UNIVERSITY PLACE SOUTHEAST, L.P. TN FINANCIAL STATEMENTS DECEMBER 31, 2011

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1 FINANCIAL STATEMENTS DECEMBER 31, 2011

2 Contents Page Independent Auditors Report Balance Sheet Statement Of Operations... 5 Statement Of Partners Equity... 6 Statement Of Cash Flows... 7 Notes To Financial Statements Statement Of Profit And Loss Schedule Of Sub-Accounts Computation Of Surplus Cash, Distributions And Residual Receipts Supporting Data Required By The Memphis Housing Authority

3 Independent Auditors Report Partners University Place Southeast, L.P. St. Louis, Missouri We have audited the accompanying balance sheet of University Place Southeast, L.P. (the Partnership), Project No., a limited partnership, as of December 31, 2011 and 2010, and the related statements of operations, partners equity and cash flows for the years then ended. These financial statements are the responsibility of the Partnership s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. 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 consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership s internal control over financial reporting. Accordingly, we express no such opinion. 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, the financial statements referred to above present fairly, in all material respects, the financial position of University Place Southeast, L.P. as of December 31, 2011 and 2010, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

4 To The Partners University Place Southeast, L.P. Our audits were conducted for the purpose of forming an opinion on the financial statements as a whole. The accompanying supplementary information, shown on pages 23 through 35, is presented for purposes of additional analysis and is not a required part of the financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the financial statements as a whole. April 6, 2012 Page 2

5 BALANCE SHEET Page 1 Of 2 Assets December 31, Current Assets Cash in bank (including tenant security deposits of $19,939 and $19,722 at December 31, 2011 and 2010, respectively) $ 125,258 $ 123,962 Tenant accounts receivable Due from MHA 11,323 Miscellaneous prepaid expenses (Note 4) 49,041 48,826 Total Current Assets 175, ,735 Restricted Deposits And Funded Reserves (Note 3) Tax and insurance escrow 43,975 45,053 Replacement reserve 124,056 88,594 Other reserve 21,546 Total Deposits 168, ,193 Fixed Assets (Note 4) Land improvements 870, ,387 Building 12,886,325 12,886,325 Furniture and fixtures 358, ,857 Total Fixed Assets 14,115,569 14,115,569 Less: Accumulated depreciation 1,839,313 1,388,168 Net Fixed Assets 12,276,256 12,727,401 Other Assets (Note 1) Deferred loan costs 108, ,839 Deferred ground lease costs Deferred tax credit costs 56,817 66,277 Total Other Assets 165, ,163 Total Assets $ 12,785,034 $ 13,245,492 See the accompanying notes to financial statements. Page 3

6 BALANCE SHEET Page 2 Of 2 Liabilities December 31, Current Liabilities Accounts payable - operations $ 3,431 $ 9,959 Accounts payable - entity (Note 2) 10,000 11,750 Due to MHA 8,978 Accrued management fee (Note 2) 4,103 3,941 Accrued real estate taxes payable 20,454 20,454 Prepaid rents 2,161 1,287 Deferred revenue (Note 1) 3,245 3,245 Construction advances (Note 2) 46,129 General Partner advances (Note 2) 18,741 Total Current Liabilities 52, ,506 Deposit And Prepayment Liabilities Tenant security deposits 18,699 18,599 Long-Term Liabilities Mortgage notes payable (Note 4) 8,079,624 8,100,052 Deferred revenue (Note 1) 16,225 19,470 Total Long-Term Liabilities 8,095,849 8,119,522 Total Liabilities 8,166,920 8,253,627 Partners' Equity Partners' Equity (Note 5) 4,618,114 4,991,865 Total Liabilities And Partners Equity $ 12,785,034 $ 13,245,492 See the accompanying notes to financial statements. Page 4

7 STATEMENT OF OPERATIONS For The Years Ended December 31, Revenues Gross potential rent $ 243,819 $ 240,257 Total tenant payments 243, ,644 Subsidy income 155, ,848 Vacancy loss (1,735) (2,485) Net Rental Income 641, ,264 Interest income Other income 44,450 16,294 Total Revenues 686, ,738 Operating Expenses Administrative expenses 126, ,375 Utility expenses 153, ,026 Operating and maintenance expenses 126,351 88,480 Payroll expense 134, ,114 Depreciation and amortization 463, ,677 Taxes and insurance 45,769 32,730 Total Operating Expenses 1,050, ,402 Rental Loss Before Partnership Expenses (363,751) (368,664) Partnership Expenses 10,000 11,431 Net Loss $ (373,751) $ (380,095) See the accompanying notes to financial statements. Page 5

8 STATEMENT OF PARTNERS EQUITY For The Years Ended December 31, 2011 And 2010 Class B Total General Limited Limited Partners' Partners Partner Partner Equity Allocation Percentage 1.7% 98.0% 0.3% 100% Balance (Deficit) - January 1, 2010 $ 63,835 $ 5,312,892 $ (4,867) $ 5,371,860 Capital Contributions (Note 5) Net Loss (6,462) (372,493) (1,140) (380,095) Balance (Deficit) - December 31, ,458 4,940,399 (5,992) 4,991,865 Net Loss (6,354) (366,276) (1,121) (373,751) Balance (Deficit) - December 31, 2011 $ 51,104 $ 4,574,123 $ (7,113) $ 4,618,114 See the accompanying notes to financial statements. Page 6

9 STATEMENT OF CASH FLOWS For The Years Ended December 31, Cash Flows From Operating Activities Net loss $ (373,751) $ (380,095) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation 451, ,879 Amortization 12,510 10,798 Changes in assets and liabilities: (Increase) decrease in tenant accounts receivable (171) 674 Decrease in due from MHA 11,323 23,289 Increase in due to MHA 8,978 (Increase) decrease in miscellaneous prepaid expenses (215) 1,176 Increase (decrease) in accounts payable - operations (6,528) 1,575 Increase in accrued management fee Increase in prepaid rents Increase in tenant security deposits Increase in real estate taxes payable 20,454 Decrease in deferred revenue (3,245) (3,245) Increase (decrease) in entity liability accounts: General Partner asset management fee (1,750) (2,833) Limited Partner asset management fee (5,133) Net Cash Provided By Operating Activities 99, ,843 Cash Flows From Investing Activities Net (deposits to) withdrawals from tax and insurance escrow 1,078 (26,415) Net deposits to replacement reserve (35,462) (35,473) Net withdrawals from other reserve 21,546 17,000 Net Cash Used In Investing Activities (12,838) (44,888) Cash Flows From Financing Activities Mortgage principal payments (20,428) (1,658) Other financing activities - deferred loan costs (8,098) Contributions 100 Proceeds from (repayment of) partner advances (64,870) 7,025 Net Cash Used In Financing Activities (85,298) (2,631) Net Increase In Cash 1,296 72,324 Cash - Beginning Of Year 123,962 51,638 Cash - End Of Year $ 125,258 $ 123,962 Supplemental Disclosure Of Cash Flow Information Noncash investing and financing activities (Note 8) See the accompanying notes to financial statements. Page 7

10 NOTES TO FINANCIAL STATEMENTS December 31, 2011 And Organization And Summary Of Significant Accounting Policies Organization University Place Southeast, L.P. (the Partnership), a Tennessee limited partnership, was formed on March 1, 2004, by MBA Development Corp., a Missouri corporation, (the Withdrawing General Partner) and Vincent R. Bennett, an individual (the Withdrawing Limited Partner). The Partnership Agreement was amended and restated on March 11, 2006 to evidence the withdrawal of the Withdrawing General Partner and the Withdrawing Limited Partner and to admit MBA Urban Development Company (MUDCO), a Missouri corporation (the General Partner), SunAmerica Housing Fund 1348, a Nevada Limited Partnership (the Limited Partner), and CC-University Place, LLC, a Tennessee Limited Liability Company (Class B Limited Partner). The Partnership Agreement was amended on November 1, 2010 to admit Urban Strategies, Inc., a Missouri non-profit corporation (Co- General Partner). The Withdrawing General Partner and the Withdrawing Limited Partner warranted that they (i) have no claims or causes of action against the Partnership (ii) have no interest in the Partnership, and (iii) are not entitled to any fees, distributions, compensation or payments from the Partnership and that they have no interest in any property or assets of the Partnership. The Partnership was formed to lease a tract of land situated in Memphis, Tennessee, and to own, construct, hold, improve, maintain, operate, develop, sell, mortgage, exchange, finance and lease a 118-unit multifamily rental apartment complex intended for rental to elderly residents (the Project) and to engage in any and all general business activities related thereto. Construction was completed in December The Project is regulated by the Tennessee Development Housing Agency as to rent charges and operating methods. The Project has qualified for and has been allocated low-income housing tax credits pursuant to Internal Revenue Code Section 42 (Section 42) which regulates the use of the Project as to occupant eligibility and unit gross rents, among other requirements. The qualified building must meet the provisions of these requirements during each of 15 consecutive years in order to remain qualified to receive the tax credits or to avoid recapture of credits previously taken. The Partnership intends that all 118 units of the Project (including the 82 public housing units hereinafter described) will be operated and maintained as qualified low-income units under Section 42. Page 8

11 Notes To Financial Statements (Continued) Under a Regulatory and Operating Agreement with the Memphis Housing Authority (MHA), 82 units of the Project are to be continuously set aside and operated as public housing, as defined in Section 3(b) of the United States Housing Act of 1937 (the Act), as amended, until the later to occur of (i) expiration of the minimum period during which such units are required by law to be operated as public housing in accordance with the Act, or (ii) the expiration of 40 years from the date of first availability for occupancy of a dwelling unit in the Project. Such units are eligible to receive the benefit of operating subsidies provided to MHA by HUD pursuant to Section 9 of the Act. Under the Regulatory and Operating Agreement, during each fiscal year but not earlier than an Operating Subsidy Commencement Date, MHA is obligated to make monthly payments to the Partnership in an aggregate amount equal to the lesser of: (A) the sum of (1) 90% of the amount equal to: (a) the average per unit per month allowable expense level (b) less the projected average monthly dwelling rental charge per unit that MHA is required by HUD to record for purposes of calculating operating subsidy for the applicable MHA fiscal year, (c) multiplied by the aggregate number of eligible units months for PHA- Assisted Units anticipated for such period, plus (2) 100% of the projected Ownerpaid utility expenses for the MHA fiscal year attributable to the PHA Units or (B) the amount equal to the difference between (i) budgeted PHA Units Expense for such period and (ii) anticipated PHA Units Income for such period. If by the tenth day of any month MHA has not paid the Operating Subsidy Requirement due for such month, the Partnership is authorized to request a disbursement in the amount of the deficiency from an escrow account established by MHA with a financial institution, as escrow agent (Authority Reserve). The Partnership shall however, deposit into the Authority Reserve a reimbursement of the amount of any Operating Subsidy Payment made to the Partnership by MHA after the 10th of the month. The End of Initial Operating Period was March 31, The Operating Subsidy Commencement Date for the Project was April 1, Page 9

12 Notes To Financial Statements (Continued) Following the end of each Partnership fiscal year, an audit of the financial statements with supplemental data on an accrual basis shall be made available to MHA (pages 29 through 31). If the supplemental data for such period shows the (i) dwelling rent and other income attributable to the PHA Units, (ii) Operating Subsidy Payments, including from the Authority Reserve, and (iii) other operating revenues or assistance attributable to the PHA Units exceed the actual PHA Unit Expenses, then not later than 30 business days following delivery of such supplemental data to MHA, the Partnership shall deposit any excess into the Authority Reserve. If the supplemental data for such period shows the (i) dwelling rent and other income attributable to the PHA Units, (ii) Operating Subsidy Payments, including from the Authority Reserve, and (iii) other operating revenues or assistance attributable to the PHA Units is less than actual PHA Unit Expenses (Subsidy Shortfall), the Partnership may withdraw the amount of such Subsidy Shortfall from the Authority Reserve. At December 31, 2011, such reconciliation showed a surplus of tenant rents and subsidy versus expenses of $8,978, which is included in current liabilities due to MHA. At December 31, 2010, such reconciliation showed a shortfall of tenant rents and subsidy versus expenses of $11,323 of which the Partnership estimated that $11,323 would be recoverable from the Authority Reserve and is included in due from MHA. The Authority Reserve was funded initially by MHA from payments of interest on the construction loan provided by MHA in the amount of $492,000, and is required to be further funded or replenished by MHA under certain circumstances. If the balance of the Authority Reserve exceeds a Ceiling Level (as defined in the Regulatory and Operating Agreement), within ten business days of receiving such notice, the amount of the Authority Reserve in excess of the ceiling shall be remitted to MHA by the escrow agent. See page 35 of the accompanying supplemental data. Funds held in the Authority Reserve are the property of MHA and accordingly are not reflected on the Partnership s books. The balance of funds held in the Authority Reserve was $491,242 and $473,134 at December 31, 2011 and 2010, respectively. Certain defined terms contained in the Project documents and regulatory agreement are denoted with initial capital letters throughout the notes to the financial statements. Page 10

13 Notes To Financial Statements (Continued) Estimates And Assumptions 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. Tenant Accounts Receivable Tenant accounts receivable are stated at the amount management expects to collect from balances outstanding at year end. Based on management s assessment of the credit history with tenants having outstanding balances and current relationships with them, it has concluded that realization losses on balances outstanding at year end will be immaterial. Restricted Deposits And Funded Reserves Restricted deposits and funded reserves are comprised of checking and money market funds. Marketable restricted deposits and funded reserves are carried at fair value as quoted on major securities exchange. Restricted deposits and funded reserves for which quoted market prices are not available are carried at estimated realizable values as determined by the investment managers and reviewed by management. Replacement Reserve Monthly deposits of $2,950 into a Replacement Reserve account are required by MHA and began in The Replacement Reserve account can only be used for capital improvements upon prior approval of MHA. Other Reserve Other reserve consists of the Community Social Services reserve. The reserve was to be used by the Partnership to engage a social services organization to provide community social services to residents of the Project. The reserve was fully depleted during Operating cash will be utilized to fund community social services activities going forward. Rental Property Rental property is carried at cost less accumulated depreciation. Depreciation, which began in December 2007, is provided using straight-line and accelerated methods over the estimated useful lives of the assets ranging from 5 to 40 years. Page 11

14 Notes To Financial Statements (Continued) The Partnership, using its best estimates based on reasonable and supportable assumptions and projections, reviews its building, property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of its assets might not be recoverable. Development Fee Development fees incurred for the development of the Project have been capitalized and added to the depreciable basis of the building. Capitalized Interest Interest during construction amounting to $594,522, has been capitalized and added to the depreciable basis of the building. Deferred Loan Costs Loan costs totaling $115,847, consisting of fees for obtaining the mortgage loans, have been capitalized and are being amortized using the straight-line method over the lives of the mortgage loans. Accumulated amortization amounted to $7,057 and $4,008 at December 31, 2011 and 2010, respectively. Deferred Ground Lease Costs Ground lease costs totaling $50 have been capitalized and are being amortized using the straight-line method over the 99-year lease term. Accumulated amortization amounted to $4 and $3 at December 31, 2011 and 2010, respectively. Deferred Tax Credit Costs Tax credit costs totaling $94,610 have been capitalized and are being amortized over the ten-year tax credit. Accumulated amortization amounted to $37,793 and $28,333 at December 31, 2011 and 2010, respectively. Deferred Revenue During 2008, the Project received $32,450 for giving Comcast of Arkansas/Florida/ Louisiana/Minnesota/Mississippi/Tennessee, Inc. the right to provide multi-channel video services to the Project. The revenue has been deferred and will be recognized over the ten-year term of the agreement. At December 31, 2011 and 2010, $19,470 and $22,715, respectively, was included in deferred revenue. Syndication Costs Costs incurred in the syndication of the Limited Partner s interest are recorded as an offset against the capital raised. Page 12

15 Notes To Financial Statements (Continued) Rental Revenue The rental property is generally leased to tenants under one-year noncancellable operating leases. Rental revenue is recognized on a straight-line basis over the terms of the leases, net of provisions for uncollectible amounts. Income Taxes Income or loss of the Partnership is allocated 98% to the Limited Partner, 0.3% to the Class B Limited Partner, 1.6% to the General Partner, and 0.01% to the Co- General Partner. All allocations are subject to certain special allocations as outlined in the Partnership Agreement. No income tax provision has been included in the financial statements since income or loss of the Partnership is required to be reported by the partners on their respective income tax returns. The adjustment of tax loss to financial statement loss for the years ended December 31, 2011 and 2010 is summarized as follows: Loss as shown on tax return $ (531,971) $ (432,534) Excess of depreciation deducted on the tax return over straight-line depreciation recorded for financial statement purposes 119, ,144 Excess of amortization deducted on the tax return over amortization recorded for financial statement purposes 36,703 36,988 Other adjustments to financial statements - deferred rental income 2,371 (23,281) Other adjustments to financial statements - excess development cost income (91,412) Net loss as shown in financial statements $ (373,751) $ (380,095) Page 13

16 Notes To Financial Statements (Continued) A schedule of tax basis partners equity is as follows: Class B Total Limited Limited General Partners Partner Partner Partners Equity Balance (Deficit) - January 1, 2010 $ 5,480,683 $ (4,407) $ (24,975) $ 5,451,301 Tax Basis Net Loss (423,883) (1,298) (7,353) (432,534) Balance (Deficit) - January 1, ,056,800 (5,705) (32,328) 5,018,767 Tax Basis Net Loss (521,331) (1,596) (9,044) (531,971) Balance (Deficit) - December 31, 2011 $ 4,535,469 $ (7,301) $ (41,372) $ 4,486,796 Under the provision of the Internal Revenue Code and applicable state laws, the Partnership is not directly subject to federal and state income taxes. The results of operations are includable in the tax returns of the partners. Therefore, no provision for income tax expense has been included in the accompanying financial statements. The Partnership follows accounting rules for uncertain tax positions. These rules require financial statement recognition of the impact of a tax position if a position is more likely than not of being sustained on audit, based on the technical merits of the position. These rules also provide guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, transition, and disclosure requirements for uncertain tax positions. The Partnership s federal and state tax returns for tax years 2008 and later remain subject to examination by taxing authorities. Subsequent Events Management has evaluated subsequent events through April 6, 2012, the date which the financial statements were available for issue. 2. Related Party Transactions The Project is managed by McCormack Baron Ragan Management Services, Inc. (MBRMS), an affiliate of the General Partner, which receives a fee of 6% of rents collected on tax credit units, plus, for each PHA-assisted unit, an amount equal to 6% of the imputed tax credit rent for the unit size. Management fees totaled $47,818 and $47,200 in 2011 and 2010, respectively, of which $4,103 and $3,941 was payable at December 31, 2011 and 2010, respectively. Page 14

17 Notes To Financial Statements (Continued) An affiliate of the General Partner earned a Development Fee totaling $1,494,558 as consideration for services rendered to the Partnership during the construction phase. Through December 31, 2011 and 2010 the entire fee had been paid. An affiliate of the General Partner advanced funds to the Partnership during construction. All General Partner advances were repaid as of December 31, These advances totaled $46,129 at December 31, 2010, and were included in construction advances. During 2009, the General Partner and the Limited Partner negotiated the Excess Development Costs and determined that of the $142,132 of outstanding development advances, $91,412 were Excess Development Costs. At December 31, 2009, $91,412 was written off and recorded as a General Partner capital contribution. The General Partner is entitled to an Asset Management Fee of $5,000 for its annual review of operations of the Partnership and the Apartment Complex. The amount of the fee shall increase 10% every ten years. In consideration for such services, the Partnership shall pay a cumulative fee solely from Net Cash Flow, as defined in the Partnership Agreement. During 2011 and 2010, the Asset Management Fee amounted to $5,000. At December 31, 2011 and 2010, $5,000 and $6,750, respectively, is included in accounts payable - entity. No interest shall accrue on any portion of the Asset Management Fee on which payment has been deferred. The Partnership has entered into an Incentive Partnership Management Agreement with the General Partner for services in managing the business of the Partnership. In consideration for such services, the Partnership shall pay a fee solely from Net Cash Flow, as defined in the Partnership Agreement, and such fee shall not be cumulative. This fee commenced in 2008 and in no event shall the Incentive Partnership Management Fee for any fiscal year exceed $94,400. The fee is also subject to 4% annual cumulative increases. No such fee was paid by the Partnership during 2011 or Beginning in 2007, the Limited Partner is entitled to an Asset Management Fee of $5,000 for its annual review of operations of the Partnership and the Apartment Complex. The amount of the fee shall increase 10% every ten years. In consideration for such services, the Partnership shall pay a cumulative fee solely from Net Cash Flow, as defined in the Partnership Agreement. Interest shall accrue on any portion of the Asset Management Fee on which payment has been deferred at an annual rate of 12%, compounded annually. During 2011 and 2010, the annual Asset Management Fee amounted to $5,000. At December 31, 2011 and 2010, $5,000, is included in accounts payable - entity. Page 15

18 Notes To Financial Statements (Continued) The Partnership Agreement provides for various obligations of the General Partner and certain affiliated entities and individuals. The Limited Partner shall have the right, but not the obligation to make loans to the Partnership in order to fund operating deficits and other reasonable and necessary expenses of the Partnership (IP Loan). Interest shall accrue at an interest rate of 10% compounded annually. At December 31, 2010, $1,318 was payable and was included in accounts payable-operations. No amount was payable at December 31, During, 2010, the General Partner advanced funds to the Partnership. No General Partner advances were made to the Partnership in As of December 31, 2010, General Partner advances had a payable balance of $18,741. The entire advance was repaid in If at any time during the period commencing on the achievement of Stabilization and ending on the fourth anniversary of the achievement of Stabilization, an Operating Deficit shall exist, the General Partner shall provide such funds to the Partnership as shall be necessary to pay such Operating Deficits. Any such funds provided after the achievement of Stabilization shall be in the form of a loan to the Partnership. The loan shall be unsecured, non-interest bearing, and payable solely from Net Cash Flow and proceeds of a Capital Transaction. The General Partner shall not be required to make more than $472,000 in Operating Deficit Loans. Stabilization occurred on November 30, There are no Operating Deficit Loans at December 31, 2011 or Operating Deficit, as defined in the Partnership Agreement, means the amount by which the income of the Partnership from rental payments and all other income of the Partnership plus any amounts available from cash reserves is exceeded by the sum of all the operating and maintenance expenses, all other accruals for annual expenses (other than debt service on loans paid solely from cash flow), and maintenance of cash reserves. Page 16

19 Notes To Financial Statements (Continued) If an Operating Deficit shall exist in any fiscal year during the period commencing on the expiration of the Initial Period (fourth anniversary of the achievement of Stabilization) and ending on the expiration of the Compliance Period (Extended Period Operating Deficit) then (i) the General Partner shall be obligated to make a loan to the Partnership in an amount equal to the lessor of (A) the aggregate of all Adjacent Phase General Partner distributions received by the General Partner for such fiscal year or (B) the NCF percentage times the amount of such Extended Period Operating Deficit; and (ii) the Limited Partner shall be obligated to make a loan to the Partnership in an amount equal to the lessor of (A) the aggregate of all Adjacent Phase Limited Partner distributions received by any Adjacent Phase Limited Partner for such fiscal year, or (B) one hundred percent minus the NCF percentage times the amount of such Extended Period Operating Deficit. If the amount of an Extended Period Operating Deficit is less than the aggregate of all Adjacent Phase General Partner distributions and Adjacent phase Limited Partner distributions, then the Limited Partner shall have the right to determine which Adjacent Phase General Partner and Adjacent Phase Limited Partner distributions shall be loaned to the Partnership as a mandatory General Partner or mandatory Limited Partner loan to pay any such Extended Period Operating Deficit. Except for mandatory General Partner loans and mandatory Limited Partner loans to be made as provided above, neither the General Partner or the Limited Partner shall have the obligation to make Partner loans. Tax credit delivery and compliance guarantees are also being provided by the General Partner and certain affiliated entities and individuals in favor of the Limited Partner. Subject to the approval of Project Lenders, Net Cash Flow (NCF), as defined below, shall be applied and/or distributed on each payment date in the following priority: 1. To the payment of any outstanding Limited Partner Asset Management Fee, then to the payment of the General Partner Asset Management Fee, then, to the payment of any outstanding Excess Limited Partner Loan Amount or Excess General Partner Loan Amount, as the case may be, and then to the payment of any remaining Limited Partner Loans and General Partner Loans pro rata based on their respective outstanding balances. 2. If there are any outstanding Operating Deficit Loans, until such Operating Deficit Loans have been paid in full, NCF shall be paid and distributed in the following percentages: (a) the NCF Percentage to the payment of the outstanding Operating Deficit Loans; and (b) 100% minus the NCF Percentage to be distributed to the partners, pro rata, in accordance with their Percentage Interests. Page 17

20 Notes To Financial Statements (Continued) 3. (A) If the General Partner s Capital Account is less than or equal to zero, then until the General Partner has received payments of the Incentive Partnership Management Fee equal to the maximum amount pursuant to the Incentive Partnership Management Agreement for the preceding Fiscal Year, NCF shall be paid and distributed in the following percentages: (a) the NCF Percentage to the General Partner as payment of the Incentive Partnership Management Fee; and (b) 100% minus the NCF Percentage to be distributed to the partners, pro rata, in accordance with their Percentage Interests. (B) If the General Partner s Capital Account is greater than zero, then until the General Partner s Capital Account equals zero, NCF shall be paid and distributed in the following percentages: (a) the NCF Percentage to the General Partner as a distribution; and (b) 100% minus the NCF Percentage to be distributed to the partners, pro rata, in accordance with their Percentage Interests. 4. Thereafter, to the partners as a distribution, pro rata, in accordance with their Percentage Interests. Net Cash Flow, as defined in the Partnership Agreement, means the excess, if any, of Cash Receipts from operations of the Partnership over Cash Expenditures. Net Cash Flow, as defined in the Partnership Agreement, generally equals Net Cash Flow, as defined in the subordinate loan agreements, less priority payments and debt service payments made therefrom. Net Cash flow for the year ended December 31, 2011 amounted to $31,938 and will be distributed as follows: $15,969 to the General Partner for the Incentive Partnership Management Fee, $272 to the General Partner as a distribution, $48 to the Class B Limited Partner as a distribution, and $15,649 to the Limited Partner as a distribution. Net Cash Flow for the year ended December 31, 2010 amounted to $13,619 and $1,750 was distributed to pay a portion of the General Partner Asset Management Fee. The remaining $11,869 was not paid as determined by the Partners. Page 18

21 Notes To Financial Statements (Continued) 3. Restricted Deposits And Funded Reserves Restricted deposits and funded reserves consist of: Replacement Reserve Balance at beginning of year $ 88,594 $ 53,121 Monthly deposits 35,400 35,400 Interest Balance at end of year 124,056 88,594 Tax And Insurance Escrow 43,975 45,053 Community Social Services Reserve 21,546 $ 168,031 $ 155,193 The restricted deposits and funded reserves are money market funds and are valued at their carrying amount since they are readily convertible to cash (Level 1). During 2011 and 2010, there were no changes in the methods and/or assumptions utilized to derive the fair value of the restricted deposits and funded reserves. Page 19

22 Notes To Financial Statements (Continued) 4. Mortgage Notes Payable Mortgage notes payable consist of the following Construction and permanent financing is provided by MHA under a loan commitment of $7,009,177. The loan is secured by a leasehold deed of trust and security agreement on the property and an assignment of rents. The loan incurred interest at 8% during construction or until interest earned equaled $492,000. After construction, the loan became noninterest bearing. During construction, $492,000 was paid to MHA as prepaid interest on the mortgage. Only $454,625 of interest expense was incurred during construction, resulting in the remaining $37,375 being treated as a prepayment of interest and included in miscellaneous prepaid expenses on the balance sheet. During 2008, $500,000 from the Limited Partner capital contribution was paid to MHA as a reduction in the principal. During 2010, $512,845 from a new loan provided by Urban Strategies, Inc. was paid to MHA as a reduction in principal. Additionally in 2010, $1,363 was applied from 2009 Net Cash Flow. In 2011, a principal payment of $16,785 was made from 2010 Net Cash Flow. Additional principal is payable only from 49.3% of Net Cash Flow (if under $50,000) and 65.7% of Net Cash Flow (if over $50,000), Net Proceeds and Condemnation Proceeds, as defined in the Partnership Agreement. The loan matures on September 1, $ 5,978,183 $ 5,994,968 Construction and permanent financing is also provided by the City of Memphis under a loan commitment of $1,525,279. The note is secured by a second deed of trust on the property. The note shall bear no interest. Principal is payable only from 10.7% of Net Cash Flow (if under $50,000) and 14.3% of Net Cash Flow (if over $50,000), as defined in the Partnership Agreement. In 2010, $295 was applied from 2009 Net Cash Flow. In 2011, a principal payment of $3,643 was made from 2010 Net Cash Flow. On September 1, 2052, the outstanding principal shall become due and payable. 1,521,341 1,524,984 During 2010, the Partnership entered into a promissory note with Urban Strategies, Inc. under a loan commitment of $580,100. The note is secured by a third deed of trust on the property. The note shall bear no interest except in the case of default at which time the loan will bear interest at 3%. Principal is payable only after the first and second mortgages have been paid in full and only to the extent of Surplus Cash. Payments from Surplus Cash shall be applied first to accrued interest and then principal from 60% of Surplus Cash (if under $50,000) and 80% of the Surplus Cash (if over $50,000). All remaining principal and interest shall be due on October 31, , ,100 $ 8,079,624 $ 8,100,052 Page 20

23 Notes To Financial Statements (Continued) Net Cash Flow with respect to any fiscal year, as defined in the subordinate loan agreements, means Surplus Cash as of the end of such period. Net Cash Flow, as defined in the subordinate loan agreements, for 2011 amounted to $87,886 of which $5,000 will be paid to the Limited Partner for the Asset Management Fee, $5,000 will be paid to the General Partner for the Asset Management Fee, $37,744 will be applied to principal of the MHA mortgage and $8,204 will be applied to principal of the City of Memphis mortgage. The balance, $31,938 constituting Net Cash Flow, as defined in the Partnership Agreement, will be applied as stated in Note 2. Net Cash Flow, as defined in the subordinate loan agreements, for 2010 amounted to $44,047, of which $5,000 was paid to the Limited Partner for the Asset Management Fee, $5,000 was paid to the General Partner for the Asset Management Fee, $16,785 was applied to principal of the MHA mortgage and $3,643 was applied to principal of the City of Memphis mortgage. The balance, $13,619, constituting Net Cash Flow, as defined in the Partnership Agreement, was paid as stated in Note Limited Partner Equity Contingent upon various requirements as outlined in the Partnership Agreement, the Limited Partner is to contribute cash totaling $6,920,189 to the Partnership in various installments. Through December 31, 2011 and 2010, the Limited Partner has contributed $6,920, Commitments The Partnership has entered into a Regulatory and Operating Agreement with MHA which regulates, among other things, the rents which may be charged for apartment units in the Project, prohibits the sale of the Project without MHA consent and otherwise regulates the relationship between the Partnership and MHA. The Partnership Agreement and the MHA regulatory agreement require that all 118 apartment units shall be made available for rental solely to eligible low-income individuals or families, as defined in the MHA regulatory agreement. Page 21

24 Notes To Financial Statements (Continued) The Partnership executed a Ground Lease Agreement (the Agreement) with MHA on May 11, The Agreement is subject to various use restrictions and operating requirements, as defined in the regulatory agreement, including the requirement that 100% of the units be set aside for residents qualifying for occupancy pursuant to Section 42 of the Internal Revenue Code. The terms of the Agreement provide rent of $1 per year throughout the 99-year term. Upon expiration of the Agreement, all improvements, alterations, additions, equipment and fixtures shall become the property of MHA without cost or charge. The Project s low-income housing tax credits are contingent on its ability to maintain compliance with applicable sections of Section 42. Failure to maintain compliance with occupant eligibility, and/or unit gross rent, or to correct noncompliance within a specified time period could result in recapture of previously taken tax credits, plus interest. In addition, such potential noncompliance may require an adjustment to the contributed capital by the Limited Partner. 7. Low-Income Housing Tax Credits (Unaudited) The Partnership was allocated low-income housing tax credits by the Tennessee Housing Development Agency amounting to $7,065,420. As of December 31, 2011, $2,705,418 of the credits have been utilized by the partners. The expected availability of the remaining tax credits is as follows: Year Amount 2012 $ 706, , , , ,542 Thereafter 827,292 $ 4,360, Supplemental Cash Flow Information The Partnership had the following noncash investing and financing activities: During 2010, the Partnership obtained a new mortgage for $580,100 which was used to reduce the principal on the MHA mortgage by $512,865. The remaining balance paid for Deferred Loan Costs. Page 22

25 STATEMENT OF PROFIT AND LOSS For The Year Ended December 31, 2011 Page 1 of 2 THDA For The Year Ended: Property #: 12/31/2011 Property Name: University Place Southeast, L.P. Part I Description of Account Acct # 2011 Rental Income 5120 $ 645,578 Tenant Assistance Payments 5121 Rental Income Stores and Commercial Rent 5140 Other Rental Income 5190 Rent Concessions Total Rental Income 5250 (2,296) 643,282 Vacancies-Apartments ,735 Vacancies Vacancies-Commercial 5240 Total Vacancy Loss Net Rental Income 1, ,547 Interest Income-Operations Interest Income-Residual Receipts 5430 Interest Income Interest Income-Reserve for Replacement Interest Income-Painting and Decorating 5450 Interest Income-Other Total Interest Income Supportive Service Income 5300 Grant Income 5510 Other Income Service Income ,288 NSF and Late Fees ,917 Miscellaneous Income (Schedule) Total Other Income Total Property Income ,245 44, ,445 Advertising and Renting Expense ,719 Office and Telephone Expense ,265 Model Apartment Expense 6312 Management Fee ,818 Administrative Legal Expense ,567 Expenses Audit Expense ,020 Administrative Fee (Section 8 only) 6351 Bad Debts ,249 Miscellaneous Administrative Expenses Total Administrative Expenses , ,703 Fuel 6420 Electricity ,246 Utility Expenses Water ,299 Gas ,159 Sewer Total Utility Expenses , ,661 Janitor/ Maintenance Supplies ,453 Operating/ Maintenance Contracts ,059 Rubbish Removal ,203 Security Payroll/ Contract ,884 Repairs Materials 6541 Operating and Elevator Maintenance 6545 Maintenance Heating and Air Conditioning Maintenance 6546 Expenses Grounds Maintenance/ Snow Removal 6548 Painting and Decorating 6560 Vehicle Operation and Repairs Miscellaneous Operating and Maintenance Expenses (Schedule) Total Operating and Maintenance Expenses , ,351 Page 23

26 STATEMENT OF PROFIT AND LOSS For The Year Ended December 31, 2011 Page 2 of 2 THDA Part I (continued) Description of Account Acct # 2011 Office Salaries 6310 $ 23,663 Manager Salaries ,649 Administrative Rent Free Unit 6331 Payroll Janitor/ Maintenance Payroll ,210 Expenses Payroll Taxes ,941 Workmen's Compensation ,783 Health Insurance and Employee Benefits Total Payroll Expenses , ,057 Real Estate Taxes ,495 Property and Liability Insurance ,582 Taxes and Fidelity Bond Insurance 6721 Insurance Miscellaneous Taxes and Insurance, Licenses/Permits ,692 Total Taxes and Insurance Expenses 45,769 Mortgage Interest 6820 Late Fees 6821 Other Interest Payments 6830 HUD Mortgage Insurance Premiums 6850 Financial Service Fees 6851 Expenses Self Insurance Fees 6855 Other Service Fee 6860 Investor Service Fee 6870 Miscellaneous Financial Expense 6890 Total Financial Expense Supportive Supportive Service Payroll 6910 Service Expenses Supportive Service Supplies 6920 Total Supportive Service Expenses Total Cost of Operations Before Depreciation 586,541 Profit (Loss) Before Depreciation 99,904 Depreciation (Total) Specify ,145 Amortization ,510 Operating Profit or (Loss): (363,751) Interest Income-(Entity) 7100 Entity Expenses Legal Expenses (Entity) 7120 Taxes (Federal-State-Entity) 7130 Other Expenses (Entity) (Schedule) ,000 Total Entity Expenses: 10,000 Net Profit or (Loss): $ (373,751) Part II 1. Total principal payments required under the mortgage, even if payments under a Workout Agreement are less or more than those required under the mortgage. 2. Replacement Reserve deposits required by the Regulatory Agreement or Amendments thereto, even if payments may be temporarily suspended or waived. $ $ 35,400 Page 24

27 STATEMENT OF PROFIT AND LOSS For The Year Ended December 31, 2010 Page 1 of 2 THDA For The Year Ended: Property #: Property Name: 12/31/2010 University Place Southeast, L.P. Part I Description of Account Acct # 2010 Rental Income 5120 $ 613,967 Tenant Assistance Payments 5121 Rental Income Stores and Commercial Rent 5140 Other Rental Income 5190 Rent Concessions Total Rental Income 5250 (1,218) 612,749 Vacancies-Apartments ,485 Vacancies Vacancies-Commercial Total Vacancy Loss Net Rental Income , ,264 Interest Income-Operations Interest Income-Residual Receipts 5430 Interest Income Interest Income-Reserve for Replacement Interest Income-Painting and Decorating 5450 Other Income Administrative Expenses Utility Expenses Operating and Maintenance Expenses Interest Income-Other Total Interest Income Supportive Service Income Grant Income Service Income NSF and Late Fees Miscellaneous Income (Schedule) Total Other Income Total Property Income Advertising and Renting Expense Office and Telephone Expense Model Apartment Expense Management Fee Legal Expense Audit Expense Administrative Fee (Section 8 only) Bad Debts Miscellaneous Administrative Expenses Total Administrative Expenses Fuel Electricity Water Gas Sewer Total Utility Expenses Janitor/ Maintenance Supplies Operating/ Maintenance Contracts Rubbish Removal Security Payroll/ Contract Repairs Materials Elevator Maintenance Heating and Air Conditioning Maintenance Grounds Maintenance/ Snow Removal Painting and Decorating Vehicle Operation and Repairs Miscellaneous Operating and Maintenance Expenses (Schedule) Total Operating and Maintenance Expenses , ,848 16, , , , , , , , , , , , , , , , , , ,708 88,480 Page 25

28 STATEMENT OF PROFIT AND LOSS For The Year Ended December 31, 2010 Page 2 of 2 THDA Part I (continued) Description of Account Acct # 2010 Office Salaries 6310 $ 22,769 Manager Salaries ,251 Administrative Rent Free Unit 6331 Payroll Janitor/ Maintenance Payroll ,554 Expenses Payroll Taxes ,580 Workmen's Compensation ,199 Health Insurance and Employee Benefits Total Payroll Expenses , ,114 Real Estate Taxes ,412 Property and Liability Insurance ,014 Taxes and Fidelity Bond Insurance 6721 Insurance Miscellaneous Taxes and Insurance, Licenses/Permits ,304 Total Taxes and Insurance Expenses 32,730 Mortgage Interest 6820 Late Fees 6821 Other Interest Payments 6830 HUD Mortgage Insurance Premiums 6850 Financial Service Fees 6851 Expenses Self Insurance Fees 6855 Other Service Fee 6860 Investor Service Fee 6870 Miscellaneous Financial Expense 6890 Supportive Service Expenses Entity Expenses Total Financial Expense Supportive Service Payroll 6910 Supportive Service Supplies 6920 Total Supportive Service Expenses Total Cost of Operations Before Depreciation 532,725 Profit (Loss) Before Depreciation 94,013 Depreciation (Total) Specify ,879 Amortization ,798 Operating Profit or (Loss): (368,664) Interest Income-(Entity) 7100 Legal Expenses (Entity) ,431 Taxes (Federal-State-Entity) 7130 Other Expenses (Entity) (Schedule) ,000 Total Entity Expenses: 11,431 Net Profit or (Loss): $ (380,095) Part II 1. Total principal payments required under the mortgage, even if payments under a Workout Agreement are less or more than those required under the mortgage. $ 2. Replacement Reserve deposits required by the Regulatory Agreement or Amendments thereto, even if payments may be temporarily suspended or waived. $ 35,400 All amounts must be rounded to the nearest dollar, $.50 and over, round up - $.49 and below, round down. Page 26

29 SCHEDULE OF SUB-ACCOUNTS For The Years Ended December 31, Miscellaneous Income Comcast revenue $ 3,245 $ 3,245 Insurance proceeds - elevator repairs 20,000 Miscellaneous income 10,000 3,603 Total Miscellaneous Income $ 33,245 $ 6, Miscellaneous Operating And Maintenance Expenses Elevator maintenance $ 26,619 $ 5,808 Painting 1, Uniforms 1,830 1,129 Other Total Miscellaneous Operating And Maintenance Expenses $ 30,389 $ 7, Miscellaneous Other Expenses Limited Partner - asset management fee $ 5,000 $ 5,000 General Partner - asset management fee 5,000 5,000 Total Miscellaneous Other Expenses $ 10,000 $ 10,000 Page 27

30 Computation of Surplus Cash, Distributions and Residual Receipts PROJECT NAME FISCAL PERIOD ENDED: University Place Southeast, L.P. 12/31/2011 Part A - Compute Surplus Cash Cash PROJECT NUMBER 1. Cash (Accounts 1120, 1170, 1191 minus Account 2105) (S ) $ 125, Tenant subsidy due for period covered by financial statement (1135) $ 3. Other (Describe) (S ) $ (a) Total Cash (Add Lines 1, 2, and 3) (S ) Current Obligations $ 125, Accrued mortgage interest payable (S ) $ 5. Delinquent mortgage principal payments (S ) $ 6. Delinquent deposits to reserve for replacements (S ) $ 7. Accounts payable - 30 days (S ) $ 3, Loans and notes payable (due within 30 days) (S ) $ 9. Deficient tax insurance or MIP escrow deposits (S ) $ 10. Accrued expenses (not escrowed) (S ) $ 4, Prepaid revenue (2210) $ 2, Tenant security deposits liability (2191) $ 18, Other current obligations (S ) - Due to MHA $ 8,978 (b) Total Current Obligations (Add Lines 4 through 13) (S ) (c) Surplus Cash (Deficiency) [Line (a) minus Line (b)] (S ) Part B - Compute Distributions to Owners and Required Deposit to Residual Receipts $ 37,372 $ 87, Surplus Cash $ 87,886 Limited Dividend Projects 2a. Annual distribution earned during fiscal period covered by the statement (S ) $ 2b. Distribution accrued and unpaid as of the end of the prior fiscal period (S ) $ 2c. Distributions and entity expenses paid during fiscal period covered by statement (S ) $ 3. Distribution earned but unpaid (Line 2a plus 2b minus 2c) (S ) $ 4. Amount available for distribution during next fiscal period (S ) $ 5. Deposit due residual receipts (S ) $ Page 28