10-Q 1 afaiq201.txt AMERICA FIRST APARTMENT INVESTORS Q2 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 X Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2001 or Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 0-20737 AMERICA FIRST APARTMENT INVESTORS, L.P. (Exact name of registrant as specified in its charter) Delaware 47-0797793 (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) Suite 400, 1004 Farnam Street, Omaha, Nebraska 68102 (Address of principal executive offices) (Zip Code) (402) 444-1630 (Registrant's telephone number, including area code) 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 - i - Part I. Financial Information Item 1. Financial Statements AMERICA FIRST APARTMENT INVESTORS, L.P. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

- 1 - AMERICA FIRST APARTMENT INVESTORS, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (UNAUDITED)

The accompanying notes are an integral part of the consolidated statements. - 2 - AMERICA FIRST APARTMENT INVESTORS, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL FOR THE SIX MONTHS ENDED JUNE 30, 2001 (UNAUDITED)

- 3 - AMERICA FIRST APARTMENT INVESTORS, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

- 4 - AMERICA FIRST APARTMENT INVESTORS, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2001 (UNAUDITED) 1. Basis of Presentation The consolidated financial statements include the accounts of the Partnership and its subsidiaries. All significant intercompany transactions and accounts have been eliminated in consolidation. The accompanying interim unaudited consolidated financial statements have been prepared according to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted according to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading. The consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Partnership's Annual Report on Form 10-K for the year ended December 31, 2000. In the opinion of management, all normal and recurring adjustments necessary to present fairly the financial position at June 30, 2001, and results of operations for all periods presented have been made. The results of operations for the six-month period ended June 30, 2001 are not necessarily indicative of the results to be expected for the full year. Certain prior period amounts have been reclassified to conform with the current period classification. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 2. BUC Repurchase Plan In connection with the Partnership's plan to repurchase up to $2,000,000 of the Partnership's Beneficial Unit Certificates (BUCs), the Partnership purchased and cancelled, in open market transactions, 4,300 BUCs at an aggregate cost of $41,659 during the six months ended June 30, 2001 (none during the three months ended June 30, 2001). - 5 - AMERICA FIRST APARTMENT INVESTORS, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2001 (UNAUDITED) 3. Investment in Real Estate The Partnership's investment in real estate is comprised of the following:

(1) Property is encumbered as described in Note 4. (2) Represents square feet. (3) Property serves as collateral for $12,200,000 of multifamily revenue refunding bonds issued on Jefferson Place, a multifamily residential property located in Olathe, Kansas. The Partnership's general partner is an affiliate of the general partner of the partnership which owns Jefferson Place. - 6 - AMERICA FIRST APARTMENT INVESTORS, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2001 (UNAUDITED) 4. Bonds Payable and Mortgage Notes Payables Bonds and mortgage notes payable at June 30, 2001, consists of the following:

- 7 - AMERICA FIRST APARTMENT INVESTORS, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2001 (UNAUDITED) (1) The bonds payable were reissued on July 13, 1999. There was no gain or loss recorded on the reissuances. In connection with the reissuances, the Partnership entered into an interest swap transaction with a third party, under which the difference between the fixed rate of the bonds and the Bond Market Association (BMA) rate plus .6%, is returned to the Partnership as a reduction of interest expense. For the six months ended June 30, 2001, the floating rate on the bonds averaged 3.87% (3.92% for the three months ended June 30, 2001). The bonds payable are also collateralized by cash equivalents of $1,166,495 and $670,505 for The Hunt Apartments and Greenbriar Apartments, respectively. (2) The bonds payable were issued on December 6, 2000, in connection with the purchase of Oakhurst Apartments, Belvedere Apartments and the issuance of tax-exempt refunding bonds for The Exchange at Palm Bay. Concurrently with the issuance of the bonds payable, the Partnership entered into swap transactions with a third party under which the difference between the fixed rate of the bonds and the BMA rate plus .65% is returned to the Partnership as a reduction of interest expense. The swap agreements terminate on December 6, 2004. In January, 2001, certain terms of the aforementioned swap agreements were amended. The amendment effectively resulted in the conversion of the Partnership's variable-rate financing on the related bonds to a fixed rate of 4.5% per annum for the remaining term of the inital swap agreements, i.e. until December 6, 2004. 5. Transactions with Related Parties Substantially all of the Partnership's general and administrative expenses are paid by the general partner of the Partnership, America First Capital Associates Limited Partnership Four (AFCA 4), or an affiliate and reimbursed by the Partnership. The amount of general and administrative expenses reimbursed to AFCA 4 for the three and six months ended June 30, 2001, was $270,871 and $620,666 respectively. The reimbursed expenses are presented on a cash basis and do not reflect accruals made at quarter end. Pursuant to the Limited Partnership Agreement, AFCA 4 is entitled to an administrative fee from the Partnership based on the original amount of the mortgage bonds which were foreclosed on by the Partnership and the purchase price of any additional properties acquired by the Partnership. The amount of such fees paid to AFCA 4 for the three and six months ended June 30, 2001, was $220,758 and $441,515, respectively. Pursuant to the terms of the Limited Partnership Agreement, AFCA 4 is entitled to receive a property acquisition fee from the Partnership in connection with the identification, evaluation and acquisition of additional properties and the financing thereof. There were no acquisition fees incurred during the three or six months ended June 30, 2001. An affiliate of AFCA 4 was retained to provide property management services for the multifamily properties owned by the Partnership. The fees for services provided represent the lower of (i) costs incurred in providing management of the property, or (ii) customary fees for such services determined on a competitive basis and amounted to $282,074 and $563,150 for the three and six months ended June 30, 2001. - 8 - AMERICA FIRST APARTMENT INVESTORS, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2001 (UNAUDITED) 6. New Accounting Pronouncement The Partnership adopted Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" (SFAS 133) effective January 1, 2001. This statement provides new accounting and reporting standards for the use of derivative instruments. It requires the recognition of all derivative instruments as assets or liabilities in the Partnership's consolidated balance sheet 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 change in fair value of freestanding derivative instruments is recognized in earnings in the absence of a specific hedge designation. The Partnership has entered into interest swap agreements to manage its exposure to changes in fair value of its debt obligations, as well as its exposure to changes in interest rates. The present interest rate swap agreements have been designated as fair value hedges with the change in fair value recorded in the income statement. The fair value of interest rate swap agreements is reflected as a liability of approximately $101,000 on the June 30, 2001 balance sheet. The Partnership recorded a gain of $57,000 and a loss of $101,000 on interest rate swap agreements for the three and six months ended June 30, 2001, respectively. The adoption of this statement on January 1, 2001, did not have a material impact on the Partnership's financial statements and there was no transitional adjustment upon adoption. - 9 - Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion should be read in conjunction with all of the financial statements and notes included in Item 1 of this report as well as the Partnership's Annual Report on Form 10-K for the year ended December 31, 2000. At June 30, 2001, the Partnership owned 15 apartment complexes located in seven states and one office/warehouse facility with a combined depreciated cost of $126,185,231 as of that date. The following table sets forth certain information regarding the Partnership's real estate as of June 30, 2001:

(1) Represents square feet. Liquidity and Capital Resources The Partnership's short-term liquidity needs include the payment of operating expenses, current debt service requirements, distributions to BUC holders and the acquisition of Partnership BUCs. The Partnership's long-term liquidity requirements consist of funding acquisitions and repayment of maturing secured debt. While the Partnership anticipates that cash-on-hand and cash provided by operating and investing activities will be sufficient to meet most of its short-term and long-term liquidity requirements, including distributions to BUC holders, the Partnership does anticipate that future property acquisitions will be financed by the assumption of existing taxable mortgage debt on properties to be acquired, the origination of new debt or the issuance of tax-exempt mortgage bonds. The Partnership currently does not anticipate entering into short-term and long-term arrangements for purposes of paying expenses, making distributions and repurchasing BUCs; however, the Partnership has the authority to enter into such arrangements. The Partnership is not authorized to issue additional BUCs to meet short-term or long-term liquidity requirements. - 10 - At June 30, 2001, the Partnership had debt obligations under twelve financing arrangements with an aggregate principal balance outstanding of approximately $83,812,000. Such debt obligations consisted of ten tax-exempt mortgage bonds with an aggregate principal balance outstanding of approximately $65,680,000 and two mortgage notes payable with a combined principal amount outstanding of approximately $18,132,000. Six of the debt obligations which total approximately $37,302,000 require monthly, semiannual or annual payments of principal and interest while six bonds with an aggregate principal amount of approximately $46,510,000 require only semiannual payments of interest. Maturity dates range from July 2004 to March 2022. Each financing arrangement is a "non-recourse" obligation that is secured by a first mortgage or deed of trust on one or two of the Partnership's apartment complexes. Principal and interest payments on debt obligations are made solely from the net cash flow and/or net sale or refinancing proceeds of the mortgaged properties. In January 2001, certain terms of the Partnership's swap agreements with respect to Belvedere Apartments, Oakhurst Apartments and The Exchange at Palm Bay were amended. The amendment effectively resulted in the conversion of the Partnership's variable rate financing on the related bonds to a fixed rate of 4.5% per annum for the remaining term of the initial swap agreements, i.e. until December 6, 2004. As a result, approximately 87% of the Partnership's financing arrangements are fixed-rate obligations with a weighted average interest rate of 5.67% at June 30, 2001. The remaining 13% of the financing arrangements have variable rates which averaged 3.87% for the six months ended June 30, 2001 (3.92% for the three months ended June 30, 2001). In connection with the Partnership's plan to repurchase up to $2,000,000 of the Partnership's Beneficial Unit Certificates (BUCs), The Partnership purchased and cancelled, in open market transactions, 4,300 BUCs at an aggregate cost of $41,659 and an average cost of $9.69 per BUC during the six months ended June 30, 2001 (none during the three months ended June 30, 2001). Since implementing the repurchase plan in January 2000, the Partnership purchased and cancelled in open market transactions, 189,100 BUCs at an aggregate cost of $1,748,507 and an average cost of $9.25 per BUC. Cash distributions paid or accrued to BUC holders for the periods shown were as follows:

Future distributions to BUC holders will depend on the amount of net rental income and interest income earned by the Partnership and the amount of undistributed cash. - 11 - Results of Operations Comparison of the Three Months Ended June 30, 2001 and June 30, 2000 Rental income increased $815,940 (approximately 15%) for the three months ended June 30, 2001, compared to the same period in 2000. Approximately $383,015 and $362,340 of such increase is due to the acquisitions of Oakhurst Apartments and Belvedere Apartments, respectively, in December 2000. The remaining $70,585 increase is the net result of increased rental income of $135,719 earned by nine of the Partnership's other 14 properties which was partially offset by decreased rental income of $65,134 earned by five properties. Rental income increases for the nine properties averaged 4.9% while rental income decreases for the five properties averaged 3.5%. Average occupancy for the three months ended June 30, 2001, was 96% compared to 97% for the comparable period of 2000. Mortgage investment income increased $7,557 for the three months ended June 30, 2001 compared to the three months ended June 30, 2000 due to an increase in interest earned on a subordinate note from Jefferson Place. Interest income on cash and cash equivalents decreased $90,854 (approximately 37%) for the three months ended June 30, 2001, compared to the same period in 2000 due to a decrease in the average cash balance resulting from property acquisitions in December 2000 and a decrease in the average interest rate earned on such balances. Real estate operating expenses increased $411,250 (approximately 16%) for the three months ended June 30, 2001, compared to the same period in 2000. This increase is attributable to: (i) expenses of $177,592 and $142,723 resulting from the acquisitions of Oakhurst Apartments and Belvedere Apartments in December 2000; (ii) an increase of $34,983 for Park Trace Apartments primarily due to higher salaries and related expenses, taxes and utilities expenses; (iii) an increase of $34,856 for Coral Point Apartments primarily due to increases in salaries and related expenses and administrative expenses; and (iv) a net increase of $21,096 for the Partnership's other properties. Depreciation expense increased $160,602 (approximately 15%) for the three months ended June 30, 2001, compared to the same period in 2000. This increase is primarily attributable to the acquisitions of Oakhurst Apartments and Belvedere Apartments in December 2000. Interest expense increased $130,562 (approximately 13%) for the three months ended June 30, 2001, compared to the same period in 2000. This increase is primarily due to: (i) interest of $56,978 and $51,650 incurred on the bonds payable for Oakhurst Apartments and Belvedere Apartments, respectively, which were acquired in December 2000; (ii) interest of $61,485 on the borrowings for The Exchange at Palm Bay obtained in December 2000 partially offset by (iii) a decrease of $27,735 on the variable-rate borrowings for The Hunt Apartments and Greenbriar Apartments due to a decrease in the average interest rate on such financings; and (iv) a decrease of $11,816 other borrowings due to the slight amortization of principal balances on such borrowings. The Partnership recorded a gain of $57,000 for the three months ended June 30, 2001 on interest rate swap agreements. No such gains were recorded for the comparable period of 2000 as the Partnership adopted the Statement of Financial Accounting Standard (SFAS 133) regarding derivatives on January 1, 2001. Amortization of debt financing costs increased $28,137 or 59% for the three months ended June 30, 2001 compared to the same period in 2000 due to the additional debt obligations incurred in December 2000 for Oakhurst Apartments, Belvedere Apartments and The Exchange at Palm Bay and the costs incurred in obtaining such debt financing. General and administrative expenses increased $11,413 (approximately 2.8%) for the three months ended June 30, 2001, compared to the same period in 2000. This increase is primarily due to an increase in administrative fees of $27,307 resulting from the acquisition of additional properties in December 2000 which was partially offset by a net decrease of $15,894 in other general and administrative expenses, primarily salaries and related expenses and travel expenses. - 12 - Comparison of the Six Months Ended June 30, 2001 and June 30, 2000 Rental income increased $1,590,437 (approximately 14%) for the six months ended June 30, 2001, compared to the same period in 2000. Approximately $760,255 and $724,744 of such increase is primarily the result of the acquisitions of Oakhurst Apartments and Belvedere Apartments, respectively, in December 2000. The remaining $105,438 increase is the net result of increased rental income of $290,430 earned by ten of the Partnership's properties which was partially offset by decreased rental income of $184,992 earned by four of the Partnership's properties. Rental income increases for the ten properties averaged 4.3% while rental income decreases for the four properties averaged 5.2%. Average occupancy for the six months ended June 30, 2001, was 96% compared to 97% for the comparable period of 2000. Mortgage investment income decreased $30,320 for the six months ended June 30, 2001 compared to the same period in 2000 due to a decrease in interest earned on a subordinate note from Jefferson Place. Interest income on cash and cash equivalents decreased $150,322 (approximately 32%) for the six months ended June 30, 2001 compared to the same period in 2000. This decrease was primarily due to a decrease in the average cash balance due to the acquisition of additional properties in December 2000. Real estate operating expenses increased $664,269 (approximately 13%) for the six months ended June 30, 2001, compared to the same period in 2000. This increase is attributable to: (i) expenses of $338,188 and $288,822 resulting from the acquisitions of Oakhurst and Belvedere Apartments in December 2000, respectively; (ii) an increase of 32,331 for Park Trace Apartments primarily due to increases in salaries and related expenses, repairs and maintainence and administrative expenses; (iii) an increase of $24,894 for Covey at Fox Valley due to increases in salaries and related expenses, utilities expenses and real estate taxes which were partially offset by decreases in other expenses; (iv) an increase of $23,902 for The Retreat primarily due to higher salaries and related expenses and utilities expenses; and (v) a net decrease of $43,868 for the Partnership's other properties. Depreciation expense increased $300,060 (approximately 14%) for the six months ended June 30, 2001, compared to the same period in 2000. This increase is primarily attributable to the acquisition of Oakhurst Apartments and Belvedere Apartments in December 2000, partially offset by a decrease due to certain assets at the Partnership's commercial property becoming fully depreciated. Interest expense increased $281,326 (approximately 14%) for the quarter ended June 30, 2001, compared to the same period in 2000. This increase is primarily due to: (i) interest of $116,040 and $104,735 incurred on the bonds payable of Oakhurst Apartments and Belvedere Apartments, respectively, which were acquired in December 2000; (ii) interest of $120,197 on the borrowings for The Exchange at Palm Bay obtained in December 2000 partially offset by (iii) a decrease of $43,331 on the variable-rate borrowings for the Hunt Apartments and Greenbriar Apartments due to a decrease in the average interest rate on such financing and (iv) a decrease of $16,315 on the other borrowings due to the slight amortization of principal balances on such borrowings. The Partnership recorded a loss of $101,000 for the six months ended June 30, 2001 on interest rate swap agreements. No such losses were recorded for the comparable period of 2000 as the Partnership adopted the Statement of Financial Accounting Standard (SFAS 133) regarding derivatives on January 1, 2001. Amortization of debt financing costs increased $40,671 or 43% due to the additional debt obligations incurred in December 2000 for Oakhurst Apartments, Belvedere Apartments and The Exchange at Palm Bay and the costs incurred in obtaining such debt financing. General and administrative expenses increased $45,951 (approximately 5.7%) for the six months ended June 30, 2001, compared to the same period in 2000. This increase is primarily due to an increase in administrative fees of $54,615 resulting from the acquisition of additional properties in December 2000 which was partially offset by a net decrease of $8,664 in other general and administrative expenses. - 13 - Funds from Operations Funds from operations, (FFO) which, for the Partnership, consists of net income plus depreciation of real estate assets and losses on interest rate swap agreements, increased $151,281 or 8.5% for the three months ended June 30, 2001, compared to the same period in 2000. FFO was $1,920,919 for the three months ended June 30, 2001 compared to $1,769,638 for the same period of 2000. FFO increased $377,578 or 10.7% from $3,532,530 for the six months ended June 30, 2000 to $3,910,108 for the six months ended June 30, 2001. FFO is not defined by generally accepted accounting principles nor should it be considered as an alternative to net income as an indication of operating performance or to net cash provided by operating, investing and financing activities as a measure of liquidity. The Partnership believes that FFO is helpful in understanding the Partnership's results of operations in that such calculation reflects the Partnership's ability to support interest payments and general operating expenses before the impact of certain activities such as changes in other assets and accounts payable. The Partnership's calculation of FFO may differ from the methodology for calculating FFO utilized by other entities and, accordingly, may not be comparable to such other entities. New Accounting Pronouncements In July 2001, the Financial Accounting Standards Board issued Financial Accounting Standards (FAS) No. 141, "Business Combinations" and FAS No. 142, "Goodwill and Other Intangible Assets" which provide guidance on how entities are to account for business combinations and for the goodwill and other intangible assets that arise from those combinations or are acquired otherwise. These standards are effective for the Partnership on January 1, 2002. The Partnership presently has no goodwill recorded and, as a result, the adoption of the new pronouncements is not expected to have a significant impact on the financial statements. Forward Looking Statements This report contains forward looking statements that reflect management's current beliefs and estimates of future economic circumstances, industry conditions, the Partnership's performance and financial results. All statements, trend analysis and other information concerning possible or assumed future results of operations of the Partnership and the real estate investments it has made (including, but not limited to, the information contained in "Management's Discussion and Analysis of Financial Condition and Results of Operations"), constitute forward-looking statements. BUC holders and others should understand that these forward looking statements are subject to numerous risks and uncertainties and a number of factors could affect the future results of the Partnership and could cause those results to differ materially from those expressed in the forward looking statements contained herein. These factors include local and national economic conditions, the amount of new construction, interest rates on single-family home mortgages, government regulation, price inflation, the level of real estate and other taxes imposed on the properties, labor problems and natural disasters. Item 3. Quantitative and Qualitative Disclosures About Market Risk. There have been no material changes in the Partnership's market risk since December 31, 2000, except as noted below. In January 2001, certain terms of the Partnership's swap agreements with respect to Belvedere Apartments, Oakhurst Apartments and The Exchange at Palm Bay were amended. The amendment effectively resulted in the conversion of the Partnership's variable-rate financing on the related bonds to a fixed rate of 4.5% per annum for the remaining term of the initial swap agreements, i.e. until December 6, 2004. - 14 - PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits The following exhibits are filed as part of this report. Exhibit numbers refer to the paragraph numbers under Item 601 of Regulation S-K: 3. Articles of Incorporation and Bylaws of America First Fiduciary Corporation Number Eight (incorporated by reference to Form S-11 Registration Statement filed May 8, 1986, with the Securities and Exchange Commission by America First Tax Exempt Mortgage Fund 2 Limited Partnership (Commission File No. 33-5521)). 4(a) Form of Certificate of Beneficial Unit Certificate incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-4 (Commission File No. 333-2920) filed by the Registrant on March 29, 1996). 4(b) Agreement of Limited Partnership of the Registrant (incorporated by reference to Exhibit 4(b) to Form 8-K (Commission File No. 0-20737) filed by the Registrant on August 23, 1996). 10(a) Settlement Agreement among the Registrant and Jackson Park Place, Artel Farms, Inc., and David A. Dyck dated April 11, 1997 (incorporated herein by reference to Form 10-Q dated September 30, 1997 filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 by America First Apartment Investors, L.P. (Commission File No. 0-20737)). 10(b) $12,410,000 Promissory Note, dated December 11, 1997, from Park Trace Apartments Limited Partnership to the City of Aurora, Illinois (The Covey at Fox Valley Apartment Project) Series 1997 (incorporated herein by reference to Form 10-K dated December 31, 1997 filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 by America First Apartment Investors, L.P. (Commission File No. 0-20737)). 10(c) Loan Agreement, dated December 1, 1997, between Park Trace Apartments Limited Partnership and City of Aurora, Illinois (The Covey at Fox Valley Apartment Project) Series 1997 (incorporated herein by reference to Form 10-K dated December 31, 1997 filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 by America First Apartment Investors, L.P. (Commission File No. 0-20737)). 10(d) Indenture of Trust, dated December 1, 1997, between City of Aurora, Illinois and UMB Bank, National Association (The Covey at Fox Valley Apartment Project) Series 1997 (incorporated herein by reference to Form 10-K dated December 31, 1997 filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 by America First Apartment Investors, L.P. (Commission File No. 0-20737)). 10(e) $1,385,000 Promissory Note, dated April 2, 1998, from Arizona Coral Point Apartments Limited Partnership to The Industrial Development authority of the county of Maricopa (Coral Point Apartments Project) Series 1998A and 1998B. (incorporated herein by reference to Form 10-Q dated June 30, 1998 filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 by America First Apartment Investors, L.P. (Commission File No. 0-20737)) - 15 - 10(f) $11,705,000 Promissory Note, dated April 2, 1998, from Arizona Coral Point Apartments Limited Partnership to The Industrial Development authority of the County of Maricopa (Coral Point Apartments Project) Series 1998A and 1998B. (incorporated herein by reference to Form 10-Q dated June 30, 1998 filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 by America First Apartment Investors, L.P. (Commission File No. 0-20737)) 10(g) Loan Agreement, dated March 1, 1998, between The Industrial Development Authority of the County of Maricopa and Arizona Coral Point Apartments Limited Partnership (Coral Point Apartments Project) Series 1998A and 1998B. (incorporated herein by reference to Form 10-Q dated June 30, 1998 filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 by America First Apartment Investors, L.P. (Commission File No. 0-20737)) 10(h) Indenture of Trust, dated March 1, 1998, between The Industrial Development Authority of the County of Maricopa and UMB Bank, N.A. (Coral Point Apartments Project) Series 1998A and 1998B. (incorporated herein by reference to Form 10-Q dated June 30, 1998 filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 by America First Apartment Investors, L.P. (Commission File No. 0-20737)) (b) Reports on Form 8-K The Registrant did not file a report on Form 8-K during the quarter for which this report is filed. - 16 - SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: August 10, 2001 AMERICA FIRST APARTMENT INVESTORS, L.P. By America First Capital Associates Limited Partnership Four, General Partner of the Registrant By America First Companies L.L.C., General Partner of America First Capital Associates Limited Partnership Four By /s/ Michael Thesing Michael Thesing Vice President, Secretary, Treasurer and Chief Financial Officer (Vice President and Principal Financial Officer of Registrant) - 17 -

AMERICA FIRST APARTMENT INVESTORS LP 10-Q