UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 10-K

x         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2012
OR
o           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from            to
Commission File Number:  000-24843

AMERICA FIRST TAX EXEMPT INVESTORS, L.P.
(Exact name of registrant as specified in its charter)
Delaware
47-0810385
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
 
 
1004 Farnam Street, Suite 400
Omaha, Nebraska 68102
(Address of principal executive offices)
(Zip Code)
 
 
(402) 444-1630
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Beneficial Unit Certificates representing assignments of limited partnership interests in
America First Tax Exempt Investors, L.P. (the “BUCs")
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
YES o   NO  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section (15) of the Act.
YES o   NO  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES  x  NO  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of the chapter) during the preceding 12 months (or for such shorter period) that the registrant was required to submit and post such files.
YES  x  NO  o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of the chapter) is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See definition of “large accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ¨
Accelerated filer  x
Non- accelerated filer  ¨
Smaller reporting company  ¨
 
 
(do not check if a smaller reporting company)
 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 YES  o  NO  x

The aggregate market value of the registrant's BUCs held by non-affiliates based on the final sales price of the BUCs on the last business day of the registrant's most recently completed second fiscal quarter was $163,465,627.

DOCUMENTS INCORPORATED BY REFERENCE
None



INDEX

 
 
 
 
 
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
 
 
 
 
 
 
 
 
Market for Registrant's Common Equity, Related Security Holder Matters and Issuer Purchases of Equity Securities
Selected Financial Data
Management's Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
 
 
 
 
 
 
 
 
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fee and Services
 
 
 
 
 
 
 
 
Exhibits and Financial Statement Schedules
 
 
 
 





PART I

Forward-Looking Statements

This report (including, but not limited to, the information contained in “Management's Discussion and Analysis of Financial Condition and Results of Operations”) contains forward-looking statements.  All statements other than statements of historical facts contained in this report, including statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements.  When used, statements which are not historical in nature, including those containing words such as “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” and similar expressions, are intended to identify forward-looking statements.  We have based forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations.  This report also contains estimates and other statistical data made by independent parties and by us relating to market size and growth and other industry data.  This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates.  We have not independently verified the statistical and other industry data generated by independent parties and contained in this report.  In addition, projections, assumptions and estimates of our future performance and the future performance of the industries in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described under the headings “Risk Factors” in Item 1A of this report.

These forward-looking statements are subject to various risks and uncertainties, including those relating to:

•
defaults on the mortgage loans securing our tax-exempt mortgage revenue bonds;

•
risks associated with investing in multifamily apartments, including changes in business conditions and the general economy;

•
changes in short-term interest rates;

•
our ability to use borrowings to finance our assets;

•
current negative economic and credit market conditions; and

•
changes in the United States Department of Housing and Urban Development's Capital Fund Program

•
changes in government regulations affecting our business.
 
Other risks, uncertainties and factors could cause our actual results to differ materially from those projected in any forward-looking statements we make. We are not obligated to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by securities law.

Item 1.  Business.
 
America First Tax Exempt Investors, L.P. was formed for the primary purpose of acquiring a portfolio of federally tax-exempt mortgage revenue bonds that are issued to provide construction and/or permanent financing of multifamily residential properties.  Interest paid on these bonds is excludable from gross income for federal income tax purposes.  As a result, most of the income earned by the Partnership is exempt from federal income taxes.
 

1


The Partnership has been in operation since 1998 and owned 22 federally tax-exempt mortgage revenue bonds with an aggregate outstanding principal amount of $198.6 million as of December 31, 2012.  These bonds were issued by various state and local housing authorities in order to provide construction and/or permanent financing of 20 multifamily residential apartments containing a total of 3,880 rental units located in the states of Florida, Illinois, Iowa, Kansas, Kentucky, Minnesota, North Carolina, Ohio, South Carolina, Tennessee, and Texas. In each case the Partnership owns, either directly or indirectly, 100% of the bonds issued for these properties. Each bond is secured by a mortgage or deed of trust on the financed apartment property. Each of the bonds provides for "base" interest payable at a fixed rate on a periodic basis. Additionally, five of the bonds also provide for the payment of contingent interest determined by the net cash flow and net capital appreciation of the underlying real estate properties.  As a result, these mortgage revenue bonds provide the Partnership with the potential to participate in future increases in the cash flow generated by the financed properties, either through operations or from their ultimate sale.  Of the 22 bonds owned, eight are owned directly by the Partnership, 13 are owned by ATAX TEBS I, LLC, a special purpose entity owned and controlled by the Partnership, created to facilitate a Tax Exempt Bond Securitization (“TEBS”) Financing with Freddie Mac and one is securitized and held by Deutsche Bank ("DB") in a Tender Option Bond ("TOB") facility (see Notes 2 and 11). Three of the entities that own the apartment properties financed by three of the Partnership's tax-exempt mortgage revenue bonds were deemed to be Consolidated variable interest entities ("VIEs") of the Partnership at December 31, 2012 and, as a result, these bonds are eliminated in consolidation on the Company's consolidated financial statements. Two bonds are secured by three properties, Crescent Village, Post Woods, and Willow Bend apartments in Ohio (the “Ohio Properties”) and two bonds are secured by the Greens of Pine Glen property ("Greens Property") which are reported as discontinued operations (Note 10) and are eliminated upon consolidation in the Company's financial statements.
 
The ability of the properties collateralizing our tax-exempt mortgage revenue bonds to make payments of base and contingent interest is a function of the net operating income generated by these properties.  Net operating income from a multifamily residential property depends on the rental and occupancy rates of the property and the level of operating expenses.  Occupancy rates and rents are directly affected by the supply of, and demand for, apartments in the market areas in which a property is located.  This, in turn, is affected by several factors such as local or national economic conditions, the amount of new apartment construction and interest rates on single-family mortgage loans.  In addition, factors such as government regulation, inflation, real estate and other taxes, labor problems, and natural disasters can affect the economic operations of a property.  Because the return to the Partnership from its investments in tax-exempt mortgage revenue bonds depends upon the economic performance of the multifamily residential properties which collateralize these bonds, the Partnership may be considered to be in competition with other multifamily rental properties located in the same geographic areas as the properties financed with its tax-exempt mortgage revenue bonds.
 
The Partnership may also invest in other types of tax-exempt securities that may or may not be secured by real estate to the extent allowed by its Agreement of Limited Partnership and the conditions to the exemption from registration under the Investment Company Act of 1940 that is relied upon for the Partnership. Under the Agreement of Limited Partnership, these tax-exempt securities must be rated in one of the four highest rating categories by at least one nationally recognized securities rating agency and may not represent more than 25% of the Partnership's assets at the time of acquisition.  At December 31, 2012, the Partnership has two other tax-exempt class of investments, the Public Housing Capital Fund Trusts' Certificates ("PHC Certificates") and mortgage-backed securities ("MBS"). The PHC Certificates had an aggregate principal outstanding of $65.3 million at December 31, 2012 and are securitized into three separate TOB Trusts with DB ("PHC Trusts"). The PHC Certificates held by the PHC Trusts consist of custodial receipts evidencing loans made to a number of public housing authorities. Principal and interest on these loans are payable by the respective public housing authorities out of annual appropriations to be made to the public housing authorities by the United States Department of Housing and Urban Development (“HUD”) under HUD's Capital Fund Program established under Quality Housing and Work Responsibility Act of 1998 (the “Capital Fund Program”). The PHC Trusts have a first lien on these annual Capital Fund Program payments to secure the public housing authorities' respective obligations to pay principal and interest on their loans. The state issued MBS have an aggregate principal outstanding of $31.6 million. At December 31, 2012, the MBS have been securitized into five separate TOB Trusts with DB. The MBS are backed by residential mortgage loans and have investment grade ratings by the most recent S&P or Moody's rating.
 
The Partnership may also make taxable mortgage loans secured by multifamily properties which are financed by tax-exempt mortgage revenue bonds held by the Partnership.  The Partnership does this in order to provide financing for capital improvements at these properties or to otherwise support property operations when we determine it is in the best long-term interest of the Partnership.


2


The Partnership generally does not seek to acquire direct interests in real property as long term or permanent investments. The Partnership may, however, acquire real estate securing its tax-exempt mortgage revenue bonds or taxable mortgage loans through foreclosure in the event of a default.  In addition, the Partnership may acquire interests in multifamily apartment properties (“MF Properties”) in order to position itself for future investments in tax-exempt mortgage revenue bonds issued to finance these properties.  The Partnership currently holds interests in seven MF Properties containing 1,346 rental units, of which two are located in Nebraska, one is located in Kentucky, one is located in Indiana, one is located in Georgia, , and two are located in Texas. The Ohio Properties and the Greens Property were previously reported each as MF Properties but are now reported as discontinued operations as a result of the sale of the Partnership's interests in these properties in connection with the acquisition of tax-exempt mortgage revenue bonds secured by these properties.  The Partnership expects the MF Properties to eventually be sold to a not-for-profit entity or in connection with a syndication of Low Income Housing Tax Credits (“LIHTCs”) under Section 42 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”).  The Partnership expects to acquire tax-exempt mortgage revenue bonds issued to provide debt financing for these properties at the time the property ownership is restructured.  Such restructurings will generally be expected to occur within 36 months of the Partnership's initial investment in an MF Property and will often coincide with the expiration of the compliance period relating to LIHTCs previously issued with respect to the MF Property.  The Partnership will not acquire LIHTCs in connection with these transactions.  These types of transactions represent a long-term market opportunity for the Partnership and will provide us with a pipeline of future bond investment opportunities as the market for LIHTC syndications continues to strengthen.  
 
Properties Management. Seven of the 20 properties which collateralize the bonds owned by the Partnership are managed by America First Properties Management Company (“Properties Management”), an affiliate of the Partnership's general partner ("AFCA 2"), which provides property management services for Ashley Square, Iona Lakes Apartments, Bent Tree Apartments, Lake Forest Apartments, Fairmont Oaks Apartments, Cross Creek, Woodland Park, and each of the MF Properties.  The Ohio Properties and the Greens Property, each is which is reported as discontinued operations but serve as collateral to tax-exempt bonds owned by the Partnership, are also managed by Properties Management. Management believes that this relationship provides greater insight and understanding of the underlying property operations and their ability to meet debt service requirements to the Partnership. The properties not currently managed by Properties Management are Arbors at Hickory Ridge, Autumn Pines, Bella Vista Apartments, Bridle Ridge, Brookstone Apartments, Runnymede Apartments, South Park Ranch Apartments, Vantage at Judson, Villages at Lost Creek, and Woodlynn Village.
 
Business Objectives and Strategy
 
Our business objectives are to (i) preserve and protect our capital and (ii) provide regular cash distributions to our unitholders which are substantially exempt from federal income tax.  We have sought to meet these objectives by primarily investing in a portfolio of tax-exempt mortgage revenue bonds that were issued to finance, and are secured by mortgages on, multifamily apartment properties, including student housing.  Certain of these bonds may be structured to provide a potential for an enhanced federally tax-exempt yield through the payment of contingent interest which is payable out of net cash flow from operations and net capital appreciation of the financed apartment properties.
 
We are pursuing a business strategy of acquiring additional tax-exempt mortgage revenue bonds and other tax-exempt investments on a leveraged basis in order to (i) increase the amount of tax-exempt interest available for distribution to our unitholders; (ii) reduce risk through asset diversification and interest rate hedging; and (iii) achieve economies of scale.  We are pursuing this growth strategy by investing in additional tax-exempt mortgage revenue bonds and other tax-exempt investments as permitted by the Agreement of Limited Partnership, taking advantage of attractive financing structures available in the tax-exempt securities market, and entering into interest rate risk management instruments.  We may finance the acquisition of additional tax-exempt mortgage revenue bonds and other tax-exempt investments through the reinvestment of cash flow, the issuance of additional units, or securitization financing using our existing portfolio of tax-exempt mortgage revenue bonds.  Our operating policy is to use securitizations or other forms of leverage to maintain a level of debt financing between 40% and 60% of the total par value of our mortgage bond portfolio. At December 31, 2012, the leverage on the portfolio of the tax-exempt mortgage revenue bonds calculated to a ratio of 53% of the par value of the portfolio.
 

3


In connection with our business strategy, we continually assess opportunities to reposition our existing portfolio of tax-exempt mortgage revenue bonds.  The principal objective of this assessment is to improve the quality and performance of our revenue bond portfolio and, ultimately, increase the amount of cash available for distribution to our unitholders.  In some cases, we may elect to redeem selected tax-exempt mortgage revenue bonds that are secured by multifamily properties that have experienced significant appreciation.  Through the selective redemption of the bonds, a sale or refinancing of the underlying property will be required which, if sufficient sale or refinancing proceeds exist, may entitle the Partnership to receive payment of contingent interest on its bond investment.  In other cases, we may elect to sell bonds on properties that are in stagnant or declining markets.  The proceeds received from these transactions would be redeployed into other tax-exempt investments consistent with our investment objectives.  We may also be able to use a higher-quality investment portfolio to obtain higher leverage to be used to acquire additional investments.
 
In executing our growth strategy, we expect to invest primarily in bonds issued to provide affordable rental housing, but may also consider bonds issued to finance student housing projects and housing for senior citizens.  The four basic types of multifamily housing revenue bonds which we may acquire as investments are as follows:

1.
Private activity bonds issued under Section 142(d) of the Internal Revenue Code;

2.
Bonds issued under Section 145 of the Internal Revenue Code by not-for-profit entities qualified under Section 501(c)(3) of the Internal Revenue Code;

3.
Essential function bonds issued by a public instrumentality to finance an apartment property owned by such instrumentality; and

4.
Existing “80/20 bonds” that were issued under Section 103(b)(4)(A) of the Internal Revenue Code of 1954. 
 
Each of these bond structures permits the issuance of tax-exempt mortgage revenue bonds to finance the construction or acquisition and rehabilitation of affordable rental housing.  Under applicable Treasury Regulations, any affordable apartment project financed with tax-exempt mortgage revenue bonds must set aside a percentage of its total rental units for occupancy by tenants whose incomes do not exceed stated percentages of the median income in the local area.  In each case, the balance of the rental units in the apartment project may be rented at market rates.  With respect to private activity bonds issued under Section 142(d) of the Internal Revenue Code, the owner of the apartment project may elect, at the time the bonds are issued, whether to set aside a minimum of 20% of the units for tenants making less than 50% of area median income (as adjusted for household size) or 40% of the units for tenants making less than 60% of the area median income (as adjusted for household size).  Multifamily housing bonds that were issued prior to the Tax Reform Act of 1986 (so called “80/20” bonds) require that 20% of the rental units be set aside for tenants whose income does not exceed 80% of the area median income, without adjustment for household size.
 
We expect that many of the private activity housing bonds that we evaluate for acquisition will be issued in conjunction with the syndication of LIHTCs by the owner of the financed apartment project.  Additionally, to facilitate our investment strategy of acquiring additional tax-exempt mortgage bonds secured by MF Properties, we may acquire ownership positions in the MF Properties.  We expect to acquire tax-exempt mortgage revenue bonds on these MF Properties in many cases at the time of a restructuring of the MF Property ownership.  Such restructuring may involve the syndication of LIHTCs in conjunction with property rehabilitation.
 
Investment Types
 
Tax-Exempt Mortgage Revenue Bonds. The Partnership invests in tax-exempt mortgage revenue bonds that are secured by a mortgage or deed of trust on multifamily apartment projects.  Each of these bonds bears interest at a fixed annual base rate.  Five of the 22 bonds currently owned by the Partnership also provide for the payment of contingent interest, which is payable out of the net cash flow and net capital appreciation of the underlying apartment properties. As a result, the amount of interest earned by the Partnership from its investment in tax-exempt mortgage revenue bonds is a function of the net operating income generated by the properties collateralizing the tax-exempt mortgage revenue bonds.  Net operating income from a multifamily residential property depends on the rental and occupancy rates of the property and the level of operating expenses.

Other Tax-Exempt Securities.  The Partnership may invest in other types of tax-exempt securities that may or may not be secured by real estate.  These tax-exempt securities must be rated in one of the four highest rating categories by at least one nationally recognized securities rating agency and may not represent more than 25% of the Partnership's assets at the time of acquisition.


4


Public Housing Capital Fund Trust Certificates. The PHC Certificates consist of custodial receipts evidencing loans made to a number of public housing authorities. Principal and interest on these loans are payable by the respective public housing authorities out of annual appropriations to be made to the public housing authorities by HUD under HUD's Capital Fund Program. The PHC Trusts have a first lien on these annual Capital Fund Program payments to secure the public housing authorities' respective obligations to pay principal and interest on their loans. The PHC Certificates most recent rating by Standard & Poor's is investment grade.

Mortgage-backed securities. The Company also invests in state-issued MBS that are backed by residential mortgage loans. These MBS are rated investment grade by Standard & Poor's or Moody's as of December 31, 2012.
 
Taxable Mortgage Loans.  The Partnership may also make taxable mortgage loans secured by multifamily properties which are financed by tax-exempt mortgage revenue bonds that are held by the Partnership.
 
Interests in Real Property.  While the Partnership generally does not seek to acquire equity interests in real property as long-term or permanent investments, it may acquire real estate securing its revenue bonds or taxable mortgage loans through foreclosure in the event of a default.  In addition, as part of its growth strategy, the Partnership may acquire direct or indirect interests in MF Properties on a temporary basis in order to position itself for a future investment in tax-exempt mortgage revenue bonds issued to finance the acquisition or substantial rehabilitation of such apartment complexes by a new owner.  A new owner would typically seek to obtain LIHTCs in connection with the issuance of the new tax-exempt bonds, but if LIHTCs had previously been issued for the property, such a restructuring could not occur until the expiration of a 15-year compliance period for the initial LIHTCs.  The Partnership may acquire an interest in MF Properties prior to the end of the LIHTC compliance period.  After the LIHTC compliance period, the Partnership would expect to sell its interest in such MF Property to a new owner which could syndicate new LIHTCs and seek tax-exempt bond financing on the MF Property which the Partnership could acquire.  Such restructurings will generally be expected to occur within 36 months of the acquisition by the Partnership of an interest in an MF Property.  The Partnership will not acquire LIHTCs in connection with these transactions.
 
Investment Opportunities
 
There continues to be a significant unmet demand for affordable multifamily housing in the United States.  The United States Department of Housing and Urban Development (“HUD”) reports that there are approximately 7.1 million American households in need of quality affordable housing.  The types of tax-exempt mortgage revenue bonds in which we invest offer developers of affordable housing a low-cost source of construction and permanent debt financing for these types of properties.  Investors purchase these bonds because the income paid on these bonds is exempt from federal income taxation.  The National Council of State Housing Agencies Fact Sheet and HUD have captured some key scale metrics and opportunities of this market:
 
•
HUD has provided over 1.0 million lower-income Americans with affordable rental housing opportunities;

•
Housing Finance Agencies  (HFAs) use multifamily tax-exempt housing bonds to finance more than 100,000 apartments each year; and

•
The availability of tax-exempt bond financing for affordable multifamily housing to be owned by private, for-profit developers in each state in each calendar year is limited by the statewide volume cap distributed as described in Section 146 of the Internal Revenue Code; this private activity bond financing is based on state population and indexed to inflation. 

•
The supply of rental units is expected to fall short of demand with apartment vacancies continuing to decline.
 
In addition to tax-exempt mortgage revenue bonds, the federal government promotes affordable housing through the use of LIHTCs for affordable multifamily rental housing.  The syndication and sale of LIHTCs along with tax-exempt bond financing is attractive to developers of affordable housing because it helps them raise equity and debt financing for their projects.  Under this program, developers that receive an allocation of private activity bonds will also receive an allocation of federal LIHTCs as a method to encourage the development of affordable multifamily housing.  The Partnership does not invest in LIHTCs, but is attracted to tax-exempt mortgage revenue bonds that are issued in association with federal LIHTC syndications because in order to be eligible for federal LIHTCs a property must either be newly constructed or substantially rehabilitated and; therefore, may be less likely to become functionally obsolete in the near term than an older property.  There are various requirements in order to be eligible for federal LIHTCs, including rent and tenant income restrictions.  In general, the property owner must elect to set aside either 40% or more of the property's residential units for occupancy by individuals whose income is 60% or less of the area median gross income or 20% or more of the property's residential units for occupancy by individuals whose income is 50% or less of the area median gross income.  These units remain subject to these set aside requirements for a minimum of 30 years.

5


 
The 2008 Housing Act simplified and expanded the use of LIHTCs and tax-exempt bond financing for low-income multifamily housing industry.  Additionally, it exempted newly issued tax-exempt private activity bonds from Alternative Minimum Tax.  Previously, these tax-exempt private activity bonds were Alternative Minimum Tax preference items for individual taxpayers.  We believe these changes should enhance the Partnership's opportunities for making investments in accordance with its investment criteria.
 
Current credit market conditions have shown some improvement over the last year which has offered more opportunities for tax- exempt bond financing and a commensurate improvement in LIHTC syndication which often accompanies these transactions.  The Partnership is currently seeing opportunity in new origination as well as secondary market transactions for tax-exempt multifamily housing investment given these improved market conditions.

Effects of Recent Credit Markets and Economic Conditions
 
The disruptions in domestic and international financial markets, and the resulting availability of debt financing has improved since the restrictions seen in 2008. While economic trends show signs of a stabilization of the economy and debt availability has increased, overall availability remains limited and the cost of credit may continue to be adversely impacted. These conditions, in our view, will continue to create potential investment opportunities for the Partnership.  We believe this continues to create opportunities to acquire existing tax-exempt bonds from distressed holders at attractive yields.  The Partnership continues to evaluate potential investments in bonds which are available on the secondary market.  We believe many of these bonds will meet our investment criteria and that we have a unique ability to analyze and close on these opportunities while maintaining our ability and willingness to also participate in primary market transactions.

Current credit and real estate market conditions also create opportunities to acquire quality MF Properties from distressed owners and lenders.  Our ability to restructure existing debt, together with the ability to improve the operations of the apartment properties through our affiliated property management company, can position these MF Properties for an eventual financing with tax-exempt mortgage revenue bonds meeting our investment criteria and that will be supported by a valuable and well-run apartment property.  We believe we can selectively acquire MF Properties, restructure debt, and improve operations in order to create value to our unitholders in the form of a strong tax-exempt bond investment.
 
On the other hand, continued economic weakness in some markets may limit our ability to access additional debt financing that the Partnership uses to partially finance its investment portfolio or otherwise meet its liquidity requirements.  The inability to access debt financing may result in adverse effects on our financial condition and results of operations.  There can be no assurance that we will be able to finance additional acquisitions of tax-exempt mortgage revenue bonds through either additional equity or debt financing.  Although the consequences of market and economic conditions and their impact on our ability to pursue our plan to grow through investments in additional tax-exempt housing bonds are not fully known, we do not anticipate that our existing assets will be adversely affected in the long-term.   In addition, the economic conditions including higher levels of unemployment, lack of job growth and low home mortgage interest rates have had a negative effect on some of the apartment properties which collateralize our tax-exempt bond investments and our MF Properties in the form of lower occupancy. While some properties have been negatively effected, our overall economic occupancy (which is adjusted to reflect rental concessions, delinquent rents and non-revenue units such as model units and employee units) of the apartment properties that the Partnership has financed with tax-exempt mortgage revenue bonds was approximately at 86% during 2012 as compared to 85% during 2011.  Overall economic occupancy of the MF Properties has remained the same at approximately 76% during 2012 and 2011.  Based on the growth statistics in the market, we expect to see continued improvement in property operations and profitability in 2013 and 2014 and that rental rate and occupancy trends will continue to be positive.

Financing Arrangements
 
The Partnership may finance the acquisition of additional tax-exempt mortgage revenue bonds through the reinvestment of cash flow, the issuance of additional units or with debt financing collateralized by our existing portfolio of mortgage revenue bonds, including the securitization of these bonds.
 

6


Debt Financing. Our operating policy is to maintain a level of debt financing between 40% and 60% of the total par value of our mortgage revenue bond portfolio.  As of December 31, 2012, the total par value of the Partnerships' total bond portfolio is approximately $198.6 million which includes the tax-exempt bonds secured by the Ohio Properties and the Greens Property which are eliminated upon consolidation.  One TOB facility with DB and the TEBS financing agreement with Freddie Mac which have an outstanding balance of $103.9 million in total are the outstanding debt financing arrangements that have securitized tax-exempt mortgage revenue bonds.  This calculates to a leverage ratio of 52%.  The Partnership's operating policy is to use securitizations or other forms of leverage to maintain a level of debt financing between 60% and 80% of the total par value of the Partnership's other tax-exempt investments. There are eight outstanding TOB facilities at December 31, 2012, which sum to outstanding borrowings of $74.1 million, which are securitizations of the PHC Certificates and MBS. The par value of the PHC Certificates and MBS is $96.9 million which calculates to a leverage ratio of 76%. Additionally, the MF Properties are encumbered by mortgage loans with an aggregate principal balance of approximately $39.1 million.  These mortgage loans mature at various times from May 2013 through February 2017. The debt financing plus mortgage loans total $217.1 million results in a leverage ratio to Partnership Total Assets of 51%.

Equity Financing.  Beginning in 2007, the Partnership has issued BUCs to raise additional equity capital to fund investment opportunities. In April 2010, a Registration Statement on Form S-3 was declared effective by the SEC under which the Partnership may offer up to $200.0 million of additional BUCs. In May 2012, the Partnership issued an additional 12,650,000 BUCs through an underwritten public offering at a public offering price of $5.06 per BUC pursuant to the Registration Statement on Form S-3. Net proceeds realized by the Partnership from this issuance of these BUCs were approximately $60.0 million after payment of an underwriter's discount and other offering costs of approximately $4.0 million. In April 2010, the Partnership issued an additional 8,280,000 BUCs through an underwritten public offering at a public offering price of $5.37 per BUC pursuant to the Registration Statement. Net proceeds realized by the Partnership from the issuance of these BUCs were approximately $41.6 million after payment of an underwriter's discount and other offering costs of approximately $2.8 million. There was no equity raise completed in 2011.
 
Recent Developments

Bond Sale. In May 2012, the outstanding GMF-Madison Tower Apartments and GMF-Warren/Tulane Apartments tax-exempt mortgage revenue bonds held by the Company were sold for an amount greater than the outstanding principal and accrued base interest. The Company received approximately $4.1 million for the GMF-Madison Tower Apartments tax-exempt mortgage revenue bond and approximately $12.7 million from the GMF-Warren/Tulane Apartments tax-exempt mortgage revenue bond resulting in an approximate $668,000 realized gain.

Bond Acquisitions. In December 2012, the Partnership purchased a $6,049,000 subordinate tax-exempt mortgage revenue bond and a subordinate $934,000 taxable bond both secured by the Vantage at Judson apartments. This property is located in San Antonio, Texas and is currently under construction. Both bonds mature on February 1, 2053 and carry an annual cash interest rate of 9% plus allow for an additional 3% of interest calculated on the property's cash flows after debt service. The Vantage at Judson apartments has a construction loan with an unrelated bank and the Partnership's bonds are second lien borrowings to that construction loan. The property will have 288 units when construction is anticipated to be completed in the spring of 2014. Under the terms of a Forward Delivery Bond Purchase Agreement, the Partnership has agreed to purchase a new tax-exempt mortgage revenue bond of up to $26,687,000 (“Series B Bonds”) which will be delivered by the Issuer of the tax-exempt mortgage revenue bond once the property meets specific obligations and occupancy rates. The Series B Bonds will have a stated interest rate of 6% and bond proceeds must be used to pay off the construction loan to the bank and all or a portion of the $6,049,000 tax-exempt mortgage revenue bond.

In June 2012, the Partnership acquired a $10.0 million restructured par value tax-exempt mortgage revenue bond secured by Arbors at Hickory Ridge Apartments, a 348 unit multifamily apartment complex located in Memphis, Tennessee, which represented 100% of the bond issuance for approximately $10.2 million. In December 2012, the tax-exempt mortgage revenue bond secured by Arbors at Hickory Ridge Apartments was restructured to an $11.5 million par value tax-exempt mortgage revenue bond with an annual interest rate of 6.25% and maturity of December 1, 2049. The Partnership then purchased 100% of this bond issuance plus a taxable loan of approximately $191,000 for a payment of approximately $1,041,000 made at closing, net of refunding of the $10.0 million tax-exempt mortgage revenue bond.
 

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MF Property Acquisitions. In August 2012, the Company closed on the purchase of the Maples on 97th property, a 258 unit facility located in Omaha, Nebraska, for a purchase price of approximately $5.5 million through the execution of a Qualified Exchange Accommodation Agreement that assigned the right to acquire and own the Maples on 97th property to a wholly-owned subsidiary of a Title Company (EAT (Maples on 97th)), for a period not to exceed six months. During this six month hold period, the Company will rehabilitate the property. The Company lent the EAT (Maples on 97th) the necessary funds to purchase the replacement property; there is no other capital within that entity. The EAT (Maples on 97th) then executed a Master Lease Agreement and Construction Management Agreement with the Company. These two agreements give the Company the rights and obligations to manage the replacement property as well as the rehabilitation during the six month hold period. In February 2013, ownership of Maples on 97th property was transferred to the Company.

MF Property Sales. In February 2013, the limited partner owners of the Ohio Properties contributed sufficient capital for a real estate sale to be recognized during the first quarter of 2013. As such, the Ohio Properties are reported as discontinued operations instead of MF Properties subject to a Sales Agreement in the consolidated financial statements for all periods presented. The Company will recognize the deferred gain of approximately $1.8 million in the first quarter of 2013, report the tax-exempt mortgage bonds collateralized by the Ohio Properties as an asset, and report the related interest income on the bonds commencing with first quarter of 2013.

In November 2012, the Partnership sold the Eagle Ridge property for approximately $2.5 million resulting in a gain of approximately $126,000. This transaction resulted in the property being reported as a discontinued operation for all periods reported.

In October 2012, the limited partnership that owns the Greens Property admitted two entities that are affiliates of Boston Capital (“BC Partners”) as new limited partners as part of a syndication of LIHTCs on the Greens Property. The Company acquired 100% of the $9.5 million tax-exempt mortgage revenue bonds issued by the North Carolina Housing Finance Agency as part of a plan of financing for the acquisition and rehabilitation of the Greens Property. Under the sales agreement, the Greens Property was sold for a total purchase price of $7.3 million resulting in a gain of approximately $1.5 million which has been deferred by the Company. The new limited partners are obligated to invest approximately $3.2 million of capital into the property, the majority of which is expected to be received prior to October 1, 2013. This transaction resulted in the property being reported as a discontinued operation for all periods reported.

In August 2012, the Partnership sold the Commons at Churchland property for approximately $8.1 million resulting in a gain of approximately $1.3 million. This transaction resulted in the property being reported as a discontinued operation for all periods reported.

Management and Employees

The Partnership is managed by its general partner, America First Capital Associates Limited Partnership Two (“AFCA 2”) which is controlled by its general partner, the Burlington Capital Group LLC ("Burlington").  The persons acting as the Board of Managers and executive officers of Burlington act as the directors and executive officers of the Partnership.  Certain services are provided to the Partnership by other employees of Burlington and the Partnership reimburses Burlington for its allocated share of these salaries and benefits.  The Partnership is not charged, and does not reimburse Burlington, for the services performed by executive officers of Burlington.
 
Competition
 
The Partnership competes with private investors, lending institutions, trust funds, investment partnerships, and other entities with objectives similar to the Partnership for the acquisition of tax-exempt mortgage revenue bonds and other investments.  This competition could reduce the availability of tax-exempt mortgage revenue bonds for acquisition and reduce the interest rate that issuers pay on these bonds.
 

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Because the Partnership holds tax-exempt mortgage revenue bonds secured entirely by multifamily residential properties and holds an interest in the MF Properties, the Partnership may be considered to be in competition with other residential real estate in the same geographic areas.  In each city in which the properties financed by the Partnership's tax-exempt mortgage revenue bonds owned by the Partnership or MF Properties are located, such properties compete with a substantial number of other multifamily properties.  Multifamily properties also compete with single-family housing that is either owned or leased by potential tenants.  To compete effectively, the apartment properties financed or owned by the Partnership must offer quality apartments at competitive rental rates.  In order to maintain occupancy rates and attract quality tenants, the Partnership's apartment properties may also offer rental concessions, such as free rent to new tenants for a stated period.  These apartment properties also compete by offering quality apartments in attractive locations and that provide tenants with amenities such as recreational facilities, garages and pleasant landscaping.

Environmental Matters
 
The Partnership believes that each of the MF Properties and the properties collateralizing its tax-exempt mortgage revenue bonds are in compliance, in all material respects, with federal, state and local regulations regarding hazardous waste and other environmental matters and is not aware of any environmental contamination at any of such properties that would require any material capital expenditure by the underlying properties, and therefore the Partnership, for the remediation thereof.
 
Tax Status
 
The Partnership is classified as a partnership for federal income tax purposes and accordingly, it makes no provision for income taxes.  The distributive share of the Partnership's income, deductions and credits is included in each unitholder's income tax return.
 
The Partnership holds its interests in MF Properties through various subsidiaries which are “C” corporations for income tax purposes. These subsidiaries file separate income tax returns.  Therefore, the Partnership is only subject to income taxes on these investments to the extent it receives dividends from the subsidiaries.
 
The VIEs which are reported on a consolidated basis with the Partnership for GAAP reporting purposes are separate legal entities who record and report income taxes based upon their individual legal structure which may include corporations, limited partnerships, and limited liability companies.  The Partnership does not presently believe that the consolidation of VIEs for reporting under GAAP will impact the Partnership's tax status, amounts reported to unitholders on IRS Form K-1, the Partnership's ability to distribute tax-exempt income to unitholders, the current level of quarterly distributions, or the tax-exempt status of the underlying mortgage revenue bonds.

  All financial information in this Form 10-K presented on the basis of Accounting Principles Generally Accepted in the United States of America, is that of the Partnership and the VIEs on a consolidated basis.  We refer to the Partnership, its wholly owned subsidiaries (each a “Holding Company”), and the consolidated VIEs throughout this Form 10-K as the “Company.”  We refer to the Partnership and Holding Company, without consolidation of the VIEs, as the “Partnership.”
 
General Information

We are a Delaware limited partnership.  Our general partner is AFCA 2, whose general partner is Burlington.  Since 1984, Burlington has specialized in the management of investment funds, many of which were formed to acquire real estate investments such as tax-exempt mortgage revenue bonds, mortgage-backed securities, and multifamily real estate properties.  Burlington maintains its principal executive offices at 1004 Farnam Street, Suite 400, Omaha, Nebraska 68102, and its telephone number is (402) 444-1630.
 
We do not have any employees of our own.  Employees of Burlington, acting through our general partner, are responsible for our operations and we reimburse Burlington for the allocated salaries and benefits of these employees and for other expenses incurred in running our business operations.  In connection with the operation of the Partnership, AFCA 2 is entitled to an administrative fee in an amount equal to 0.45% per annum of the principal amount of the revenue bonds, other tax-exempt investments, and taxable mortgage loans held by the Partnership.  Ten of the tax-exempt mortgage revenue bonds held by the Partnership provide for the payment of this administrative fee to the general partner by the owner of the financed property.  When the administrative fee is payable by a property owner, it is subordinated to the payment of all base interest to the Partnership on the tax-exempt mortgage revenue bond on that property.  Our Agreement of Limited Partnership provides that the administrative fee will be paid directly by the Partnership with respect to any investments for which the administrative fee is not payable by the property owner or a third party.  In addition, our Agreement of Limited Partnership provides that the Partnership will pay the administrative fee to the general partner with respect to any foreclosed mortgage bonds.

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AFCA 2 may also earn mortgage placement fees in connection with the identification and evaluation of additional investments that we acquire.  Any mortgage placement fees will be paid by the owners of the properties financed by the acquired tax-exempt mortgage revenue bonds out of bond proceeds.  The amount of mortgage placement fees, if any, will be subject to negotiation between AFCA 2 and such property owners.

Properties Management is an affiliate of Burlington that is engaged in the management of apartment complexes.  Properties Management currently manages the seven MF Properties, seven of the properties whose tax-exempt mortgage revenue bonds are held by the Partnership, and four of the properties whose tax-exempt bonds are owned by the Partnership and are reported as discontinued operations. Properties Management earns a fee paid out of property revenues.  Properties Management may also seek to become the manager of apartment complexes financed by additional tax-exempt mortgage revenue bonds acquired by the Partnership, subject to negotiation with the owners of such properties.  If the Partnership acquires ownership of any property through foreclosure of a revenue bond, Properties Management may provide property management services for such property and, in such case, earn a fee payable out of property revenues.

Our sole limited partner is America First Fiduciary Corporation Number Five, a Nebraska corporation. BUCs represent assignments by the sole limited partner of its rights and obligations as a limited partner.

Information Available on Website

The Partnership's annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and press releases are available free of charge at www.ataxfund.com as soon as reasonably practical after they are filed with the SEC.  The information on the website is not incorporated by reference into this Form 10-K.
 
Item 1A.  Risk Factors
 
The financial condition, results of operations, and cash flows of the Partnership are affected by various factors, many of which are beyond the Partnership's control.  These include the following:
 
 Cash distributions from the Partnership may change depending on the amount of cash available for distribution.
 
The Partnership currently distributes cash to unitholders at an annual rate of $0.50 per unit. The amount of the cash per unit distributed by the Partnership may increase or decrease at the determination of AFCA 2 based on its assessment of the amount of cash available to the Partnership for this purpose. During the year ended December 31, 2012, the Partnership generated cash available for distribution of $0.33 per unit. Although the Partnership may supplement its cash available for distribution with unrestricted cash, unless the Partnership is able to increase its cash receipts through completion of its current investment plans, the Partnership may need to reduce the level of cash distributions per unit from the current level. In addition, there is no assurance that the Partnership will be able to maintain its current level of annual cash distributions per unit even if the Partnership completes its current investment plans.
 
The receipt of interest and principal payments on our tax-exempt mortgage revenue bonds will be affected by the economic results of the underlying multifamily properties.
 
Although our tax-exempt mortgage revenue bonds are issued by state or local housing authorities, they are not obligations of these governmental entities and are not backed by any taxing authority.  Instead, each of these revenue bonds is backed by a non-recourse loan made to the owner of the underlying apartment complex. Because of the non-recourse nature of the underlying mortgage loans, the sole source of cash to pay base and contingent interest on the revenue bond, and to ultimately pay the principal amount of the bond, is the net cash flow generated by the operation of the financed property and the net proceeds from the ultimate sale or refinancing of the property, except in limited cases where a property owner has provided a limited guarantee of certain payments.  This makes our investments in these tax-exempt mortgage revenue bonds subject to the kinds of risks usually associated with direct investments in multifamily real estate.  If a property is unable to sustain net cash flow at a level necessary to pay its debt service obligations on our tax-exempt mortgage revenue bond on the property, a default may occur.  Net cash flow and net sale proceeds from a particular property are applied only to debt service payments of the particular tax-exempt mortgage revenue bond secured by that property and are not available to satisfy debt service obligations on other tax-exempt mortgage revenue bonds that we hold.  In addition, the value of a property at the time of its sale or refinancing will be a direct function of its perceived future profitability.  Therefore, the amount of base and contingent interest that we earn on our tax-exempt mortgage revenue bonds, and whether or not we will receive the entire principal balance of the bonds as and when due, will depend to a large degree on the economic results of the underlying apartment complexes.

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The net cash flow from the operation of a property may be affected by many things, such as the number of tenants, the rental rates, operating expenses, the cost of repairs and maintenance, taxes, government regulation, competition from other apartment complexes, mortgage rates for single-family housing, and general and local economic conditions.  In most of the markets in which the properties financed by our bonds are located, there is significant competition from other apartment complexes and from single-family housing that is either owned or leased by potential tenants.  Low mortgage interest rates and federal tax credits make single-family housing more accessible to persons who may otherwise rent apartments.
 
The value of the properties is the only source of repayment of our tax-exempt mortgage revenue bonds.
 
The principal of most of our tax-exempt mortgage revenue bonds does not fully amortize over their terms.  This means that all or some of the balance of the mortgage loans underlying these bonds will be repaid as a lump-sum “balloon” payment at the end of the term.  The ability of the property owners to repay the mortgage loans with balloon payments is dependent upon their ability to sell the properties securing our tax-exempt mortgage revenue bonds or obtain adequate refinancing.  The tax-exempt mortgage revenue bonds are not personal obligations of the property owners, and we rely solely on the value of the properties securing these bonds for security.  Similarly, if a tax-exempt mortgage revenue bond goes into default, our only recourse is to foreclose on the underlying multifamily property.  If the value of the underlying property securing the bond is less than the outstanding principal balance and accrued interest on the bond, we will suffer a loss.
 
In the event a property securing a tax-exempt mortgage revenue bond is not sold prior to the maturity or remarketing of the bond, any contingent interest payable from the net sale or refinancing proceeds of the underlying property will be determined on the basis of the appraised value of the underlying property.  Real estate appraisals represent only an estimate of the value of the property being appraised and are based on subjective determinations, such as the extent to which the properties used for comparison purposes are comparable to the property being evaluated and the rate at which a prospective purchaser would capitalize the cash flow of the property to determine a purchase price.  Accordingly, such appraisals may result in us realizing less contingent interest from a tax-exempt mortgage revenue bond than we would have realized had the underlying property been sold.
  
There is additional credit risk when we make a taxable loan on a property.
 
The taxable mortgage loans that we make to owners of the apartment properties that secure tax-exempt mortgage revenue bonds held by us are non-recourse obligations of the property owner.  As a result, the sole source of principal and interest payments on these taxable loans is the net cash flow generated by these properties or the net proceeds from the sale of these properties.  The net cash flow from the operation of a property may be affected by many things as discussed above.  In addition, any payment of principal and interest on a taxable loan on a particular property will be subordinate to payment of all principal and interest (including contingent interest) on the tax-exempt mortgage revenue bond secured by the same property.  As a result, there may be a higher risk of default on the taxable loans than on the associated tax-exempt mortgage revenue bonds.  If a property is unable to sustain net cash flow at a level necessary to pay current debt service obligations on the taxable loan on such property, a default may occur.  While these taxable loans are secured by the underlying properties, in general, the Partnership does not expect to pursue foreclosure or other remedies against a property upon default of a taxable mortgage loan if the property is not in default on the tax-exempt mortgage revenue bonds financing the property.
 
There are risks associated with our strategy of acquiring ownership interests in MF Properties in anticipation of future tax-exempt bond financings of these projects.
 
To facilitate our investment strategy of acquiring additional tax-exempt mortgage bonds secured by multifamily apartment properties, we may acquire ownership positions in MF Properties.We expect to ultimately sell these MF Properties to unaffiliated parties often as part of a syndication of LIHTCs after the expiration of the compliance period relating to existing LIHTCs issued with respect to the MF Properties.  Our plan is to provide tax-exempt mortgage financing to the new property owners at the time of a syndication of new LIHTCs in connection with a rehabilitation of these MF Properties.  The market for LIHTC syndications may be negatively affected from time to time by economic and market conditions.  For this and other reasons, there is no assurance that the Partnership will be able to sell its interests in the MF Properties after the applicable LIHTC compliance period.  In addition, the value of the Partnership's interest in MF Properties will be affected by the economic performance of the MF Properties and other factors generally affecting the value of residential rental properties.  As a result, there is no assurance the Partnership will not incur a loss upon the sale of its interest in an MF Property.  In addition, there is no assurance that we will be able to acquire tax-exempt mortgage revenue bonds on the MF Properties even if we are able to sell our interests in the MF Properties.  During the time the Partnership owns an interest in an MF Property, any net income it receives from these MF Properties will not be exempt from federal or state income taxation.
 

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Any future issuances of additional units could cause their market value to decline.
 
The Partnership may issue additional units from time to time in order to raise additional equity capital.  The issuance of additional units could cause dilution of the existing units and a decrease in the market price of the units.  In addition, if additional units are issued but we are unable to invest the additional equity capital in assets that generate tax-exempt income at levels at least equivalent to our existing assets, the amount of cash available for distribution on a per unit basis may decline.

We may suffer adverse consequences from changing interest rates.
 
We have financed the acquisition of some of our assets using variable-rate debt financing.  The interest that we pay on these financings fluctuates with a specific interest rate indices.  All of our tax-exempt mortgage revenue bonds bear interest at fixed rates and, notwithstanding the contingent interest feature on some of these bonds, the amount of interest we earn on these bonds will not increase with a general rise in interest rates.  Accordingly, an increase in our interest expense due to an increase in the applicable interest rate index used for our variable rate debt financing will reduce the amount of cash we have available for distribution to unitholders and may affect the market value of our units. The use of derivatives is designed to mitigate some but not all of the exposure to the negative impact of a higher cost of borrowing.
 
An increase in interest rates could also decrease the value of our tax-exempt mortgage revenue bonds.    A decrease in the value of our tax-exempt mortgage revenue bonds could also decrease the amount we could realize on the sale of our investments and would thereby decrease the amount of funds available for distribution to our unitholders. During periods of low prevailing interest rates, the interest rates we earn on new tax-exempt mortgage revenue bonds that we acquire may be lower than the interest rates on our existing portfolio of tax-exempt mortgage revenue bonds.  

To the extent we finance the acquisition of additional tax-exempt mortgage revenue bonds through the issuance of additional units or from the proceeds from the sale of existing tax-exempt mortgage revenue bonds and we earn a lower interest rate on these additional bonds, the amount of cash available for distribution on a per unit basis may be reduced.
 
We are subject to various risks associated with our derivative agreements.
 
We use derivative instruments, such as interest rate caps, to mitigate the risks we are exposed to as a result of changing interest rates.  However, there is no assurance that these instruments will fully insulate the Partnership from the interest rate risks to which it is exposed.  In addition, there are costs associated with these derivative instruments and there is no assurance these costs will not ultimately turn out to exceed the losses we would have suffered, if any, had these instruments not been in place.  There is also a risk that a counterparty to such an instrument will be unable to perform its obligations to the Partnership.  If a liquid secondary market does not exist for these instruments, we may be required to maintain a position until exercise or expiration, which could result in losses to the Partnership.  In addition, we are required to record the fair value of these derivative instruments on our financial statements by recording changes in their values as interest earnings or expense.  This can result in significant period to period volatility in the Partnership's reported net income over the term of these instruments.
  
There are risks associated with debt financing programs that involve securitization of our tax-exempt mortgage revenue bonds, PHC Certificates, and Mortgage-backed securities.
 
We have obtained debt financing through the securitization of our tax-exempt mortgage revenue bonds, PHC Certificates, and MBS and may obtain this type of debt financing in the future.  The terms of these securitization programs differ, but in general require our tax-exempt assets be placed into a trust or other special purpose entity that issues a senior security to unaffiliated investors and a residual interest to the Partnership.  The trust or other entity receives all of the interest payments from its underlying tax-exempt mortgage revenue bonds, PHC Certificates, and MBS from which it pays interest on the senior security at a variable rate.  As the holder of the residual interest, the Partnership is entitled to any remaining tax-exempt interest received by the trust holding the securitized asset after it has paid the full amount of interest due on the senior security and all of the expenses of the trust, including various fees to the trustee, remarketing agents and liquidity providers.  Specific risks generally associated with these asset securitization programs include the following:
            

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Changes in short-term interest rates can adversely affect the cost of an asset securitization financing.
 
The interest rate payable on the senior securities resets periodically based on a specified index usually tied to interest rates on short-term instruments.  In addition, because the senior securities may typically be tendered back to the trust, causing the trust to remarket the senior securities from time to time, an increase in interest rates may require an increase to the interest rate paid on the senior securities in order to successfully remarket these securities.  Any increase in interest rate payable on the senior securities will result in more of the underlying tax-exempt interest being used to pay interest on the senior securities leaving less tax-exempt interest available to the Partnership.  As a result, higher short-term interest rates will reduce, and could even eliminate, the Partnership's return on a residual interest in this type of financing.

Payments on the residual interests in these financing structures are subordinate to payments on the senior securities and to payment of trust expenses and no party guarantees the payment of any amounts under the residual interests.
 
The Partnership holds a residual interest (known as Class B interests in a TEBS financing facility and a LIFER in a TOB financing facility) in the securitization trusts established for the debt financing facilities. These residual interests are subordinate to the senior securities sold to investors.  As a result, none of the tax-exempt interest received by such a trust will be paid to the Partnership as the holder of a residual interest until all payments currently due on the senior securities have been paid in full and other trust expenses satisfied.  As the holder of a residual certificate in these trusts, the Partnership can look only to the assets of the trust remaining after payment of these senior obligations for payment on the residual certificates.  No third party guarantees the payment of any amount on the residual certificates.
          
Termination of an asset securitization financing can occur for a number of reasons which could cause the Partnership to lose the tax-exempt assets and other collateral it pledged for such financing.
 
In general, the trust or other special purpose entity formed for an asset securitization financing can terminate for a number of different reasons relating to problems with the assets or problems with the trust itself.  Problems with the assets that could cause the trust to collapse include payment or other defaults or a determination that the interest on the assets is taxable.  Problems with a trust include a downgrade in the investment rating of the senior securities that it has issued, a ratings downgrade of the liquidity provider for the trust, increases in short term interest rates in excess of the interest paid on the underlying assets, an inability to remarket the senior securities or an inability to obtain liquidity for the trust.  In each of these cases, the trust will be collapsed and the tax-exempt mortgage revenue bonds and other collateral held by the trusts will be sold.  If the proceeds from the sale of the trust collateral are not sufficient to pay the principal amount of the senior securities with accrued interest and the other expenses of the trusts then the Partnership will be required, through its guarantee of the trusts, to fund any such shortfall.  As a result, the Partnership, as holder of the residual interest in the trust, may not only lose its investment in the residual certificates but could also realize additional losses in order to fully repay trust obligations to the senior securities.
 
An insolvency or receivership of the program sponsor could impair the Partnership's ability to recover the tax-exempt assets and other collateral pledged by it in connection with a bond securitization financing.
 
In the event the sponsor of an asset securitization financing program becomes insolvent, it could be placed in receivership.  In that situation, it is possible that the Partnership would not be able to recover the tax-exempt assets it pledged in connection with the securitization financing or that it would not receive all or any of the payments due from the trust or other special purpose entity on the residual interest held by the Partnership in such trust or other entity.
  
Conditions in the credit markets may increase our cost of borrowing or may make financing difficult to obtain, each of which may have a material adverse effect on our results of operations and business.
 
Economic conditions in international and domestic credit markets have been, and remain, challenging.  Tighter credit conditions and slower economic growth combined with continued concerns about the systemic impact of high unemployment, restricted availability of credit, and overall business and consumer confidence have contributed to a slow economic recovery and it is unclear when and how quickly conditions and markets will improve.  As a result of these economic conditions, the cost and availability of credit has been, and may continue to be, adversely affected in all markets in which we operate.  Concern about the stability of the markets generally and the strength of counterparties specifically has led many lenders and institutional investors to reduce, and in some cases, cease, to provide funding to borrowers.  As a result, our access to debt and equity financing may be adversely affected.  If these market and economic conditions continue, they may limit our ability to replace or renew maturing debt financing on a timely basis and may impair our access to capital markets to meet our liquidity and growth requirements which may have an adverse effect on our financial condition and results of operations.


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Our tax-exempt mortgage revenue bonds are illiquid assets and their value may decrease.
 
The majority of our assets consist of our tax-exempt mortgage revenue bonds.  These mortgage revenue bonds are relatively illiquid, and there is no existing trading market for them.  As a result, there are no market makers, price quotations, or other indications of a developed trading market for these tax-exempt mortgage revenue bonds.  In addition, no rating has been issued on any of the existing tax-exempt mortgage revenue bonds and we do not expect to obtain ratings on tax-exempt mortgage revenue bonds we may acquire in the future.  Accordingly, any buyer of these tax-exempt mortgage revenue bonds would need to perform its own due diligence prior to a purchase.  As a result, our ability to sell our tax-exempt mortgage revenue bonds, and the price we may receive upon their sale, will be affected by the number of potential buyers, the number of similar securities on the market at the time and a number of other market conditions.  As a result, such a sale could result in a loss to us.

Delay, Reduction, or Elimination of Appropriations from U.S. Department of Housing and Urban Development can result in payment defaults on the Company's investments in PHC Trusts

The Company has acquired interests (known as "LIFERS") in three PHC TOB Trusts, which, in turn, hold PHC Certificates that have been issued by three PHC Trusts which hold custodial receipts evidencing loans made to a number of public housing authorities. Principal and interest on these loans are payable by the respective public housing authorities solely out of annual appropriations to be made to the public housing authorities by HUD under HUD's Capital Fund Program. Annual appropriations for the Capital Fund Program must be determined by Congress each year, and there is no assurance that Congress will continue to make such appropriations at current levels or at all. If Congress fails to continue to make annual appropriations for the Capital Fund Program at or near current levels, or there is a delay in the approval of appropriations, the public housing authorities may not have funds from which to pay principal and interest on the loans underlying the PHC Certificates. The failure of public housing authorities to pay principal and interest on these loans will reduce or eliminate the payments received by the Company from the PHC TOB Trusts.

Reduction in Rating of PHC Certificates and Mortgage-Backed Securities below investment grade would result in the liquidation of the investment in that TOB Trust

The Company's investment in PHC Certificates and MBS are made pursuant to the provision of its Agreement of Limited Partnership that allows investment in tax-exempt securities that are not mortgage revenue bonds backed by multifamily housing projects provided that these alternative tax-exempt securities are rated investment grade in one of the four highest rating categories by at least one nationally recognized securities rating agency. In the event the investment rating of any of the PHC Certificates held by a PHC TOB Trust or any of the MBS was reduced to less than investment grade, the trustee over the TOB Trust has no obligation to divest of that securitized asset. Accordingly, the Partnership would be required to liquidate its LIFERS in that TOB Trust or liquidate the TOB Trust entirely. The TOB Trusts have no obligation to purchase the LIFERS and there is no established trading market for the LIFERS. Likewise, if the Partnership liquidates the TOB Trust, any downgrade in the investment rating of the PHC Certificates or mortgage-backed securities will likely decrease the value of the investment. As a result, there can be no assurance that the Partnership will be able to divest its position in these LIFERS or terminate the TOB Trusts without incurring a material loss.


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Prepayment rates on the mortgage loans underlying the Company's mortgage-backed securities may materially adversely affect our profitability or result in liquidity shortfalls that could require us to sell assets in unfavorable market conditions.

The Company's MBS are secured by pools of mortgages on residential properties. In general, the mortgages collateralizing our MBS may be prepaid at any time without penalty. Prepayments on our MBS result when homeowners/mortgagees satisfy (i.e., pay off) the mortgage upon selling or refinancing their mortgaged property. When we acquire a particular MBS, we anticipate that the underlying mortgage loans will prepay at a projected rate which, together with expected coupon income, provides us with an expected yield on such MBS. If we purchase assets at a premium to par value, and borrowers prepay their mortgage loans faster than expected, the corresponding prepayments on the MBS may reduce the expected yield on such securities because we will have to amortize the related premium on an accelerated basis. Conversely, if we purchase assets at a discount to par value, when borrowers prepay their mortgage loans slower than expected, the decrease in corresponding prepayments on the MBS may reduce the expected yield on such securities because we will not be able to accrete the related discount as quickly as originally anticipated. Prepayment rates on loans are influenced by changes in mortgage and market interest rates and a variety of economic, geographic, and other factors, all of which are beyond our control. Consequently, such prepayment rates cannot be predicted with certainty and no strategy can completely insulate us from prepayment or other such risks. In periods of declining interest rates, prepayment rates on mortgage loans generally increase. If general interest rates decline at the same time, the proceeds of such prepayments received during such periods are likely to be reinvested by us in assets yielding less than the yields on the assets that were prepaid (to the extent such assets are available for us to reinvest in). In addition, the market value of our MBS may, because of the risk of prepayment, benefit less than other fixed-income securities from declining interest rates

The rent restrictions and occupant income limitations imposed on properties financed by our tax-exempt mortgage revenue bonds and on our MF Properties may limit the revenues of such properties.
 
All of the apartment properties securing our tax-exempt mortgage revenue bonds and the MF Properties in which our subsidiaries hold indirect interests are subject to certain federal, state and/or local requirements with respect to the permissible income of their tenants.  Since federal rent subsidies are not generally available on these properties, rents must be charged on a designated portion of the units at a level to permit these units to be continuously occupied by low or moderate income persons or families.  As a result, these rents may not be sufficient to cover all operating costs with respect to these units and debt service on the applicable tax-exempt mortgage revenue bond.  This may force the property owner to charge rents on the remaining units that are higher than they would be otherwise and may, therefore, exceed competitive rents. This may adversely affect the occupancy rate of a property securing an investment and the property owner's ability to service its debt.
 
The properties financed by certain of our tax-exempt mortgage revenue bonds are not completely insured against damages from hurricanes and other major storms.
 
Five of the multifamily housing properties financed by tax-exempt mortgage revenue bonds held by the Partnership are located in areas that are prone to damage from hurricanes and other major storms.  The current insurable value of these five properties is approximately $84.6 million.  Due to the significant losses incurred by insurance companies in recent years due to damages from hurricanes, many property and casualty insurers now require property owners to assume the risk of first loss on a larger percentage of their property's value.  In general, the current insurance policies on the five properties financed by the Partnership that are located in areas rated for hurricane and storm exposure carry a 5% deductible on the insurable value of the properties.  As a result, if any of these properties were damaged in a hurricane or other major storm, the amount of uninsured losses could be significant and the property owner may not have the resources to fully rebuild the property and this could result in a default on the tax-exempt mortgage revenue bonds secured by the property.  In addition, the damages to a property may result in all or a portion of the rental units not being rentable for a period of time.  Unless a property owner carries rental interruption insurance, this loss of rental income would reduce the cash flow available to pay base or contingent interest on the Partnership's tax-exempt mortgage revenue bonds collateralized by these properties.
 
The properties securing our revenue bonds or the MF Properties may be subject to liability for environmental contamination which could increase the risk of default on such bonds or loss of our investment.
 
The owner or operator of real property may become liable for the costs of removal or remediation of hazardous substances released on its property.  Various federal, state and local laws often impose such liability without regard to whether the owner or operator of real property knew of, or was responsible for, the release of such hazardous substances.  We cannot assure you that the properties that secure our tax-exempt mortgage revenue bonds or the MF Properties in which our subsidiaries hold indirect interests, will not be contaminated.  The costs associated with the remediation of any such contamination may be significant and may exceed the value of a property or result in the property owner defaulting on the revenue bond secured by the property or otherwise result in a loss of our investment in a property.

15


  
If we acquire ownership of apartment properties we will be subject to all of the risks normally associated with the ownership of commercial real estate.
 
We may acquire ownership of apartment complexes financed by tax-exempt mortgage revenue bonds held by us in the event of a default on such bonds.  We may also acquire indirect ownership of MF Properties on a temporary basis in order to facilitate the eventual acquisition by us of tax-exempt mortgage revenue bonds on these apartment properties.  In either case, during the time we own an apartment complex, we will generate taxable income or losses from the operations of such property rather than tax exempt interest.  In addition, we will be subject to all of the risks normally associated with the operation of commercial real estate including declines in property value, occupancy and rental rates and increases in operating expenses.  We may also be subject to government regulations, natural disasters and environmental issues, any of which could have an adverse effect on the Partnership's financial results and ability to make distributions to unitholders.

There are a number of risks related to the construction of multifamily apartment properties that may affect the tax-exempt mortgage revenue bonds issued to finance these properties.

We may invest in tax-exempt mortgage revenue bonds secured by multifamily housing properties which are still under construction.  Construction of such properties generally takes approximately twelve to eighteen months.  The principal risk associated with construction lending is that construction of the property will be substantially delayed or never completed.  This may occur for a number of reasons including (i) insufficient financing to complete the project due to underestimated construction costs or cost overruns; (ii) failure of contractors or subcontractors to perform under their agreements; (iii) inability to obtain governmental approvals; (iv) labor disputes; and (v) adverse weather and other unpredictable contingencies beyond the control of the developer.  While we may be able to protect ourselves from some of these risks by obtaining construction completion guarantees from developers, agreements of construction lenders to purchase our bonds if construction is not completed on time, and/or payment and performance bonds from contractors, we may not be able to do so in all cases or such guarantees or bonds may not fully protect us in the event a property is not completed.  In other cases, we may decide to forego certain types of available security if we determine that the security is not necessary or is too expensive to obtain in relation to the risks covered.  If a property is not completed, or costs more to complete than anticipated, it may cause us to receive less than the full amount of interest owed to us on the tax-exempt bond financing such property or otherwise result in a default under the mortgage loan that secures our tax-exempt mortgage revenue bond on the property.  In such case, we may be forced to foreclose on the incomplete property and sell it in order to recover the principal and accrued interest on our tax-exempt mortgage revenue bond and we may suffer a loss of capital as a result.  Alternatively, we may decide to finance the remaining construction of the property, in which event we will need to invest additional funds into the property, either as equity or as a taxable loan.  Any return on this additional investment would not be tax-exempt.  Also, if we foreclose on a property, we will no longer receive tax-exempt interest on the bond issued to finance the property.  The overall return to the Partnership from its investment in such property is likely to be less than if the construction had been completed on time or within budget.

There are a number of risks related to the lease-up of newly constructed or renovated properties that may affect the tax-exempt mortgage revenue bonds issued to finance these properties.

We may acquire tax-exempt mortgage revenue bonds issued to finance properties in various stages of construction or renovation.  As construction or renovation is completed, these properties will move into the lease-up phase.  The lease-up of these properties may not be completed on schedule or at anticipated rent levels, resulting in a greater risk that these investments may go into default than investments secured by mortgages on properties that are stabilized or fully leased-up.  The underlying property may not achieve expected occupancy or debt service coverage levels.  While we may require property developers to provide us with a guarantee covering operating deficits of the property during the lease-up phase, we may not be able to do so in all cases or such guarantees may not fully protect us in the event a property is not leased up to an adequate level of economic occupancy as anticipated.
 
We have assumed certain potential liability relating to recapture of tax credits on MF Properties.
 
The Partnership has acquired indirect interests in several MF Properties that generated LIHTCs for the previous investors in these properties.  When the Partnership acquires an interest in an MF Property, it generally must agree to reimburse the prior partners for any liabilities they incur due to a recapture of LIHTCs that result from the failure to operate the MF Property in a manner consistent with the laws and regulations relating to LIHTCs after the Partnership acquired its interest in the MF Property.  The amount of this recapture liability can be substantial.
  
 

16


The Partnership is not registered under the Investment Company Act.
 
The Partnership is not required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”) because it operates under an exemption therefrom.  As a result, none of the protections of the Investment Company Act (disinterested directors, custody requirements for securities, and regulation of the relationship between a fund and its advisor) will be applicable to the Partnership.
  
 The Partnership engages in transactions with related parties.
 
Each of the executive officers of Burlington and four of the managers of Burlington hold equity positions in Burlington.  A subsidiary of Burlington acts as the General Partner and manages our investments and performs administrative services for us and earns certain fees that are either paid by the properties financed by our tax-exempt mortgage revenue bonds or by us.  Another subsidiary of Burlington provides on-site management for many of the multifamily apartment properties that underlie our tax-exempt mortgage revenue bonds and each of our MF Properties and earns fees from the property owners based on the gross revenues of these properties.  The owners of the limited-purpose corporations which own three of the apartment properties financed with tax-exempt mortgage revenue bonds and taxable loans held by the Partnership are employees of Burlington who are not involved in the operation or management of the Partnership and who are not executive officers or managers of Burlington.  Because of these relationships, our agreements with Burlington and its subsidiaries are related-party transactions.  By their nature, related-party transactions may not be considered to have been negotiated at arm's length.  These relationships may also cause a conflict of interest in other situations where we are negotiating with Burlington.
 
Unitholders may incur tax liability if any of the interest on our tax-exempt mortgage revenue bonds, PHC Certificates, or MBS is determined to be taxable.
 
Certain of our tax-exempt mortgage revenue bonds bear interest at rates which include contingent interest.  Payment of the contingent interest depends on the amount of net cash flow generated by, and net proceeds realized from a sale of, the property securing the bond.  Due to this contingent interest feature, an issue may arise as to whether the relationship between the property owner and us is that of debtor and creditor or whether we are engaged in a partnership or joint venture with the property owner.  If the IRS were to determine that tax-exempt mortgage revenue bonds represented an equity investment in the underlying property, the interest paid to us could be viewed as a taxable return on such investment and would not qualify as tax-exempt interest for federal income tax purposes.  We have obtained legal opinions to the effect that the base interest paid on our tax-exempt mortgage revenue bonds is excludable from gross income for federal income tax purposes provided the interest is not paid to a “substantial user” or “related person” as defined in the Internal Revenue Code.  However, these legal opinions are not binding on the IRS or the courts, and no assurances can be given that the conclusions reached will not be contested by the IRS or, if contested, will be sustained by a court.  In addition, the tax-exempt status of the interest paid on our tax-exempt mortgage revenue bonds is subject to compliance by the underlying properties, and the owners thereof, with the bond documents and covenants required by the bond-issuing authority and the Internal Revenue Code.  Among these requirements are tenant income restrictions, regulatory agreement compliance, reporting requirements, use of proceeds restrictions and compliance with rules pertaining to interest arbitrage.  Each issuer of the revenue bonds, as well as each of the underlying property owners/borrowers, has agreed to comply with procedures and guidelines designed to ensure satisfaction with the continuing requirements of the Internal Revenue Code.  Failure to comply with these continuing requirements of the Internal Revenue Code may cause the interest on our bonds to be includable in gross income for federal income tax purposes retroactively to the date of issuance, regardless of when such noncompliance occurs.  In addition, we have, and may in the future, obtain debt financing through asset securitization programs in which we place tax-exempt mortgage revenue bonds, PHC Certificates, and MBS into trusts and are entitled to a share of the tax-exempt interest received by the trust on these bonds after the payment of interests on senior securities issued by the trust, it is possible that the characterization of our residual interest in such a securitization trust could be challenged and the income that we receive through these instruments could be treated as ordinary taxable income includable in our gross income for federal tax purposes.
 
Not all of the income received by the Partnership is exempt from taxation.
 
We have made, and may make in the future, taxable mortgage loans to the owners of properties which are secured by tax-exempt mortgage revenue bonds that we hold.  The interest income earned by the Partnership on these mortgage loans is subject to federal and state income taxes.  In addition, if we acquire direct or indirect interests in real estate, either through foreclosure of a property securing a tax-exempt mortgage revenue bond or a taxable loan or through the acquisition of an MF Property, any income we receive from the property will be taxable income from the operation of real estate.  In that case, the taxable income received by the Partnership will be allocated to our unitholders and will represent taxable income to them regardless of whether an amount of cash equal to such allocable share of this taxable income is actually distributed to unitholders.
 

17


If the Partnership was determined to be an association taxable as a corporation, it will have adverse economic consequences for the Partnership and its unitholders.
 
The Partnership has made an election to be treated as a partnership for federal income tax purposes.  The purpose of this election is to eliminate federal and state income tax liability for the Partnership and allow us to pass through our tax-exempt interest to our unitholders so that they are not subject to federal tax on this income.  If our treatment as a partnership for tax purposes is challenged, we would be classified as an association taxable as a corporation.  This would result in the Partnership being taxed on its taxable income, if any, and, in addition, would result in all cash distributions made by the Partnership to unitholders being treated as taxable ordinary dividend income to the extent of the Partnership's earnings and profits, which would include tax-exempt income. The payment of these dividends would not be deductible by the Partnership.  The listing of the Partnership's units for trading on the Nasdaq Global Market causes the Partnership to be treated as a “publicly traded partnership” under Section 7704 of the Internal Revenue Code.  A publicly traded partnership is generally taxable as a corporation unless 90% or more of its gross income is “qualifying” income.  Qualifying income includes interest, dividends, real property rents, gain from the sale or other disposition of real property, gain from the sale or other disposition of capital assets held for the production of interest or dividends and certain other items.  Substantially all of the Partnership's gross income will continue to be tax-exempt interest income on tax-exempt mortgage revenue bonds.  While we believe that all of this interest income is qualifying income, it is possible that some or all of our income could be determined not to be qualifying income.  In such a case, if more than 10% of our annual gross income in any year is not qualifying income, the Partnership will be taxable as a corporation rather than a partnership for federal income tax purposes.  We have not received, and do not intend to seek, a ruling from the Internal Revenue Service regarding our status as a partnership for tax purposes.
 
To the extent the Partnership generates taxable income; unitholders will be subject to income taxes on this income, whether or not they receive cash distributions.
 
As a partnership, our unitholders will be individually liable for income tax on their proportionate share of any taxable income realized by the Partnership, whether or not we make cash distributions.
 
There are limits on the ability of our unitholders to deduct Partnership losses and expenses allocated to them.
 
The ability of unitholders to deduct their proportionate share of the losses and expenses generated by the Partnership will be limited in certain cases, and certain transactions may result in the triggering of the Alternative Minimum Tax for unitholders who are individuals.

Item 1B.  Unresolved Staff Comments.

None

Item 2.  Properties.

Each of the Partnership's tax-exempt mortgage revenue bonds is collateralized by a multifamily housing property.  The Partnership does not hold title or any other interest in these properties, other than the mortgages securing the bonds.

As a result of the guidance on consolidations, the Company is required to consolidate certain of the multifamily residential properties securing its bonds because the owners of those properties are treated as Consolidated VIEs for which the Company is the primary beneficiary. As of December 31, 2012, the Company consolidated four multifamily housing properties owned by VIEs located in Florida, Nebraska and South Carolina.  The Partnership does not hold title to the properties owned by the VIEs. Due to a Master Lease Agreement executed between the Partnership and the owner of the Maples on 97th property, the results from operations of that property are included in the MF Properties footnote and in the consolidated statement of operations.

In addition to the properties owned by Consolidated VIEs, the Company reports the financial results of the MF Properties on a consolidated basis due to the limited partnership interests held by its subsidiary in the partnerships that own the MF Properties.  The Company consolidated eleven MF Properties located in Nebraska, Kentucky, Indiana, Georgia, North Carolina, Texas, and Ohio as of December 31, 2012. The three Ohio Properties and the Greens Property in North Carolina are reported as discontinued operations (see Note 10 to the consolidated financial statements).


18


The following table sets forth certain information for each of the consolidated properties as of December 31, 2012:
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

EAT (Maples on 97th) (1)
 
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

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 (2)
 
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


(1) Due to a Master Lease Agreement between the Partnership and the EAT, the results from operations of the Maples on 97th property are included in the MF Properties segment.
(2) The construction work in process represents pre-development architecture and engineering costs related to a 475 bed student housing project to be built above a 1,605 parking stall garage to be constructed at the University of Nebraska-Lincoln.

Item 3.  Legal Proceedings.
 
There are no pending legal proceedings to which the Partnership is a party or to which any of the properties collateralizing the Partnership's tax-exempt mortgage revenue bonds are subject.


19



Item 4.    Mine Safety Disclosures

None



20



PART II

Item 5. Market for the Registrant's Common Equity, Related Security Holder Matters and Issuer Purchases of Equity Securities.
 
(a)Market Information. BUCs represent assignments by the sole limited partner of its rights and obligations as a limited partner. The rights and obligations of unitholders are set forth in the Partnership's Agreement of Limited Partnership. BUCs of the Partnership trade on the NASDAQ Global Market under the trading symbol "ATAX". The following table sets forth the high and low sale prices for the BUCs for each quarterly period from January 1, 2011 through December 31, 2012.

2012
 
High
 
Low
1st Quarter
 
$
5.59

 
$
4.91

2nd Quarter
 
$
5.93

 
$
4.98

3rd Quarter
 
$
6.19

 
$
5.25

4th Quarter
 
$
7.10

 
$
5.81

 
 
 
 
 
2011
 
High
 
Low
1st Quarter
 
$
5.90

 
$
5.22

2nd Quarter
 
$
5.83

 
$
5.15

3rd Quarter
 
$
5.70

 
$
5.08

4th Quarter
 
$
5.35

 
$
4.80


(b) Unitholders. The approximate number of unitholders on December 31, 2012 was 11,778.

(c) Distributions. Distributions to unitholders were made on a quarterly basis during 2012, 2011, and 2010. Total distributions for the years ended December 31, 2012, 2011, and 2010 were approximately $20,643,000, $15,061,000, and $13,574,000, respectively.

(d)The distributions paid or accrued per BUC during the fiscal years ended December 31, 2012, 2011, and 2010 were as follows:

 
 
For the
Year Ended
 
For the
Year Ended
 
For the
Year Ended
 
 
December 31, 2012
 
December 31, 2011
 
December 31, 2010
Cash Distributions
 
$
0.5000

 
$
0.5000

 
$
0.5100


See Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations,” for information regarding the sources of funds that will be used for cash distributions and for a discussion of factors which may adversely affect the Partnership's ability to make cash distributions at the same levels in 2013 and thereafter.

(e)Sales of Unregistered Securities. None

(f)Issuer Purchases of Equity Securities. None


21


Item 6.  Selected Financial Data.

Set forth below is selected financial data for the Company as of and for the years ended December 31, 2008 through 2012. The information should be read in conjunction with the Company's consolidated financial statements and notes thereto filed in response to Item 8 of this report.  Please refer to the discussions in Item 1 and Item 7 regarding the implementation of guidance on consolidations and it's effects on the presentation of financial data in this report on Form10-K:

 
For the
Year Ended
December 31, 2012
 
For the
Year Ended
December 31, 2011
 
For the
Year Ended
December 31, 2010
 
For the
Year Ended
December 31, 2009
 
For the
Year Ended
December 31, 2008
 
 
 
 
 
 
 
 
 
 
Property revenue
12,654,530

 
10,976,250

 
9,106,667

 
10,174,848

 
10,059,916

Real estate operating expenses
(7,877,931
)
 
(6,758,707
)
 
(6,060,676
)
 
(6,973,134
)
 
(6,865,593
)
Depreciation and amortization expense
(4,982,030
)
 
(3,963,502
)
 
(3,590,151
)
 
(4,178,377
)
 
(3,445,511
)
Investment income
11,078,467

 
9,497,281

 
6,881,314

 
4,253,164

 
4,230,205

Gain on sale and retirement of bonds
680,444

 
445,257

 


 


 


Other interest income
150,882

 
485,679

 
455,622

 
106,082

 
150,786

Other income
555,328

 
294,328

 
—

 
—

 
—

Gain on sale of assets held for sale
—

 
—

 
—

 
862,865

 
—

Gain on early extinguishment of debt
—

 
—

 
435,395

 
—

 
(68,218
)
Asset impairment charge - Weatherford
—

 
—

 
(2,528,852
)
 
—

 
—

Provision for loss on receivables
(452,700
)
 
(952,700
)
 


 


 


Provision for loan loss
—

 
(4,242,571
)
 
(562,385
)
 
(1,401,731
)
 
—

Interest expense
(5,530,995
)
 
(5,441,700
)
 
(1,887,823
)
 
(3,307,854
)
 
(3,316,993
)
General and administrative expenses
(3,512,233
)
 
(2,764,970
)
 
(2,383,784
)
 
(1,997,661
)
 
(1,808,459
)
Income (loss) from continuing operations
2,763,762

 
(2,425,355
)
 
(134,673
)
 
(2,461,798
)
 
(1,063,867
)
Income (loss) from discontinued operations, (including gain on sale of $1,406,608 and $26,514,809 in 2012 and 2009, respectively)
2,232,276

 
752,192

 
(469,518
)
 
26,289,211

 
23,263

Net income (loss)
4,996,038

 
(1,673,163
)
 
(604,191
)
 
23,827,413

 
(1,040,604
)
Less: net income (loss) attributable to noncontrolling interest
549,194

 
570,759

 
(203,831
)
 
(11,540
)
 
(9,364
)
Net income (loss) - America First Tax Exempt Investors, L. P.
4,446,844

 
(2,243,922
)
 
(400,360
)
 
23,838,953

 
(1,031,240
)
Less: general partners' interest in net income
691,312

 
152,359

 
28,532

 
804,223

 
64,059

Unallocated (loss) income related to variable interest entities
(1,522,846
)
 
(1,289,539
)
 
(2,466,260
)
 
20,495,957

 
(3,756,894
)
Unitholders' interest in net income (loss)
$
5,278,378

 
$
(1,106,742
)
 
$
2,037,368

 
$
2,538,773

 
$
2,661,595

Unitholders' Interest in net income per unit (basic and diluted):
 
 
 
 
 
 
 
 
Income (loss) from continuing operations
$
0.09

 
$
(0.06
)
 
$
0.09

 
$
0.18

 
$
0.24

Income (loss) from discontinued operations
$
0.05

 
$
0.02

 
$
(0.02
)
 
$
(0.03
)
 
$
(0.04
)
Net income (loss), basic and diluted, per unit
$
0.14

 
$
(0.04
)
 
$
0.07

 
$
0.15

 
$
0.20

Distributions paid or accrued per BUC
$
0.5000

 
$
0.5000

 
$
0.5400

 
$
0.5450

 
$
0.5400

Weighted average number of BUCs outstanding, basic and diluted
37,367,600

 
30,122,928

 
27,493,449

 
16,661,969

 
13,512,928







22


Please refer to the discussions in Item 1 and Item 7 regarding the implementation of guidance on consolidations and it's effects on the presentation of financial data in this report on Form10-K (continued):

 
For the
Year Ended
December 31, 2012
 
For the
Year Ended
December 31, 2011
 
For the
Year Ended
December 31, 2010
 
For the
Year Ended
December 31, 2009
 
For the
Year Ended
December 31, 2008
 
 
 
 
 
 
 
 
 
 
Investments in tax-exempt mortgage revenue bonds, at fair value
$
45,703,294

 
$
26,542,565

 
$
27,115,164

 
$
69,399,763

 
$
44,492,526

Tax-exempt mortgage revenue bonds held in trust, at fair value
$
99,534,082

 
$
109,152,787

 
$
73,451,479

 
$
—

 
$
—

Public housing capital fund trusts, at fair value
$
65,389,298

 
$
—

 
$
—

 
$
—

 
$
—

Mortgage-backed securities, at fair value
$
32,121,412

 
$
—

 
$
—

 
$
—

 
$
—

Real estate assets, net
$
85,488,292

 
$
75,268,936

 
$
51,750,123

 
$
61,148,393

 
$
55,307,206

Total assets of discontinued operations
$
32,580,427

 
$
37,494,700

 
$
33,714,886

 
$
31,891,383

 
$
34,283,305

Total assets
$
413,150,755

 
$
297,976,545

 
$
241,607,249

 
$
190,770,720

 
$
157,863,276

Total debt of continuing operations
$
217,067,507

 
$
148,137,455

 
$
99,972,100

 
$
59,783,065

 
$
66,154,371

Total debt of discontinued operations
$
—

 
$
10,779,428

 
$
6,281,882

 
$
25,697,122

 
$
41,319,656

Cash flows provided by (used in) operating activities
$
7,482,090

 
$
10,229,300

 
$
2,200,893

 
$
(339,254
)
 
$
4,445,215

Cash flows (used in) provided by investing activities
$
(97,296,115
)
 
$
(31,811,420
)
 
$
(48,549,857
)
 
$
11,822,244

 
$
(16,598,170
)
Cash flows provided by (used in) financing activities
$
99,932,112

 
$
28,518,485

 
$
42,345,477

 
$
(1,563,495
)
 
$
4,692,149

Cash Available for Distribution ("CAD")(1)
$
12,288,089

 
$
10,608,768

 
$
9,513,494

 
$
8,708,527

 
$
6,248,920


(1)  To calculate CAD, amortization expense related to debt financing costs and bond reissuance costs, Tier 2 income due to the general partner (as defined in the Agreement of Limited Partnership), interest rate derivative income or expense (including adjustments to fair value), provision for loan losses, provision for loss on receivables, impairments on assets, deferred gain and related interest, bond discount amortization net of cash received, losses related to consolidated VIEs, and depreciation and amortization expense on MF Property assets are added back to the Company's net income (loss) as computed in accordance with GAAP. The Company uses CAD as a supplemental measurement of its ability to pay distributions.  The Company believes that CAD provides relevant information about its operations and is necessary along with net income (loss) for understanding its operating results.

Management utilizes a calculation of CAD as a means to determine the Partnership's ability to make distributions to unitholders.  The General Partner believes that CAD provides relevant information about the Partnership's operations and is necessary along with net income for understanding its operating results.  There is no generally accepted methodology for computing CAD, and the Partnership's computation of CAD may not be comparable to CAD reported by other companies.  Although the Partnership considers CAD to be a useful measure of its operating performance, CAD should not be considered as an alternative to net income or net cash flows from operating activities which are calculated in accordance with GAAP.


23


The following sets forth a reconciliation of the Company's net income (loss) as determined in accordance with GAAP and the Partnership's CAD for the periods set forth.
 
 
2012
 
2011
 
2010
 
2009
 
2008
Net income (loss) - America First Tax Exempt Investors L.P.
 
$
4,446,844

 
$
(2,243,922
)
 
$
(400,360
)
 
$
23,838,953

 
$
(1,031,240
)
Net (loss) income related to VIEs and eliminations due to consolidation
 
1,522,846

 
1,289,539

 
2,466,260

 
(20,495,957
)
 
3,756,894

Net income (loss) before impact of VIE consolidation
 
5,969,690

 
(954,383
)
 
2,065,900

 
3,342,996

 
2,725,654

Change in fair value of derivatives and interest rate derivative amortization
 
944,541

 
2,083,521

 
(571,684
)
 
830,142

 
721,102

Depreciation and amortization expense (Partnership only)
 
3,447,316

 
2,281,541

 
1,337,859

 
1,625,120

 
1,298,594

Provision for loss on receivables
 
452,700

 
952,700

 
—

 
—

 
—

Provision for loan loss
 
—

 
4,242,571

 
1,147,716

 
1,696,730

 
—

Deposit liability gain - Ohio sale agreement
 
—

 
—

 
1,775,527

 
—

 
—

Tier 2 Income distributable to the General Partner (1)
 
(657,933
)
 
(170,410
)
 
(472,246
)
 
(802,909
)
 
(38,336
)
Asset impairment charge - Weatherford
 
—

 
—

 
2,716,330

 
—

 
—

Depreciation and amortization related to discontinued operations
 
452,942

 
887,492

 
1,172,771

 
1,888,953

 
1,541,906

Loss on bond sale
 
—

 
—

 
—

 
127,495

 
—

Bond purchase discount accretion (net of cash received)
 
160,464

 
(100,998
)
 
(403,906
)
 
—

 
—

Ohio and Greens deferred interest
 
1,518,369

 
1,390,056

 
745,227

 
—

 
—

CAD
 
$
12,288,089

 
$
10,612,090

 
$
9,513,494

 
$
8,708,527

 
$
6,248,920

Weighted average number of units outstanding,
 


 


 


 


 


basic and diluted
 
37,367,600

 
30,122,928

 
27,493,449

 
16,661,969

 
13,512,928

Net income (loss), basic and diluted, per unit
 
$
0.14

 
$
(0.04
)
 
$
0.07

 
$
0.15

 
$
0.20

Total CAD per unit
 
$
0.33

 
$
0.35

 
$
0.35

 
$
0.52

 
$
0.46

Distributions per unit
 
$
0.5000

 
$
0.5000

 
$
0.5000

 
$
0.5450

 
$
0.5400


(1) As described in Note 2 to the consolidated financial statements, Net Interest Income representing contingent interest and Net Residual Proceeds representing contingent interest (Tier 2 income) will be distributed 75% to the unitholders and 25% to the General Partner. This adjustment represents the 25% of Tier 2 income due to the General Partner. For the year ended 2012, the Tier 2 income is approximately $557K recognized on the Arbors at Hickory Ridge mortgage revenue bond re-structuring, $668K recognized on the GMF-Madison and GMF-Warren/Tulane tax exempt revenue bond sale and $1.4 million recognized on the sale of the MF Properties. For the year ended December 31, 2011, the Tier 2 income is approximately $445K recognized on the Briarwood tax-exempt mortgage revenue bond retirement and approximately $308K of contingent interest recognized upon the Clarkson tax-exempt mortgage revenue bond retirement. For the second quarter of 2010, the deferred gain on the sale of the Ohio Properties generated approximately $1.8 million and contingent interest generated approximately $33K of Tier 2 income. For 2009, the Tier 2 income distributable to the General Partner was generated by the early redemption of Woodbridge - Bloomington and Woodbridge - Louisville tax-exempt mortgage revenue bond investments, the sale of Oak Grove, and contingent interest received from Fairmont Oaks and Lake Forest Apartments. For 2008, Lake Forest generated approximately $45,000, Fairmont Oaks generated approximately $54,000, and Iona Lakes generated approximately $54,000 of Tier 2 income.


24


Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations.

General

In this Management's Discussion and Analysis, the “Partnership” refers to America First Tax Exempt Investors, L.P. and its Consolidated Subsidiaries which consist of:
•
ATAX TEBS I, LLC, a special purpose entity owned and controlled by the Partnership, created to facilitate the Tax Exempt Bond Securitization (“TEBS”) Financing with Freddie Mac (See Notes 2 and 11 to the consolidated financial statements).
•
Seven multifamily apartments ("MF Properties") of which six are owned by various Partnership subsidiaries. Such subsidiaries hold a 99% limited partner interest in three limited partnerships and 100% member positions in four limited liability companies. The seventh MF Property is Maples on 97th whose operating results are reported by the Partnership as a result of a Master Lease Agreement between the Partnership and the owner of that property (See Note 4 to the consolidated financial statements).
•
Four apartment properties are reported as discontinued operations (See Note 10 to the consolidated financial statements).

The “Company” refers to the consolidated financial statements reported in this Form 10-K which include the assets, liabilities, and results of operations of the Partnership, its Consolidated Subsidiaries and three other consolidated entities in which the Partnership does not hold an ownership interest but which own multifamily apartment properties financed with tax-exempt mortgage revenue bonds held by the Partnership and which are treated as variable interest entities ("VIEs") of which the Partnership has been determined to be the primary beneficiary (“Consolidated VIEs”). All significant transactions and accounts between the Partnership and the VIEs have been eliminated in consolidation.

Executive Summary

Tax-exempt Mortgage Revenue Bonds. On December 31, 2012, the Partnership owned 22 federally tax-exempt mortgage revenue bonds with an aggregate outstanding principal amount of $198.6 million.  These bonds were issued by various state and local housing authorities in order to provide construction and/or permanent financing of 20 multifamily residential apartments containing a total of 3,880 rental units located in the states of Florida, Illinois, Iowa, Kansas, Kentucky, Minnesota, North Carolina, Ohio, South Carolina, Tennessee, and Texas. In each case the Partnership owns, either directly or indirectly, 100% of the bonds issued for these properties. Each bond is secured by a mortgage or deed of trust on the financed apartment property. The properties underlying the fourteen non-consolidated tax-exempt mortgage revenue bonds contain a total of 2,700 rental units at December 31, 2012. Two bonds secured by the three Ohio Properties containing 362 rental units and two bonds secured by the Greens Property containing 168 rental units are eliminated in consolidation in the Company's financial statement (see Note 3 to the consolidated financial statements) and the multifamily apartment properties are reported as discontinued operations. As of December 31, 2011, the properties underlying the fifteen non-consolidated tax-exempt mortgage revenue bonds contain a total of 2,947 rental units.

The tax-exempt bond segment reported revenue of approximately $12.2 million, interest expense of approximately $3.5 million and income from continuing operations of approximately $4.1 million for the year ended December 31, 2012. The tax-exempt bond investments segment reported revenue of approximately $12.6 million and $11.1 million, interest expense of approximately $4.5 million and $1.8 million and loss from continuing operations of approximately $0.4 million versus income from continuing operations of approximately $2.4 million for the years ended December 31, 2011 and 2010. The majority of the increase in income from continuing operations between 2011 to 2012 resulted from a $4.2 million impairment of the Iona Lakes taxable loan in 2011 and no taxable loan impairments in 2012. The remaining reason for the increase is due to the non-cash change in the fair value of the interest rate derivatives; which was a loss of $2.1 million and approximately $945,000 in 2011 and 2012, respectively. The approximately $2.7 million change in income from operations between 2011 versus 2010 can also be attributed to the $4.2 million impairment of the Iona Lakes taxable loan in 2011 versus an approximately $560,000 impairment of the Woodland Park and Ashley Square/Cross Creek cross-collateralized loans offset by the additional $1.5 million of revenue attributed to additional bonds purchased in 2011.

Consolidated VIEs. The three Consolidated VIE multifamily apartment properties as of December 31, 2012 and 2011, contained a total of 650 rental units.

Other Tax-Exempt Securities.  During 2012, the Company invested in other types of tax-exempt securities.  In accordance with the terms of the Agreement of Limited Partners, these tax-exempt securities must be rated in one of the four highest rating categories by at least one nationally recognized securities rating agency and may not represent more than 25% of the Partnership's assets at the time of acquisition.


25


Public Housing Capital Fund Trusts' Certificates ("PHC Certificates"). The PHC Certificates, acquired during 2012, consist of custodial receipts evidencing loans made to a number of public housing authorities. Principal and interest on these loans are payable by the respective public housing authorities out of annual appropriations to be made to the public housing authorities by HUD under HUD's Capital Fund Program. At December 31, 2012, the Company owns PHC Certificates with an aggregate outstanding principal amount of $65.3 million. The Public Housing Capital Fund Trust Certificates segment reported revenue of approximately $1.6 million, interest expense of approximately $542,000, and income from continuing operations of $1 million for the year ending December 31, 2012.

Mortgage-backed securities ("MBS"). As of December, 31, 2012, the Company owns ten state-issued MBS with an aggregate outstanding principal amount of $31.6 million. The MBS were acquired during the fourth quarter of 2012 and are backed by residential mortgage loans. The Mortgage-backed securities segment reported revenue of approximately $194,000, interest expense of approximately $39,000, and income from continuing operations of $149,000 for the year ending December 31, 2012.

MF Properties. To facilitate its investment strategy of acquiring additional tax-exempt mortgage revenue bonds secured by multifamily apartment properties, the Partnership may acquire ownership positions in MF Properties, in order to ultimately restructure the property ownership through a sale of the MF Properties.  The Partnership expects each of these MF Properties to eventually be sold to a not-for-profit entity or in connection with a syndication of LIHTCs under Section 42 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”).  The Partnership expects to acquire tax-exempt mortgage revenue bonds issued to provide debt financing for these properties at the time the property ownership is restructured. The Partnership expects to provide the tax-exempt mortgage revenue bonds to the new property owners as part of the restructuring.  As of December 31, 2012, the Partnership’s wholly-owned subsidiaries held interests in three entities that own MF Properties containing a total of 504 rental units.  In addition, the Partnership's subsidiaries own four MF Properties, Arboretum, DeCordova, Eagle Village and Weatherford containing a total of 842 rental units. The MF Properties' operating goal is similar to that of the properties underlying the Partnership's tax-exempt mortgage revenue bonds. As of December 31, 2011, the Partnership’s wholly-owned subsidiaries held interests in five entities that own MF Properties containing a total of 602 rental units which includes the Greens of Pine property, Eagle Ridge, and Commons atof which six Churchland property which were all legally sold in 2012.  Also as of December 31, 2011, the Partnership's subsidiaries own four MF Properties, Arboretum, DeCordova, Eagle Village and Weatherford. Arboretum, Eagle Village and DeCordova contain a total of 732 rental units and the construction of 76 units was in process at Weatherford as of December 31, 2011 (see Note 2 and Note 8 to the consolidated financial statements).

The MF Properties segment reported revenue of approximately $7.8 million and $5.1 million and a loss from continuing operations of approximately $1.1 million and $783,000 for the years ended December 31, 2012 and 2011. The increase in revenue is due to having a full years worth of revenue from the Arboretum and Eagle Village properties which were acquired during 2011 and the Maples on 97th property which was acquired in August 2012. This increase in revenue was more than offset by an increase in real estate operating expenses and depreciation expense also attributed to these acquired properties as well as real estate operating expenses and depreciation expense from the Weatherford property which finalized construction during the first half of 2012 and is in lease-up at December 31, 2012.

Discontinued Operations. As of December 31, 2012, the Partnership’s wholly-owned subsidiaries held interests in three Ohio Properties containing 362 rental units and the Greens Property containing 168 rental units which are reported as discontinued operations (see Note 2 and Note 10 to the consolidated financial statements).  The income (loss) from discontinued operations was approximately $2.2 million in 2012, $752,000 in 2011, and $(470,000) in 2010. The increase in income between 2011 and 2012 can be attributed to the $1.4 million gain realized from the sales of the Commons at Churchland and Eagle Ridge properties in 2012. The change from loss to income from 2010 to 2011 can be attributed to the one-time payment in 2010 of AFCA 2 fees by the Ohio Properties and other costs related to the sale of the Ohio Properties.

Tender Option Bond ("TOB") Financing. During 2012, the Company closed on eight new TOB Trusts all issued under the terms of the Company's Master Trust Agreement with DB. At December 31, 2012, the Company owes approximately $49.0 million under three TOB Trusts which are securitized by PHC Certificates ("PHC TOB Trusts") with outstanding principal balance of approximately $65.3 million, owes approximately $25.1 million under five TOB Trusts which are securitized by mortgage-backed securities ("MBS TOB Trusts") with a par value of approximately $31.6 million, and owes approximately $9.8 million securitized by a $13.2 million tax-exempt mortgage revenue bond (see Note 11 to the consolidated financial statements).

As of December 31, 2012, the total cost of borrowing for the PHC Certificates TOB facility was 2.13% and the weighted average cost of borrowing on the five TOB facilities securitizing mortgage-backed securities was approximately 2.17%. The Company's total cost of borrowing under the Autumn Pines TOB is 2.71% as of December 31, 2012. The Company is accounting for these TOB transactions as secured financing arrangements.


26


Tax Exempt Bond Securitization ("TEBS") Financing. As of September 1, 2010, the Partnership and its Consolidated Subsidiary ATAX TEBS I, LLC, entered into a number of agreements relating to along-term debt financing facility provided through the securitization of 13 tax-exempt mortgage revenue bonds pursuant to Freddie Mac's TEBS program. The gross proceeds from TEBS Financing were approximately $95.8 million. After the payment of transaction expenses, the Company received net proceeds from the TEBS Financing of approximately $90.4 million and the Company owes approximately $94.0 million at December 31, 2012 (see Note 11 to the consolidated financial statements).

The TEBS Financing essentially provides the Company with a long-term variable-rate debt facility at interest rates reflecting prevailing short-term tax-exempt rates. As of December 31, 2012, the total cost of borrowing was 2.03% for the TEBS facility. As of December 31, 2011, the total cost of borrowing for the TEBS was 2.05%.

Economic Conditions. The disruptions in domestic and international financial markets, and the resulting availability of debt financing has improved since the restrictions seen in 2008. While economic trends show signs of a stabilization of the economy and debt availability has increased, overall availability remains limited and the cost of credit may continue to be adversely impacted. These conditions, in our view, will continue to create potential investment opportunities for the Partnership.  We believe this continues to create opportunities to acquire existing tax-exempt bonds from distressed holders at attractive yields.  The Partnership continues to evaluate potential investments in bonds which are available on the secondary market.  We believe many of these bonds will meet our investment criteria and that we have a unique ability to analyze and close on these opportunities while maintaining our ability and willingness to also participate in primary market transactions.
 
Current credit and real estate market conditions also create opportunities to acquire quality MF Properties from distressed owners and lenders.  Our ability to restructure existing debt together with the ability to improve the operations of the apartment properties through our affiliated property management company can position these MF Properties for an eventual financing with tax-exempt mortgage revenue bonds meeting our investment criteria and that will be supported by a valuable and well-run apartment property.  We believe we can selectively acquire MF Properties, restructure debt and improve operations in order to create value to our unitholders in the form of a strong tax-exempt bond investment.
 
On the other hand, continued economic weakness in some markets may limit our ability to access additional debt financing that the Partnership uses to partially finance its investment portfolio or otherwise meet its liquidity requirements.  In addition, the economic conditions including a slow job growth and low home mortgage interest rates have had a negative effect on some of the apartment properties which collateralize our tax-exempt bond investments and our MF Properties in the form of lower occupancy. While some properties have been negatively effected, overall economic occupancy (which is adjusted to reflect rental concessions, delinquent rents and non-revenue units such as model units and employee units) of the apartment properties that the Partnership has financed with tax-exempt mortgage revenue bonds was approximately at 86% during 2012 as compared to 85% during 2011.  Overall economic occupancy of the MF Properties has remained the same at approximately 76% during 2012 and 2011.  Based on the growth statistics in the market, we expect to see continued improvement in property operations and profitability. We expect that property operations will improve in 2013 and that rental rate and occupancy trends will be continue to be positive.

27


Discussion of the Apartment Properties securing the Partnership Bond Holdings and MF Properties as of December 31, 2012

The following discussion describes the operations and financial results of the individual apartment properties financed by the tax-exempt mortgage revenue bonds held by the Partnership and the MF Properties in which it holds an ownership.  The discussion also outlines the bond holdings of the Partnership, discusses the significant terms of the bonds and identifies those ownership entities which are Consolidated VIEs of the Company.
 
 
 
Number
Percentage of Occupied
Economic Occupancy (1) for
 
 
Number
of Units
Units as of December 31,
 the period ended December 31,
Property Name
Location
of Units
Occupied
2012
2011
2012
2011
 
 
 
 
 
 
 
 
Non-Consolidated Properties
 
 
 
 
 
 
 
Arbors of Hickory Ridge (2)
Memphis, TN
348

319

92
%
n/a

85
%
n/a

Ashley Square Apartments
Des Moines, IA
144

141

98
%
97
%
95
%
96
%
Autumn Pines
Humble, TX
250

230

92
%
92
%
96
%
92
%
Bella Vista Apartments
Gainesville, TX
144

131

91
%
96
%
88
%
90
%
Bridle Ridge Apartments
Greer, SC
152

140

92
%
93
%
92
%
88
%
Brookstone Apartments
Waukegan, IL
168

159

95
%
95
%
91
%
91
%
Cross Creek Apartments
Beaufort, SC
144

128

89
%
85
%
79
%
83
%
Iona Lakes Apartments
Ft. Myers, FL
350

310

89
%
88
%
69
%
69
%
Runnymede Apartments
Austin, TX
252

241

96
%
94
%
95
%
88
%
South Park Ranch Apartments
Austin, TX
192

187

97
%
98
%
96
%
93
%
Villages at Lost Creek
San Antonio, TX
261

249

95
%
97
%
90
%
87
%
Woodland Park
Topeka, KS
236

211

89
%
91
%
84
%
85
%
Woodlynn Village
Maplewood, MN
59

58

98
%
100
%
98
%
97
%
 
 
2,700

2,504

93
%
94
%
87
%
87
%
 
 
 
 
 
 
 
 
Consolidated VIEs
 
 
 
 
 
 
 
Bent Tree Apartments
Columbia, SC
232

210

91
%
93
%
81
%
79
%
Fairmont Oaks Apartments
Gainesville, FL
178

154

87
%
89
%
78
%
78
%
Lake Forest Apartments
Daytona Beach, FL
240

217

90
%
88
%
78
%
78
%
 
 
650

581

89
%
90
%
79
%
78
%
 
 
 
 
 
 
 
 
MF Properties
 
 
 
 
 
 
 
Arboretum
Omaha, NE
145

125

86
%
80
%
72
%
72
%
Eagle Village (2)
Evansfille, IN
511

360

70
%
70
%
75
%
n/a

Glynn Place
Brunswick, GA
128

98

77
%
73
%
67
%
68
%
Maples on 97th (2)
Omaha, NE
258

222

86
%
n/a

84
%
n/a

Meadowview
Highland Heights, KY
118

116

98
%
95
%
89
%
90
%
Residences at DeCordova (3)
Granbury, TX
110

89

81
%
95
%
77
%
86
%
Residences at Weatherford (3)
Weatherford, TX
76

55

72
%
n/a

n/a

n/a

 
 
1,346

1,065

79
%
77
%
76
%
76
%

(1) Economic occupancy is presented for the twelve months ended December 31, 2012 and 2011, 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) Previous period occupancy numbers are not available, as this is a new investment.
(3) Construction on these properties has been completed and the properties are in a lease up and stabilization period. 

28


Non-Consolidated Properties

The owners of the following properties do not meet the definition of a VIE and/or the Partnership has evaluated and determined it is not the primary beneficiary of the VIE, as a result, the Company does not report the assets, liabilities and results of operations of these properties on a consolidated basis.

Arbors of Hickory Ridge - Arbors of Hickory Ridge Apartments is located in Memphis, Tennessee and contains 348 units. The tax-exempt mortgage revenue bond owned by the Partnership was sponsored by the 501(c)3 not-for-profit owner of Arbors of Hickory Ridge.  The tax-exempt mortgage revenue bond has an outstanding principal amount of $11.5 million and has a base interest rate of 6.25% per annum. The bond does not provide for contingent interest. This bond was purchased at par in December 2012. Arbors of Hickory Ridge's operations resulted in net operating income of $568,000 before payment of bond debt service on net revenue of approximately $1.23 million in 2012. The property is current on the payment of principal and interest on the Partnership's bond as of December 31, 2012.

Ashley Square - Ashley Square Apartments is located in Des Moines, Iowa and contains 144 units.  The tax-exempt mortgage revenue bond owned by the Partnership is a traditional “80/20” bond issued prior to the Tax Reform Act of 1986.  This bond requires that 20% of the rental units be set aside for tenants whose income does not exceed 80% of the area median income, without adjustment for household size.  The bond has an outstanding principal amount of $5.3 million and has a base interest rate of 6.25% per annum.  The bond also provides for contingent interest payable from excess cash flow generated by the underlying property through the potential payment of contingent interest.  The bond accrues contingent interest at a rate of 3.0% annually and such contingent interest is payable only if the underlying property generates excess operating cash flows or realizes excess cash through capital appreciation and a related sale or refinancing of the property.  To date, the property has not paid any contingent interest and the Partnership has not recognized any contingent interest income related to this bond. Ashley Square's operations resulted in net operating income of $644,000 and $663,000 before payment of bond debt service on net revenue of approximately $1.36 million and $1.38 million in 2012 and 2011, respectively.  The decrease in net operating income is the result of an increase in administrative expenses and an increase in real estate taxes. The property is current on the payment of principal and base interest on the Partnership's bond as of December 31, 2012.

Autumn Pines - Autumn Pines is located in Humble, Texas and contains 250 units. The tax-exempt mortgage revenue bond owned by the Partnership is a private activity housing bond issued in conjunction with the syndication of LIHTCs.  The bond has an outstanding principal amount of $13.2 million and has a base interest rate of 5.8% per annum.  The bond does not provide for contingent interest. The bond was purchased in November 2010 at a discount from par for approximately $12.3 million providing an approximate effective yield to maturity of 7.0%. Autumn Pines' operations resulted in net operating income of $1.24 million and $1.19 million before payment of bond debt service on net revenue of approximately $2.39 million and $2.38 million in 2012 and 2011, respectively. The improvement in net operating income from 2011 is primarily the result of an increase in economic occupancy. The property is current on principal and interest payments on the Partnership's bond as of December 31, 2012.

Bella Vista - Bella Vista Apartments is located in Gainesville, Texas and contains 144 units.  The tax-exempt mortgage revenue bond owned by the Partnership is a private activity housing bond issued in conjunction with the syndication of LIHTCs.   The bond has an outstanding principal amount of $6.6 million and has a base interest rate of 6.15% per annum.  The bond does not provide for contingent interest.  Bella Vista's operations resulted in net operating income of $639,000 and $583,000 before payment of debt service on net revenue of approximately $1.17 million and $1.12 million in 2012 and 2011, respectively. The increases in net operating income is due to a decrease in utility and repair and maintenance expenses and the increase in revenue is due to higher average rents. The property is current on principal and interest payments on the Partnership's bond as of December 31, 2012.

Bridle Ridge - Bridle Ridge Apartments is located in Greer, South Carolina and contains 152 units.  The tax-exempt mortgage revenue bond owned by the Partnership is a private activity housing bond issued in conjunction with the syndication of LIHTCs.  The bond has an outstanding principal amount of $7.8 million and a base interest rate of 6.0% per annum.  The bond does not provide for contingent interest. Bridle Ridge's operations resulted in net operating income of approximately $717,000 and $702,000 before payment of bond debt service on net revenue of approximately $1.14 million and $1.06 million in 2012 and 2011, respectively. The increase in net operating income is due to an increase in economic occupancy. The property is current on principal and interest payments on the Partnership's bond as of December 31, 2012.


29


Brookstone - Brookstone Apartments is located in Waukegan, Illinois and contains 168 units.  The tax-exempt mortgage revenue bond owned by the Partnership is a private activity housing bond issued in conjunction with the syndication of LIHTCs.  The bond has an outstanding principal amount of $9.4 million and a base interest rate of 5.45% per annum.  The bond does not provide for contingent interest. These bonds were purchased in October 2009 at a discount from par for approximately $7.3 million providing an approximate yield to maturity of 7.5%. Brookstone's operations resulted in net operating income of $895,000 and $905,000 before payment of bond debt service on net revenue of approximately $1.35 million and $1.33 million in 2012 and 2011, respectively. The decrease in net operating income is due to an increase in utility and salary expenses. The property is current on principal and interest payments on the Partnership's bond as of December 31, 2012.

Cross Creek - Cross Creek Apartments is located in Beaufort, South Carolina and contains 144 units.  The tax-exempt mortgage revenue bond owned by the Partnership is a private activity housing bond issued in conjunction with the syndication of LIHTCs. The bond has an outstanding principal amount of $8.6 million and has a base interest rate of 6.15% per annum. The bond does not provide for contingent interest. These bonds were purchased in April 2009 at a discount from par for approximately $5.9 million providing an approximate yield to maturity of 7.4%. Cross Creek's operations resulted in net operating income of $453,000 and $411,000 before payment of bond debt service on net revenue of approximately $1.12 million and $1.17 million in 2012 and 2011, respectively.  This increase in net operating income is due to a decrease in real estate taxes offset by a decrease in economic occupancy. The property is current on the payment of principal and base interest on the Partnership's bond as of December 31, 2012.

Iona Lakes - Iona Lakes Apartments is located in Fort Myers, Florida and contains 350 units.  The tax-exempt mortgage revenue bond owned by the Partnership is a traditional “80/20” bond issued prior to the Tax Reform Act of 1986.  The bond has an outstanding principal amount of $15.5 million and has a base interest rate of 6.9% per annum.  The bond also provides for contingent interest payable from excess cash flow generated by the underlying property through the potential payment of contingent interest.  The bond accrues contingent interest at a rate of 2.6% annually and such contingent interest is payable only if the underlying property generates excess operating cash flows or realizes excess cash through capital appreciation and a related sale or refinancing of the property.  To date, the Partnership has realized $8,001 contingent interest income related to this bond.  Iona Lake's operations resulted in net operating income of $1.11 million and $1.08 million before payment of bond debt service on net revenue of approximately $2.68 million and $2.67 million in 2012 and 2011, respectively.  The increase in net operating income was a result of a decrease in advertising and utility expenses. The property is current on the payment of principal and base interest on the Partnership's bond as of December 31, 2012.

Runnymede Apartments - Runnymede Apartments is located in Austin, Texas and contains 252 units. The tax-exempt mortgage revenue bond owned by the Partnership is a private activity housing bond issued in conjunction with the syndication of LIHTCs.  The bond has an outstanding principal amount of $10.6 million and has a base interest rate of 6.00%.  The bond does not provide for contingent interest. Runnymede's operations resulted in net operating income of $1.10 million and $995,000 before payment of bond debt service on net revenue of approximately $2.18 million and $2.07 million in 2012 and 2011 respectively.  The increase in net operating income is due to an increase in economic occupancy.  The property is current on principal and interest payments on the Partnership's bond as of December 31, 2012.

South Park Ranch Apartments - South Park Ranch Apartments is located in Austin, Texas and contains 192 units.  The tax-exempt mortgage revenue bond owned by the Partnership is a private activity housing bond issued in conjunction with the syndication of LIHTCs.  The bond has an outstanding principal amount of $13.9 million and has a base interest rate of 6.13% per annum.  The bond does not provide for contingent interest. These bonds were purchased in August 2009 at a discount from par for approximately $11.9 million providing an approximate yield to maturity of 6.8%. South Park's operations resulted in net operating income of $1.23 million and $1.18 million before payment of bond debt service on net revenue of approximately $1.95 million and $1.86 million in 2012 and 2011, respectively.  The increase in net operating income is due to an increase in economic occupancy. The property is current on principal and interest payments on the Partnership's bond as of December 31, 2012.

Villages at Lost Creek - Villages at Lost Creek is located in San Antonio, Texas and contains 261 units. The tax-exempt mortgage revenue bond owned by the Partnership is a private activity housing bond. The bond has an outstanding principal amount of $18.3 million and has a base interest rate of 6.25% per annum.  The bond does not provide for contingent interest. The bond were purchased in May 2010 at a discount from par for approximately $15.9 million providing an approximate yield to maturity of 7.6%. Lost Creek's operations resulted in net operating income of approximately $1.64 million and $1.54 million before payment of bond debt service on net revenue of approximately $2.45 million and $2.42 million in 2012 and 2011, respectively. The increase in net operating income is due to an increase in economic occupancy. The property is current on principal and interest payments on the Partnership's bond as of December 31, 2012.
 

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Woodland Park - Woodland Park is located in Topeka, Kansas and contains 236 units. The tax-exempt mortgage revenue bonds owned by the Partnership are private activity housing bonds. The bonds were issued in a Series A and B. The Series A bond has an outstanding principal amount of $15.0 million and a base interest rate of 6.0% per annum.  The Series B bond has an outstanding principal amount of $0.7 million and a base interest rate of 8.0% per annum.  The bonds do not provide for contingent interest. In May 2010, there were insufficient funds available to the property to meet debt service requirements and the property owner did not provide additional capital to fund the shortfall. As a result, a payment default on the bonds has occurred. In order to protect its investment, the Partnership issued a formal notice of default through the bond trustee and started the judicial foreclosure process. On February 28, 2013, the court issued a ruling confirming the bond trustee's right to foreclose its first mortgage on the Woodland Park property and confirming that the first mortgage securing the bond is senior to mechanic's liens filed on the property. Although the court's ruling is subject to appeal, the bond trustee has commenced foreclosure proceeding and we believe the Partnership will be able to acquire title to the Woodland Property within 75 days. Upon successfully taking ownership of Woodland Park, the Partnership will have the option of selling the property after converting it to 100% market-rate rents or maintaining the property as a rent restricted property and seeking to place new tax-exempt financing on the property and acquire the bonds. Although the foreclosure process has taken longer than originally anticipated, the Company continues to believe that the fair value of the Woodland Park property equals or exceeds the carrying amount of the Woodland Park tax-exempt mortgage revenue bond.

As of December 31, 2011, the property had 215 units leased out of total available units of 236, or 91% physical occupancy. As of December 31, 2012 the occupancy had decreased to 211 units leased, or 89% physical occupancy. America First Properties Management Company, LLC, an affiliate of AFCA 2, provides management for this property. Measures have been implemented that we believe will maintain the physical occupancy of this property at or above 89% for 2013, which will ensure ensure that net operating income is in line with what had been projected for 2013 in the most recent evaluation for other than temporary impairment. Woodland's operations resulted in net operating income of $562,000 and $754,000 before payment of bond debt service on revenue of $1.61 million and $1.55 million in 2012 and 2011, respectively. The decrease in operating income is due to an increase in real estate taxes, salary and administrative expenses for the year. The Partnership has completed an impairment evaluation of the Woodland Park bond and concluded that no other-than-temporary impairment existed at December 31, 2012 and 2011 (see Note 2 for discussion of the Partnership's impairment testing method).  However, the evaluation identified that the interest receivable on the Woodland Park bond was impaired and an approximate $452,700 and $953,000 provision for loss on interest receivables was recorded in 2012 and 2011. The Partnership will record an allowance and bad debt expense against the bond interest receivable accrued in the future until the Partnership acquires title to the Woodland Park property through the foreclosure process.

Woodlynn Village - Woodlynn Village is located in Maplewood, Minnesota and contains 59 units.  The tax-exempt mortgage revenue bond owned by the Partnership is a private activity housing bond issued in conjunction with the syndication of LIHTCs.  The bond has an outstanding principal amount of $4.5 million and has a base interest rate of 6.0% per annum.  The bond does not provide for contingent interest. Woodlynn Village's operations resulted in net operating income of $399,000 and $402,000 before payment of bond debt service on net revenue of approximately $606,000 and $599,000 in 2012 and 2011 respectively.  The decrease in net operating income is due primarily to an increase in real estate taxes and utility expenses offset by a slight increase in economic occupancy. The property is current on principal and interest payments on the Partnership's bond as of December 31, 2012.

Consolidated VIEs - Continuing Operations

The owners of the following properties have been determined to meet the definition of a VIE and the Partnership has been determined to be the Primary Beneficiary. As a result, the Company reports the assets, liabilities and results of operations of these properties on a consolidated basis.

Bent Tree - Bent Tree Apartments is located in Columbia, South Carolina and contains 232 units.  The tax-exempt mortgage revenue bond owned by the Partnership is a traditional “80/20” bond issued prior to the Tax Reform Act of 1986.  The bond has an outstanding principal amount of $7.6 million and has a base interest rate of 6.25% per annum.  The bond also provides for contingent interest payable from excess cash flow generated by the underlying property through the potential payment of contingent interest.  The bond accrues contingent interest at a rate of 1.9% annually and such contingent interest is payable only if the underlying property generates excess operating cash flows or realizes excess cash through capital appreciation and a related sale or refinancing of the property.  To date, the property has not paid any contingent interest and the Partnership has not recognized any contingent interest income related to this bond. Bent Tree's operations resulted in net operating income of $571,000 and $526,000 before payment of bond debt service on net revenue of approximately $1.58 million and $1.51 million in 2012 and 2011, respectively.  The increase in net operating income is due to an increase in economic occupancy along with a decrease in utilities expenses and repair and maintenance expenses. The property is current on the payment of principal and base interest on the Partnership's bond as of December 31, 2012.


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Fairmont Oaks - Fairmont Oaks Apartments is located in Gainesville, Florida and contains 178 units.  The tax-exempt mortgage revenue bond owned by the Partnership is a traditional “80/20” bond issued prior to the Tax Reform Act of 1986.  The bond has an outstanding principal amount of $7.4 million and has a base interest rate of 6.3% per annum.  The bond also provides for contingent interest payable from excess cash flow generated by the underlying property through the potential payment of contingent interest.  The bond accrues contingent interest at a rate of 2.2% annually and such contingent interest is payable only if the underlying property generates excess operating cash flows or realizes excess cash through capital appreciation and a related sale or refinancing of the property.  To date, the Partnership has realized $57,000 in contingent interest income related to this bond.   Fairmont Oak's operations resulted in net operating income of $626,000 and $647,000 before payment of bond debt service on net revenue of approximately $1.39 million and $1.38 million in 2012 and 2011, respectively.  The decrease in net operating income is the result of an increase in real estate taxes and property insurance. The property is current on the payment of principal and base interest on the Partnership's bond as of December 31, 2012.
 
Lake Forest - Lake Forest Apartments is located in Daytona Beach, Florida and contains 240 units.  The tax-exempt mortgage revenue bond owned by the Partnership is a traditional “80/20” bonds issued prior to the Tax Reform Act of 1986.  The bond has an outstanding principal amount of $9.1 million and has a base interest rate of 6.25% per annum.  The bond also provides for contingent interest payable from excess cash flow generated by the underlying property through the potential payment of contingent interest.  The bond accrues contingent interest at a rate of 1.6% annually and such contingent interest is payable only if the underlying property generates excess operating cash flows or realizes excess cash through capital appreciation and a related sale or refinancing of the property.  To date, the Partnership has realized approximately $21,000 of contingent interest income related to this bond.   Lake Forest's operations resulted in net operating income of $694,000 and $753,000 before payment of bond debt service on net revenue of approximately $1.84 million and $1.82 million in 2012 and 2011, respectively.  The decrease in net operating income is a result of an increase in administrative expense and repair and maintenance expenses . The property is current on the payment of principal and base interest on the Partnership's bond as of December 31, 2012.

In February 2011, the Partnership foreclosed on the bonds secured by DeCordova and Weatherford and one of the Partnership's subsidiaries took 100% ownership interest in these limited liability companies. Both properties were previously reported as Consolidated VIEs and are now are reported as MF Properties (see discussion below).

MF Properties

Seven MF Properties are owned by various Partnership subsidiaries. Such subsidiaries hold a 99% limited partner interest in three limited partnerships and 100% member positions in four limited liability companies. The seven properties are encumbered by mortgage loans with an aggregate principal balance of $39.1 million at December 31, 2012. The Company reports the assets, liabilities, and results of operations of these properties on a consolidated basis.

Arboretum - Arboretum is located in Omaha, Nebraska and contains 145 units and was acquired in March 2011, for approximately $20.4 million. This is an independent senior living facility. The Arboretum's operations resulted in recognition by the Company of net operating income of approximately $1.11 million on net revenue of approximately $2.47 million in 2012.

Eagle Village - Eagle Village Apartments is located in Evansville, Indiana and contains 511 units and was acquired in June 2011, for approximately $12.0 million. This is a student housing facility. Eagle Village's operations resulted in recognition by the Company of net operating income of approximately $898,000 on net revenue of approximately $1.96 million in 2012.

Glynn Place - Glynn Place Apartments is located in Brunswick, Georgia and contains 128 units and was acquired in October 2008. Glynn Place Apartment's operations resulted in the recognition by the Company of approximately $230,000 and $267,000 of net operating income on revenue of approximately $736,000 and $742,000 during 2012 and 2011, respectively. The decrease in net operating income is due primarily to an increase in repair and maintenance expenses.

Maples on 97th - Maples on 97th Apartments is located in Omaha, NE and contains 258 units. These apartments were acquired in August 2012 through a Qualified Exchange Accommodation Agreement and the Company records the operating results from this property as a result of a Master Lease Agreement executed with the consolidated VIE that owned the property in 2012. Maples on 97th's operations resulted in the recognition by the Company of approximately $136,000 of net operating income on revenue of approximately $604,000 in 2012.

Meadowview - Meadowview Apartments is located in Highland Heights, Kentucky and contains 118 units and was acquired in July 2007. Meadowview's operations resulted in recognition by the Company of net operating income of approximately $529,000 and $506,000 on net revenue of approximately $1.08 million and $967,000 in 2012 and 2011, respectively.  The increase in net operating income is the result of a decrease in utility expenses.


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Residences at DeCordova - This property is a senior (55+) affordable housing project located in Granbury, Texas in the Dallas-Fort Worth area.  The Company acquired ownership of the property through foreclosure in February 2011. At this time, the Partnership is operating the 110 unit property as a market rate rental property. DeCordova's operations resulted in recognition by the Company of net operating income of approximately $344,000 on net revenue of approximately $734,000 in 2012. In February 2012, the Company secured a $2.0 million construction loan for the expansion of the DeCordova property and an additional 34 units were constructed and completed adjacent to the first phase in August 2012.  The construction loan is with an unrelated third party. Upon lease stabilization, the Partnership will evaluate its options in order to recoup its investment.

Residences at Weatherford - This property is a senior (55+) affordable housing project with 76 units located in Weatherford, Texas in the Dallas-Fort Worth area. The Company acquired ownership of the property through foreclosure in February 2011. In July 2011, the Company obtained a construction loan secured by the DeCordova and Weatherford properties. The $6.4 million construction loan funded the completion of Weatherford and is with an unrelated third party. This property was completed in April 2012 and the Partnership is operating the property as a market rate rental property. Weatherford's operations resulted in recognition by the Company of net operating loss of approximately $73,000 on net revenue of approximately $255,000 in 2012. The Partnership expects to operate the property as a market rate property and, upon lease stabilization, will evaluate its options in order to recoup its investment.

MF Properties Reported as Discontinued Operations

There are four properties which serve as the collateral for tax-exempt mortgage revenue bonds owned by the Partnership. These tax-exempt mortgage revenue bonds are eliminated upon consolidation because 1) the Partnership previously owned the four multi-family properties prior to purchasing the tax-exempt mortgage revenue bonds and 2) the Partnership has yet to be able to recognize for accounting purposes the sale of these MF Properties in conjunction with purchasing the tax-exempt mortgage revenue bonds. The limited partner owners of each of these four properties have commitments to make sufficient capital contributions that will allow for real estate sales to be recognized upon the investment by such limited partner owners. The Partnership currently expects to recognize real estate sales for these four properties during 2013. The following is a summary of the financial performance of these four properties:

Crescent Village - Crescent Village Townhomes is located in Cincinnati, Ohio and contains 90 units and was acquired in July 2007.  The consolidation of Crescent Village's operations resulted in recognition by the Company of net operating income of approximately $393,000 and $324,000 on net revenue of approximately $825,000 and $731,000 in 2012 and 2011, respectively.  The increase in net operating income is the result of an increase in economic occupancy along with a decrease in utility and advertising expenses. The property is current on the payment of principal and interest on the Partnership's bonds as of December 31, 2012.

Greens of Pine Glen - Greens of Pine Glen Apartments is located in Durham, North Carolina and contain 168 units and was acquired in February 2009. The Greens of Pine Glen Apartment's operations resulted in the recognition by the Company of approximately $585,000 and $588,000 of net operating income on revenue of approximately $1.39 million and $1.33 million during 2012 and 2011, respectively. The decrease of net operating income is the result of an increase in salaries expenses, offset by an increase in economic occupancy. The property is current on the payment of principal and interest on the Partnership's bonds as of December 31, 2012.

Post Woods -   Post Woods Townhomes is located in Reynoldsburg, Ohio and contains 180 units and was acquired in July 2007. The consolidation of Post Woods' operations resulted in the recognition by the Company of net operating income of approximately $699,000 and $747,000 on net revenue of approximately $1.60 million and $1.49 million in 2012 and 2011, respectively.  The decrease in net operating income is a result of an increase real estate taxes, salary and repair and maintenance expenses, offset by an increase in economic occupancy. The property is current on the payment of principal and interest on the Partnership's bonds as of December 31, 2012.

Willow Bend - Willow Bend Townhomes is located in Columbus (Hilliard), Ohio and contains 92 units and was acquired in July 2007. The consolidation of Willow Bend's operations resulted in recognition by the Company of net operating income of approximately $336,000 and $351,000 on net revenue of approximately $832,000 and $788,000 in 2012 and 2011, respectively.  The decrease in net operating income is the result of an increase in real estate taxes and administrative expenses, offset by an increase in economic occupancy. The property is current on the payment of principal and interest on the Partnership's bonds as of December 31, 2012.

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Results of Operations

The Consolidated Company

The tables below compare the results of operations for the Company for 2012, 2011, and 2010:

 
 
For the
Year Ended
December 31, 2012
 
For the
Year Ended
December 31, 2011
 
For the
Year Ended
December 31, 2010
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
Property revenues
 
$
12,654,530

 
$
10,976,250

 
$
9,106,667

Investment income
 
11,078,467

 
9,497,281

 
6,881,314

Gain on sale and retirement of bonds
 
680,444

 
445,257

 
—

Other interest income
 
150,882

 
485,679

 
455,622

Other income
 
555,328

 
294,328

 
—

Gain on early extinguishment of debt
 
—

 
—

 
435,395

   Total Revenues
 
25,119,651

 
21,698,795

 
16,878,998

 
 
 
 
 
 
 
Expenses:
 
 
 
 
 
 
Real estate operating (exclusive of items shown below)
 
7,877,931

 
6,758,707

 
6,060,676

Provision for loss on receivables
 
452,700

 
952,700

 
—

Provision for loan loss
 
—

 
4,242,571

 
562,385

Asset impairment charge - Weatherford
 
—

 
—

 
2,528,852

Depreciation and amortization
 
4,982,030

 
3,963,502

 
3,590,151

Interest
 
5,530,995

 
5,441,700

 
1,887,823

General and administrative
 
3,512,233

 
2,764,970

 
2,383,784

    Total Expenses
 
22,355,889

 
24,124,150

 
17,013,671

Income (loss) from continuing operations
 
2,763,762

 
(2,425,355
)
 
(134,673
)
Income (loss) from discontinued operations (including gain on sale of MF Properties of $1,406,608 in 2012)
 
2,232,276

 
752,192

 
(469,518
)
Net income (loss )
 
4,996,038

 
(1,673,163
)
 
(604,191
)
Net income (loss) attributable to noncontrolling interest
 
549,194

 
570,759

 
(203,831
)
Net income (loss) - America First Tax Exempt Investors, L. P.
 
$
4,446,844

 
$
(2,243,922
)
 
$
(400,360
)

Year Ended December 31, 2012 Compared to the Year Ended December 31, 2011

Property revenues.  Property revenues increased approximately $2.7 million from the addition of Eagle Village and Arboretum which was acquired after the first quarter 2011, DeCordova and Weatherford which began leasing in 2012, and Maples on 97th which was acquired in third quarter 2012. Offsetting these increases was an approximate $1.1 million reduction in revenue due to the deconsolidation of Iona Lakes (which occurred in June 2011). Annual net rental revenues per unit related to the MF Properties increased to $5,705 per unit in 2012 from $4,974 in 2011. The annual net rental revenues per unit related to the Consolidated VIEs increased to approximately $7,064 in 2012 from approximately $6,973 in 2011.

Investment income.   Investment income increased during 2012 as compared to 2011 due to offsetting factors. The increases are due to the additional tax-exempt interest payments of approximately $2.3 million from the acquisitions of the PHC Certificates, the Arbors at Hickory Ridge tax-exempt mortgage revenue bond, the MBS, and the Vantage at Judson tax-exempt mortgage revenue bond in 2012 and approximately $444,000 due to the deconsolidation of Iona Lakes in the second quarter 2011. Offsetting these increases was an approximate $659,000 decrease attributable to the redemptions of Briarwood Manor Apartments and Clarkson College tax-exempt mortgage revenue bonds and approximately $230,000 due to the foreclosure of Weatherford in 2011.
 
Gain on sale and retirements of bonds. Approximately $668,000 of the gain on sale and retirements of bonds is the result of the sale of the GMF-Madison Tower and GMF-Warren/Tulane tax-exempt mortgage revenue bonds in May 2012. Approximately $445,000 on the gain on sale and retirements of bonds reported for fiscal 2011 is the result of the gain on the Briarwood tax-exempt mortgage revenue bond retirement during 2011. 

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Other interest income.  Other interest income is comprised mainly of interest income on taxable loans held by the Company. The decrease in other interest income is attributable to lower levels of taxable loans outstanding in 2012.

 Other income.  Approximately $555,000 reported in 2012 is the payment on a property owner promissory note received upon the restructuring of the Arbors at Hickory Ridge tax-exempt mortgage revenue bond. Other income in 2011 is comprised mostly of the forgiveness of third party debt related to the DeCordova foreclosure and a $150,000 prepayment penalty received from the Foundation for Affordable Housing in third quarter 2011.
 
Real estate operating expenses.  Real estate operating expenses associated with the MF Properties and the Consolidated VIEs is comprised principally of real estate taxes, property insurance, utilities, property management fees, repairs and maintenance, and salaries and related employee expenses of on-site employees. A portion of real estate operating expenses are fixed in nature, thus a decrease in physical and economic occupancy would result in a reduction in operating margins. Conversely, as physical and economic occupancy increase, the fixed nature of these expenses will increase operating margins as these real estate operating expenses would not increase at the same rate as rental revenues.  The overall increase in real estate operating expenses was due to various factors. The Arboretum and Eagle Village properties reported approximately $507,000 of expenses which were not included in 2011, Weatherford reported approximately $328,000 of expenses as an MF Property for 2012 as it began lease-up in late March 2012, and DeCordova reported an additional approximate $129,000 due to the beginning lease-up of its 34 new units in third quarter 2012. In addition, Maples on 97th Apartments and the EAT reported approximately $468,000 of acquisition and operating expenses as it was acquired in third quarter 2012. The remaining increases were related to the existing VIEs and MF Properties normal operating expense increases in salaries, utilities, insurance and repair and maintenance. These increases in expenses were offset by approximately $678,000 reduction in operating expenses due to the deconsolidation of Iona Lakes in 2011.

Provision for loss on receivables. During 2012, two interest payments from the Woodland Park bond were received and the remaining accrued interest of approximately $452,700 has been reserved. During the second quarter of 2011, an impairment of the interest receivable on the Woodland Park bond occurred and an allowance for loss of approximately $953,000 was recorded against the accrued bond interest receivable in 2011.

Provision for loan loss. During 2011, the Company recorded an allowance against the Iona Lakes taxable loan. No such provisions for loan losses were recorded against taxable loans during 2012.

Depreciation and amortization expense.  Depreciation and amortization consists primarily of depreciation associated with the apartment properties of the Consolidated VIEs and the MF Properties, amortization associated with in-place lease intangible assets recorded as part of the purchase accounting for the acquisition of MF Properties and deferred finance cost amortization related to the closing of the TEBS and TOB Credit Facilities. The increase in depreciation and amortization expense from the 2011 to 2012 is related to approximately $1.3 million from the Arboretum property (acquired on March 31, 2011), the Eagle Village property acquired at the end of June 2011, the additional depreciation recorded once the Weatherford and DeCordova's construction was completed and placed in service in second and third quarter 2012, and the acquisition of Maples on 97th acquired in third quarter of 2012. Offsetting this increase is the approximate $317,000 decrease in depreciation and amortization expense due to the deconsolidation of Iona Lakes in second quarter 2011.

Interest expense. The increase in interest expense during 2012 compared to 2011 was due to offsetting factors. The Company's borrowing cost remained at approximately 2.7% per annum for both 2011 and 2012. However, the Company realized approximately $1.2 million increase in interest expense as a result of the higher average principal of outstanding debt in 2012 as compared to 2011. Offsetting this increase was the approximate $1.1 million decrease from the mark to market adjustment of the Company's derivatives. These interest rate derivatives do not qualify for hedge accounting and, accordingly, they are carried at fair value, with changes in fair value included in current period earnings within interest expense.

General and administrative expenses. The increase in general and administrative expenses is mainly due to incentive compensation, increases in administrative fees due to the purchase of PHC Certificates and MBS and increases in professional fees.


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Year Ended December 31, 2011 Compared to the Year Ended December 31, 2010

Property revenues.  Property revenues increased mainly as a result of additional MF Properties. The Arboretum was acquired on March 31, 2011, and added approximately $1.8 million to property revenues during 2011. Eagle Village was acquired on June 29, 2011 and added approximately $945,000 to property revenues in 2011. Partially offsetting this increase was an approximately $1.4 million decrease in revenue due to the deconsolidation of Iona Lakes. The remaining increase is primarily attributable to the increased economic occupancy at the existing MF Properties year over year. Annual net rental revenues per unit related to the MF Properties decreased to $4,974 per unit in 2011 from $6,369 in 2010. This was due to the acqusition of the Eagle Village student housing project which was acquired in 2011. The annual net rental revenues per unit related to the Consolidated VIEs increased to approximately $6,973 in 2011 from approximately $6,888 in 2010.

Investment income.  Investment income increased during 2011 due to a higher level of bond investments. Total bond investments at December 31, 2011 were approximately $135.7 million as compared to approximately $100.6 million at December 31, 2010. Interest payments of approximately $1.9 million were received from tax-exempt mortgage revenue bonds that the Company did not hold during 2010. The deconsolidation of Iona Lakes resulted in an approximate $635,000 increase in bond investment income during 2011 as compared to 2010. In addition, the Company realized approximately $308,000 of contingent interest from the Clarkson College bond retirement in second quarter 2011.

Gain on sale and retirements of bonds. Approximately $445,000 is the gain on the Briarwood tax-exempt mortgage revenue bond retirement during 2011. 

 Other interest income.  Other interest income is comprised mainly of interest income on taxable loans held by the Company. The increase in other interest income is attributable to higher levels of taxable loans outstanding in 2011.

Other income.  Other income is comprised of two separate items. Approximately $144,000 is related to the forgiveness of debt from an unrelated third party related to the DeCordova foreclosure which occurred in first quarter 2011 and the payment of a $150,000 prepayment penalty received from the Foundation for Affordable Housing.

Gain on early extinguishment of debt. In June 2010, the Company had the opportunity to acquire at a discount, and thereby retire, the $12.8 million outstanding mortgage debt secured by the Ohio Properties. The early extinguishment of this debt resulted in a gain of approximately $435,000 in 2010.

Real estate operating expenses.  Real estate operating expenses increased from approximately $6.1 million in 2010 to approximately $6.8 million in 2011 due to the following offsetting factors. During 2011, real estate expenses increased approximately $1.2 million due to the addition of the Arboretum property, approximately $286,000 of which were acquisition related expenses, and approximately $667,000 due to the addition of the Eagle Village property. The deconsolidation of Iona Lakes reduced expenses by approximately $1.0 million when comparing 2011 to 2010. In addition, the Ohio Property rehabilitation caused a reduction in real estate taxes, insurance and repairs and maintenance expenses year over year.

Provision for loss on receivables. During the second quarter of 2011, an impairment of the interest receivable on the Woodland Park bond occurred and an allowance for loss of approximately $953,000 was recorded against the accrued bond interest receivable in 2011.

Provision for loan loss. During 2011 and 2010, the Company determined that a portion of the taxable property loans were potentially impaired and an additional allowance for bad debt should be recorded.   An allowance for bad debt and an associated provision for loan loss of approximately $4.2 million was recorded against the Iona Lakes taxable loan in 2011. In 2010, approximately $212,000 was recorded against the Woodland Park taxable loan and $350,000 was recorded against the cross collateralized Ashley Square and Cross Creek taxable loans as an allowance for bad debt and an associated provision for loan loss.

Asset impairment charge - Weatherford. As a result of a decision by the Texas Department of Housing and Community Affairs to terminate the anticipated Tax Credit Assistance Program funding for the Residences at Weatherford in October 2010, the Company determined that the property fixed assets and the associated tax-exempt mortgage revenue bond on this project were impaired and recorded an asset impairment charge of approximately $2.7 million in the third quarter of 2010. The resulting charge was attributable to the unitholders. In February 2011, the Company completed foreclosure proceedings on the bond issued on this property and now owns the property directly. No impairment charges were recorded on this project in 2011.


36


Depreciation and amortization expense.  Depreciation and amortization consists primarily of depreciation associated with the apartment properties of the Consolidated VIEs and the MF Properties, amortization associated with in-place lease intangible assets recorded as part of the purchase accounting for the acquisition of MF Properties and deferred finance cost amortization related to the closing of the TEBS and TOB Credit Facilities. The increase in depreciation and amortization expense from 2010 to 2011 is related to offsetting factors. Approximately $742,000 of depreciation expense and approximately $163,000 of in-place lease amortization increases are directly related to the new MF Properties acquired in 2011. This was offset by the reduction of approximately $446,000 depreciation expense due to the deconsolidation of Iona Lakes and the $197,000 reduction of amortization expense related to reduced deferred financing costs. The remaining increase is attributable to depreciation on newly capitalized and newly acquired assets.

Interest expense. The increase in interest expense during 2011 compared to 2010 was due to offsetting factors. The Company's borrowing cost decreased from approximately 3.7% per annum in 2010 to approximately 2.7% resulting in an approximate decrease of $725,000 when comparing 2011 to 2010. Offsetting this decrease was an approximate $1.5 million increase resulting from the higher average principal of outstanding debt. The remaining approximate $2.7 million increase was the result of the mark to market adjustment of the Company's derivatives. These interest rate derivatives do not qualify for hedge accounting and, accordingly, they are carried at fair value, with changes in fair value included in current period earnings within interest expense.

General and administrative expenses. General and administrative expenses increased in 2011 as compared to 2010. Approximately $179,000 of this increase is due to administration fees paid to AFCA2 as a result of new investments. The remaining increase is related to increased salary and insurance expenses offset by a reduction in professional fees.


37


The Partnership
 
The following discussion of the Partnership's results of operations for the years ended December 31, 2012, 2011 and 2010 reflects the operations of the Partnership without the consolidation of the Consolidated VIEs required by the accounting guidance on consolidations. The Ohio Properties and the Green property are reflected as discontinued operations and not Tax-Exempt Bond Investments in the following discussion.

This information reflects the information used by management to analyze the Partnership's operations and is reflective of the consolidated operations of the Tax-Exempt Bond Investments segment, the MF Properties segment, the Public Housing Capital Fund Trusts segment, and the Mortgage-backed Securities segment as presented in Note 20 to the financial statements.

 
 
For the
Year Ended
December 31, 2012
 
For the
Year Ended
December 31, 2011
 
For the
Year Ended
December 31, 2010
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
Property revenues
 
$
7,846,812

 
$
5,066,443

 
$
1,619,229

Investment income
 
12,599,284

 
11,515,237

 
10,223,269

Gain on sale and retirement of bonds
 
680,444

 
445,257

 
—

Other interest income
 
150,882

 
485,679

 
488,427

Other income
 
557,300

 
189,340

 
—

Gain on early extinguishment of debt
 
—

 
—

 
435,395

   Total Revenues
 
21,834,722

 
17,701,956

 
12,766,320

Expenses:
 
 
 
 
 
 
Real estate operating (exclusive of items shown below)
 
4,604,870

 
3,154,290

 
961,221

Provision for loss on receivables
 
452,700

 
952,700

 
—

Provision for loan loss
 
—

 
4,242,571

 
1,147,716

Asset impairment charge - Weatherford
 
—

 
—

 
2,716,330

Depreciation and amortization
 
3,447,316

 
2,281,541

 
1,337,859

Interest
 
5,530,995

 
5,441,700

 
1,887,823

General and administrative
 
3,512,233

 
2,764,970

 
2,383,784

   Total Expenses
 
17,548,114

 
18,837,772

 
10,434,733

Net income (loss)
 
4,286,608

 
(1,135,816
)
 
2,331,587

Income (loss) from discontinued operations (including gain on sale of MF Properties of $1,408,608 in 2012)
 
2,232,276

 
752,192

 
(469,518
)
Net income (loss)
 
6,518,884

 
(383,624
)
 
1,862,069

Net income (loss) attributable to noncontrolling interest
 
549,194

 
570,759

 
(203,831
)
Net income (loss) - America First Tax Exempt Investors, L.P.
 
$
5,969,690

 
$
(954,383
)
 
$
2,065,900


Year Ended December 31, 2012 Compared to the Year Ended December 31, 2011

Property revenues.  Property revenues increased approximately $2.7 million from the addition of Eagle Village and Arboretum which was acquired after the first quarter 2011, DeCordova and Weatherford which began leasing in 2012, and Maples on 97th which was acquired in third quarter 2012. Annual net rental revenues per unit related to the MF Properties increased to $5,705 per unit in 2012 from $4,974 in 2011.

Investment income.  Investment income increased during 2012 as compared to 2011 due to offsetting factors. The increases are due to the additional tax-exempt interest payments of approximately $2.3 million from the the PHC Certificates, the Arbors at Hickory Ridge tax-exempt mortgage revenue bond, MBS, and the Vantage at Judson tax-exempt mortgage revenue bond acquired in 2012. Offsetting these increases was an approximate $659,000 decrease attributable to the redemptions of Briarwood Manor Apartments and Clarkson College tax-exempt mortgage revenue bonds and approximately $230,000 due to the foreclosure of Weatherford in 2011.


38


Gain on sale and retirements of bonds. Approximately $668,000 of the gain on sale and retirements of bonds is the result of the sale of the GMF-Madison Tower and GMF-Warren/Tulane tax-exempt mortgage revenue bonds in May 2012. Approximately $445,000 on the gain on sale and retirements of bonds is the result of the gain on the Briarwood tax-exempt mortgage revenue bond retirement. 

Other interest income.  Other interest income is comprised mainly of interest income on taxable loans held by the Company. The decrease in other interest income is attributable to lower levels of taxable loans outstanding in 2012.

Other income.  The $557,300 reported in 2012 is the payment on a property owner promissory note received upon the restructuring of the Arbors at Hickory Ridge tax-exempt mortgage revenue bond. Other income in 2011 is comprised mostly of the forgiveness of third party debt related to the DeCordova foreclosure and a $150,000 prepayment penalty received from the Foundation for Affordable Housing in third quarter 2011 which was not repeated in 2012.
   
Real estate operating expenses. Real estate operating expenses associated with the MF Properties is comprised principally of real estate taxes, property insurance, utilities, property management fees, repairs and maintenance, and salaries and related employee expenses of on-site employees. A portion of real estate operating expenses are fixed in nature, thus a decrease in physical and economic occupancy would result in a reduction in operating margins. Conversely, as physical and economic occupancy increase, the fixed nature of these expenses will increase operating margins as these real estate operating expenses would not increase at the same rate as rental revenues.  The overall increase in real estate operating expenses was due to various factors. The Arboretum and Eagle Village properties reported approximately $507,000 of expenses which were not included in 2011, Weatherford reported approximately $328,000 of expenses as an MF Property for 2012 as it began lease-up in late March 2012, and DeCordova reported an additional approximate $129,000 due to the beginning lease-up of its 34 new units in third quarter 2012. In addition, Maples on 97th Apartments reported approximately $243,000 of acquisition and operating expenses as it was acquired in third quarter 2012. The remaining increases were related to the existing MF Properties normal operating expense increases in salaries, utilities, insurance and repair and maintenance.

Provision for loss on receivables. During 2012, two interest payments from the Woodland Park bond were received and the remaining accrued interest of approximately $452,700 has been reserved. During the second quarter of 2011, an impairment of the interest receivable on the Woodland Park bond occurred and an allowance for loss of approximately $953,000 was recorded against the accrued bond interest receivable in 2011.

Depreciation and amortization expense.  Depreciation and amortization consists primarily of depreciation associated with the MF Properties, amortization associated with in-place lease intangible assets recorded as part of the purchase accounting for the acquisition of MF Properties and deferred finance cost amortization related to the closing of the TEBS and TOB Credit Facilities. The increase in depreciation and amortization expense from the 2011 to 2012 is related to approximately $1.1 million from the Arboretum property (acquired on March 31, 2011), the Eagle Village property acquired at the end of June 2011, the additional depreciation recorded once the Weatherford and DeCordova's construction was completed and placed in service in second and third quarters of 2012, and the acquisition of Maples on 97th acquired in third quarter of 2012.

Interest expense. The increase in interest expense during 2012 compared to 2011 was due to offsetting factors. The Company's borrowing cost remained at approximately 2.7% per annum for both 2011 and 2012. However, the Company realized approximately $1.2 million increase in interest expense as a result of the higher average principal of outstanding debt in 2012 as compared to 2011. Offsetting this increase was the approximate $1.1 million decrease from the mark to market adjustment of the Company's derivatives. These interest rate derivatives do not qualify for hedge accounting and, accordingly, they are carried at fair value, with changes in fair value included in current period earnings within interest expense.

General and administrative expenses. The increase in general and administrative expenses is mainly due to incentive compensation, increases in administrative fees due to the increased bond portfolio and increases in professional fees.

Year Ended December 31, 2011 Compared to the Year Ended December 31, 2010
 
Property revenues.  Property revenues increased mainly as a result of additional MF Properties. The Arboretum was acquired on March 31, 2011, Eagle Village was acquired on June 29, 2011, and DeCordova became an MF Property in the first quarter of 2011. DeCordova was reported by the Partnership as a bond investment in 2010. Arboretum added approximately $1.8 million, Eagle Village added approximately $945,000, and DeCordova added approximately $607,000 to property revenues in 2011. In addition, the MF Properties that have been in the portfolio since the beginning of 2011 reported higher economic occupancy which contributed approximately $388,000 of additional revenue in 2011 as compared to 2010. Annual net rental revenues per unit related to the MF Properties decreased to $4,974 per unit in 2011 from $6,369 in 2010. This was due to the acqusition of the Eagle Village student housing project which was acquired in 2011.

39



Investment income.  Investment income increased during 2011 compared to 2010 due to a higher level of bond investments. Total bond investments at December 31, 2011 were approximately $159.4 million as compared to approximately $143.4 million at December 31, 2010 for the Partnership. Interest payments of approximately $1.9 million were received from tax-exempt mortgage revenue bonds that the Company did not hold during 2010. In addition, the Company realized approximately $308,000 of contingent interest from the Clarkson College bond retirement in second quarter 2011. These increases were offset by less interest earned due to bond restructuring required to execute the TEBS financing facility and the Clarkson bond retirement.

Gain on sale and retirements of bonds. Approximately $445,000 is the gain on the Briarwood tax-exempt mortgage revenue bond retirement during 2011. 

Other interest income. Other income is comprised mainly of interest income on taxable loans held by the Company. The increase in other interest income is attributable to higher levels of taxable loans outstanding in 2011.

  Other income.  Other income for 2011 includes the payment of a $150,000 prepayment penalty received from the Foundation for Affordable Housing. No such amounts occurred during 2010.

Gain on early extinguishment of debt. In June 2010, the Company had the opportunity to acquire at a discount, and thereby retire, the $12.8 million outstanding mortgage debt secured by the Ohio Properties. The early extinguishment of this debt resulted in a gain of approximately $435,000 in the 2010 and did not repeat in 2011.
   
Real estate operating expenses.  The overall increase in real estate operating expenses was related to offsetting factors. DeCordova was reported by the Partnership as a bond investment during the ten months in 2010, but was reported as an MF Property during 2011. This reporting change combined with the addition of Arboretum and Eagle Village in 2011 contributed to a net increase of approximately $1.9 million in real estate expenses in 2011. Arboretum also added approximately $286,000 of acquisition fees.

Provision for loss on receivables. During the second quarter of 2011, an impairment of the interest receivable on the Woodland Park bond occurred and an allowance for loss of approximately $953,000 was recorded against the the accrued bond interest receivable in 2011.

Provision for loan loss. During 2011 and 2010, the Company determined that a portion of the taxable property loans were potentially impaired and an additional allowance for bad debt should be recorded.   An allowance for bad debt and an associated provision for loan loss of approximately $4.2 million was recorded against the Iona Lakes taxable loan in 2011. In 2010 an allowance for loan loss of approximately $1.1 million was recorded against taxable loans.

Asset impairment charge - Weatherford. As a result of a decision by the Texas Department of Housing and Community Affairs to terminate the anticipated Tax Credit Assistance Program funding for the Residences at Weatherford in October 2010, the Company determined that the property fixed assets and the associated tax-exempt mortgage revenue bond on this project were impaired and recorded an asset impairment charge of approximately $2.7 million in the third quarter of 2010. The resulting charge was attributable to the unitholders. In February 2011, the Company completed foreclosure proceedings on the bond issued on this property and now owns the property directly. No impairment charges were recorded on this project in 2011.

Depreciation and amortization expense.  Depreciation and amortization consists primarily of depreciation associated with the MF Properties, amortization associated with in-place lease intangible assets recorded as part of the purchase accounting for the acquisition of MF Properties and deferred finance cost amortization related to the closing of the TEBS and TOB Credit Facilities. The increase in depreciation and amortization expense from 2010 to 2011 is related to offsetting factors. Approximately $934,000 of depreciation expense and approximately $163,000 of in-place lease amortization increases are directly related to the new MF Properties acquired in 2011. This was offset by the reduction of approximately $197,000 in amortization expense related to reduced deferred financing costs. The remaining increase is attributable to depreciation on newly capitalized and newly acquired assets.

Interest expense. The increase in interest expense during 2011 compared to 2010 was due to offsetting factors. The Company's borrowing cost decreased from approximately 3.7% per annum in 2010 to approximately 2.7% resulting in an approximate decrease of $725,000 when comparing 2011 to 2010. Offsetting this decrease was an approximate $1.5 million increase resulting from the higher average principal of outstanding debt. The remaining approximate $2.7 million increase was the result of the mark to market adjustment of the Company's derivatives. These interest rate derivatives do not qualify for hedge accounting and, accordingly, they are carried at fair value, with changes in fair value included in current period earnings within interest expense.


40


General and administrative expenses. General and administrative expenses increased in 2011 as compared to 2010. Approximately $179,000 of this increase is due to administration fees paid to AFCA2 as a result of new investments. The remaining increase is related to increased salary and insurance expenses offset by a reduction in professional fees.

Liquidity and Capital Resources

Primary sources and uses of funds. Tax-exempt interest earned on the tax-exempt mortgage revenue bonds, including those financing properties held by Consolidated VIEs, represents the Partnership's principal source of cash flow.  The Partnership also earns tax-exempt interest from its PHC Certificates, and MBS and may also receive cash distributions from equity interests held in MF Properties.  Tax-exempt interest is primarily comprised of base interest payments received on the Partnership's tax-exempt mortgage revenue bonds, PHC Certificates, and MBS.  Certain of the tax-exempt mortgage revenue bonds may also generate payments of contingent interest to the Partnership from time to time when the underlying apartment properties generate excess cash flow.  Because base interest on each of the Partnership's tax-exempt mortgage revenue bonds and MBS is fixed, the Partnership's cash receipts tend to be fairly constant period to period unless the Partnership acquires or disposes of its investments in tax-exempt mortgage revenue bonds.  Changes in the economic performance of the properties financed by tax-exempt mortgage revenue bonds with a contingent interest provision will affect the amount of contingent interest, if any, paid to the Partnership.  

The Consolidated VIEs' and MF Properties' primary source of cash is net rental revenues generated by their real estate investments. The economic performance of a multifamily apartment property depends on the rental and occupancy rates of the property and on the level of operating expenses.  Occupancy rates and rents are directly affected by the supply of, and demand for, apartments in the market area in which a property is located.  This, in turn, is affected by several factors such as local or national economic conditions, the amount of new apartment construction and the affordability of single-family homes.  In addition, factors such as government regulation (such as zoning laws), inflation, real estate and other taxes, labor problems, and natural disasters can affect the economic operations of an apartment property.  The primary uses of cash by apartment properties are the payment of operating expenses and debt service.  

Other sources of cash available to the Partnership include debt financing, mortgages, and the sale of additional BUCs. The Company currently has outstanding debt financing of $177.9 million under eight separate credit facilities and mortgages of $39.1 million secured by five MF Properties.

The Partnership's principal uses of cash are the payment of distributions to unitholders, interest and principal on debt financing and general and administrative expenses. The Partnership also uses cash to acquire additional investments. Distributions to unitholders may increase or decrease at the determination of the General Partner. The per unit cash available for distribution primarily depends on the amount of interest and other cash received by the Partnership from its portfolio of tax-exempt mortgage revenue bonds and other investments, the amount of the Partnership's outstanding debt and the effective interest rates paid by the Partnership on this debt, the level of operating and other cash expenses incurred by the Partnership and the number of units outstanding. During the year ended December 31, 2012, the Partnership generated cash available for distribution of $0.33 per unit. See “Cash Available for Distribution,” on a following page within item 7. As a result, the Partnership was required to supplement its cash available for distribution during 2012, with unrestricted cash and expects to continue to do so until the Partnership is able to complete its current investment plans. The General Partner believes that upon completion of its current investment plans, the Partnership will be able meet its liquidity requirements, including the payment of expenses, interest on its debt financing, and cash distributions to unitholders at the current level of $0.50 per unit per year without the use of unrestricted cash. However, if actual results vary from current projections and the actual CAD generated is less than the new regular distribution, such distribution amount may need to be reduced.

The Consolidated VIEs' and MF Properties' primary uses of cash are: (i) the payment of operating expenses; and (ii) the payment of debt service.


41


Leverage. The Partnership's operating policy is to use securitizations or other forms of leverage to maintain a level of debt financing between 40% and 60% of the total par value of the Partnership's tax-exempt mortgage bond portfolio.   As of December 31, 2012, the total par value of the Partnerships' total bond portfolio is approximately $198.6 million which includes the tax-exempt bonds secured by the Ohio Properties and the Greens Property which are eliminated upon consolidation.  The outstanding debt financing arrangements are one TOB facility with Deutsche Bank and the TEBS financing agreement with Freddie Mac which have an outstanding balance of $103.9 million in total.  This calculates to a leverage ratio of 52%.  The Partnership's operating policy is to use securitizations or other forms of leverage to maintain a level of debt financing between 60% and 80% of the total par value of the Partnership's other tax-exempt investments. The Partnership also has eight outstanding TOB facilities at December 31, 2012, which have total outstanding borrowings of $74.1 million which are securitizations of its PHC Certificates and MBS. The par value of its PHC Certificates and MBS is $96.9 million which calculates to a leverage ratio of 76%. Additionally, the MF Properties are encumbered by mortgage loans with an aggregate principal balance of approximately $39.1 million.  These mortgage loans mature at various times from May 2013 through February 2017 (see Note 12 to the consolidated financial statements). The debt financing plus mortgage loans total $217.1 million results in a leverage ratio to Partnership Total Assets of 51%.

TEBS Financing. As of September 1, 2010, the Partnership and its Consolidated Subsidiary ATAX TEBS I, LLC, entered into a number of agreements relating to a long-term debt financing facility provided through the securitization of 13 tax-exempt mortgage revenue bonds pursuant to Freddie Mac's TEBS program. The gross proceeds from TEBS Financing were approximately $95.8 million. After the payment of transaction expenses, the Company received net proceeds from the TEBS Financing of approximately $90.4 million. The Company applied approximately $49.5 million of these net proceeds to repay the entire outstanding principal of, and accrued interest on, its secured term loan from Bank of America.
The TEBS Financing essentially provides the Company with a long-term variable-rate debt facility at interest rates reflecting prevailing short-term tax-exempt rates. Under the TEBS Financing, the Company transferred the 13 bonds, which have a total outstanding principal amount of approximately $123.6 million at December 31, 2012, to ATAX TEBS I, LLC, a special purpose entity controlled by the Company (the “Sponsor”). The securitization of these tax-exempt mortgage revenue bonds was executed through the issuance of two classes of Certificates. The Class A TEBS Certificates were issued in an initial principal amount of $95.8 million and were sold through a placement agent to unaffiliated investors. The Class B TEBS Certificates were issued in an initial principal amount of $20.3 million and were retained by the Sponsor. The holders of the Class A TEBS Certificates are entitled to receive regular payments of interest from Freddie Mac at a variable rate which resets periodically based on the weekly Securities Industry and Financial Markets Association (“SIFMA”) floating index rate plus certain Facility Fees. As of closing, the SIFMA rate was equal to 0.25% and the total Facility Fees were 1.9%, resulting in a total initial cost of borrowing of 2.15%. As of December 31, 2012, the SIFMA rate was equal to .13% resulting in a total cost of borrowing of 2.03% on the approximate $94.0 million outstanding balance. As of December 31, 2011, the SIFMA rate was equal to 0.15% resulting in a total cost of borrowing of 2.05% on the approximate $94.9 million outstanding balance.
Payment of interest on the Class A TEBS Certificates are made from the interest payments received by Freddie Mac from the Bonds and Senior Custody Receipts held by Freddie Mac on designated interest payment dates prior to any payments of interest on the Class B TEBS Certificates held by the Sponsor. As the holder of the Class B TEBS Certificates, the Sponsor is not entitled to receive interest payments on the Class B TEBS Certificates at any particular rate, but will be entitled to all payments of principal and interest on the Bonds and Senior Custody Receipts held by Freddie Mac after payment of principal and interest due on the Class A TEBS Certificates and payment of all Facility Fees and associated expenses. Accordingly, the amount of interest paid to the Sponsor on the Class B TEBS Certificates is expected to vary over time, and could be eliminated altogether, due to fluctuations in the interest rate payable on the Class A TEBS Certificates, Facility Fees, expenses and other factors.
Freddie Mac has guaranteed payment of scheduled principal and interest payments on the Class A TEBS Certificates and also guarantees payment of the purchase price of any Class A TEBS Certificates that are tendered to Freddie Mac in accordance with their terms but which cannot be remarketed to new holders within five business days. The Sponsor has pledged the Class B TEBS Certificates to Freddie Mac to secure certain reimbursement obligations of the Sponsor to Freddie Mac. The Company also entered into various subordination and intercreditor agreements with Freddie Mac under which the Company has subordinated its rights and remedies with respect to the taxable mortgage loans made by it to the owners of properties securing certain of the Bonds to the rights of Freddie Mac as the holder of the Bonds.
For financial reporting purposes, the TEBS Financing is presented by the Company as a secured financing.
The TEBS Financing offers several advantages over the Company's previous credit facilities which, over time, are expected to positively impact the generation of CAD. These advantages include:
•a longer term thereby addressing the previous refinancing risks,
•better balance sheet leverage thereby providing additional funds for investment, and
•a lower initial cost of borrowing.  

42


 
TOB Financings. In July 2011, the Company executed a Master Trust Agreement with Duetsche Bank ("DB") which allows the Company to execute multiple TOB structures upon the approval and agreement of terms by DB. Under each TOB structure issued through the Master Trust Agreement, the TOB trustee issues senior floating-rate participation interests ("SPEARS"), and residual participation interests ("LIFERS"). These SPEARS and LIFERS represent beneficial interests in the securitized asset held by the TOB trustee. The Company will purchase the LIFERS from each of these TOB Trusts which will grant them certain rights to the securitized assets. Under each TOB structure, the asset is transferred to a custodian and trustee that provide these services on behalf of DB. The Master Trust Agreement with DB has covenants that the Company is required to maintain compliance, the most restrictive of which at December 31, 2012, is that cash available to distribute for the trailing twelve months must be at least two times trailing twelve month interest expense. The Company was in compliance with all of these covenants as of December 31, 2012. If the Company were to be out of compliance with any of these covenants, it would trigger a termination event of the financing facilities.

In November and December 2012, the Company purchased the LIFERS issued by the trustee over five different MBS TOB Trusts for approximately $6.5 million which are securitizations of mortgage-backed securities with a par value of approximately $31.6 million. The LIFERS entitle the Company to all principal and interest payments received by the MBS TOB Trusts on the mortgage-backed securities after payments due to the holders of the SPEARS and trust costs. The Company is reporting the MBS TOB Trusts on a consolidated basis as it has determined it is the primary beneficiary of these variable interest entities. The MBS TOB Trusts also issued SPEARS of approximately $25.1 million to unaffiliated investors which is the outstanding amount at December 31, 2012. The SPEARS represent senior interests in the MBS TOB Trusts and some have been credit enhanced by DB.

In July 2012, the Company purchased the PHC Certificate LIFERS issued by the trustee over the PHC TOB Trusts for approximately $16.0 million and pledged the LIFERS to the trustee to secure certain reimbursement obligations of the Company as the holder of LIFERS. The LIFERS entitle the Company to all principal and interest payments received by the PHC TOB Trusts on the $65.3 million of PHC Certificates held by it after payments due to the holders of the SPEARS and trust costs. The Company is reporting the PHC TOB Trust on a consolidated basis as it has determined it is the primary beneficiary of these variable interest entities. The PHC TOB Trusts also issued SPEARS of approximately $49.0 million to unaffiliated investors which is the outstanding amount at December 31, 2012. The SPEARS represent senior interests in the PHC TOB Trusts and have been credit enhanced by DB.

In July 2011, the Company closed a $10 million financing utilizing the TOB structure with the securitization of the Company's $13.4 million Autumn Pines Apartments tax-exempt mortgage revenue bond. In December 2011, the Company closed a second $7.8 million TOB financing structured as a securitization of the Company's $15.6 million GMF-Warren/Tulane Apartments and GMF-Madison apartments tax-exempt mortgage revenue and taxable mortgage revenue bonds.  The SPEARS were credit-enhanced by DB and sold through a placement agent to unaffiliated investors and the gross proceeds from their sale were remitted to the Company. The LIFERS were retained by the Company and are pledged to DB to secure certain reimbursement obligations. In May 2012, the Company retired the $7.8 million TOB financing structure when the GMF-Warren/Tulane and GMF-Madison Tower tax-exempt mortgage revenue bonds were sold. At December 31, 2012, the Company owed $9.8 million on the Autumn Pines TOB financing facility and at December 31, 2011, the Company owed $17.7 million on both TOB facilities.

As a result, the TOB trusts essentially provide the Company with a secured variable rate debt facility at interest rates that reflect the prevailing short-term tax-exempt rates paid by the TOB trusts on the SPEARS. Payments made to the holders of the SPEARS and the amount of trust fees essentially represent the Company's effective cost of borrowing on the net proceeds it received from the sale of the SPEARS. The holders of the SPEARS are entitled to receive regular payments from the TOB trusts at a variable rate established by a third party remarketing firm that is expected to be similar to the weekly SIFMA floating index rate. Payments on the SPEARS will be made prior to any payments on the LIFERS held by the Company. The Company is accounting for these transactions as secured financing arrangements.


43


The following table summarizes the amounts outstanding under each TOB Trust and the variable interest rate as of December 31, 2012:
TOB Trusts
 
SPEARS Outstanding
 
Cost of Borrowings
 
 
 
 
 
PHC Certificates
 
$
48,995,000

 
2.30
%
Autumn Pines
 
9,850,000

 
2.05
%
MBS - Trust 1
 
2,585,000

 
1.31
%
MBS - Trust 2
 
4,090,000

 
1.29
%
MBS - Trust 3
 
3,890,000

 
1.32
%
MBS - Trust 4
 
5,960,000

 
1.29
%
MBS - Trust 5
 
8,590,000

 
1.28
%
 
 
$
83,960,000

 
 
 
Equity Capital. The Partnership is authorized to issue additional BUCs to raise additional equity capital to fund investment opportunities. In April 2010, a Registration Statement on Form S-3 was declared effective by the SEC under which the Partnership may offer up to $200.0 million of additional BUCs from time to time. In May 2012, the Partnership issued an additional 12,650,000 BUCs through an underwritten public offering at a public offering price of $5.06 per BUC. Net proceeds realized by the Partnership from this issuance of these BUCs were approximately $60 million after payment of an underwriter's discount and other offering costs of approximately $4.0 million. In April 2010, the Partnership issued an additional 8,280,000 BUCs through an underwritten public offering at a public offering price of $5.37 per BUC pursuant to this new Registration Statement. Net proceeds realized by the Partnership from this issuance of these BUCs were approximately $41.6 million after payment of an underwriter's discount and other offering costs of approximately $2.8 million. There was no equity raise completed in 2011.

Cash flow. On a consolidated basis, cash provided by operating activities for the year ended December 31, 2012 decreased approximately $2.7 million compared to the same period a year earlier mainly due to changes in working capital components. Cash used for investing activities increased approximately $65.5 million for 2012 as compared to 2011. In 2012, the Company used approximately $145.8 million for the purchase of the PHC Trust Certificates, the purchase of the MBS, the purchase of Arbors at Hickory Ridge tax-exempt mortgage revenue bond, the purchase of the Vantage at Judson tax-exempt mortgage revenue bonds, the purchase of the Maples on 97th property and property renovations, and to make taxable loans. The Company received cash from the sale of the GMF-Madison Tower and GMF-Warren/Tulane tax-exempt mortgage revenue bonds, the restructuring of the Arbors at Hickory Ridge tax-exempt mortgage revenue bond, the sale of a mortgage-backed security, the sale of the Churchland and the Eagle Ridge properties, and the net release of restricted cash of approximately $47.5 million. In 2011, approximately $32.6 million of cash was used for investing activities to acquire the Arboretum Apartments, Eagle Village Apartments and the Briarwood Manor, GMF-Madison, and GMF-Warren/Tulane tax-exempt mortgage revenue bonds offset by the release of restricted cash upon foreclosure of the DeCordova and Weatherford properties, the retirement of the Clarkson College bond, the repayment of a taxable loan by the Foundation for Affordable Housing, and the renovations of the Ohio Properties. The Company had approximately $71.4 million additional cash available from financing activities for 2012 as compared to 2011. Financing cash flows in 2012 included approximately $60.0 million of cash from the equity raise in second quarter 2012 and approximately $55.6 million from the PHC and MBS TOB Trusts borrowings, offset by the use of cash to payoff the GMF Warren/Tulane TOB facility and the mortgages on the Churchland and Greens Property which were sold in 2012. In 2011, the Company had borrowings of $58.6 million and repaid approximately $14.9 million of short-term borrowings. Cash distributions increased year over year due to the additional shares outstanding resulting from the May 2012 equity raise.

Cash Available for Distribution

Management utilizes a calculation of CAD as a means to determine the Partnership's ability to make distributions to unitholders.  The General Partner believes that CAD provides relevant information about its operations and is necessary along with net income for understanding its operating results.  To calculate CAD, amortization expense related to debt financing costs and bond reissuance costs, certain income due to the General Partner (defined as Tier 2 income in the Agreement of Limited Partnership), interest rate derivative expense or income (including adjustments to fair value), provision for loan losses, provision for loss on receivables, impairments on bonds, losses related to Consolidated VIEs including the cumulative effect of accounting change, and depreciation and amortization expense are added back to the Company's net income (loss) as computed in accordance with GAAP.  There is no generally accepted methodology for computing CAD, and the Partnership's computation of CAD may not be comparable to CAD reported by other companies.  Although the Partnership considers CAD to be a useful measure of its operating performance, CAD should not be considered as an alternative to net income or net cash flows from operating activities which are calculated in accordance with GAAP.


44


In December 2012, the Partnership restructured the Arbors of Hickory Ridge tax-exempt mortgage revenue bond and received payment on the $600,000 promissory note less costs associated with the transaction and approximately $557,000 has been recorded as other income (see Note 5 to the consolidated financial statements). This gain meets the definition of Net Residual Proceeds representing Tier 2 income and was therefore distributed 75% to the unitholders and 25% to the General Partner.

In November 2012, the Partnership sold the Eagle Ridge property for approximately $2.5 million resulting in a gain of approximately $126,000. This gain meets the definition of Net Residual Proceeds representing Tier 2 income and was therefore distributed 75% to the unitholders and 25% to the General Partner. This transaction resulted in the property being reported as a discontinued operation for all periods reported (see Note 10 to the consolidated financial statements).

In August 2012, the Partnership sold the Commons at Churchland property for approximately $8.1 million resulting in a gain of approximately $1.3 million. This gain meets the definition of Net Residual Proceeds representing Tier 2 income and was therefore distributed 75% to the unitholders and 25% to the General Partner. This transaction resulted in the property being reported as a discontinued operation for all periods reported (see Note 10 to the consolidated financial statements).

In May 2012, the outstanding GMF-Madison Tower Apartments and GMF-Warren/Tulane Apartments tax-exempt mortgage revenue bonds held by the Company were sold for an amount greater than the outstanding principal and accrued base interest. The Company received approximately $4.1 million for the GMF-Madison Tower Apartments tax-exempt mortgage revenue bond and approximately $12.7 million from the GMF-Warren/Tulane Apartments tax-exempt mortgage revenue bond resulting in an approximate $668,000 realized gain. This gain meets the definition of Net Residual Proceeds representing Tier 2 income and was therefore distributed 75% to the unitholders and 25% to the General Partner (see Note 5 to the consolidated financial statements).

In October 2011, the Briarwood Manor bond was called and retired at par plus accured interest for approximately $4.9 million. This transaction resulted in approximately $445,000 gain reported in the fourth quarter of 2011. This gain meets the definition of Net Residual Proceeds representing Tier 2 income and was therefore distributed 75% to the unitholders and 25% to the General Partner.

Upon redemption of the Clarkson College bond in May 2011, the Company realized approximately $308,000 in contingent interest. Contingent interest is Tier 2 income and was therefore distributed 75% to the unitholders and 25% to the General Partner.

During June 2010, the Company completed a sales transaction whereby three of the MF Properties, the Ohio Properties, were sold to three new ownership entities controlled by an unaffiliated not-for-profit entity (see Note 3). In February 2013, the limited Partner owners of the Ohio Properties contributed sufficient capital for a real estate sale to be recognized during the first quarter of 2013. As such, the Ohio Properties are reported as discontinued operations instead of MF Properties subject to a Sales Agreement in the consolidated financial statements for all periods presented. The Company will recognize the deferred gain of approximately $1.8 million in the consolidated financial statements during the first quarter of 2013, as well as report the tax-exempt mortgage bonds collateralized by the Ohio Properties as an asset and report the related interest income on the bonds commencing with first quarter of 2013. As the deferred gain on the transaction represented cash paid to the Company and no on-going legal obligations related to the Ohio Properties or potential obligation to repay any amounts exists, the deferred gain was reported as CAD in 2010 and is shown as an adjustment in the CAD Calculation below. This gain met the definition of Net Residual Proceeds representing contingent interest (Tier 2 income) and was therefore distributed 75% to the unitholders and 25% to the General Partner.

The Partnership has made annual cash distribution of $0.50 per unit since 2009. Since realized CAD per unit was less than $0.50 per unit, the Partnership paid approximately $5.8 million and $3.9 million of the distribution using unrestricted cash to supplement the deficit in 2012 and 2011. The Partnership has historically supplemented its cash available for distribution with unrestricted cash when necessary and expects to continue to do so until the Partnership is able to complete its current plans to invest the net proceeds realized by the Partnership from the issuance of BUCs in May 2012 on a leveraged basis. The General Partner has identified a pipeline of tax-exempt mortgage revenue bonds it intends to acquire in 2013 and is actively performing due diligence on these tax-exempt mortgage revenue bonds to ensure they meet the Partnership's investment criteria. The General Partner is also working with the Partnership's primary lender to finance a portion of the acquisition of these bonds and believes that upon completion of its current investment plans, the Partnership will be able to generate sufficient CAD to maintain cash distributions to unitholders at the current level of $0.50 per unit per year without the use of other available cash. However, there is no assurance that the Partnership will be unable to generate CAD at levels in excess of the current annual distribution rate. In that case, the annual distribution rate per unit may need to be reduced.


45


The following tables show the calculation of CAD for the years ended December 31, 2012, 2011 and 2010.
 
 
2012
 
2011
 
2010
Net income (loss) - America First Tax Exempt Investors L.P.
 
$
4,446,844

 
$
(2,243,922
)
 
$
(400,360
)
Net loss related to VIEs and eliminations due to consolidation
 
1,522,846

 
1,289,539

 
2,466,260

Net income (loss) before impact of VIE consolidation
 
5,969,690

 
(954,383
)
 
2,065,900

Change in fair value of derivatives and interest rate derivative amortization
 
944,541

 
2,083,521

 
(571,684
)
Depreciation and amortization expense (Partnership only)
 
3,447,316

 
2,281,541

 
1,337,859

Provision for loss on receivables
 
452,700

 
952,700

 
—

Provision for loan loss
 
—

 
4,242,571

 
1,147,716

Deposit liability gain - Ohio sale agreement
 
—

 
—

 
1,775,527

Tier 2 Income distributable to the General Partner (1)
 
(657,933
)
 
(170,410
)
 
(472,246
)
Asset impairment charge - Weatherford
 
—

 
—

 
2,716,330

Depreciation and amortization related to discontinued operations
 
452,942

 
887,492

 
1,172,771

Bond purchase discount accretion (net of cash received)
 
160,464

 
(100,998
)
 
(403,906
)
Ohio and Greens deferred interest
 
1,518,369

 
1,390,056

 
745,227

CAD
 
$
12,288,089

 
$
10,612,090

 
$
9,513,494

Weighted average number of units outstanding,
 


 


 


basic and diluted
 
37,367,600

 
30,122,928

 
27,493,449

Net income (loss), basic and diluted, per unit
 
$
0.14

 
$
(0.04
)
 
$
0.07

Total CAD per unit
 
$
0.33

 
$
0.35

 
$
0.35

Distributions per unit
 
$
0.5000

 
$
0.5000

 
$
0.5000


 (1) As described in Note 2 to the consolidated financial statements, Net Interest Income representing contingent interest and Net Residual Proceeds representing contingent interest (Tier 2 income) will be distributed 75% to the unitholders and 25% to the General Partner. This adjustment represents the 25% of Tier 2 income due to the General Partner. For the year ended 2012, the Tier 2 Income is approximately $557K recognized on the Arbors at Hickory Ridge mortgage revenue bond re-structuring, $668K recognized on the GMF-Madison and GMF-Warren/Tulane tax exempt revenue bond sale and $1.4 million recognized on the sale of the MF Properties. For the year ended 2011, the Tier 2 Income is approximately $445K recognized on the Briarwood tax-exempt mortgage revenue bond retirement and approximately $308K of contingent interest recognized upon the Clarkson tax-exempt mortgage revenue bond retirement. For the second quarter of 2010, the deferred gain on the sale of the Ohio Properties generated approximately $1.8 million and contingent interest generated approximately $33K of Tier 2 income.

Off Balance Sheet Arrangements

As of December 31, 2012 and 2011, the Partnership held tax-exempt mortgage revenue bonds which are collateralized by multifamily housing projects.  The multifamily housing projects are owned by entities that are not controlled by the Partnership.  The Partnership has no equity interest in these entities and does not guarantee any obligations of these entities.  Some of the ownership entities are deemed to be Consolidated VIEs and are consolidated with the Partnership for financial reporting purposes.  The VIEs that are consolidated with the Partnership do not have off-balance sheet arrangements.

The Partnership does not engage in trading activities involving non-exchange traded contracts. As such, the Partnership is not materially exposed to any financing, liquidity, market, or credit risk that could arise if it had engaged in such relationships.

The Partnership does not have any relationships or transactions with persons or entities that derive benefits from their non-independent relationships with the Partnership or its related parties other than what is disclosed in Note 14 to the Company's consolidated financial statements.


46


Contractual Obligations

The Partnership has the following contractual obligations as of December 31, 2012:
 
 
 
Less than 1 year
 
1-3 years
 
3-5 years
 
More than 5 years
 
Total
 
 
 
 
Debt financing
$
177,948,000

 
$
84,969,000

 
$
2,222,000

 
$
2,484,000

 
$
88,273,000

Mortgages payable
$
39,119,507

 
$
13,339,707

 
$
23,784,172

 
$
1,995,628

 
$
—

Effective interest rate(s) (1)
 
 
2.52
%
 
2.39
%
 
2.12
%
 
2.09
%
Interest (2)
$
15,321,821

 
$
4,724,112

 
$
4,875,169

 
$
3,877,369

 
$
1,845,171

Bond purchase commitment
$
20,638,000

 
$
—

 
$
20,638,000

 
$
—

 
$
—

 
 
 
 
 
 
 
 
 
 
(1) Interest rates shown are the average effective rate as of December 31, 2012, and include the impact of our interest rate derivatives.
(2) Interest shown is estimated based upon current effective interest rates through maturity.
 
As discussed in Notes 11 and 12 to the consolidated financial statements, the amounts maturing in 2013 consist of the paydowns on the TEBS credit facility with Freddie Mac, the TOB credit facilities with DB, and payments on the MF Property mortgages.  The Partnership plans to refinance the current maturing mortgages and TOB debt financing facilities in the first half of 2013.

In December 2012, the Partnership purchased a $6,049,000 tax-exempt mortgage revenue bond (“Series C Bonds”) and a $934,000 taxable bond both secured by the Vantage at Judson apartments. This property is located in San Antonio, Texas and is currently under construction. In connection with the purchase of these bonds, the Partnership also executed a Forward Delivery Bond Purchase Agreement with the borrower under the bonds, the issuer of the $6,049,000 tax-exempt mortgage revenue bond (“Issuer”), and the Bank which is providing the remainder of the construction financing and has the first lien on the property. Under the terms of this agreement and the Trust Indenture, the Issuer has agreed to fund up to $26,687,000 of senior tax-exempt mortgage revenue bonds (“Series B Bonds”) to allow for the full refunding of the Bank's construction loan (“Series A Bonds”) and all or a portion of the $6,049,000 Series C Bonds. The Partnership has an obligation to purchase the Series B Bonds upon the successful completion of specific conversion conditions. These conversion conditions include no material default by borrower under the trust indenture, the completion of the survey of the property and title insurance, and occupancy of 90% for 90 days at the property. The amount of the Series B Bonds will be no less than $20,638,000 and the final amount will depend on the Reallocation Calculation which is defined as 80% bond to appraised property value and a debt service coverage ratio of no less than 1.15 to 1.0. The Partnership expects to purchase the Series B bonds in 2014 but if the conversion conditions are not met by January 1, 2015, the Partnership has the ability to terminate the Forward Delivery Bond Purchase Agreement (See Note 17 to the consolidated financial statements).
  
Inflation

With respect to the financial results of the Partnership's investments in tax-exempt mortgage revenue bonds and MF Properties, substantially all of the resident leases at the multifamily residential properties, which collateralize the Partnership's tax-exempt mortgage revenue bonds, allow, at the time of renewal, for adjustments in the rent payable thereunder, and thus may enable the properties to seek rent increases. The substantial majority of these leases are for one year or less. The short-term nature of these leases generally serves to reduce the risk to the properties of the adverse effects of inflation; however, market conditions may prevent the properties from increasing rental rates in amounts sufficient to offset higher operating expenses. Inflation did not have a significant impact on the Partnership's financial results for the years presented in this report.

Critical Accounting Policies

The preparation of financial statements in accordance with GAAP requires management of the Company to make a number of judgments, assumptions, and estimates. The application of these judgments, assumptions, and estimates can affect the amounts of assets, liabilities, revenues, and expenses reported by the Company. All of the Company's significant accounting policies are described in Note 2. The Company considers the following to be its critical accounting policies because they involve judgments, assumptions and estimates by management that significantly affect the financial statements. If these estimates differ significantly from actual results, the impact on our consolidated financial statements may be material.


47


Accounting for the TEBS and TOB Financing Arrangements
The Company evaluated the accounting guidance in regard to the TEBS and TOB Financing arrangements (see Note 11 to the consolidated financial statements) and has determined that the securitization transactions do not meet the accounting criteria for a sale or transfer of financial assets and will, therefore, be accounted for as secured financing transactions. More specifically, the guidance on transfers and servicing sets forth the conditions that must be met to de-recognize a transferred financial asset. This guidance provides, in part, that the transferor has surrendered control over transferred assets if and only if the transferor does not maintain effective control over the transferred assets through any of the following:

1.
An agreement that both entitles and obligates the transferor to repurchase or redeem them before their maturity,
2.
The ability to unilaterally cause the holder to return specific assets, other than through a cleanup call, or
3.
An agreement that permits the transferee to require the transferor to repurchase the transferred financial assets at a price that is so favorable to the transferee that it is probable that the transferee will require the transferor to repurchase them.

The TEBS Financing agreements contain certain provisions that allow the Company to (1) cause the return of certain individual bonds under defined circumstances, (2) cause the return of all of the bonds by electing an Optional Series Pool Release or (3) cause the return of any defaulted bonds. The Optional Series Pool Release is defined in the agreements as two specific dates, September 15, 2017 or September 15, 2020, on which the Company has the option to repurchase all of the securitized bonds. Given these terms, the Company has concluded that the condition in item 2 above is present in the agreements and, therefore, effective control over the transferred assets has not occurred. As effective control has not been transferred, the transaction does not meet the conditions to derecognize the assets resulting in the TEBS Financing being presented on the Company's consolidated financial statements as a secured financing. The TOB Financing agreements contain certain provisions that allow the Company to call the tax-exempt assets held in the TOB Trusts through their ownership of the LIFERS so effective control has not been transferred resulting in the TOB Financings being presented on the Company's consolidated financial statements as a secured financing.

In addition to evaluating the TEBS Financing as a sale or transfer of financial assets, we have evaluated the securitization trust associated with the TEBS Financing (the “TEBS Trust”) under the provisions of the consolidation guidance. As part of the TEBS Financing, certain bond assets of the Partnership were securitized into the TEBS Trust with Freddie Mac. The TEBS Trust then issued Class A and B TEBS Certificates. The Partnership has securitized PHC Certificates, MBS, and other tax-exempt mortgage revenue bonds into TOB Trusts with DB. The TOB trustee then issued senior floating-rate participating interests SPEARS and LIFERS.

The Partnership has determined that the TEBS Trust is a VIE and the Class B Certificates owned by the Partnership create a variable interest in the TEBS Trust. It was also determined that the TOB Trusts are a VIE and the LIFERS owned by the Partnership creates a variable interest entity in the TOB Trusts.

In determining the primary beneficiary of the TEBS Trust and TOB Trusts, the Partnership considered the activities of each of the VIEs which most significantly impact the VIE's economic performance, who has the power to control such activities, the risks which the entity was designed to create, the variability associated with those risks and the interests which absorb such variability. The Partnership has retained the right, pursuant to the TEBS Financing agreements, to either substitute or reacquire some or all of the securitized bonds at various future dates and under various circumstances. As a result, the Partnership determined it had retained a controlling financial interest in the TEBS Trust because such actions effectively provide the Partnership with the ability to control decisions pertaining to the VIE's management of interest rate and credit risk. While in the TEBS Trust, the bond assets may only be used to settle obligations of the trust and the liabilities of the trust do not provide the Class A certificate holders with recourse to the general credit of the Partnership.

The Partnership also determined it was the primary beneficiary of the TOB Trusts as it has the right to cause each TOB trust to sell the securitized asset in each specific TOB Trust. If the securitized assets were sold, the extent to which the VIE will be exposed to gains or losses from changes in the fair market value of the securitized assets would result from decisions made by the Partnership.

It was determined that the Partnership met both of the primary beneficiary criteria and was the most closely associated with the VIE and, therefore, was determined to be the primary beneficiary under these financing arrangements. Given these accounting determinations, the TEBS Financing and the associated TEBS Trust are presented as a secured financing within the consolidated financial statements. The TOB Financings and associated TOB trusts are also presented as a secured financing within the consolidated financial statements.


48


Variable Interest Entities (“VIEs”)
The Partnership invests in federally tax-exempt mortgage revenue bonds which have been issued to provide construction and/or permanent financing of multifamily residential apartments. The Partnership owns 100% of these bonds and each bond is secured by a first mortgage on the property. The Partnership has also made taxable loans to the property owners in certain cases which are secured by second mortgages on these properties. Although each multifamily property financed with tax-exempt mortgage revenue bonds held by the Partnership is owned by a separate entity in which the Partnership has no equity ownership interest, the debt financing provided by the Partnership creates a variable interest in these ownership entities that may require the Partnership to report the assets, liabilities and results of operations of these entities on a consolidated basis under GAAP.  

Under the consolidation accounting guidance, the Partnership must make an evaluation of these entities to determine if they meet the definition of a VIE. Generally, a VIE is an entity with one or more of the following characteristics: (a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack:
i.
the ability to make decisions about an entity's activities through voting or similar rights;
ii.
the obligation to absorb the expected loss of the entity; or
iii.
the right to receive the expected residual returns of the entity;
or (c) the equity investors have voting rights that are not proportional to their economic interests and substantially all of the entity's activities either involve, or are conducted on behalf of an investor that has disproportionately few voting rights.

The guidance requires the Partnership to perform an analysis to determine whether its variable interests give it controlling financial interest in a VIE. This analysis identifies the primary beneficiary, the entity that must consolidate the VIE, as the entity that has (1) the power to direct the activities of a VIE that most significantly impact the entity's economic performance and (2) the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE. In adopting this revised accounting standard, the Partnership re-evaluated all of its investments to determine if the property owners were VIEs and, if so, whether the Partnership was the primary beneficiary of the VIE. The guidance also requires an ongoing assessment of whether an enterprise is the primary beneficiary of the VIE.

Under consolidation guidance, the Partnership must make an evaluation of entities which are secured by the tax-exempt mortgage revenue bonds owned by the Partnership to determine if they meet the definition of a VIE. In February 2011, the Partnership foreclosed on the bonds secured by DeCordova and Weatherford and one of the Partnership's subsidiaries took 100% ownership interest in these limited liability companies. As a result, the properties are reported as MF Properties. In June 2011, the ownership of Iona Lakes became a not-for-profit entity, which created a re-consideration event and resulted in Iona Lakes no longer being reported as a Consolidated VIE beginning June 1, 2011. No changes in the VIEs have occurred subsequent to that date. At December 31, 2012, the Partnership determined it is the primary beneficiary of three of the remaining VIEs; Bent Tree, Fairmont Oaks, and Lake Forest and has continued to consolidate these entities.  At December 31, 2012, the Partnership holds four tax-exempt mortgage revenue bonds which were purchased after January 1, 2010, Arbors at Hickory Ridge, Autumn Pines, Vantage at Judson, and Lost Creek. The evaluation of these entities did not result in required consolidation.

The Partnership does not hold an equity interest in these VIEs and, therefore, the assets of the VIEs cannot be used to settle the general commitments of the Partnership and the Partnership is not responsible for the commitments and liabilities of the VIEs. The primary risks to the Partnership associated with these VIEs relate to the entities' ability to meet debt service obligations to the Partnership and the valuation of the underlying multifamily apartment property which serves as bond collateral.

Investments in Tax-Exempt Mortgage Revenue Bonds and Property Loans
Valuation - As all of the Company's investments in tax-exempt mortgage revenue bonds are classified as available-for-sale securities, they are carried on the balance sheet at their estimated fair values.  The Company owns 100% of each of these bonds.  There is no active trading market for the bonds and price quotes for the bonds are not available.  As a result, the Company bases its estimate of fair value of the tax-exempt mortgage revenue bonds using discounted cash flow and yield to maturity analysis performed by management. This calculation methodology encompasses judgment in its application.  If available, management may also consider price quotes on similar bonds or other information from external sources, such as pricing services or broker quotes.  Pricing services, broker quotes and management's analysis provide indicative pricing only.


49


As of December 31, 2012, all of the Company's tax-exempt mortgage revenue bonds were valued using discounted cash flow and yield to maturity analyses performed by management.  Management's valuation encompasses judgment in its application.  The key assumption in management's yield to maturity analysis is the range of effective yields on the individual bonds. At December 31, 2012, the range of effective yields on the individual bonds was 5.7% to 8.4%.  Additionally, the Company calculated the sensitivity of the key assumption used in calculating the fair values of these bonds.  Assuming an immediate ten percent adverse change in the key assumption, the effective yields on the individual bonds would increase to a range of 6.2% to 9.3% and would result in additional unrealized losses on the bond portfolio of approximately $10.3 million. This sensitivity analysis is hypothetical and is as of a specific point in time.  The results of the sensitivity analysis may not be indicative of actual changes in fair value and should be used with caution. 

The estimated future cash flow of each revenue bond depends on the operations of the underlying property and, therefore, is subject to a significant amount of uncertainty in the estimation of future rental receipts, future real estate operating expenses, and future capital expenditures. Such estimates are affected by economic factors such as the rental markets and labor markets in which the property operates, the current capitalization rates for properties in the rental markets, and tax and insurance expenses. Different conditions or different assumptions applied to the calculation may provide different results.  The Partnership periodically compares its estimates with historical results to evaluate the reasonableness and accuracy of its estimates and adjusts its estimates accordingly.    
 
Review of securities for other-than-temporary impairment - The Company periodically reviews each of its mortgage revenue bonds for impairment.  The Company evaluates whether a decline in the fair value of a security below its amortized cost is other-than-temporary based on a number of factors including:

•
The duration and severity of the decline in fair value,
•
Our intent to hold and the likelihood of the Company being required to sell the security before its value recovers,
•
Adverse conditions specifically related to the security, its collateral, or both,
•
Volatility of the fair value of the security,
•
The likelihood of the borrower being able to make required principal and interest payments,
•
Failure of the issuer to make scheduled interest or principal payments, and
•
Recoveries or additional declines in fair value after the balance sheet date.
 
While the Company evaluates all available information, it focuses specifically on whether it has the intent to sell the securities prior to the time that their value recovers or until maturity, whether it is likely that the Company will be required to sell the securities before a recovery in value and whether the Company expects to recover the securities' entire amortized cost basis.  The ability to recover the securities' entire amortized cost basis is based on the likelihood of the issuer being able to make required principal and interest payments on the security.  The primary source of repayment of the amortized cost is the cash flows produced by the property which serves as the collateral for the bonds.  The Company utilizes a discounted cash flow model for the underlying property and compares the results of the model to the amortized cost basis of the bond.  The model reflects the cash flows expected to be generated by the underlying property over a ten year period, including an assumed property sale at the end of year ten, discounted using the effective interest rate on the bond in accordance with the accounting guidance on other than temporary impairment of debt securities.  The inputs to these models require management to make numerous subjective assumptions, the most significant of which include:

•
Revenue and expense projections for the property operations, which result in the estimated net operating income generated over the ten year holding period assumed in the model.  Base year (model year one) assumptions are based on historical financial results and operating budget information.  Base year assumptions are then adjusted for expected changes in occupancy, rental rates and expenses, and
•
The capitalization rate utilized to estimate the sales proceeds from an assumed property sale in year ten of the model.  The capitalization rate used in the current year models ranged between 6.25% and 7.5% which the Partnership believes represents a reasonable range given the current market for multifamily properties.

The revenue, expense and resulting net operating income projections which are the basis for the discounted cash flow model are based on judgment.  Operating results from a multifamily residential property depend on the rental and occupancy rates of the property and the level of operating expenses.  Occupancy rates and rents are directly affected by the supply of, and demand for, apartments in the market areas in which a property is located.  This, in turn, is affected by several factors such as local or national economic conditions, the amount of new apartment construction and interest rates on single-family mortgage loans.  In addition, factors such as government regulation, inflation, real estate and other taxes, labor problems and natural disasters can affect the economic operations of a property.


50


If the discounted cash flows from a property are less than the amortized cost of the bond, we believe that there is a strong indication that the cash flows from the property will not support the payment of the required principal and interest on the bond and, accordingly, the bonds are considered other-than-temporarily impaired.  If an other-than-temporary impairment exists, the amortized cost basis of the mortgage bond is written down to its estimated fair value.  The amount of the write-down representing a credit loss is accounted for as a realized loss on the statement of operations.  The amount of the write-down representing a non-credit loss is recorded to other comprehensive income. The recognition of an other-than-temporary impairment and the potential impairment analysis are subject to a considerable degree of judgment, the results of which when applied under different conditions or assumptions could have a material impact on the financial statements. If the credit and capital markets deteriorate further or the Company experiences deterioration in the values of its investment portfolio, the Company may incur impairments to its investment portfolio which could negatively impact the Company's financial condition, cash flows, and reported earnings.

Evaluation of property loans for potential losses - In addition to the tax-exempt mortgage revenue bonds held by the Company, loans have been made to the owners of some of the properties which secure the bonds.  All of these loans are made on a non-recourse basis. As a result, the repayment of these loans depend on the cash flows generated by the underlying property.  The Company periodically evaluates these loans for potential losses by utilizing the practical expedient method allowed for in the guidance for measuring impairment on a collateral dependent loan.  The Company estimates the fair value of the property and compares the fair value to the outstanding tax-exempt mortgage revenue bonds plus any property loans.  The Company utilizes the discounted cash flow model discussed above except that in estimating a property's fair value we evaluate a number of different discounted cash flow models that contain varying assumptions.   The various models may assume multiple revenue and expense scenarios, various capitalization rates and multiple discount rates.  We may also consider other information such as independent appraisals in estimating a property's fair value.

If the estimated fair value of the property after deducting the amortized cost basis of the senior tax-exempt mortgage revenue bond exceeds the principal balance of the property loan then no potential loss is indicated and no allowance for loan loss is needed.  If a potential loss is indicated, an allowance for loan loss is recorded against the outstanding loan amount and a loss is realized.  The determination of the need for an allowance for loan loss is subject to considerable judgment.
   
Investment in Public Housing Capital Fund Trust Certificates
Valuation - As all of the Company’s investments in PHC Certificates are classified as available-for-sale securities, they are carried on the balance sheet at their estimated fair values. Due to the limited market for the PHC Certificates, these estimates of fair value do not necessarily represent what the Company would actually receive for the sale of the PHC certificates. The estimates of the fair values of these PHC certificates are based on a yield to maturity analysis which begins with the current market yield rate for a “AAA” rated tax-free municipal bond for a term consistent with the weighted-average life of each of the Public Housing Capital Fund trusts adjusted largely for unobservable inputs the General Partner believes would be used by market participants. Management’s valuation encompasses judgment in its application and pricing as determined by pricing services, when available, is compared to Management's estimates. The PHC Certificates are AA and BBB rated by S&P. At December 31, 2012, the range of effective yields on the individual PHC certificates was 4.6% to 5.9%.  Additionally, the Company calculated the sensitivity of the key assumption used in calculating the fair values of these PHC certificates which is the yield for a new issuance of a similarly structured security.  Assuming a 10% adverse change in this key assumption, the effective yields on the individual PHC certificates would increase to a range of 5.1% to 6.5% and would result in additional unrealized losses on the PHC Certificates of approximately $2.9 million. This sensitivity analysis is hypothetical and is as of a specific point in time. The results of the sensitivity analysis may not be indicative of actual changes in fair value and should be used with caution.

The Company periodically reviews each class of PHC Certificates for impairment. The Company evaluates whether a decline in the fair value of a PHC Certificate below its amortized cost is other-than-temporary based on a number of factors including:
•
The duration and severity of the decline in fair value,
•
The Company's intent to hold and the likelihood of it being required to sell the security before its value recovers,
•
Downgrade in the security's rating by S&P,
•
Volatility of the fair value of the security,
•
A decrease in the ratio of annual appropriations received by the Public Housing Authority from the United States Department of Housing and Development ("HUD") Capital Fund Program compared to the required principal and interest payments due on the loans payable by the Public Housing Authority to the three PHC Trusts.


51


Investment in Mortgage-Backed Securities
Valuation - The Company values each MBS security based upon prices obtained from a third party pricing service, which are indicative of market activity. The valuation methodology of the Company's third party pricing service incorporates commonly used market pricing methods, incorporates trading activity observed in the market place, and other data inputs. The methodology also considers the underlying characteristics of each security, which are also observable inputs, including: coupon; maturity date; loan age; reset date; collateral type; geography; and prepayment speeds. Management analyzes pricing data received from the third party pricing service by comparing it to valuation information obtained from at least one other third party pricing service and ensuring they are within a tolerable range of difference which the Company estimates as 7.5%. Management also looks at observations of trading activityin the market place when available. At December 31, 2012, the range of effective yields on the individual MBS was 3.6% to 5.4%.  Additionally, the Company calculated the sensitivity of the key assumption used in calculating the fair values of the MBS which is the effective yield on new issuances of similarly rated MBS.  Assuming a 10% adverse change in that key assumption, the effective yields on the MBS would increase to a range of 4.0% to 5.9% and would result in additional unrealized losses on the bond portfolio of approximately $2.5 million.  This sensitivity analysis is hypothetical and is as of a specific point in time.  The results of the sensitivity analysis may not be indicative of actual changes in fair value and should be used with caution. 

The Company periodically reviews each MBS security for impairment. The Company evaluates whether a decline in the fair value of an MBS below its amortized cost is other-than temporary based on a number of factors including the duration and severity of the decline in fair value and the Company's intent and ability to hold the security until its value recovers. Each MBS security has been rated either "AAA" or "AA" by either S&P or Moody's. A downgrade in rating for and MBS or new issuances of similar MBS with ratings by S&P or Moody's below the "A" rating would be a factor in concluding that an impairment is other than temporary.

Revenue recognition - tax-exempt mortgage revenue bonds - Interest on the Partnership's tax-exempt mortgage revenue bonds is payable solely from the net cash flow of the underlying properties and reserve funds, if any, set aside pursuant to the bond documents. These bonds are not the obligations of the state or local housing authorities that issued them and are not backed by any taxing authority. Base interest income on fully performing tax-exempt mortgage revenue bonds is recognized as it is earned. Base interest income on tax-exempt mortgage revenue bonds not fully performing is recognized as it is received. Past due base interest on tax-exempt mortgage revenue bonds, which are or were previously not fully performing, is recognized as it is earned. The Partnership reinstates the accrual of base interest once the tax-exempt mortgage revenue bond's ability to perform is adequately demonstrated. Contingent interest income, which is only received by the Partnership if the property financed by a tax-exempt mortgage revenue bond that contains a contingent interest provision generates excess available cash flow as set forth in each bond, is recognized when realized or realizable.

Revenue recognition - investments in real estate, MBS, and PHC Certificates - The Partnership's Consolidated VIEs and the MF Properties (see Note 8 to the consolidated financial statements) are lessors of multifamily rental units under leases with terms of one year or less. Rental revenue is recognized, net of rental concessions, on a straight-line method over the related lease term.
Interest income on the MBS and PHC Certificates is recognized as it is earned.

Derivative Instruments and Hedging Activities
The Partnership's investments in interest rate derivative agreements are accounted for under the guidance that establishes accounting and reporting standards for derivative financial instruments, including certain derivative financial instruments embedded in other contracts, and for hedging activity. The guidance requires the Partnership to recognize all derivatives as either assets or liabilities in its financial statements and record these instruments at their fair values. In order to achieve hedge accounting treatment, derivative instruments must be appropriately designated, documented and proven to be effective as a hedge.  The Partnership did not designate its current derivatives as qualifying hedges.

The fair values of the interest rate derivatives at inception are their original cost. Changes in the fair value of the interest rate derivative agreements are recognized in earnings as interest expense. The fair value adjustment through earnings can cause a significant fluctuation in reported net income although it has no impact on the Partnership's cash flows. Although the Company utilizes current price quotes by recognized dealers as a basis for estimating the fair value of its interest rate derivative agreements, the calculation of the fair value involves a considerable degree of judgment.

Recently Issued Accounting Pronouncements

For a discussion on recently issued accounting pronouncements, please see footnote 19 to the consolidated financial statements.

52


Item 7A.  Quantitative and Qualitative Disclosures About Market Risk.

The Partnership's primary market risk exposures are interest rate risk and credit risk. The Partnership's exposure to market risks relates primarily to its investments in tax-exempt mortgage revenue bonds, PHC Certificates, MBS, and its debt financing.

The fair value of the Partnership's tax-exempt mortgage revenue bonds, PHC Certificates, and MBS are also directly impacted by changes in market interest rates.  An increase in rates will cause the fair value of these tax-exempt investments to decrease.  Although changes in the fair value of the tax-exempt assets do not impact earnings or cash flow, they affect total partners' capital and book value per unit.  In addition, if the fair value of the tax-exempt mortgage revenue bonds, PHC Certificates, and MBS decreases, the Partnership may need to provide additional collateral for its debt financing secured by these assets.

The Partnership bases the fair value of the tax-exempt mortgage revenue bonds and PHC Certificates, which have a limited market, on a discounted cash flow or yield to maturity analysis performed by the General Partner. This calculation methodology encompasses judgment in its application.  If available, the General Partner may also consider price quotes on similar bonds or other information from external sources, such as pricing services.  As of December 31, 2012, all of the Partnership 's tax-exempt mortgage revenue bonds were valued using management's discounted cash flow or yield to maturity analyses.  The PHC Certificates were valued using management's yield to maturity analyses and the mortgage-backed securities were priced using third-party pricing services. Pricing services, broker quotes, and management's analyses provide indicative pricing only.  Due to the limited market for the tax-exempt mortgage revenue bonds and PHC Certificates, these estimates of fair value do not necessarily represent what the Partnership would actually receive in a sale of the bonds and the PHC Certificates.

If uncertainties in the credit and capital markets continue, the markets deteriorate further, or the Partnership experiences deterioration in the values of its investment portfolio, the Partnership may incur impairments to its investment portfolio which could negatively impact the Partnership 's financial condition, cash flows, and reported earnings.

Interest Rate Risk

Interest rates are highly sensitive to many factors, including governmental, monetary and tax policies, domestic and international economic and political considerations and other factors beyond the Partnership's control.  The nature of the Partnership's tax-exempt mortgage revenue bonds, PHC Certificates, MBS, and the debt financing used to finance these assets exposes the Partnership to financial risk due to fluctuations in market interest rates.  The tax-exempt mortgage revenue bonds, PHC Certificates, and MBS all bear base interest at fixed rates. The tax-exempt mortgage revenue bonds may additionally pay contingent interest which fluctuates based upon the cash flows of the underlying property.  As of December 31, 2012, the weighted average base rate of the tax-exempt mortgage revenue bonds reported in the consolidated financial statements was approximately 6.0%, the weighted average base rate of the PHC Trust Certificates was approximately 5.0% and the weighted average coupon rate of the MBS was approximately 4.1%.

At December 31, 2012, the Partnership has a $94.0 million TEBS financing agreement that provides for interest at a floating rate equal to weekly SIFMA plus 190 basis points. As a result, the Partnership's cost of borrowing fluctuates with the weekly SIFMA.  The effective interest rate for this credit facility as of December 31, 2012 was 2.08% per annum. If the average SIFMA Index Rate, including fees, had increased or decreased by 100 basis points for the year ended December 31, 2012, the interest expense payments on this variable-rate debt financing would have increased or decreased by approximately $940,000.

At December 31, 2012, the Partnership has $83.9 million in TOB facilities that provide for interest at floating rates based on weekly SIFMA plus an average of 144 basis points. As a result, the Partnership's cost of borrowing fluctuates with the weekly SIFMA.  The effective interest rate for the TOB facilities as of December 31, 2012 was 2.17% per annum. If the average SIFMA Index Rate, including fees, had increased or decreased by 100 basis points for the year ended December 31, 2012, the interest expense payments on this variable-rate debt financing would have increased or decreased by approximately $840,000.

The interest rate of the mortgage financing on the MF Properties fluctuates based on the LIBOR.  Accordingly, the cost of borrowing on the debt will increase as the LIBOR increases.  As of December 31, 2012, the outstanding balance of the mortgage financing of the MF Properties was $39.1 million.  The weighted average effective interest rate for 2012 on the debt outstanding as of December 31, 2012 was approximately 4.7% per annum.  If the average LIBOR Rate, including fees, had increased or decreased by 100 basis points for the year ended December 31, 2012, the interest expense payments on this variable-rate debt financing would have increased or decreased by approximately $391,000.


53


The Partnership is managing its interest rate risk on its debt financing by entering into interest rate cap agreements that cap the amount of interest expense it could pay on its floating rate debt financing as follows:

In order to mitigate its exposure to interest rate fluctuations on the variable rate TEBS Financing, the Sponsor entered into interest rate cap agreements with Barclays Bank PLC, Bank of New York Mellon and Royal Bank of Canada, each in an initial notional amount of approximately $31.9 million which effectively limits the interest payable by the Company on the TEBS Financing to a fixed rate of 3.0% per annum on the combined notional amounts of the interest rate cap agreements through August 2017. The interest rate cap plus the Facility Fees payable to Freddie Mac result in a maximum potential cost of borrowing on the TEBS Financing of 4.9% per annum.
The following table sets forth certain information regarding the Partnership's interest rate cap agreements at December 31, 2012:
 
 
 
 
Effective
 
Maturity
 
Purchase
 
 
Date Purchased
 
Notional Amount
 
Capped Rate
 
Date
 
Price
 
Counterparty
 
 
 
 
 
 
 
 
 
 
 
September 2, 2010
 
$
31,936,667

 
3.00
%
 
September 1, 2017
 
$
921,000

 
Bank of New York Mellon
 
 
 
 
 
 
 
 
 
 
 
September 2, 2010
 
$
31,936,667

 
3.00
%
 
September 1, 2017
 
$
845,600

 
Barclays Bank PLC
 
 
 
 
 
 
 
 
 
 
 
September 2, 2010
 
$
31,936,667

 
3.00
%
 
September 1, 2017
 
$
928,000

 
Royal Bank of Canada
These interest rate derivatives do not qualify for hedge accounting and, accordingly, they are carried at fair value, with changes in fair value included in current period earnings within interest expense. Interest rate derivative expense, which is the result of marking the interest rate derivative agreements to fair value, resulted in an increase of approximately $900,000 in interest expense for the year ended December 31, 2012, as compared to an increase of approximately $2.1 million in interest expense for the year ended December 31, 2011. These interest rate derivatives are presented on the balance sheet in Other Assets.  The carrying value of these derivatives was approximately $400,000 and $1.3 million as of December 31, 2012 and 2011, respectively.

Credit Risk

The Partnership's primary credit risk is the risk of default on its portfolio of tax-exempt mortgage revenue bonds and taxable loans collateralized by the multifamily properties. The tax-exempt mortgage revenue bonds are not direct obligations of the governmental authorities that issued the bonds and are not guaranteed by such authorities or any insurer or other party. In addition, the tax-exempt mortgage revenue bonds and the associated taxable loans are non-recourse obligations of the property owner. As a result, the sole source of principal and interest payments (including both base and contingent interest) on the tax-exempt mortgage revenue bonds and the taxable loans is the net rental revenues generated by these properties or the net proceeds from the sale of these properties.

If a property is unable to sustain net rental revenues at a level necessary to pay current debt service obligations on the Partnership's tax-exempt mortgage revenue bond or taxable loan on such property, a default may occur. A property's ability to generate net rental income is subject to a wide variety of factors, including rental and occupancy rates of the property and the level of operating expenses. Occupancy rates and rents are directly affected by the supply of, and demand for, apartments in the market area in which a property is located. This, in turn, is affected by several factors such as local or national economic conditions, the amount of new apartment construction and the affordability of single-family homes. In addition, factors such as government regulation (such as zoning laws), inflation, real estate and other taxes, labor problems, and natural disasters can affect the economic operations of an apartment property.


54


As of December 31, 2012, based on an accumulation of individual circumstances, the Partnership has identified the Woodland Park tax-exempt mortgage revenue bond for which certain actions were necessary to protect the Partnership's position as a secured bondholder and lender. As of December 31, 2012, Woodland Park owes the Partnership approximately $15.7 million under tax-exempt mortgage revenue bonds and approximately $914,000 under a taxable loan. This taxable loan has a full reserve recorded against it at December 31, 2012 and 2011. Based on the impairment evaluation (see Note 2 for discussion of our impairment testing method), the Partnership has concluded that no other-than-temporary impairment of its tax-exempt mortgage revenue bond existed at December 31, 2012 and 2011. However, the evaluation identified the interest receivable on the Woodland Park bond was impaired and an approximate $953,000 allowance for loss on receivables was recorded in 2011. The Partnership received two interest payments in 2012 but has recorded an additional allowance of approximately $453,000 against the remaining interest receivable in 2012. In order to protect its investment, the Partnership issued a formal notice of default through the bond trustee and started the judicial foreclosure process in 2010. On February 28, 2013, the court issued a ruling confirming the bond trustee's right to foreclose its first mortgage on the Woodland Park property and confirming that the first mortgage securing the bond is senior to mechanic's liens filed on the property. Although the court's ruling is subject to appeal, the bond trustee has commenced foreclosure proceeding and we believe the Partnership will be able to acquire title to the Woodland Property within 75 days.As of December 31, 2011, the property had 215 units leased out of total available units of 236, or 91% physical occupancy. As of December 31, 2012, occupancy had decreased to 211 units leased, or 89% physical occupancy which we believe is a temporary decline. America First Properties Management Company, LLC, an affiliate of AFCA 2, provides management for this property. Measures have been implemented that we believe will maintain the physical occupancy of this property to around 90% for 2013, which will ensure that net operating income is in line with what had been projected for 2013 in the most recent evaluation for other than temporary impairment. Based on this evaluation, the current unrealized loss on this bond is considered to be temporary. Although the foreclosure process has taken longer than originally anticipated, the Company continues to believe that the fair value of the Woodland Park property equals or exceeds the carrying amount of the Woodland Park tax-exempt mortgage revenue bond.

During the impairment evaluation at December 31, 2011, the Partnership identified an impairment of the Iona Lakes approximate $7.3 million taxable loan as a result of a change in the long-term outlook for this property.   Based on the projected future occupancy rates used in our 2011 discounted cash flow model,  a resulting loan loss charge and provision for loan losses of approximately $4.2 million was recorded which is attributable to the unitholders. There was no impairment recorded in 2012.

The Company also has credit risk in its investment in PHC Certificates, which hold custodial receipts evidencing loans made to a number of public housing authorities. Principal and interest on these loans are payable by the respective public housing authorities solely out of annual appropriations to be made to the public housing authorities by HUD under HUD's Capital Fund Program. If Congress fails to continue to make annual appropriations for the Capital Fund Program at or near current levels, or there is a delay in the approval of appropriations, the public housing authorities may not have funds from which to pay principal and interest on the loans underlying the PHC Certificates.

Defaults on its tax-exempt mortgage revenue bonds, taxable loans, or the public housing authorities loans backing the PHC Certificates may reduce the amount of future cash available for distribution to unitholders. In addition, if a property's net rental income declines, it may affect the market value of the property. If the market value of a property deteriorates, the amount of net proceeds from the ultimate sale or refinancing of the property may be insufficient to repay the entire principal balance of the tax-exempt mortgage revenue bond or taxable loan secured by the property.  In the event of a default on a tax-exempt mortgage revenue bond or taxable loan, the Partnership will have the right to foreclose on the mortgage or deed of trust securing the property. If the Partnership takes ownership of the property securing a defaulted tax-exempt mortgage revenue bond, it will be entitled to all net rental revenues generated by the property. However, such amounts will no longer represent tax-exempt interest to the Partnership.

The Partnership's primary method of managing the credit risks associated with its tax-exempt mortgage revenue bonds and taxable loans is to perform a complete due diligence and underwriting process of the properties securing these mortgage bonds and loans and to carefully monitor the performance of such property on a continuous basis. The Company's primary method of managing the credit risk associated with the PHC Certificates is to monitor the rating report issued at least annually by a rating agency for each of three PHC Certificates.

As the above information incorporates only those material positions or exposures that existed as of December 31, 2012, it does not consider those exposures or positions that could arise after that date. The ultimate economic impact of these market risks on the Partnership will depend on the exposures that arise during the period, the Partnership's risk mitigating strategies at that time and overall business and economic environment.





55



Item 8. Financial Statements and Supplementary Data.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Partners of America First Tax Exempt Investors, L.P.
 
We have audited the accompanying consolidated balance sheets of America First Tax Exempt Investors, L.P. and subsidiaries (the "Company") as of December 31, 2012 and 2011, and the related consolidated statements of operations, comprehensive income (loss), partners' capital, and cash flows for each of the three years in the period ended December 31, 2012.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of America First Tax Exempt Investors, L.P. and subsidiaries as of December 31, 2012 and 2011, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2012, in conformity with accounting principles generally accepted in the United States of America. 
 
As discussed in Notes 5 and 6, the consolidated financial statements include total tax-exempt investments valued at approximately $210,600,000 (51% of total assets) and $135,700,000 (46% of total assets) as of December 31, 2012 and 2011, respectively, whose fair values have been estimated by management in the absence of readily determinable fair values.  At December 31, 2012 and 2011, management's estimates were based on discounted cash flow or yield to maturity analyses performed by management.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of December 31, 2012, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 8, 2013, expressed an unqualified opinion on the Company's internal control over financial reporting.
 
/s/ DELOITTE & TOUCHE LLP

Omaha, Nebraska
March 8, 2013   

56


AMERICA FIRST TAX EXEMPT INVESTORS, L.P.
CONSOLIDATED BALANCE SHEETS

 
December 31, 2012
 
December 31, 2011
Assets
 
 
 
Cash and cash equivalents
$
30,172,773

 
$
20,086,841

Restricted cash
5,471,522

 
12,904,361

Interest receivable
8,473,360

 
6,984,978

Tax-exempt mortgage revenue bonds held in trust, at fair value (Notes 5 & 11)
99,534,082

 
109,152,787

Tax-exempt mortgage revenue bonds, at fair value (Note 5)
45,703,294

 
26,542,565

Public housing capital fund trusts, at fair value (Note 6)
65,389,298

 
—

Mortgage-backed securities, at fair value (Note 7)
32,121,412

 
—

Real estate assets: (Note 8)
 
 
 
Land
11,202,876

 
8,313,160

Buildings and improvements
93,615,479

 
82,261,705

Real estate assets before accumulated depreciation
104,818,355

 
90,574,865

Accumulated depreciation
(19,330,063
)
 
(15,305,931
)
Net real estate assets
85,488,292

 
75,268,934

Other assets (Note 9)
8,216,295

 
9,541,379

Assets of discontinued operations (Note 10)
32,580,427

 
37,494,700

Total Assets
$
413,150,755

 
$
297,976,545

 
 
 
 
Liabilities
 
 
 
Accounts payable, accrued expenses and other liabilities
$
5,013,947

 
$
2,465,785

Distribution payable
5,566,908

 
3,911,340

Debt financing (Note 11)
177,948,000

 
112,673,000

Mortgages payable (Note 12)
39,119,507

 
35,464,455

Liabilities of discontinued operations (Note 10)
1,531,462

 
11,872,920

Total Liabilities
229,179,824

 
166,387,500

 
 
 
 
Commitments and Contingencies (Note 17)

 

 
 
 
 
Partners' Capital
 
 
 
General partner (Note 2)
(430,087
)
 
(354,006
)
Beneficial Unit Certificate holders
207,383,087

 
154,911,228

Unallocated deficit of Consolidated VIEs
(25,035,808
)
 
(23,512,962
)
Total Partners' Capital
181,917,192

 
131,044,260

Noncontrolling interest (Note 8)
2,053,739

 
544,785

Total Capital
183,970,931

 
131,589,045

Total Liabilities and Partners' Capital
$
413,150,755

 
$
297,976,545


The accompanying notes are an integral part of the consolidated financial statements.

57


    AMERICA FIRST TAX EXEMPT INVESTORS, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS

 
 
  Years Ended December 31,
 
 
2012
 
2011
 
2010
Revenues:
 
 
 
 
 
 
Property revenues
 
$
12,654,530

 
$
10,976,250

 
$
9,106,667

Investment income
 
11,078,467

 
9,497,281

 
6,881,314

Gain on sale and retirement of bonds
 
680,444

 
445,257

 
—

Other interest income
 
150,882

 
485,679

 
455,622

Other income
 
555,328

 
294,328

 
—

Gain on early extinguishment of debt
 
—

 
—

 
435,395

Total Revenues
 
25,119,651

 
21,698,795

 
16,878,998

Expenses:
 
 
 
 
 
 
Real estate operating (exclusive of items shown below)
 
7,877,931

 
6,758,707

 
6,060,676

Provision for loss on receivables
 
452,700

 
952,700

 
—

Provision for loan loss
 
—

 
4,242,571

 
562,385

Asset impairment charge - Weatherford
 
—

 
—

 
2,528,852

Depreciation and amortization
 
4,982,030

 
3,963,502

 
3,590,151

Interest
 
5,530,995

 
5,441,700

 
1,887,823

General and administrative
 
3,512,233

 
2,764,970

 
2,383,784

Total Expenses
 
22,355,889

 
24,124,150

 
17,013,671

Income (loss) from continuing operations
 
2,763,762

 
(2,425,355
)
 
(134,673
)
Income (loss) from discontinued operations (including gain on MF Property sales of approximately $1,406,608 in 2012)
 
2,232,276

 
752,192

 
(469,518
)
Net income (loss)
 
4,996,038

 
(1,673,163
)
 
(604,191
)
Net income (loss) attributable to noncontrolling interest
 
549,194

 
570,759

 
(203,831
)
Net income (loss) - America First Tax Exempt Investors, L.P.
 
$
4,446,844

 
$
(2,243,922
)
 
$
(400,360
)
 
 
 
 
 
 
 
Net income (loss) allocated to:
 
 
 
 
 
 
General Partner
 
$
691,312

 
$
152,359

 
$
28,532

Limited Partners - Unitholders
 
5,278,378

 
(1,106,742
)
 
2,037,368

Unallocated loss of Consolidated Property VIEs
 
(1,522,846
)
 
(1,289,539
)
 
(2,466,260
)
Noncontrolling interest
 
549,194

 
570,759

 
(203,831
)
 
 
$
4,996,038

 
$
(1,673,163
)
 
$
(604,191
)
 
 
 
 
 
 
 
Unitholders' interest in net income (loss) per unit (basic and diluted):
 
 
 
 
 
 
Income (loss) from continuing operations
 
$
0.09

 
$
(0.06
)
 
$
0.09

Income (loss) from discontinued operations
 
0.05

 
0.02

 
(0.02
)
Net income (loss), basic and diluted, per unit
 
$
0.14

 
$
(0.04
)
 
$
0.07

 
 
 
 
 
 
 
Weighted average number of units outstanding, basic and diluted
 
37,367,600

 
30,122,928

 
27,493,449

 
The accompanying notes are an integral part of the consolidated financial statements.

58


AMERICA FIRST TAX EXEMPT INVESTORS, L.P.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

 
 
Years Ended December 31,
 
 
2012
 
2011
 
2010
Net income (loss)
 
$
4,996,038

 
$
(1,673,163
)
 
$
(604,191
)
Unrealized gain (loss) on securities
 
7,065,487

 
10,514,370

 
(3,023,351
)
Comprehensive income (loss) - America First Tax Exempt Investors, L.P.
 
$
12,061,525

 
$
8,841,207

 
$
(3,627,542
)
 
 
 
 
 
 
 
Comprehensive income (loss) allocated to:
 
 
 
 
 
 
General Partner
 
$
761,967

 
$
257,503

 
$
(1,702
)
Limited Partners - Unitholders
 
12,273,210

 
9,302,484

 
(955,749
)
Unallocated loss of Consolidated Property VIEs
 
(1,522,846
)
 
(1,289,539
)
 
(2,466,260
)
Noncontrolling interest
 
549,194

 
570,759

 
(203,831
)
Comprehensive income (loss) - America First Tax Exempt Investors, L.P.
 
$
12,061,525

 
$
8,841,207

 
$
(3,627,542
)

The accompanying notes are an integral part of the consolidated financial statements.

59



AMERICA FIRST TAX EXEMPT INVESTORS, L.P.
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 2012, 2011, AND 2010
 
General Partner
 
 
 
Beneficial Unit Certificate Holders
 
Unallocated deficit of variable interest entities
 
Non-controlling Interest
 
Total
 
Accumulated Other Comprehensive Income (Loss)
 
 
 
 
 
 
# of Units
 
Balance at January 1, 2010
$
271,051

 
21,842,928

 
$
130,482,881

 
$
(32,215,697
)
 
$
62,505

 
$
98,600,740

 
$
(11,009,231
)
Sale of Beneficial Unit Certificates


 
8,280,000

 
41,591,576

 


 


 
41,591,576

 


Deconsolidation of VIEs - (Note 4)
15,881

 


 
1,572,185

 
1,736,288

 

 
3,324,354

 
1,588,066

Consolidation of VIEs - (Note 4)
27,523

 

 
2,724,760

 

 


 
2,752,283

 
2,752,283

Distributions paid or accrued:


 

 


 

 

 


 

Regular distribution
(127,566
)
 

 
(12,629,015
)
 

 

 
(12,756,581
)
 

Distribution of Tier 2 earnings (Note 3)
(465,816
)
 

 
(1,397,449
)
 

 

 
(1,863,265
)
 

Net income (loss)
28,532

 

 
2,037,368

 
(2,466,260
)
 
(203,831
)
 
(604,191
)
 

Unrealized loss on securities
(30,234
)
 

 
(2,993,117
)
 

 

 
(3,023,351
)
 
(3,023,351
)
Balance at December 31, 2010
(280,629
)
 
30,122,928

 
161,389,189

 
(32,945,669
)
 
(141,326
)
 
128,021,565

 
(9,692,233
)
Deconsolidation of VIE (Note 4)
(7,262
)
 


 
(718,981
)
 
10,722,246

 


 
9,996,003

 
(726,243
)
Limited partners interest in Ohio Properties
—

 
 
 
—

 
 
 
115,352

 
115,352

 
 
Distributions paid or accrued:
 
 
 
 
 
 
 
 
 
 
 
 
 
Regular distribution
(154,969
)
 

 
(14,555,517
)
 

 

 
(14,710,486
)
 
 
Distribution of Tier 2 earnings (Note 3)
(168,649
)
 

 
(505,947
)
 

 

 
(674,596
)
 
 
Net income (loss)
152,359

 

 
(1,106,742
)
 
(1,289,539
)
 
570,759

 
(1,673,163
)
 

Unrealized gain on securities
105,144

 

 
10,409,226

 

 

 
10,514,370

 
10,514,370

Balance at December 31, 2011
(354,006
)
 
30,122,928

 
154,911,228

 
(23,512,962
)
 
544,785

 
131,589,045

 
95,894

Sale of Beneficial Unit Certificates
 
 
12,650,000

 
60,003,863

 
 
 
 
 
60,003,863

 
 
Noncontrolling interest contribution
 
 
 
 
 
 
 
 
959,760

 
959,760

 
 
Distributions paid or accrued:


 


 


 


 

 


 
 
Regular distribution
(180,115
)
 
 
 
(17,831,417
)
 
 
 
 
 
(18,011,532
)
 
 
Distribution of Tier 2 earnings (Note 3)
(657,933
)
 
 
 
(1,973,797
)
 
 
 
 
 
(2,631,730
)
 
 
Net income (loss)
691,312

 
 
 
5,278,378

 
(1,522,846
)
 
549,194

 
4,996,038

 
 
Unrealized gain on securities
70,655

 
 
 
6,994,832

 
—

 
—

 
7,065,487

 
7,065,487

Balance at December 31, 2012
$
(430,087
)
 
42,772,928

 
$
207,383,087

 
$
(25,035,808
)
 
$
2,053,739

 
$
183,970,931

 
$
7,161,381


 The accompanying notes are an integral part of the consolidated financial statements. 

60



AMERICA FIRST TAX EXEMPT INVESTORS, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 
For the years ended,
 
 
2012
 
2011
 
2010
Cash flows from operating activities:
 
 
 
 
 
 
Net income (loss)
 
$
4,996,038

 
$
(1,673,163
)
 
$
(604,191
)
Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
 
Depreciation and amortization expense
 
6,386,788

 
5,691,639

 
5,062,817

Provision for loss from receivables
 
452,700

 
952,700

 
—

Asset impairment charge - Weatherford
 
—

 
—

 
2,528,852

Provision for loan loss
 
—

 
4,242,571

 
562,385

Non-cash loss on derivatives
 
944,541

 
2,083,521

 
(571,684
)
Bond premium/discount amortization
 
(399,824
)
 
(481,225
)
 
(464,560
)
Gain on sale of MF Properties
 
(1,406,608
)
 
—

 
—

Gain on the sale of bonds
 
(680,444
)
 
—

 
—

Gain on bond retirement and asset sold
 
—

 
(463,461
)
 
—

Gain on early extinguishment of debt
 
—

 
—

 
(435,395
)
Gain on foreclosure
 
—

 
(104,988
)
 
—

Changes in operating assets and liabilities, net of effect of acquisitions
 
 
 
 
 
 
Increase in interest receivable
 
(2,442,220
)
 
(1,575,860
)
 
(2,740,834
)
(Increase) decrease in other assets
 
(154,461
)
 
1,137,626

 
(1,213,333
)
Decrease (increase) in accounts payable and accrued expenses
 
(214,420
)
 
419,940

 
76,836

Net cash provided by operating activities
 
7,482,090

 
10,229,300

 
2,200,893

Cash flows from investing activities:
 
 
 
 
 
 
 Capital expenditures
 
(8,029,349
)
 
(14,081,507
)
 
(1,641,480
)
 Acquisition of tax-exempt mortgage revenue bonds
 
(28,561,857
)
 
(20,917,500
)
 
(28,195,363
)
Acquisition of public housing capital fund trust certificates
 
(65,985,913
)
 
—

 
—

 Acquisition of mortgage-backed securities
 
(37,573,386
)
 
—

 
—

 Acquisition of partnerships, net of cash acquired
 
(5,500,000
)
 
(24,779,613
)
 
—

 Increase in notes receivable
 
(191,264
)
 
—

 
—

 Proceeds from sale of discontinued operations
 
10,825,000

 
—

 
—

 Proceeds from the sale of bonds and mortgage-backed securities
 
31,872,522

 
—

 
—

 Proceeds from bond retirement
 
—

 
11,067,524

 
—

 Decrease (increase) in restricted cash
 
(70,320
)
 
(281,275
)
 
36,031

 Restricted cash - debt collateral released (paid)
 
7,247,341

 
6,677,529

 
(15,409,293
)
 Change in restricted cash - Greens sale
 
(2,459,187
)
 
—

 
—

 Change in restricted cash - Ohio sale
 
—

 
2,684,876

 
(2,684,876
)
 Cash released upon foreclosure
 
—

 
2,235,335

 
—

 Proceeds from assets sold
 
—

 
36,500

 
—

 Transfer of cash to deconsolidated VIE upon deconsolidation
 
—

 
(5,135
)
 
(88,949
)
 Transfer of cash from consolidated VIE upon consolidation
 
—

 
—

 
1,979

 Principal payments received on taxable loans
 
160,000

 
4,528,137

 
—

 Principal payments received on tax-exempt and taxable mortgage revenue bonds
 
970,298

 
1,023,709

 
547,094

 Investments in other assets
 
—

 
—

 
(1,115,000
)
Net cash used by investing activities
 
(97,296,115
)
 
(31,811,420
)
 
(48,549,857
)
Cash flows from financing activities:
 


 


 


Distributions paid
 
(18,987,693
)
 
(15,277,141
)
 
(13,574,391
)
Net proceeds from the sale of beneficial unit certificates
 
60,003,863

 
—

 
41,591,576

Proceeds from debt financing
 
77,879,014

 
58,599,571

 
95,810,000




61


AMERICA FIRST TAX EXEMPT INVESTORS, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)


 
 
For the years ended,
 
 
2012
 
2011
 
2010
Sale of LP Interests
 
959,760

 
115,352

 
—

Decrease in liabilities related to restricted cash
 
70,320

 
281,275

 
(36,031
)
Debt financing costs
 
(264,762
)
 
(338,903
)
 
(3,903,782
)
Principal payments on debt financing
 
(8,835,000
)
 
(14,861,669
)
 
(55,742,635
)
Principal payments on mortgages payable
 
(10,893,390
)
 
—

 
(18,858,175
)
Loan extension payment
 
—

 
—

 
(246,485
)
Acquisition of interest rate cap agreements
 
—

 
—

 
(2,694,600
)
Net cash provided by financing activities
 
99,932,112

 
28,518,485

 
42,345,477

Net increase (decrease) in cash and cash equivalents
 
10,118,087

 
6,936,365

 
(4,003,487
)
Cash and cash equivalents at beginning of period, including cash and cash equivalents of discontinued operations of $126,572, $65,527, and $198,528, respectively
 
20,213,413

 
13,277,048

 
17,280,535

Cash and cash equivalents at end of period, including cash and cash equivalents of discontinued operations of $158,727, $126,572, and $65,527, respectively
 
$
30,331,500

 
$
20,213,413

 
$
13,277,048

 
 
 
 
 
 
 
Supplemental Cash Flow Information:
 
 
 
 
 
 
Cash paid during the period for interest
 
$
4,437,961

 
$
3,580,562

 
$
2,487,421

Distributions declared but not paid
 
$
5,566,908

 
$
3,911,340

 
$
3,803,399

Cash received for the sale of the MF Properties eliminated in consolidation (Notes 3, 5 and 8)
 
$
7,265,000

 
$
—

 
$
16,192,000

Cash paid for purchase of tax-exempt mortgage revenue bond eliminated in consolidation (Notes 3, 5 and 8)
 
$
(9,465,000
)
 
$
—

 
$
(18,313,000
)
Cash paid for taxable loan eliminated in consolidation (Notes 3, 5 and 8)
 
$
(850,000
)
 
$
—

 
$
(1,236,236
)
Capital expenditures financed through accounts and notes payable
 
$
2,584,417

 
$
8,949,253

 
$
95,646

 The accompanying notes are an integral part of the consolidated financial statements. 


62


AMERICA FIRST TAX EXEMPT INVESTORS, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010

1.  Organization

America First Tax Exempt Investors, L.P. (the “Partnership”) was formed on April 2, 1998, under the Delaware Revised Uniform Limited Partnership Act for the purpose of acquiring, holding, selling and otherwise dealing with a portfolio of federally tax-exempt mortgage revenue bonds which have been issued to provide construction and/or permanent financing of multifamily residential apartments. Interest on these bonds is excludable from gross income for federal income tax purposes.  As a result, most of the income earned by the Partnership is exempt from federal income taxes.  Our general partner is America First Capital Associates Limited Partnership Two (“AFCA 2” or “General Partner”).  The Partnership will terminate on December 31, 2050, unless terminated earlier under provisions of its Agreement of Limited Partnership.

2.  Summary of Significant Accounting Policies

Principles of Consolidation
The consolidated financial statements of the Company reported in this Form 10-K include the financial position and results of operations of the Partnership, the MF Properties owned by various limited partnerships in which one of the Partnership's wholly-owned subsidiaries (each a “Holding Company”) holds a 99% limited partner interest, three entities in which the Partnership does not hold an ownership interest but which own multifamily apartment properties financed with tax-exempt mortgage revenue bonds held by the Partnership and which are treated as variable interest entities ("VIEs") of which the Partnership has been determined to be the primary beneficiary (the “Consolidated VIEs”). The Consolidated Subsidiaries of the Partnership consist of:

• 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 11).
• Seven multifamily apartments ("MF Properties") of which six are majority owned by a subsidiary of the Partnership. The seventh MF Property is Maples on 97th whose operating results are reported by the Partnership as a result of a Master Lease Agreement between the Partnership and the owner of that property (Note 4).
• Four properties, Crescent Village, Post Woods, and Willow Bend apartments in Ohio (the “Ohio Properties”), and the Greens of Pine Glen Property ("Greens Property") are reported as discontinued operations (Note 10).

Under the consolidation guidance, the Partnership must make an evaluation of the entities which own the multifamily properties financed with tax-exempt mortgage revenue bonds it holds to determine if these entities meet the definition of a VIE. Generally, a VIE is an entity with one or more of the following characteristics: (a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about an entity's activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests and substantially all of the entity's activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights.

The guidance requires the Partnership to perform an analysis to determine whether its variable interests give it a controlling financial interest in a VIE. This analysis identifies the primary beneficiary, the entity that must consolidate the VIE, as the entity that has (1) the power to direct the activities of a VIE that most significantly impact the entity's economic performance and (2) the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE.  Upon adoption of this revised accounting standard, the Partnership re-evaluated all of its investments to determine if the property owners are VIEs and, if so, whether the Partnership is the primary beneficiary of the VIE. The guidance also requires ongoing assessments of whether an enterprise is the primary beneficiary of a VIE. As a result, changes to the Consolidated VIEs may occur in the future based on changes in circumstances. The accounting guidance on consolidations is complex and requires significant analysis and judgment.

Stand-alone financial information of the Partnership reported in this Form 10-K includes only the financial position and results of operation of the Partnership and the MF Properties without the consolidation of the VIEs.  In the Company's consolidated financial statements, all transactions and accounts between the Partnership, the MF Properties and the VIEs have been eliminated in consolidation.


63


The General Partner does not believe that the consolidation of the VIEs for reporting under generally accepted accounting principles in the United States of America (“GAAP”) impacts the Partnership's tax status, amounts reported to Beneficial Unit Certificate (“BUC”) holders on IRS Form K-1, the Partnership's ability to distribute tax-exempt income to unitholders, the current level of quarterly distributions or the tax-exempt status of the underlying mortgage revenue bonds.

Purchase Accounting
Pursuant to the guidance on business combinations, the Company allocates the total acquisition cost of a property acquired to the land, building, and leases in existence as of the date of acquisition based on their relative fair values.  The building is valued as if vacant. The estimated valuation of in-place leases is calculated by applying a risk-adjusted discount rate to the projected cash flow deficit at each property during an assumed lease-up period for these properties. This allocated cost is amortized over the average remaining term of the leases and is included in the statement of operations under depreciation and amortization expense.

Cash and Cash Equivalents
Cash and cash equivalents include highly liquid securities and investments in federally tax-exempt securities with maturities of three months or less when purchased.
 
Concentration of Credit Risk
The Company maintains the majority of its unrestricted cash balances at two financial institutions.  The balances insured by the Federal Deposit Insurance Corporation have been temporarily increased to $250,000 at each institution.  At various times the cash balances exceeded the $250,000 limit.  The Company is also exposed to risk on its short-term investments in the event of non-performance by counterparties.  The Company does not anticipate any non-performance.  This risk is minimized significantly by the Company's portfolio being restricted to investment grade securities.

Restricted Cash
Restricted cash, which is legally restricted to use, is comprised of resident security deposits, required maintenance reserves, escrowed funds, restricted compensating balances, and property rehabilitation.  At December 31, 2012, certain of our credit facilities require restricted cash balances as additional collateral. Specifically, the tax-exempt bond securitization ("TEBS") facility, discussed below, required approximately $725,000, and two of the mortgages required approximately $2.9 million held as restricted cash balances.
 
Investment in Tax-Exempt Mortgage Revenue Bonds and other tax-exempt bonds
The Company accounts for its investments in tax-exempt mortgage revenue bonds and other tax-exempt bonds under the guidance for accounting for certain investments in debt and equity securities. The guidance requires investments in securities to be classified as one of the following: 1) held-to-maturity, 2) available-for-sale, or 3) trading securities. All of the Company's investments in tax-exempt mortgage revenue bonds and other tax-exempt bonds are classified as available-for-sale, and are reported at estimated fair value with the net unrealized gains or losses reflected in other comprehensive income. Unrealized gains and losses do not affect the cash flow of the bonds, distributions to unitholders, or the characterization of the tax-exempt interest income of the financial obligation of the underlying collateral.

There is no active trading market for the bonds and price quotes for the bonds are not available.  As a result, the Company bases its estimate of fair value of the tax-exempt mortgage revenue bonds using discounted cash flow or yield to maturity analyses performed by management. This calculation methodology encompasses a significant amount of management judgment in its application.  If available, management may also consider price quotes on similar bonds or other information from external sources, such as pricing services or broker quotes.  Pricing services, broker quotes and management's analyses provide indicative pricing only.

The Company periodically reviews each of its tax-exempt mortgage revenue bonds for impairment.  The Company evaluates whether unrealized losses are considered to be other-than-temporary based on a number of factors including:

•
The duration and severity of the decline in fair value,
•
The Company's intent to hold and the likelihood of it being required to sell the security before its value recovers,
•
Adverse conditions specifically related to the security, its collateral, or both,
•
Volatility of the fair value of the security,
•
The likelihood of the borrower being able to make payments,
•
Failure of the issuer to make scheduled interest or principal payments, and
•
Recoveries or additional declines in fair value after the balance sheet date.
 

64


While the Company evaluates all available information, it focuses specifically on whether it has the intent to sell the securities prior to the time that their value recovers or until maturity, whether it is likely that the Company will be required to sell the securities before a recovery in value and whether the Company expects to recover the securities' entire amortized cost basis.  The ability to recover the securities' entire amortized cost basis is based on the likelihood of the issuer being able to make required principal and interest payments on the security.  The primary source of repayment of the amortized cost is the cash flows produced by the property which serve as the collateral for the bonds.  The Company utilizes a discounted cash flow model for the underlying property that serves as collateral on the bond and compares the results of the model to the amortized cost basis of the bond.  These models reflect the cash flows expected to be generated by the underlying properties over a ten year period, including an assumed property sale at the end of year ten, discounted using the effective interest rate on the bonds in accordance with the accounting guidance on other-than-temporary impairment of debt securities.  The inputs to these models require management to make assumptions the most significant of which include:

•
Revenue and expense projections for the property operations, which result in the estimated net operating income generated over the ten year holding period assumed in the model.  Base year (model year one) assumptions are based on historical financial results and operating budget information.  Base year assumptions are then adjusted for expected changes in occupancy, rental rates and expenses, and
•
The capitalization rate utilized to estimate the sales proceeds from an assumed property sale in year ten of the model.  The capitalization rate used in the current year models ranged between 6.25% and 7.5% which the Company believes represents a reasonable range given the current market for multifamily properties.

The revenue, expense and resulting net operating income projections which are the basis for the discounted cash flow model are based on judgment.  Operating results from a multifamily residential property depend on the rental and occupancy rates of the property and the level of operating expenses.  Occupancy rates and rents are directly affected by the supply of, and demand for, apartments in the market areas in which a property is located.  This, in turn, is affected by several factors such as local or national economic conditions, the amount of new apartment construction and interest rates on single-family mortgage loans.  In addition, factors such as government regulation, inflation, real estate and other taxes, labor problems and natural disasters can affect the economic operations of a property.

If the discounted cash flows from a property are less than the amortized cost of the bond, the Company believes that there is a strong indication that the cash flows from the property will not support the payment of the required principal and interest on the bond and, accordingly, the bonds are considered other-than-temporarily impaired.  If an other-than-temporary impairment exists, the amortized cost basis of the tax-exempt mortgage revenue bond is written down to its estimated fair value.  The amount of the write-down representing a credit loss is accounted for as a realized loss on the statement of operations.  The amount of the write-down representing a non-credit loss is recorded to other comprehensive income. The difference between the amortized cost basis and the discounted cash flows using the effective interest rate represents the credit loss. Any residual decline in value would be considered the interest related loss or non-credit loss. The recognition of an other-than-temporary impairment and the potential impairment analysis are subject to a considerable degree of judgment, the results of which when applied under different conditions or assumptions could have a material impact on the financial statements. If the Company experiences deterioration in the values of its investment portfolio, the Company may incur impairments to its investment portfolio which could negatively impact the Company's financial condition, cash flows, and reported earnings.

The Company owns some tax-exempt mortgage revenue bonds which were purchased at a discount or premium. The discount or premium on a tax-exempt investment is amortized on an effective yield method and the result is realized in investment income in the current period.

The Company eliminates the tax-exempt mortgage revenue bonds and the associated interest income and interest receivable when it consolidates the underlying real estate collateral in accordance with implementation of the consolidation guidance for variable interest entities.


65


Variable interest entities (“VIEs”)
When the Partnership invests in a tax-exempt mortgage revenue bond which is collateralized by a multifamily property, the Partnership will evaluate the entity which owns the property financed by the tax-exempt mortgage revenue bond to determine if it is a VIE as defined by the guidance on consolidations. The guidance on consolidations is a complex standard that requires significant analysis and judgment. If it is determined that the entity is a VIE, the Partnership will then evaluate if it is the primary beneficiary of such VIE, by determining whether the Partnership will absorb the majority of the VIE's expected losses, receive a majority of the VIE's residual returns, or both. If the Partnership determines itself to be the primary beneficiary of the VIE, then the assets, liabilities and financial results of the related multifamily property will be consolidated in the Partnership's financial statements. As a result of such consolidation, the tax-exempt or taxable debt financing provided by the Partnership to such consolidated VIE will be eliminated as part of the consolidation process. However, the Partnership will continue to receive interest and principal payments on such debt and these payments will retain their characterization as either tax-exempt or taxable interest for income tax reporting purposes. Since the Partnership has no legal ownership of the VIEs, creditors of the VIEs have no recourse to the Partnership.  
 
Investment in Public Housing Capital Fund Trusts Certificates and Mortgage-Backed Securities
The Company accounts for its investments in Public Housing Capital Fund Trust Certificates ("PHC Certificates") and mortgage backed securities ("MBS") under the guidance for accounting for certain investments in debt and equity securities. The guidance requires investments in securities to be classified as one of the following: 1) held-to-maturity, 2) available-for-sale, or 3) trading securities. All of the Company's PHC Certificates and MBS investments are classified as available-for-sale, and are reported at estimated fair value with the net unrealized gains or losses reflected in other comprehensive income. Unrealized gains and losses do not affect the cash flow of the bonds, distributions to unitholders, or the characterization of the tax-exempt interest income of the financial obligation of the underlying collateral.
There is no active trading market for the bonds and price quotes for the bonds are not available and the estimates of the fair values of the PHC certificates are based on a yield to maturity analysis which begins with the current market yield rate for a “AAA” rated tax-free municipal bond for a term consistent with the weighted-average life of each of the Public Housing Capital Fund trusts adjusted largely for unobservable inputs the General Partner believes would be used by market participants. Management’s valuation encompasses judgment in its application and pricing as determined by pricing services, when available, is compared to Management's estimates.
The Company periodically reviews each class of PHC Certificates for impairment. The Company evaluates whether a decline in the fair value of a PHC Certificate below its amortized cost is other-than temporary based on a number of factors including:
•
The duration and severity of the decline in fair value,
•
The Company's intent to hold and the likelihood of it being required to sell the security before its value recovers,
•
Downgrade in the security's rating by S&P,
•
Volatility of the fair value of the security,

The Company values each MBS security based upon prices obtained from a third party pricing service, which are indicative of market activity. The valuation methodology of the Company's third party pricing service incorporates commonly used market pricing methods, incorporates trading activity observed in the market place, and other data inputs. The methodology also considers the underlying characteristics of each security, which are also observable inputs, including: coupon; maturity date; loan age; reset date; collateral type; geography; and prepayment speeds. Management analyzes pricing data received from the third party pricing service by comparing it to valuation information obtained from at least one other third party pricing service and ensuring they are within a tolerable range of difference which the Company estimates as 7.5% . Management also looks at observations of trading activity in the market place when available.
The Company periodically reviews each MBS security for impairment. The Company evaluates whether a decline in the fair value of a security below its amortized cost is other-than-temporary based on a number of factors including the duration and severity of the decline in fair value and the Company's intend and ability to hold the security until its value recovers. Each MBS security has been rated either "AAA" or "AA" by either S&P or Moody's. A downgrade in rating for each MBS or new issuances of similar MBS with ratings by S&P or Moody's below the "A" rating would be a factor in concluding that an impairment is other-than-temporary.


66


Investments in Real Estate
The Company's investments in real estate are carried at cost less accumulated depreciation. Depreciation of real estate is based on the estimated useful life of the related asset, generally 19-40 years on multifamily residential apartment buildings and five to 15 years on capital improvements and is calculated using the straight-line method. Maintenance and repairs are charged to expense as incurred, while improvements, renovations, and replacements are capitalized.

Management reviews each property for impairment at least annually and whenever events or changes in circumstances indicate that the carrying value of a property may not be recoverable. The review of recoverability is based upon comparing the net book value of each real estate property to the sum of its estimated undiscounted future cash flows. If impairment exists due to the inability to recover the carrying value of a property, an impairment loss is recorded to the extent that the carrying value of the property exceeds its estimated fair value.

In October 2010, the Texas Department of Housing and Community Affairs (“TDHCA”) issued a Notice of Termination of Tax Credit Assistance Program (“TCAP”) Funding to the General Partner of Residences at Weatherford. Together with the General Partner, the Company unsuccessfully appealed the termination. Based on the termination notice, the Company determined that the property fixed assets of Residences at Weatherford and the associated tax-exempt mortgage revenue bond which is eliminated in consolidation were impaired. As of December 31, 2010, the property fixed assets, consisting of land and land improvements, and the associated tax-exempt mortgage revenue bond owned by the Partnership have been written down to estimated fair value. The resulting impairment charge of approximately $2.7 million is attributable to the unitholders. In February 2011, the Company foreclosed on the current ownership and built 76 units on the Weatherford property (Note 8). There were no real estate impairment charges recognized in the years ended December 31, 2012 and 2011.
 
Property Loans
In addition to the tax-exempt mortgage revenue bonds held by the Company, loans have been made to the owners of the some of the properties which secure the bonds.  The repayment of these loans is dependent largely on the value of the property or its cash flows which collateralizes the loan.  The Company periodically evaluates these loans for potential losses by estimating the fair value of the property which collateralize the loans and comparing the fair value to the outstanding tax-exempt mortgage revenue bonds plus any property loans.  The Company utilizes the discounted cash flow model discussed above except that in estimating a property fair value we evaluate a number of different discounted cash flow ("DCF") models that contain varying assumptions.   The various models may assume multiple revenue and expense scenarios, various capitalization rates, and multiple discount rates.  The Company may also consider other information such as independent appraisals in estimating a property fair value.

If the estimated fair value of the property after deducting the amortized cost basis of the senior tax-exempt mortgage revenue bond exceeds the principal balance of the property loan then no potential loss is indicated and no allowance for loan loss is recorded.  If a potential loss is indicated, an allowance for loan loss is recorded against the outstanding loan amount and a loss is realized.  The determination of the need for an allowance for loan loss is subject to considerable judgment. For the years ended December 31, 2012, 2011, and 2010, the Company recognized a provision for loan losses of approximately $0, $4.2 million, and $562,000, respectively (Note 9).
  
Accounting for Tax Exempt Bond Securitization ("TEBS") and Tender Option Bond ("TOB") Financing Arrangements
The Company has evaluated the accounting guidance in regard to the TEBS and TOB Financing arrangements (Note 11) and has determined that the securitization transactions do not meet the accounting criteria for a sale or transfer of financial assets and will, therefore, be accounted for as a secured financing transactions. More specifically, the guidance on transfers and servicing sets forth the conditions that must be met to de-recognize a transferred financial asset. This guidance provides, in part, that the transferor has surrendered control over transferred assets if and only if the transferor does not maintain effective control over the transferred assets through any of the following:

1.
An agreement that both entitles and obligates the transferor to repurchase or redeem them before their maturity,
2.
The ability to unilaterally cause the holder to return specific assets, other than through a cleanup call, or
3.
An agreement that permits the transferee to require the transferor to repurchase the transferred financial assets at a price that is so favorable to the transferee that it is probable that the transferee will require the transferor to repurchase them.


67


The TEBS Financing agreements contain certain provisions that allow the Company to (1) cause the return of certain individual bonds under defined circumstances, (2) cause the return of all of the bonds by electing an Optional Series Pool Release or (3) cause the return of any defaulted bonds. The Optional Series Pool Release is defined in the agreements as two specific dates, September 15, 2017, or September 15, 2020, on which the Company has the option to repurchase all of the securitized bonds. Given these terms, the Company has concluded that the condition in item 2 above is present in the agreements and, therefore, effective control over the transferred assets has not occurred. As effective control has not been transferred, the transaction does not meet the conditions to de-recognize the assets resulting in the TEBS Financing being presented on the Company's consolidated financial statements as a secured financing. The TOB Financing agreements contain certain provisions that allow the Company to call the bonds held in the tender option bond trusts ("TOB Trusts") through their ownership of the residual participating interests ("LIFERS") so effective control has not been transferred resulting in the TOB Financings being presented on the Company's consolidated financial statements as secured financings.

In addition to evaluating the TEBS Financing as a sale or transfer of financial assets, we have evaluated the securitization trust associated with the TEBS Financing (the “TEBS Trust”) under the provisions of consolidation guidance. As part of the TEBS Financing, certain bond assets of the Partnership were securitized into the TEBS Trust with Freddie Mac. The TEBS Trust then issued Class A and B TEBS Certificates. Other Company investments are securitized into TOB Trusts with Deutsche Bank (“DB”). The TOB trustee then issued senior floating-rate participating interests ("SPEARS") and LIFERS. The Partnership has determined that the TEBS Trust is a VIE and the Class B Certificates owned by the Partnership create a variable interest in the TEBS Trust. It was also determined that the TOB Trusts are VIEs and the LIFERS owned by the Company create a variable interest entity in the TOB Trusts.

In determining the primary beneficiary of the TEBS Trust and TOB Trusts, the Partnership considered the activities of each of the VIEs which most significantly impact the VIE's economic performance, who has the power to control such activities, the risks which the entity was designed to create, the variability associated with those risks and the interests which absorb such variability. The Partnership has retained the right, pursuant to the TEBS Financing agreements, to either substitute or reacquire some or all of the securitized bonds at various future dates and under various circumstances. As a result, the Partnership determined it had retained a controlling financial interest in the TEBS Trust because such actions effectively provide the Partnership with the ability to control decisions pertaining to the VIE's management of interest rate and credit risk. While in the TEBS Trust, the bond assets may only be used to settle obligations of the trust and the liabilities of the trust do not provide the Class A certificate holders with recourse to the general credit of the Partnership.

The Partnership also determined it was the primary beneficiary of the TOB Trusts as it has the right to cause each TOB trust to sell the securitized asset in each specific TOB Trust. If the securitized assets were sold, the extent to which the VIE will be exposed to gains or losses from changes in the fair market value of the securitized assets would result from decisions made by the Partnership.

It was determined that the Partnership met both of the primary beneficiary criteria and was the most closely associated with the VIE and, therefore, was determined to be the primary beneficiary under these financing arrangements. Given these accounting determinations, the TEBS Financing and the associated TEBS Trust are presented as a secured financing within the consolidated financial statements. The TOB Financings and associated TOB trusts are also presented as a secured financing within the consolidated financial statements.
 
Deferred Financing Costs
Debt financing costs are capitalized and amortized on the effective interest method over the stated maturity of the related debt financing agreement. Bond issuance costs are capitalized and amortized on the effective interest method over the stated maturity of the related tax-exempt mortgage revenue bonds.  As of December 31, 2012 and 2011, debt financing costs and bond issuance costs of $4.6 million and $4.7 million, respectively, were included in other assets. These costs are reduced on the balance sheet by the accumulated amortization of approximately $1.8 million and $1.3 million as of December 31, 2012 and 2011, respectively.

Comprehensive Income (Loss)
In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income (Topic 220), requiring entities to present net income (loss) and other comprehensive income (loss) in either a single continuous statement or in two separate, but consecutive, statements of net income (loss) and other comprehensive income (loss). ASU No. 2011-05 is effective for statements issued by the Company after January 1, 2012. In December 2011, the FASB Issued ASU 2011-12, Comprehensive Income, which defers certain portions of ASU 2011-05 and indefinitely deferred the requirement to present classification adjustments out of accumulated other comprehensive income by component. The Company early adopted the provisions of ASU No. 2011-05 and ASU No. 2011-12 in 2011 and accordingly 2010 has been retrospectively presented.


68


Income Taxes
No provision has been made for income taxes because the unitholders are required to report their share of the Partnership's taxable income for federal and state income tax purposes.  Certain of the Consolidated VIEs and wholly-owned subsidiaries of the Partnership are corporations that are subject to federal and state income taxes.  At December 31, 2012 and 2011, the Company evaluated whether it was more likely than not that any deferred tax assets would be realized.  The Company has recorded a full valuation allowance of approximately $10.0 million and $9.6 million at December 31, 2012 and 2011, respectively, against the deferred tax assets created at these entities by timing differences because the realization of these future benefits is not more likely than not.

Revenue Recognition on Investments in Tax-Exempt Mortgage Revenue Bonds
The interest income received by the Partnership from its tax-exempt mortgage revenue bonds is dependent upon the net cash flow of the underlying properties. Base interest income on fully performing tax-exempt mortgage revenue bonds is recognized as it is earned. Base interest income on tax-exempt mortgage revenue bonds not fully performing is recognized as it is received. Past due base interest on tax-exempt mortgage revenue bonds, which are or were previously not fully performing, is recognized as it is received. The Partnership reinstates the accrual of base interest once the tax-exempt mortgage revenue bond's ability to perform is adequately demonstrated. Contingent interest income, which is only received by the Partnership if the property financed by a tax-exempt mortgage revenue bond that contains a contingent interest provision generates excess available cash flow as set forth in each bond, is recognized when realized or realizable. Past due contingent interest on tax-exempt mortgage revenue bonds, which are or were previously not fully performing, is recognized when realized or realizable. As of December 31, 2012 and 2011, the Company's tax-exempt mortgage revenue bonds were fully performing as to their base interest with the exception of the Woodland Park bond.

An evaluation was performed during fiscal 2011 which determined that the interest receivable accrued on the Woodland Park bond was impaired and an approximate $953,000 allowance for loss on receivables was recorded. The Partnership received two interest payments during 2012 and recorded an additional allowance of approximately $453,000 against the remaining interest receivable in 2012.

Revenue Recognition on Investments in Real Estate, MBS, and PHC Certificates
The Partnership's Consolidated VIEs and the MF Properties (Note 8) are lessors of multifamily rental units under leases with terms of one year or less. Rental revenue is recognized, net of rental concessions, on a straight-line method over the related lease term.

Interest income on the MBS and PHC Certificates is recognized as it is earned (Note 6 and Note 7).

Derivative Instruments and Hedging Activities
The Company accounts for its derivative and hedging activities in accordance with the guidance on Derivatives and Hedging. The guidance on Derivatives and Hedging requires the recognition of all derivative instruments as assets or liabilities in the Company's consolidated balance sheets and measurement of these instruments at fair value. The accounting treatment is dependent upon whether or not a derivative instrument is designated as a hedge and, if so, the type of hedge.  The Company's interest rate derivative agreements do not have a specific hedge designation under the guidance on derivatives and hedging, and therefore changes in fair value are recognized in the consolidated statements of operations as interest expense.  The Company is exposed to loss should a counterparty to its derivative instruments default.  The Company does not anticipate non-performance by any counterparty.  The fair value of the interest rate derivative agreements is determined based upon current price quotes by recognized dealers.


69


Net Income per BUC
Net income per BUC has been calculated based on the weighted average number of BUCs outstanding during each year presented. The Partnership has no dilutive equity securities and, therefore, basic net income per BUC is the same as diluted net income per BUC.  The following table provides a reconciliation of net income per BUC holder:

 
 
 
Years Ended December 31,
 
 
 
2012
 
2011
 
2010
Calculation of unitholders' interest in income (loss) from continuing operations:
 
 
 
 
 
 

 
Income (loss) from continuing operations
 
$
2,763,762

 
$
(2,425,355
)
 
$
(134,673
)
 
Less: general partners' interest in income
 
331,403

 
144,837

 
33,227

 
Unallocated loss related to variable interest entities
 
(1,522,846
)
 
(1,289,539
)
 
(2,466,260
)
 
Noncontrolling interest
 
549,194

 
570,759

 
(203,831
)
 
Unitholders' interest in income (loss) from continuing operations
 
$
3,406,011

 
$
(1,851,412
)
 
$
2,502,191

Calculation of unitholders' interest in income (loss) from discontinued operations:
 
 
 
 
 
 
 
Income (loss) from discontinued operations
 
$
2,232,276

 
$
752,192

 
$
(469,518
)
 
Less: general partners' interest in income
 
359,909

 
7,522

 
(4,695
)
 
Unallocated income related to variable interest entities
 
—

 
—

 
—

 
Unitholders' interest in discontinued operations
 
$
1,872,367

 
$
744,670

 
$
(464,823
)
Calculation of unitholders' interest in net income (loss)
 
 
 
 
 
 
 
Net income (loss)
 
$
4,996,038

 
$
(1,673,163
)
 
$
(604,191
)
 
Less: general partners' interest in net income
 
691,312

 
152,359

 
28,532

 
Unallocated (loss) related to variable interest entities
 
(1,522,846
)
 
(1,289,539
)
 
(2,466,260
)
 
Noncontrolling interest
 
549,194

 
570,759

 
(203,831
)
 
Unitholders' interest in net income (loss)
 
$
5,278,378

 
$
(1,106,742
)
 
$
2,037,368

 
 
 
 
 
 
 
Weighted average number of units outstanding (basic and diluted)
 
37,367,600

 
30,122,928

 
27,493,449

Unitholders' interest in net income per BUC (basic and diluted):
 
 
 
 
 
 
 
Income (loss) from continuing operations
 
$
0.09

 
$
(0.06
)
 
$
0.09

 
Income (loss) from discontinued operations
 
0.05

 
0.02

 
(0.02
)
 
Net income (loss)
 
$
0.14

 
$
(0.04
)
 
$
0.07


Use of estimates in preparation of consolidated financial statements
The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates and assumptions include those used in determining investment valuation, investment impairments, impairment of property assets, and allowance for loan losses.

3.  Partnership Income, Expenses and Cash Distributions

The Agreement of Limited Partnership of the Partnership contains provisions for the distribution of Net Interest Income, Net Residual Proceeds and Liquidation Proceeds, for the allocation of income or loss from operations and for the allocation of income and loss arising from a repayment, sale or liquidation of investments.  Income and losses will be allocated to each unitholder on a periodic basis, as determined by the General Partner, based on the number of BUCs held by each unitholder as of the last day of the period for which such allocation is to be made. Distributions of Net Interest Income and Net Residual Proceeds will be made to each unitholder of record on the last day of each distribution period based on the number of BUCs held by each unitholder as of such date. For purposes of the Agreement of Limited Partnership, cash distributions, if any, received by the Partnership from the Investment in MF Properties (Note 8) will be included in the Partnership's Interest Income and cash distributions received by the Partnership from the sale of such properties will be included in the Partnership Residual Proceeds.


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Cash distributions are currently made on a quarterly basis but may be made on a monthly or semiannual basis at the election of AFCA 2.  On each distribution date, Net Interest Income is distributed 99% to the unitholders and 1% to AFCA 2 and Net Residual Proceeds are distributed 100% to unitholders except that Net Interest Income and Net Residual Proceeds representing contingent interest in an amount equal to 0.9% per annum of the principal amount of the mortgage bonds on a cumulative basis (defined as Net Interest Income (Tier 2) and Net Residual Proceeds (Tier 2), respectively) are distributed 75% to the unitholders and 25% to AFCA 2.
 
The unallocated deficit of the Consolidated VIEs is primarily comprised of the accumulated historical net losses of the Consolidated VIEs as of the date of the implementation of the guidance on consolidations. The unallocated deficit of the Consolidated VIEs and the Consolidated VIEs' net losses subsequent to that date are not allocated to the General Partner and unitholders as such activity is not contemplated by, or addressed in, the Agreement of Limited Partnership.

The distributions paid or accrued per BUC during the fiscal years ended December 31, 2012, 2011, and 2010 were as follows:

 
 
For the
Year Ended
 
For the
Year Ended
 
For the
Year Ended
 
 
December 31, 2012

 
December 31, 2011

 
December 31, 2010

Cash Distributions
 
0.5000

 
0.5000

 
0.5000

 
4.  Variable Interest Entities

Although each multifamily property financed with tax-exempt mortgage revenue bonds held by the Partnership is owned by a separate entity in which the Partnership has no equity ownership interest, the debt financing provided by the Partnership creates a variable interest in these ownership entities that may require the Partnership to report the assets, liabilities and results of operations of these entities on a consolidated basis under GAAP.   Under consolidation guidance, the Partnership must make an evaluation of these entities to determine if they meet the definition of a VIE. 

At December 31, 2012 and 2011, the Partnership determined that five of the entities financed by tax-exempt mortgage revenue bonds owned by the Partnership were held by VIEs.  These VIEs were Ashley Square, Bent Tree, Cross Creek, Fairmont Oaks, and Lake Forest. The Partnership then determined that it is the primary beneficiary of three of these VIEs; Bent Tree, Fairmont Oaks, and Lake Forest and has continued to consolidate these entities.  In June 2011, the ownership of Iona Lakes became a not-for-profit entity and Iona Lakes ceased to be reported as a Consolidated VIE. The Partnership has also determined that the Exchange Accommodation Titleholder ("EAT (Maples on 97th)") is a VIE based on its Qualified Exchange Accommodation Agreement and Master Lease Agreement with EAT (Maples on 97th).

The Partnership does not hold an equity interest in these five VIEs and therefore, the assets of the VIEs cannot be used to settle the general commitments of the Partnership and the Partnership is not responsible for the commitments and liabilities of the VIEs.  The primary risks to the Partnership associated with the five VIEs financed by tax-exempt mortgage revenue bonds owned by the Partnership relate to the entities ability to meet debt service obligations to the Partnership and the valuation of the underlying multifamily apartment property which serves as bond collateral. The EAT (Maples on 97th) VIE has no other capital than the funding provided by the Partnership so the risk to the Partnership is that it will not recover the funding already provided.

The following is a discussion of the significant judgments and assumptions made by the Partnership in determining the primary beneficiary of the VIE and, therefore, whether the Partnership must consolidate the VIE.

Consolidated VIEs

At December 31, 2012, the Partnership determined it is the primary beneficiary of the Bent Tree, EAT (Maples on 97th), Fairmont Oaks, and Lake Forest VIEs. The capital structure of Bent Tree, Fairmont Oaks, and Lake Forest VIEs consists of senior debt, subordinated debt, and equity capital. The senior debt is in the form of a tax-exempt mortgage revenue bond and accounts for the majority of the VIEs' total capital. As the bondholder, the Partnership is entitled to principal and interest payments and has certain protective rights as established by the bond documents. The equity ownership in these entities is ultimately held by corporations which are owned by four individuals, three of which are related parties. Additionally, each of these properties is managed by an affiliate of the Partnership, America First Properties Management Company, LLC (“Properties Management”) which is an affiliate of the Burlington Capital Group, LLC ("Burlington").


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In August 2012, the Partnership sold the Commons at Churchland property for approximately $8.1 million resulting in a gain of approximately $1.3 million. In a separate August 2012 transaction, the Partnership closed on the purchase of the Maples on 97th property (“replacement property”), located in Omaha, Nebraska, for a purchase price of approximately $5.5 million through the execution of a Qualified Exchange Accommodation Agreement that assigned the right to acquire and own the replacement property to a wholly-owned subsidiary of a Title Company (EAT (Maples on 97th)) for a period not to exceed six months. During this six month holding period, the Partnership will rehabilitate the replacement property. The Partnership lent the EAT (Maples on 97th) the necessary funds to purchase the replacement property; there is no other capital within that entity.

The EAT (Maples on 97th) then executed a Master Lease Agreement and Construction Management Agreement with the Partnership. These two agreements give the Partnership the rights and obligations to manage the replacement property as well as the rehabilitation during the six month hold period. In addition, the Qualified Exchange Accommodation Agreement stipulates that title to the Property is to revert back to a subsidiary of the Partnership no later than the end of the six month holding period. The Partnership has determined that it is the primary beneficiary of the EAT (Maples on 97th). Based on the terms of the Master Lease Agreement, the Partnership determined that it will report the rental income and related real estate operating expenses for the Maples on 97th property during the six month holding period as an MF Property since it has all the rights and obligations of landlord for the property. In February 2013, title to the Maples on 97th property transferred to the Partnership from the EAT.

In determining the primary beneficiary of these VIEs, the Partnership considered the activities of the VIE which most significantly impact the VIEs' economic performance, who has the power to control such activities, the risks which the entities were designed to create, the variability associated with those risks and the interests which absorb such variability. The Partnership also considered the related party relationships of the entities involved in the VIEs. It was determined that the Partnership, as part of the related party group, met both of the primary beneficiary criteria and was the most closely associated with the VIEs and, therefore, was determined to be the primary beneficiary.

Non-Consolidated VIEs

The Company does not consolidate two VIE entities, Ashley Square and Cross Creek. In determining the primary beneficiary of these VIEs, the Partnership considered the activities of each VIE which most significantly impact the VIEs' economic performance, who has the power to control such activities, the risks which the entities were designed to create, the variability associated with those risks and the interests which absorb such variability. The significant activities of the VIE that impact the economic performance of the entity include leasing and maintaining apartments, determining if the property is to be sold, decisions relating to debt refinancing, the selection of or replacement of the property manager and the approval of the operating and capital budgets. As discussed below, while the capital structures of these VIEs resulted in the Partnership holding a majority of the variable interests in these VIEs, the Partnership determined it does not have the power to direct the activities of these VIEs that most significantly impact the VIEs' economic performance and, as a result, is not the primary beneficiary of these VIEs.
Ashley Square - Ashley Square Housing Cooperative acquired the ownership of the Ashley Square apartments in December 2008 from Ashley Square LLC through a warranty deed of transfer and an assumption of debt. This transfer of ownership constitutes a reconsideration event as outlined in consolidation guidance which triggers a re-evaluation of the holders of variable interests to determine the primary beneficiary of the VIE. The capital structure of the VIE consists of senior debt, subordinated loans. and equity capital. The senior debt is in the form of tax-exempt mortgage revenue bonds that are 100% owned by the Partnership and account for the majority of the VIE's total capital. As the bondholder, the Partnership is entitled to principal and interest payments and has certain protective rights as established by the bond documents. The VIE is organized as a housing cooperative and the 99% equity owner of this VIE is The Foundation for Affordable Housing (“FAH”), an unaffiliated Nebraska non-profit organization. Additionally, this property is managed by Properties Management.

Cross Creek - Cross Creek Apartments Holdings LLC is the owner of the Cross Creek Apartments. On January 1, 2010, Cross Creek Apartment Holdings LLC entered into a new operating agreement and admitted three new members. These new members committed approximately $2.2 million of capital, payable in three installments including $563,000 on January 1, 2010. The new operating agreement and admission of new owner members constitutes a reconsideration event as outlined in the consolidation guidance which triggers a re-evaluation of the holders of variable interests to determine the primary beneficiary of the VIE. The capital structure of the VIE consists of senior debt, subordinated loans and equity capital at risk. The senior debt is in the form of tax-exempt mortgage revenue bonds that are 100% owned by the Partnership and account for the majority of the VIE's total capital. As the bondholder, the Partnership is entitled to principal and interest payments and has certain protective rights as established by the bond documents. The three newly admitted members of this VIE are each unaffiliated with the Partnership and have contributed significant equity capital to the VIE. These members collectively control a 99% interest in the VIE. The other 1% member of this VIE is FAH, which is also unaffiliated with the Partnership. Additionally, this property is managed by Properties Management.


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The following table presents information regarding the carrying value and classification of the assets held by the Partnership as of December 31, 2012 and 2011, which constitute a variable interest in Ashley Square and Cross Creek.
December 31, 2012
 
Balance Sheet
 
 Carrying
 
 Maximum Exposure
 
Classification
 
 Value
 
 to Loss
Ashley Square Apartments
 
 
 
 
 
Tax-Exempt Mortgage Revenue Bond
Bond Investment
 
$
5,506,981

 
$
5,260,000

Property Loan
Other Asset
 
1,298,000

 
6,575,664

 
 
 
$
6,804,981

 
$
11,835,664

 
 
 
 
 
 
Cross Creek Apartments
 
 
 
 
 
Tax-Exempt Mortgage Revenue Bond
Bond Investment
 
$
7,999,335

 
$
6,004,424

Property Loans
Other Asset
 
3,383,615

 
3,383,615

 
 
 
$
11,382,950

 
$
9,388,039


December 31, 2011
 
Balance Sheet
 
 Carrying
 
 Maximum Exposure
 
Classification
 
 Value
 
 to Loss
Ashley Square Apartments
 
 
 
 
 
Tax-Exempt Mortgage Revenue Bond
Bond Investment
 
5,308,000

 
5,308,000

Property Loan
Other Asset
 
1,190,000

 
6,117,528

 
 
 
$
6,498,000

 
$
11,425,528

 
 
 
 
 
 
Cross Creek Apartments
 
 
 
 
 
Tax-Exempt Mortgage Revenue Bond
Bond Investment
 
7,785,645

 
5,961,478

Property Loans
Other Asset
 
3,564,755

 
3,564,755

 
 
 
$
11,350,400

 
$
9,526,233


The following tables provide information about the three VIEs at December 31, 2012 and 2011 in the Partnership's financial statements under the provisions of the guidance on consolidations. These schedules also include information on the tax-exempt mortgage revenue bonds owned by the Partnership which are eliminated in consolidation, as of December 31, 2012 and 2011, respectively. In addition to the tax-exempt mortgage revenue bonds detailed below, the Partnership has made taxable loans to these consolidated VIEs of $10.6 million and $10.3 million as of December 31, 2012 and 2011, respectively.
VIEs - December 31, 2012
 
 
 
 
 
 
Base
 
Principal
 
Income
 
 
 
 
Maturity
 
Interest
 
Outstanding at
 
Earned in
Property Name
 
Location
 
Date
 
Rate
 
December 31, 2012
 
2012
Bent Tree Apartments (1)
 
Columbia, SC
 
12/15/2030
 
6.25
%
 
$
7,614,000

 
$
477,938

Fairmont Oaks Apartments (1)
 
Gainseville, FL
 
4/1/2033
 
6.30
%
 
7,439,000

 
471,067

Lake Forest Apartments (1)
 
Daytona Beach, FL
 
12/1/2031
 
6.25
%
 
9,105,000

 
571,813

Total Tax-Exempt Mortgage Bonds
 
 
 
 
 
 
 
$
24,158,000

 
$
1,520,818

(1) Bonds held by ATAX TEBS I, LLC
VIEs - December 31, 2011
 
 
 
 
 
 
Base
 
Principal
 
Income
 
 
 
 
Maturity
 
Interest
 
Outstanding at
 
Earned in
Property Name
 
Location
 
Date
 
Rate
 
December 31, 2011
 
2011
Bent Tree Apartments (1)
 
Columbia, SC
 
12/15/2030
 
6.25
%
 
$
7,686,000

 
$
482,203

Fairmont Oaks Apartments (1)
 
Gainesville, FL
 
4/1/2033
 
6.30
%
 
$
7,520,000

 
$
475,839

Lake Forest Apartments (1)
 
Daytona Beach, FL
 
12/1/2031
 
6.25
%
 
$
9,201,000

 
$
577,813

Total Tax-Exempt Mortgage Bonds
 
 
 
 
 
 
 
$
24,407,000

 
$
1,535,855

(1) Bonds held by ATAX TEBS I, LLC


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The following tables present the effects of the consolidation of the VIEs on the Company's Consolidated Balance Sheets and Statements of Operations. As discussed above, the assets of the VIEs cannot be used to settle the general commitments of the Partnership and the Partnership is not responsible for the commitments and liabilities of the VIEs. The cash flows from the VIEs do not represent cash flows available to the Partnership.

Consolidating Balance Sheets as of December 31, 2012 and 2011:
 
 
Partnership as of December 31, 2012
 
 Consolidated VIEs as of December 31, 2012
 
 Consolidation -Elimination as of December 31, 2012
 
 Total as of December 31, 2012
Assets
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
30,123,447

 
$
49,326

 
$
—

 
$
30,172,773

Restricted cash
 
4,538,071

 
933,451

 
—

 
5,471,522

Interest receivable
 
14,131,063

 
—

 
(5,657,703
)
 
8,473,360

Tax-exempt mortgage revenue bonds held in trust
 
124,149,600

 
—

 
(24,615,518
)
 
99,534,082

Tax-exempt mortgage revenue bonds
 
45,703,294

 
—

 
—

 
45,703,294

Public housing capital fund trusts
 
65,389,298

 
—

 
—

 
65,389,298

Mortgage-backed securities
 
32,121,412

 
—

 
—

 
32,121,412

Real estate assets:
 
 
 
 
 
 
 
 
Land
 
6,798,407

 
4,404,469

 
—

 
11,202,876

Buildings and improvements
 
55,776,753

 
37,838,726

 
—

 
93,615,479

Real estate assets before accumulated depreciation
 
62,575,160

 
42,243,195

 
—

 
104,818,355

Accumulated depreciation
 
(5,458,961
)
 
(13,871,102
)
 
—

 
(19,330,063
)
Net real estate assets
 
57,116,199

 
28,372,093

 
—

 
85,488,292

Other assets
 
22,923,356

 
852,321

 
(15,559,382
)
 
8,216,295

Assets of discontinued operations
 
32,580,427

 
—

 
—

 
32,580,427

Total Assets
 
$
428,776,167

 
$
30,207,191

 
$
(45,832,603
)
 
$
413,150,755

 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
Accounts payable, accrued expenses and other liabilities
 
$
2,330,852

 
$
28,529,405

 
$
(25,846,310
)
 
$
5,013,947

Distribution payable
 
5,566,908

 
—

 
—

 
5,566,908

Debt financing
 
177,948,000

 
—

 
—

 
177,948,000

Mortgage payable
 
39,119,507

 
24,158,000

 
(24,158,000
)
 
39,119,507

Liabilities of discontinued operations
 
1,531,462

 
—

 
—

 
1,531,462

Total Liabilities
 
226,496,729

 
52,687,405

 
(50,004,310
)
 
229,179,824

Partners' Capital
 
 
 
 
 
 
 
 
General Partner
 
(430,087
)
 
—

 
—

 
(430,087
)
Beneficial Unit Certificate holders
 
200,655,786

 
—

 
6,727,301

 
207,383,087

Unallocated deficit of Consolidated VIEs
 
—

 
(22,480,214
)
 
(2,555,594
)
 
(25,035,808
)
Total Partners' Capital
 
200,225,699

 
(22,480,214
)
 
4,171,707

 
181,917,192

Noncontrolling interest
 
2,053,739

 
—

 
—

 
2,053,739

Total Capital
 
202,279,438

 
(22,480,214
)
 
4,171,707

 
183,970,931

Total Liabilities and Partners' Capital
 
$
428,776,167

 
$
30,207,191

 
$
(45,832,603
)
 
$
413,150,755

 

74


 
 
 Partnership as of December 31, 2011
 
 Consolidated VIEs as of December 31, 2011
 
 Consolidation -Elimination as of December 31, 2011
 
 Total as of December 31, 2011
Assets
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
20,074,123

 
$
12,718

 
$
—

 
$
20,086,841

Restricted cash
 
11,967,308

 
937,053

 
—

 
12,904,361

Interest receivable
 
11,395,266

 
—

 
(4,410,288
)
 
6,984,978

Tax-exempt mortgage revenue bonds held in trust
 
132,920,723

 
—

 
(23,767,936
)
 
109,152,787

Tax-exempt mortgage revenue bonds
 
26,542,565

 
—

 
—

 
26,542,565

Real estate assets:
 
 
 
 
 
 
 
 
Land
 
5,063,116

 
3,250,044

 
—

 
8,313,160

Buildings and improvements
 
50,653,712

 
31,607,993

 
—

 
82,261,705

Real estate assets before accumulated depreciation
 
55,716,828

 
34,858,037

 
—

 
90,574,865

Accumulated depreciation
 
(2,973,597
)
 
(12,332,334
)
 
—

 
(15,305,931
)
Net real estate assets
 
52,743,231

 
22,525,703

 
—

 
75,268,934

Other assets
 
19,552,919

 
839,879

 
(10,851,419
)
 
9,541,379

Assets of discontinued operations
 
37,494,700

 
—

 
—

 
37,494,700

Total Assets
 
$
312,690,835

 
$
24,315,353

 
$
(39,029,643
)
 
$
297,976,545

 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
Accounts payable, accrued expenses and other liabilities
 
$
1,490,994

 
$
24,780,781

 
$
(23,805,990
)
 
$
2,465,785

Distribution payable
 
3,911,340

 
—

 
—

 
3,911,340

Debt financing
 
112,673,000

 
—

 
—

 
112,673,000

Mortgages payable
 
35,464,455

 
24,407,000

 
(24,407,000
)
 
35,464,455

Liabilities of discontinued operations
 
11,872,920

 
—

 
—

 
11,872,920

Total Liabilities
 
165,412,709

 
49,187,781

 
(48,212,990
)
 
166,387,500

Partners' Capital
 
 
 
 
 
 
 
 
General Partner
 
(354,006
)
 
—

 
—

 
(354,006
)
Beneficial Unit Certificate holders
 
147,087,347

 
—

 
7,823,881

 
154,911,228

Unallocated deficit of Consolidated VIEs
 
—

 
(24,872,428
)
 
1,359,466

 
(23,512,962
)
Total Partners' Capital
 
146,733,341

 
(24,872,428
)
 
9,183,347

 
131,044,260

Noncontrolling interest
 
544,785

 
—

 
—

 
544,785

Total Capital
 
147,278,126

 
(24,872,428
)
 
9,183,347

 
131,589,045

Total Liabilities and Partners' Capital
 
$
312,690,835

 
$
24,315,353

 
$
(39,029,643
)
 
$
297,976,545





















75


Consolidating Statements of Operations for the years ended December 31, 2012, 2011, and 2010:

 
 Partnership For the Year Ended December 31, 2012
 
 Consolidated VIEs For the Year Ended December 31, 2012
 
 Consolidation -Elimination For the Year Ended December 31, 2012
 
 Total For the Year Ended December 31, 2012
Revenues:
 
 
 
 
 
 
 
Property revenues
$
7,846,812

 
$
4,807,718

 
$
—

 
$
12,654,530

Investment income
12,599,284

 
—

 
(1,520,817
)
 
11,078,467

Gain on sale and retirement of bonds
680,444

 
—

 
—

 
680,444

Other interest income
150,882

 
—

 
—

 
150,882

Other income
557,300

 
(1,972
)
 
—

 
555,328

     Total revenues
21,834,722

 
4,805,746

 
(1,520,817
)
 
25,119,651

Expenses:


 


 


 


Real estate operating (exclusive of items shown below)
4,604,870

 
3,273,061

 
—

 
7,877,931

Provision for loss on receivables
452,700

 
—

 
—

 
452,700

Depreciation and amortization
3,447,316

 
1,578,275

 
(43,561
)
 
4,982,030

Interest
5,530,995

 
3,240,306

 
(3,240,306
)
 
5,530,995

General and administrative
3,512,233

 
—

 
—

 
3,512,233

    Total expenses
17,548,114

 
8,091,642

 
(3,283,867
)
 
22,355,889

Income (loss) from continuing operations
4,286,608

 
(3,285,896
)
 
1,763,050

 
2,763,762

Income from discontinued operations (including gain on sale of MF Property of $1,406,608 in 2012)
2,232,276

 
—

 
—

 
2,232,276

Net income (loss)
6,518,884

 
(3,285,896
)
 
1,763,050

 
4,996,038

Net income attributable to noncontrolling interest
549,194

 
—

 
—

 
549,194

Net income (loss) - America First Tax Exempt Investors, L. P.
$
5,969,690

 
$
(3,285,896
)
 
$
1,763,050

 
$
4,446,844

 
 
 Partnership For the Year Ended December 31, 2011
 
 Consolidated VIEs For the Year Ended December 31, 2011
 
 Consolidation -Elimination For the Year Ended December 31, 2011
 
 Total For the Year Ended December 31, 2011
Revenues:
 
 
 
 
 
 
 
Property revenues
$
5,066,443

 
$
5,909,807

 
$
—

 
$
10,976,250

Investment income
11,515,237

 
—

 
(2,017,956
)
 
9,497,281

Gain on bond retirement
445,257

 
—

 
—

 
445,257

Other interest income
485,679

 
—

 
—

 
485,679

Other income
189,340

 
4,133,477

 
(4,028,489
)
 
294,328

     Total Revenues
17,701,956

 
10,043,284

 
(6,046,445
)
 
21,698,795

Expenses:
 
 
 
 
 
 
 
Real estate operating (exclusive of items shown below)
3,154,290

 
3,604,417

 
—

 
6,758,707

Provision for loss on receivables
952,700

 
—

 
—

 
952,700

Provision for loan loss
4,242,571

 
—

 
—

 
4,242,571

Depreciation and amortization
2,281,541

 
1,718,899

 
(36,938
)
 
3,963,502

Interest
5,441,700

 
4,037,725

 
(4,037,725
)
 
5,441,700

General and administrative
2,764,970

 
—

 
—

 
2,764,970

    Total Expenses
18,837,772

 
9,361,041

 
(4,074,663
)
 
24,124,150

Loss (income) from continuing operations
(1,135,816
)
 
682,243

 
(1,971,782
)
 
(2,425,355
)
Income from discontinued operations
752,192

 
 
 
 
 
752,192

Net (loss) income
(383,624
)
 
682,243

 
(1,971,782
)
 
(1,673,163
)
Net income attributable to noncontrolling interest
570,759

 
—

 
—

 
570,759

Net (loss) income - America First Tax Exempt Investors, L. P.
$
(954,383
)
 
$
682,243

 
$
(1,971,782
)
 
$
(2,243,922
)

76


 
 Partnership For the Year Ended December 31, 2010
 
 Consolidated VIEs For the Year Ended December 31, 2010
 
 Consolidation -Elimination For the Year Ended December 31, 2010
 
 Total For the Year Ended December 31, 2010
Revenues:
 
 
 
 
 
 
 
Property revenues
$
1,619,229

 
$
7,487,438

 
$
—

 
$
9,106,667

Investment income
10,223,269

 
—

 
(3,341,955
)
 
6,881,314

Other interest income
488,427

 
—

 
(32,805
)
 
455,622

Gain on early extinguishment of debt
435,395

 
—

 
—

 
435,395

     Total Revenues
12,766,320

 
7,487,438

 
(3,374,760
)
 
16,878,998

Expenses:


 


 


 


Real estate operating (exclusive of items shown below)
961,221

 
5,099,455

 
—

 
6,060,676

Provision for loan loss
1,147,716

 
—

 
(585,331
)
 
562,385

Asset impairment charge - Weatherford
2,716,330

 
2,767,070

 
(2,954,548
)
 
2,528,852

Depreciation and amortization
1,337,859

 
2,305,313

 
(53,021
)
 
3,590,151

Interest
1,887,823

 
5,546,229

 
(5,546,229
)
 
1,887,823

General and administrative
2,383,784

 
—

 
—

 
2,383,784

    Total Expenses
10,434,733

 
15,718,067

 
(9,139,129
)
 
17,013,671

Net income (loss) from continuing operations
2,331,587

 
(8,230,629
)
 
5,764,369

 
(134,673
)
Net loss from discontinued operations
(469,518
)
 
—

 
—

 
(469,518
)
Net income (loss)
1,862,069

 
(8,230,629
)
 
5,764,369

 
(604,191
)
Net loss attributable to noncontrolling interest
(203,831
)
 
—

 
—

 
(203,831
)
Net income (loss) - America First Tax Exempt Investors, L. P.
$
2,065,900

 
$
(8,230,629
)
 
$
5,764,369

 
$
(400,360
)

5.  Investments in Tax-Exempt Mortgage Revenue Bonds

Each of the tax-exempt mortgage revenue bonds were issued by various state and local governments, their agencies and authorities to finance the construction or rehabilitation of income-producing real estate properties. However, the tax-exempt mortgage revenue bonds do not constitute an obligation of any state or local government, agency or authority and no state or local government, agency or authority is liable on them, nor is the taxing power of any state or local government pledged to the payment of principal or interest on the tax-exempt mortgage revenue bonds. The tax-exempt mortgage revenue bonds are non-recourse obligations of the respective owners of the properties. The sole source of the funds to pay principal and interest on the tax-exempt mortgage revenue bonds is the net cash flow or the sale or refinancing proceeds from the properties. Each tax-exempt mortgage revenue bond, however, is collateralized by a mortgage on all real and personal property included in the related property and bears tax-exempt interest at a fixed rate and five of the tax-exempt mortgage revenue bonds provide for the payment of additional contingent interest that is payable solely from available net cash flow generated by the financed property.


77


The tax-exempt mortgage revenue bonds owned by the Company have been issued to provide construction and/or permanent financing of multifamily residential properties. The carrying value of each of the Partnership's tax-exempt mortgage revenue bonds as of December 31, 2012 and 2011 is as follows:
 
 
December 31, 2012
Description of Tax-Exempt
 
Cost adjusted
 
Unrealized
 
Unrealized
 
Estimated
Mortgage Revenue Bonds
 
for pay-downs
 
Gain
 
Loss
 
Fair Value
Ashley Square (1)
 
$
5,260,000

 
$
246,981

 
$
—

 
$
5,506,981

Autumn Pines (2)
 
12,217,004

 
953,024

 
—

 
13,170,028

Bella Vista (1)
 
6,600,000

 
93,324

 
—

 
6,693,324

Bridle Ridge (1)
 
7,765,000

 
108,632

 
—

 
7,873,632

Brookstone (1)
 
7,453,246

 
1,459,408

 
—

 
8,912,654

Cross Creek (1)
 
6,004,424

 
1,994,911

 
—

 
7,999,335

Lost Creek (1)
 
15,987,744

 
3,467,182

 
—

 
19,454,926

Runnymede (1)
 
10,605,000

 
491,330

 
—

 
11,096,330

Southpark (1)
 
11,904,968

 
2,462,350

 
—

 
14,367,318

Woodlynn Village (1)
 
4,460,000

 
—

 
(446
)
 
4,459,554

Tax-exempt mortgage revenue bonds held in trust
 
$
88,257,386

 
$
11,277,142

 
$
(446
)
 
$
99,534,082

 
 
 
 
 
 
 
 
 
Description of Tax-Exempt
 
Cost adjusted
 
Unrealized
 
Unrealized
 
Estimated
Mortgage Revenue Bonds
 
for pay-downs
 
Gain
 
Loss
 
Fair Value
Arbors at Hickory Ridge
 
$
11,581,485

 
$
610,785

 
$
—

 
$
12,192,270

Iona Lakes
 
15,535,000

 
554,910

 
—

 
16,089,910

Vantage at Judson
 
6,049,000

 
—

 
(847
)
 
6,048,153

Woodland Park
 
15,662,000

 
—

 
(4,289,039
)
 
11,372,961

Tax-exempt mortgage revenue bonds
 
$
48,827,485

 
$
1,165,695

 
$
(4,289,886
)
 
$
45,703,294

 
 
 
 
 
 
 
 
 
(1) Bonds owned by ATAX TEBS I, LLC, Note 11
(2) Bond held by Duetsche Bank in a secured financing transaction, Note 11
 
 
December 31, 2011
Description of Tax-Exempt
 
Cost adjusted
 
Unrealized
 
Unrealized
 
Estimated
Mortgage Revenue Bonds
 
for pay-downs
 
Gain
 
Loss
 
Fair Value
Ashley Square (1)
 
$
5,308,000

 
$
—

 
$
—

 
$
5,308,000

Autumn Pines (2)
 
12,280,776

 
—

 
(152,094
)
 
12,128,682

Bella Vista (1)
 
6,650,000

 
—

 
(405,184
)
 
6,244,816

Bridle Ridge (1)
 
7,815,000

 
—

 
(469,056
)
 
7,345,944

Brookstone (1)
 
7,437,947

 
1,116,538

 
—

 
8,554,485

Cross Creek (1)
 
5,961,478

 
1,824,167

 
—

 
7,785,645

GMF Madison
 
3,810,000

 
51,130

 
—

 
3,861,130

GMF Warren/Tulane
 
11,815,000

 
321,722

 
—

 
12,136,722

Lost Creek (1)
 
16,051,048

 
1,962,587

 
—

 
18,013,635

Runnymede (1)
 
10,685,000

 
—

 
(434,452
)
 
10,250,548

Southpark (1)
 
11,925,483

 
1,431,637

 
—

 
13,357,120

Woodlynn Village (1)
 
4,492,000

 
—

 
(325,940
)
 
4,166,060

Tax-exempt mortgage revenue bonds held in trust
 
$
104,231,732

 
$
6,707,781

 
$
(1,786,726
)
 
$
109,152,787

 
 
 
Description of Tax-Exempt
 
Cost adjusted
 
Unrealized
 
Unrealized
 
Estimated
Mortgage Revenue Bonds
 
for pay-downs
 
Gain
 
Loss
 
Fair Value
Iona Lakes
 
$
15,720,000

 
$
160,658

 
$
—

 
$
15,880,658

Woodland Park
 
15,662,000

 
—

 
(5,000,093
)
 
10,661,907

Tax-exempt mortgage revenue bonds
 
$
31,382,000

 
$
160,658

 
$
(5,000,093
)
 
$
26,542,565

    (1) Bonds owned by ATAX TEBS I, LLC, Note 11
(2) Bond held by Duetsche Bank in a secured financing transaction, Note 11

78


Valuation - As all of the Company's investments in tax-exempt mortgage revenue bonds are classified as available-for-sale securities, they are carried on the balance sheets at their estimated fair values.  Due to the limited market for the tax-exempt bonds, these estimates of fair value do not necessarily represent what the Company would actually receive in a sale of the bonds.  There is no active trading market for the bonds and price quotes for the bonds are not generally available.  As of December 31, 2012 and December 31, 2011, all of the Company's tax-exempt mortgage revenue bonds were valued using discounted cash flow or yield to maturity analysis performed by management.  Management's valuation encompasses judgment in its application.  The key assumption in management's yield to maturity analysis is the range of effective yields on the individual bonds.  At December 31, 2012, the range of effective yields on the individual bonds was 5.7% to 8.4%.  Additionally, the Company calculated the sensitivity of the key assumption used in calculating the fair values of these bonds.  Assuming an immediate ten percent adverse change in the key assumption, the effective yields on the individual bonds would increase to a range of 6.2% to 9.3% and would result in additional unrealized losses on the bond portfolio of approximately $10.3 million.  This sensitivity analysis is hypothetical and is as of a specific point in time.  The results of the sensitivity analysis may not be indicative of actual changes in fair value and should be used with caution.  If available, the general partner may also consider price quotes on similar bonds or other information from external sources, such as pricing services.  Pricing services, broker quotes and management's analysis provide indicative pricing only.

Unrealized gains or losses on these tax-exempt bonds are recorded in accumulated other comprehensive income (loss) to reflect changes in their estimated fair values resulting from market conditions and fluctuations in the present value of the expected cash flows from the underlying properties. As of December 31, 2012, one bond that is in an unrealized loss position have been in an unrealized loss position for greater than twelve months.  The valuation of all of the current bonds has improved over the prior year due to changes in the yields of new issuances of tax-exempt investments. The Company has reviewed each of its tax-exempt mortgage revenue bonds for impairment. Based upon this evaluation, the current unrealized losses on the bonds are not considered to be other-than-temporary. If the credit and capital markets deteriorate further, the Company experiences deterioration in the values of its investment portfolio, or if the Company's intent and ability to hold certain bonds changes, the Company may incur impairments to its investment portfolio which could negatively impact the Company's financial condition, cash flows, and reported earnings. The Vantage at Judson bond was purchased in December 2012 so it has been in an unrealized loss position for less than twelve months and the third bond in an unrealized position, Woodlynn Village, has also been in an unrealized loss position for less than twelve months.

The Company's ability to recover the tax-exempt mortgage revenue bond's entire amortized cost basis is dependent upon the issuer being able to meet debt service requirements.  The primary source of repayment is the cash flows produced by the property which serves as the collateral for the bonds.  The Company utilizes a discounted cash flow model for the underlying property and compares the results of the model to the amortized cost basis of the bond.  These models reflect the cash flows expected to be generated by the underlying properties over a ten year period, including an assumed property sale at the end of year ten, discounted using the effective interest rate on the bonds in accordance with the accounting guidance on other than temporary impairment of debt securities. The revenue, expense, and resulting net operating income projections which are the basis for the discounted cash flow model are based on judgment. 

The Company previously identified three tax-exempt mortgage revenue bonds for which certain actions may be necessary to protect the Company’s position as a secured bondholder and lender. These bonds were Woodland Park, DeCordova and Weatherford.  The Company foreclosed on the bonds secured by DeCordova and Weatherford in February 2011 and one of the Company's subsidiaries took full ownership of these two properties. These properties are now classified and presented as MF Properties of the Company as discussed in Note 8.  


79


The Company has evaluated the Woodland Park bond holding for an other-than-temporary decline in value as of December 31, 2012 and 2011 (see Note 2 for discussion of our impairment testing method).  Based on this evaluation, the Company has concluded that no other-than-temporary impairment of the Woodland Park bond existed at December 31, 2012 and 2011. However, the evaluation determined that the interest receivable accrued on the Woodland Park bond was impaired and an approximate $953,000 allowance for loss on receivables was recorded in 2011. The Partnership received two interest payments in 2012 but has recorded an additional allowance of approximately $453,000 against the remaining interest receivable in 2012. The following provides further background of the circumstances related to the Woodland Park bond. In May 2010, there were insufficient funds available for debt service and the property owner did not provide additional capital to fund the shortfall. As a result, a payment default on the bonds occurred. In order to protect its investment, the Partnership issued a formal notice of default through the bond trustee and started the judicial foreclosure process. On February 28, 2013, the court issued a ruling confirming the bond trustee's right to foreclose its first mortgage on the Woodland Park property and confirming that the first mortgage securing the bond is senior to mechanic's liens filed on the property. Although the court's ruling is subject to appeal, the bond trustee has commenced foreclosure proceeding and we believe the Partnership will be able to acquire title to the Woodland Property within 75 days. Upon successfully taking ownership of Woodland Park, the Partnership will have the option of selling the property after converting it to 100% market-rate rents or maintaining the property as a rent restricted property and seeking to place new tax-exempt financing on the property and acquire the bonds. Although the foreclosure process has taken longer than originally anticipated, the Company continues to believe that the fair value of the Woodland Park property equals or exceeds the carrying amount of the Woodland Park tax-exempt mortgage revenue bond.

As of December 31, 2011, the property had 215 units leased out of total available units of 236, or 91% physical occupancy. As of December 31, 2012, occupancy had decreased to 211 units leased, or 89% physical occupancy. America First Properties Management Company, LLC, an affiliate of AFCA 2, provides management for this property. Measures have been implemented that we believe will maintain the physical occupancy of this property at approximately 89% for 2013, which will ensure that net operating income is in line with what had been projected for 2013 in the most recent evaluation for other than temporary impairment. Based on this evaluation, the current unrealized loss on this bond is considered to be temporary.

The various revenue and expense projections for the Woodland Park property operations are summarized as follows:

•
Revenue and expenses projected for 2013 are equal to the property budget.  Budgeted revenues of approximately $1.73 million are based on a budgeted average occupancy of 88%.  Budgeted expenses are approximately $901,000.  Revenues are projected to grow over the ten years in the model to approximately $2.2 million in year ten based on average annual rental increases of 2% and an average occupancy increasing over time to 93%.  Expenses are projected to grow to approximately $1.1 million in year ten based on average annual increases of 2.5%.

Recent Bond Activity

In December 2012, the Partnership purchased a $6,049,000 subordinate tax-exempt mortgage revenue bond and a $934,000 subordinate taxable bond both secured by the Vantage at Judson apartments. This property is located in San Antonio, Texas and is currently under construction. Both bonds mature on February 1, 2053 and carry an annual cash interest rate of 9% plus allow for an additional 3% of interest calculated on the property's cash flows after debt service. The Vantage at Judson apartments has a construction loan with an unrelated Bank and the Partnership's bonds are second lien borrowings to that construction loan. The property will have 288 units when construction is completed in the spring of 2014. The Company has determined that the entity which owns Vantage at Judson apartments is an unrelated not-for-profit which under the accounting guidance is not subject to applying the VIE consolidation guidance. As a result, the property's financial statements are not consolidated into the consolidated financial statements of the Company.

Under the terms of a Forward Delivery Bond Purchase Agreement, the Partnership has agreed to purchase a new tax-exempt mortgage revenue bond of up to $26,687,000 (“Series B Bonds”) which will be delivered by the tax-exempt mortgage revenue bond Issuer once the property meets specific obligations and occupancy rates. The Series B Bonds will have a stated annual interest rate of 6.0% and bond proceeds must be used to pay off the construction loan to the Bank and all or a portion of the $6,049,000 subordinate tax-exempt mortgage revenue bond. If the property does not meet its specific obligations and required occupancy rate before January 1, 2015, the Partnership has the right to terminate the purchase commitment. The Partnership accounts for the Bond Purchase Agreement as an available-for-sale security and, as such, records the estimated value of the forward purchase commitment as an asset or liability with changes in such valuation recorded in other comprehensive income.  As of December 31, 2012, the Partnership has concluded there is no value to the forward purchase commitment.
  


80


In June 2012, the Partnership acquired a $10.0 million restructured par value tax-exempt mortgage revenue bond secured by Arbors at Hickory Ridge Apartments, a 348 unit multifamily apartment complex located in Memphis, Tennessee, which represented 100% of the bond issuance for approximately $10.2 million. The tax-exempt bond carried an annual interest rate of 7.98% and matures on April 1, 2026. The bond did not provide for contingent interest. In conjunction with the purchase of the Arbors of Hickory Ridge tax-exempt mortgage revenue bond, an affiliate of the Global Ministries Foundation, a not-for-profit entity unrelated to the Company acquired the multi-family property securing the bond. At closing, the Company also secured a $600,000 promissory note receivable as a fee for identifying this property acquisition and performing the related due diligence.

In December 2012, the tax-exempt mortgage revenue bond secured by Arbors at Hickory Ridge Apartments was restructured to an $11.5 million par value tax-exempt mortgage revenue bond with an annual interest rate of 6.25% and maturity of December 1, 2049. The Partnership then purchased 100% of this bond issuance plus a taxable loan of approximately $191,000 for a payment of approximately $1,041,000 made at closing. In connection with the closing of the restructured tax-exempt mortgage revenue bond, the Company received payment in full of the $600,000 promissory note less costs associated with the transaction and approximately $557,000 has been recorded as other income.

In October 2012, the Company acquired 100% of the $9.5 million tax-exempt mortgage revenue bonds issued by the North Carolina Housing Finance Agency as part of a plan of financing for the acquisition and rehabilitation of the Greens Property. The tax-exempt mortgage revenue bonds secured by the Greens Property were acquired by the Company at par and consisted of two series. The Series A bond has a par value of approximately $8.5 million and bears interest at an annual rate of 6.5%. The Series B bond has a par value of approximately $1.0 million and bears interest at an annual interest rate of 12.0%. Both series of bonds mature on October 1, 2047. In connection with the bond financing transaction, ownership of the Greens Property was conveyed by the Company to a new ownership entity controlled by an unaffiliated not-for-profit entity. However, because the new ownership entity did not have sufficient equity capital at the time of purchase and the property operations are the sole source of debt service on the Company's bonds, the Company is required to continue to account for the Greens Property as if it is the owner of real estate rather than as a secured lender. As such, the Company continues to report the results from the Greens Property as discontinued operations in its financial statements as of December 31, 2012 which, among other things, results in the elimination of the bonds in consolidation (Note 10).

In May 2012, the tax-exempt mortgage revenue bonds secured by GMF-Madison Tower Apartments and GMF-Warren/Tulane Apartments were sold for an amount greater than the outstanding principal and accrued base interest. The Company received approximately $4.1 million for the GMF-Madison Tower Apartments tax-exempt mortgage revenue bond and approximately $12.7 million from the GMF-Warren/Tulane Apartments tax-exempt mortgage revenue bond resulting in an approximate $668,000 realized gain. These tax-exempt mortgage revenue bonds had been acquired at par on June 1, 2011. At December 31, 2012, the Partnership still owns the taxable revenue bonds secured by these two properties. The taxable bond secured by GMF-Madison Tower Apartments carries an annual interest rate of 7.75% and matures on December 1, 2019. The taxable bond secured by GMF-Warren/Tulane Apartments carries an annual interest rate of 6.5% and matures on December 1, 2015. These taxable bonds were also acquired on June 1, 2011 and have an outstanding combined principal balance of $600,000 as of December 31, 2012.

In October 2011, the Briarwood Manor bond was called and retired at par plus accrued interest for approximately $4.9 million. This transaction resulted in approximately $445,000 gain reported in the fourth quarter. The net redemption proceeds were used by the Company to retire its $4.0 million term note with Omaha State Bank. The Briarwood bond was originally purchased on February 1, 2011 for $4.5 million.

In May 2011, the outstanding Clarkson College tax-exempt revenue bond held by the Company was retired early for an amount equal to the outstanding principal and base interest plus accrued but unpaid contingent interest. As of March 31, 2011, the Company carried the investment in the Clarkson College bond at an estimated fair market value of approximately $5.1 million. The retirement of the bond resulted in a payment to the Partnership of approximately $6.1 million consisting of approximately $5.8 million in principal, approximately $16,000 of base interest and approximately $308,000 of accrued contingent interest.

In November 2010, the Company acquired the tax-exempt mortgage revenue bond for a 250 unit multifamily apartment complex in Humble, Texas (Houston) known as Autumn Pines for approximately $12.3 million which represented 100% of the bond issuance. The bond par value is $13.4 million with an annual interest rate of 5.8%. The bond purchase price results in a yield to maturity of approximately 7.0% per annum. The bond matures on October 1, 2046.


81


In June 2010, the Company acquired all of the $18.3 million tax-exempt mortgage revenue bonds issued by the Ohio Housing Finance Agency in order to provide debt financing for the acquisition and rehabilitation of Crescent Village, Post Woods I, Post Woods II and Willow Bend Apartments in Ohio (the “Ohio Properties”). The tax-exempt mortgage bonds secured by the Ohio Properties were acquired by the Company at par and were issued in two series. The Series A bond has a par value of $14.7 million and bears interest at a fixed annual rate of 7.0%. The Series B bond has a par value of $3.6 million and bears interest at a fixed annual rate of 10.0%. Neither series provides for contingent interest. Each series of bonds matures on June 1, 2050. In connection with the bond financing transaction, ownership of the Ohio Properties was conveyed by the Company to three new ownership entities controlled by an unaffiliated not-for-profit entity. As of December 31, 2012, the new ownership entities had not invested sufficient equity capital and the property operations are the sole source of debt service on the Company's bonds. Since the Partnership owned the multi-family properties serving as the collateral for these bonds prior to purchasing the tax-exempt mortgage revenue bonds, the Partnership has yet to be able to recognize for accounting purposes the sale of these MF Properties and the underlying properties are reported as discontinued operations (Note 10). The tax-exempt mortgage revenue bonds secured by the Ohio Properties are eliminated upon consolidation.

In May 2010, the Company acquired the tax-exempt mortgage revenue bond for a 261 unit multifamily apartment complex in San Antonio, Texas known as The Villages at Lost Creek for approximately $15.9 million which represented 100% of the bond issuance. The bond par value is $18.5 million with an annual interest rate of 6.25%. The bond purchase price results in a yield to maturity of approximately 7.55% per annum. The bond matures on June 1, 2041.


  

82


Descriptions of certain terms of the tax-exempt mortgage revenue bonds are as follows:

Property Name
 
Location
 
Maturity Date
 
Base Interest Rate
 
Principal Outstanding at Dec. 31, 2012
 
 
 
 
 
 
 
 
 
Arbors at Hickory Ridge
 
Memphis, TN
 
12/1/2049
 
6.25
%
 
$
11,450,000

Ashley Square (1)
 
Des Moines, IA
 
12/1/2025
 
6.25
%
 
5,260,000

Autumn Pines (2)
 
Humble, TX
 
10/1/2046
 
5.80
%
 
13,220,000

Bella Vista (1)
 
Gainesville, TX
 
4/1/2046
 
6.15
%
 
6,600,000

Bridle Ridge (1)
 
Greer, SC
 
1/1/2043
 
6.00
%
 
7,765,000

Brookstone (1)
 
Waukegan, IL
 
5/1/2040
 
5.45
%
 
9,416,794

Cross Creek (1)
 
Granbury, TX
 
3/1/2049
 
6.15
%
 
8,568,409

Iona Lakes
 
Ft. Myers, FL
 
4/1/2030
 
6.90
%
 
15,535,000

Runnymede (1)
 
Austin, TX
 
10/1/2042
 
6.00
%
 
10,605,000

Southpark (1)
 
Austin, TX
 
12/1/2049
 
6.13
%
 
13,900,000

Vantage at Judson
 
San Antonio. TX
 
2/1/2053
 
9.00
%
 
6,049,000

Villages at Lost Creek (1)
 
San Antonio, TX
 
6/1/2041
 
6.25
%
 
18,315,000

Woodland Park
 
Topeka, KS
 
11/1/2047
 
6.00
%
 
15,013,000

Woodland Park
 
Topeka, KS
 
11/1/2047
 
8.00
%
 
649,000

Woodlynn Village (1)
 
Maplewood, MN
 
11/1/2042
 
6.00
%
 
4,460,000

Total Tax-Exempt Mortgage Bonds
 
 
 
 
 
 
 
$
146,806,203

 
 
 
 
 
 
 
 
 
Property Name
 
Location
 
Maturity Date
 
Base Interest Rate
 
Principal Outstanding Dec. 31, 2011
 
 
 
 
 
 
 
 
 
Ashley Square (1)
 
Des Moines, IA
 
12/1/2025
 
6.25
%
 
$
5,308,000

Autumn Pines (2)
 
Humble, TX
 
10/1/2046
 
5.80
%
 
13,325,000

Bella Vista (1)
 
Gainesville, TX
 
4/1/2046
 
6.15
%
 
6,650,000

Bridle Ridge (1)
 
Greer, SC
 
1/1/2043
 
6.00
%
 
7,815,000

Brookstone (1)
 
Waukegan, IL
 
5/1/2040
 
5.45
%
 
9,490,809

Cross Creek (1)
 
Granbury, TX
 
3/1/2049
 
6.15
%
 
8,634,693

GMF-Madison (2)
 
Memphis, TN
 
12/1/2046
 
6.75
%
 
3,810,000

GMF-Warren/Tulane (2)
 
Memphis, TN
 
12/1/2046
 
6.75
%
 
11,815,000

Iona Lakes
 
Ft. Myers, FL
 
4/1/2030
 
6.90
%
 
15,720,000

Runnymede (1)
 
Austin, TX
 
10/1/2042
 
6.00
%
 
10,685,000

Southpark (1)
 
Austin, TX
 
12/1/2049
 
6.13
%
 
14,000,000

Villages at Lost Creek (1)
 
San Antonio, TX
 
6/1/2041
 
6.25
%
 
18,500,000

Woodland Park
 
Topeka, KS
 
11/1/2047
 
6.00
%
 
15,013,000

Woodland Park
 
Topeka, KS
 
11/1/2047
 
8.00
%
 
649,000

Woodlynn Village (1)
 
Maplewood, MN
 
11/1/2042
 
6.00
%
 
4,492,000

Total Tax-Exempt Mortgage Bonds
 
 
 
 
 
 
 
$
145,907,502

(1) Bonds owned by ATAX TEBS I, LLC, Note 11
(2) Bond held by Deutsche Bank in a secured financing transaction, Note 11


83


6. Public Housing Capital Fund Trust Certificates

In July 2012, the Company purchased 100% of the LIFERs in tender option bond trusts (“PHC TOB Trusts”) which acquired approximately $65.3 million of PHC Certificates issued by three trusts ("PHC Trusts") sponsored by DB. The assets held by the PHC Trusts consist of custodial receipts evidencing loans made to a number of public housing authorities. Principal and interest on these loans are payable by the respective public housing authorities out of annual appropriations to be made to the public housing authorities by the United States Department of Housing and Urban Development (“HUD”) under HUD's Capital Fund Program established under Quality Housing and Work Responsibility Act of 1998 (the “Capital Fund Program”). The PHC Trusts have a first lien on these annual Capital Fund Program payments to secure the public housing authorities' respective obligations to pay principal and interest on their loans. The loans payable by the public housing authorities are not debts, nor guaranteed by the United States of America or HUD. Interest payable on the public housing authority debt held by the PHC Trusts is exempt from federal income taxes. The PHC Certificates issued by each of the PHC Trusts have been rated investment grade by Standard & Poor's.
The Company purchased the LIFERS issued by the PHC TOB Trusts for approximately $16.0 million and pledged the LIFERS to the trustee to secure certain reimbursement obligations of the Company as the holder of LIFERS. The PHC TOB Trusts also issued SPEARS of approximately $49.0 million to unaffiliated investors. The SPEARS represent senior interests in the PHC TOB Trusts and have been credit enhanced by DB. The LIFERS entitle the Company to all principal and interest payments received by the PHC TOB Trusts on the $65.3 million of PHC Certificates held by it after preferred return payments due to the holders of the SPEARS and trust costs. The SPEARS bear interest at a variable rate based on Securities Industry and Financial Markets Association (“SIFMA”).

The Company determined that the three PHC TOB trusts are variable interest entities and that the Company was the primary beneficiary of each of the three PHC TOB trusts. As a result, the Company reports the PHC TOB Trusts on a consolidated basis and the SPEARS as debt financing. In determining the primary beneficiary of these specific VIEs, the Company considered who has the power to control the activities of the VIEs which most significantly impact their financial performance, the risks that the entity was designed to create, and how each risk affects the VIE. The indenture for the PHC TOB trusts stipulates that the Company has the sole right to cause the PHC TOB trusts to sell the PHC Certificates. If they were sold, the extent to which the VIEs will be exposed to gains or losses associated with variability in the PHC Certificates' fair value arising from changes in municipal bond market rates therefore would result from decisions made by the Company.

The Company had the following investments in the PHC Certificates on December 31, 2012:
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



84


Valuation - As all of the Company’s investments in PHC Certificates are classified as available-for-sale securities, they are carried on the balance sheet at their estimated fair values.  Due to the limited market for the PHC Certificates, these estimates of fair value do not necessarily represent what the Company would actually receive in a sale of the certificates.  The estimates of the fair values of these PHC certificates is based on a yield to maturity analysis which begins with the current market yield rate for a “AAA” rated tax-free municipal bond for a term consistent with the weighted-average life of each of the Public Housing Capital Fund trusts adjusted largely for unobservable inputs the General Partner believes would be used by market participants which includes adjustments for the fact that the PHC Certificates investment grade rating is below "AAA". Management’s valuation encompasses judgment in its application and pricing as determined by pricing services, when available, is compared to Management's estimates.  The PHC Certificates are "AA" and "BBB" rated and the range of effective yields was 4.6% to 5.9% at December 31, 2012.  Additionally, the Company calculated the sensitivity of the key assumption used in calculating the fair values of these PHC Certificates which is the yield for a new issuance of a similarly structure security.  Assuming a 10% adverse change in that key assumption, the effective yields on the individual PHC Certificates would increase to a range of 5.1% to 6.5% and would result in additional unrealized losses on the PHC Certificates of approximately $2.9 million.  This sensitivity analysis is hypothetical and is as of a specific point in time.  The results of the sensitivity analysis may not be indicative of actual changes in fair value and should be used with caution.  If available, the general partner may also consider other information from external sources, such as pricing services.  The PHC Certificates have been in an unrealized loss position for less than 12 months.

The following table sets forth certain information relating to the PHC Certificates held in the PHC TOB Trusts:
 
 
Weighted Average Lives (Years)
 
Investment Rating
 
Weighted Average Interest Rate over Life
 
Principal Outstanding December 31, 2012
Public Housing Capital Fund Trust Certificate I
 
12.75
 
AA-
 
5.33%
 
$
26,406,558

Public Housing Capital Fund Trust Certificate II
 
12.3
 
AA-
 
4.24%
 
17,959,713

Public Housing Capital Fund Trust Certificate III
 
13.3
 
BBB
 
5.41%
 
20,898,432

Total Public Housing Capital Fund Trust Certificates
 
 
 
 
 
 
 
$
65,264,703


7. Mortgage-Backed Securities

During the fourth quarter of 2012, the Company purchased 100% of the LIFERs in five tender option bond trusts MBS TOB Trusts which securitized state issued MBS with a par value of $31.6 million. The Company purchased the LIFERS issued by the MBS TOB Trust for approximately $6.5 million and pledged the LIFERS to the trustee to secure certain reimbursement obligations of the Company as the holder of LIFERS. The MBS TOB Trust also issued SPEARS of approximately $25.1 million to unaffiliated investors. The SPEARS represent senior interests in the MBS TOB Trusts and have been credit enhanced by DB. The LIFERS entitle the Company to all principal and interest payments received by the MBS TOB Trust on the securitized MBS after payments due to the holders of the SPEARs and trust costs. The SPEARS bear interest at a variable rate based on SIFMA.

The Company determined that the five MBS TOB trusts are variable interest entities and that the Company was the primary beneficiary of each of them. As a result, the Company reports the MBS TOB Trusts on a consolidated basis and the SPEARS as debt financing. In determining the primary beneficiary of these specific VIEs, the Company considered who has the power to control the activities of the VIEs which most significantly impact their financial performance, the risks that the entity was designed to create, and how each risk affects the VIE. The indenture for the MBS TOB trusts stipulates that the Company has the sole right to cause the MBS TOB trusts to sell the MBS. If they were sold, the extent to which the VIEs will be exposed to gains or losses associated with variability in the MBS' fair value arising from changes in municipal bond market rates therefore would result from decisions made by the Company.

The carrying value of the Company's MBS as of December 31, 2012 is as follows:
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

(1) MBS are reported based on the lowest rating issued by a Rating Agency, if more than one rating is issued on the security, at the date presented.

85


Valuation - The Company values each MBS based upon prices obtained from a third party pricing service, which are indicative of market activity. The valuation methodology of the Company's third party pricing service incorporates commonly used market pricing methods, incorporates trading activity observed in the market place, and other data inputs. The methodology also considers the underlying characteristics of each security, which are also observable inputs, including: coupon; maturity date; loan age; reset date; collateral type; geography; and prepayment speeds. Management analyzes pricing data received from the third party pricing service by comparing it to valuation information obtained from at least one other third party pricing service and ensuring they are within a tolerable range of difference which the Company estimates as 7.5%. Management also looks at observations of trading activity observed in the market place when available. At December 31, 2012, the range of effective yields on the individual MBS was 3.6% to 5.4%.  Additionally, the Company calculated the sensitivity of the key assumption used in calculating the fair values of the MBS which is the effective yield on new issuances of similarly rated MBS.  Assuming a 10% adverse change in that key assumption, the effective yields on the MBS would increase to a range of 4.0% to 5.9% and would result in additional unrealized losses on the bond portfolio of approximately $2.4 million.  This sensitivity analysis is hypothetical and is as of a specific point in time.  The results of the sensitivity analysis may not be indicative of actual changes in fair value and should be used with caution.  Pricing services and management’s analysis provide indicative pricing only. The MBS have been in an unrealized loss position for less than twelve months.

The MBS are backed by residential mortgage loans and interest payable from the MBS is exempt from federal income taxation. Description of certain terms of the Company's MBS is as follows:
 
Agency Rating of MBS
 
Principal Outstanding December 31, 2012
 
Weighted Average Maturity Date
 
Weighted Average Coupon Interest Rate
 
 
 
"AAA"
 
$
12,675,000

 
1/14/2036
 
4.22
%
 
"AA"
 
18,945,000

 
1/18/2036
 
4.00
%
 
 
 
$
31,620,000

 
 
 
 

8.  Real Estate Assets

MF Properties

To facilitate its investment strategy of acquiring additional tax-exempt mortgage revenue bonds secured by MF Properties, the Company has acquired through its various subsidiaries 99% limited partner positions in three limited partnerships and 100% member positions in four limited liability companies that own the MF Properties. The financial statements of these properties are consolidated with those of the Company.  The general partners of these partnerships are unaffiliated parties and their 1% ownership interest in these limited partnerships is reflected in the Company’s consolidated financial statements as noncontrolling interests.  The Company expects each of these MF Properties to eventually be sold either to a not-for-profit entity or in connection with a syndication of LIHTCs. The Company expects to purchase tax-exempt mortgage revenue bonds issued by the new property owners as part of the restructuring.  As of December 31, 2012, the Company's wholly-owned subsidiaries held interests in seven entities that own MF Properties containing a total of 1,346 rental units, two are located in Nebraska, one is located in Kentucky, one is located in Indiana, one is located in Georgia, and two are located in Texas. Two additional limited partnerships which own MF Properties are presented as discontinued operations for all periods presented.

Recent Transactions

In February 2013, the limited partner owners of the Ohio Properties contributed sufficient capital for a real estate sale to be recognized during the first quarter of 2013. As such, the Ohio Properties have been reported as discontinued operations in the consolidated financial statements for all periods presented (Notes 3 and 10). The Company will report the tax-exempt mortgage bonds on such Ohio Properties as an asset and will report the related interest income on the bonds commencing with first quarter of 2013.

In November 2012, the Partnership sold the Eagle Ridge property for approximately $2.5 million resulting in a gain of approximately $126,000 and is Tier 2 income. This transaction resulted in the property being reported as a discontinued operation for all periods reported (Note 10).


86


In October 2012, the limited partnership that owns the Greens Property admitted two entities that are affiliates of Boston Capital (“BC Partners”) as new limited partners as part of a syndication of LIHTCs on the Greens Property. The Company acquired 100% of the $9.5 million tax-exempt mortgage revenue bonds issued by the North Carolina Housing Finance Agency as part of a plan of financing for the acquisition and rehabilitation of the Greens Property. Under the sales agreement, the Greens Property was sold for a total purchase price of $7.3 million. Cash received by the selling limited partnership as part of the sale transaction represents a gain on the sale transaction of approximately $1.5 million which has been deferred by the Company. The new limited partners are obligated to invest approximately $3.2 million of capital into the property, the majority of which is expected to be received prior to October 1, 2013. This transaction resulted in the property being reported as a discontinued operation for all periods reported (Notes 3 and 10).

In August 2012, the Partnership sold the Commons at Churchland property for approximately $8.1 million resulting in a gain of approximately $1.3 million which is Tier 2 income. This transaction resulted in the property being reported as a discontinued operation for all periods reported (Note 10).

The Partnership purchased land adjacent to DeCordova property for approximately $153,000 in 2011, and completed the construction of 34 additional units in the third quarter of 2012. The units are leased as market rate units.

In February 2012, the Company secured a $2.0 million construction loan for the expansion of the DeCordova property. The construction loan is with an unrelated third party and carries a fixed annual interest rate of 5.0%, maturing on February 1, 2017 . On December 31, 2012 the balance of this loan was approximately $2.0 million.

As of December 31, 2012, the Company has a $6.4 million construction loan secured by the DeCordova and Weatherford properties. This construction loan was used to fund the completion of Weatherford. The construction loan is with an unrelated third party and carries a fixed annual interest rate of 5.9%, maturing on July 28, 2015. This agreement requires $500,000 to be held by the Company as restricted cash.
 
The Company had the following investments in MF Properties as of December 31, 2012 and 2011:

MF Properties
Property Name
 
Location
 
Number of Units
 
Land
 
Buildings and Improvements
 
 Carrying Value at December 31, 2012
Arboretum
 
Omaha, NE
 
145

 
$
1,720,740

 
$
18,997,550

 
$
20,718,290

Eagle Village
 
Evansville, IN
 
511

 
564,726

 
12,277,210

 
12,841,936

Glynn Place
 
Brunswick, GA
 
128

 
743,996

 
4,750,267

 
5,494,263

Meadowview
 
Highland Heights, KY
 
118

 
688,539

 
5,214,306

 
5,902,845

Residences of DeCordova
 
Granbury, TX
 
110

 
680,852

 
8,389,721

 
9,070,573

Residences of Weatherford
 
Weatherford, TX
 
76

 
533,000

 
7,077,420

 
7,610,420

Construction work in process
 
Lincoln, NE
 
N/A

 
—

 
936,833

 
936,833

 
 
 
 
 
 
 
 
 
 
$
62,575,160

Less accumulated depreciation (depreciation expense of approximately $2.5 million in 2012)
 
 
 
(5,458,961
)
Balance at December 31, 2012
 
 
 
$
57,116,199

MF Properties
Property Name
 
Location
 
Number of Units
 
Land
 
Buildings and Improvements
 
 Carrying Value at December 31, 2011
Arboretum
 
Omaha, NE
 
145

 
$
1,720,740

 
$
18,730,388

 
$
20,451,128

Eagle Village
 
Evansville, IN
 
511

 
564,726

 
12,230,322

 
12,795,048

Glynn Place
 
Brunswick, GA
 
128

 
743,996

 
4,677,793

 
5,421,789

Meadowview
 
Highland Heights, KY
 
118

 
688,539

 
5,082,090

 
5,770,629

Residences of DeCordova
 
Granbury, TX
 
76

 
679,495

 
4,960,461

 
5,639,956

Residences of Weatherford
 
Weatherford, TX
 
76

 
533,000

 
5,105,278

 
5,638,278

 
 
 
 
 
 
 
 
 
 
$
55,716,828

Less accumulated depreciation (depreciation expense of approximately $1.5 million in 2011)
 
 
 
(2,973,597
)
Balance at December 31, 2011
 
 
 
$
52,743,231


87


The construction work in process at December 31, 2012 is pre-development architecture and engineering costs related to a 475 bed student housing development to be built above a 1,605 parking stall garage to be constructed at the University of Nebraska-Lincoln. The Company expects to finalize its agreement to own the 475 bed student housing development and 335 parking stalls prior to the end of first quarter 2013. Construction will commence in the spring of 2013 and is projected to be finalized in August 2014.

Acquisitions
In August 2012, the Company closed on the purchase of the Maples on 97th property, a 258 unit facility located in Omaha, Nebraska, for a purchase price of approximately $5.5 million through the execution of a Qualified Exchange Accommodation Agreement that assigned the right to acquire and own the Maples on 97th property to a wholly-owned subsidiary of a Title Company, (EAT (Maples on 97th)), for a period not to exceed six months. During this six month hold period, the Company will rehabilitate the property. The Company lent the EAT (Maples on 97th) the necessary funds to purchase the replacement property; there is no other capital within that entity. The EAT (Maples on 97th) then executed a Master Lease Agreement and Construction Management Agreement with the Company. These two agreements give the Company the rights and obligations to manage the replacement property as well as the rehabilitation during the six month hold period. In February 2013, title to the Maples on 97th property transferred to the Partnership from the EAT.
A condensed balance sheet at the date of acquisition for each of the Maples on 97th acquisitions is below.
 
 
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


In March 2011, the Partnership purchased The Arboretum on Farnam Drive ("Arboretum"), a 145 unit independent senior living facility located in Omaha, Nebraska, for approximately $20.0 million plus transaction expenses of approximately $267,000 which is recorded within real estate operating expenses. The purchase price was funded through a conventional mortgage of $17.5 million and cash on hand. The mortgage payable is with Omaha State Bank, carries a 5.25% fixed rate and matures on March 31, 2014. The Partnership intends to restructure the property operations by shifting from an entrance fee rental income model utilized by the prior ownership to a current market rent model. Upon lease-up and stabilization of the property, projected to occur within the next 12 months, the Partnership expects to sell the property to a 501(c)3 not-for-profit entity and acquire tax-exempt mortgage revenue bonds collateralized by the property.

In the third quarter of 2010, the Partnership purchased a minority interest equal to 8.7% ownership in 810 Schutte Road LLC ("Eagle Village"), a 511 bed student housing facility located in Evansville, Indiana. The minority interest investment totaled approximately $1.1 million and was presented in other assets. There was no gain or loss recorded when the Partnership acquired the remaining ownership interest as the approximate $1.1 million estimated fair value of the 8.7% ownership had not changed. In June 2011, the Partnership acquired the remaining ownership interest in Eagle Village. Approximately $3.1 million of cash on hand plus a conventional mortgage of approximately $8.9 million was used to purchase the remaining ownership. The mortgage loan carries a variable interest rate of one-month LIBOR plus 2.75% but will not be less than 3.5%. On December 31, 2012 this rate was 3.5%. This mortgage matures on June 1, 2013. Eagle Village returned $125,000 to the Partnership as a preferred return on their investment. The transaction is eliminated upon consolidation. Eagle Village is wholly owned by a subsidiary of the Partnership and reported as an MF Property. The Partnership plans to operate the property as a student housing facility. Once stabilized as a student housing property, the Partnership will seek to restructure the ownership and capital structure through the sale of the property to a student housing not-for-profit entity. The Partnership anticipates it will then purchase tax-exempt mortgage revenue bonds issued as part of such a restructuring.


88


A condensed balance sheet at the date of acquisition for each of the 2011 acquisitions is included below.
  
 
 
Eagle Village 6/29/2011 (Date of acquisition)
Cash and cash equivalents
 
$
244,923

Restricted cash
 
589,493

Other current assets
 
46,380

In-place lease assets
 
96,829

Real estate assets
 
12,383,605

Finance costs
 
108,060

Total Assets
 
$
13,469,290

Accounts payable, accrued expenses and other
 
$
278,230

Mortgage payable
 
8,925,000

Net assets
 
4,266,060

Total liabilities and net assets
 
$
13,469,290


 
 
Arboretum 3/31/2011 (Date of acquisition)
Cash and cash equivalents
 
$
186,575

Restricted cash
 
429,231

Other current assets
 
116,631

Real estate assets
 
20,031,050

Finance costs
 
181,565

Total Assets
 
$
20,945,052

Mortgage payable
 
$
17,500,000

Net assets
 
3,445,052

Total liabilities and net assets
 
$
20,945,052


The table below shows the unaudited pro forma condensed consolidated results of operations of the Company as if the Maples on 97th, Eagle Village, and Arboretum properties had been acquired at the beginning of the periods presented:
 
 
For year ended December 31, 2012
 
For year ended December 31, 2011
 
For year ended December 31, 2010
 
 
 
 
 
 
 
Revenues
 
$
26,470,566

 
$
24,759,074

 
$
21,984,713

Net income (loss)
 
4,549,630

 
(2,085,080
)
 
125,595

Net income (loss) allocated to unitholders
 
5,380,136

 
(948,673
)
 
2,562,668

Unitholder's interest in net income (loss) per unit (basic and diluted)
 
0.14

 
(0.03
)
 
0.09


For the year ended December 2012, the EAT (Maples on 97th) added approximately $604,000 in total revenue and approximately $235,000 in net loss to the Company since it was acquired on August 29, 2012.

For the year ended December 2011, Eagle Village added approximately $945,000 in total revenue and approximately $257,000 net loss to the Partnership since it was acquired on June 29, 2011 and Arboretum added approximately $1.8 million in total revenue and approximately $695,000 net loss to the Partnership since it was acquired on March 31, 2011.


89


Consolidated VIE Properties

In addition to the MF Properties, the Company consolidates the assets, liabilities, and results of operations of the Consolidated VIEs in accordance with the guidance on consolidations.  Although the assets of the VIEs are consolidated, the Company has no ownership interest in the Consolidated VIEs other than to the extent they serve as collateral for the tax-exempt mortgage revenue bonds owned by the Partnership.  The results of operations of those properties are recorded by the Company in consolidation but any net income or loss from these properties does not accrue to the unitholders or the general partner, but is instead included in "Unallocated deficit of variable interest entities.”

As discussed in Note 4, as the result of the foreclosures of the bonds on Residences at DeCordova and on Residences at Weatherford and the merger of the entity owning Iona Lakes, these three entities are no longer consolidated as Consolidated VIEs. DeCordova and Weatherford are now reflected as MF Properties and Iona Lakes is now reflected as an investment in tax-exempt mortgage revenue bonds and other assets.

The Company consolidated the following properties owned by the VIEs in continuing operations as of December 31, 2012 and 2011:
Consolidated VIEs
Property Name
 
Location
 
Number of Units
 
Land
 
Buildings and Improvements
 
 Carrying Value at December 31, 2012
Bent Tree Apartments
 
Columbia, SC
 
232

 
$
986,000

 
$
11,877,333

 
$
12,863,333

Fairmont Oaks Apartments
 
Gainsville, FL
 
178

 
850,400

 
8,713,038

 
9,563,438

Lake Forest Apartments
 
Daytona Beach, FL
 
240

 
1,396,800

 
11,352,854

 
12,749,654

Maples on 97th
 
Omaha, NE
 
258

 
905,000

 
6,161,770

 
7,066,770

 
 
 
 
 
 
 
 
 
 
42,243,195

Less accumulated depreciation (depreciation expense of approximately $1.5 million in 2012)
 
(13,871,102
)
 
 
 
 
 
 
 
 
 
 
$
28,372,093

 
 
 
 
 
 
 
 
 
 
 
Consolidated VIEs
Property Name
 
Location
 
Number of Units
 
Land
 
Buildings and Improvements
 
 Carrying Value at December 31, 2011
Bent Tree Apartments
 
Columbia, SC
 
232

 
$
986,000

 
$
11,758,519

 
$
12,744,519

Fairmont Oaks Apartments
 
Gainsville, FL
 
178

 
850,400

 
8,615,014

 
9,465,414

Lake Forest Apartments
 
Daytona Beach, FL
 
240

 
1,396,800

 
11,251,304

 
12,648,104

 
 
 
 
 
 
 
 
 
 
34,858,037

Less accumulated depreciation (depreciation expense of approximately $1.7 million in 2011)
 
(12,332,334
)
 
 
 
 
 
 
 
 
 
 
$
22,525,703


9.  Other Assets

The Company had the following Other Assets as of dates shown:
 
 
December 31, 2012
 
December 31, 2011
Property loans receivable
 
$
20,328,927

 
$
19,808,803

Less: Loan loss reserves
 
(18,134,902
)
 
(16,782,918
)
Deferred financing costs - net
 
2,764,734

 
3,368,938

Fair value of derivative contracts
 
378,729

 
1,323,270

Taxable bonds at fair market value
 
1,524,873

 
774,946

Other assets
 
1,353,934

 
1,048,340

 Total Other Assets
 
$
8,216,295

 
$
9,541,379



90


In addition to the tax-exempt mortgage revenue bonds held by the Company, taxable mortgage loans have been made to the owners of the properties which secure certain of the tax-exempt mortgage revenue bonds and are reported as Other Assets, net of allowance. The Company periodically, or as changes in circumstances or operations dictate, evaluates such taxable loans for impairment. The value of the underlying property assets is ultimately the most relevant measure of the value to support the taxable loan values. The Company utilizes a discounted cash flow model in estimating a property fair value. A number of different discounted cash flow models containing varying assumptions are considered. The various models may assume multiple revenue and expense scenarios, various capitalization rates and multiple discount rates. In estimating the property valuation, the most significant assumptions utilized in the discounted cash flow model were the same as those discussed in Note 2 above except that the specific discount rate used to estimate the property valuation in the current year models was 6.5%. The Company believes this represents a rate at which a multifamily property could obtain current tax-exempt financing similar to the current existing outstanding bonds. Other information, such as independent appraisals, may be considered in estimating a property fair value. If the estimated fair value of the property after deducting the amortized cost basis of any senior tax-exempt mortgage revenue bond exceeds the principle balance of the property loan then no potential loss is indicated and no allowance for loan loss is needed.
During 2012, the Company purchased a taxable bond with a par value of $934,000 in conjunction with the purchase of the Vantage at Judson tax-exempt mortgage revenue bond and recorded a taxable loan of approximately $191,000 in conjunction with the purchase of the restructured Arbors at Hickory Ridge tax-exempt mortgage revenue bond. The $191,000 Arbors taxable loan has an interest rate of 6.25% and scheduled monthly principal payment over approximately two years commencing on February 2, 2014. The $934,000 Vantage at Judson taxable bond has an cash interest rate of 9% and requires monthly principal payments commencing in February 2016 with a term date of February 2, 2053.

The following is a summary of the taxable loans, accrued interest and allowance on amounts due at December 31, 2012 and 2011:
 
December 31, 2012
 
Outstanding Balance
 
Accrued Interest
 
Loan Loss Reserves
 
Net Taxable Loans
Arbors at Hickory Ridge
$
191,264

 
$
697

 
$
—

 
$
191,961

Ashley Square
4,894,342

 
1,681,322

 
(5,277,664
)
 
1,298,000

Cross Creek
6,588,087

 
1,578,288

 
(4,782,760
)
 
3,383,615

Iona Lakes
7,741,118

 
2,856,290

 
(6,857,912
)
 
3,739,496

Woodland Park
914,116

 
302,450

 
(1,216,566
)
 
—

 
$
20,328,927

 
$
6,419,047

 
$
(18,134,902
)
 
$
8,613,072

 
 
 
 
 
 
 
 
 
December 31, 2011
 
Outstanding Balance
 
Accrued Interest
 
Allowance
 
Net Taxable Loans
Ashley Square
$
4,786,342

 
$
1,331,186

 
$
(4,927,528
)
 
$
1,190,000

Cross Creek
6,769,227

 
1,360,270

 
(4,564,742
)
 
3,564,755

Iona Lakes
7,339,118

 
2,207,301

 
(6,208,923
)
 
3,337,496

Woodland Park
914,116

 
167,609

 
(1,081,725
)
 
—

 
$
19,808,803

 
$
5,066,366

 
$
(16,782,918
)
 
$
8,092,251



During 2012, the Partnership advanced additional funds to Ashley Square, Cross Creek, and Iona Lakes of approximately $108,000, $150,000 and $402,000, respectively. In addition, Cross Creek paid approximately $330,000 which was applied against the loan receivable. During 2011, the Partnership advanced additional funds to Cross Creek and Iona Lakes of approximately $381,000 and $618,000, respectively. The Partnership believes that these properties will be self-sufficient from an operating cash flow perspective over the term of the bond but will continue to provide property loan advances to cover their short-term working capital needs.

As discussed in Note 4, the Partnership deconsolidated the VIE that owns the Iona Lakes property during 2011. During 2010, the Partnership deconsolidated the VIEs that own the Ashley Square and Cross Creek properties. As a result of these VIEs being deconsolidated, the taxable loan and the corresponding loan loss was recognized in the Partnership financial statements. The 2011 taxable loans impairment evaluations resulted in the Partnership recording a $4.2 million loan loss reserve against the Iona Lakes taxable loan. In 2010, the impairment analysis resulted in an additional $562,385 provision for loan loss against the Ashley Square and Cross Creek taxable loans. There were no loan loss impairments reported for the 2012 year.


91


The following is a detail of loan loss reserves for the years ended December 31:
 
 
2012
 
2011
 
2010
Balance, beginning of year
 
$
16,782,918

 
$
9,899,719

 
$
735,719

Provision for loan loss
 
—

 
4,242,571

 
562,385

Deconsolidation of VIEs
 
—

 
1,861,051

 
7,589,901

Accrued interest not recognized
 
1,351,984

 
779,577

 
1,011,744

Balance, end of year
 
$
18,134,902

 
$
16,782,918

 
$
9,899,749


Accrued interest not recognized represents interest accrued that the Partnership has determined they are not reasonably assured of collecting. During 2012 and 2011, the Partnership recorded loan loss reserves equal to the accrued interest on the Ashley Square, Cross Creek, Iona Lakes and Woodland Park property loans. Amounts reflected in 2010 relate to accrued interest not recognized on the Woodland Park, Ashley Square, and Cross Creek taxable loans.

The Company, at December 31, 2012 and 2011, holds an asset held for sale valued at an appraised value of $375,000, along with a receivable of approximately $711,000 representing amounts due from a project owner of Prairebrook Village. In 2008 the Company foreclosed on the Prairebrook Village bond and obtained a summary judgment against ownership. The Partnership placed liens on assets identified and garnished wages from the judgment parties. In 2009, the Company recorded a $700,000 provision for loan loss reserve against this judgment receivable. In February 2010, the Company was informed that bankruptcy protection may be sought by the judgment party. This reserve is $711,000 at December 31, 2012 and 2011, while the Company continues to pursue this receivable.

10.  Discontinued Operations

In October 2012, the limited partnership that owns the Greens Property admitted two entities that are affiliates of Boston Capital (“BC Partners”) as new limited partners as part of a syndication of LIHTCs on the Greens Property. Prior to the execution of the admittance of the new limited partners, the Company had entered into an agreement to sell the Greens of Pine Glen Property for approximately $7.3 million to the third party not-for-profit which is the general partner of the limited partnership that now owns the Greens Property.   That sale was conditional on securing the tax-exempt bond and low-income housing tax credits from the North Carolina Housing Finance Agency.  At closing, the BC Partners invested $961,000 of equity into this limited partnership and is obligated to invest another $2.2 million at contractual scheduled milestones tied to construction, the property reaching a specified debt service coverage ratio, the designation from the state of the tax credits, with the final payment being received no earlier than October 1, 2013.   The Company purchased 100% of the tax-exempt mortgage revenue bonds issued as part of the agreement to finance the acquisition and rehabilitation of the Greens Property. The Series A bonds have a $8,515,000 par value and bear interest at 6.5%. The Series B bond has a $950,000 par value and bears interest at 12% . Both series of bonds mature in October 1, 2047 . The Company also obtained an $850,000 taxable loan secured by the Greens Property at closing.  The construction is estimated to be 75% completed by June 30, 2013 and fully completed by October 31, 2013, and each of these milestones requires capital contributions by the limited partners. As there will be sufficient equity invested to recognize a real estate sale for accounting purposes at 75%completion of construction and the Company no longer has responsibility for the general operations of the property, this MF Property has met the criteria for discontinued operations presentation and has been reported as such in the consolidated financial statements for all periods presented. The net fixed assets and total assets of the Greens Property were approximately $8.4 million and $12.2 million at December 31, 2012, and $6.0 million and $6.2 million at December 31, 2011.

The Eagle Ridge property sale was completed in November 2012 and resulted in the property being reported as a discontinued operation for all periods reported. The net fixed assets and total assets of the Eagle Ridge property were approximately $2.3 million and $2.3 million at December 31, 2011. The proceeds from the sale of the property was approximately $2.5 million resulting in a gain of approximately $126,000.
In August 2012, the Commons at Churchland property was sold for proceeds of approximately $8.1 million resulting in a gain of approximately $1.3 million . The net fixed assets and total assets of the Churchland property were approximately $6.5 million and $7.3 million at December 31, 2011.


92


In October 2011, the three limited partnerships that own the Ohio Properties admitted two entities that are affiliates of BC Partners as new limited partners as part of a syndication of LIHTCs on the Ohio Properties. The BC Partners agreed to contribute approximately $6.7 million to the equity of these limited partnerships, subject to the Ohio Properties meeting certain debt service coverage ratios specified in the applicable limited partnership agreements. In February 2013, the BC Partners contributed $6.3 million of capital into the Ohio Properties and the Company will recognize the approximately $1.8 million gain from the 2010 sale in the consolidated financial statements during the first quarter of 2013. The Company will also begin reporting the tax-exempt mortgage bonds on such Ohio Property as an asset and will report the related interest income on the bond commencing with first quarter of 2013. The Ohio Properties are reported as discontinued operations for all periods presented in these consolidated financial statements. The net fixed assets and total assets of the Ohio Properties were approximately $18.6 million and $20.4 million at December 31, 2012 and $20.8 million and $21.6 million at December 31, 2011.
 
The following represents the components of the assets and liabilities of the discontinued operations:
 
December 31, 2012
 
December 31, 2011
Cash and cash equivalents
$
158,727

 
$
126,572

Restricted cash
4,035,360

 
1,001,006

Land
3,828,345

 
5,288,420

Buildings and improvements
28,316,081

 
35,780,697

Real estate assets before accumulated depreciation
32,144,426

 
41,069,117

Accumulated depreciation
(5,208,176
)
 
(5,534,263
)
Net real estate assets
26,936,250

 
35,534,854

Other assets
1,450,090

 
832,268

Total assets from discontinued operations
32,580,427

 
37,494,700

Accounts payable and accrued expenses
1,531,462

 
1,093,492

Mortgage payable
—

 
10,779,428

Total liabilities from discontinued operations
1,531,462

 
11,872,920

Net assets of discontinued operations
$
31,048,965

 
$
25,621,780


The following presents the revenues, expenses and income from discontinued operations:

 
 
2012
 
2011
 
2010
Rental Revenues
 
$
5,843,173

 
$
5,908,454

 
$
5,585,870

Expenses
 
5,017,505

 
5,156,262

 
6,055,387

Income (loss) from continuing operations of the discontinued operations
 
825,668

 
752,192

 
(469,517
)
Gain on sale of discontinued operations
 
1,406,608

 
—

 
—

Net income (loss) from discontinued operations
 
$
2,232,276

 
$
752,192

 
$
(469,517
)


93


11.  Debt Financing

The Company currently has outstanding debt financing of $177.9 million under three separate credit facilities. As of December 31, 2011, the Company's outstanding debt financing totaled approximately $112.7 million.  

Debt Financing
 
Outstanding Debt Financing at December 31, 2012
 
Original Debt Financing
 
Year Acquired
 
Stated Maturity
 
Effective Rate (1)
 
 
 
 
 
 
 
 
 
 
 
PHC Certificates-TOB Trust
 
$
48,995,000

 
$
48,995,000

 
2012
 
July 2013
 
2.13
%
Autumn Pines-TOB Trust
 
9,850,000

 
10,000,000

 
2011
 
July 2013
 
2.30
%
MBS - TOB Trust 1
 
2,585,000

 
2,585,000

 
2012
 
October 2013
 
1.31
%
MBS - TOB Trust 2
 
4,090,000

 
4,090,000

 
2012
 
October 2013
 
1.29
%
MBS - TOB Trust 3
 
3,890,000

 
3,890,000

 
2012
 
October 2013
 
1.32
%
MBS - TOB Trust 4
 
5,960,000

 
5,960,000

 
2012
 
October 2013
 
1.29
%
MBS - TOB Trust 5
 
8,590,000

 
8,590,000

 
2012
 
October 2013
 
1.28
%
TEBs Financing
 
93,988,000

 
95,810,000

 
2010
 
September 2013
 
2.09
%
 Total Debt Financing
 
$
177,948,000

 
$
179,920,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt Financing
 
Outstanding Debt Financing at December 31, 2011
 
Original Debt Financing
 
Year Acquired
 
Stated Maturity
 
Effective Rate (1)
 
 
 
 
 
 
 
 
 
 
 
Autumn Pines
 
$
9,930,000

 
$
10,000,000

 
2011
 
July 2012
 
2.01
%
GMF Warren/Tulane
 
7,810,000

 
7,810,000

 
2011
 
November 2012
 
1.70
%
TEBs Financing
 
94,933,000

 
95,810,000

 
2010
 
September 2017
 
2.10
%
 Total Debt Financing
 
$
112,673,000

 
$
113,620,000

 
 
 
 
 
 

(1)  Represents the average effective interest rate, including fees, for the years ended December 31, 2012 and 2011 and excludes the effect of interest rate caps (see Note 15).

TOB Financings
In July 2011, the Company executed a Master Trust Agreement with DB which allows the Company to execute multiple TOB structures upon the approval and agreement of terms by DB. Under each TOB structure issued through the Master Trust Agreement, the TOB trustee issues SPEARS and LIFERS. Theses SPEARS and LIFERS represent beneficial interests in the securitized asset held by the TOB trustee. The Company will purchase the LIFERS from each of these TOB Trusts which will grant them certain rights to the securitized assets. Under each TOB structure, the asset is transferred to a custodian and trustee that provide these services on behalf of DB. The Master Trust Agreement with DB has covenants that the Company is required to maintain compliance, the most restrictive of which at December 31, 2012 is that cash available to distribute for the trailing twelve months must be at least two times trailing twelve month interest expense. The Company was in compliance with all of these covenants as of December 31, 2012. If the Company were to be out of compliance with any of these covenants, it would trigger a termination event of the financing facilities. The Company expects to renew each of the TOB financing facilities for another one year term as they mature throughout 2013.

In November and December 2012, the Company purchased the LIFERS issued by the trustee over five different TOB Trusts for approximately $6.5 million which are securitizations of mortgage-backed securities ("MBS TOB Trusts") with a par value of approximately $31.6 million. The LIFERS entitle the Company to all principal and interest payments received by these MBS TOB Trusts on the mortgage- backed securities after payments due to the holders of the SPEARS and trust costs. The Company reports the MBS TOB Trusts on a consolidated basis as it has determined it is the primary beneficiary of these variable interest entities (see Note 7). The MBS TOB Trusts also issued SPEARS of approximately $25.1 million to unaffiliated investors which is the outstanding amount at December 31, 2012. The SPEARS represent senior interests in the MBS TOB Trusts and some have been credit enhanced by DB. On January 17, 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 million were issued by the MBS TOB Trust which increased the Company's outstanding borrowings.


94


In July 2012, the Company purchased the PHC Certificate LIFERS issued by the trustee over the PHC TOB Trusts for approximately $16.0 million and pledged the LIFERS to the trustee to secure certain reimbursement obligations of the Company as the holder of LIFERS. The LIFERS entitle the Company to all principal and interest payments received by the PHC TOB Trusts on the $65.3 million of PHC Certificates held by it after payments due to the holders of the SPEARS and trust costs. The Company reports the PHC TOB Trust on a consolidated basis as it has determined it is the primary beneficiary of these variable interest entities. The PHC TOB Trusts also issued SPEARS of approximately $49.0 million to unaffiliated investors which is the outstanding amount at December 31, 2012. The SPEARS represent senior interests in the PHC TOB Trusts and have been credit enhanced by DB.

In July 2011, the Company closed a $10 million financing utilizing the TOB structure with the securitization of the Company's $13.4 million Autumn Pines Apartments tax-exempt mortgage revenue bond. In December 2011, the Company closed a second $7.8 million TOB financing structure structured as a securitization of the Company's $15.6 million GMF-Warren/Tulane Apartments and GMF-Madison apartments tax-exempt mortgage revenue and taxable mortgage revenue bonds.  In May 2012, the Company retired the $7.8 million TOB financing structure when the GMF-Warren/Tulane and GMF-Madison Tower tax-exemept mortgage revenue bonds were sold. Under these TOB structures, the Company transferred the bonds to a custodian and trustee that provide these services on behalf of DB. The TOB trustee then issued SPEARS and LIFERS. The SPEARS were credit-enhanced by DB and sold through a placement agent to unaffiliated investors. The gross proceeds from the sale of the SPEARS were remitted to the Company. The LIFERS were retained by the Company and are pledged to DB to secure certain reimbursement obligations. At December 31, 2012, the Company owed $9.8 million on the Autumn Pines TOB financing facility and at December 31, 2011, the Company owed $17.7 million on both TOB facilities.
 
The TOB trusts essentially provide the Company with a secured variable rate debt facility at interest rates that reflect the prevailing short-term tax-exempt rates paid by the TOB trusts on the SPEARS. Payments made to the holders of the SPEARS and the amount of trust fees essentially represent the Company's effective cost of borrowing on the net proceeds it received from the sale of the SPEARS. The holders of the SPEARS are entitled to receive regular payments from the TOB trusts at a variable rate established by a third party remarketing firm that is expected to be similar to the weekly SIFMA floating index rate. Payments on the SPEARS will be made prior to any payments on the LIFERS held by the Company. The Company is accounting for these transactions as secured financing arrangements.

TEBS Financing
As of September 1, 2010, the Partnership and its Consolidated Subsidiary ATAX TEBS I, LLC, entered into a number of agreements relating to a new long-term debt financing facility provided through the securitization of thirteen tax-exempt mortgage revenue bonds owned by the ATAX TEBS I, LLC (the “Sponsor”) pursuant to the TEBS Financing. The TEBS Financing essentially provides the Partnership with a long-term variable-rate debt facility at interest rates reflecting prevailing short-term tax-exempt rates.

95


Effective September 1, 2010, the Partnership transferred the following bonds to ATAX TEBS I, LLC, a special purpose entity controlled by the Partnership pursuant to the TEBS Financing. The par value of the bonds included in this Financing facility as of December 31, 2012 and 2011 are also presented.
 
 
Outstanding Bond Par Amounts
Description of Tax-Exempt
 
 
 
 
 
 
Mortgage Revenue Bonds
 
December 31, 2012
 
December 31, 2011
 
Financial Statement Presentation
Ashley Square
 
$
5,260,000

 
$
5,308,000

 
Tax-exempt mortgage revenue bond
Bella Vista
 
6,600,000

 
6,650,000

 
Tax-exempt mortgage revenue bond
Bent Tree
 
7,614,000

 
7,686,000

 
Consolidated VIE
Bridle Ridge
 
7,765,000

 
7,815,000

 
Tax-exempt mortgage revenue bond
Brookstone
 
9,416,794

 
9,490,809

 
Tax-exempt mortgage revenue bond
Cross Creek
 
8,568,409

 
8,634,693

 
Tax-exempt mortgage revenue bond
Fairmont Oaks
 
7,439,000

 
7,520,000

 
Consolidated VIE
Lake Forest
 
9,105,000

 
9,201,000

 
Consolidated VIE
Runnymede
 
10,605,000

 
10,685,000

 
Tax-exempt mortgage revenue bond
South Park
 
13,900,000

 
14,000,000

 
Tax-exempt mortgage revenue bond
Woodlynn Village
 
4,460,000

 
4,492,000

 
Tax-exempt mortgage revenue bond
Ohio Series A Bond (1)
 
14,582,000

 
14,666,000

 
Discontinued Operations
Villages at Lost Creek
 
18,315,000

 
18,500,000

 
Tax-exempt mortgage revenue bond
  Total
 
$
123,630,203

 
$
124,648,502

 
 
(1) Collateralized by Crescent Village, Post Woods and Willow Bend which are eliminated upon consolidation (Note 3)
The securitization of these tax-exempt mortgage revenue bonds occurred through two classes of certificates. The Class A TEBS Certificates were issued in an initial principal amount of $95.8 million and were sold through a placement agent to unaffiliated investors. The Class B TEBS Certificates were issued in an initial principal amount of $20.3 million and were retained by the Sponsor. The holders of the Class A TEBS Certificates are entitled to receive regular payments of interest from Freddie Mac at a variable rate which resets periodically based on the weekly Securities Industry and Financial Markets Association (“SIFMA”) floating index rate plus certain credit, facility, remarketing and servicing fees (the “Facility Fees”). As of December 31, 2012, the SIFMA rate was equal to 0.13% resulting in a total cost of borrowing of 2.03% on the outstanding balance on the TEBS Financing facility of $94.0 million. As of December 31, 2011, the SIFMA rate was equal to 0.15% resulting in a total cost of borrowing of 2.05% on the outstanding balance on the TEBS Financing facility of $94.9 million.
Payment of interest on the Class A TEBS Certificates will be made from the interest payments received by Freddie Mac from the Bonds and Senior Custody Receipts held by Freddie Mac on designated interest payment dates prior to any payments of interest on the Class B TEBS Certificates held by the Sponsor. As the holder of the Class B TEBS Certificates, the Sponsor is not entitled to receive interest payments on the Class B TEBS Certificates at any particular rate, but will be entitled to all payments of principal and interest on the Bonds and Senior Custody Receipts held by Freddie Mac after payment of principal and interest due on the Class A TEBS Certificates and payment of all Facility Fees and associated expenses. Accordingly, the amount of interest paid to the Sponsor on the Class B TEBS Certificates is expected to vary over time, and could be eliminated altogether, due to fluctuations in the interest rate payable on the Class A TEBS Certificates, Facility Fees, expenses and other factors.
The term of the TEBS Financing coincides with the terms of the assets securing the TEBS Certificates, except that the Partnership may terminate the TEBS Financing at its option on either September 15, 2017 or September 15, 2020. Should the Partnership not elect to terminate the TEBS Financing on these dates, the full term of the TEBS Financing runs through the final principal payment date associated with the securitized bonds, or July 15, 2050. The TOB Financing facilities mature between June 15, 2013 and October 15, 2013 with options available for the Company to extend another year.
For years ended December 31, 2012 and 2011, the Company's average effective annual interest rate on borrowings under the Omaha State Bank Facility, TEBS Facility, and TOB Facilities was approximately 2.07% and 2.6%, respectively.


96


The Company's aggregate borrowings as of December 31, 2012 contractually mature over the next five years and thereafter as follows:
2013
$
84,969,000

2014
1,083,000

2015
1,139,000

2016
1,192,000

2017
1,292,000

Thereafter
88,273,000

Total
$
177,948,000


12. Mortgages Payable

The Company reports the mortgage loans secured by certain MF Properties on its consolidated financial statements as Mortgages payable.  As of December 31, 2012, outstanding mortgage loans totaled approximately $39.1 million.   As of December 31, 2011, outstanding mortgage loans totaled approximately $35.5 million.  

In February, 2012, the Partnership obtained a $2.0 million construction loan secured by the DeCordova property to be used to expand the DeCordova campus by constructing a new apartment building adjacent to the existing DeCordova property. This construction loan is with an unrelated third party and carries a fixed annual interest rate of 5.0%, maturing on February 1, 2017.

In May 2012, the Company obtained an extension from Bank of America for the mortgage secured by Glynn Place to May 2013.

In July 2011, the Company obtained a $6.5 million construction loan secured by the DeCordova and Weatherford properties. This construction loan will be used to fund the completion of Weatherford and the expansion of DeCordova. The construction loan is with Pinnacle Bank, an independent third party, and carries a fixed annual interest rate of 5.9%, maturing on July 28, 2015. This facility had an outstanding balance of approximately $6.4 million at December 31, 2012. This agreement required $500,000 to be held as by the Company as restricted cash.

In June 2011, the Company obtained a conventional mortgage of approximately $8.9 million, which was used to acquire Eagle Village. The mortgage carries a variable interest rate of one-month LIBOR plus 2.75%, but will not be less than 3.5%. On December 31, 2012 this rate was 3.5%. This mortgage matures on June 1, 2013.

In May 2011, the Greens Property obtained an approximate $4.6 million mortgage loan. The mortgage carries a variable interest rate of prime plus 1.00% or 4.25%, whichever is greater. This mortgage was paid in full on October 18, 2012.

In March 2011, the Company purchased Arboretum, an independent senior living facility in Omaha, Nebraska. A portion of the purchase price was financed with approximately $17.5 million mortgage payable. This mortgage carries a 5.25% fixed rate and matures on March 31, 2014.


97


The following is a summary of the Mortgage Loans payable on MF Properties:
MF Property Mortgage Payables
 
Outstanding Mortgage Payable at December 31, 2012
 
Original Mortgage Payable
 
Year Acquired
 
Stated Maturity
 
Effective Rate (1)
 
 
 
 
 
 
 
 
 
 
 
Arboretum
 
$
17,500,000

 
$
17,500,000

 
2011
 
March 2014
 
5.25
%
Eagle Village
 
8,925,000

 
8,925,000

 
2010
 
June 2013
 
3.50
%
Glynn Place
 
4,252,836

  
4,480,000

 
2008
 
May 2013
 
2.78
%
Residences of DeCordova
 
1,995,628

 
2,000,000

 
2012
 
February 2017
 
5.01
%
Residences of Weatherford
 
6,446,043

 
6,500,000

 
2011
 
July 2015
 
5.84
%
Total Mortgage Payable
 
$
39,119,507

  
$
39,405,000

 
 
 
 
 
 

 
 
 

 
 

 
 
 
 
 
 

MF Property Mortgage Payables
 
Outstanding Mortgage Payable at December 31, 2011
 
Original Mortgage Payable
 
Year Acquired
 
Stated Maturity
 
Effective Rate (1)
 
 
 
 
 
 
 
 
 
 
 
Arboretum
 
$
17,500,000

  
$
17,500,000

 
2011
 
March 2014
 
5.25
%
Eagle Village
 
8,925,000

  
8,925,000

 
2011
 
June 2013
 
3.50
%
Glynn Place
 
4,308,468

  
4,480,000

 
2008
 
May 2012
 
2.99
%
Residences of Weatherford
 
4,730,987

 
4,730,987

 
2011
 
July 2015
 
5.63
%
Total Mortgage Payable
 
$
35,464,455

  
$
35,635,987

 
 
 
 
 
 


(1)  Represents the average effective interest rate, including fees, for the years ended December 31, 2012 and 2011 and excludes the effect of interest rate caps (see Note 15).

The Company's mortgages payable as of December 31, 2012, contractually mature over the next five years and thereafter as follows:
2013
$
13,339,707

2014
17,661,871

2015
6,122,301

2016
—

2017
1,995,628

Thereafter
—

Total
$
39,119,507


The Partnership expects each of the MF Properties to eventually be sold either to a not-for-profit entity or in connection with a syndication of LIHTCs. The proceeds from such sale will be utilized to retire any associated outstanding mortgage loan. Should a mortgage loan reach maturity prior to a sale of the associated MF Property, the Partnership would either seek to refinance such mortgage loan or utilize cash reserves to retire the loan. The Partnership expects to provide tax-exempt mortgage revenue bonds as part of an overall plan of financing the acquisition of a MF Property by a new property owner.  

13. Issuances of Additional Beneficial Unit Certificates

In April 2010, a Registration Statement on Form S-3 was declared effective by the SEC under which the Partnership may offer up to $200 million of additional BUCs from time to time. In May 2012, the Partnership issued an additional 12,650,000 BUCs through an underwritten public offering at a public offering price of $5.06 per BUC. Net proceeds realized by the Partnership from this issuance of these BUCs were approximately $60 million after payment of an underwriter's discount and other offering costs of approximately $4.0 million. In April 2010, the Partnership issued an additional 8,280,000 BUCs through an underwritten public offering at a public offering price of $5.37 per BUC pursuant to this new Registration Statement. Net proceeds realized by the Partnership from this issuance of these BUCs were approximately $41.6 million after payment of an underwriter's discount and other offering costs of approximately $2.8 million. There was no equity raise completed in 2011.


98


14.  Transactions with Related Parties

A substantial portion of the Partnership's general and administrative expenses and certain costs capitalized by the Partnership are paid by AFCA 2 or an affiliate and are reimbursed by the Partnership. The capitalized costs are typically incurred in connection with the acquisition or reissuance of certain tax-exempt mortgage revenue bonds, acquisition of PHC Certificates and MBS, debt financing transactions, and other capital transactions. The amounts in the following table represent cash payments to reimburse AFCA 2 or an affiliate for such expenses.

 
2012
 
2011
 
2010
Reimbursable salaries and benefits
$
1,320,968

 
$
1,035,646

 
$
848,566

Other expenses
6,221

 
2,894

 
10,080

Insurance
207,203

 
209,332

 
184,729

Professional fees and expenses
212,895

 
201,277

 
216,346

Investor services and custodial fees (recoveries)
—

 
—

 
(5,057
)
Consulting and travel expenses
3,390

 
3,181

 
27,242

 
$
1,750,677

 
$
1,452,330

 
$
1,281,906

 
AFCA 2 is entitled to receive an administrative fee from the Partnership equal to 0.45% per annum of the outstanding principal balance of any of its tax-exempt mortgage revenue bonds, taxable loans collateralized by real property, and other tax-exempt investments for which the owner of the financed property or other third party is not obligated to pay such administrative fee directly to AFCA 2. For the years ended December 31, 2012, 2011, and 2010, the Partnership paid administrative fees to AFCA 2 of approximately $948,000, $795,000, and $636,000, respectively.  In addition to the administrative fees paid directly by the Partnership, AFCA 2 receives administrative fees directly from the owners of properties financed by certain of the tax-exempt mortgage revenue bonds held by the Partnership.  These administrative fees also equal 0.45% per annum of the outstanding principal balance of these tax-exempt mortgage revenue bonds and totaled approximately $133,000, $160,000, and $209,000, in 2012, 2011, and 2010, respectively. Additionally, in connection with the sale of the Ohio Properties and purchase of the new tax-exempt mortgage revenue bonds issued as part of the transaction (see Note 3 and Note 8), the Ohio Properties paid accrued and deferred administrative fees to AFCA 2 totaling approximately $231,000 in 2010. Eagle Ridge paid accrued and deferred administrative fees to AFCA2 totaling approximately $71,000 in 2012. Although these third party administrative fees are not Partnership expenses, they have been reflected in the accompanying consolidated financial statements of the Company as a result of the consolidation of the VIEs.  Such fees are payable by the financed property prior to the payment of any contingent interest on the tax-exempt mortgage revenue bonds secured by these properties.  If the Partnership were to acquire any of these properties in foreclosure, it would assume the obligation to pay the administrative fees relating to tax-exempt mortgage revenue bonds on these properties.

AFCA 2 earns mortgage placement fees in connection with the acquisition of tax-exempt mortgage revenue bonds by the Company.  These mortgage placement fees were paid by the owners of the respective property or the third party seller of the respective bonds and, accordingly, have not been reflected in the accompanying consolidated financial statements because these properties are not considered Consolidated VIEs. The Company executed an investment placement agreement with AFCA 2 in connection with the Company's acquisition of the PHC Certificates. AFCA 2 received a fee of $653,000 in July 2012 from the Company in connection with this agreement which was recorded into the cost basis of the PHC Certificates and is being amortized against interest income on an effective yield basis. The Company executed separate investment placement agreements with AFCA 2 in connection with the Company's acquisition of the Arbors at Hickory Ridge tax-exempt mortgage revenue bond and the acquisition of mortgage-backed securities. In connection with the Arbors of Hickory Ridge bond placement agreement, AFCA 2 received an origination fee of $100,000 which has been recorded into the cost basis of the tax-exempt mortgage revenue bond and is being amortized against interest income on an effective yield basis. In connection with the mortgage-backed securities agreement, AFCA 2 received an origination fee of approximately $316,000 which has been recorded into the cost basis of the mortgage-backed securities and is being amortized against interest income on an effective yield basis. These investment placement fees are consistent with the mortgage placement fees that AFCA 2 has earned in connection with the acquisition of tax-exempt mortgage revenue bonds by the Company. Investment/mortgage placement fees earned by AFCA 2 totaled approximately $1.4 million, $407,000, and $461,000, in 2012, 2011, and 2010, respectively.


99


An affiliate of AFCA 2, America First Property Management Company, L.L.C. (“Properties Management”) was retained to provide property management services for Iona Lakes, Bent Tree, Lake Forest, Fairmont Oaks, DeCordova, Eagle Ridge, Crescent Village, Maples on 97th, Meadowview, Willow Bend, Post Woods I, Post Woods II, Churchland, Glynn Place, Greens at Pine Glen, Ashley Square, Clarkson College (bond retired in May 2011), Cross Creek, and Woodland Park. The management fees paid to Properties Management amounted to approximately $1.2 million in 2012, $1.1 million in 2011, and $982,000 in 2010. For the Consolidated VIEs, these management fees are not Partnership expenses but are recorded by each applicable VIE entity and, accordingly, have been reflected in the accompanying consolidated financial statements. Such fees are paid out of the revenues generated by the properties owned by the Consolidated VIEs prior to the payment of any interest on the tax-exempt mortgage revenue bonds and taxable loans held by the Partnership on these properties. For the MF Properties, these management fees are considered real estate operating expenses.
 
The owners of three limited-purpose corporations which own apartment properties financed with tax-exempt mortgage revenue bonds and taxable loans held by the Company are employees of Burlington who are not involved in the operation or management of the Company and who are not executive officers or managers of Burlington.

15.  Interest Rate Derivatives

As of December 31, 2012, the Company has three derivative agreements in order to mitigate its exposure to increases in interest rates on its variable-rate debt financing and mortgages payable. The terms of the derivative agreements are as follows:

 
 
 
 
Effective
 
Maturity
 
Purchase
 
 
Date Purchased
 
Notional Amount
 
Capped Rate
 
Date
 
Price
 
Counterparty
 
 
 
 
 
 
 
 
 
 
 
September 2, 2010
 
$
31,936,667

 
3.00
%
 
September 1, 2017
 
$
921,000

 
Bank of New York Mellon
 
 
 
 
 
 
 
 
 
 
 
September 2, 2010
 
$
31,936,667

 
3.00
%
 
September 1, 2017
 
$
845,600

 
Barclays Bank PLC
 
 
 
 
 
 
 
 
 
 
 
September 2, 2010
 
$
31,936,667

 
3.00
%
 
September 1, 2017
 
$
928,000

 
Royal Bank of Canada

In order to mitigate its exposure to interest rate fluctuations on the variable rate TEBS Financing, the Sponsor entered into interest rate cap agreements with Barclays Bank PLC, Bank of New York Mellon and Royal Bank of Canada, each in an initial notional amount of approximately $31.9 million which effectively limits the interest payable by the Company on the TEBS Financing to a fixed rate of 3.0% per annum on the combined notional amounts of the interest rate cap agreements through August 2017. The interest rate cap plus the Facility Fees payable to Freddie Mac result in a maximum potential cost of borrowing on the TEBS Financing of 4.9% per annum.
These interest rate derivatives do not qualify for hedge accounting and, accordingly, they are carried at fair value, with changes in fair value included in current period earnings within interest expense. Interest rate derivative expense, which is the result of marking the interest rate derivative agreements to fair value, resulted in an increase of approximately $900,000 in interest expense for the year ended December 31, 2012, as compared to an increase of approximately $2.1 million in interest expense for the year ended December 31, 2011. These interest rate derivatives are presented on the balance sheet in Other Assets.  The carrying value of these derivatives was approximately $379,000 and $1.3 million as of December 31, 2012 and 2011, respectively.

16.  Fair Value of Financial Instruments

Existing fair value guidance defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The guidance on fair value measurements:

•
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.
 

100


Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk.  To increase consistency and comparability in fair value measurements and related disclosures, the fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels.  The three levels of the hierarchy are defined as follows:
 
•
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.
 
The categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
  
Following is a description of the valuation methodologies used for assets and liabilities measured at fair value.

Investments in Tax-exempt Mortgage Revenue Bonds.  The fair values of the Company's investments in tax-exempt mortgage revenue bonds have each been based on a discounted cash flow and yield to maturity analysis performed by the General Partner.  There is no active trading market for the bonds and price quotes for the bonds are not available.  If available, the General Partner may also consider price quotes on similar bonds or other information from external sources, such as pricing services.  The estimates of the fair values of these bonds, whether estimated by the Company or based on external sources, are based largely on unobservable inputs the General Partner believes would be used by market participants.  Additionally, the calculation methodology used by the external sources and the Company encompasses the use of judgment in its application. To validate changes in the fair value of the Company's investments in tax-exempt mortgage revenue bonds between reporting periods, management looks at the key inputs such as changes in the current market yields on similar bonds as well as changes in the operating performance of the underlying property serving as collateral for each bond. We validate that the changes in the estimated fair value of the tax-exempt mortgage revenue bonds move with the changes in these monitored factors. Given these facts the fair value measurement of the Company’s investment in tax-exempt mortgage revenue bonds is categorized as a Level 3 input.
    
Investment in Public Housing Capital Fund Trust Certificates. The fair value of the Company’s investment in Public Housing Capital Fund Trust Certificates has been based on a yield to maturity analysis performed by the General Partner. There is no active trading market for the trusts' certificates owned by the Company but the General Partner will look at estimated values as determined by pricing services when available. The estimates of the fair values of these trusts' certificates begin with the current market yield rate for a “AAA” rated tax-free municipal bond for a term consistent with the weighted-average life of each of the Public Housing Capital Fund trusts adjusted largely for unobservable inputs the General Partner believes would be used by market participants. Additionally, the calculation methodology used by external pricing services and the Company encompasses the use of judgment in its application. We validate that the changes in the estimated fair value of Public Housing Capital Fund Trust Certificates move with the changes in the market yield rates of investment grade rated tax-exempt municipal bonds with similar length of terms. Given these facts the fair value measurement of the Company’s investment in Public Housing Capital Fund Trust Certificates is categorized as a Level 3 input.

Investment in Mortgage-Backed Securities. The fair value of the Company's investment in mortgage-backed securities is based upon prices obtained from a third party pricing service, which are indicative of market activity. The valuation methodology of the Company's third party pricing service incorporates commonly used market pricing methods, incorporates trading activity observed in the market place, and other data inputs. The methodology also considers the underlying characteristics of each security, which are also observable inputs, including: coupon; maturity date; loan age; reset date; collateral type; geography; and prepayment speeds. Management analyzes pricing data received from the third party pricing service by comparing it to valuation information obtained from at least one other third party pricing service and ensuring they are within a tolerable range of difference which the Company estimates as 7.5% . Management also looks at observations of trading activity observed in the market place when available. Given these facts, the fair value measurements of the Company's investment in mortgage-backed securities is categorized as Level 2 input.

Interest rate derivatives.  The effect of the Company's interest rate caps is to set a cap, or upper limit, on the base rate of interest paid on the Company's variable rate debt equal to the notional amount of the derivative agreement.  The effect of the Company's interest rate swap is to change a variable rate debt obligation to a fixed rate for that portion of the debt equal to the notional amount of the derivative agreement.  The interest rate derivatives are recorded at fair value with changes in fair value included in current period earnings within interest expense.  The fair value of the interest rate derivatives is based on a model whose inputs are not observable and therefore are categorized as a Level 3 input.


101


Assets measured at fair value on a recurring basis are summarized below:

 
 
Fair Value Measurements at December 31, 2012
Description
 
Assets at Fair Value
 
Quoted Prices in Active Markets for Identical Assets
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
Assets
 
 
 
 
 
 
 
 
    Tax-exempt Mortgage Revenue Bonds
 
$
145,237,376

 
$
—

 
$
—

 
$
145,237,376

     Public Housing Capital Fund Trusts
 
65,389,298

 
—

 
—

 
65,389,298

MBS Investments
 
32,121,412

 
—

 
32,121,412

 
—

     Interest Rate Derivatives
 
378,729

 
—

 
—

 
378,729

Total Assets at Fair Value
 
$
243,126,815

 
$
—

 
$
32,121,412

 
$
211,005,403

 
 
 
 
 
 
 
 
 

 
 
For Twelve Months Ended December 31, 2012
 
 
Fair Value Measurements Using Significant
 
 
Unobservable Inputs (Level 3)
 
 
Tax-exempt Mortgage Revenue Bonds
 
Public Housing Capital Bond Trusts
 
Interest Rate Derivatives
 
Total
Beginning Balance January 1, 2012
 
$
135,695,352

 
$
—

 
$
1,323,270

 
$
137,018,622

     Total gains (losses) (realized/unrealized)
 
 
 
 
 
 
 
 
          Included in earnings
 
—

 
—

 
(944,541
)
 
(944,541
)
          Included in other comprehensive income
 
8,070,888

 
(568,335
)
 
—

 
7,502,553

     Purchases
 
32,660,864

 
65,985,893

 
—

 
98,646,757

     Bond sales and restructuring
 
(30,654,939
)
 
—

 
—

 
(30,654,939
)
     Settlements
 
(534,789
)
 
(28,260
)
 
—

 
(563,049
)
Ending Balance December 31, 2012
 
$
145,237,376

 
$
65,389,298

 
$
378,729

 
$
211,005,403

Total amount of losses for the period included in earnings attributable to the change in unrealized gains or losses relating to assets or liabilities still held as of December 31, 2012
 
$
—

 
$
—

 
$
(944,541
)
 
$
(944,541
)


102


 
 
Fair Value Measurements at December 31, 2011
Description
 
Assets at Fair Value
 
Quoted Prices in Active Markets for Identical Assets
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
Assets
 
 
 
 
 
 
 
 
    Tax-exempt Mortgage Revenue Bonds
 
$
135,695,352

 
$
—

 
$
—

 
$
135,695,352

    Interest Rate Derivatives
 
1,323,270

 
—

 
—

 
1,323,270

Total Assets at Fair Value
 
$
137,018,622

 
$
—

 
$
—

 
$
137,018,622

 
 
 
 
 
 
 
 
 
 
 
 
 
For Twelve Months Ended December 31, 2011
 
 
 
 
Fair Value Measurements Using Significant
 
 
 
 
Unobservable Inputs (Level 3)
 
 
 
 
Tax-exempt Mortgage Revenue Bonds
 
Interest Rate Derivatives
 
Total
Beginning Balance January 1, 2011
 
 
 
$
100,566,643

 
$
3,406,791

 
$
103,973,434

VIE deconsolidation
 
 
 
15,083,757

 
—

 
15,083,757

     Total gains (losses) (realized/unrealized)
 
 
 


 
 
 


          Included in earnings
 
 
 
—

 
(2,083,521
)
 
(2,083,521
)
          Included in other comprehensive income
 
 
 
9,734,259

 
—

 
9,734,259

     Purchases
 
 
 
20,117,500

 
—

 
20,117,500

     Bond retirement
 
 
 
(9,526,619
)
 
—

 
(9,526,619
)
     Settlements
 
 
 
(280,188
)
 
—

 
(280,188
)
Ending Balance December 31, 2011
 
 
 
$
135,695,352

 
$
1,323,270

 
$
137,018,622

Total amount of losses for the period included in earnings attributable to the change in unrealized gains or losses relating to assets or liabilities still held as of December 31, 2011
 
$
—

 
$
(2,083,521
)
 
$
(2,083,521
)
 
 
Fair Value Measurements at December 31, 2010
 
 
Assets at Fair Value
 
Quoted Prices in Active Markets for Identical Assets
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
Assets
 
 
 
 
 
 
 
 
    Tax-exempt Mortgage Revenue Bonds
 
$
100,566,643

 
$
—

 
$
—

 
$
100,566,643

     Interest Rate Derivatives
 
3,406,791

 
—

 
—

 
3,406,791

Total Assets at Fair Value
 
$
103,973,434

 
$
—

 
$
—

 
$
103,973,434

 
 
 
 
 
 
 
 
 
 
 
 
 
For Twelve Months Ended December 31, 2010
 
 
 
 
Fair Value Measurements Using Significant
 
 
 
 
Unobservable Inputs (Level 3)
 
 
 
 
Tax-exempt Mortgage Revenue Bonds
 
Interest Rate Derivatives
 
Total
Beginning Balance January 1, 2010
 
 
 
$
69,399,763

 
$
140,507

 
$
69,540,270

VIE deconsolidation
 
 
 
12,371,004

 
—

 
12,371,004

VIE consolidation
 
 
 
(9,539,000
)
 
—

 
(9,539,000
)
     Total gains (realized/unrealized)
 
 
 


 


 


          Included in earnings
 
 
 
—

 
571,684

 
571,684

          Included in other comprehensive income
 
 
 
1,348,966

 
—

 
1,348,966

     Purchases
 
 
 
28,104,843

 
2,694,600

 
30,799,443

     Settlements
 
 
 
(1,118,933
)
 
—

 
(1,118,933
)
Ending Balance December 31, 2010
 
 
 
$
100,566,643

 
$
3,406,791

 
$
103,973,434

Total amount of gains for the period included in earnings attributable to the change in unrealized gains or losses relating to assets or liabilities still held as of December 31, 2010
 
$
—

 
$
571,684

 
$
571,684


Income and losses included in earnings for the periods shown above are included in interest expense.


103


The carrying amounts of cash and cash equivalents included in the consolidated balance sheets approximate fair value given the short-term nature of these financial instruments. The Company calculates a fair market value of each financial instrument using a discounted cash flow model based on the debt amortization schedules at the effective rate of interest for 2011. The estimated fair value of the Debt financing and Mortgages payable are in the level 3 category of the fair value hierarchy. Below represents the fair market value of the debt held on the balance sheet for December 31, 2012 and 2011, respectively.

 
2012
 
2011
 
Carrying Amount
 
Fair Value
 
Carrying Amount
 
Fair Value
 
Financial Liabilities:
 
 
 
 
 
 
 
Debt financing
$
177,948,000

 
$
179,103,291

 
$
112,673,000

 
$
115,106,332

Mortgages payable
39,119,517

 
40,203,943

 
35,464,455

 
36,585,329


17. Commitments and Contingencies

The Company, from time to time, may be subject to various legal proceedings and claims that arise in the ordinary course of business. These matters are frequently covered by insurance. If it has been determined that a loss is probable to occur, the estimated amount of the loss is accrued in the consolidated financial statements. While the resolution of these matters cannot be predicted with certainty, management believes the final outcome of such matters will not have a material effect on the Company’s consolidated financial statements.

Certain of the MF Properties own apartment properties that generated LIHTCs for the previous partners in these partnerships.  In connection with the acquisition of partnership interests in these partnerships by subsidiaries of the Company, the Company has agreed to reimburse the prior partners for any liabilities they incur due to recapture of these tax credits to the extent the recapture liability is due to the operation of the properties in a manner inconsistent with the laws and regulations relating to such tax credits after the date of acquisition. No amount has been accrued for this contingent liability because management believes that the likelihood of any payments being required there under is remote.

In October 2012, the limited partnership that owns the Greens Property admitted two entities that are affiliates of Boston Capital (“BC Partners”) as new limited partners as part of a syndication of LIHTCs on the Greens Property. At closing, the BC Partners invested $961,000 of equity into this limited partnership and is obligated to invest another $2.2 million at contractual scheduled milestones tied to construction, the property reaching a specified debt service coverage ratio, the designation from the state of the tax credits, but the final payment will be received no earlier than October 1, 2013. In connection with this BC Partners transaction, the Company entered into guarantee agreements with the BC Partners under which the Company has guaranteed certain obligations of the general partner of the Greens of Pine Glen limited partnership, including an obligation to repurchase the interests of the BC Partners if certain “repurchase events” occur. A repurchase event is defined as any one of a number of events mainly focused on the completion of the property rehabilitation, property rent stabilization, the delivery of LIHTCs, tax credit recapture and foreclosure. No amount has been accrued for this contingent liability because the likelihood of a repurchase event is remote. The maximum exposure to the Company at December 31, 2012 under the guarantee provision of the repurchase clause is $720,745 which represents 75% of the equity contributed by BC Partners.

In October 2011, the three limited partnerships that own the Ohio Properties admitted two entities that are affiliates of BC Partners as new limited partners as part of a syndication of LIHTCs on the Ohio Properties. The BC Partners have agreed to contribute approximately $6.7 million to the equity of these limited partnerships, subject to the Ohio Properties meeting certain debt service coverage ratios specified in the applicable limited partnership agreements. In February 2013, the BC Partners contributed the equity into the Ohio Properties.

In connection with the Ohio Properties transaction, the Company entered into guarantee agreements with the BC Partners under which the Company has guaranteed certain obligations of the general partner of these limited partnerships, including an obligation to repurchase the interests of the BC Partners if certain “repurchase events” occur. A repurchase event is defined as any one of a number of events mainly focused on the completion of the property rehabilitation, property rent stabilization, the delivery of LIHTCs, tax credit recapture and foreclosure. Even if a repurchase event should occur, 25% of the BC equity would remain in the Ohio Properties and thus BC, a third party, would have sufficient equity in the Ohio Properties for the Company to recognize the sale discussed above. No amount has been accrued for this contingent liability because the likelihood of a repurchase event is remote. The maximum exposure to the Company at December 31, 2012 under the guarantee provision of the repurchase clause is $251,745 which represents 75% of the equity contributed by BC Partners.


104


In December 2012, the Partnership purchased a $6,049,000 tax-exempt mortgage revenue bond (“Series C Bonds”) and a $934,000 taxable bond both secured by the Vantage at Judson apartments. This property is located in San Antonio, Texas and is currently under construction. In connection with the purchase of these bonds, the Partnership also executed a Forward Delivery Bond Purchase Agreement with the borrower under the bonds, the issuer of the $6,049,000 tax-exempt mortgage revenue bond (“Issuer”), and the Bank which is providing the remainder of the construction financing and has the first lien on the property. Under the terms of this agreement and the Trust Indenture, the Issuer has agreed to fund up to $26,687,000 of senior tax-exempt mortgage revenue bonds (“Series B Bonds”) to allow for the full refunding of the Bank's construction loan (“Series A Bonds”) and all or a portion of the $6,049,000 Series C Bonds. The Partnership has an obligation to purchase the Series B Bonds upon the successful completion of specific conversion conditions. These conversion conditions include no material default by borrower under the trust indenture, the completion of the survey of the property and title insurance, and occupancy of 90% for 90 days at the property. The amount of the Series B Bonds will be no less than $20,638,000 and the final amount will depend on the Reallocation Calculation which is defined as 80% bond to appraised property value and a debt service coverage ratio of no less than 1.15 to 1.0. The Partnership expects to purchase the Series B bonds in 2014 but if the conversion conditions are not met by January 1, 2015, the Partnership has the ability to terminate the Forward Delivery Bond Purchase Agreement.

18. Subsequent Events

In February 2013, the Partnership obtained a $7.5 million loan secured by the Maples on 97th property. This loan is with an unrelated third party and carries a fixed annual interest rate of 3.55%, maturing on February 10, 2016. Title to the Maples on 97th property also transferred to the Partnership from the EAT (a wholly-owned subsidiary of an unrelated title company) in February 2013.

In February 2013, the Company executed a new TOB under its credit facility with DB securitizing the Greens of Pine Glen tax-exempt mortgage revenue bond. The amount borrowed was $5.75 million with a variable interest rate tied to SIFMA and the facility matures in January 2014. The total cost of borrowing was approximately 2.6% at the time of closing.

On February 14, 2013, the Partnership acquired six tax-exempt bonds secured by three properties located in San Antonio, Texas. The bond purchases are as follows: a $13.8 million par value Series A and a $3.2 million par value Series B tax-exempt mortgage revenue bonds secured by the Huebner Oaks Apartments, a 344 unit multifamily apartment complex; an $8.9 million Series A and a $2 million Series B tax-exempt mortgage revenue bonds secured by the Las Colinas Apartments, a 232 unit multifamily apartment complex; and an $8.8 million Series A and $1.7 million Series B tax-exempt mortgage revenue bonds secured by Perrin Crest Apartments, a 200 unit multifamily apartment complex. The three Series A tax-exempt mortgage revenue bonds each carry an annual interest rate of 6.0% and mature on March 1, 2050. The three Series B tax-exempt mortgage revenue bonds each carry a cash interest rate of 9.0% and mature on April 1, 2050. The Partnership also acquired approximately $645,000 of taxable bonds which also carry a cash interest rate of 9.0% and mature on April 1, 2050.

On February 26, 2013, the Partnership obtained a $6.0 million loan secured by the Iona Lakes tax-exempt mortgage revenue bond. This loan carries a fixed interest rate of 5.0% and matures on February 25, 2014.

19. Recently Issued Accounting Pronouncements

On February 5, 2013, the FASB issued Accounting Standards Update 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which adds additional disclosure requirements for items reclassified out of accumulated other comprehensive income. This ASU will be effective for the first interim reporting period in 2013.



105


20.  Segments

The Company consists of five reportable segments, Tax-Exempt Bond Investments, MF Properties, Public Housing Capital Fund Trusts, MBS Investments, and Consolidated VIEs. In addition to the five reportable segments, the Company also separately reports its consolidation and elimination information because it does not allocate certain items to the segments.

Tax-Exempt Bond Investments Segment
The Tax-Exempt Bond Investments segment consists of the Company's portfolio of federally tax-exempt mortgage revenue bonds which have been issued to provide construction and/or permanent financing of multifamily residential apartments.  Such tax exempt bonds are held as long-term investments.  As of December 31, 2012, the Company held fifteen tax-exempt mortgage revenue bonds not associated with Consolidated VIEs and three tax-exempt mortgage revenue bonds associated with Consolidated VIEs which are bonds that are eliminated in consolidation on the Company's financial statements. Additionally, four bonds secured by the Ohio Properties and Greens Property are eliminated upon consolidation in the Company's financial statements and reported as discontinued operations for all periods presented (Note 3). The multifamily apartment properties financed by the 22 tax-exempt mortgage revenue bonds contain a total of 3,880 rental units.

MF Properties Segment
The MF Properties segment consists of indirect equity interests in multifamily apartment properties which are not currently financed by tax-exempt mortgage revenue bonds held by the Partnership but which the Partnership eventually intends to finance by such bonds through a restructuring.  In connection with any such restructuring, the Partnership will be required to dispose of any equity interest held in such MF Properties.  With the exception of the Ohio Properties and the Greens Property, the Partnership's interests in its current MF Properties are not currently classified as Assets Held for Sale because the Partnership is not actively marketing them for sale, there is no definitive purchase agreement in existence that, under current guidance, can be recognized as a sale of real estate assets and, therefore, no sale is expected in the next twelve months.  As discussed above, the Ohio Properties and the Greens Property are reported as discontinued operations (Note 10). During the time the Partnership holds an interest in an MF Property, any net rental income generated by the MF Properties in excess of debt service will be available for distribution to the Partnership in accordance with its interest in the MF Property.  Any such cash distribution will contribute to the Partnership's CAD.  As of December 31, 2012, the Company consolidated the results of seven MF Properties containing a total of 1,346 rental units.

Other Tax-Exempt Investments
The Partnership Agreement authorizes the Company to make investments in tax-exempt investments other than tax-exempt mortgage revenue bonds provided that these other tax-exempt investments are rated in one of the four highest rating categories by a national securities rating agency and do not constitute more than 25% of the Company's assets at the time of acquisition as required under the Agreement of Limited Partnership. In addition, the amount of other tax-exempt investments are limited based on the conditions to the exemption from registration under the Investment Company Act of 1940 that is relied upon for the Partnership. The Company currently has other tax-exempt investments, PHC Certificates and MBS which are reported as two separate segments. The PHC Trusts segment consists of the assets, liabilities, and related income and expenses of the PHC Trusts. The Partnership consolidates the PHC Trusts due to it's ownership of the LIFERS issued by the three PHC Trusts, which hold custodial receipts evidencing loans made to a number of local public housing authorities. Principal and interest on these loans are payable by the respective public housing authorities out of annual appropriations to be made to the public housing authorities by the HUD under HUD's Capital Fund Program established under the Capital Fund Program. This investment has been reported as part of the Partnership balance sheet and results of operations since acquired in July 2012. The MBS segment consists of the assets, liabilities, and related income and expenses of the MBS TOB Trusts that the Company consolidated due to its ownership of the LIFERs issued by theMBS TOB Trusts. These MBS TOB trusts are securitized by state issued mortgage-backed securities which are backed by residential mortgage loans. This investment was acquired in the fourth quarter of 2012.

106


Consolidated VIE segment
The Consolidated VIE segment consists of multifamily apartment properties which are financed with tax-exempt mortgage revenue bonds held by the Partnership, the assets, liabilities and operating results of which are consolidated with those of the Partnership.  The tax-exempt mortgage revenue bonds on these Consolidated VIE properties are eliminated from the Company's financial statements as a result of such consolidation, however, such bonds are held as long-term investments by the Partnership which continues to be entitled to receive principal and interest payments on such bonds.  The Company does not actually own an equity position in the Consolidated VIEs or their underlying properties.  As of December 31, 2012, the Company consolidated three VIE multifamily apartment properties containing a total of 650 rental units. The Company consolidates a fourth VIE, EAT (Maples on 97th), whose operations are reported within the MF Properties segment due to a Master Lease Arrangement but the real estate assets are reported within the VIE segment.
 
Management closely monitors and evaluates the financial reporting associated with and the operations of the Consolidated VIEs and the MF Properties and performs such evaluation separately from the other operations of the Partnership through interaction with the affiliated property management company which manages the multifamily apartment properties held by the Consolidated VIEs and the MF Properties.
 
Management's goals with respect to the properties constituting the Company's Consolidated VIE and MF Properties reportable segments is to generate increasing amounts of net rental income from these properties that will allow them to (i) make all payments of base interest, and possibly pay contingent interest, on the properties included in the Tax-Exempt Bond Investments segment and the Consolidated VIE segment, and (ii) distribute net rental income to the Partnership from the MF Properties segment until such properties can be refinanced with additional tax-exempt mortgage bonds meeting the Partnership's investment criteria.  In order to achieve these goals, management of these multifamily apartment properties is focused on: (i) maintaining high economic occupancy and increasing rental rates through effective leasing, reduced turnover rates and providing quality maintenance and services to maximize resident satisfaction; (ii) managing operating expenses and achieving cost reductions through operating efficiencies and economies of scale generally inherent in the management of a portfolio of multiple properties; and (iii) emphasizing regular programs of repairs, maintenance and property improvements to enhance the competitive advantage and value of its properties in their respective market areas.
 

107


The following table details certain key financial information for the Company's reportable segments for the three years ended December 31:
 
2012
 
2011
 
2010
 Total revenue
 
 
 
 
 
 Tax-Exempt Bond Financing
$
12,169,336

 
$
12,635,513

 
$
11,147,091

 MF Properties
7,846,813

 
5,066,443

 
1,619,229

 Public Housing Capital Fund Trusts
1,624,534

 
—

 
—

 Mortgage-Backed Securities
194,039

 
—

 
—

 Consolidated VIEs
4,805,746

 
10,043,284

 
7,487,438

 Consolidation/eliminations
(1,520,817
)
 
(6,046,445
)
 
(3,374,760
)
 Total revenue
$
25,119,651

 
$
21,698,795

 
$
16,878,998

 
 
 
 
 
 
 Interest expense
 
 
 
 
 
 Tax-Exempt Bond Financing
$
3,510,182

 
$
4,463,926

 
$
1,755,427

 MF Properties
1,439,370

 
977,774

 
132,396

 Public Housing Capital Fund Trusts
542,479

 
—

 
—

 Mortgage-Backed Securities
38,964

 
—

 
—

 Consolidated VIEs
3,240,306

 
4,037,725

 
5,546,229

 Consolidation/eliminations
(3,240,306
)
 
(4,037,725
)
 
(5,546,229
)
 Total interest expense
$
5,530,995

 
$
5,441,700

 
$
1,887,823

 
 
 
 
 
 
 Depreciation expense
 
 
 
 
 
 Tax-Exempt Bond Financing
$
—

 
$
—

 
$
—

 MF Properties
2,485,365

 
1,451,875

 
501,053

 Public Housing Capital Fund Trusts
—

 
—

 
—

 Mortgage-Backed Securities
—

 
—

 
—

 Consolidated VIEs
1,544,346

 
1,683,280

 
2,226,339

 Consolidation/eliminations
—

 
—

 
—

 Total depreciation expense
$
4,029,711

 
$
3,135,155

 
$
2,727,392

 
 
 
 
 
 
 Income (loss) from continuing operations
 
 
 
 
 
 Tax-Exempt Bond Financing
$
4,136,126

 
$
(353,323
)
 
$
2,384,926

 MF Properties
(1,065,819
)
 
(782,493
)
 
(53,339
)
 Public Housing Capital Fund Trusts
1,067,749

 
—

 
—

 Mortgage-Backed Securities
148,552

 
—

 
—

 Consolidated VIEs
(3,285,896
)
 
682,243

 
(8,230,629
)
 Consolidation/eliminations
1,763,050

 
(1,971,782
)
 
5,764,369

 Income (loss) from continuing operations
$
2,763,762

 
$
(2,425,355
)
 
$
(134,673
)
 
 
 
 
 
 
 Net income (loss)
 
 
 
 
 
 Tax-Exempt Bond Financing
$
4,136,126

 
$
(353,323
)
 
$
2,384,926

 MF Properties
617,263

 
(601,060
)
 
(319,026
)
 Public Housing Capital Fund Trusts
1,067,749

 
—

 
—

 Mortgage-Backed Securities
148,552

 
—

 
—

 Consolidated VIEs
(3,285,896
)
 
682,243

 
(8,230,629
)
 Consolidation/eliminations
1,763,050

 
(1,971,782
)
 
5,764,369

Net income (loss) - America First Tax Exempt Investors, L. P.
$
4,446,844

 
$
(2,243,922
)
 
$
(400,360
)


108


 
2012
 
2011
 
2010
 Total assets
 
 
 
 
 
 Tax-Exempt Bond Investments
$
357,606,420

 
$
321,433,013

 
$
316,922,744

 MF Properties
51,379,479

 
43,926,832

 
10,264,644

 Public Housing Capital Fund Trusts
65,811,361

 
—

 
—

 Mortgage-Backed Securities
32,488,363

 
—

 
—

 Discontinued Operations
32,580,427

 
37,494,700

 
33,714,886

 Consolidated VIEs
30,207,191

 
24,315,353

 
47,504,227

 Consolidation/eliminations
(156,922,486
)
 
(129,193,353
)
 
(166,799,252
)
 Total assets
$
413,150,755

 
$
297,976,545

 
$
241,607,249

 
 
 
 
 
 
 Total partners' capital
 
 
 
 
 
 Tax-Exempt Bond Investments
$
221,665,286

 
$
179,285,257

 
$
192,682,394

 MF Properties
6,643,315

 
2,394,991

 
(3,882,221
)
 Public Housing Capital Fund Trusts
16,720,915

 
—

 
—

 Mortgage-Backed Securities
7,334,399

 
—

 
—

 Consolidated VIEs
(22,480,214
)
 
(24,872,428
)
 
(41,635,836
)
 Consolidation/eliminations
(47,966,509
)
 
(25,763,560
)
 
(19,001,446
)
 Total partners' capital
$
181,917,192

 
$
131,044,260

 
$
128,162,891


21.  Summary of Unaudited Quarterly Results of Operations

2012
 
March 31,
 
June 30,
 
September 30,
 
December 31,
Revenues
 
$
5,371,149

 
$
5,855,843

 
$
6,312,905

 
$
7,579,754

Income from continuing operations
 
534,437

 
176,664

 
821,702

 
1,230,959

Net income from discontinued operations
 
235,148

 
251,601

 
1,526,964

 
218,563

Net income (loss) - America First Tax Exempt Investors, L.P.
 
$
630,432

 
$
306,048

 
$
2,211,567

 
$
1,298,797

 
 
 
 
 
 
 
 
 
Income from continuing operations, per BUC
 
$
0.02

 
$
—

 
$
0.03

 
$
0.04

Income from discontinued operations, per BUC
 
0.01

 
0.01

 
0.03

 
—

Net income, basic and diluted, per unit
 
$
0.03

 
$
0.01

 
$
0.06

 
$
0.04



2011
 
March 31,
 
June 30,
 
September 30,
 
December 31,
Revenues
 
$
4,888,902

 
$
5,377,202

 
$
5,660,808

 
$
5,771,883

Net income (loss) from continuing operations
 
1,096,876

 
(307,483
)
 
97,207

 
(3,311,955
)
Net income from discontinued operations
 
274,359

 
186,671

 
180,214

 
110,948

Net income (loss) - America First Tax Exempt Investors, L.P.
 
$
1,189,174

 
$
(243,248
)
 
$
132,052

 
$
(3,321,900
)
 
 
 
 
 
 
 
 
 
Income (loss) from continuing operations, per BUC
 
$
0.04

 
$
(0.01
)
 
$
0.01

 
$
(0.10
)
Income from discontinued operations, per BUC
 
0.01

 
0.01

 
—

 
—

Net income (loss), basic and diluted, per unit
 
$
0.05

 
$
—

 
$
0.01

 
$
(0.10
)




109


Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Not applicable

Item 9A.  Controls and Procedures.

Evaluation of disclosure controls and procedures.  The Chief Executive Officer of the Company and the Chief Financial Officer of The Burlington Capital Group LLC (in its capacity as the general partner of the general partner of the Partnership) have evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the Company's current disclosure controls and procedures are effective.

Changes in internal control over financial reporting. There were no changes in the Company's internal controls over financial reporting during the Company's most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect , the Company's internal control over financial reporting.

Management Report On Internal Control Over Financial Reporting

The Company's management (including officers of the Burlington Capital Group LLC in its capacity as the general partner of the general partner of the Partnership) is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Securities Exchange Act Rule 13a-15(f). The Company carried out an evaluation under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and the Chief Financial Officer of The Burlington Capital Group LLC (in its capacity as the general partner of the general partner of the Partnership), of the effectiveness of the Company's internal control over financial reporting.  The Company's management used the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations (COSO) to perform this evaluation.  Based on that evaluation, the Partnership's management concluded that the Company's internal control over financial reporting was effective as of December 31, 2012.

The effectiveness of the Partnership's internal control over financial reporting as of December 31, 2012, has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, a copy of which is included in this Annual Report on Form 10-K.




110


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of America First Tax Exempt Investors, L.P.
 
We have audited the internal control over financial reporting of America First Tax Exempt Investors, L.P. and subsidiaries (the "Company") as of December 31, 2012, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.  The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report On Internal Control Over Financial Reporting.  Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.  Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.  We believe that our audit provides a reasonable basis for our opinion.
 
A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel 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.  A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
 
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis.  Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
 
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 2012, of the Company and our report dated March 8, 2013, expressed an unqualified opinion on those financial statements.
  
/s/ DELOITTE & TOUCHE LLP

Omaha, Nebraska
March 8, 2013


 




111


Item 9B.  Other Information.

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.
 
The Partnership is managed by its general partner, America First Capital Associates Limited Partnership Two ("AFCA 2") and its general partner, The Burlington Capital Group LLC (“Burlington”). Accordingly, the executive officers and Board of Managers of Burlington act as the executive officers and directors of the Partnership with Mark Hiatt being appointed as the Partnership's Chief Executive Officer.
 
The following individuals are the executive officers and managers of Burlington, and each serves for a term of one year.  Unitholders have no right to nominate or elect managers of Burlington.

Name
 
Position Held
 
Position Held Since
Michael B. Yanney
 
Chariman Emeritus of the Board and Manager
 
2008/1984
Lisa Y. Roskens
 
Chairman of the Board and Manager
 
2008/1999
Mark A. Hiatt
 
Chief Operating Officer
 
2010
Timothy Francis
 
Chief Financial Officer
 
2012
Mariann Byerwalter
 
Manager (2)
 
1997
Dr. William S. Carter
 
Manager (2)
 
2003
Patrick J. Jung
 
Manager (1) (2)
 
2003
George H. Krauss
 
Manager
 
2001
Dr. Martin A. Massengale
 
Manager (1) (2)
 
1994
Dr. Gail Walling Yanney
 
Manager
 
1996
Clayton K. Yeutter
 
Manager (1) (2)
 
2001
 
 
 
 
 
 
(1
)
Member of the Burlington Audit Committee.  The Board of Managers has designated Mr. Jung as the “audit committee financial expert” as such term is defined in Item 401(h) of SEC Regulation S-K.
(2
)
Determined to be independent under both Section 10A of the securities Act of 1934 and under the NASDAQ Marketplace rules
 
Michael B. Yanney, 79, Chairman Emeritus, served as Chairman of the Board of Managers of Burlington and its predecessors from 1984 through 2008. From 1977 until 1984, Mr. Yanney was principally engaged in the ownership and management of commercial banks. From 1961 to 1977, Mr. Yanney was employed by Omaha National Bank and Omaha National Corporation (now part of U.S. Bank), where he held various positions, including the position of Executive Vice President and Treasurer of the holding company. Mr. Yanney also serves as the chairman of the board of directors of America First Apartment Investors, Inc. and is a member of the boards of directors of Level 3 Communications, Inc. and Magnum Resources, Inc. Mr. Yanney is the husband of Dr. Gail Walling Yanney and the father of Lisa Y. Roskens.

Lisa Y. Roskens, 46, is Chief Executive Officer and President of Burlington, as well as being Chairman of the Board of Managers. From 1999 to 2000, Ms. Roskens was managing Director of Twin Compass, LLC. From 1997 to 1999, Ms. Roskens was employed by Inacom Corporation where she held the position of Director of Business Development and Director of Field Services Development. From 1995 to 1997, Ms. Roskens served as Finance Director for the U.S. Senate campaign of Senator Charles Hagel of Nebraska. From 1992 to 1995, Ms. Roskens was an attorney with the Kutak Rock LLP law firm in Omaha, Nebraska, specializing in commercial litigation. Ms. Roskens is the daughter of Michael B. Yanney and Gail Walling Yanney. Ms. Roskens also serves on the Board of Directors of America First Apartment Investors, Inc.

Mark Hiatt, 52, is Chief Executive Officer of the Company.  Mr. Hiatt has been employed by Burlington since 1987 in various capacities, and currently serves as the President of America First Real Estate Group, the real estate operating division of Burlington, in addition to performing his duties as the Chief Executive Officer of the Partnership.  He has previously served as Chief Operating Officer and Chief Financial Officer of Burlington, and also as the Chief Operating Officer for America First Properties Management Company, L.L.C.  Prior to joining Burlington Capital Group, Mr. Hiatt was Director of Finance, from 1984 to 1987, for J.L. Brandeis & Sons and, from 1982 to 1984, he was a senior accountant with Arthur Andersen & Co. Mr. Hiatt has a Bachelor of Arts in Accounting and Finance from Hastings College and is a Certified Public Accountant.

112



Timothy Francis, 36, has served as the Chief Financial Officer of Burlington since January 2012. Prior to joining Burlington, Mr. Francis was employed as an audit senior manager with Deloitte & Touche LLP from 2001 to January 2012. Mr. Francis has a Masters of Accountancy degree from the University of Nebraska and is a Certified Public Accountant.

Mariann Byerwalter, 52, is Chairman of JDN Corporate Advisory LLC. She was Vice President of Business Affairs and Chief Financial Officer of Stanford University from 1996 to 2001. Ms. Byerwalter was Executive Vice President of America First Eureka Holdings, Inc. (“AFEH”) and EurekaBank from 1988 to January 1996. Ms. Byerwalter was Chief Financial Officer and Chief Operating Officer of AFEH, and Chief Financial Officer of EurekaBank from 1993 to January 1996. She was an officer of BankAmerica Corporation and its venture capital subsidiary from 1984 to 1987. She served as Vice President and Executive Assistant to the President of Bank of America and was a Vice President in the bank's Corporate Planning and Development Department. She was also on the Stanford Board of Trustees from 1992 to 1996 and was re-appointed to such in 2002. Ms. Byerwalter currently serves on the board of directors of LookSmart, Inc., Redwood Trust, Inc., SRI International, the PMI Group Inc., the Stanford Hospital and Clinics, the Lucile Packard Children's Hospital and certain investment companies affiliated with Charles Schwab Corporation.

Dr. William S. Carter, 86, is retired from medical practice. He is a graduate of Butler University and Kansas University School of Medicine. He was appointed a diplomat of the American Board of Otorhinolaryngology. He was in private practice in Omaha, Nebraska and was Managing Partner for the Midwest ENT Group until his retirement in 1993.

Patrick J. Jung, CPA, 65, currently serves as the Chief Operating Officer of Surdell & Partners, LLC, an advertising company in Omaha, Nebraska. Prior to his position with Surdell & Partners LLC, Mr. Jung was a practicing certified public accountant with KPMG LLC for thirty years. During that period he served as a Partner for twenty years and as the Managing Partner of the Nebraska business unit for the last six years. Mr. Jung is also a member of the board of directors of Werner Enterprises, Inc., and serves on its audit and compensation committees. Werner, headquartered in Omaha, Nebraska, is a publicly traded transportation and logistics company engaged primarily in hauling truckload shipments of general commodities. Mr. Jung was a member of the board of directors of Supertel Hospitality, Inc. and serves on its audit committee and nominating committee. Supertel Hospitality, Inc. headquartered in Norfolk, Nebraska, is a publicly traded real estate investment trust that owns and acquires limited-service hotels in the United States. Mr. Jung is a director and officer at the Omaha Zoological Society.

George H. Krauss, 71, has been a consultant to Burlington since 1996. From 1972 to 1997, Mr. Krauss practiced law with Kutak Rock LLP, serving as such firm's managing partner from 1983 to 1993, and, from 1997 to 2006, was Of Counsel to such firm. Mr. Krauss also serves on the board of directors of MFA Mortgage Investments, Inc. Mr. Krauss previously served on the board of directors of Gateway, Inc., from 1991 to October 2007, West Corporation, from January 2001 to October 2006, America First Apartment Investors, Inc., from January 2003 to September 2007, and infoGROUP, Inc., from December 2007 to July 2010. Mr. Krauss received a Juris Doctorate degree and a Masters of Business Administration degree from the University of Nebraska.

Dr. Martin A. Massengale, 79, is President Emeritus of the University of Nebraska, Director of the Center for Grassland Studies and a Foundation Distinguished Professor. Prior to becoming President Emeritus in 1994, he served as President from 1991 to 1994, as Interim President from 1989 to 1991, as Chancellor of the University of Nebraska Lincoln from 1981 until 1991, and as Vice Chancellor for Agriculture and Natural Resources from 1976 to 1981. Prior to that time, he was a professor and associate dean of the College of Agriculture at the University of Arizona. Dr. Massengale currently serves on the Board of Directors of the Nebraska Historical Society Foundation, the Board of Trustees for the University of Nebraska Foundation, and the Board of Trustees of the Bryan Medical Center.

Dr. Gail Walling Yanney, 76, is a retired physician. Dr. Yanney practiced anesthesiology and was the Executive Director of the Clarkson Foundation until October of 1995. In addition, she was a director of FirsTier Bank, N.A., Omaha, Nebraska, prior to its merger with First Bank, N.A. Dr. Yanney is the wife of Michael B. Yanney and the mother of Lisa Y. Roskens.

Clayton K. Yeutter, 82, is Senior Advisor, International Trade, Hogan & Lovells, LLP, a Washington D. C. law firm. From 1978 to 1985 he was President and Chief Executive Officer of the Chicago Mercantile Exchange. Mr. Yeutter also served as U.S. Trade Representative from 1985 to 1989, and as U.S. Secretary of Agriculture from 1989 to 1991. He has served in cabinet and sub-cabinet posts under four U.S. Presidents. Mr. Yeutter currently serves on the board of directors of Neogen Corp. After 5 years of service, Mr. Yeutter has retired from the Oppenheimer Funds, Inc., Covanta Holding Corp., and American Commercial Lines, Inc. board of directors.




113




Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the managers and executive officers of Burlington and persons who own more than 10% of the Partnership's BUCs to file reports of their ownership of BUCs with the SEC.  Such officers, managers and unitholders are required by SEC regulation to furnish the Partnership with copies of all Section 16(a) reports they file.  Based solely upon review of the copies of such reports received by the Partnership and written representations from each such person who did not file an annual report with the SEC (Form 5) that no other reports were required, the Partnership believes that there was compliance for the year ended December 31, 2011 with all Section 16(a) filing requirements applicable to such executive officers, managers and beneficial owners of BUCs.

Code of Ethical Conduct and Code of Conduct

Burlington has adopted the Code of Ethical Conduct for its senior executive and financial officers as required by Section 406 of the Sarbanes-Oxley Act of 2002.  As such, this Code of Ethical Conduct covers all executive officers of Burlington, who perform such duties for the Partnership.  Burlington has also adopted the Code of Conduct applicable to all directors, officers and employees which is designed to comply with the listing requirements of the NASDAQ Stock Market.  Both the Code of Ethical Conduct and the Code of Conduct are available on the Partnership's website at www.ataxfund.com.

Item 11. Executive Compensation.

Mr. Hiatt is the Partnership's only executive officer, but is an employee of Burlington rather than the Partnership. In addition, services are provided to the Partnership by officers of Burlington, including Mr. Francis who acts in the capacity as Chief Financial Officer of the Partnership.  Under the terms of its Agreement of Limited Partnership, the Partnership is not allowed to provide any compensation to these executive officers or to reimburse AFCA 2 or Burlington for any compensation paid by Burlington to these officers.  As a result, we do not pay compensation of any nature to the persons who effectively act as our executive officers, including Mark Hiatt, our Chief Executive Officer and Timothy Francis, our Chief Financial Officer.  Accordingly, no tabular disclosures regarding executive compensation, compensation discussion and analysis, compensation committee report or information regarding compensation committee interlocks is being provided in this Form 10-K.

The Board of Managers of Burlington effectively acts as the Partnership's board of directors.  Although Burlington is not a public company and its securities are not listed on any stock market or otherwise publicly traded, its Board of Managers is constituted in a manner that complies with rules of the Securities and Exchange Commission and the NASDAQ Stock Market related to public companies with securities listed on the NASDAQ Global Market in order for the Company and its BUCs to comply with these rules.  Among other things, a majority of the Board of Managers of Burlington consists of managers who meet the definitions of independence under the rules of the SEC and the NASDAQ Stock Market.  These independent managers are Patrick J. Jung, Mariann Byerwalter, Martin A. Massengale, Clayton Yeutter, and William S. Carter.  During 2012, the Partnership paid Burlington a total of $226,500 in order to reimburse it for a portion of the fees it pays to these five independent managers.  We did not pay any other compensation of any nature to any of the managers of Burlington or reimburse Burlington for any other amounts representing compensation to its Board of Managers.

114



The following table sets forth the total compensation paid to the Managers of Burlington in fiscal 2012 for their services to the Partnership.

Manager Compensation
Name
Total Fees Earned or Paid in Cash ($)
Michael B. Yanney
—

Lisa Y. Roskens
—

Mariann Byerwalter
38,500

Dr. William S. Carter
35,875

Patrick J. Jung
45,500

George H. Krauss
—

Dr. Martin A. Massengale
42,000

Dr. Gail Walling Yanney
—

Clayton K. Yeutter
38,500


Item 12.  Security Ownership of Certain Beneficial Owners and Management.
 
(a)  No person is known by the Partnership to own beneficially more than 5% of the Partnership's BUCs.
 
(b)  Mr. Hiatt is the only executive officer of the Partnership. The other persons constituting management of the Partnership are officers and managers of Burlington.  The following table and notes set forth information with respect to the beneficial ownership of the Partnership's BUCs by Mr. Hiatt and each of the Managers and executive officers of Burlington and by such persons as a group.  Unless otherwise indicated, the information is as of December 31, 2012, and is based upon information furnished to us by such persons.  Unless otherwise noted, all persons listed in the following table have sole voting and investment power over the BUCs they beneficially own and own such BUCs directly.  For purposes of this table, the term “beneficial owner” means any person who, directly or indirectly, has or units the power to vote, or to direct the voting of, a BUC or the power to dispose, or to direct the disposition of, a BUC or has the right to acquire BUCs within 60 days.
 
 Name
Number of BUCs Beneficially Owned
Percent of Class
Michael B. Yanney, Chairman Emeritus and Manager of Burlington
409,710 (1)

1
%
Lisa Y. Roskens, Chairman, President, Chief Executive Officer and Manager of Burlington
409,710 (2)

1
%
Mark A. Hiatt, Chief Executive Officer of the Partnership
49,135

*

Timothy Francis, Chief Financial Officer of Burlington (4)
500

*

Mariann Byerwalter, Manager of Burlington
—

—

Dr. William S. Carter, Manager of Burlington
—

—

Patrick J. Jung, Manager of Burlington
5,000

*

George H. Krauss, Manager of Burlington
123,872

*

Dr. Martin A. Massengale, Manager of Burlington
1,500

*

Dr. Gail Walling Yanney, Manager of Burlington
409,710 (3)

1
%
Clayton K. Yeutter, Manager of Burlington
2,000

*

All current executive officers and Managers of Burlington as a group (11 persons)
591,717

1
%
*denotes ownership of less than 1%.
(1) Consists of 409,710 BUCs held by the Burlington Capital Group LLC .  Mr. Yanney has a beneficial ownership interest in, and is a Manager and Chairman Emeritus of the Burlington Capital Group, LLC and is deemed to have a pecuniary interest in the Beneficial Unit Certificates due to his ownership interest in The Burlington Capital Group, LLC.
(2)  Consists of 409,710 BUCs held by the Burlington Capital Group LLC.  Ms. Roskens has a beneficial ownership interest in, and is a Manager, Chairman, President, and Chief Executive Officer of the Burlington Capital Group, LLC and is deemed to have a pecuniary interest in the Beneficial Unit Certificates due to her ownership interest in The Burlington Capital Group, LLC.
(3) Consists of 409,710 BUCs held by the Burlington Capital Group LLC.  Dr. Yanney has a beneficial ownership interest in, and is a Manager of the Burlington Capital Group, LLC and is deemed to have a pecuniary interest in the Beneficial Unit Certificates due to her ownership interest in The Burlington Capital Group, LLC.
(4) Mr. Francis became the Chief Financial Officer of Burlington on January 30, 2012.


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(c)  There are no arrangements known to the Partnership, the operation of which may at any subsequent date result in a change in control of the Partnership.
 
(d)  The Partnership does not maintain any equity compensation plans as defined in Item 201(d) of Regulation S-K.

Item 13.  Certain Relationships and Related Transactions, and Director Independence.
 
The general partner of the Partnership is AFCA 2 and the sole general partner of AFCA 2 is Burlington.
 
Except as described in Note 14 to the Company's Financial Statements filed in response to Item 8 of this report, the Partnership is not a party to any transaction or proposed transaction with AFCA 2, Burlington or with any person who is: (i) a manager or executive officer of Burlington or any general partner of AFCA 2; (ii) a nominee for election as a manager of Burlington; (iii) an owner of more than 5% of the BUCs; or, (iv) a member of the immediate family of any of the foregoing persons.

Item 14.  Principal Accountant Fees and Services.

The Audit Committee of Burlington has engaged Deloitte & Touche LLP as the independent registered public accounting firm for the Company. The Audit Committee regularly reviews and determines whether any non-audit services provided by Deloitte & Touche LLP potentially affects their independence with respect to the Company. The Audit Committee's policy is to pre-approve all audit and permissible non-audit services provided by Deloitte & Touche LLP. Pre-approval is generally provided by the Audit Committee for up to one year, is detailed as to the particular service or category of services to be rendered, and is generally subject to a specific budget. The Audit Committee may also pre-approve additional services or specific engagements on a case-by-case basis. Management provides annual updates to the Audit Committee regarding the extent of any services provided in accordance with this pre-approval, as well as the cumulative fees for all non-audit services incurred to date. During 2012 and 2011, all services performed by Deloitte & Touche LLP, with respect to the Partnership, were pre-approved by the Audit Committee in accordance with this policy.

The following table sets forth the aggregate fees billed by Deloitte & Touche LLP with respect to audit and non-audit services for the Company during the years ended December 31, 2012 and 2011:

 
 
2012
 
2011
Audit Fees (1)
 
$
349,195

 
$
317,100

Audit-Related Fees (2)
 
84,380

 
—

Tax Fees (3)
 
8,925

 
15,511

All Other Fees
 
—

 
—

(1)
Audit - Includes fees and expenses for professional services rendered for the audit of the Company's annual financial statements and internal control over financial reporting and reviews of the financial statements included in the Company's quarterly reports on Form 10-Q during 2012 and 2011.
(2)
Audit-Related Fees - Includes services associated with registration statements, periodic reports and other documents filed with the Securities and Exchange Commission or other documents issued in connection with securities offerings, such as consents.
(3)
Tax - Includes fees and expenses for the professional services rendered for the preparation and review of tax returns.


116


PART IV

Item 15.  Exhibits and Financial Statement Schedules.
          
(a)  The following documents are filed as part of this report:
 
1.  Financial Statements. The following financial statements of the Company are included in response to Item 8 of this report:
 
Report of Independent Registered Public Accounting Firm.
 
Consolidated Balance Sheets of the Company as of December 31, 2012 and 2011.
 
Consolidated Statements of Operations of the Company for the years ended December 31, 2012, 2011 and 2010.
 
Consolidated Statements of Comprehensive Income (Loss) of the Company for the years ended December 31, 2012, 2011 and 2010.

Consolidated Statements of Partners' Capital of the Company for the years ended December 31, 2012, 2011 and 2010.

Consolidated Statements of Cash Flows of the Company for the years ended December 31, 2012, 2011 and 2010.
 
Notes to Consolidated Financial Statements of the Company.
 
2.   Financial Statement Schedules.  The information required to be set forth in the financial statement schedules is included in the notes to consolidated financial statements of the Company filed in response to Item 8 of this report.
 
3.   Exhibits.  The following exhibits are filed as required by Item 15(a)(3) of this report.  Exhibit numbers refer to the paragraph numbers under Item 601 of Regulation S-K:
 
3.  Articles of Incorporation and Bylaws of America First Fiduciary Corporation Number Five (incorporated herein by reference to Registration Statement on Form S-11 (No. 2-99997) filed by America First Tax Exempt Mortgage Fund Limited Partnership on August 30, 1985).
 
4(a)  Form of Certificate of Beneficial Unit Certificate (incorporated herein by reference to Exhibit 4.1 to Registration Statement on Form S-4 (No. 333-50513) filed by the Partnership  on April 17, 1998).
 
4(b)  Agreement of Limited Partnership of the Partnership (incorporated herein by reference to the Amended Annual Report on Form 10-K (No. 000-24843), filed by the Partnership on June 28, 1999).
 
4(c)  Amended Agreement of Merger, dated June 12, 1998, between the Partnership and America First Tax Exempt Mortgage Fund Limited Partnership (incorporated herein by reference to Exhibit 4.3 to Amendment No. 3 to Registration Statement on Form S-4 (No. 333-50513) filed by the Partnership on September 14, 1998).
 
10.1 Sale and Assignment Agreement by and between the Registrant and ATAX TEBS I, LLC, dated September 1, 2010 (incorporated by reference herein to Exhibit 10.1 to Form 8-K (No. 000-24843), filed by the Company on September 8, 2010)
10.2 Custody Agreement by and between ATAX TEBS I, LLC and The Bank of New York Mellon Trust, N.A., dated September 1, 2010 (incorporated by reference herein to Exhibit 10.2 to Form 8-K (No. 000-24843), filed by the Company on September 8, 2010).
10.3 Bond Exchange, Reimbursement, Pledge and Security Agreement by and between ATAX TEBS I, LLC and Federal Home Loan Mortgage Corporation, dated September 1, 2010 (incorporated by reference herein to Exhibit 10.3 to Form 8-K (No. 000-24843), filed by the Company on September 8, 2010).
10.4 Series Certificate Agreement by and between Federal Home Loan Mortgage Corporation, in its corporate capacity, and Federal Home Loan Mortgage Corporation, in its capacity as Administrator, dated September 1, 2010 with respect to Freddie Mac Multifamily Variable Rate Certificates Series M024 (incorporated by reference herein to Exhibit 10.4 to Form 8-K (No. 000-24843), filed by the Company on September 8, 2010).

117


10.5 The Limited Support Agreement between the Registrant and Federal Home Loan Mortgage Corporation, dated as of September 1, 2010 (incorporated by reference herein to Exhibit 10.5 to Form 8-K (No. 000-24843), filed by the Company on September 8, 2010).
10.6 Rate Cap Agreement between ATAX TEBS I, LLC and Barclays Bank, PLC, dated as of September 1, 2010 (incorporated by reference herein to Exhibit 10.6 to Form 8-K (No. 000-24843), filed by the Company on September 8, 2010).
10.7 Rate Cap Agreement between ATAX TEBS I, LLC and Bank of The New York Mellon dated as of September 1, 2010 (incorporated by reference herein to Exhibit 10.7 to Form 8-K (No. 000-24843), filed by the Company on September 8, 2010).
10.8 Rate Cap Agreement between ATAX TEBS I, LLC and Royal Bank of Canada, dated as of September 1, 2010 (incorporated by reference herein to Exhibit 10.8 to Form 8-K (No. 000-24843), filed by the Company on September 8, 2010).
10.9 Investment Placement Agreement, dated June 15, 2012, between the Company and America First Capital Associates Limited Partnership Two (incorporated by reference herein to Exhibit 10.1 to Form 10-Q (No. 000-24843), filed by the Company on August 8, 2012).
10.10 Investment Placement Agreement, dated June 29, 2012, between the Company and America First Capital Associates Limited Partnership Two (incorporated by reference herein to Exhibit 10.1 to Form 10-Q (No. 000-24843), filed by the Company on November 9, 2012).
10.11 Investment Placement Agreement, dated October 1, 2012, between the Company and America First Capital Associates Limited Partnership Two
23.1  Consent of Deloitte & Touche LLP.
 
24.1  Powers of Attorney.
 
31.1 Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
31.2 Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
32.1 Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
32.2 Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101 The following materials from the Partnership's Annual Report on Form 10-K for the year ended December 31, 2012 are furnished herewith, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets as of December 31, 2012 and December 31, 2011, (ii) the  Consolidated Statements of Operations for the years ended December 31, 2012, 2011 and 2010, (iii) the  Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2012, 2011 and 2010, (iv) the Consolidated Statements of Partners' Capital for the years ended December 31, 2012, 2011and 2010, (v)the Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010 and (vi) Notes to Consolidated Financial Statements.



118


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
AMERICA FIRST TAX EXEMPT INVESTORS, L.P.
 
 
By  
America First Capital Associates
 
 
 
Limited Partnership Two,
 
 
 
General Partner of the Partnership
 
 
 
 
 
 
By  
The Burlington Capital Group LLC,
 
 
 
General Partner of
 
 
 
America First Capital Associates
 
 
 
Limited Partnership Two
 
 
 
 
 
 
Date:     
March 8, 2013
 
 
By   
 /s/ Mark A. Hiatt 
 
 
 
Mark A. Hiatt
 
 
 
Chief Executive Officer
 
 
 
America First Tax Exempt Investors, L.P.
 
     
Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date: 
March 8, 2013
 
By
 /s/ Michael B. Yanney*
 
 
 
 
 
Michael B. Yanney,
 
 
 
 
 
Chairman Emeritus of the Board and
 
 
 
 
 
Manager of Burlington Capital Group LLC
 
 
 
 
 
 
 
Date: 
March 8, 2013
 
By
 /s/ Lisa Y. Roskens* 
 
 
 
 
 
Lisa Y. Roskens
 
 
 
 
 
Chairman of the Board, President, Chief Executive Offer and
 
 
 
 
 
Manager of Burlington Capital Group LLC
 
 
 
 
 
 
 
Date:  
March 8, 2013
 
By
 /s/ Mark A. Hiatt
 
 
 
 
 
Mark A. Hiatt,
 
 
 
 
 
Chief Executive Officer of the Registrant
 
 
 
 
 
(Principal Executive Officer)
 
 
 
 
 
 
 
Date:  
March 8, 2013
 
By
 /s/ Timothy Francis
 
 
 
 
 
Timothy Francis,
 
 
 
 
 
Chief Financial Officer of The Burlington Capital Group LLC
 
 
 
 
 
(Principal Financial Officer and Principal Accounting Officer)
 
 
 
 
 
 
 
Date:   
March 8, 2013
 
By
 /s/ Mariann Byerwalter*  
 
 
 
 
 
Mariann Byerwalter,
 
 
 
 
 
Manager of The Burlington Capital Group LLC
 
 
 
 
 
 
 


119


Date:
March 8, 2013
 
By
 /s/ William S. Carter* 
 
 
 
 
 
William S. Carter,
 
 
 
 
 
Manager of The Burlington Capital Group LLC
 
 
 
 
 
 
 
Date:
March 8, 2013
 
By
 /s/ Patrick J. Jung* 
 
 
 
 
 
Patrick J. Jung,
 
 
 
 
 
Manager of The Burlington Capital Group LLC
 
 
 
 
 
 
 
Date:
March 8, 2013
 
By
 /s/ George H. Krauss*
 
 
 
 
 
George H. Krauss,
 
 
 
 
 
Manager of The Burlington Capital Group LLC
 
 
 
 
 
 
 
Date:
March 8, 2013
 
By
 /s/ Martin A. Massengale*
 
 
 
 
 
Martin A. Massengale,
 
 
 
 
 
Manager of The Burlington Capital Group LLC
 
 
 
 
 
 
 
Date:
March 8, 2013
 
By
 /s/ Gail Walling Yanney*
 
 
 
 
 
Gail Walling Yanney,
 
 
 
 
 
Manager of The Burlington Capital Group LLC
 
 
 
 
 
 
 
Date:
March 8, 2013
 
By
 /s/ Clayton K. Yeutter* 
 
 
 
 
 
Clayton K. Yeutter,
 
 
 
 
 
Manager of The Burlington Capital Group LLC
 
 
 
 
 
 
 
*By Timothy Francis,
 
 
 
Attorney-in-Fact
 
 
 
 
 
 
 
 
 
 
By /s/ Timothy Francis
 
 
 
Timothy Francis
 
 
 
 


120