12,795,048
|
|
|||
Glynn Place
|
|
Brunswick, GA
|
|
128
|
|
|
743,996
|
|
|
4,677,793
|
|
|
5,421,789
|
|
|||
Meadowview
|
|
Highland Heights, KY
|
|
118
|
|
|
688,539
|
|
|
5,082,090
|
|
|
5,770,629
|
|
|||
Residences of DeCordova
|
|
Granbury, TX
|
|
76
|
|
|
679,495
|
|
|
4,960,461
|
|
|
5,639,956
|
|
|||
Residences of Weatherford
|
|
Weatherford, TX
|
|
76
|
|
|
533,000
|
|
|
5,105,278
|
|
|
5,638,278
|
|
|||
|
|
|
|
|
|
|
|
|
|
$
|
55,716,828
|
|
|||||
Less accumulated depreciation (depreciation expense of approximately $1.5 million in 2011)
|
|
|
|
(2,973,597
|
)
|
||||||||||||
Balance at December 31, 2011
|
|
|
|
$
|
52,743,231
|
|
|
|
Maples on 97th 8/29/2012 (Date of acquisition)
|
||
Other current assets
|
|
$
|
44,534
|
|
In-place lease assets
|
|
428,865
|
|
|
Real estate assets
|
|
5,071,135
|
|
|
Total Assets
|
|
$
|
5,544,534
|
|
Accounts payable, accrued expenses and other
|
|
69,120
|
|
|
Net assets
|
|
5,475,414
|
|
|
Total liabilities and net assets
|
|
$
|
5,544,534
|
|
|
|
Eagle Village 6/29/2011 (Date of acquisition)
|
||
Cash and cash equivalents
|
|
$
|
244,923
|
|
Restricted cash
|
|
589,493
|
|
|
Other current assets
|
|
46,380
|
|
|
In-place lease assets
|
|
96,829
|
|
|
Real estate assets
|
|
12,383,605
|
|
|
Finance costs
|
|
108,060
|
|
|
Total Assets
|
|
$
|
13,469,290
|
|
Accounts payable, accrued expenses and other
|
|
$
|
278,230
|
|
Mortgage payable
|
|
8,925,000
|
|
|
Net assets
|
|
4,266,060
|
|
|
Total liabilities and net assets
|
|
$
|
13,469,290
|
|
|
|
Arboretum 3/31/2011 (Date of acquisition)
|
||
Cash and cash equivalents
|
|
$
|
186,575
|
|
Restricted cash
|
|
429,231
|
|
|
Other current assets
|
|
116,631
|
|
|
Real estate assets
|
|
20,031,050
|
|
|
Finance costs
|
|
181,565
|
|
|
Total Assets
|
|
$
|
20,945,052
|
|
Mortgage payable
|
|
$
|
17,500,000
|
|
Net assets
|
|
3,445,052
|
|
|
Total liabilities and net assets
|
|
$
|
20,945,052
|
|
|
|
For year ended December 31, 2012
|
|
For year ended December 31, 2011
|
|
For year ended December 31, 2010
|
||||||
|
|
|
|
|
|
|
||||||
Revenues
|
|
$
|
26,470,566
|
|
|
$
|
24,759,074
|
|
|
$
|
21,984,713
|
|
Net income (loss)
|
|
4,549,630
|
|
|
(2,085,080
|
)
|
|
125,595
|
|
|||
Net income (loss) allocated to unitholders
|
|
5,380,136
|
|
|
(948,673
|
)
|
|
2,562,668
|
|
|||
Unitholder's interest in net income (loss) per unit (basic and diluted)
|
|
0.14
|
|
|
(0.03
|
)
|
|
0.09
|
|
Consolidated VIEs
|
|||||||||||||||||
Property Name
|
|
Location
|
|
Number of Units
|
|
Land
|
|
Buildings and Improvements
|
|
Carrying Value at December 31, 2012
|
|||||||
Bent Tree Apartments
|
|
Columbia, SC
|
|
232
|
|
|
$
|
986,000
|
|
|
$
|
11,877,333
|
|
|
$
|
12,863,333
|
|
Fairmont Oaks Apartments
|
|
Gainsville, FL
|
|
178
|
|
|
850,400
|
|
|
8,713,038
|
|
|
9,563,438
|
|
|||
Lake Forest Apartments
|
|
Daytona Beach, FL
|
|
240
|
|
|
1,396,800
|
|
|
11,352,854
|
|
|
12,749,654
|
|
|||
Maples on 97th
|
|
Omaha, NE
|
|
258
|
|
|
905,000
|
|
|
6,161,770
|
|
|
7,066,770
|
|
|||
|
|
|
|
|
|
|
|
|
|
42,243,195
|
|
||||||
Less accumulated depreciation (depreciation expense of approximately $1.5 million in 2012)
|
|
(13,871,102
|
)
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
$
|
28,372,093
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
Consolidated VIEs
|
|||||||||||||||||
Property Name
|
|
Location
|
|
Number of Units
|
|
Land
|
|
Buildings and Improvements
|
|
Carrying Value at December 31, 2011
|
|||||||
Bent Tree Apartments
|
|
Columbia, SC
|
|
232
|
|
|
$
|
986,000
|
|
|
$
|
11,758,519
|
|
|
$
|
12,744,519
|
|
Fairmont Oaks Apartments
|
|
Gainsville, FL
|
|
178
|
|
|
850,400
|
|
|
8,615,014
|
|
|
9,465,414
|
|
|||
Lake Forest Apartments
|
|
Daytona Beach, FL
|
|
240
|
|
|
1,396,800
|
|
|
11,251,304
|
|
|
12,648,104
|
|
|||
|
|
|
|
|
|
|
|
|
|
34,858,037
|
|
||||||
Less accumulated depreciation (depreciation expense of approximately $1.7 million in 2011)
|
|
(12,332,334
|
)
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
$
|
22,525,703
|
|
|
|
December 31, 2012
|
|
December 31, 2011
|
||||
Property loans receivable
|
|
$
|
20,328,927
|
|
|
$
|
19,808,803
|
|
Less: Loan loss reserves
|
|
(18,134,902
|
)
|
|
(16,782,918
|
)
|
||
Deferred financing costs - net
|
|
2,764,734
|
|
|
3,368,938
|
|
||
Fair value of derivative contracts
|
|
378,729
|
|
|
1,323,270
|
|
||
Taxable bonds at fair market value
|
|
1,524,873
|
|
|
774,946
|
|
||
Other assets
|
|
1,353,934
|
|
|
1,048,340
|
|
||
Total Other Assets
|
|
$
|
8,216,295
|
|
|
$
|
9,541,379
|
|
|
December 31, 2012
|
||||||||||||||
|
Outstanding Balance
|
|
Accrued Interest
|
|
Loan Loss Reserves
|
|
Net Taxable Loans
|
||||||||
Arbors at Hickory Ridge
|
$
|
191,264
|
|
|
$
|
697
|
|
|
$
|
—
|
|
|
$
|
191,961
|
|
Ashley Square
|
4,894,342
|
|
|
1,681,322
|
|
|
(5,277,664
|
)
|
|
1,298,000
|
|
||||
Cross Creek
|
6,588,087
|
|
|
1,578,288
|
|
|
(4,782,760
|
)
|
|
3,383,615
|
|
||||
Iona Lakes
|
7,741,118
|
|
|
2,856,290
|
|
|
(6,857,912
|
)
|
|
3,739,496
|
|
||||
Woodland Park
|
914,116
|
|
|
302,450
|
|
|
(1,216,566
|
)
|
|
—
|
|
||||
|
$
|
20,328,927
|
|
|
$
|
6,419,047
|
|
|
$
|
(18,134,902
|
)
|
|
$
|
8,613,072
|
|
|
|
|
|
|
|
|
|
||||||||
|
December 31, 2011
|
||||||||||||||
|
Outstanding Balance
|
|
Accrued Interest
|
|
Allowance
|
|
Net Taxable Loans
|
||||||||
Ashley Square
|
$
|
4,786,342
|
|
|
$
|
1,331,186
|
|
|
$
|
(4,927,528
|
)
|
|
$
|
1,190,000
|
|
Cross Creek
|
6,769,227
|
|
|
1,360,270
|
|
|
(4,564,742
|
)
|
|
3,564,755
|
|
||||
Iona Lakes
|
7,339,118
|
|
|
2,207,301
|
|
|
(6,208,923
|
)
|
|
3,337,496
|
|
||||
Woodland Park
|
914,116
|
|
|
167,609
|
|
|
(1,081,725
|
)
|
|
—
|
|
||||
|
$
|
19,808,803
|
|
|
$
|
5,066,366
|
|
|
$
|
(16,782,918
|
)
|
|
$
|
8,092,251
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Balance, beginning of year
|
|
$
|
16,782,918
|
|
|
$
|
9,899,719
|
|
|
$
|
735,719
|
|
Provision for loan loss
|
|
—
|
|
|
4,242,571
|
|
|
562,385
|
|
|||
Deconsolidation of VIEs
|
|
—
|
|
|
1,861,051
|
|
|
7,589,901
|
|
|||
Accrued interest not recognized
|
|
1,351,984
|
|
|
779,577
|
|
|
1,011,744
|
|
|||
Balance, end of year
|
|
$
|
18,134,902
|
|
|
$
|
16,782,918
|
|
|
$
|
9,899,749
|
|
|
December 31, 2012
|
|
December 31, 2011
|
||||
Cash and cash equivalents
|
$
|
158,727
|
|
|
$
|
126,572
|
|
Restricted cash
|
4,035,360
|
|
|
1,001,006
|
|
||
Land
|
3,828,345
|
|
|
5,288,420
|
|
||
Buildings and improvements
|
28,316,081
|
|
|
35,780,697
|
|
||
Real estate assets before accumulated depreciation
|
32,144,426
|
|
|
41,069,117
|
|
||
Accumulated depreciation
|
(5,208,176
|
)
|
|
(5,534,263
|
)
|
||
Net real estate assets
|
26,936,250
|
|
|
35,534,854
|
|
||
Other assets
|
1,450,090
|
|
|
832,268
|
|
||
Total assets from discontinued operations
|
32,580,427
|
|
|
37,494,700
|
|
||
Accounts payable and accrued expenses
|
1,531,462
|
|
|
1,093,492
|
|
||
Mortgage payable
|
—
|
|
|
10,779,428
|
|
||
Total liabilities from discontinued operations
|
1,531,462
|
|
|
11,872,920
|
|
||
Net assets of discontinued operations
|
$
|
31,048,965
|
|
|
$
|
25,621,780
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Rental Revenues
|
|
$
|
5,843,173
|
|
|
$
|
5,908,454
|
|
|
$
|
5,585,870
|
|
Expenses
|
|
5,017,505
|
|
|
5,156,262
|
|
|
6,055,387
|
|
|||
Income (loss) from continuing operations of the discontinued operations
|
|
825,668
|
|
|
752,192
|
|
|
(469,517
|
)
|
|||
Gain on sale of discontinued operations
|
|
1,406,608
|
|
|
—
|
|
|
—
|
|
|||
Net income (loss) from discontinued operations
|
|
$
|
2,232,276
|
|
|
$
|
752,192
|
|
|
$
|
(469,517
|
)
|
Debt Financing
|
|
Outstanding Debt Financing at December 31, 2012
|
|
Original Debt Financing
|
|
Year Acquired
|
|
Stated Maturity
|
|
Effective Rate
(1)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||
PHC Certificates-TOB Trust
|
|
$
|
48,995,000
|
|
|
$
|
48,995,000
|
|
|
2012
|
|
July 2013
|
|
2.13
|
%
|
Autumn Pines-TOB Trust
|
|
9,850,000
|
|
|
10,000,000
|
|
|
2011
|
|
July 2013
|
|
2.30
|
%
|
||
MBS - TOB Trust 1
|
|
2,585,000
|
|
|
2,585,000
|
|
|
2012
|
|
October 2013
|
|
1.31
|
%
|
||
MBS - TOB Trust 2
|
|
4,090,000
|
|
|
4,090,000
|
|
|
2012
|
|
October 2013
|
|
1.29
|
%
|
||
MBS - TOB Trust 3
|
|
3,890,000
|
|
|
3,890,000
|
|
|
2012
|
|
October 2013
|
|
1.32
|
%
|
||
MBS - TOB Trust 4
|
|
5,960,000
|
|
|
5,960,000
|
|
|
2012
|
|
October 2013
|
|
1.29
|
%
|
||
MBS - TOB Trust 5
|
|
8,590,000
|
|
|
8,590,000
|
|
|
2012
|
|
October 2013
|
|
1.28
|
%
|
||
TEBs Financing
|
|
93,988,000
|
|
|
95,810,000
|
|
|
2010
|
|
September 2013
|
|
2.09
|
%
|
||
Total Debt Financing
|
|
$
|
177,948,000
|
|
|
$
|
179,920,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Debt Financing
|
|
Outstanding Debt Financing at December 31, 2011
|
|
Original Debt Financing
|
|
Year Acquired
|
|
Stated Maturity
|
|
Effective Rate
(1)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||
Autumn Pines
|
|
$
|
9,930,000
|
|
|
$
|
10,000,000
|
|
|
2011
|
|
July 2012
|
|
2.01
|
%
|
GMF Warren/Tulane
|
|
7,810,000
|
|
|
7,810,000
|
|
|
2011
|
|
November 2012
|
|
1.70
|
%
|
||
TEBs Financing
|
|
94,933,000
|
|
|
95,810,000
|
|
|
2010
|
|
September 2017
|
|
2.10
|
%
|
||
Total Debt Financing
|
|
$
|
112,673,000
|
|
|
$
|
113,620,000
|
|
|
|
|
|
|
|
|
|
Outstanding Bond Par Amounts
|
||||||||
Description of Tax-Exempt
|
|
|
|
|
|
|
||||
Mortgage Revenue Bonds
|
|
December 31, 2012
|
|
December 31, 2011
|
|
Financial Statement Presentation
|
||||
Ashley Square
|
|
$
|
5,260,000
|
|
|
$
|
5,308,000
|
|
|
Tax-exempt mortgage revenue bond
|
Bella Vista
|
|
6,600,000
|
|
|
6,650,000
|
|
|
Tax-exempt mortgage revenue bond
|
||
Bent Tree
|
|
7,614,000
|
|
|
7,686,000
|
|
|
Consolidated VIE
|
||
Bridle Ridge
|
|
7,765,000
|
|
|
7,815,000
|
|
|
Tax-exempt mortgage revenue bond
|
||
Brookstone
|
|
9,416,794
|
|
|
9,490,809
|
|
|
Tax-exempt mortgage revenue bond
|
||
Cross Creek
|
|
8,568,409
|
|
|
8,634,693
|
|
|
Tax-exempt mortgage revenue bond
|
||
Fairmont Oaks
|
|
7,439,000
|
|
|
7,520,000
|
|
|
Consolidated VIE
|
||
Lake Forest
|
|
9,105,000
|
|
|
9,201,000
|
|
|
Consolidated VIE
|
||
Runnymede
|
|
10,605,000
|
|
|
10,685,000
|
|
|
Tax-exempt mortgage revenue bond
|
||
South Park
|
|
13,900,000
|
|
|
14,000,000
|
|
|
Tax-exempt mortgage revenue bond
|
||
Woodlynn Village
|
|
4,460,000
|
|
|
4,492,000
|
|
|
Tax-exempt mortgage revenue bond
|
||
Ohio Series A Bond
(1)
|
|
14,582,000
|
|
|
14,666,000
|
|
|
Discontinued Operations
|
||
Villages at Lost Creek
|
|
18,315,000
|
|
|
18,500,000
|
|
|
Tax-exempt mortgage revenue bond
|
||
Total
|
|
$
|
123,630,203
|
|
|
$
|
124,648,502
|
|
|
|
2013
|
$
|
84,969,000
|
|
2014
|
1,083,000
|
|
|
2015
|
1,139,000
|
|
|
2016
|
1,192,000
|
|
|
2017
|
1,292,000
|
|
|
Thereafter
|
88,273,000
|
|
|
Total
|
$
|
177,948,000
|
|
MF Property Mortgage Payables
|
|
Outstanding Mortgage Payable at December 31, 2012
|
|
Original Mortgage Payable
|
|
Year Acquired
|
|
Stated Maturity
|
|
Effective Rate
(1)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||
Arboretum
|
|
$
|
17,500,000
|
|
|
$
|
17,500,000
|
|
|
2011
|
|
March 2014
|
|
5.25
|
%
|
Eagle Village
|
|
8,925,000
|
|
|
8,925,000
|
|
|
2010
|
|
June 2013
|
|
3.50
|
%
|
||
Glynn Place
|
|
4,252,836
|
|
|
4,480,000
|
|
|
2008
|
|
May 2013
|
|
2.78
|
%
|
||
Residences of DeCordova
|
|
1,995,628
|
|
|
2,000,000
|
|
|
2012
|
|
February 2017
|
|
5.01
|
%
|
||
Residences of Weatherford
|
|
6,446,043
|
|
|
6,500,000
|
|
|
2011
|
|
July 2015
|
|
5.84
|
%
|
||
Total Mortgage Payable
|
|
$
|
39,119,507
|
|
|
$
|
39,405,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
MF Property Mortgage Payables
|
|
Outstanding Mortgage Payable at December 31, 2011
|
|
Original Mortgage Payable
|
|
Year Acquired
|
|
Stated Maturity
|
|
Effective Rate
(1)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||
Arboretum
|
|
$
|
17,500,000
|
|
|
$
|
17,500,000
|
|
|
2011
|
|
March 2014
|
|
5.25
|
%
|
Eagle Village
|
|
8,925,000
|
|
|
8,925,000
|
|
|
2011
|
|
June 2013
|
|
3.50
|
%
|
||
Glynn Place
|
|
4,308,468
|
|
|
4,480,000
|
|
|
2008
|
|
May 2012
|
|
2.99
|
%
|
||
Residences of Weatherford
|
|
4,730,987
|
|
|
4,730,987
|
|
|
2011
|
|
July 2015
|
|
5.63
|
%
|
||
Total Mortgage Payable
|
|
$
|
35,464,455
|
|
|
$
|
35,635,987
|
|
|
|
|
|
|
|
|
2013
|
$
|
13,339,707
|
|
2014
|
17,661,871
|
|
|
2015
|
6,122,301
|
|
|
2016
|
—
|
|
|
2017
|
1,995,628
|
|
|
Thereafter
|
—
|
|
|
Total
|
$
|
39,119,507
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Reimbursable salaries and benefits
|
$
|
1,320,968
|
|
|
$
|
1,035,646
|
|
|
$
|
848,566
|
|
Other expenses
|
6,221
|
|
|
2,894
|
|
|
10,080
|
|
|||
Insurance
|
207,203
|
|
|
209,332
|
|
|
184,729
|
|
|||
Professional fees and expenses
|
212,895
|
|
|
201,277
|
|
|
216,346
|
|
|||
Investor services and custodial fees (recoveries)
|
—
|
|
|
—
|
|
|
(5,057
|
)
|
|||
Consulting and travel expenses
|
3,390
|
|
|
3,181
|
|
|
27,242
|
|
|||
|
$
|
1,750,677
|
|
|
$
|
1,452,330
|
|
|
$
|
1,281,906
|
|
|
|
|
|
Effective
|
|
Maturity
|
|
Purchase
|
|
|
|||||
Date Purchased
|
|
Notional Amount
|
|
Capped Rate
|
|
Date
|
|
Price
|
|
Counterparty
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||
September 2, 2010
|
|
$
|
31,936,667
|
|
|
3.00
|
%
|
|
September 1, 2017
|
|
$
|
921,000
|
|
|
Bank of New York Mellon
|
|
|
|
|
|
|
|
|
|
|
|
|||||
September 2, 2010
|
|
$
|
31,936,667
|
|
|
3.00
|
%
|
|
September 1, 2017
|
|
$
|
845,600
|
|
|
Barclays Bank PLC
|
|
|
|
|
|
|
|
|
|
|
|
|||||
September 2, 2010
|
|
$
|
31,936,667
|
|
|
3.00
|
%
|
|
September 1, 2017
|
|
$
|
928,000
|
|
|
Royal Bank of Canada
|
•
|
Defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date; and
|
•
|
Establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date.
|
•
|
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
|
•
|
Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
|
•
|
Level 3 inputs are unobservable inputs for asset or liabilities.
|
|
|
Fair Value Measurements at December 31, 2012
|
||||||||||||||
Description
|
|
Assets at Fair Value
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Tax-exempt Mortgage Revenue Bonds
|
|
$
|
145,237,376
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
145,237,376
|
|
Public Housing Capital Fund Trusts
|
|
65,389,298
|
|
|
—
|
|
|
—
|
|
|
65,389,298
|
|
||||
MBS Investments
|
|
32,121,412
|
|
|
—
|
|
|
32,121,412
|
|
|
—
|
|
||||
Interest Rate Derivatives
|
|
378,729
|
|
|
—
|
|
|
—
|
|
|
378,729
|
|
||||
Total Assets at Fair Value
|
|
$
|
243,126,815
|
|
|
$
|
—
|
|
|
$
|
32,121,412
|
|
|
$
|
211,005,403
|
|
|
|
|
|
|
|
|
|
|
|
|
For Twelve Months Ended December 31, 2012
|
||||||||||||||
|
|
Fair Value Measurements Using Significant
|
||||||||||||||
|
|
Unobservable Inputs (Level 3)
|
||||||||||||||
|
|
Tax-exempt Mortgage Revenue Bonds
|
|
Public Housing Capital Bond Trusts
|
|
Interest Rate Derivatives
|
|
Total
|
||||||||
Beginning Balance January 1, 2012
|
|
$
|
135,695,352
|
|
|
$
|
—
|
|
|
$
|
1,323,270
|
|
|
$
|
137,018,622
|
|
Total gains (losses) (realized/unrealized)
|
|
|
|
|
|
|
|
|
||||||||
Included in earnings
|
|
—
|
|
|
—
|
|
|
(944,541
|
)
|
|
(944,541
|
)
|
||||
Included in other comprehensive income
|
|
8,070,888
|
|
|
(568,335
|
)
|
|
—
|
|
|
7,502,553
|
|
||||
Purchases
|
|
32,660,864
|
|
|
65,985,893
|
|
|
—
|
|
|
98,646,757
|
|
||||
Bond sales and restructuring
|
|
(30,654,939
|
)
|
|
—
|
|
|
—
|
|
|
(30,654,939
|
)
|
||||
Settlements
|
|
(534,789
|
)
|
|
(28,260
|
)
|
|
—
|
|
|
(563,049
|
)
|
||||
Ending Balance December 31, 2012
|
|
$
|
145,237,376
|
|
|
$
|
65,389,298
|
|
|
$
|
378,729
|
|
|
$
|
211,005,403
|
|
Total amount of losses for the period included in earnings attributable to the change in unrealized gains or losses relating to assets or liabilities still held as of December 31, 2012
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(944,541
|
)
|
|
$
|
(944,541
|
)
|
|
|
Fair Value Measurements at December 31, 2011
|
||||||||||||||
Description
|
|
Assets at Fair Value
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Tax-exempt Mortgage Revenue Bonds
|
|
$
|
135,695,352
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
135,695,352
|
|
Interest Rate Derivatives
|
|
1,323,270
|
|
|
—
|
|
|
—
|
|
|
1,323,270
|
|
||||
Total Assets at Fair Value
|
|
$
|
137,018,622
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
137,018,622
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
For Twelve Months Ended December 31, 2011
|
||||||||||||
|
|
|
|
Fair Value Measurements Using Significant
|
||||||||||||
|
|
|
|
Unobservable Inputs (Level 3)
|
||||||||||||
|
|
|
|
Tax-exempt Mortgage Revenue Bonds
|
|
Interest Rate Derivatives
|
|
Total
|
||||||||
Beginning Balance January 1, 2011
|
|
|
|
$
|
100,566,643
|
|
|
$
|
3,406,791
|
|
|
$
|
103,973,434
|
|
||
VIE deconsolidation
|
|
|
|
15,083,757
|
|
|
—
|
|
|
15,083,757
|
|
|||||
Total gains (losses) (realized/unrealized)
|
|
|
|
|
|
|
|
|
|
|
||||||
Included in earnings
|
|
|
|
—
|
|
|
(2,083,521
|
)
|
|
(2,083,521
|
)
|
|||||
Included in other comprehensive income
|
|
|
|
9,734,259
|
|
|
—
|
|
|
9,734,259
|
|
|||||
Purchases
|
|
|
|
20,117,500
|
|
|
—
|
|
|
20,117,500
|
|
|||||
Bond retirement
|
|
|
|
(9,526,619
|
)
|
|
—
|
|
|
(9,526,619
|
)
|
|||||
Settlements
|
|
|
|
(280,188
|
)
|
|
—
|
|
|
(280,188
|
)
|
|||||
Ending Balance December 31, 2011
|
|
|
|
$
|
135,695,352
|
|
|
$
|
1,323,270
|
|
|
$
|
137,018,622
|
|
||
Total amount of losses for the period included in earnings attributable to the change in unrealized gains or losses relating to assets or liabilities still held as of December 31, 2011
|
|
$
|
—
|
|
|
$
|
(2,083,521
|
)
|
|
$
|
(2,083,521
|
)
|
|
|
Fair Value Measurements at December 31, 2010
|
||||||||||||||
|
|
Assets at Fair Value
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Tax-exempt Mortgage Revenue Bonds
|
|
$
|
100,566,643
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
100,566,643
|
|
Interest Rate Derivatives
|
|
3,406,791
|
|
|
—
|
|
|
—
|
|
|
3,406,791
|
|
||||
Total Assets at Fair Value
|
|
$
|
103,973,434
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
103,973,434
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
For Twelve Months Ended December 31, 2010
|
||||||||||||
|
|
|
|
Fair Value Measurements Using Significant
|
||||||||||||
|
|
|
|
Unobservable Inputs (Level 3)
|
||||||||||||
|
|
|
|
Tax-exempt Mortgage Revenue Bonds
|
|
Interest Rate Derivatives
|
|
Total
|
||||||||
Beginning Balance January 1, 2010
|
|
|
|
$
|
69,399,763
|
|
|
$
|
140,507
|
|
|
$
|
69,540,270
|
|
||
VIE deconsolidation
|
|
|
|
12,371,004
|
|
|
—
|
|
|
12,371,004
|
|
|||||
VIE consolidation
|
|
|
|
(9,539,000
|
)
|
|
—
|
|
|
(9,539,000
|
)
|
|||||
Total gains (realized/unrealized)
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Included in earnings
|
|
|
|
—
|
|
|
571,684
|
|
|
571,684
|
|
|||||
Included in other comprehensive income
|
|
|
|
1,348,966
|
|
|
—
|
|
|
1,348,966
|
|
|||||
Purchases
|
|
|
|
28,104,843
|
|
|
2,694,600
|
|
|
30,799,443
|
|
|||||
Settlements
|
|
|
|
(1,118,933
|
)
|
|
—
|
|
|
(1,118,933
|
)
|
|||||
Ending Balance December 31, 2010
|
|
|
|
$
|
100,566,643
|
|
|
$
|
3,406,791
|
|
|
$
|
103,973,434
|
|
||
Total amount of gains for the period included in earnings attributable to the change in unrealized gains or losses relating to assets or liabilities still held as of December 31, 2010
|
|
$
|
—
|
|
|
$
|
571,684
|
|
|
$
|
571,684
|
|
|
2012
|
|
2011
|
||||||||||||
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
|
|||||||||||||||
Financial Liabilities:
|
|
|
|
|
|
|
|
||||||||
Debt financing
|
$
|
177,948,000
|
|
|
$
|
179,103,291
|
|
|
$
|
112,673,000
|
|
|
$
|
115,106,332
|
|
Mortgages payable
|
39,119,517
|
|
|
40,203,943
|
|
|
35,464,455
|
|
|
36,585,329
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Total revenue
|
|
|
|
|
|
||||||
Tax-Exempt Bond Financing
|
$
|
12,169,336
|
|
|
$
|
12,635,513
|
|
|
$
|
11,147,091
|
|
MF Properties
|
7,846,813
|
|
|
5,066,443
|
|
|
1,619,229
|
|
|||
Public Housing Capital Fund Trusts
|
1,624,534
|
|
|
—
|
|
|
—
|
|
|||
Mortgage-Backed Securities
|
194,039
|
|
|
—
|
|
|
—
|
|
|||
Consolidated VIEs
|
4,805,746
|
|
|
10,043,284
|
|
|
7,487,438
|
|
|||
Consolidation/eliminations
|
(1,520,817
|
)
|
|
(6,046,445
|
)
|
|
(3,374,760
|
)
|
|||
Total revenue
|
$
|
25,119,651
|
|
|
$
|
21,698,795
|
|
|
$
|
16,878,998
|
|
|
|
|
|
|
|
||||||
Interest expense
|
|
|
|
|
|
||||||
Tax-Exempt Bond Financing
|
$
|
3,510,182
|
|
|
$
|
4,463,926
|
|
|
$
|
1,755,427
|
|
MF Properties
|
1,439,370
|
|
|
977,774
|
|
|
132,396
|
|
|||
Public Housing Capital Fund Trusts
|
542,479
|
|
|
—
|
|
|
—
|
|
|||
Mortgage-Backed Securities
|
38,964
|
|
|
—
|
|
|
—
|
|
|||
Consolidated VIEs
|
3,240,306
|
|
|
4,037,725
|
|
|
5,546,229
|
|
|||
Consolidation/eliminations
|
(3,240,306
|
)
|
|
(4,037,725
|
)
|
|
(5,546,229
|
)
|
|||
Total interest expense
|
$
|
5,530,995
|
|
|
$
|
5,441,700
|
|
|
$
|
1,887,823
|
|
|
|
|
|
|
|
||||||
Depreciation expense
|
|
|
|
|
|
||||||
Tax-Exempt Bond Financing
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
MF Properties
|
2,485,365
|
|
|
1,451,875
|
|
|
501,053
|
|
|||
Public Housing Capital Fund Trusts
|
—
|
|
|
—
|
|
|
—
|
|
|||
Mortgage-Backed Securities
|
—
|
|
|
—
|
|
|
—
|
|
|||
Consolidated VIEs
|
1,544,346
|
|
|
1,683,280
|
|
|
2,226,339
|
|
|||
Consolidation/eliminations
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total depreciation expense
|
$
|
4,029,711
|
|
|
$
|
3,135,155
|
|
|
$
|
2,727,392
|
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
|
|
|
|
|
||||||
Tax-Exempt Bond Financing
|
$
|
4,136,126
|
|
|
$
|
(353,323
|
)
|
|
$
|
2,384,926
|
|
MF Properties
|
(1,065,819
|
)
|
|
(782,493
|
)
|
|
(53,339
|
)
|
|||
Public Housing Capital Fund Trusts
|
1,067,749
|
|
|
—
|
|
|
—
|
|
|||
Mortgage-Backed Securities
|
148,552
|
|
|
—
|
|
|
—
|
|
|||
Consolidated VIEs
|
(3,285,896
|
)
|
|
682,243
|
|
|
(8,230,629
|
)
|
|||
Consolidation/eliminations
|
1,763,050
|
|
|
(1,971,782
|
)
|
|
5,764,369
|
|
|||
Income (loss) from continuing operations
|
$
|
2,763,762
|
|
|
$
|
(2,425,355
|
)
|
|
$
|
(134,673
|
)
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
|
|
|
|
||||||
Tax-Exempt Bond Financing
|
$
|
4,136,126
|
|
|
$
|
(353,323
|
)
|
|
$
|
2,384,926
|
|
MF Properties
|
617,263
|
|
|
(601,060
|
)
|
|
(319,026
|
)
|
|||
Public Housing Capital Fund Trusts
|
1,067,749
|
|
|
—
|
|
|
—
|
|
|||
Mortgage-Backed Securities
|
148,552
|
|
|
—
|
|
|
—
|
|
|||
Consolidated VIEs
|
(3,285,896
|
)
|
|
682,243
|
|
|
(8,230,629
|
)
|
|||
Consolidation/eliminations
|
1,763,050
|
|
|
(1,971,782
|
)
|
|
5,764,369
|
|
|||
Net income (loss) - America First Tax Exempt Investors, L. P.
|
$
|
4,446,844
|
|
|
$
|
(2,243,922
|
)
|
|
$
|
(400,360
|
)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Total assets
|
|
|
|
|
|
||||||
Tax-Exempt Bond Investments
|
$
|
357,606,420
|
|
|
$
|
321,433,013
|
|
|
$
|
316,922,744
|
|
MF Properties
|
51,379,479
|
|
|
43,926,832
|
|
|
10,264,644
|
|
|||
Public Housing Capital Fund Trusts
|
65,811,361
|
|
|
—
|
|
|
—
|
|
|||
Mortgage-Backed Securities
|
32,488,363
|
|
|
—
|
|
|
—
|
|
|||
Discontinued Operations
|
32,580,427
|
|
|
37,494,700
|
|
|
33,714,886
|
|
|||
Consolidated VIEs
|
30,207,191
|
|
|
24,315,353
|
|
|
47,504,227
|
|
|||
Consolidation/eliminations
|
(156,922,486
|
)
|
|
(129,193,353
|
)
|
|
(166,799,252
|
)
|
|||
Total assets
|
$
|
413,150,755
|
|
|
$
|
297,976,545
|
|
|
$
|
241,607,249
|
|
|
|
|
|
|
|
||||||
Total partners' capital
|
|
|
|
|
|
||||||
Tax-Exempt Bond Investments
|
$
|
221,665,286
|
|
|
$
|
179,285,257
|
|
|
$
|
192,682,394
|
|
MF Properties
|
6,643,315
|
|
|
2,394,991
|
|
|
(3,882,221
|
)
|
|||
Public Housing Capital Fund Trusts
|
16,720,915
|
|
|
—
|
|
|
—
|
|
|||
Mortgage-Backed Securities
|
7,334,399
|
|
|
—
|
|
|
—
|
|
|||
Consolidated VIEs
|
(22,480,214
|
)
|
|
(24,872,428
|
)
|
|
(41,635,836
|
)
|
|||
Consolidation/eliminations
|
(47,966,509
|
)
|
|
(25,763,560
|
)
|
|
(19,001,446
|
)
|
|||
Total partners' capital
|
$
|
181,917,192
|
|
|
$
|
131,044,260
|
|
|
$
|
128,162,891
|
|
2012
|
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||
Revenues
|
|
$
|
5,371,149
|
|
|
$
|
5,855,843
|
|
|
$
|
6,312,905
|
|
|
$
|
7,579,754
|
|
Income from continuing operations
|
|
534,437
|
|
|
176,664
|
|
|
821,702
|
|
|
1,230,959
|
|
||||
Net income from discontinued operations
|
|
235,148
|
|
|
251,601
|
|
|
1,526,964
|
|
|
218,563
|
|
||||
Net income (loss) - America First Tax Exempt Investors, L.P.
|
|
$
|
630,432
|
|
|
$
|
306,048
|
|
|
$
|
2,211,567
|
|
|
$
|
1,298,797
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations, per BUC
|
|
$
|
0.02
|
|
|
$
|
—
|
|
|
$
|
0.03
|
|
|
$
|
0.04
|
|
Income from discontinued operations, per BUC
|
|
0.01
|
|
|
0.01
|
|
|
0.03
|
|
|
—
|
|
||||
Net income, basic and diluted, per unit
|
|
$
|
0.03
|
|
|
$
|
0.01
|
|
|
$
|
0.06
|
|
|
$
|
0.04
|
|
2011
|
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||
Revenues
|
|
$
|
4,888,902
|
|
|
$
|
5,377,202
|
|
|
$
|
5,660,808
|
|
|
$
|
5,771,883
|
|
Net income (loss) from continuing operations
|
|
1,096,876
|
|
|
(307,483
|
)
|
|
97,207
|
|
|
(3,311,955
|
)
|
||||
Net income from discontinued operations
|
|
274,359
|
|
|
186,671
|
|
|
180,214
|
|
|
110,948
|
|
||||
Net income (loss) - America First Tax Exempt Investors, L.P.
|
|
$
|
1,189,174
|
|
|
$
|
(243,248
|
)
|
|
$
|
132,052
|
|
|
$
|
(3,321,900
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations, per BUC
|
|
$
|
0.04
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.01
|
|
|
$
|
(0.10
|
)
|
Income from discontinued operations, per BUC
|
|
0.01
|
|
|
0.01
|
|
|
—
|
|
|
—
|
|
||||
Net income (loss), basic and diluted, per unit
|
|
$
|
0.05
|
|
|
$
|
—
|
|
|
$
|
0.01
|
|
|
$
|
(0.10
|
)
|
Name
|
Total Fees Earned or Paid in Cash ($)
|
|
Michael B. Yanney
|
—
|
|
Lisa Y. Roskens
|
—
|
|
Mariann Byerwalter
|
38,500
|
|
Dr. William S. Carter
|
35,875
|
|
Patrick J. Jung
|
45,500
|
|
George H. Krauss
|
—
|
|
Dr. Martin A. Massengale
|
42,000
|
|
Dr. Gail Walling Yanney
|
—
|
|
Clayton K. Yeutter
|
38,500
|
|
Name
|
Number of BUCs Beneficially Owned
|
Percent of Class
|
||
Michael B. Yanney, Chairman Emeritus and Manager of Burlington
|
409,710
(1)
|
|
1
|
%
|
Lisa Y. Roskens, Chairman, President, Chief Executive Officer and Manager of Burlington
|
409,710
(2)
|
|
1
|
%
|
Mark A. Hiatt, Chief Executive Officer of the Partnership
|
49,135
|
|
*
|
|
Timothy Francis, Chief Financial Officer of Burlington
(4)
|
500
|
|
*
|
|
Mariann Byerwalter, Manager of Burlington
|
—
|
|
—
|
|
Dr. William S. Carter, Manager of Burlington
|
—
|
|
—
|
|
Patrick J. Jung, Manager of Burlington
|
5,000
|
|
*
|
|
George H. Krauss, Manager of Burlington
|
123,872
|
|
*
|
|
Dr. Martin A. Massengale, Manager of Burlington
|
1,500
|
|
*
|
|
Dr. Gail Walling Yanney, Manager of Burlington
|
409,710
(3)
|
|
1
|
%
|
Clayton K. Yeutter, Manager of Burlington
|
2,000
|
|
*
|
|
All current executive officers and Managers of Burlington as a group (11 persons)
|
591,717
|
|
1
|
%
|
|
|
2012
|
|
2011
|
||||
Audit Fees
(1)
|
|
$
|
349,195
|
|
|
$
|
317,100
|
|
Audit-Related Fees
(2)
|
|
84,380
|
|
|
—
|
|
||
Tax Fees
(3)
|
|
8,925
|
|
|
15,511
|
|
||
All Other Fees
|
|
—
|
|
|
—
|
|
(1)
|
Audit - Includes fees and expenses for professional services rendered for the audit of the Company's annual financial statements and internal control over financial reporting and reviews of the financial statements included in the Company's quarterly reports on Form 10-Q during 2012 and 2011.
|
(2)
|
Audit-Related Fees - Includes services associated with registration statements, periodic reports and other documents filed with the Securities and Exchange Commission or other documents issued in connection with securities offerings, such as consents.
|
(3)
|
Tax - Includes fees and expenses for the professional services rendered for the preparation and review of tax returns.
|
|
AMERICA FIRST TAX EXEMPT INVESTORS, L.P.
|
|
|
|
By
|
America First Capital Associates
|
|
|
|
Limited Partnership Two,
|
|
|
|
General Partner of the Partnership
|
|
|
|
|
|
|
By
|
The Burlington Capital Group LLC,
|
|
|
|
General Partner of
|
|
|
|
America First Capital Associates
|
|
|
|
Limited Partnership Two
|
|
|
|
|
|
|
Date:
|
March 8, 2013
|
|
|
By
|
/s/ Mark A. Hiatt
|
|
|
|
Mark A. Hiatt
|
|
|
|
Chief Executive Officer
|
|
|
|
America First Tax Exempt Investors, L.P.
|
|
Date:
|
March 8, 2013
|
|
By
|
/s/ Michael B. Yanney*
|
|
|
|
|
|
Michael B. Yanney,
|
|
|
|
|
|
Chairman Emeritus of the Board and
|
|
|
|
|
|
Manager of Burlington Capital Group LLC
|
|
|
|
|
|
|
|
Date:
|
March 8, 2013
|
|
By
|
/s/ Lisa Y. Roskens*
|
|
|
|
|
|
Lisa Y. Roskens
|
|
|
|
|
|
Chairman of the Board, President, Chief Executive Offer and
|
|
|
|
|
|
Manager of Burlington Capital Group LLC
|
|
|
|
|
|
|
|
Date:
|
March 8, 2013
|
|
By
|
/s/ Mark A. Hiatt
|
|
|
|
|
|
Mark A. Hiatt,
|
|
|
|
|
|
Chief Executive Officer of the Registrant
|
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
Date:
|
March 8, 2013
|
|
By
|
/s/ Timothy Francis
|
|
|
|
|
|
Timothy Francis,
|
|
|
|
|
|
Chief Financial Officer of The Burlington Capital Group LLC
|
|
|
|
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
|
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Date:
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March 8, 2013
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By
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/s/ Mariann Byerwalter*
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Mariann Byerwalter,
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Manager of The Burlington Capital Group LLC
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Date:
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March 8, 2013
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By
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/s/ William S. Carter*
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William S. Carter,
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Manager of The Burlington Capital Group LLC
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Date:
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March 8, 2013
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By
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/s/ Patrick J. Jung*
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Patrick J. Jung,
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Manager of The Burlington Capital Group LLC
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Date:
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March 8, 2013
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By
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/s/ George H. Krauss*
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George H. Krauss,
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Manager of The Burlington Capital Group LLC
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Date:
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March 8, 2013
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By
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/s/ Martin A. Massengale*
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Martin A. Massengale,
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Manager of The Burlington Capital Group LLC
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Date:
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March 8, 2013
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By
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/s/ Gail Walling Yanney*
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Gail Walling Yanney,
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Manager of The Burlington Capital Group LLC
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Date:
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March 8, 2013
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By
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/s/ Clayton K. Yeutter*
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Clayton K. Yeutter,
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Manager of The Burlington Capital Group LLC
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*By Timothy Francis,
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||
Attorney-in-Fact
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By /s/ Timothy Francis
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Timothy Francis
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Description of Alternative Investment
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Principal Amount
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Placement Fee
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Investment Grade Rated Tax-Exempt Mortgage Backed Securities
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Up to $100 million
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1% of Par Value
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1.
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I have reviewed this Annual Report on Form 10-K of America First Tax Exempt Investors, L.P.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in the report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods represented in this report;
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4.
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The Company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the Company's internal control over financial reporting that occurred during the Company's most recent fiscal quarter (the Company's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.
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By
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/s/ Mark A. Hiatt
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Mark A. Hiatt
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Chief Executive Officer
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1.
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I have reviewed this Annual Report on Form 10-K of America First Tax Exempt Investors, L.P.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in the report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods represented in this report;
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4.
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The Company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the Company's internal control over financial reporting that occurred during the Company's most recent fiscal quarter (the Company's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and
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5.
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The Company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors(or persons performing equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.
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By
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/s/ Timothy Francis
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Timothy Francis
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Chief Financial Officer
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(1)
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The Annual Report on Form 10-K of the Partnership for the year ended
December 31, 2012
(the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
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/s/ Mark A. Hiatt
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Mark A. Hiatt
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Chief Executive Officer
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(1)
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The Annual Report on Form 10-K of the Partnership for the year ended
December 31, 2012
(the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
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|
/s/ Timothy Francis
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Timothy Francis
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Chief Financial Officer
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