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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|
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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
o
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Accelerated filer
x
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Non- accelerated filer
o
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Smaller reporting company
o
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(do not check if a smaller reporting company)
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Financial Statements (Unaudited)
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Condensed Consolidated Balance Sheets
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Condensed Consolidated Statements of Operations
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Condensed Consolidated Statements of Comprehensive Income
|
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Condensed Consolidated Statements of Partners’ Capital
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Condensed Consolidated Statements of Cash Flows
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Notes to Condensed Consolidated Financial Statements
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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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Controls and Procedures
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•
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defaults on the mortgage loans securing our tax-exempt mortgage revenue bonds and mortgage-backed securities;
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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
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•
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changes in government regulations affecting our business; and
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•
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changes in the appropriation amounts received by the Public Housing Authorities from the United States Department of Housing and Development Capital Fund Program which are used by the Public Housing Authorities to make interest and principal payments for the Public Housing Capital Fund Trusts' Certificates.
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June 30,
2013 |
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December 31,
2012 |
||||
Assets
|
|
|
|
|
||||
Cash and cash equivalents
|
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$
|
23,985,725
|
|
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$
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30,172,773
|
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Restricted cash
|
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8,205,726
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|
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5,471,522
|
|
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Interest receivable
|
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6,481,932
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8,473,360
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|
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Tax-exempt mortgage revenue bonds held in trust, at fair value (Notes 4 & 10)
|
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158,419,660
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99,534,082
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Tax-exempt mortgage revenue bonds, at fair value (Note 4)
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40,695,933
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45,703,294
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|
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Public housing capital fund trusts, at fair value (Note 5)
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62,759,268
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65,389,298
|
|
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Mortgage-backed securities, at fair value (Note 6)
|
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41,092,433
|
|
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32,121,412
|
|
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Real estate assets: (Note 7)
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|
|
|
|
||||
Land
|
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12,488,232
|
|
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11,202,876
|
|
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Buildings and improvements
|
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112,059,618
|
|
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93,615,479
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|
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Real estate assets before accumulated depreciation
|
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124,547,850
|
|
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104,818,355
|
|
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Accumulated depreciation
|
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(21,772,145
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)
|
|
(19,330,063
|
)
|
||
Net real estate assets
|
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102,775,705
|
|
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85,488,292
|
|
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Other assets (Note 8)
|
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11,739,071
|
|
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8,216,295
|
|
||
Assets of discontinued operations (Note 9)
|
|
9,972,795
|
|
|
32,580,427
|
|
||
Total Assets
|
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$
|
466,128,248
|
|
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$
|
413,150,755
|
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
||||
Accounts payable, accrued expenses and other liabilities
|
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$
|
4,537,156
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|
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$
|
5,013,947
|
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Distribution payable
|
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5,870,784
|
|
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5,566,908
|
|
||
Debt financing (Note 10)
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225,447,000
|
|
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177,948,000
|
|
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Mortgages payable (Note 11)
|
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46,486,463
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|
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39,119,507
|
|
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Liabilities of discontinued operations (Note 9)
|
|
141,160
|
|
|
1,531,462
|
|
||
Total Liabilities
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282,482,563
|
|
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229,179,824
|
|
||
|
|
|
|
|
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Commitments and Contingencies (Note 16)
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
Partners' Capital
|
|
|
|
|
||||
General Partner (Note 2)
|
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5,114
|
|
|
(430,087
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)
|
||
Beneficial Unit Certificate holders
|
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207,855,207
|
|
|
207,383,087
|
|
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Unallocated deficit of Consolidated VIEs
|
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(25,578,906
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)
|
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(25,035,808
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)
|
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Total Partners' Capital
|
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182,281,415
|
|
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181,917,192
|
|
||
Noncontrolling interest (Note 7)
|
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1,364,270
|
|
|
2,053,739
|
|
||
Total Capital
|
|
183,645,685
|
|
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183,970,931
|
|
||
Total Liabilities and Partners' Capital
|
|
$
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466,128,248
|
|
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$
|
413,150,755
|
|
|
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For the Three Months Ended,
|
|
For the Six Months Ended,
|
||||||||||||
|
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June 30, 2013
|
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June 30, 2012
|
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June 30, 2013
|
|
June 30, 2012
|
||||||||
Revenues:
|
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|
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|
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|
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||||||||
Property revenues
|
|
$
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3,952,046
|
|
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$
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2,855,949
|
|
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$
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7,684,853
|
|
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$
|
5,816,349
|
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Investment income
|
|
4,595,197
|
|
|
2,288,646
|
|
|
12,311,814
|
|
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4,660,050
|
|
||||
Contingent tax-exempt interest income
|
|
6,497,160
|
|
|
—
|
|
|
6,497,160
|
|
|
—
|
|
||||
Other interest income
|
|
96,180
|
|
|
43,427
|
|
|
1,341,165
|
|
|
82,772
|
|
||||
Gain on sale of bonds
|
|
—
|
|
|
667,821
|
|
|
—
|
|
|
667,821
|
|
||||
Other income
|
|
—
|
|
|
—
|
|
|
250,000
|
|
|
—
|
|
||||
Total revenues
|
|
15,140,583
|
|
|
5,855,843
|
|
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28,084,992
|
|
|
11,226,992
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
|
||||||||
Real estate operating (exclusive of items shown below)
|
|
2,315,325
|
|
|
1,745,052
|
|
|
4,372,361
|
|
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3,360,428
|
|
||||
Realized loss on taxable property loan
|
|
4,557,741
|
|
|
—
|
|
|
4,557,741
|
|
|
—
|
|
||||
Provision for loan loss
|
|
96,000
|
|
|
—
|
|
|
96,000
|
|
|
—
|
|
||||
Provision for loss on receivables
|
|
3,523
|
|
|
238,175
|
|
|
241,698
|
|
|
476,350
|
|
||||
Depreciation and amortization
|
|
1,661,082
|
|
|
1,150,615
|
|
|
3,242,458
|
|
|
2,214,382
|
|
||||
Interest
|
|
1,426,349
|
|
|
1,496,970
|
|
|
2,962,622
|
|
|
2,765,786
|
|
||||
General and administrative
|
|
1,141,444
|
|
|
1,048,366
|
|
|
2,111,935
|
|
|
1,698,945
|
|
||||
Total expenses
|
|
11,201,464
|
|
|
5,679,178
|
|
|
17,584,815
|
|
|
10,515,891
|
|
||||
Income from continuing operations
|
|
3,939,119
|
|
|
176,665
|
|
|
10,500,177
|
|
|
711,101
|
|
||||
Income from discontinued operations (including gain on sale of MF Properties of $1,775,527 in the first quarter of 2013)
|
|
166,887
|
|
|
251,601
|
|
|
2,099,906
|
|
|
486,749
|
|
||||
Net income
|
|
4,106,006
|
|
|
428,266
|
|
|
12,600,083
|
|
|
1,197,850
|
|
||||
Net income attributable to noncontrolling interest
|
|
150,846
|
|
|
122,218
|
|
|
323,497
|
|
|
261,370
|
|
||||
Net income - America First Tax Exempt Investors, L.P.
|
|
$
|
3,955,160
|
|
|
$
|
306,048
|
|
|
$
|
12,276,586
|
|
|
$
|
936,480
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) allocated to:
|
|
|
|
|
|
|
|
|
||||||||
General Partner
|
|
$
|
508,033
|
|
|
$
|
165,927
|
|
|
$
|
1,019,784
|
|
|
$
|
174,630
|
|
Limited Partners - Unitholders
|
|
3,749,266
|
|
|
399,129
|
|
|
11,799,900
|
|
|
1,260,717
|
|
||||
Unallocated loss of Consolidated Property VIEs
|
|
(302,139
|
)
|
|
(259,008
|
)
|
|
(543,098
|
)
|
|
(498,867
|
)
|
||||
Noncontrolling interest
|
|
150,846
|
|
|
122,218
|
|
|
323,497
|
|
|
261,370
|
|
||||
|
|
$
|
4,106,006
|
|
|
$
|
428,266
|
|
|
$
|
12,600,083
|
|
|
$
|
1,197,850
|
|
Unitholders' interest in net income per unit (basic and diluted):
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
|
$
|
0.09
|
|
|
$
|
—
|
|
|
$
|
0.23
|
|
|
$
|
0.02
|
|
Income from discontinued operations
|
|
—
|
|
|
0.01
|
|
|
0.05
|
|
|
0.02
|
|
||||
Net income, basic and diluted, per unit
|
|
$
|
0.09
|
|
|
$
|
0.01
|
|
|
$
|
0.28
|
|
|
$
|
0.04
|
|
Weighted average number of units outstanding, basic and diluted
|
|
42,772,928
|
|
|
33,682,818
|
|
|
42,772,928
|
|
|
31,912,707
|
|
|
|
For the Three Months Ended,
|
|
For the Six Months Ended,
|
||||||||||||
|
|
June 30, 2013
|
|
June 30, 2012
|
|
June 30, 2013
|
|
June 30, 2012
|
||||||||
Net income
|
|
$
|
4,106,006
|
|
|
$
|
428,266
|
|
|
$
|
12,600,083
|
|
|
$
|
1,197,850
|
|
Unrealized (loss) gain on securities
|
|
(8,276,828
|
)
|
|
4,074,444
|
|
|
(5,476,209
|
)
|
|
6,922,051
|
|
||||
Comprehensive (loss) income - America First Tax Exempt Investors, L.P.
|
|
$
|
(4,170,822
|
)
|
|
$
|
4,502,710
|
|
|
$
|
7,123,874
|
|
|
$
|
8,119,901
|
|
|
|
|
|
|
|
|
|
|
||||||||
Comprehensive (loss) income allocated to:
|
|
|
|
|
|
|
|
|
||||||||
General Partner
|
|
$
|
425,265
|
|
|
$
|
206,672
|
|
|
$
|
965,022
|
|
|
$
|
243,851
|
|
Limited Partners - Unitholders
|
|
(4,444,794
|
)
|
|
4,432,828
|
|
|
6,378,453
|
|
|
8,113,547
|
|
||||
Unallocated loss of Consolidated Property VIEs
|
|
(302,139
|
)
|
|
(259,008
|
)
|
|
(543,098
|
)
|
|
(498,867
|
)
|
||||
Noncontrolling interest
|
|
150,846
|
|
|
122,218
|
|
|
323,497
|
|
|
261,370
|
|
||||
Comprehensive (loss) income - America First Tax Exempt Investors, L.P.
|
|
$
|
(4,170,822
|
)
|
|
$
|
4,502,710
|
|
|
$
|
7,123,874
|
|
|
$
|
8,119,901
|
|
|
General Partner
|
|
# of Units
|
|
Beneficial Unit Certificate Holders
|
|
Unallocated Deficit of Consolidated VIEs
|
|
Non- controlling Interest
|
|
Total
|
|
Accumulated Other Comprehensive Income (Loss)
|
|||||||||||||
Balance at January 1, 2013
|
$
|
(430,087
|
)
|
|
42,772,928
|
|
|
$
|
207,383,087
|
|
|
$
|
(25,035,808
|
)
|
|
$
|
2,053,739
|
|
|
$
|
183,970,931
|
|
|
$
|
7,161,381
|
|
Deconsolidation of Ohio Properties
|
14,064
|
|
|
|
|
1,392,303
|
|
|
—
|
|
|
(1,012,966
|
)
|
|
393,401
|
|
|
1,406,367
|
|
|||||||
Redemption of tax-exempt mortgage revenue bond
|
(6,518
|
)
|
|
|
|
(645,331
|
)
|
|
—
|
|
|
—
|
|
|
(651,849
|
)
|
|
(651,849
|
)
|
|||||||
Foreclosure of tax-exempt mortgage revenue bond
|
40,807
|
|
|
|
|
4,039,927
|
|
|
—
|
|
|
—
|
|
|
4,080,734
|
|
|
4,080,734
|
|
|||||||
Distributions paid or accrued
|
(578,174
|
)
|
|
|
|
(10,693,232
|
)
|
|
—
|
|
|
—
|
|
|
(11,271,406
|
)
|
|
—
|
|
|||||||
Net income (loss)
|
1,019,784
|
|
|
|
|
11,799,900
|
|
|
(543,098
|
)
|
|
323,497
|
|
|
12,600,083
|
|
|
—
|
|
|||||||
Unrealized loss on securities
|
(54,762
|
)
|
|
|
|
(5,421,447
|
)
|
|
—
|
|
|
—
|
|
|
(5,476,209
|
)
|
|
(5,476,209
|
)
|
|||||||
Balance at June 30, 2013
|
$
|
5,114
|
|
|
42,772,928
|
|
|
$
|
207,855,207
|
|
|
$
|
(25,578,906
|
)
|
|
$
|
1,364,270
|
|
|
$
|
183,645,685
|
|
|
$
|
6,520,424
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
General Partner
|
|
# of Units
|
|
Beneficial Unit Certificate Holders
|
|
Unallocated Deficit of Consolidated VIEs
|
|
Non- controlling Interest
|
|
Total
|
|
Accumulated Other Comprehensive Income
|
|||||||||||||
Balance at January 1, 2012
|
$
|
(354,006
|
)
|
|
30,122,928
|
|
|
$
|
154,911,228
|
|
|
$
|
(23,512,962
|
)
|
|
$
|
544,785
|
|
|
$
|
131,589,045
|
|
|
$
|
95,894
|
|
Equity raise
|
—
|
|
|
12,650,000
|
|
|
59,948,265
|
|
|
—
|
|
|
—
|
|
|
59,948,265
|
|
|
—
|
|
||||||
Noncontrolling interest contribution
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
4,037
|
|
|
4,037
|
|
|
—
|
|
|||||||
Distributions paid or accrued
|
(253,936
|
)
|
|
|
|
(9,111,982
|
)
|
|
—
|
|
|
—
|
|
|
(9,365,918
|
)
|
|
—
|
|
|||||||
Net income (loss)
|
174,630
|
|
|
|
|
1,260,717
|
|
|
(498,867
|
)
|
|
261,370
|
|
|
1,197,850
|
|
|
—
|
|
|||||||
Unrealized gain on securities
|
69,221
|
|
|
|
|
6,852,830
|
|
|
—
|
|
|
—
|
|
|
6,922,051
|
|
|
6,922,051
|
|
|||||||
Balance at June 30, 2012
|
$
|
(364,091
|
)
|
|
42,772,928
|
|
|
$
|
213,861,058
|
|
|
$
|
(24,011,829
|
)
|
|
$
|
810,192
|
|
|
$
|
190,295,330
|
|
|
$
|
7,017,945
|
|
|
|
For Six Months Ended,
|
||||||
|
|
June 30, 2013
|
|
June 30, 2012
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net income
|
|
$
|
12,600,083
|
|
|
$
|
1,197,850
|
|
Adjustments to reconcile net income to net cash provided (used) by operating activities:
|
|
|
|
|
||||
Depreciation and amortization expense
|
|
3,250,911
|
|
|
3,056,181
|
|
||
Provision for loss from receivables
|
|
241,698
|
|
|
476,350
|
|
||
Non-cash (gain) loss on derivatives
|
|
(136,246
|
)
|
|
780,497
|
|
||
Bond premium/discount amortization
|
|
(166,811
|
)
|
|
(215,777
|
)
|
||
Gain on sale of bonds
|
|
—
|
|
|
(667,821
|
)
|
||
Gain on the sale of the Ohio Properties
|
|
(1,775,527
|
)
|
|
—
|
|
||
Contingent interest realized upon the redemption of the Iona Lakes tax-exempt mortgage revenue bond
|
|
(6,497,160
|
)
|
|
—
|
|
||
Realized loss on taxable property loan
|
|
4,557,741
|
|
|
—
|
|
||
Changes in operating assets and liabilities, net of effect of acquisitions
|
|
|
|
|
|
|
||
Increase in interest receivable
|
|
(1,901,440
|
)
|
|
(1,073,526
|
)
|
||
(Increase) decrease in other assets
|
|
(1,679,436
|
)
|
|
262,683
|
|
||
(Decrease) increase in accounts payable and accrued expenses
|
|
(2,585,429
|
)
|
|
90,823
|
|
||
Net cash provided operating activities
|
|
5,908,384
|
|
|
3,907,260
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
|
||
Capital expenditures
|
|
(4,723,977
|
)
|
|
(3,744,461
|
)
|
||
Acquisition of tax-exempt mortgage revenue bonds
|
|
(62,210,000
|
)
|
|
(10,164,815
|
)
|
||
Proceeds from sale of Ohio Properties
|
|
16,195,000
|
|
|
—
|
|
||
Investment in Ohio Properties bonds
|
|
(18,313,000
|
)
|
|
—
|
|
||
Cash received from taxable property loans receivable - Ohio Properties
|
|
4,064,089
|
|
|
—
|
|
||
Proceeds from the redemption/sale of bonds
|
|
21,935,343
|
|
|
16,829,960
|
|
||
Acquisition of mortgage-backed securities
|
|
(12,629,888
|
)
|
|
—
|
|
||
Acquisition of taxable bonds
|
|
(1,635,000
|
)
|
|
—
|
|
||
Decrease in restricted cash
|
|
26,811
|
|
|
208,195
|
|
||
Restricted cash - debt collateral (paid) released
|
|
(2,321,608
|
)
|
|
7,248,436
|
|
||
Change in restricted cash - Greens Property sale
|
|
2,546,362
|
|
|
—
|
|
||
Principal payments received on tax-exempt and taxable mortgage revenue bonds
|
|
1,402,947
|
|
|
594,134
|
|
||
Net cash (used) provided by investing activities
|
|
(55,662,921
|
)
|
|
10,971,449
|
|
||
Cash flows from financing activities:
|
|
|
|
|
|
|
||
Distributions paid
|
|
(10,967,531
|
)
|
|
(7,714,741
|
)
|
||
Proceeds from debt financing
|
|
42,530,000
|
|
|
3,167,342
|
|
||
Proceeds from sale of beneficial unit certificates
|
|
—
|
|
|
59,948,265
|
|
||
Principal borrowings on mortgages payable
|
|
7,500,000
|
|
|
—
|
|
||
Net change in line of credit
|
|
6,000,000
|
|
|
—
|
|
||
Principal payments on debt and mortgage financing
|
|
(1,284,044
|
)
|
|
(8,445,491
|
)
|
||
Decrease in liabilities related to restricted cash
|
|
(26,811
|
)
|
|
(208,195
|
)
|
||
Debt financing costs
|
|
(334,308
|
)
|
|
(34,188
|
)
|
||
Sale of LP Interests
|
|
—
|
|
|
4,037
|
|
||
Net cash provided by financing activities
|
|
43,417,306
|
|
|
46,717,029
|
|
||
Net (decrease) increase in cash and cash equivalents
|
|
(6,337,231
|
)
|
|
61,595,738
|
|
||
Cash and cash equivalents at beginning of period, including cash and cash equivalents of discontinued operations of $158,727 and $126,572, respectively
|
|
30,331,500
|
|
|
20,213,413
|
|
||
Cash and cash equivalents at end of period, including cash and cash equivalents of discontinued operations of $8,544 and $62,910, respectively
|
|
$
|
23,994,269
|
|
|
$
|
81,809,151
|
|
|
|
|
|
|
|
|
For Six Months Ended,
|
||||||
|
|
June 30, 2013
|
|
June 30, 2012
|
||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
||||
Cash paid during the period for interest
|
|
$
|
2,913,874
|
|
|
$
|
2,077,832
|
|
Distributions declared but not paid
|
|
$
|
5,870,784
|
|
|
$
|
5,562,518
|
|
Supplemental disclosure of non cash activities:
|
|
|
|
|
||||
Capital expenditures financed through accounts and notes payable
|
|
$
|
1,460,185
|
|
|
$
|
73,765
|
|
Deconsolidation of the Ohio Properties - noncontrolling interest
|
|
$
|
1,012,966
|
|
|
$
|
—
|
|
Recognition of taxable property loans receivable - Ohio Properties
|
|
$
|
1,236,236
|
|
|
$
|
—
|
|
Conversion of Woodland Park tax-exempt mortgage revenue bond to MF Property
|
|
$
|
15,662,000
|
|
|
$
|
—
|
|
•
|
ATAX TEBS I, LLC, a special purpose entity owned and controlled by the Partnership, created to hold tax-exempt mortgage revenue bonds in order to facilitate the Tax Exempt Bond Securitization (“TEBS”) Financing with Freddie Mac (Note 10).
|
•
|
Nine
multifamily apartments ("MF Properties") which are either wholly or majority owned by subsidiaries of the Partnership.
|
•
|
One
apartment property, the Greens of Pine Glen ("Greens Property")which is reported as discontinued operations (Note 9).
|
|
Balance Sheet Classification
|
|
Carrying Value
|
|
Maximum Exposure to Loss
|
||||
Ashley Square Apartments
|
|
|
|
|
|
||||
Tax Exempt Mortgage Revenue Bond
|
Bond Investment
|
|
$
|
5,497,964
|
|
|
$
|
5,236,000
|
|
Taxable Property Loan
|
Other Asset
|
|
1,416,000
|
|
|
6,887,254
|
|
||
|
|
|
$
|
6,913,964
|
|
|
$
|
12,123,254
|
|
Cross Creek Apartments
|
|
|
|
|
|
||||
Tax Exempt Mortgage Revenue Bond
|
Bond Investment
|
|
$
|
8,015,734
|
|
|
$
|
6,024,018
|
|
Taxable Property Loans
|
Other Asset
|
|
3,383,615
|
|
|
3,383,615
|
|
||
|
|
|
$
|
11,399,349
|
|
|
$
|
9,407,633
|
|
|
|
Partnership as of June 30, 2013
|
|
Consolidated VIEs as of June 30, 2013
|
|
Consolidation -Elimination as of June 30, 2013
|
|
Total as of June 30, 2013
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
23,953,918
|
|
|
$
|
31,807
|
|
|
$
|
—
|
|
|
$
|
23,985,725
|
|
Restricted cash
|
|
7,135,454
|
|
|
1,070,272
|
|
|
—
|
|
|
8,205,726
|
|
||||
Interest receivable
|
|
12,802,909
|
|
|
—
|
|
|
(6,320,977
|
)
|
|
6,481,932
|
|
||||
Tax-exempt mortgage revenue bonds held in trust, at fair value
|
|
183,013,167
|
|
|
—
|
|
|
(24,593,507
|
)
|
|
158,419,660
|
|
||||
Tax-exempt mortgage revenue bonds, at fair value
|
|
40,695,933
|
|
|
—
|
|
|
—
|
|
|
40,695,933
|
|
||||
Public housing capital fund trusts, at fair value
|
|
62,759,268
|
|
|
—
|
|
|
—
|
|
|
62,759,268
|
|
||||
Mortgage-backed securities, at fair value
|
|
41,092,433
|
|
|
—
|
|
|
—
|
|
|
41,092,433
|
|
||||
Real estate assets:
|
|
|
|
|
|
|
|
|
||||||||
Land
|
|
9,238,188
|
|
|
3,250,044
|
|
|
—
|
|
|
12,488,232
|
|
||||
Buildings and improvements
|
|
79,857,792
|
|
|
32,201,826
|
|
|
—
|
|
|
112,059,618
|
|
||||
Real estate assets before accumulated depreciation
|
|
89,095,980
|
|
|
35,451,870
|
|
|
—
|
|
|
124,547,850
|
|
||||
Accumulated depreciation
|
|
(7,362,917
|
)
|
|
(14,409,228
|
)
|
|
—
|
|
|
(21,772,145
|
)
|
||||
Net real estate assets
|
|
81,733,063
|
|
|
21,042,642
|
|
|
—
|
|
|
102,775,705
|
|
||||
Other assets
|
|
20,924,637
|
|
|
664,567
|
|
|
(9,850,133
|
)
|
|
11,739,071
|
|
||||
Assets of discontinued operations
|
|
9,972,795
|
|
|
—
|
|
|
—
|
|
|
9,972,795
|
|
||||
Total Assets
|
|
$
|
484,083,577
|
|
|
$
|
22,809,288
|
|
|
$
|
(40,764,617
|
)
|
|
$
|
466,128,248
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Accounts payable, accrued expenses and other liabilities
|
|
$
|
3,911,863
|
|
|
$
|
28,015,588
|
|
|
$
|
(27,390,295
|
)
|
|
$
|
4,537,156
|
|
Distribution payable
|
|
5,870,784
|
|
|
—
|
|
|
—
|
|
|
5,870,784
|
|
||||
Debt financing
|
|
225,447,000
|
|
|
—
|
|
|
—
|
|
|
225,447,000
|
|
||||
Mortgages payable
|
|
46,486,463
|
|
|
24,026,000
|
|
|
(24,026,000
|
)
|
|
46,486,463
|
|
||||
Liabilities of discontinued operations
|
|
141,160
|
|
|
—
|
|
|
—
|
|
|
141,160
|
|
||||
Total Liabilities
|
|
281,857,270
|
|
|
52,041,588
|
|
|
(51,416,295
|
)
|
|
282,482,563
|
|
||||
Partners' Capital
|
|
|
|
|
|
|
|
|
||||||||
General Partner
|
|
5,114
|
|
|
—
|
|
|
—
|
|
|
5,114
|
|
||||
Beneficial Unit Certificate holders
|
|
200,856,923
|
|
|
—
|
|
|
6,998,284
|
|
|
207,855,207
|
|
||||
Unallocated deficit of Consolidated VIEs
|
|
—
|
|
|
(29,232,300
|
)
|
|
3,653,394
|
|
|
(25,578,906
|
)
|
||||
Total Partners' Capital
|
|
200,862,037
|
|
|
(29,232,300
|
)
|
|
10,651,678
|
|
|
182,281,415
|
|
||||
Noncontrolling interest
|
|
1,364,270
|
|
|
—
|
|
|
—
|
|
|
1,364,270
|
|
||||
Total Capital
|
|
202,226,307
|
|
|
(29,232,300
|
)
|
|
10,651,678
|
|
|
183,645,685
|
|
||||
Total Liabilities and Partners' Capital
|
|
$
|
484,083,577
|
|
|
$
|
22,809,288
|
|
|
$
|
(40,764,617
|
)
|
|
$
|
466,128,248
|
|
|
|
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, at fair value
|
|
124,149,600
|
|
|
—
|
|
|
(24,615,518
|
)
|
|
99,534,082
|
|
||||
Tax-exempt mortgage revenue bonds, at fair value
|
|
45,703,294
|
|
|
—
|
|
|
—
|
|
|
45,703,294
|
|
||||
Public housing capital fund trusts, at fair value
|
|
65,389,298
|
|
|
—
|
|
|
—
|
|
|
65,389,298
|
|
||||
Mortgage-backed securities, at fair value
|
|
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
|
|
||||
Mortgages 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 For the Three Months Ended June 30, 2013
|
|
Consolidated VIEs For the Three Months Ended June 30, 2013
|
|
Consolidation -Elimination For the Three Months Ended June 30, 2013
|
|
Total For the Three Months Ended June 30, 2013
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Property revenues
|
$
|
2,731,740
|
|
|
$
|
1,220,306
|
|
|
$
|
—
|
|
|
$
|
3,952,046
|
|
Investment income
|
4,971,873
|
|
|
—
|
|
|
(376,676
|
)
|
|
4,595,197
|
|
||||
Contingent tax-exempt interest income
|
6,497,160
|
|
|
—
|
|
|
—
|
|
|
6,497,160
|
|
||||
Other interest income
|
96,180
|
|
|
—
|
|
|
—
|
|
|
96,180
|
|
||||
Total revenues
|
14,296,953
|
|
|
1,220,306
|
|
|
(376,676
|
)
|
|
15,140,583
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
||||||||
Real estate operating (exclusive of items shown below)
|
1,515,316
|
|
|
800,009
|
|
|
—
|
|
|
2,315,325
|
|
||||
Realized loss on taxable property loan
|
4,557,741
|
|
|
—
|
|
|
—
|
|
|
4,557,741
|
|
||||
Provision for loan loss
|
96,000
|
|
|
—
|
|
|
—
|
|
|
96,000
|
|
||||
Provision for loss on receivables
|
3,523
|
|
|
—
|
|
|
—
|
|
|
3,523
|
|
||||
Depreciation and amortization
|
1,315,322
|
|
|
356,550
|
|
|
(10,790
|
)
|
|
1,661,082
|
|
||||
Interest
|
1,426,349
|
|
|
825,466
|
|
|
(825,466
|
)
|
|
1,426,349
|
|
||||
General and administrative
|
1,141,444
|
|
|
—
|
|
|
—
|
|
|
1,141,444
|
|
||||
Total expenses
|
10,055,695
|
|
|
1,982,025
|
|
|
(836,256
|
)
|
|
11,201,464
|
|
||||
Income (loss) from continuing operations
|
4,241,258
|
|
|
(761,719
|
)
|
|
459,580
|
|
|
3,939,119
|
|
||||
Income from discontinued operations
|
166,887
|
|
|
—
|
|
|
—
|
|
|
166,887
|
|
||||
Net income (loss)
|
4,408,145
|
|
|
(761,719
|
)
|
|
459,580
|
|
|
4,106,006
|
|
||||
Net income attributable to noncontrolling interest
|
150,846
|
|
|
—
|
|
|
—
|
|
|
150,846
|
|
||||
Net income (loss) - America First Tax Exempt Investors, L. P.
|
$
|
4,257,299
|
|
|
$
|
(761,719
|
)
|
|
$
|
459,580
|
|
|
$
|
3,955,160
|
|
|
Partnership For the Three Months Ended June 30, 2012
|
|
Consolidated VIEs For the Three Months Ended June 30, 2012
|
|
Consolidation -Elimination For the Three Months Ended June 30, 2012
|
|
Total For the Three Months Ended June 30, 2012
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Property revenues
|
$
|
1,656,204
|
|
|
$
|
1,199,745
|
|
|
$
|
—
|
|
|
$
|
2,855,949
|
|
Mortgage revenue bond investment income
|
2,669,348
|
|
|
—
|
|
|
(380,702
|
)
|
|
2,288,646
|
|
||||
Other interest income
|
43,427
|
|
|
—
|
|
|
—
|
|
|
43,427
|
|
||||
Gain on sale of bonds
|
667,821
|
|
|
—
|
|
|
—
|
|
|
667,821
|
|
||||
Total revenues
|
5,036,800
|
|
|
1,199,745
|
|
|
(380,702
|
)
|
|
5,855,843
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
||||||||
Real estate operating (exclusive of items shown below)
|
1,013,757
|
|
|
731,295
|
|
|
—
|
|
|
1,745,052
|
|
||||
Provision for loss on receivables
|
238,175
|
|
|
—
|
|
|
—
|
|
|
238,175
|
|
||||
Depreciation and amortization
|
803,858
|
|
|
357,661
|
|
|
(10,904
|
)
|
|
1,150,615
|
|
||||
Interest
|
1,496,970
|
|
|
803,693
|
|
|
(803,693
|
)
|
|
1,496,970
|
|
||||
General and administrative
|
1,048,366
|
|
|
—
|
|
|
—
|
|
|
1,048,366
|
|
||||
Total expenses
|
4,601,126
|
|
|
1,892,649
|
|
|
(814,597
|
)
|
|
5,679,178
|
|
||||
Income (loss) from continuing operations
|
435,674
|
|
|
(692,904
|
)
|
|
433,895
|
|
|
176,665
|
|
||||
Income from discontinued operations
|
251,601
|
|
|
—
|
|
|
—
|
|
|
251,601
|
|
||||
Net income (loss)
|
687,275
|
|
|
(692,904
|
)
|
|
433,895
|
|
|
428,266
|
|
||||
Net income attributable to noncontrolling interest
|
122,218
|
|
|
—
|
|
|
—
|
|
|
122,218
|
|
||||
Net income (loss) - America First Tax Exempt Investors, L. P.
|
$
|
565,057
|
|
|
$
|
(692,904
|
)
|
|
$
|
433,895
|
|
|
$
|
306,048
|
|
|
|
|
|
|
|
|
|
||||||||
|
Partnership For the Six Months Ended June 30, 2013
|
|
Consolidated VIEs For the Six Months Ended June 30, 2013
|
|
Consolidation -Elimination For the Six Months Ended June 30, 2013
|
|
Total For the Six Months Ended June 30, 2013
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Property revenues
|
$
|
5,251,478
|
|
|
$
|
2,433,375
|
|
|
$
|
—
|
|
|
$
|
7,684,853
|
|
Mortgage revenue bond investment income
|
13,066,199
|
|
|
—
|
|
|
(754,385
|
)
|
|
12,311,814
|
|
||||
Contingent tax-exempt interest income
|
6,497,160
|
|
|
—
|
|
|
—
|
|
|
6,497,160
|
|
||||
Other interest income
|
1,341,165
|
|
|
—
|
|
|
—
|
|
|
1,341,165
|
|
||||
Other income
|
250,000
|
|
|
—
|
|
|
—
|
|
|
250,000
|
|
||||
Total revenues
|
26,406,002
|
|
|
2,433,375
|
|
|
(754,385
|
)
|
|
28,084,992
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
||||||||
Real estate operating (exclusive of items shown below)
|
2,838,950
|
|
|
1,533,411
|
|
|
—
|
|
|
4,372,361
|
|
||||
Realized loss on taxable property loan
|
4,557,741
|
|
|
—
|
|
|
—
|
|
|
4,557,741
|
|
||||
Provision for loan loss
|
96,000
|
|
|
—
|
|
|
—
|
|
|
96,000
|
|
||||
Provision for loss on receivables
|
241,698
|
|
|
—
|
|
|
—
|
|
|
241,698
|
|
||||
Depreciation and amortization
|
2,553,781
|
|
|
710,286
|
|
|
(21,609
|
)
|
|
3,242,458
|
|
||||
Interest
|
2,962,622
|
|
|
1,644,629
|
|
|
(1,644,629
|
)
|
|
2,962,622
|
|
||||
General and administrative
|
2,111,935
|
|
|
—
|
|
|
—
|
|
|
2,111,935
|
|
||||
Total expenses
|
15,362,727
|
|
|
3,888,326
|
|
|
(1,666,238
|
)
|
|
17,584,815
|
|
||||
Income (loss) from continuing operations
|
11,043,275
|
|
|
(1,454,951
|
)
|
|
911,853
|
|
|
10,500,177
|
|
||||
Income from discontinued operations (including gain on sale of MF Properties of $1,775,527 in the first quarter of 2013)
|
2,099,906
|
|
|
—
|
|
|
—
|
|
|
2,099,906
|
|
||||
Net income (loss)
|
13,143,181
|
|
|
(1,454,951
|
)
|
|
911,853
|
|
|
12,600,083
|
|
||||
Net income attributable to noncontrolling interest
|
323,497
|
|
|
—
|
|
|
—
|
|
|
323,497
|
|
||||
Net income (loss) - America First Tax Exempt Investors, L. P.
|
$
|
12,819,684
|
|
|
$
|
(1,454,951
|
)
|
|
$
|
911,853
|
|
|
$
|
12,276,586
|
|
|
|
|
|
|
|
|
|
||||||||
|
Partnership For the Six Months Ended June 30, 2012
|
|
Consolidated VIEs For the Six Months Ended June 30, 2012
|
|
Consolidation -Elimination For the Six Months Ended June 30, 2012
|
|
Total For the Six Months Ended June 30, 2012
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Property revenues
|
$
|
3,421,695
|
|
|
$
|
2,394,654
|
|
|
$
|
—
|
|
|
$
|
5,816,349
|
|
Investment income
|
5,422,425
|
|
|
—
|
|
|
(762,375
|
)
|
|
4,660,050
|
|
||||
Other interest income
|
82,772
|
|
|
—
|
|
|
—
|
|
|
82,772
|
|
||||
Gain on sale of bonds
|
667,821
|
|
|
—
|
|
|
—
|
|
|
667,821
|
|
||||
Total revenues
|
9,594,713
|
|
|
2,394,654
|
|
|
(762,375
|
)
|
|
11,226,992
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
||||||||
Real estate operating (exclusive of items shown below)
|
1,921,092
|
|
|
1,439,336
|
|
|
—
|
|
|
3,360,428
|
|
||||
Provision for loss on receivables
|
476,350
|
|
|
—
|
|
|
—
|
|
|
476,350
|
|
||||
Depreciation and amortization
|
1,522,571
|
|
|
713,647
|
|
|
(21,836
|
)
|
|
2,214,382
|
|
||||
Interest
|
2,765,786
|
|
|
1,602,835
|
|
|
(1,602,835
|
)
|
|
2,765,786
|
|
||||
General and administrative
|
1,698,945
|
|
|
—
|
|
|
—
|
|
|
1,698,945
|
|
||||
Total expenses
|
8,384,744
|
|
|
3,755,818
|
|
|
(1,624,671
|
)
|
|
10,515,891
|
|
||||
Income (loss) from continuing operations
|
1,209,969
|
|
|
(1,361,164
|
)
|
|
862,296
|
|
|
711,101
|
|
||||
Income from discontinued operations
|
486,749
|
|
|
—
|
|
|
—
|
|
|
486,749
|
|
||||
Net income (loss)
|
1,696,718
|
|
|
(1,361,164
|
)
|
|
862,296
|
|
|
1,197,850
|
|
||||
Net income attributable to noncontrolling interest
|
261,370
|
|
|
—
|
|
|
—
|
|
|
261,370
|
|
||||
Net income (loss) - America First Tax Exempt Investors, L. P.
|
$
|
1,435,348
|
|
|
$
|
(1,361,164
|
)
|
|
$
|
862,296
|
|
|
$
|
936,480
|
|
|
|
June 30, 2013
|
||||||||||||||
Description of Tax-Exempt Mortgage Revenue Bonds
|
|
Cost adjusted for pay-downs
|
|
Unrealized Gain
|
|
Unrealized Loss
|
|
Estimated Fair Value
|
||||||||
Arbors at Hickory Ridge
(2)
|
|
$
|
11,578,847
|
|
|
$
|
952,636
|
|
|
$
|
—
|
|
|
$
|
12,531,483
|
|
Ashley Square
(1)
|
|
5,236,000
|
|
|
261,964
|
|
|
—
|
|
|
5,497,964
|
|
||||
Autumn Pines
(2)
|
|
12,237,495
|
|
|
1,078,614
|
|
|
—
|
|
|
13,316,109
|
|
||||
Avistar on the Boulevard A Bond
(2)
|
|
13,760,000
|
|
|
—
|
|
|
(202,410
|
)
|
|
13,557,590
|
|
||||
Avistar at Chase Hill A Bond
(2)
|
|
8,960,000
|
|
|
—
|
|
|
(131,802
|
)
|
|
8,828,198
|
|
||||
Avistar at the Crest A Bond
(2)
|
|
8,759,000
|
|
|
—
|
|
|
(667,699
|
)
|
|
8,091,301
|
|
||||
Bella Vista
(1)
|
|
6,545,000
|
|
|
92,088
|
|
|
—
|
|
|
6,637,088
|
|
||||
Bridle Ridge
(1)
|
|
7,740,000
|
|
|
107,509
|
|
|
—
|
|
|
7,847,509
|
|
||||
Brookstone
(1)
|
|
7,459,078
|
|
|
1,474,290
|
|
|
—
|
|
|
8,933,368
|
|
||||
Cross Creek
(1)
|
|
6,024,018
|
|
|
1,991,716
|
|
|
—
|
|
|
8,015,734
|
|
||||
Lost Creek
(1)
|
|
15,823,286
|
|
|
3,781,390
|
|
|
—
|
|
|
19,604,676
|
|
||||
Ohio Bonds A Bonds
(1)
|
|
14,540,000
|
|
|
1,041,995
|
|
|
—
|
|
|
15,581,995
|
|
||||
Runnymede
(1)
|
|
10,565,000
|
|
|
603,578
|
|
|
—
|
|
|
11,168,578
|
|
||||
Southpark
(1)
|
|
11,944,426
|
|
|
2,421,085
|
|
|
—
|
|
|
14,365,511
|
|
||||
Woodlynn Village
(1)
|
|
4,443,000
|
|
|
—
|
|
|
(444
|
)
|
|
4,442,556
|
|
||||
Tax-exempt mortgage revenue bonds held in trust
|
|
$
|
145,615,150
|
|
|
$
|
13,806,865
|
|
|
$
|
(1,002,355
|
)
|
|
$
|
158,419,660
|
|
|
|
June 30, 2013
|
||||||||||||||
Description of Tax-Exempt Mortgage Revenue Bonds
|
|
Cost adjusted for pay-downs
|
|
Unrealized Gain
|
|
Unrealized Loss
|
|
Estimated Fair Value
|
||||||||
Avistar on the Boulevard B Bond
|
|
3,216,000
|
|
|
33,864
|
|
|
—
|
|
|
3,249,864
|
|
||||
Avistar at Chase Hill B Bond
|
|
2,005,000
|
|
|
—
|
|
|
(72,962
|
)
|
|
1,932,038
|
|
||||
Avistar at the Crest B Bond
|
|
1,700,000
|
|
|
—
|
|
|
(61,863
|
)
|
|
1,638,137
|
|
||||
Dublin
|
|
8,354,000
|
|
|
—
|
|
|
—
|
|
|
8,354,000
|
|
||||
Kingswood
|
|
5,389,000
|
|
|
—
|
|
|
—
|
|
|
5,389,000
|
|
||||
Ohio B Bonds
|
|
3,588,310
|
|
|
259,283
|
|
|
—
|
|
|
3,847,593
|
|
||||
Renaissance
|
|
2,875,000
|
|
|
137,483
|
|
|
—
|
|
|
3,012,483
|
|
||||
Vantage at Judson
|
|
6,049,000
|
|
|
31,818
|
|
|
—
|
|
|
6,080,818
|
|
||||
Waterford
|
|
7,192,000
|
|
|
—
|
|
|
—
|
|
|
7,192,000
|
|
||||
Tax-exempt mortgage revenue bonds
|
|
$
|
40,368,310
|
|
|
$
|
462,448
|
|
|
$
|
(134,825
|
)
|
|
$
|
40,695,933
|
|
|
|
December 31, 2012
|
||||||||||||||
Description of Tax-Exempt Mortgage Revenue Bonds
|
|
Cost adjusted for pay-downs
|
|
Unrealized Gains
|
|
Unrealized Loss
|
|
Estimated 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
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
December 31, 2012
|
||||||||||||||
Description of Tax-Exempt Mortgage Revenue Bonds
|
|
Cost adjusted for pay-downs
|
|
Unrealized Gain
|
|
Unrealized Loss
|
|
Estimated 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
|
|
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 I
|
|
$
|
28,049,351
|
|
|
$
|
—
|
|
|
$
|
(1,228,738
|
)
|
|
$
|
26,820,613
|
|
Public Housing Capital Fund Trust II
|
|
17,464,800
|
|
|
—
|
|
|
(677,677
|
)
|
|
16,787,123
|
|
||||
Public Housing Capital Fund Trust III
|
|
20,415,223
|
|
|
—
|
|
|
(1,263,691
|
)
|
|
19,151,532
|
|
||||
|
|
$
|
65,929,374
|
|
|
$
|
—
|
|
|
$
|
(3,170,106
|
)
|
|
$
|
62,759,268
|
|
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
|
|||
Public Housing Capital Fund Trust Certificate I
|
|
12.75
|
|
AA-
|
|
5.330
|
%
|
|
$
|
26,406,558
|
|
Public Housing Capital Fund Trust Certificate II
|
|
12.3
|
|
AA-
|
|
4.240
|
%
|
|
17,959,713
|
|
|
Public Housing Capital Fund Trust Certificate III
|
|
13.3
|
|
BBB
|
|
5.410
|
%
|
|
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"
|
|
$
|
23,188,749
|
|
|
$
|
—
|
|
|
$
|
(1,775,648
|
)
|
|
$
|
21,413,101
|
|
"AA"
|
|
21,329,867
|
|
|
—
|
|
|
(1,650,535
|
)
|
|
19,679,332
|
|
||||
|
|
$
|
44,518,616
|
|
|
$
|
—
|
|
|
$
|
(3,426,183
|
)
|
|
$
|
41,092,433
|
|
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 June 30, 2013
|
|
Weighted Average Maturity Date
|
|
Weighted Average Coupon Interest Rate
|
||
|
|
|
||||||
|
|
|
||||||
"AAA"
|
|
22,710,000
|
|
|
January 14, 2036
|
|
4.22
|
%
|
"AA"
|
|
20,815,000
|
|
|
January 18, 2036
|
|
4.00
|
%
|
|
|
43,525,000
|
|
|
|
|
|
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
|
|
|
|
Woodland Park 5/29/2013 (Date of Acquisition)
|
||
Other current assets
|
|
$
|
201,321
|
|
In-place lease assets
|
|
403,216
|
|
|
Real estate assets
|
|
15,258,784
|
|
|
Total Assets
|
|
$
|
15,863,321
|
|
Accounts payable, accrued expenses and other
|
$
|
192,345
|
|
|
Net assets
|
|
15,670,976
|
|
|
Total liabilities and net assets
|
|
$
|
15,863,321
|
|
|
|
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
|
|
|
For Three Months Ended June 30, 2013
|
|
For Three Months Ended June 30, 2012
|
|
For Six Months Ended June 30, 2013
|
|
For Six Months Ended June 30, 2012
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
15,245,045
|
|
|
$
|
6,475,206
|
|
|
$
|
28,365,276
|
|
|
$
|
12,443,993
|
|
Net income
|
3,867,086
|
|
|
342,516
|
|
|
12,215,549
|
|
|
934,918
|
|
||||
Net income allocated to unitholders
|
3,662,073
|
|
|
435,232
|
|
|
11,739,473
|
|
|
1,259,171
|
|
||||
Unitholders' interest in net income per unit (basic and diluted)
|
$
|
0.09
|
|
|
$
|
0.01
|
|
|
$
|
0.27
|
|
|
$
|
0.04
|
|
Consolidated VIEs
|
|||||||||||||||||
Property Name
|
|
Location
|
|
Number of Units
|
|
Land
|
|
Buildings and Improvements
|
|
Carrying Value at June 30, 2013
|
|||||||
Bent Tree Apartments
|
|
Columbia, SC
|
|
232
|
|
|
$
|
986,000
|
|
|
$
|
12,007,553
|
|
|
$
|
12,993,553
|
|
Fairmont Oaks Apartments
|
|
Gainsville, FL
|
|
178
|
|
|
850,400
|
|
|
8,772,735
|
|
|
9,623,135
|
|
|||
Lake Forest Apartments
|
|
Daytona Beach, FL
|
|
240
|
|
|
1,396,800
|
|
|
11,438,382
|
|
|
12,835,182
|
|
|||
|
|
|
|
|
|
|
|
|
|
35,451,870
|
|
||||||
Less accumulated depreciation (depreciation expense of approximately $693,000 in 2013)
|
|
(14,409,228
|
)
|
||||||||||||||
Balance at June 30, 2013
|
|
|
|
|
|
|
|
|
|
$
|
21,042,642
|
|
|||||
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
|
)
|
||||||||||||
Balance at December 31, 2012
|
|
|
|
|
|
|
|
|
$
|
28,372,093
|
|
|
|
June 30, 2013
|
|
December 31, 2012
|
||||
Taxable property loans receivable
|
|
$
|
14,249,140
|
|
|
$
|
20,328,927
|
|
Less: Loan loss reserves
|
|
(10,603,537
|
)
|
|
(18,134,902
|
)
|
||
Deferred financing costs - net
|
|
2,817,489
|
|
|
2,764,734
|
|
||
Fair value of derivative contracts
|
|
514,975
|
|
|
378,729
|
|
||
Taxable bonds at fair market value
|
|
3,083,578
|
|
|
1,524,873
|
|
||
Other assets
|
|
1,677,426
|
|
|
1,353,934
|
|
||
Total Other assets
|
|
$
|
11,739,071
|
|
|
$
|
8,216,295
|
|
|
|
June 30, 2013
|
||||||||||||||
|
|
Outstanding Balance
|
|
Accrued Interest
|
|
Loan Loss Reserves
|
|
Net Taxable Property Loans
|
||||||||
Arbors at Hickory Ridge
|
|
$
|
191,264
|
|
|
$
|
6,743
|
|
|
$
|
—
|
|
|
$
|
198,007
|
|
Ashley Square
|
|
5,012,342
|
|
|
1,874,912
|
|
|
(5,471,254
|
)
|
|
1,416,000
|
|
||||
Cross Creek
|
|
6,684,087
|
|
|
1,700,067
|
|
|
(5,000,539
|
)
|
|
3,383,615
|
|
||||
Ohio Properties
|
|
2,361,447
|
|
|
131,744
|
|
|
(131,744
|
)
|
|
2,361,447
|
|
||||
|
|
$
|
14,249,140
|
|
|
$
|
3,713,466
|
|
|
$
|
(10,603,537
|
)
|
|
$
|
7,359,069
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
December 31, 2012
|
||||||||||||||
|
|
Outstanding Balance
|
|
Accrued Interest
|
|
Loan Loss Reserves
|
|
Net Taxable Property 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
|
|
|
|
June 30, 2013
|
|
December 31, 2012
|
||||
Balance, beginning of year
|
|
$
|
18,134,902
|
|
|
$
|
16,782,918
|
|
Write-off of loan loss reserve related to Iona Lakes taxable property loan receivable
|
|
(7,216,484
|
)
|
|
—
|
|
||
Provision for loan loss
|
|
96,000
|
|
|
—
|
|
||
Foreclosure of Woodland Park bond
|
|
(1,278,124
|
)
|
|
—
|
|
||
Accrued interest not recognized
|
|
867,243
|
|
|
1,351,984
|
|
||
Balance, end of period
|
|
$
|
10,603,537
|
|
|
$
|
18,134,902
|
|
|
June 30, 2013
|
|
December 31, 2012
|
||||
Cash and cash equivalents
|
$
|
8,544
|
|
|
$
|
158,727
|
|
Restricted cash
|
287,194
|
|
|
4,035,360
|
|
||
Land
|
1,749,714
|
|
|
3,828,345
|
|
||
Buildings and improvements
|
8,681,677
|
|
|
28,316,081
|
|
||
Real estate assets before accumulated depreciation
|
10,431,391
|
|
|
32,144,426
|
|
||
Accumulated depreciation
|
(1,332,596
|
)
|
|
(5,208,176
|
)
|
||
Net real estate assets
|
9,098,795
|
|
|
26,936,250
|
|
||
Other assets
|
578,262
|
|
|
1,450,090
|
|
||
Total assets from discontinued operations
|
9,972,795
|
|
|
32,580,427
|
|
||
Accounts payable and accrued expenses
|
141,160
|
|
|
1,531,462
|
|
||
Total liabilities from discontinued operations
|
141,160
|
|
|
1,531,462
|
|
||
Net assets of discontinued operations
|
$
|
9,831,635
|
|
|
$
|
31,048,965
|
|
|
For three months ended June 30,
|
|
For six months ended June 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Rental revenues
|
$
|
350,913
|
|
|
$
|
1,569,027
|
|
|
$
|
698,056
|
|
|
$
|
3,126,660
|
|
Expenses
|
184,026
|
|
|
1,317,426
|
|
|
373,677
|
|
|
2,639,911
|
|
||||
Income from continuing operations of the discontinued operations
|
166,887
|
|
|
251,601
|
|
|
324,379
|
|
|
486,749
|
|
||||
Gain on sale of discontinued operations
|
—
|
|
|
—
|
|
|
1,775,527
|
|
|
—
|
|
||||
Net income from discontinued operations
|
$
|
166,887
|
|
|
$
|
251,601
|
|
|
$
|
2,099,906
|
|
|
$
|
486,749
|
|
Description of the Tender Option Bond Financings
|
|
Outstanding Debt Financing at June 30, 2013
|
|
Stated Maturity
|
||
|
|
|
|
|
||
PHC Trust Certificates
|
|
$
|
48,995,000
|
|
|
June 2014
|
Autumn Pines
|
|
9,850,000
|
|
|
July 2014
|
|
MBS - Trust 1
|
|
2,585,000
|
|
|
October 2013
|
|
MBS - Trust 2
|
|
4,090,000
|
|
|
October 2013
|
|
MBS - Trust 3
|
|
3,405,000
|
|
|
October 2013
|
|
MBS - Trust 4
|
|
5,960,000
|
|
|
October 2013
|
|
MBS - Trust 5
|
|
10,545,000
|
|
|
October 2013
|
|
Greens of Pine Glen
|
|
5,730,000
|
|
|
December 2013
|
|
Arbors of Hickory Ridge
|
|
7,000,000
|
|
|
February 2014
|
|
MBS - Trust 6
|
|
7,825,000
|
|
|
February 2014
|
|
Avistar Properties
|
|
20,000,000
|
|
|
June 2014
|
|
Total TOB Debt Financing
|
|
$
|
125,985,000
|
|
|
|
|
|
|
|
|
||
Description of the Tender Option Bond Financings
|
|
Outstanding Debt Financing at December 31, 2012
|
|
Stated Maturity
|
||
|
|
|
|
|
||
PHC Trust Certificates
|
|
$
|
48,995,000
|
|
|
July 2013
|
Autumn Pines
|
|
9,850,000
|
|
|
July 2013
|
|
MBS - Trust 1
|
|
2,585,000
|
|
|
October 2013
|
|
MBS - Trust 2
|
|
4,090,000
|
|
|
October 2013
|
|
MBS - Trust 3
|
|
3,890,000
|
|
|
October 2013
|
|
MBS - Trust 4
|
|
5,960,000
|
|
|
October 2013
|
|
MBS - Trust 5
|
|
8,590,000
|
|
|
October 2013
|
|
Total TOB Debt Financing
|
|
$
|
83,960,000
|
|
|
|
•
|
During fourth quarter of 2012, the Company purchased approximately
$6.5 million
of LIFERS from securitized MBS TOB Trusts with a par value of approximately
$31.6 million
of MBS. The MBS TOB Trusts also issued SPEARS of approximately
$24.7 million
to unaffiliated investors which is the outstanding amount at
June 30, 2013
.
|
•
|
In January 2013, the Company purchased an additional
$540,000
of LIFERS from one of the five MBS TOB Trusts which is a securitization of MBS with a par value of
$2.5 million
. SPEARS of approximately
$2.0 million
were issued by the MBS TOB Trust which increased the Company's outstanding borrowings.
|
•
|
In April 2013, the Company purchased approximately
$2.2 million
of LIFERS issued by a new TOB Trust which is the securitization of MBS with a par value of approximately
$10.1 million
. The MBS TOB Trusts issued SPEARS of approximately
$7.8 million
to unaffiliated investors which is the outstanding amount at June 30, 2013. This facility matures in February 2014. On the date of closing the total fixed TOB trust fee was approximately
.9%
per annum and the rate paid on the TOB trust on the SPEARS was approximately
.3%
per annum which is a variable rate tied to SIFMA. This results in the total cost of borrowing of approximately
1.2%
.
|
Description of Tax-Exempt
|
|
Outstanding Bond Par Amounts
|
|
|
||||||
Mortgage Revenue Bonds
|
|
June 30, 2013
|
|
December 31, 2012
|
|
Financial Statement Presentation
|
||||
Ashley Square
|
|
$
|
5,236,000
|
|
|
$
|
5,260,000
|
|
|
Tax-exempt mortgage revenue bond
|
Bella Vista
|
|
6,545,000
|
|
|
6,600,000
|
|
|
Tax-exempt mortgage revenue bond
|
||
Bent Tree
|
|
7,578,000
|
|
|
7,614,000
|
|
|
Consolidated VIE
|
||
Bridle Ridge
|
|
7,740,000
|
|
|
7,765,000
|
|
|
Tax-exempt mortgage revenue bond
|
||
Brookstone
|
|
9,378,235
|
|
|
9,416,794
|
|
|
Tax-exempt mortgage revenue bond
|
||
Cross Creek
|
|
8,533,711
|
|
|
8,568,409
|
|
|
Tax-exempt mortgage revenue bond
|
||
Fairmont Oaks
|
|
7,397,000
|
|
|
7,439,000
|
|
|
Consolidated VIE
|
||
Lake Forest
|
|
9,051,000
|
|
|
9,105,000
|
|
|
Consolidated VIE
|
||
Runnymede
|
|
10,565,000
|
|
|
10,605,000
|
|
|
Tax-exempt mortgage revenue bond
|
||
Southpark
|
|
13,900,000
|
|
|
13,900,000
|
|
|
Tax-exempt mortgage revenue bond
|
||
Woodlynn Village
|
|
4,443,000
|
|
|
4,460,000
|
|
|
Tax-exempt mortgage revenue bond
|
||
Ohio Series A Bond
(1)
|
|
14,540,000
|
|
|
14,582,000
|
|
|
Consolidated MF Property
|
||
Villages at Lost Creek
|
|
18,090,000
|
|
|
18,315,000
|
|
|
Tax-exempt mortgage revenue bond
|
||
Total
|
|
$
|
122,996,946
|
|
|
$
|
124,648,502
|
|
|
|
2013
|
|
$
|
32,748,000
|
|
2014
|
|
100,803,000
|
|
|
2015
|
|
1,139,000
|
|
|
2016
|
|
1,192,000
|
|
|
2017
|
|
89,565,000
|
|
|
Thereafter
|
|
—
|
|
|
Total
|
|
$
|
225,447,000
|
|
2013
|
|
$
|
87,579
|
|
2014
|
|
30,825,178
|
|
|
2015
|
|
6,315,636
|
|
|
2016
|
|
7,280,091
|
|
|
2017
|
|
1,977,979
|
|
|
Thereafter
|
|
—
|
|
|
Total
|
|
$
|
46,486,463
|
|
Date Purchased
|
|
Notional Amount
|
|
Effective Capped Rate
|
|
Maturity Date
|
|
Purchase 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 June 30, 2013
|
||||||||||||||
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
|
|
$
|
199,115,593
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
199,115,593
|
|
Public Housing Capital Fund Trust Certificates
|
|
62,759,268
|
|
|
—
|
|
|
—
|
|
|
62,759,268
|
|
||||
MBS Investments
|
|
41,092,433
|
|
|
—
|
|
|
41,092,433
|
|
|
—
|
|
||||
Interest Rate Derivatives
|
|
514,975
|
|
|
—
|
|
|
—
|
|
|
514,975
|
|
||||
Total Assets at Fair Value
|
|
$
|
303,482,269
|
|
|
$
|
—
|
|
|
$
|
41,092,433
|
|
|
$
|
262,389,836
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
For Three Months Ended June 30, 2013
|
||||||||||||||
|
|
Fair Value Measurements Using Significant
|
||||||||||||||
|
|
Unobservable Inputs (Level 3)
|
||||||||||||||
|
|
Tax-exempt Mortgage Revenue Bonds
|
|
Public Housing Capital Fund Trust Certificates
|
|
Interest Rate Derivatives
|
|
Total
|
||||||||
Beginning Balance April 1, 2013
|
|
$
|
206,859,175
|
|
|
$
|
64,613,713
|
|
|
$
|
274,071
|
|
|
$
|
271,746,959
|
|
Total gains (losses) (realized/unrealized)
|
|
|
|
|
|
|
|
|
||||||||
Included in earnings
|
|
—
|
|
|
—
|
|
|
240,904
|
|
|
240,904
|
|
||||
Included in other comprehensive income (loss)
|
|
(3,484,499
|
)
|
|
(1,840,314
|
)
|
|
—
|
|
|
(5,324,813
|
)
|
||||
Purchases
|
|
23,810,000
|
|
|
—
|
|
|
—
|
|
|
23,810,000
|
|
||||
Tax-exempt mortgage revenue bond redemption
|
|
(16,052,849
|
)
|
|
—
|
|
|
—
|
|
|
(16,052,849
|
)
|
||||
Tax-exempt mortgage revenue bond foreclosure
|
|
(11,581,266
|
)
|
|
—
|
|
|
—
|
|
|
(11,581,266
|
)
|
||||
Settlements
|
|
(434,968
|
)
|
|
(14,131
|
)
|
|
—
|
|
|
(449,099
|
)
|
||||
Ending Balance June 30, 2013
|
|
$
|
199,115,593
|
|
|
$
|
62,759,268
|
|
|
$
|
514,975
|
|
|
$
|
262,389,836
|
|
Total amount of losses for the period included in earning attributable to the change in unrealized gains or losses relating to assets or liabilities still held as of June 30, 2013
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
240,904
|
|
|
$
|
240,904
|
|
|
|
For Six Months Ended June 30, 2013
|
||||||||||||||
|
|
Fair Value Measurements Using Significant
|
||||||||||||||
|
|
Unobservable Inputs (Level 3)
|
||||||||||||||
|
|
Tax-exempt Mortgage Revenue Bonds
|
|
Public Housing Capital Fund Trust Certificates
|
Interest Rate Derivatives
|
|
Total
|
|||||||||
Beginning Balance January 1, 2013
|
|
$
|
145,237,376
|
|
|
$
|
65,389,298
|
|
|
$
|
378,729
|
|
|
$
|
211,005,403
|
|
Total gains (losses) (realized/unrealized)
|
|
|
|
|
|
|
|
|
||||||||
Included in earnings
|
|
—
|
|
|
—
|
|
|
136,246
|
|
|
136,246
|
|
||||
Included in other comprehensive income (loss)
|
|
144,376
|
|
|
(2,601,770
|
)
|
|
—
|
|
|
(2,457,394
|
)
|
||||
Unelimination Ohio Properties' bonds
|
|
19,581,166
|
|
|
—
|
|
|
—
|
|
|
19,581,166
|
|
||||
Purchases
|
|
62,210,000
|
|
|
—
|
|
|
—
|
|
|
62,210,000
|
|
||||
Tax-exempt mortgage revenue bond redemption
|
|
(16,052,849
|
)
|
|
—
|
|
|
—
|
|
|
(16,052,849
|
)
|
||||
Tax-exempt mortgage revenue bond foreclosure
|
|
(11,581,266
|
)
|
|
—
|
|
|
—
|
|
|
(11,581,266
|
)
|
||||
Settlements
|
|
(423,210
|
)
|
|
(28,260
|
)
|
|
—
|
|
|
(451,470
|
)
|
||||
Ending Balance June 30, 2013
|
|
$
|
199,115,593
|
|
|
$
|
62,759,268
|
|
|
$
|
514,975
|
|
|
$
|
262,389,836
|
|
Total amount of losses for the period included in earning attributable to the change in unrealized gains or losses relating to assets or liabilities still held as of June 30, 2013
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
136,246
|
|
|
$
|
136,246
|
|
|
|
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 Three Months Ended June 30, 2012
|
||||||||||||
|
|
|
|
Fair Value Measurements Using Significant
|
||||||||||||
|
|
|
|
Unobservable Inputs (Level 3)
|
||||||||||||
|
|
|
|
Tax-exempt Mortgage Revenue Bonds
|
|
Interest Rate Derivatives
|
|
Total
|
||||||||
Beginning Balance April 1, 2012
|
|
|
|
$
|
138,576,178
|
|
|
$
|
993,930
|
|
|
$
|
139,570,108
|
|
||
Total gains (losses) (realized/unrealized)
|
|
|
|
|
|
|
|
|
||||||||
Included in earnings
|
|
|
|
—
|
|
|
(451,157
|
)
|
|
(451,157
|
)
|
|||||
Included in other comprehensive income (loss)
|
|
|
|
4,047,983
|
|
|
—
|
|
|
4,047,983
|
|
|||||
Purchases
|
|
|
|
10,164,815
|
|
|
—
|
|
|
10,164,815
|
|
|||||
Sale of tax-exempt mortgage revenue bonds
|
|
|
|
(15,625,000
|
)
|
|
—
|
|
|
(15,625,000
|
)
|
|||||
Settlements
|
|
|
|
(317,357
|
)
|
|
—
|
|
|
(317,357
|
)
|
|||||
Ending Balance June 30, 2012
|
|
|
|
$
|
136,846,619
|
|
|
$
|
542,773
|
|
|
$
|
137,389,392
|
|
||
Total amount of losses for the period included in earning attributable to the change in unrealized gains or losses relating to assets or liabilities still held as of June 30, 2012
|
|
|
$
|
—
|
|
|
$
|
(451,157
|
)
|
|
$
|
(451,157
|
)
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
For Six Months Ended June 30, 2012
|
||||||||||
|
|
|
|
Fair Value Measurements Using Significant
|
||||||||||
|
|
|
|
Unobservable Inputs (Level 3)
|
||||||||||
|
|
|
|
Tax-exempt Mortgage Revenue Bonds
|
|
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
|
|
|
|
—
|
|
|
(780,497
|
)
|
|
(780,497
|
)
|
|||
Included in other comprehensive income (loss)
|
|
|
|
6,889,571
|
|
|
—
|
|
|
6,889,571
|
|
|||
Purchases
|
|
|
|
10,164,815
|
|
|
—
|
|
|
10,164,815
|
|
|||
Sale of tax-exempt mortgage revenue bonds
|
|
|
|
(15,625,000
|
)
|
|
—
|
|
|
(15,625,000
|
)
|
|||
Settlements
|
|
|
|
(278,119
|
)
|
|
—
|
|
|
(278,119
|
)
|
|||
Ending Balance June 30, 2012
|
|
|
|
$
|
136,846,619
|
|
|
$
|
542,773
|
|
|
$
|
137,389,392
|
|
Total amount of losses for the period included in earning attributable to the change in unrealized gains or losses relating to assets or liabilities still held as of June 30, 2012
|
|
|
|
$
|
—
|
|
|
$
|
(780,497
|
)
|
|
$
|
(780,497
|
)
|
|
June 30, 2013
|
|
December 31, 2012
|
||||||||||||
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
|
|||||||||||||||
Financial Liabilities:
|
|
|
|
|
|
|
|
||||||||
Debt financing
|
$
|
225,447,000
|
|
|
$
|
226,205,610
|
|
|
$
|
177,948,000
|
|
|
$
|
179,103,291
|
|
Mortgages payable
|
$
|
46,486,463
|
|
|
$
|
47,527,557
|
|
|
$
|
39,119,517
|
|
|
$
|
40,203,943
|
|
|
|
For the Three Months Ended,
|
|
For the Six Months Ended,
|
||||||||||||
|
|
June 30, 2013
|
|
June 30, 2012
|
|
June 30, 2013
|
|
June 30, 2012
|
||||||||
Total revenues
|
|
|
|
|
|
|
|
|
||||||||
Tax-Exempt Bond Investments
|
|
$
|
10,327,518
|
|
|
$
|
3,380,596
|
|
|
$
|
18,771,045
|
|
|
$
|
6,173,018
|
|
MF Properties
|
|
2,731,740
|
|
|
1,656,204
|
|
|
5,251,479
|
|
|
3,421,695
|
|
||||
Public Housing Capital Fund Trust Certificates
|
|
814,884
|
|
|
—
|
|
|
1,630,313
|
|
|
—
|
|
||||
Mortgage-Backed Securities
|
|
422,811
|
|
|
—
|
|
|
753,165
|
|
|
—
|
|
||||
Consolidated VIEs
|
|
1,220,306
|
|
|
1,199,745
|
|
|
2,433,375
|
|
|
2,394,654
|
|
||||
Consolidation/eliminations
|
|
(376,676
|
)
|
|
(380,702
|
)
|
|
(754,385
|
)
|
|
(762,375
|
)
|
||||
Total revenues
|
|
$
|
15,140,583
|
|
|
$
|
5,855,843
|
|
|
$
|
28,084,992
|
|
|
$
|
11,226,992
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
|
|
|
|
|
|
|
||||||||
Tax-Exempt Bond Investments
|
|
$
|
460,827
|
|
|
$
|
1,057,794
|
|
|
$
|
1,119,324
|
|
|
$
|
1,965,314
|
|
MF Properties
|
|
520,784
|
|
|
439,176
|
|
|
1,023,789
|
|
|
800,472
|
|
||||
Public Housing Capital Fund Trust Certificates
|
|
321,733
|
|
|
—
|
|
|
599,593
|
|
|
—
|
|
||||
Mortgage-Backed Securities
|
|
123,005
|
|
|
—
|
|
|
219,916
|
|
|
—
|
|
||||
Consolidated VIEs
|
|
825,466
|
|
|
803,693
|
|
|
1,644,629
|
|
|
1,602,835
|
|
||||
Consolidation/eliminations
|
|
(825,466
|
)
|
|
(803,693
|
)
|
|
(1,644,629
|
)
|
|
(1,602,835
|
)
|
||||
Total interest expense
|
|
$
|
1,426,349
|
|
|
$
|
1,496,970
|
|
|
$
|
2,962,622
|
|
|
$
|
2,765,786
|
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation expense
|
|
|
|
|
|
|
|
|
||||||||
Tax-Exempt Bond Investments
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
MF Properties
|
|
912,411
|
|
|
622,456
|
|
|
1,761,731
|
|
|
1,154,990
|
|
||||
Public Housing Capital Fund Trust Certificates
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Mortgage-Backed Securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Consolidated VIEs
|
|
348,146
|
|
|
349,169
|
|
|
693,454
|
|
|
696,641
|
|
||||
Consolidation/eliminations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total depreciation expense
|
|
$
|
1,260,557
|
|
|
$
|
971,625
|
|
|
$
|
2,455,185
|
|
|
$
|
1,851,631
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
|
|
|
|
|
|
|
|
||||||||
Tax-Exempt Bond Investments
|
|
$
|
3,844,988
|
|
|
$
|
896,430
|
|
|
$
|
10,266,400
|
|
|
$
|
1,749,432
|
|
MF Properties
|
|
(362,197
|
)
|
|
(460,756
|
)
|
|
(726,691
|
)
|
|
(539,463
|
)
|
||||
Public Housing Capital Fund Trust Certificates
|
|
485,956
|
|
|
—
|
|
|
1,016,414
|
|
|
—
|
|
||||
Mortgage-Backed Securities
|
|
272,511
|
|
|
—
|
|
|
487,152
|
|
|
—
|
|
||||
Consolidated VIEs
|
|
(761,719
|
)
|
|
(692,904
|
)
|
|
(1,454,951
|
)
|
|
(1,361,164
|
)
|
||||
Consolidation/eliminations
|
|
459,580
|
|
|
433,895
|
|
|
911,853
|
|
|
862,296
|
|
||||
Income from continuing operations
|
|
$
|
3,939,119
|
|
|
$
|
176,665
|
|
|
$
|
10,500,177
|
|
|
$
|
711,101
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
|
|
|
|
|
|
|
|
||||||||
Tax-Exempt Bond Investments
|
|
$
|
3,844,988
|
|
|
$
|
896,430
|
|
|
$
|
10,266,400
|
|
|
$
|
1,749,432
|
|
MF Properties
|
|
(346,156
|
)
|
|
(331,373
|
)
|
|
1,049,718
|
|
|
(314,084
|
)
|
||||
Public Housing Capital Fund Trust Certificates
|
|
485,956
|
|
|
—
|
|
|
1,016,414
|
|
|
—
|
|
||||
Mortgage-Backed Securities
|
|
272,511
|
|
|
—
|
|
|
487,152
|
|
|
—
|
|
||||
Consolidated VIEs
|
|
(761,719
|
)
|
|
(692,904
|
)
|
|
(1,454,951
|
)
|
|
(1,361,164
|
)
|
||||
Consolidation/eliminations
|
|
459,580
|
|
|
433,895
|
|
|
911,853
|
|
|
862,296
|
|
||||
Net income - America First Tax Exempt Investors, L. P.
|
|
$
|
3,955,160
|
|
|
$
|
306,048
|
|
|
$
|
12,276,586
|
|
|
$
|
936,480
|
|
|
|
June 30, 2013
|
|
December 31, 2012
|
||||
Total assets
|
|
|
|
|
||||
Tax-Exempt Bond Investments
|
|
$
|
391,026,104
|
|
|
$
|
357,606,420
|
|
MF Properties
|
|
73,772,898
|
|
|
51,379,479
|
|
||
Public Housing Capital Fund Trusts
|
|
63,165,742
|
|
|
65,811,361
|
|
||
Mortgage-Backed Securities
|
|
41,722,870
|
|
|
32,488,363
|
|
||
Discontinued Operations
|
|
9,972,795
|
|
|
32,580,427
|
|
||
Consolidated VIEs
|
|
22,809,288
|
|
|
30,207,191
|
|
||
Consolidation/eliminations
|
|
(136,341,449
|
)
|
|
(156,922,486
|
)
|
||
Total assets
|
|
$
|
466,128,248
|
|
|
$
|
413,150,755
|
|
|
|
|
|
|
||||
Total partners' capital
|
|
|
|
|
||||
Tax-Exempt Bond Investments
|
|
$
|
217,789,731
|
|
|
$
|
221,665,286
|
|
MF Properties
|
|
23,607,941
|
|
|
6,643,315
|
|
||
Public Housing Capital Fund Trusts
|
|
14,058,064
|
|
|
16,720,915
|
|
||
Mortgage-Backed Securities
|
|
7,150,074
|
|
|
7,334,399
|
|
||
Consolidated VIEs
|
|
(29,232,300
|
)
|
|
(22,480,214
|
)
|
||
Consolidation/eliminations
|
|
(51,092,095
|
)
|
|
(47,966,509
|
)
|
||
Total partners' capital
|
|
$
|
182,281,415
|
|
|
$
|
181,917,192
|
|
•
|
ATAX TEBS I, LLC, a special purpose entity owned and controlled by the Partnership, created to hold tax-exempt mortgage revenue bonds in order to facilitate the Tax Exempt Bond Securitization (“TEBS”) Financing with Freddie Mac (see Note 10).
|
•
|
Nine multifamily apartments ("MF Properties") are majority owned by two limited partnerships in which a subsidiary of the Partnership holds a 99% limited partner interest in three and four limited liability companies of which a subsidiary of the Partnership owns a 100% member interest.
|
•
|
One apartment property, the Greens of Pine Glen ("Greens Property") which is reported as a discontinued operation (see Note 9)
|
•
|
In the second quarter of 2013, the Company recognized approximately $1.9 million of net income - America First Tax Exempt Investors, LP related to the redemption of the Iona Lakes tax-exempt mortgage revenue bond
|
•
|
In the six months ended June 30, 2013, the Company also recognized approximately $1.35 million of taxable interest and other income related to the recognition of the sale of the Ohio Properties.
|
|
|
Weighted Average Lives (Years)
|
|
Investment Rating
|
|
Weighted Average Interest Rate over Life
|
|
Principal Outstanding June 30, 2013
|
|||
Public Housing Capital Fund Trust Certificate I
|
|
12.75
|
|
AA-
|
|
5.330
|
%
|
|
$
|
26,406,558
|
|
Public Housing Capital Fund Trust Certificate II
|
|
12.3
|
|
AA-
|
|
4.240
|
%
|
|
17,959,713
|
|
|
Public Housing Capital Fund Trust Certificate III
|
|
13.3
|
|
BBB
|
|
5.410
|
%
|
|
20,898,432
|
|
|
Total Public Housing Capital Fund Trust Certificates
|
|
|
|
|
|
|
|
$
|
65,264,703
|
|
Agency Rating of Mortgage-Backed Securities
|
|
Principal Outstanding June 30, 2013
|
|
Weighted Average Maturity Date
|
|
Weighted Average Coupon Interest Rate
|
|||
"AAA"
|
|
$
|
22,710,000
|
|
|
1/14/2036
|
|
4.220
|
%
|
"AA"
|
|
20,815,000
|
|
|
1/18/2036
|
|
4.000
|
%
|
|
|
|
$
|
43,525,000
|
|
|
|
|
|
|
|
|
|
Number of Units
|
|
Number of Units Occupied
|
|
Percentage of Occupied Units as of June 30,
|
|
Economic Occupancy
(1)
for the period ended June 30,
|
||||||||||
|
|
|
|
|
|
|
||||||||||||||
Property Name
|
|
Location
|
|
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Non-Consolidated Properties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Arbors of Hickory Ridge
(3)
|
|
Memphis, TN
|
|
348
|
|
|
327
|
|
|
94
|
%
|
|
92
|
%
|
|
87
|
%
|
|
91
|
%
|
Ashley Square Apartments
|
|
Des Moines, IA
|
|
144
|
|
|
138
|
|
|
96
|
%
|
|
98
|
%
|
|
96
|
%
|
|
96
|
%
|
Autumn Pines
|
|
Humble, TX
|
|
250
|
|
|
229
|
|
|
92
|
%
|
|
94
|
%
|
|
89
|
%
|
|
89
|
%
|
Avistar at Chase Hill
(3)
|
|
San Antonio, TX
|
|
232
|
|
|
200
|
|
|
86
|
%
|
|
n/a
|
|
|
76
|
%
|
|
n/a
|
|
Avistar at the Crest
(3)
|
|
San Antonio, TX
|
|
200
|
|
|
159
|
|
|
80
|
%
|
|
n/a
|
|
|
57
|
%
|
|
n/a
|
|
Avistar on the Boulevard
(3)
|
|
San Antonio, TX
|
|
344
|
|
|
279
|
|
|
81
|
%
|
|
n/a
|
|
|
72
|
%
|
|
n/a
|
|
Bella Vista Apartments
|
|
Gainesville, TX
|
|
144
|
|
|
123
|
|
|
85
|
%
|
|
96
|
%
|
|
82
|
%
|
|
88
|
%
|
Bridle Ridge Apartments
|
|
Greer, SC
|
|
152
|
|
|
146
|
|
|
96
|
%
|
|
95
|
%
|
|
88
|
%
|
|
94
|
%
|
Brookstone Apartments
|
|
Waukegan, IL
|
|
168
|
|
|
160
|
|
|
95
|
%
|
|
96
|
%
|
|
86
|
%
|
|
90
|
%
|
Cross Creek Apartments
|
|
Beaufort, SC
|
|
144
|
|
|
125
|
|
|
87
|
%
|
|
90
|
%
|
|
79
|
%
|
|
79
|
%
|
Ohio Properties
(4)
|
|
Ohio
|
|
362
|
|
|
335
|
|
|
93
|
%
|
|
95
|
%
|
|
93
|
%
|
|
93
|
%
|
Runnymede Apartments
|
|
Austin, TX
|
|
252
|
|
|
248
|
|
|
98
|
%
|
|
94
|
%
|
|
93
|
%
|
|
91
|
%
|
South Park Ranch Apartments
|
|
Austin, TX
|
|
192
|
|
|
191
|
|
|
99
|
%
|
|
99
|
%
|
|
90
|
%
|
|
95
|
%
|
Villages at Lost Creek
|
|
San Antonio, TX
|
|
261
|
|
|
254
|
|
|
97
|
%
|
|
97
|
%
|
|
85
|
%
|
|
88
|
%
|
Woodlynn Village
|
|
Maplewood, MN
|
|
59
|
|
|
58
|
|
|
98
|
%
|
|
98
|
%
|
|
98
|
%
|
|
99
|
%
|
|
|
|
|
3,252
|
|
|
2,972
|
|
|
91
|
%
|
|
81
|
%
|
|
85
|
%
|
|
91
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Consolidated VIEs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Bent Tree Apartments
|
|
Columbia, SC
|
|
232
|
|
|
210
|
|
|
91
|
%
|
|
91
|
%
|
|
80
|
%
|
|
82
|
%
|
Fairmont Oaks Apartments
|
|
Gainesville, FL
|
|
178
|
|
|
159
|
|
|
89
|
%
|
|
87
|
%
|
|
78
|
%
|
|
79
|
%
|
Lake Forest Apartments
|
|
Daytona Beach, FL
|
|
240
|
|
|
217
|
|
|
90
|
%
|
|
84
|
%
|
|
80
|
%
|
|
77
|
%
|
|
|
|
|
650
|
|
|
586
|
|
|
90
|
%
|
|
87
|
%
|
|
80
|
%
|
|
79
|
%
|
|
|
|
|
|
|
|
|
|
||||||||||||
MF Properties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Arboretum
|
|
Omaha, NE
|
|
145
|
|
|
144
|
|
|
99
|
%
|
|
71
|
%
|
|
87
|
%
|
|
71
|
%
|
Eagle Village
|
|
Evansfille, IN
|
|
511
|
|
|
203
|
|
|
40
|
%
|
|
45
|
%
|
|
74
|
%
|
|
73
|
%
|
Glynn Place
|
|
Brunswick, GA
|
|
128
|
|
|
114
|
|
|
89
|
%
|
|
81
|
%
|
|
72
|
%
|
|
66
|
%
|
Maples on 97th
(3)
|
|
Omaha, NE
|
|
258
|
|
|
232
|
|
|
90
|
%
|
|
n/a
|
|
|
79
|
%
|
|
n/a
|
|
Meadowview
|
|
Highland Heights, KY
|
|
118
|
|
|
91
|
|
|
77
|
%
|
|
94
|
%
|
|
87
|
%
|
|
89
|
%
|
Residences at DeCordova
(6)
|
|
Granbury, TX
|
|
110
|
|
|
105
|
|
|
95
|
%
|
|
100
|
%
|
|
82
|
%
|
|
87
|
%
|
Residences at Weatherford
(2)
|
|
Weatherford, TX
|
|
76
|
|
|
72
|
|
|
95
|
%
|
|
n/a
|
|
|
85
|
%
|
|
n/a
|
|
Woodland Park
(5)
|
|
Topeka, KS
|
|
236
|
|
|
214
|
|
|
91
|
%
|
|
86
|
%
|
|
93
|
%
|
|
83
|
%
|
|
|
|
|
1,582
|
|
|
1,175
|
|
|
74
|
%
|
|
65
|
%
|
|
81
|
%
|
|
76
|
%
|
(1)
|
Economic occupancy is presented for the first six months of 2013 and 2012, and is defined as the net rental income received divided by the maximum amount of rental income to be derived from each property. This statistic is reflective of rental concessions, delinquent rents and non-revenue units such as model units and employee units. Actual occupancy is a point in time measure while economic occupancy is a measurement over the period presented, therefore, economic occupancy for a period may exceed the actual occupancy at any point in time.
|
(2)
|
This property finished construction during the first quarter of 2012; was in the lease-up stage during 2012 and therefore occupancy data was not provided until property reached stabilization.
|
(3)
|
Previous period occupancy numbers are not available as these are new investments.
|
(4)
|
The Partnership holds approximately $18.2 million of tax-exempt mortgage revenue bonds secured by Crescent Village, Willow Bend and and Postwoods (Ohio Properties). Crescent Village is located in Cincinnati, Ohio, Willow Bend is located in Columbus (Hilliard), Ohio and Postwoods is located in Reynoldsburg, Ohio.
|
|
|
For Three Months Ended June 30, 2013
|
|
For Three Months Ended June 30, 2012
|
|
Dollar Change
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Property revenues
|
|
$
|
3,952,046
|
|
|
$
|
2,855,949
|
|
|
$
|
1,096,097
|
|
Investment income
|
|
4,595,197
|
|
|
2,288,646
|
|
|
2,306,551
|
|
|||
Contingent tax-exempt interest income
|
|
6,497,160
|
|
|
—
|
|
|
6,497,160
|
|
|||
Other interest income
|
|
96,180
|
|
|
43,427
|
|
|
52,753
|
|
|||
Gain on sale of bond
|
|
—
|
|
|
667,821
|
|
|
(667,821
|
)
|
|||
Total revenues
|
|
15,140,583
|
|
|
5,855,843
|
|
|
9,284,740
|
|
|||
|
|
|
|
|
|
|
||||||
Expenses:
|
|
|
|
|
|
|
||||||
Real estate operating (exclusive of items shown below)
|
|
2,315,325
|
|
|
1,745,052
|
|
|
570,273
|
|
|||
Realized loss on taxable property loan
|
|
4,557,741
|
|
|
—
|
|
|
4,557,741
|
|
|||
Provision for loan loss
|
|
96,000
|
|
|
—
|
|
|
96,000
|
|
|||
Provision for loss on receivables
|
|
3,523
|
|
|
238,175
|
|
|
(234,652
|
)
|
|||
Depreciation and amortization
|
|
1,661,082
|
|
|
1,150,615
|
|
|
510,467
|
|
|||
Interest
|
|
1,426,349
|
|
|
1,496,970
|
|
|
(70,621
|
)
|
|||
General and administrative
|
|
1,141,444
|
|
|
1,048,366
|
|
|
93,078
|
|
|||
Total Expenses
|
|
11,201,464
|
|
|
5,679,178
|
|
|
5,522,286
|
|
|||
Net income
|
|
3,939,119
|
|
|
176,665
|
|
|
3,762,454
|
|
|||
Income from discontinued operations
|
|
166,887
|
|
|
251,601
|
|
|
(84,714
|
)
|
|||
Net income
|
|
4,106,006
|
|
|
428,266
|
|
|
3,677,740
|
|
|||
Net income attributable to noncontrolling interest
|
|
150,846
|
|
|
122,218
|
|
|
28,628
|
|
|||
Net income - America First Tax Exempt Investors, L.P.
|
|
$
|
3,955,160
|
|
|
$
|
306,048
|
|
|
$
|
3,649,112
|
|
|
|
|
|
|
|
|
||||||
|
|
For Six Months Ended June 30, 2013
|
|
For Six Months Ended June 30, 2012
|
|
Dollar Change
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Property revenues
|
|
$
|
7,684,853
|
|
|
$
|
5,816,349
|
|
|
$
|
1,868,504
|
|
Investment income
|
|
12,311,814
|
|
|
4,660,050
|
|
|
7,651,764
|
|
|||
Contingent tax-exempt interest income
|
|
6,497,160
|
|
|
—
|
|
|
6,497,160
|
|
|||
Other interest income
|
|
1,341,165
|
|
|
82,772
|
|
|
1,258,393
|
|
|||
Gain on sale of bonds
|
|
—
|
|
|
667,821
|
|
|
(667,821
|
)
|
|||
Other income
|
|
250,000
|
|
|
—
|
|
|
250,000
|
|
|||
Total revenues
|
|
28,084,992
|
|
|
11,226,992
|
|
|
16,858,000
|
|
|||
|
|
|
|
|
|
|
||||||
Expenses:
|
|
|
|
|
|
|
||||||
Real estate operating (exclusive of items shown below)
|
|
4,372,361
|
|
|
3,360,428
|
|
|
1,011,933
|
|
|||
Realized loss on taxable property loan
|
|
4,557,741
|
|
|
—
|
|
|
4,557,741
|
|
|||
Provision for loan loss
|
|
96,000
|
|
|
—
|
|
|
96,000
|
|
|||
Provision for loss on receivables
|
|
241,698
|
|
|
476,350
|
|
|
(234,652
|
)
|
|||
Depreciation and amortization
|
|
3,242,458
|
|
|
2,214,382
|
|
|
1,028,076
|
|
|||
Interest
|
|
2,962,622
|
|
|
2,765,786
|
|
|
196,836
|
|
|||
General and administrative
|
|
2,111,935
|
|
|
1,698,945
|
|
|
412,990
|
|
|||
Total expenses
|
|
17,584,815
|
|
|
10,515,891
|
|
|
7,068,924
|
|
|||
Income from continuing operations
|
|
10,500,177
|
|
|
711,101
|
|
|
9,789,076
|
|
|||
Income from discontinued operations (including gain on sale of MF Properties of $1,775,527 in the first quarter of 2013)
|
|
2,099,906
|
|
|
486,749
|
|
|
1,613,157
|
|
|||
Net income
|
|
12,600,083
|
|
|
1,197,850
|
|
|
11,402,233
|
|
|||
Net income attributable to noncontrolling interest
|
|
323,497
|
|
|
261,370
|
|
|
62,127
|
|
|||
Net income - America First Tax Exempt Investors, L. P.
|
|
$
|
12,276,586
|
|
|
$
|
936,480
|
|
|
$
|
11,340,106
|
|
|
|
For Three Months Ended June 30, 2013
|
|
For Three Months Ended June 30, 2012
|
|
Dollar Change
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Property revenues
|
|
$
|
2,731,740
|
|
|
$
|
1,656,204
|
|
|
$
|
1,075,536
|
|
Investment income
|
|
4,971,873
|
|
|
2,669,348
|
|
|
2,302,525
|
|
|||
Contingent tax-exempt interest income
|
|
6,497,160
|
|
|
—
|
|
|
6,497,160
|
|
|||
Other interest income
|
|
96,180
|
|
|
43,427
|
|
|
52,753
|
|
|||
Gain on sale of bonds
|
|
—
|
|
|
667,821
|
|
|
(667,821
|
)
|
|||
Total revenues
|
|
14,296,953
|
|
|
5,036,800
|
|
|
9,260,153
|
|
|||
Expenses:
|
|
|
|
|
|
—
|
|
|||||
Real estate operating (exclusive of items shown below)
|
|
1,515,316
|
|
|
1,013,757
|
|
|
501,559
|
|
|||
Realized loss on taxable property loan
|
|
4,557,741
|
|
|
—
|
|
|
4,557,741
|
|
|||
Provision for loan loss
|
|
96,000
|
|
|
—
|
|
|
96,000
|
|
|||
Provision for loss on receivables
|
|
3,523
|
|
|
238,175
|
|
|
(234,652
|
)
|
|||
Depreciation and amortization
|
|
1,315,322
|
|
|
803,858
|
|
|
511,464
|
|
|||
Interest
|
|
1,426,349
|
|
|
1,496,970
|
|
|
(70,621
|
)
|
|||
General and administrative
|
|
1,141,444
|
|
|
1,048,366
|
|
|
93,078
|
|
|||
Total expenses
|
|
10,055,695
|
|
|
4,601,126
|
|
|
5,454,569
|
|
|||
Net income (loss)
|
|
4,241,258
|
|
|
435,674
|
|
|
3,805,584
|
|
|||
Income from discontinued operations
|
|
166,887
|
|
|
251,601
|
|
|
(84,714
|
)
|
|||
Net income
|
|
4,408,145
|
|
|
687,275
|
|
|
3,720,870
|
|
|||
Net income attributable to noncontrolling interest
|
|
150,846
|
|
|
122,218
|
|
|
28,628
|
|
|||
Net income (loss) - America First Tax Exempt Investors, L.P.
|
|
$
|
4,257,299
|
|
|
$
|
565,057
|
|
|
$
|
3,692,242
|
|
|
|
|
|
|
|
|
||||||
|
|
For Six Months Ended June 30, 2013
|
|
For Six Months Ended June 30, 2012
|
|
Dollar Change
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Property revenues
|
|
$
|
5,251,478
|
|
|
$
|
3,421,695
|
|
|
$
|
1,829,783
|
|
Investment income
|
|
13,066,199
|
|
|
5,422,425
|
|
|
7,643,774
|
|
|||
Contingent tax-exempt interest income
|
|
6,497,160
|
|
|
—
|
|
|
6,497,160
|
|
|||
Other interest income
|
|
1,341,165
|
|
|
82,772
|
|
|
1,258,393
|
|
|||
Gain on sale of bonds
|
|
—
|
|
|
667,821
|
|
|
(667,821
|
)
|
|||
Other income
|
|
250,000
|
|
|
—
|
|
|
250,000
|
|
|||
Total revenues
|
|
26,406,002
|
|
|
9,594,713
|
|
|
16,811,289
|
|
|||
Expenses:
|
|
|
|
|
|
—
|
|
|||||
Real estate operating (exclusive of items shown below)
|
|
2,838,950
|
|
|
1,921,092
|
|
|
917,858
|
|
|||
Realized loss on taxable property loan
|
|
4,557,741
|
|
|
—
|
|
|
4,557,741
|
|
|||
Provision for loan loss
|
|
96,000
|
|
|
—
|
|
|
96,000
|
|
|||
Provision for loss on receivables
|
|
241,698
|
|
|
476,350
|
|
|
(234,652
|
)
|
|||
Depreciation and amortization
|
|
2,553,781
|
|
|
1,522,571
|
|
|
1,031,210
|
|
|||
Interest
|
|
2,962,622
|
|
|
2,765,786
|
|
|
196,836
|
|
|||
General and administrative
|
|
2,111,935
|
|
|
1,698,945
|
|
|
412,990
|
|
|||
Total expenses
|
|
15,362,727
|
|
|
8,384,744
|
|
|
6,977,983
|
|
|||
Net income
|
|
11,043,275
|
|
|
1,209,969
|
|
|
9,833,306
|
|
|||
Income from discontinued operations (including gain on sale of MF Properties of $1,775,527 in the first quarter of 2013)
|
|
2,099,906
|
|
|
486,749
|
|
|
1,613,157
|
|
|||
Net income
|
|
13,143,181
|
|
|
1,696,718
|
|
|
11,446,463
|
|
|||
Net income attributable to noncontrolling interest
|
|
323,497
|
|
|
261,370
|
|
|
62,127
|
|
|||
Net income - America First Tax Exempt Investors, L.P.
|
|
$
|
12,819,684
|
|
|
$
|
1,435,348
|
|
|
$
|
11,384,336
|
|
|
|
For Three Months Ended June 30, 2013
|
|
For Three Months Ended June 30, 2012
|
|
For Six Months Ended June 30, 2013
|
|
For Six Months Ended June 30, 2012
|
||||||||
Net income - America First Tax Exempt Investors L.P.
|
|
$
|
3,955,160
|
|
|
$
|
306,048
|
|
|
$
|
12,276,586
|
|
|
$
|
936,480
|
|
Net loss related to VIEs and eliminations due to consolidation
|
|
302,139
|
|
|
259,009
|
|
|
543,098
|
|
|
498,867
|
|
||||
Net income before impact of VIE consolidation
|
|
$
|
4,257,299
|
|
|
$
|
565,057
|
|
|
$
|
12,819,684
|
|
|
$
|
1,435,347
|
|
Change in fair value of derivatives and interest rate derivative amortization
|
|
(240,904
|
)
|
|
451,157
|
|
|
(136,246
|
)
|
|
780,497
|
|
||||
Depreciation and amortization expense (Partnership only)
|
|
1,315,322
|
|
|
803,857
|
|
|
2,553,781
|
|
|
1,522,571
|
|
||||
Provision for loan loss
|
|
96,000
|
|
|
—
|
|
|
96,000
|
|
|
—
|
|
||||
Provision for loss on receivables
|
|
3,523
|
|
|
238,175
|
|
|
241,698
|
|
|
476,350
|
|
||||
Deposit liability gain - sale of the Ohio Properties
(1)
|
|
—
|
|
|
—
|
|
|
(1,775,527
|
)
|
|
—
|
|
||||
Tier 2 Income distributable to the General Partner
(1)
|
|
(484,855
|
)
|
|
(166,955
|
)
|
|
(484,855
|
)
|
|
(166,955
|
)
|
||||
Developer income
(2)
|
|
396,000
|
|
|
—
|
|
|
396,000
|
|
|
—
|
|
||||
Depreciation and amortization related to discontinued operations
|
|
4,223
|
|
|
151,518
|
|
|
8,453
|
|
|
357,218
|
|
||||
Bond purchase discount accretion (net of cash received)
|
|
178,721
|
|
|
139,026
|
|
|
131,446
|
|
|
63,120
|
|
||||
Greens Property deferred interest
|
|
166,268
|
|
|
—
|
|
|
332,794
|
|
|
—
|
|
||||
Ohio Properties deferred interest and reversal of deferral
|
|
—
|
|
|
345,987
|
|
|
(3,517,258
|
)
|
|
692,392
|
|
||||
CAD
|
|
$
|
5,691,597
|
|
|
$
|
2,527,822
|
|
|
$
|
10,665,970
|
|
|
$
|
5,160,540
|
|
Weighted average number of units outstanding,
|
|
|
|
|
|
|
|
|
||||||||
basic and diluted
|
|
42,772,928
|
|
|
33,682,818
|
|
|
42,772,928
|
|
|
31,912,707
|
|
||||
Net income, basic and diluted, per unit
|
|
$
|
0.09
|
|
|
$
|
0.01
|
|
|
$
|
0.28
|
|
|
$
|
0.04
|
|
Total CAD per unit
|
|
$
|
0.13
|
|
|
$
|
0.08
|
|
|
$
|
0.25
|
|
|
$
|
0.16
|
|
Distributions per unit
|
|
$
|
0.1250
|
|
|
$
|
0.1250
|
|
|
$
|
0.250
|
|
|
$
|
0.250
|
|
|
Payments due by period
|
||||||||||||||||||
|
|
|
Less than
|
|
1-3
|
|
3-5
|
|
More than 5
|
||||||||||
|
Total
|
|
1 year
|
|
years
|
|
years
|
|
years
|
||||||||||
Debt financing
|
$
|
225,447,000
|
|
|
$
|
123,227,000
|
|
|
$
|
12,140,000
|
|
|
$
|
90,080,000
|
|
|
$
|
—
|
|
Mortgages payable
|
$
|
46,486,463
|
|
|
$
|
30,825,178
|
|
|
$
|
13,683,306
|
|
|
$
|
1,977,979
|
|
|
$
|
—
|
|
Effective interest rate(s)
(1)
|
|
|
2.79
|
%
|
|
3.18
|
%
|
|
2.06
|
%
|
|
—
|
%
|
||||||
Interest
(2)
|
$
|
12,872,111
|
|
|
$
|
5,906,995
|
|
|
$
|
4,769,889
|
|
|
$
|
2,195,227
|
|
|
$
|
—
|
|
Bond purchase commitment
|
$
|
35,138,000
|
|
|
|
|
|
$
|
35,138,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Interest rates shown are the average effective rates as of
June 30, 2013
and include the impact of our interest rate derivatives.
|
(2)
|
Interest shown is estimated based upon current effective interest rates through maturity.
|
|
|
|
|
Effective
|
|
Maturity
|
|
Purchase
|
|
|
|||
Date Purchased
|
|
Notional Amount
|
|
Capped Rate
|
|
Date
|
|
Price
|
|
Counterparty
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
September 2, 2010
|
|
31,936,667
|
|
|
3
|
%
|
|
September 1, 2017
|
|
921,000
|
|
|
Bank of New York Mellon
|
|
|
|
|
|
|
|
|
|
|
|
|||
September 2, 2010
|
|
31,936,667
|
|
|
3
|
%
|
|
September 1, 2017
|
|
845,600
|
|
|
Barclays Bank PLC
|
|
|
|
|
|
|
|
|
|
|
|
|||
September 2, 2010
|
|
31,936,667
|
|
|
3
|
%
|
|
September 1, 2017
|
|
928,000
|
|
|
Royal Bank of Canada
|
*
|
Users of the XBRL-related information in Exhibit 101 of this Quarterly Report on Form 10-Q are advised, in accordance with Regulation S-T Rule 406T, that this Interactive Data File is deemed not filed or as a part of a registration statement for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is otherwise not subject to liability under these sections. The financial information contained in the XBRL-related documents is unaudited and unreviewed.
|
Date: August 9, 2013
|
By:
|
/s/ Mark Hiatt
|
|
|
Mark Hiatt
|
|
|
Chief Executive Officer
|
Date: August 9, 2013
|
By:
|
/s/ Timothy Francis
|
|
|
Timothy Francis
|
|
|
Chief Financial Officer
|
(a)
|
the willful and continued failure by Developers and Construction Managers to substantially perform the services described herein after a demand for performance is delivered to Developers and Construction Managers by Project Owner which specifically identifies the manner in which it is alleged that Developers and Construction Managers have not substantially performed their duties and obligations hereunder;
|
(b)
|
the willful engaging by Developers and Construction Managers in misconduct which Developers and Construction Managers knew, or after exercising the care of a prudent businessman, should have known would be materially injurious to Project Owner, monetarily or otherwise; or
|
(c)
|
for Project Owner's convenience, subject to mutually agreed termination expense.
|
(a)
|
All notices, consents, approvals or other instruments required or permitted to be given by either party pursuant to this Agreement shall be in writing and given by (i) hand delivery, (ii) facsimile, (iii) express overnight delivery service, or (iv) certified or registered mail, return receipt requested, and shall be deemed to have been delivered upon (a) receipt, if hand delivered, (b) electronic confirmation of transmission, if delivered by facsimile, (c) the next business day, if delivered by express overnight delivery service, or (d) the third business day following the day of deposit of such notice with the United States Postal Service, if sent by certified or registered mail, return receipt requested. Notices shall be provided to the parties and addresses (or facsimile numbers, as applicable) specified below:
|
(b)
|
No provisions of this Agreement shall be deemed waived or amended except by a written instrument unambiguously setting forth the matter waived or amended and signed by the party against which enforcement of such waiver or amendment is sought. Waiver of any matter shall not be deemed a waiver of the same or any other matter on any future occasion.
|
(c)
|
Captions are used throughout this Agreement for convenience of reference only and shall not be considered in any manner in the construction or interpretation hereof.
|
(d)
|
The provisions of this Agreement shall be deemed severable. If any part of this Agreement shall be held unenforceable, the remainder shall remain in full force and effect, and such unenforceable provision shall be reformed by such court so as to give maximum legal effect to the intention of the parties as expressed therein.
|
(e)
|
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original.
|
(f)
|
This Agreement may not be assigned by either party without the consent of the other party.
|
(g)
|
It is the intent of the parties hereto that all provisions of this Agreement shall be governed by and construed under the laws of the State of Nebraska.
|
1.
|
Lot One (1), Block One (1), Antelope Valley Second Addition;
|
2.
|
Lot Seven (7) and the West Eleven feet (11') of Lot Eight (8), Block Nine (9), Kinney's “O” Street Addition;
|
3.
|
South Fifty feet (50') and the West Five feet (5') of Lot Five (5), and the South Fifty feet (50') of Lot Six (6), Block Nine (9), Kinney's “O” Street Addition and the North Half (N1/2) of the vacated alley adjacent thereto and the South Half (S1/2) of the vacated alley adjacent to Lots Seven (7) and Eight (8);
|
4.
|
A tract of land located in a portion of the vacated 18
th
Street Right of Way between “Q” Street and “R” Street located in the Southwest Quarter of Section 24, Township 10 North, Range 6 East of the 6th Principal Meridian;
|
5.
|
The North Four (4) feet of “Q” Street and the South Four (4) feet of “R” Street from the West line of the vacated 18
th
Street Right of Way to the West line of Antelope Valley Parkway, Lincoln, Lancaster County, Nebraska (the “Easement Parcel”) in which the Lessor has been granted permanent easement rights pursuant to that Easement and Hold Harmless Agreement dated March 25, 2013 between the Lessor and the City of Lincoln, Nebraska.
|
1.
|
GENERAL SERVICES
|
1.
|
Developers and Construction Managers, in general, shall have primary management responsibility for the Project and shall coordinate all Project matters, including, but not limited to, planning, design, and construction of the Project.
|
2.
|
Developers and Construction Managers shall maintain an organized filing system for all Project documents and records. At Project completion, Developers and Construction Managers shall certify that copies of all Project documents and records have been delivered to the Project Owner and University. Developers and Construction Managers shall maintain a current list of the Project Team.
|
3.
|
Developers and Construction Managers shall invite the designated University Contact to all Project meetings (including without limitation meetings with the Architect, Contractor, Consultants, or the University's Board of Regents). Developers and Construction Managers shall direct weekly Owner, Architect, Contractor “OAC” meetings. Developers and Construction Managers will prepare minutes and provide copies to the Project Owner and University Contact. Developers and Construction Managers shall review for accuracy the minutes of such meetings and shall clarify, amend and report any discrepancies affecting the Project.
|
4.
|
Developers and Construction Managers shall furnish to the Project Owner and University monthly reports containing (a) the status of the Project; (b) a comparison of the Project budget to costs incurred through the date of the report; (c) a comparison of the Project schedule to the work actually completed through the date of the report; (d) any revision to the Project schedule or Project budget made during the week covered by the report; (e) a summary of change orders made during the week covered by the report, and presented for approval to the University Contact; (f) a list of all pending change orders and all outstanding issues requiring action or approval of the Project Owner and/or University; and (g) any other reports concerning the project as the Project Owner and University may reasonably request.
|
5.
|
Developers and Construction Managers shall provide accounting services for the Project, including, but not limited to, (a) preparing annual budgets; (b) preparing monthly variance reports; (c) monthly Project accounting services related to assembling, reviewing and forwarding to the Project Owner and University for payment the invoices from Architect, Contractor and Consultants; and (d) processing and coordinating the payment of Architect, Contractor and Consultants payments.
|
6.
|
Developers and Construction Managers shall be available for questions and follow up by the telephone or site meetings with the Project Owner and University.
|
2.
|
PRE-DEVELOPMENT PHASE SERVICES
|
1.
|
Developers and Construction Managers shall select the Contractor and the Consultants after careful evaluation of each bidding firm's capabilities to perform, adequacy of personnel, past record of performance, as well as experience and expertise to render the services required. Developers and Construction Managers shall, upon the Project Owner's or University's request, provide a summary of Developers and Construction Managers's evaluation of each bidding firm. Upon selection of the Architect, Contractor and Consultants and approval of the University of the same, Developers and Construction Managers shall execute, on behalf of the University, agreements with the Architect, Contractor and Consultants, on terms approved by the Project Owner and University.
|
2.
|
Developers and Construction Managers shall become familiar with, and provide services that are consistent with all applicable laws and the requirements of easements, licenses, and other pertinent agreements to the extent the foregoing are made known to Developers and Construction Managers.
|
3.
|
Developers and Construction Managers shall provide leadership to the Project Team on all matters relating to the planning, design, governmental approvals, construction, and other activities necessary to complete the Project.
|
4.
|
Developers and Construction Managers shall (a) coordinate the preparation by the Architect of a written and graphic description of the program for the Project, in accordance with the Project Owner's and University's goals and objectives (the “
Project Program
”); (b) prepare and submit to the Project Owner and University a preliminary estimated schedule for completion of the design and construction of the Project, including, without limitation, the various major activities to be undertaken in connection with the Project and the approximate timing of the commencement and completion of such activities, which Developers and Construction Managers shall monitor and revise from time to time throughout the Project (the “
Project Schedule
”); and (c) manage the Project Schedule and the Project budget to manage cash flow, maximize value, keep the work progressing in a logical manner, and avoid or mitigate interruptions of design and construction.
|
5.
|
Developers and Construction Managers shall coordinate any required environmental review of the Project, and advise and assist the Project Owner and University in obtaining all environmental permits or approvals required for the Project, if any.
|
6.
|
Developers and Construction Managers shall assist the Contractor, Architect in obtaining permits for the Project; coordinate with the City for the Project; represent the Project Owner and University at meetings of the City; recommend to the Project Owner and University appropriate policies or decisions to be followed on public matters affecting the Project; and advise the Project Owner and University as to any material issues noted by the Architect or Contractor.
|
7.
|
Developers and Construction Managers shall schedule and attend regular meetings with the Architect related to the development of the design. Developers and Construction Managers shall manage the Architect throughout the design phase.
|
8.
|
Developers and Construction Managers shall coordinate with the Architect and Contractor and provide recommendations to the Architect, Contractor, the Project Owner and the University regarding value engineering, availability of materials and labor, time requirements for installation and construction, and factors relating to costs, including costs of alternative designs or materials in a manner consistent with the Project Program, budget and Schedule, and possible cost reductions and economies if and when necessary to reconcile the Project budget, Program and Schedule. Developers and Construction Managers must be an active participant in the design process, challenging assumptions, testing decisions, and ensuring the occupants, the Project Owner and the University will be completely satisfied with the resultant design after construction is complete.
|
9.
|
Developers and Construction Managers shall review and comment on the drawings and specifications for the Project (the “
Construction Documents
”), as they are prepared by the Architect, and coordinate their review by the Contractor.
|
10.
|
In consultation with the Architect and Contractor, Developers and Construction Managers shall provide value engineering services to analyze and make recommendations concerning availability of materials and labor, time requirements for installation and construction, and other factors related to costs, including costs of alternative designs or materials, and possible cost reductions and economies. Developers and Construction Managers shall provide value engineering recommendations to the Project Owner and University, but the final decision will, in every instance, be the Project Owner's and University's decision.
|
11.
|
Upon approval by the Project Owner and University of design development plans and specifications, Developers and Construction Managers shall (a) lead the process on behalf of the University in reviewing and coordinating the preparation by the Architect of the Construction Documents for the Project; and (b) make recommendations regarding alternative solutions whenever design details appear to (i) adversely affect construction feasibility, the Project Program, budget or Schedule, or (ii) cause the Project to deviate from the approved drawings or requirements of the Project Owner and University.
|
12.
|
Developers and Construction Managers shall act as the Project Owner's and University's representative in coordinating and assisting the Architect in the preparation of bid documents.
|
13.
|
Developers and Construction Managers shall review bids, prepare analyses and make recommendations to the Project Owner and University for award of a contract for the Project.
|
14.
|
Developers and Construction Managers shall conduct pre-award conferences with qualified bidders, advise the Project Owner and University regarding the negotiation of business terms of each Project construction contract, and advise the Project Owner and University on the acceptability of the Contractor for the Project.
|
15.
|
After the Project construction contract has been awarded, but before the Contractor commences work on the site, Developers and Construction Managers shall assist the Project Owner and University in the preparation of all necessary site logistics plans, traffic flow diagrams and plans for the performance of the applicable work, showing the use of designated roadways or street lights, the closing of any roadways, streets and/or sidewalks, and the re-routing of any traffic; and assist in obtaining necessary governmental approvals required to implement such traffic plans.
|
16.
|
Developers and Construction Managers shall work with the Project Owner, University and the City of Lincoln (the "City"), to negotiate and obtain City adoption of a redevelopment agreement for the Project (the "Redevelopment Agreement") providing for tax increment financing.
|
17.
|
Developers and Construction Managers shall arrange financing for the Project, subject to the approval of the Project Owner and University.
|
3.
|
DEVELOPMENT PHASE SERVICES
|
1.
|
Developers and Construction Managers shall oversee all phases of the construction of the Project.
|
2.
|
Developers and Construction Managers shall represent the Project Owner and University in its communications with the Architect, Contractor and Consultants; schedule, attend, and conduct progress meetings, regular on-site meetings to review construction progress and pay requests.
|
3.
|
Developers and Construction Managers shall (a) assist and review the processing of change orders; (b) advise the Project Owner and University concerning the necessity for, scope of and recommended cost of change orders; (c) negotiate, on the Project Owner's and University's behalf, all change orders with the Contractor; and (d) provide a weekly list of change orders requests “COR” for review and approval by the Project Owner and the University Contact. Once CORs are approved by the Project Owner and University Contact, the Developers and Construction Managers shall execute a change order reflecting such CORs. The final Project budget and/or Project Schedule, as applicable, will be revised to reflect approved change orders.
|
4.
|
Developers and Construction Managers shall review applications for payment by the Contractor, review and certify certificates for payment issued by the Architect and make written recommendations to the Project Owner and University concerning payment. Developers and Construction Managers, Project Owner and the University shall cooperate with one another to develop an orderly procedure for review and payment of Project costs and expenses.
|
5.
|
Developers and Construction Managers shall direct Contractor to prepare and update a critical path schedule for completion of the applicable work.
|
6.
|
Developers and Construction Managers shall coordinate negotiations among the Project Team, and as applicable, the utility companies, City and others concerning electric, sewer, water, gas and telephone facilities required for the Project, on a schedule consistent with the Project Schedule.
|
7.
|
Developers and Construction Managers shall assist in the coordination of work between the Contractor, Project Owner and the University Contact.
|
8.
|
Developers and Construction Managers shall cause Contractor to maintain a daily log containing the number of workers, equipment, work accomplished, problems encountered and other relevant data as the Project Owner and University may require.
|
9.
|
Developers and Construction Managers shall notify the Project Owner and University if Developers and Construction Managers becomes aware that the work of Contractor is not being performed in accordance with the requirements of the Construction Documents. Developers and Construction Managers shall notify the Project
|
10.
|
Developers and Construction Managers shall attend on-site review of the Project to confirm substantial and final completion of the construction of the Project, and notify the Project Owner and University when Developers and Construction Managers believes the work under the Project construction contract is substantially complete and that a punch list should be prepared.
|
11.
|
Developers and Construction Managers shall coordinate with the Architect in its review of the work to enable the Architect to determine the date of substantial completion. At the substantial completion by Contractor of the work, monitor the Architect in its inspection of the work and preparation of a detailed “punch list” specifying any items which require completion, installation, correction or repair. Developers and Construction Managers will consult with the Project Owner, University and/or Architect in connection with the recommendations for the rejection and replacement of all nonconforming work, as appropriate.
|
12.
|
Developers and Construction Managers shall oversee the completion of the punch list by the Contractor in a timely fashion to include final inspections of the Architect.
|
13.
|
Developers and Construction Managers shall obtain from Contractor record drawings or, if required by the applicable Project construction contract, “as-built” drawings as requested and paid for by the owners, as construction progresses.
|
14.
|
Together with the Project Owner and University, Developers and Construction Managers shall monitor and observe the testing and start-up of all utilities, systems and equipment for the Project. The Developers and Construction Managers shall assist in the coordination of work between the Developers and Construction Managers and the University's internal service providers, if applicable.
|
15.
|
Developers and Construction Managers shall arrange, in conjunction with the Contractor, for all inspections by code authorities through the City.
|
16.
|
Developers and Construction Managers shall coordinate with Architects regarding the inspect the construction work in place for conformance with the Construction Documents.
|
17.
|
Developers and Construction Managers shall complete the final close-out of the Project by (a) obtaining, or causing the Contractor to obtain, all government approvals required for the legal use and occupancy of the Project, (b) obtaining all warranties, guarantees, bonds, insurance certificates, installation manuals, and other items required pursuant to the Project construction contracts, (c) obtaining all affidavits, waivers and releases the Contractor is required to provide pursuant to the Project construction contracts to achieve final completion of the Project, (d) analyzing all claims (including change order disputes and other claims for extra compensation) asserted by the Contractor, and/or (e) representing the University at meetings and/or inspections scheduled by the University and held to resolve problems relating to design, physical condition or operation of the Project to seek enforcement of warranties.
|
18.
|
Developers and Construction Managers shall perform the Work in a timely manner.
|
4.
|
SECURITY/SAFETY
|
1.
|
While performing the Work, the Developers and Construction Managers shall promptly inform the Project Owner and University if the Developers and Construction Managers becomes aware of any security concerns and/or unsafe conditions.
|
5.
|
OCCUPANCY PHASE
|
1.
|
Developers and Construction Managers shall coordinate with the Project Owner and University Contact regarding the occupancy of the Project including acquisition and installation of all moveable equipment.
|
2.
|
Developers and Construction Managers shall coordinate with the Project Owner and University Contact regarding development of a schedule for occupancy of the Project during the planning phase and updating of the schedule as necessary during the construction.
|
6.
|
WARRANTY PHASE
|
1.
|
Developers and Construction Managers shall assist the Project Owner and University with any warranty issues arising during the first year following the date of substantial completion of the Project. Developers and Construction Managers shall prepare any warranty claims and coordinate with the Contractor and warranty provider to adequately address such warranty issues in a timely manner.
|
2.
|
Developers and Construction Managers shall use best efforts to deliver timely completion of warranty issues.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of America First Tax Exempt Investors, L.P.;
|
2.
|
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;
|
3.
|
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;
|
4.
|
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:
|
(a)
|
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;
|
(b)
|
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;
|
(c)
|
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
|
(d)
|
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
|
(a)
|
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
|
(b)
|
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.
|
By
|
/s/ Mark A. Hiatt
|
|
|
Mark A. Hiatt
|
|
|
Chief Executive Officer
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of America First Tax Exempt Investors, L.P.;
|
2.
|
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;
|
3.
|
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;
|
4.
|
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:
|
(a)
|
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;
|
(b)
|
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;
|
(c)
|
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
|
(d)
|
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
|
5.
|
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):
|
(a)
|
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 Quarterly Report on Form 10-Q of the Partnership for the year ended
June 30, 2013
(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 Quarterly Report on Form 10-Q of the Partnership for the year ended
June 30, 2013
(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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